UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

 

FORM 10-Q

 

(Mark One)

 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended July 31, 20212022
 OR
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)

 

 

 Delaware31-1095548 
 (State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification Number)
 
 incorporation or organization)Identification Number) 

7720 Paragon Road, Dayton, Ohio45459 
 7720 Paragon Road, Dayton, Ohio
(Address of principal executive offices)
45459
(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 classTrading Symbol(s)Name of each exchange on which registered
Common stock, $0.01 par valueREXNew 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  No 

 

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  No 

 

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 ☐Accelerated filer ☒
Non-accelerated filer   ☐ (Do not check if a smaller reporting company)Smaller reporting company ☐
 Emerging growth company ☐

 

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. 

 

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

 

Yes ☐ No ☒

At the close of business on September 2, 2021August 31, 2022 the registrant had 5,970,93817,640,042 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 Sheets3
Consolidated Condensed Statements of Operations4
Consolidated Condensed Statements of Equity5
Consolidated Condensed Statements of Cash Flows7
Notes to Consolidated Condensed Financial Statements89
   
Item 2.Management’s Discussion and Analysis of Financial Condition  and Results of Operations2425
   
Item 3.Quantitative and Qualitative Disclosures About Market Risk37
   
Item 4.Controls and Procedures37
   
PART II.OTHER INFORMATION 
   
Item 1.Legal Proceedings38
   
Item 1A.Risk Factors38
   
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds38
   
Item 3.Defaults upon Senior Securities38
   
Item 4.Mine Safety Disclosures38
   
Item 5.Other Information38
   
Item 6.Exhibits38
2

PART I. FINANCIAL INFORMATION

 

Item 1. Financial Statements

 

REX AMERICAN RESOURCES CORPORATION AND SUBSIDIARIES

Consolidated Condensed Balance Sheets

Unaudited

 

(In Thousands) July 31,
2021
 January 31,
2021
  July 31, January 31,
 2022 2022
Assets:           
Current assets:             
Cash and cash equivalents $154,312  $144,501  $54,639  $229,846 
Short-term investments  33,282   36,194   190,471   25,877 
Restricted cash  6,758   1,657   3,332   2,222 
Accounts receivable  29,521   19,713   38,559   25,821 
Inventory  41,759   37,880   49,928   42,225 
Refundable income taxes  6,892   6,020   5,898   6,677 
Prepaid expenses and other  12,175   12,785   14,505   12,499 
Total current assets  284,699   258,750   357,332   345,167 
Property and equipment, net  145,078   153,186   131,580   137,554 
Operating lease right-of-use assets  13,211   12,678   12,893   11,221 
Deferred taxes and other assets  30,649   25,275   21,950   25,853 
Equity method investment  31,870   29,456   36,115   30,566 
Total assets $505,507  $479,345  $559,870  $550,361 
                
Liabilities and equity:                
Current liabilities:                
Accounts payable, trade (includes $2.5 million and $0.7 million with related parties at July 31, 2021 and January 31, 2021, respectively) $22,041  $16,907 
Accounts payable, trade (includes $0.6 million and $0.5 million with related parties at July 31, 2022 and January 31, 2022, respectively) $21,194  $32,266 
Current operating lease liabilities  5,380   4,875   4,376   4,600 
Accrued expenses and other current liabilities (includes $0.1 million with related parties at July 31, 2021 and January 31, 2021)  11,274   8,955 
Accrued expenses and other current liabilities  16,383   13,617 
Total current liabilities  38,695   30,737   41,953   50,483 
Long-term liabilities:                
Deferred taxes  4,030   3,713   3,132   3,132 
Long-term operating lease liabilities  7,534   7,439   8,386   6,390 
Other long-term liabilities  1,951   273   2,959   2,794 
Total long-term liabilities  13,515   11,425   14,477   12,316 
Equity:                
REX shareholders’ equity:                
Common stock  299   299   299   299 
Paid-in capital  149,263   149,110 
Retained earnings  605,646   589,986   629,481   611,607 
Treasury stock  (355,936)   (354,612)   (186,996)   (181,114) 
Total REX shareholders’ equity  399,272   384,783   442,784   430,792 
Noncontrolling interests  54,025   52,400   60,656   56,770 
Total equity  453,297   437,183   503,440   487,562 
Total liabilities and equity $505,507  $479,345  $559,870  $550,361 

 

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

3

REX AMERICAN RESOURCES CORPORATION AND SUBSIDIARIES

Consolidated Condensed Statements of Operations

Unaudited

Unaudited

 

(In Thousands, Except Per Share Amounts) Three Months
Ended
July 31,
  Six Months
Ended
July 31,
 
  2021  2020  2021  2020 
             
Net sales and revenue $195,843  $39,327  $359,947  $122,577 
Cost of sales (includes $20,650 and $4,887 with related parties for the quarters ended July 31, 2021 and 2020, respectively, and $37,383 and $17,159 with related parties for the six months ended July 31, 2021 and 2020, respectively)  184,769   40,658   331,071   133,238 
                 
Gross profit (loss)  11,074   (1,331)   28,876   (10,661) 
Selling, general and administrative expenses (includes $154 and $152 with related parties for the quarters ended July 31, 2021 and 2020, respectively, and $191 and $(145) with related parties for the six months ended July 31, 2021 and 2020, respectively)  (6,582)   (4,438)   (16,570)   (9,043) 
Equity in income (loss) of unconsolidated affiliates  1,844   (507)   2,414   (984) 
Interest and other income, net  39   197   82   866 
                 
Income (loss) before income taxes  6,375   (6,079)   14,802   (19,822) 
Benefit for income taxes  3,677   4,046   3,648   9,359 
                 
Net income (loss)  10,052   (2,033)   18,450   (10,463) 
Net (income) loss attributable to noncontrolling interests  (2,176)   285   (2,790)   1,080 
                 
Net income (loss) attributable to REX common shareholders $7,876  $(1,748)  $15,660  $(9,383) 
                 
Weighted average shares outstanding – basic and diluted  6,011   6,216   6,010   6,261 
                 
Basic and diluted net income (loss) per share attributable to REX common shareholders $1.31  $(0.28)  $2.61  $(1.50) 
(In Thousands, Except Per Share Amounts) Three Months Ended Six Months Ended
  July 31, July 31,
  2022 2021 2022 2021
         
Net sales and revenue $240,328  $195,678  $434,556  $359,720 
Cost of sales (includes $35,319 and $20,650 with related parties for the quarters ended July 31, 2022 and 2021, respectively, and $66,077 and $37,383 with related parties for the six months ended July 31, 2022 and 2021, respectively)  223,744   181,524   406,060   326,089 
                 
Gross profit  16,584   14,154   28,496   33,631 
                 
Selling, general and administrative expenses  (9,148)   (6,231)   (14,351)   (16,134) 
Equity in income of unconsolidated affiliates  3,598   1,844   5,549   2,414 
Interest and other income, net  8,181   39   8,355   82 
                 
Income before income taxes  19,215   9,806   28,049   19,993 
Provision for income taxes  (4,330)   (1,767)   (6,178)   (3,991) 
                 
Net income from continuing operations  14,885   8,039   21,871   16,002 
Net income attributable to noncontrolling interests (continuing operations)  (3,715)   (2,329)   (5,519)   (3,023) 
Net income attributable to REX common shareholders (continuing operations)  11,170   5,710   16,352   12,979 
                 
Net income from discontinued operations, net of tax (includes expense of $154 with related parties for the quarter ended July 31, 2021 and $191 with related parties for the six months ended July 31, 2021)  -   2,013   -   2,448 
Net loss attributable to noncontrolling interests (discontinued operations)  -   153   -   233 
Net income attributable to REX common shareholders (discontinued operations)  -   2,166   -   2,681 
                 
Net income attributable to REX common shareholders $11,170  $7,876  $16,352  $15,660 
                 
Weighted average shares outstanding – basic and diluted  17,772   18,034   17,777   18,031 
                 
Basic and diluted net income per share from continuing operations attributable to REX common shareholders $0.63  $0.32  $0.92  $0.72 
Basic and diluted net income per share from discontinued operations attributable to REX common shareholders  -   0.12   -   0.15 
Basic and diluted net income per share attributable to REX common shareholders $0.63  $0.44  $0.92  $0.87 

 

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

4

REX AMERICAN RESOURCES CORPORATION AND SUBSIDIARIES

Consolidated Condensed Statements of Equity

For the Three and Six Months Ended July 31, 20212022 and 20202021

Unaudited

 

(In Thousands)

 

 REX Shareholders       REX Shareholders         
                    
 Common Shares
Issued
  Treasury  Paid-in  Retained  Noncontrolling  Total  Common Shares        
 Shares  Amount  Shares  Amount  Capital  Earnings  Interests  Equity  Issued Treasury Retained Noncontrolling Total 
                  Shares Amount  Shares Amount  Earnings Interests Equity 
Balance at January 31, 2021  29,853  $299   23,861  $(354,612)  $149,110  $589,986  $52,400  $437,183 
                            
Balance at January 31, 2022  29,853  $299   12,092  $(181,114)  $611,607  $56,770  $487,562 
                                                            
Net income                      7,784   614   8,398                   5,182   1,804   6,986 
                                                            
Noncontrolling interests distribution and other                          (75)   (75)                       (1)   (1) 
                                                            
Capital contributions                          68   68 
                                
Issuance of equity awards and stock based compensation expense  -   -   -   8   34   -   -   42               8   36       44 
                                                            
Balance at April 30, 2021  29,853   299   23,861   (354,604)   149,144   597,770   53,007   445,616 
Balance at April 30, 2022  29,853   299   12,092   (181,106)   616,825   58,573   494,591 
                                                            
Net income                      7,876   2,176   10,052                   11,170   3,715   14,885 
                                                            
Treasury stock acquired          17   (1,356)               (1,356)           222   (6,193)           (6,193) 
                                                            
Noncontrolling interests distribution and other                          (1,229)   (1,229)                       (1,632)   (1,632) 
                                                            
Capital contributions                          71   71 
                                
Issuance of equity awards and stock based compensation expense  -   -   (12)   24   119   -   -   143           (101)   303   1,486       1,789 
                                                            
Balance at July 31, 2021  29,853  $299   23,866  $(355,936)  $149,263  $605,646  $54,025  $453,297 
Balance at July 31, 2022  29,853  $299   12,213  $(186,996)  $629,481  $60,656  $503,440 

 

Continued on the following page

5

REX AMERICAN RESOURCES CORPORATION AND SUBSIDIARIES

Consolidated Condensed Statements of Equity

Unaudited

 

(In Thousands)

 

Continued from the previous page

 

 REX Shareholders       REX Shareholders     
                   
 Common Shares
Issued
  Treasury  Paid-in  Retained  Noncontrolling  Total  Common Shares       
 Shares  Amount  Shares  Amount  Capital  Earnings  Interests  Equity  Issued Treasury Retained Noncontrolling Total 
                  Shares Amount  Shares Amount  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) 
Balance at January 31, 2021  29,853  $299   11,877  $(174,535)  $559,019  $52,400  $437,183 
                                                            
Treasury stock acquired          78   (3,923)               (3,923) 
Net income                  7,784   614   8,398 
                                                  ��         
Noncontrolling interests distribution and other                          (35)   (35)                       (75)   (75) 
                                                            
Capital contributions                          10   10                       68   68 
                                                            
Stock based compensation expense  -   -   -   7   32   -   -   39 
Issuance of equity awards and stock based compensation expense              8   34       42 
                                                            
Balance at April 30, 2020  29,853   299   23,639   (338,982)   148,821   579,350   51,779   441,267 
Balance at April 30, 2021  29,853   299   11,877   (174,527)   566,.837   53,007   445,616 
                                                            
Net loss                      (1,748)   (285)   (2,033) 
Net income                  7,876   2,176   10,052 
                                                            
Treasury stock acquired          31   (1,667)               (1,667)           52   (1,356)           (1,356) 
                                                            
Noncontrolling interests distribution and other                          (124)   (124)                       (1,229)   (1,229) 
                                                            
Capital contributions                          15   15                       71   71 
                                                            
Issuance of equity awards and stock based compensation expense  -   -   (15)   58   223   -   -   281           (37)   24   119       143 
                                                            
Balance at July 31, 2020  29,853  $299   23,655  $(340,591)  $149,044  $577,602  $51,385  $437,739 
Balance at July 31, 2021  29,853  $299   11,892  $(175,859)  $574,832  $54,025  $453,297 

 

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

6

REX AMERICAN RESOURCES CORPORATION AND SUBSIDIARIES

Consolidated Condensed Statements of Cash Flows

Unaudited

 

(In Thousands) Six Months Ended
July 31,
  Six Months Ended
 2021  2020  July 31,
 2022 2021
Cash flows from operating activities:                
Net income (loss) including noncontrolling interests $18,450  $(10,463) 
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:        
Net income including noncontrolling interests $21,871  $18,450 
Net income from discontinued operations, net of tax  -   2,448 
Net income from continuing operations  21,871   16,002 
Adjustments to reconcile net income to net cash provided by operating activities:        
Depreciation  10,451   10,491   8,984   9,056 
Amortization of operating lease right-of-use assets  2,734   2,691   2,835   2,734 
(Income) loss from equity method investments  (2,414)   984 
Dividends received from equity method investee  -   2,005 
Income from equity method investments  (5,549)   (2,414) 
Interest income from investments  (27)   (179)   (488)   (27) 
Deferred income tax  (4,741)   (4,784)   4,153   3,158 
Stock based compensation expense  567   80   856   567 
Gain on sale of property and equipment – net  (3)   (22) 
Loss (gain) on sale of property and equipment – net  5   (3) 
Changes in assets and liabilities:                
Accounts receivable  (9,808)   3,225   (12,738)   (9,808) 
Inventories  (3,879)   5,251   (7,703)   (3,886) 
Refundable income taxes  (872)   (4,591)   779   (1,132) 
Other assets  293   (481)   (2,153)   282 
Accounts payable, trade  5,457   (10,301)   (11,254)   4,800 
Other liabilities  949   (2,940)   1,173   902 
Net cash provided by (used in) operating activities  17,157   (9,034) 
Net cash provided by operating activities from continuing operations  771   20,231 
Net cash used in operating activities from discontinued operations  -   (3,074) 
Net cash provided by operating activities  771   17,157 
Cash flows from investing activities:                
Capital expenditures  (2,693)   (5,692)   (2,936)   (2,693) 
Purchase of short-term investments  (49,281)   (45,450)   (189,988)   (49,281) 
Sale of short-term investments  52,220   39,046   25,882   52,220 
Proceeds from sale of real estate and property and equipment  30   - 
Other  -   (259)   -   30 
Net cash provided by (used in) investing activities  276   (12,355) 
Net cash (used in) provided by investing activities  (167,042)   276 
Cash flows from financing activities:                
Treasury stock acquired  (1,356)   (5,590)   (6,193)   (1,356) 
Payments to noncontrolling interests holders  (1,304)   (157)   (1,633)   (1,304) 
Capital contributions from minority investor  139   23 
Net cash used in financing activities from continuing operations  (7,826)   (2,660) 
Net cash provided by financing activities from discontinued operations  -   139 
Net cash used in financing activities  (2,521)   (5,724)   (7,826)   (2,521) 
                
Net increase (decrease) in cash, cash equivalents and restricted cash  14,912   (27,113) 
Net (decrease) increase in cash, cash equivalents and restricted cash  (174,097)   14,912 
Cash, cash equivalents and restricted cash, beginning of period  146,158   180,771   232,068   146,158 
Cash, cash equivalents and restricted cash, end of period $161,070  $153,658  $57,971  $161,070 
        
Non cash investing activities – Accrued capital expenditures $67  $22 
Non cash financing activities – Stock awards accrued $482  $- 
Non cash financing activities – Stock awards issued $100  $240 
Right-of-use assets acquired and liabilities incurred upon lease execution $3,267  $1,863 
Reconciliation of total cash, cash equivalents and restricted cash:        
Cash and cash equivalents $154,312  $152,708 
Restricted cash  6,758   950 
Total cash, cash equivalents and restricted cash $161,070  $153,658 

Continued on the following page

7

REX AMERICAN RESOURCES CORPORATION AND SUBSIDIARIES

Consolidated Condensed Statements of Cash Flows

Unaudited

(In Thousands)

Continued from the previous page

Non cash investing activities – Accrued capital expenditures $260  $67 
Non cash financing activities – Stock awards accrued $563  $482 
Non cash financing activities – Stock awards issued $1,539  $100 
Right-of-use assets acquired and liabilities incurred upon lease execution $4,507  $3,267 
         
Reconciliation of total cash, cash equivalents and restricted cash:        
Cash and cash equivalents $54,639  $154,312 
Restricted cash  3,332   6,758 
Total cash, cash equivalents and restricted cash $57,971  $161,070 

 

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

78

REX AMERICAN RESOURCES CORPORATION AND SUBSIDIARIES

 

NOTES TO UNAUDITED CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

July 31, 20212022

 

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, 20212022 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, 20212022 (fiscal year 2020)2021). 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, 2021.2022. 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 4wholly owned and 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. On November 18, 2021, the Company ceased operation of its refined coal business as tax credits could no longer be earned on its operations. Beginning in the third quarter of fiscal year 2021, the results of the operation of the refined coal business were recognized in discontinued operations. Prior period amounts have been reclassified to conform with discontinued operations reporting.

Stock Split – On June 21, 2022, the Board of Directors of the Company adopted resolutions declaring a three-for-one split of the Company’s Common Stock to be effectuated in the form of a 200% stock dividend, payable on August 5, 2022 to stockholders of record at the close of business on July 29, 2022. The stock split has been retroactively reflected in the accompanying consolidated financial statements.

 

Nature of Operations – TheBeginning in the third quarter of fiscal year 2021, the Company now has 2one reportable segments: i)segment, ethanol and by-products; and ii) refined coal.by-products. Within the ethanol and by-products segment, the Company has equity investments in 3three ethanol limited liability companies, 2two of which are majority

9

ownership interests. WithinPrior period amounts have been reclassified to conform to the refined coalcurrent segment the Company has a majority equity interest in 1 refined coal limited liability company.reporting.

 

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 20202021 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

8

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, theThe 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 repair and maintenance costs, plant management, certain compensationscompensation costs and general facility overhead charges.

 

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

 

The Company includes non-production related costs such as professional fees, outbound freight charges, selling charges and certain payroll in SG&A expenses. Outbound freight charges were approximately $1,561,000$2,627,000 and $839,000$1,561,000 in the second quarter of fiscal years 20212022 and 2020,2021, respectively and approximately $7,156,000$2,900,000 and $2,162,000$7,156,000 in the first six months of fiscal years 20212022 and 2020,2021, respectively.

 

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

10

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

9

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.

 

Income Taxes

 

ThePrior to the third quarter of fiscal year 2021, the Company determined that small changes in estimated “ordinary” income could 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 and six months ended July 31, 2021. Beginning on November 18, 2021, the Company was unable to earn additional tax credits related to the refined coal facility, and 2020.therefore, ceased operation of that facility. As earning these credits is what had caused the significant changes in the estimated annual effective tax rate from small changes in estimated “ordinary” income and the Company has now classified the refined coal segment as discontinued operations, the Company returned to using the annual effective tax rate method to calculate the provision or benefit for income taxes from continuing operations beginning in the three and nine month periods ended October 31, 2021.

 

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 positive and negative 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 $1.1 million and $1.9 million and received 0no refunds of income taxes during the six months ended July 31, 2021. The Company paid income taxes of approximately $0.3 million2022 and received refunds of income taxes of approximately $0.3 million during the six months ended July 31, 2020.2021, respectively.

 

As of July 31, 2021,2022, and January 31, 2021,2022, total unrecognized tax benefits were approximately $8,655,000$16,827,000 and $8,380,000,$16,741,000, respectively. Accrued penalties and interest were approximately $30,000$46,000 and approximately $20,000$40,000 at July 31, 20212022 and January 31, 2021,2022, respectively. If the Company were to prevail on all unrecognized tax benefits recorded, the provision for income taxes would be reduced by approximately $8.6$16.7 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.

11

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.by-products. 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 $1.3$0.8 million and approximately $1.0$0.5 million of inventory write-downs in cost of sales at July 31, 20212022 and January 31, 2021,2022, respectively. Fluctuations in the write-down of inventory generally relate to the levels and composition of such inventory and changes in

10

commodity prices at a given point in time.

The components of inventory are as follows as of the dates presented (amounts in thousands):

 

 July 31,
2021
 January 31,
2021
  July 31,
2022
  January 31,
2022
 
             
Ethanol and other finished goods $15,986  $18,346       21,571       13,158 
Work in process  6,451   4,374   6,693   5,473 
Grain and other raw materials  19,322   15,160   21,664   23,594 
Total $41,759  $37,880  $49,928  $42,225 

 

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 515 to 40 years for buildings and improvements, and 23 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 did not identify any indicators of impairment during the first six months of fiscal year 2022 or 2021, thus there were no impairment charges in the first six months of fiscal year 2022 or 2021. During fiscal year 2020, the Company concluded that the impact of the coronavirus (” COVID-19”) pandemic on the ethanol industry and the Company’s operating results was an indicator that impairment may exist related to certain of its long-lived assets. As a result, the Company performed a recoverability test and determined that there was no impairment for fiscal year 2020. There were no impairment charges in the first six months of fiscal year 2020.

 

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

12

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.

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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.

 

Other Income

As part of the Coronavirus Aid, Relief, and Economic Security Act, passed in 2020, $700 million in funds were made available to the U.S. Department of Agriculture to distribute to impacted producers of ethanol, biodiesel, and other renewable fuels under the Biofuel Producer Program. The USDA distributed funds to applicants in May 2022. Our consolidated plants received a total of approximately $7.8 million from this program, which was recorded within “Interest and other income, net” in the Consolidated Condensed Statements of Operations.

Discontinued Operations

On November 18, 2021, the Company ceased operation of its refined coal business as tax credits could no longer be earned on its operation. Beginning in the third quarter of fiscal year 2021, the results of the operation of the refined coal business have been recognized in discontinued operations. Prior period amounts have been reclassified to conform with discontinued operations reporting.

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,November 2021, the Financial Accounting Standards Board (“FASB”)FASB issued Accounting Standards Update (“ASU”) 2019-12,ASU 2021-10,Income TaxesGovernment Assistance (Topic 740)832): Simplifying the Accounting for Income TaxesDisclosures by Business Entities about Government Assistance”, which simplifiesincreases the accountingtransparency of government assistance received by businesses by expanding the disclosure requirements for income taxes by removing certain exceptions to the general principles in Topic 740.annual reporting periods. The Company adoptedplans to provide necessary disclosures required related to government assistance received in the annual reporting for the year ending January 31, 2023, as required.

13

The Company does not expect this update effective February 1, 2021. The adoption of this update did notaccounting guidance to materially impact theits 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 14 for disaggregation of net sales andThe following tables shows disaggregated revenue by operating segment and by product.product (amounts in thousands):

  Three Months Ended  Six Months Ended 
  July 31,  July 31, 
  2022  2021  2022  2021 
Sales of products, continuing operations                
Ethanol $190,807  $153,990  $337,269  $280,059 
Dried distillers grains  34,261   31,573   66,158   62,691 
Non-food grade corn oil  14,223   9,813   25,325   15,407 
Modified distillers grains  2,456   1,934   6,811   4,227 
Derivative financial instruments losses  (1,474)   (1,638)   (1,152)   (2,764) 
Other  55   6   145   100 
Total $240,328  $195,678  $434,556  $359,720 
                 
Sales of products, discontinued operations:                
Refined coal1 $-  $165  $-  $227 

1 Refined coal sales were recorded net of the cost of coal as the Company purchased the coal feedstock from the customer to which the processed refined coal was sold.

 

Note 4. Leases

 

At July 31, 2021,2022, the Company hashad 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

12

periods covered by renewal options that the Company is reasonably certain to exercise. Certain leases

14

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:follows (amounts in thousands):

 

 Three Months Ended Six Months Ended 
 July 31, 2021  July 31, 2020  July 31, 2021  July 31, 2020  Three Months Ended
July 31,
 Six Months Ended
July 31,
 
          2022 2021 2022 2021 
Operating lease expense $1,565  $1,548  $3,115  $3,234  $1,991  $1,565  $3,601  $3,115 
Variable lease expense  520   207   564   338   271   520   665   564 
Total lease expense $2,085  $1,755  $3,679  $3,572  $2,262  $2,085  $4,266  $3,679 

 

The following table is a summary of future minimum rentals on such leases at July 31, 20212022 (amounts in thousands):

 

Years Ended January 31, Minimum
Rentals
  Minimum
Rentals
 
          
Remainder of 2022 $3,015 
2023  4,836 
Remainder of 2023  $2,438 
2024  3,670   4,870 
2025  2,221   3,422 
2026  49   1,249 
2027  1,185 
Thereafter  713 
Total  13,791   13,877 
Less: present value discount  877   1,115 
Operating lease liabilities $12,914  $12,762 

 

At July 31, 2021,2022, the weighted average remaining lease term is 2.7 years, and the weighted average discount rate is 4.88%4.63% for the above leases.

 

The following table is a summary of future minimum rentals on such leases at January 31, 20212022 (amounts in thousands):

 

Years Ended January 31, Minimum
Rentals
  Minimum
Rentals
 
      
2022 $5,397 
2023  3,690      $5,015 
2024  2,524   3,856 
2025  1,648   2,408 
2026  49   235 
2027   171 
Total  13,308   11,685 
Less: present value discount  994    695 
Operating lease liabilities $12,314   $10,990 
1315

At January 31, 2021,2022, the weighted average remaining lease term was 3.02.5 years, and the weighted average discount rate was 5.26%4.85% 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 July 31, 20212022 are summarized below (amounts in thousands):

 

 Level 1  Level 2  Level 3  Fair Value  Level 1  Level 2  Level 3  Fair Value 
                     
Investment in cooperative (1) $-  $-  $354  $354      $-   $-   $354      $354 
Commodity futures asset (2)  -   784   -   784   -   3,501   -   3,501 
Forward purchase contracts (2)  -   673   -   673 
Total assets $-  $1,457  $354  $1,811  $-  $3,501  $354  $3,855 
                                
Commodity futures liability (3) $-  $4,590  $-  $4,590 
Forward purchase contracts liability (3) $-  $3,461  $-  $3,461 
1416

Financial assets and liabilities measured at fair value on a recurring basis at January 31, 20212022 are summarized below (amounts in thousands):

 

 Level 1  Level 2  Level 3  Fair Value  Level 1  Level 2  Level 3  Fair Value 
                     
Investment in cooperative (1) $-  $-  $354  $354      $-   $-   $354      $354 
Forward purchase contracts asset (2)  -   2,144   -   2,144 
Forward purchase contracts (2)  -   993    -   993 
Total assets $-  $2,144  $354  $2,498  $-  $993   $354  $1,347 
                                 
Commodity futures liability (3) $-  $1,794  $-  $1,794  $-  $933   $-  $933 

 

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

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

(3) The commodity futures liability isand forward purchase contracts liabilities 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 July 31, 20212022 or January 31, 2021.2022.

 

Note 6. Property and Equipment

 

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

 

 July 31,
2021
 January 31,
2021
  July 31,
2022
  January 31,
2022
 
                  
Land and improvements $27,437  $27,437   27,461   27,329 
Buildings and improvements  23,701   23,701   23,617   23,617 
Machinery, equipment and fixtures  306,514   305,640   298,427   296,243 
Construction in progress  1,173   215   2,106   1,515 
  358,825   356,993   351,611   348,704 
Less: accumulated depreciation  (213,747)   (203,807) 
Less: Accumulated depreciation  (220,031)   (211,150) 
Total $145,078  $153,186  $131,580  $137,554 
1517

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):

 

 July 31,
2021
 January 31,
2021
  July 31,
2022
  January 31,
2022
 
                  
Accrued payroll and related items $1,882  $690   2,759   5,407 
Accrued utility charges  2,708   2,515   5,041   4,297 
Accrued transportation related items  204   1,560   952   593 
Accrued real estate taxes  1,220   1,778   2,482   1,857 
Commodity futures  4,590   1,794   -   933 
Forward purchase contracts  3,461   - 
Accrued income taxes  51   55   69   95 
Other  619   563    1,619    435 
Total $11,274  $8,955   $16,383   $13,617 

 

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 changes in fair value of these derivative financial instruments are recognized in current period earnings as the Company does not use hedge accounting.

 

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 
 Asset Derivatives
Fair Value
 Liability Derivatives
Fair Value
  Fair Value Fair Value 
 July 31,
2021
 January 31,
2021
 July 31,
2021
 January 31,
2021
  July 31,
2022
 January 31,
2022
 July 31,
2022
 January 31,
2022
 
                  
Commodity futures (1) $784  $-  $4,590  $1,794  $3,501  $-  $-  $933 
Forward purchase contracts (2)  673   2,144   -   -   -   993   3,461   - 
Total $1,457  $2,144  $4,590  $1,794  $3,501  $993  $3,461  $933 

 

(1) Commodity futures assets are included in “Prepaid expenses and other current assets” on the accompanying Consolidated Condensed Balance Sheets. These contracts included short/sell positions and

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long/buy positions for approximately 7.4 million bushels and 25,000 bushels, respectively at July 31, 2022. Commodity futures liabilities are included in accrued expenses and other current liabilities. These contracts areinclude short/sell positions for approximately 8.67.4 million bushels of corn at January 31, 2022.

(2) Forward contract liabilities, are included in “Accrued expenses and other current liabilities” on the accompanying Consolidated Condensed Balance Sheets. These contracts were for purchases of approximately 12.3 million bushels of corn at July 31, 2021. These contracts are short/sell positions for approximately 6.9 million bushels of corn at January 31, 2021. Commodity futures assets are included in prepaid expenses and other assets. These contracts are

16

long/buy positions for approximately 5.8 million bushels of corn at July 31, 2021. There were 0 long/buy positions at January 31, 2021.

(2)2022. Forward purchase contracts assets are included in prepaid expenses and other current assets. These contracts arewere for purchases of approximately 10.6 million bushels of corn at July 31, 2021 and 6.419.2 million bushels of corn at January 31, 2021.2022.

 

As of July 31, 2021,2022, and January 31, 2021,2022, all of the derivative financial instruments held by the Company were subject to enforceable master netting arrangements with the counterparty. The Company’s accounting policy is to offset positions and amounts owed or owing with the same counterparty. As of July 31, 2021,2022, and January 31, 2021,2022, the gross positions of the enforceable master netting agreements arewere 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 $6,758,000$3,332,000 and approximately $1,657,000$2,222,000 to secure the Company’s derivative liability position at July 31, 20212022 and January 31, 2021, respectively.2022, respectively, which is recorded as “Restricted cash” on the accompanying Consolidated Condensed Balance Sheets.

 

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

 

The Company recognized losses, (includedwhich are included in net“Net sales and revenue)revenue” in the accompanying Consolidated Condensed Statement of Operations, on derivative financial instruments of approximately $1,638,000$1,474,000 and $298,000$1,638,000 for the second quarter of fiscal years 20212022 and 2020,2021, respectively. The Company recognized losses (included in net sales and revenue) on derivative financial instruments of approximately $2,764,000$1,152,000 and $298,000$2,764,000 for the first six months of fiscal years 20212022 and 2020,2021, respectively.

 

The Company recognized losses, (includedwhich are included in cost“Cost of sales)sales” in the accompanying Consolidated Condensed Statement of Operations, on derivative financial instruments of approximately $6,142,000$1,152,000 and approximately $4,613,000$6,142,000 for the second quarter of fiscal years 20212022 and 2020,2021, respectively. The Company recognized losses (included in cost of sales) on derivative financial instruments of approximately $8,036,000$12,928,000 and approximately $1,758,000$8,036,000 for the first six months of fiscal years 20212022 and 2020,2021, respectively.

 

Note 9. Investments

Equity Method Investment in Big River

 

The following table summarizes the Company’s equity method investment at July 31, 20212022 and January 31, 20212022 (dollars in thousands):

 

     Carrying Amount 
Entity Ownership Percentage     July 31, 2021     January 31, 2021 
          
Big River 10.3%  $31,870  $29,456 

     Carrying Amount 
Entity Ownership Percentage  July 31, 2022  January 31, 2022 
          
Big River  10.3% $36,115  $30,566 
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Undistributed earnings of the Company’s equity method investee totaled approximately $11.8$16.1 million and approximately $9.4$10.5 million at July 31, 20212022 and January 31, 2021,2022, respectively. The Company did not receive any dividends from its equity method investee in the first six months of fiscal year 20212022 and received dividends of approximately $2.0 million in the first six months of fiscal year 2020.2021.

17

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
July 31,
  Six Months Ended
July 31,
 
  2021  2020  2021  2020 
             
Net sales and revenue $363,383  $130,126  $619,799  $327,758 
Gross profit (loss) $19,357  $3,565  $20,901  $(2,378) 
Income (loss) from continuing operations $17,877  $(4,914)  $23,412  $(9,540) 
Net income (loss) $17,877  $(4,914)  $23,412  $(9,540) 
  Three Months Ended
July 31,
  Six Months Ended
July 31,
 
  2022  2021  2022  2021 
             
Net sales and revenue $450,396  $363,383  $802,142  $619,799 
Gross profit $27,137  $19,357  $49,161  $20,901 
Income from continuing operations $34,891  $17,877  $53,816  $23,412 
Net income $34,891  $17,877  $53,816  $23,412 

Short-term Investments

 

At July 31, 2021,2022, the Company owned United States Treasury Bills that had an amortized cost, or carrying value, of approximately $190.5 million. The contractual maturity of these investments was less than one year. The yield to maturity rate was approximately 0.9%. Unrealized gains or losses were insignificant.

At January 31, 2022, the Company owned certificates of deposit that had an amortized cost, or carrying value, of approximately $33,282,000.$25,877,000. The contractual maturity of these investments was less than one year. The yield to maturity rate was approximately 0.1%. Unrealized gains or losses were insignificant.

At January 31, 2021, the Company owned certificates of deposit that had an amortized cost, or carrying value, of approximately $36,194,000. The contractual maturity of these investments was less than one year. The yield to maturity rate was approximately 0.2%. 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 550,0001,650,000 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,Until the current year, the Company hashad only granted restricted stock awards. In May 2022, the Company issued restricted stock units to certain officers of the Company which vest based on the Company’s Total Shareholder Return (TSR) compared to the TSRs of companies that comprise the Russell 2000 Index over a three year performance period. 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 July 31, 2021, 471,0272022, 1,342,392 shares remain available for issuance under the Plan.

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Restricted Stock Awards

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 quarter (one third prior to 2022) 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 15th, or the next business day if June 15th is not a business day, for all grants of restricted stock.

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At July 31, 20212022 and January 31, 2021,2022, unrecognized compensation cost related to nonvested restricted stock was approximately $155,000$621,000 and $272,000,$97,000 respectively. The following tables summarize non-vested restricted stock award activity for the periods presented:

 

  Six Months Ended July 31, 2021 
          
  Non-Vested
Shares
     Weighted
Average Grant
Date Fair Value
(000’s)
     Weighted
Average Remaining
Vesting Term
(in years)
 
             
Non-Vested at January 31, 2021  19,705  $1,398   1 
Granted  2,803   275     
Forfeited  -   -     
Vested  12,447   900     
             
Non-Vested at July 31, 2021  10,061  $773   2 
    
  Six Months Ended July 31, 2020 
          
  Non-Vested
Shares
     Weighted
Average Grant
Date Fair Value
(000’s)
     Weighted
Average Remaining
Vesting Term
(in years)
 
             
Non-Vested at January 31, 2020  28,576  $2,193   2 
Granted  6,158   416     
Forfeited  -   -     
Vested  15,029   1,211     
             
Non-Vested at July 31, 2020  19,705  $1,398   2 

  Six Months Ended July 31, 2022 
        �� 
     Weighted Weighted
     Average Grant Average Remaining
  Non-Vested Date Fair Value Vesting Term
  Shares (000’s) (in years)
          
Non-Vested at January 31, 2022  30,167  $773   1 
Granted  70,689   2,032     
Forfeited  -   -     
Vested  18,403   451     
             
Non-Vested at July 31, 2022  82,453  $2,354   3 
    
  Six Months Ended July 31, 2021 
          
     Weighted Weighted
     Average Grant Average Remaining
  Non-Vested Date Fair Value Vesting Term
  Shares (000’s) (in years)
          
Non-Vested at January 31, 2021  59,102  $1,398   1 
Granted  8,409   275     
Forfeited  -   -     
Vested  37,344   900     
             
Non-Vested at July 31, 2021  30,167  $773   2 
21

Restricted Stock Units (RSUs)

 

In May 2022, the Company issued a total of 67,500 RSUs to certain officers. The above tables include 5,714number of RSUs eligible to vest will be determined based on how the Company’s Total Shareholder Return (TSR) compares to that of a peer group of companies that comprise the Russell 2000 Index during the performance period ending December 31, 2024. The number of RSUs eligible to vest ranges from zero percent to two hundred percent, depending on actual performance during the performance period.

For the three and 14,777 non-vested shares atsix month period ended July 31, 2021 and 2020, respectively, which are included in2022, the numberCompany recognized compensation cost of weighted average shares outstanding usedapproximately $188,000 related 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.RSUs.

 

Note 11. Income Taxes

 

The Company’s income tax provision from continuing operations was approximately $4.3 million and approximately $1.8 million for the three months ended July 31, 2022 and 2021, respectively. The Company’s income tax provision from continuing operations was approximately $6.2 million and approximately $4.0 million for the six months ended July 31, 2022 and 2021, respectively.

The Company determined that small changes in estimated “ordinary” income would result in significant changesdid not have any activity classified as discontinued operations in the estimated annual effectivecurrent fiscal year and therefore, did not have an income tax rate. Thus, the Company used a discrete effective tax rate method to calculate the provision or benefit forfrom discontinued operations. The Company’s income taxestax benefit from discontinued operations was approximately $5.4 million and approximately $7.6 million for the three and six months ended July 31, 2021, and 2020.

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The Company’s income tax benefit was approximately $3.7 million and approximately $4.0 million for the three months ended July 31, 2021 and 2020, respectively. The Company’s income tax benefit was approximately $3.6 million and approximately $9.4 million for the six months ended July 31, 2021 and 2020, respectively. We had a higher benefit in the prior year periods based upon pre-tax losses for those periods versus pre-tax income in the current periods. The benefit is also largely impacted byderived from the level of tax credits generated from the refined coal operation.business and the tax benefit of the loss from operations. Through its refined coal operation,business, the Company earnsearned production tax credits pursuant to IRC Section 45. The credits can be used to reduce future income tax liabilities for up to 20 years. In addition, the Company’s income tax benefit for the first six months of fiscal year 2020 includes approximately $1.8 million related to the lengthening of a net operating loss carryback allowed by the CARES Act.

 

The Company assessed all available positive and negative evidence to determine whether it expects sufficient future taxable income will be generated to allow for the realization of existing federal deferred tax assets. For the three year period ended July 31, 2021, the Company has a cumulative pre-tax book loss on a comprehensive basis, including the impact of an operation that has historically produced pre-tax book losses, but after tax net income. The Company expects that this entity will cease operations byceased operation of its refined coal business on November 18, 2021. There is sufficient objectively verifiable income for management to conclude that it is more likely than not that the Company will utilize available federal deferred tax assets prior to their expiration.

 

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. The Company is currently undergoing a federal income tax examination for the years ended January 31, 2015 through January 31, 2020.

 

On a quarterly and annual basis, the Company accrues for the effects of open uncertain tax positions and the related potential penalties and interest. It is reasonably possible that the amount of the unrecognized tax benefit with respect to certain unrecognized tax positions will increase or decrease during the next 12 months; however, the Company does not expect the change to have a material effect on results of operations or financial position. A reconciliation of the beginning and ending amount of unrecognized tax benefits, including interest and penalties, is as follows (amounts in thousands):

  Six Months Ended
July 31,
 
  2021  2020 
       
Unrecognized tax benefits, beginning of period $8,400  $7,370 
Changes for prior years’ tax positions  10   (53) 
Changes for current year tax positions  275   - 
Unrecognized tax benefits, end of period $8,685  $7,317 
22
  Six Months Ended
July 31,
 
  2022  2021 
       
Unrecognized tax benefits, beginning of period 16,781  8,400 
Changes for prior years’ tax positions  93   10 
Changes for current year tax positions     275 
Unrecognized tax benefits, end of period $16,874  $8,685 

 

Note 12.Discontinued Operations

On November 18, 2021, the Company ceased operation of its refined coal business as tax credits could no longer be earned on its operation. Beginning in the third quarter of fiscal year 2021, the results of the operation of the refined coal business have been recognized as discontinued operations. Below is a table reflecting certain items of the Consolidated Condensed Statement of Operations that were reclassified as discontinued operations for the periods indicated (amounts in thousands):

  Three Months
Ended July 31,
2021
        Six Months
Ended July 31,
2021
 
         
Net sales and revenue1              $165             $227 
Cost of Sales   3,245    4,982 
Gross loss   (3,080)    (4,755) 
Selling, general and administrative   (351)    (436) 
Loss before income taxes   (3,431)    (5,191) 
Benefit for income taxes   5,444    7,639 
Net income from discontinued operations, net of tax   2,013    2,448 
Net loss attributable to noncontrolling interests   153    233 
Net income attributable to REX common shareholders  $2,166   $2,681 

1 Refined coal sales were recorded net of the cost of coal as the Company purchased the coal feedstock from the customer to which the processed refined coal was sold.

Note 13. Commitments and Contingencies

 

The Company may be involved in various legal actions arising in the normal course of business, from time to time. After taking into consideration legal counsels’ evaluations of any such action(s),

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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 10.612.3 million bushels of corn, the principal raw material for their ethanol plants, and they have combined forward purchase contracts for approximately 639,0001.1 million MmBtu (million britishBritish thermal units)unit) of natural gas.

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One Earth and NuGen have combined sales commitments for approximately 31.736.8 million gallons of ethanol, approximately 46,00082,000 tons of distillers grains and approximately 9.68.9 million pounds of non-food grade corn oil.

 

The refined coal entity hashad various agreements (site license, operating agreements, etc.) containing payment terms based upon production of refined coal under which the Company iswas required to pay various fees. As production ceased in November 2021, there were no fees paid in fiscal year 2022. These fees totaled approximately $2.2 million and approximately $1.1 million in the second quarter of fiscal years 2021 and 2020, respectively. Such fees totaled approximately $3.1 million and approximately $1.4 million for the three and six months ended July 31, 2021, and 2020, respectively.

 

Note 13. 14. Related-Party Transactions

 

During the second quarters of fiscal years 20212022 and 2020,2021, One Earth and NuGen purchased approximately $20.7$35.3 million and approximately $4.9$20.7 million, respectively, of corn (and other supplies) from minority equity investors and board members of those subsidiaries. Such purchases totaled approximately $37.4$66.1 million and approximately $17.2$37.4 million for the six months ended July 31, 20212022 and 2020,2021, respectively. The Company had amounts payable to related parties of approximately $2.5 million$0.6 and approximately $0.7$0.5 million at July 31, 20212022 and January 31, 2021,2022, respectively.

 

During each of the second quarters of fiscal yearsthree and six months ended July 31, 2021 and 2020, the Company recognized commission expense of approximately $0.2 million, payable to the minority investor in the refined coal entity. During the first six months of fiscal years 2021 and 2020, the company recognized commission expense of approximately $0.2 million and income of approximately $0.1 million, respectively. The commission expense is associated with the refined coal segment. The Company had accrued liabilities and accounts payable related to the commission expense of approximately $0.1 million at July 31, 2021 and January 31, 2021.business which is classified within discontinued operations.

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Note 14. Segment Reporting

The Company has 2 reportable segments: i) ethanol and by-products; and ii) refined coal. The Company evaluates the performance of each reportable segment based on net income attributable to REX common shareholders. Segment profitability measures are determined using the same accounting policies used in the preparations of the consolidated condensed financial statements. The following tables summarize segment and other results and assets (amounts in thousands):

  Three Months Ended
July 31,
  Six Months Ended
July 31,
 
  2021  2020  2021  2020 
Net sales and revenue:                
Ethanol and by-products $195,678  $39,242  $359,720  $122,477 
Refined coal 1  165   85   227   100 
Total net sales and revenue $195,843  $39,327  $359,947  $122,577 

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
July 31,
  Six Months Ended
July 31,
 
  2021  2020  2021  2020 
Segment gross profit (loss):                
Ethanol and by-products $14,155  $553  $33,631  $(7,670) 
Refined coal  (3,081)   (1,884)   (4,755)   (2,991) 
Total gross profit (loss) $11,074  $(1,331)  $28,876  $(10,661) 
                 
Income (loss) before income taxes:                
Ethanol and by-products $10,732  $(3,259)  $21,820  $(15,610) 
Refined coal  (3,455)   (2,118)   (5,260)   (2,965) 
Corporate and other  (902)   (702)   (1,758)   (1,247) 
Total income (loss) before income taxes $6,375  $(6,079)  $14,802  $(19,822) 
                 
(Provision) benefit for income taxes:                
Ethanol and by-products $(1,985)  $893  $(4,423)  $5,054 
Refined coal  5,441   2,919   7,639   3,878 
Corporate and other  221   234   432   427 
Total benefit for income taxes $3,677  $4,046  $3,648  $9,359 
22
  Three Months Ended
July 31,
  Six Months Ended
July 31,
 
  2021  2020  2021  2020 
Net income (loss) (net of noncontrolling interests):            
Ethanol and by-products $6,418  $(2,178)  $14,374  $(9,611) 
Refined coal  2,139   898   2,612   1,048 
Corporate and other  (681)   (468)   (1,326)   (820) 
Net income (loss) attributable to REX common shareholders $7,876  $(1,748)  $15,660  $(9,383) 

Assets: July 31,
2021
  January 31,
2021
 
Ethanol and by-products $424,470  $397,281 
Refined coal  1,540   2,861 
Corporate and other  79,497   79,203 
Total assets $505,507  $479,345 

  Three Months Ended
July 31,
  Six Months Ended
July 31,
 
Sales of products, ethanol and by-products segment: 2021  2020  2021  2020 
Ethanol $153,990  $32,524  $280,059  $93,121 
Dried distillers grains  31,573   5,480   62,691   24,398 
Non-food grade corn oil  9,813   1,313   15,407   4,501 
Modified distillers grains  1,934   209   4,227   666 
Derivative financial instruments losses  (1,638)   (298)   (2,764)   (298) 
Other  6   14   100   89 
Total $195,678  $39,242  $359,720  $122,477 
Sales of products, refined coal segment:                
Refined coal $165  $85  $227  $100 
2324

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

 

Ethanol and By-Products

 

At July 31, 2021, investments in our ethanol business include equity2022, we had investments in three ethanol limited liability companies, in two of which we have a majority ownership interest in.interest. The following table is a summary of ethanol gallons shippedentity ownership interests at our plants:July 31, 2022:

 

EntityTrailing 12
Months
Ethanol
Gallons
Shipped
REX’s
Current
Effective
Ownership
Interest
Current Effective
Ownership of
Trailing 12
Months Ethanol
Gallons Shipped
One Earth Energy, LLC143.9 M75.6%108.8 M75.8%
NuGen Energy, LLC137.4 M99.7%137.0 M
Big River Resources, LLC: 
Big River Resources W Burlington, LLC108.5 M10.3%11.2 M
Big River Resources Galva, LLC119.6 M10.3%12.3 M
Big River United Energy, LLC126.4 M5.7%7.2 M
Big River Resources Boyceville, LLC62.6 M10.3%6.5 M
Total698.4 M283.0 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, soybean meal prices, 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 approximatelyat least 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

24

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 ethanol contracts for no more than four

25

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 and swap contracts, in conjunction with certain of our grain procurement activities and commodity marketing activities.

 

Refined Coal

 

On August 10, 2017, we purchased, through a 95.35% owned subsidiary, for approximately $12.0 million, the entire ownership interest of an entity that ownsowned a refined coal facility, along with a minority partner, for approximately $12.0 million. We own 95.35% of the entity.facility. We began operating the refined coal facility immediately after the acquisition. We expect thatAs the revenues from the sale of refined coal produced in the facility will be subsidized byplant was no longer eligible to receive federal production tax credits throughbeginning on November 18, 2021, subject to meeting qualified emissions reductionswe ceased operations on that date. We began classifying this operation as governed by Section 45discontinued operations in the third quarter 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 $7.38 per ton of refined coal produced and sold during calendar yearfiscal 2021. The tax credits can be earned for refined coal produced and sold by our facility through November 18, 2021. Absent the tax credits, our refined coal operations would not be profitable and we expect to cease operations at that time. At the conclusion of the operations we are obligated to remove the equipment from the site but do not expect the cost to be significant.

Carbon Sequestration

 

The refined coal facilityCompany is located atworking with the siteUniversity of Illinois and is in the exploratory stage of a utility-owned electrical generating power station, which is our refined coal operation’s sole customer. Refined coal productioncarbon sequestration project near the One Earth Energy ethanol plant. A test well has been drilled and sales vary dependingthree-dimensional seismic testing has been performed. We are working on fluctuations in demand fromsimulation models to predict the site host utility, which generally changes based upon weather conditionsmovement of carbon dioxide injection into the subsurface, additional testing and completion of a class VI permit application. A front-end engineering design study has been completed for a carbon dioxide liquification facility for the One Earth Energy plant. We have received bids on construction of the facility and are in the geographic markets, competing energy prices, lack of supplies andreview process. At this time we do not know total cost to complete or the statefeasibility of the local 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.project.

 

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.technology. The patented technology is an enhanced method of heavy oil recovery involving zero emissions downhole steam generation. To date, we have not successfully had a field operation nor demonstrated that the technology is commercially feasible. We own 60% and Hytkenour partner owns 40% of the entity named Future Energy, LLC, (“Future Energy”).

25

an Ohio limited liability company. We have agreedno current plans to fund direct patent expenses relating to patent applicationsoperate this technology 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 $2.5 million cumulatively to purchase our ownership interest and fund patent and other expenses. We have not yet tested or proven the commercial feasibility of the technology.are maintaining patents in limited countries.

 

Critical Accounting Policies and Estimates

 

During the three months ended July 31, 2021,2022, we did not change any of our critical accounting policies as disclosed in our 20202021 Annual Report on Form 10-K as filed with the Securities and Exchange Commission on April 12, 2021.6, 2022.

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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 2021”2022” means the period February 1, 20212022 to January 31, 2022.2023.

 

Results of Operations

 

Trends and Uncertainties

In recent years, operating results in our ethanol and by-products segment have been, at times affected by a weak margin environment including such factors as higher costs for corn, including increased basis over index pricing, lower availability of local corn, lower ethanol demand and the EPA granting small refiner waivers.

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 were 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 led to reduced demand for gasoline and ethanol, which consequently resulted in historically low ethanol pricing. As a result, 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 in late May of 2020 and at NuGen in late June of 2020. In addition, actions by the Federal Reserve related to the COVID-19 outbreak, reduced interest rates. Given the amount of cash and short-term investments we have, this has reduced our interest income and could continue 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 recent Delta variant, cannot be reasonably estimated at this time, although a prolonged production stoppage at our plants could have a material adverse impact on our results of operations, financial condition and cash flows in future periods.

26

Congress passed the CARES Act in March 2020, which provided the United States department of Agriculture (“USDA”) with additional funding from the “Commodity Credit Corporation. The USDA is using this additional funding to provide direct payments to farmers, including farmers that we purchase corn from. Such direct payments to farmers could cause further delays in marketing decisions. Consequently, this could reduce the supply of available corn and could result in a price increase. In addition, China has been purchasing large quantities of corn, which has led to higher prices for corn. We have experienced an increase in the local basis price paid over Chicago Board of Trade for corn during the first six months of fiscal year 2021.

 

Renewable Fuel Standard II (“RFS II”), established in October 2010, has been an important factor in the growth of ethanol usage in the United States. In recent years, there has been much uncertainty on the enforcement of RFS II. When it was originally established, by Congress, RFS II required the volume of “conventional” or corn derived ethanol to be blended with gasoline to increase each year until it reached 15.0 billion gallons in 2015 and was torequired that it remain at that level through 2022. There are no established congressional target volumes beginning in 2023. The EPA has the authority to waive the biofuel mandate, in whole or in part, if there is inadequate domestic renewable fuel supply or the requirement severely harms the domestic economy or environment. On December 19, 2019,In addition, under RFS II, a small refiner that processes less than 75,000 barrels of oil per day can petition the EPA announcedfor a waiver of their requirement to submit renewable identification numbers (“RINs”). The EPA, through consultation with the finalDepartment of Energy and the Department of Agriculture, can grant the refiner a full or partial waiver, or deny the waiver. The EPA issued 85 refinery exemptions for 2016-2018 compliance years, undercutting the statutory renewable fuel volumes by a total of 4.0 billion gallons.

The EPA has finalized volumes for 2021 and 2022 and reduced the previously finalized volumes for 2020 renewable volume obligationto account for challenges for that year including the COVID-19 pandemic. The volumes for conventional ethanol, which met thebiofuels are 13.8 billion gallons and 15.0 billion gallons congressional target.for 2021 and 2022, respectively. The 2020 volumes were reduced to 12.5 billion gallons, down from the previously finalized 15.0 billion gallons. In addition, the EPA at the same time denied all pending applications for Small Refinery Exemptions (SREs). The EPA also added 250 million gallons of “supplemental obligation” to the 2022 proposed volumes and stated its intent to add another 250 million gallons to 2023 to address the remand of the 2016 waiver by the D.C Circuit. There are multiple legal challenges to how the EPA has missed its deadlinehandled SREs and RFS II rulemakings.

Due to the Russian-Ukraine conflict, the corn and natural gas supplies worldwide have been adversely affected, and have had a negative impact on prices for both commodities and corn availability in the United States.

The recently enacted Inflation Reduction Act of 2022 has not yet releasednumerous potential impacts on our business which we are still evaluating. The economics for carbon sequestration will benefit from raising the carbon capture tax credit from $50 per metric ton to $85 per metric ton. The credit will be “direct pay”, meaning it would be a draft renewable volume obligation rulerefundable credit, for the 2021 volumes. On April 15, 2020,first five state Governors sentyears, starting with the year the facility is placed in service, but not beyond December 31, 2032. In addition, the law would provide other potential impacts to our business or industry, such as (a) creating a letter tonew Clean Fuel Production Credit that would be dependent on the EPA requestinglevel of greenhouse gas emissions reduction for each gallon; (b) extending the biodiesel tax credit, which could impact our renewable corn oil values, as this co-product serves as a general waiverlow-carbon feedstock for renewable diesel and biomass based diesel production; (c) creating a new tax credit for

27

sustainable aviation fuel; (d) funding biofuel refueling infrastructure which could impact the availability of higher level ethanol blended fuel; and (e) providing for the RFS II requirements due toproduction and purchase credits for electric vehicles, which could impact the drop in demand caused by COVID-19 travel restrictions. On October 21, 2020, 15 U.S. Senators sent a letter toamount of internal combustion engines on the EPA requesting a general waiver of the RFS II requirements toroad over time, and ultimately reduce the 2021 renewable volume obligation, citing the reduced demand for gasoline, diesel fuels due to COVID-19.and ethanol.

 

On JuneAugust 25, 2021,2022, the Supreme Court ofCalifornia Air Resources Board approved the United States ruledAdvanced Clean Cars II rule that requires all new cars and light trucks sold in favor of small refiners and reversed a portion of the decision by the U.S. Court of Appeals for the 10th Circuit on small refiner waivers (SRWs). It only reversed the interpretation of “extension” of a waiver but not the economic hardship portion of the decision. It remains unclear how the Supreme Court decision may impact the EPA’s handling of SRWs.

Throughout fiscal year 2020 and the first six months of fiscal year 2021, operating resultsstate be zero-emissions vehicles, including plug-in hybrid electric vehicles beginning in our refined coal segment were affected by inconsistent utility plant demand (our only customer). By November 18, 2021, we expect to cease these operations and the resulting earning of production tax credits, as based upon current legislation this facility will no longer be eligible to earn additional tax credits beyond that date.2035.

 

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

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Comparison of Three and Six Months Ended July 31, 20212022 and 20202021

 

The following sections discuss thetable summarizes our results offrom 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. We have two reportable segments: i) ethanol and by-products; and ii) refined coal. We evaluate the performance of each reportable segment using net income attributable to REX common shareholders. Segment profitability measures are determined using the same accounting policies used in the preparation of the consolidated financial statements. The following tables summarizes segment and other results (amounts in thousands):

 

  Three Months Ended
July 31,
  Six Months Ended
July 31,
 
  2021  2020  2021  2020 
Net sales and revenue:                
Ethanol and by-products $195,678  $39,242  $359,720  $122,477 
Refined coal 1  165   85   227   100 
Total net sales and revenue $195,843  $39,327  $359,947  $122,577 

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
July 31,
  Six Months Ended
July 31,
 
  2021  2020  2021  2020 
Segment gross profit (loss):                
Ethanol and by-products $14,155  $553  $33,631  $(7,670) 
Refined coal  (3,081)   (1,884)   (4,755)   (2,991) 
Total gross profit (loss) $11,074  $(1,331)  $28,876  $(10,661) 
                 
Income (loss) before income taxes:                
Ethanol and by-products $10,732  $(3,259)  $21,820  $(15,610) 
Refined coal  (3,455)   (2,118)   (5,260)   (2,965) 
Corporate and other  (902)   (702)   (1,758)   (1,247) 
Total income (loss) before income taxes $6,375  $(6,079)  $14,802  $(19,822) 
                 
(Provision) benefit for income taxes:                
Ethanol and by-products $(1,985)  $893  $(4,423)  $5,054 
Refined coal  5,441   2,919   7,639   3,878 
Corporate and other  221   234   432   427 
Total benefit for income taxes $3,677  $4,046  $3,648  $9,359 
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  Three Months Ended
July 31,
  Six Months Ended
July 31,
 
  2021  2020  2021  2020 
Net income (loss) (net of noncontrolling interests):            
Ethanol and by-products $6,418  $(2,178)  $14,374�� $(9,611) 
Refined coal  2,139   898   2,612   1,048 
Corporate and other  (681)   (468)   (1,326)   (820) 
Net income (loss) attributable to REX common shareholders $7,876  $(1,748)  $15,660  $(9,383) 
  Three Months Ended
July 31,
  Six Months Ended
July 31,
  2022  2021  2022  2021 
             
Net sales and revenue $240,328  $195,678  $434,556  $359,720 
Cost of sales  223,744   181,524   406,060   326,089 
Gross profit $16,584  $14,154  $28,496  $33,631 
                 
Income before income taxes $19,215  $9,806  $28,049  $19,993 
                 
Provision for income taxes $(4,330) $(1,767) $(6,178) $(3,991) 
                 
Net income attributable to REX common shareholders (continuing operations) $11,170  $5,710  $16,352  $12,979 
                 
Net income attributable to REX common shareholders (discontinued operations) $-  $2,166  $-  $2,681 

 

The following table summarizes net sales and revenue from the ethanol and by-products segmentby product group (amounts in thousands):

 

 Three Months Ended
July 31,
  Six Months Ended
July 31,
 Three Months Ended
July 31,
 Six Months Ended
July 31,
  2022 2021 2022 2021 
 2021  2020  2021  2020          
Ethanol $153,990  $32,524  $280,059  $93,121  $190,807  $153,990  $337,269  $280,059 
Dried distillers grains  31,573   5,480   62,691   24,398   34,261   31,573   66,158   62,691 
Non-food grade corn oil  9,813   1,313   15,407   4,501   14,223   9,813   25,325   15,407 
Modified distillers grains  1,934   209   4,227   666   2,456   1,934   6,811   4,227 
Derivative financial instruments losses  (1,638)   (298)   (2,764)   (298)   (1,474)  (1,638)  (1,152)  (2,764)
Other  6   14   100   89   55   6   145   100 
Total $195,678  $39,242  $359,720  $122,477 
Total, continuing operations $240,328  $195,678  $434,556  $359,720 
                
Refined coal (discontinued operations) 1 $-  $165  $-  $227 

1 Refined coal sales were recorded net of the cost of coal as the Company purchased the coal feedstock from the customer to which the processed refined coal was sold.

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The following table summarizes selected data from the ethanol and by-products segment:operating data:

 

 Three Months Ended
July 31,
  Six Months Ended
July 31,
 
 Three Months Ended
July 31,
 Six Months Ended
July 31,
  2022 2021 2022 2021 
 2021  2020  2021  2020          
Average selling price per gallon of ethanol (net of hedging) $2.21  $1.23  $2.02  $1.25  $2.65  $2.21  $2.47  $2.02 
Gallons of ethanol sold (in millions)  69.0   26.5   139.0   74.8   71.4   69.0   135.9   139.0 
Average selling price per ton of dried distillers grains $206.78  $135.54  $207.84  $143.24  $249.62  $206.78  $233.80  $207.84 
Tons of dried distillers grains sold  152,689   40,429   301,640   170,324   137,250   152,689   282,964   301,640 
Average selling price per pound of non-food grade corn oil $0.47  $0.24  $0.41  $0.25  $0.72  $0.47  $0.68  $0.41 
Pounds of non-food grade corn oil sold (in millions)  20.7   5.4   37.8   18.1   19.7   20.7   37.4   37.8 
Average selling price per ton of modified distillers grains $90.54  $31.87  $79.13  $49.32  $128.50  $90.54  $121.65  $79.13 
Tons of modified distillers grains sold  21,361   6,566   53,421   13,507   19,110   21,361   55,989   53,421 
Average cost per bushel of grain $6.45  $3.63  $5.86  $3.86  $7.78  $6.45  $7.18  $5.86 
Average cost of natural gas (per MmBtu) $3.30  $2.92  $3.24  $3.60  $7.04  $3.30  $6.48  $3.24 

 

Net sales and revenue in the quarter ended July 31, 20212022 increased approximately 398%23% compared to the prior year’s second quarter. Net sales and revenue in the first six months of fiscal year 2021ended July 31, 2022 increased approximately 194%. We had significantly lower production and sales volumes in our ethanol and by-products segment during21% compared to the first six months of fiscal year 2020, as diminished local availability of corn2021. Quantities sold at the NuGen facility, the effects of the COVID-19 outbreak and lower ethanol pricing resulted in the idling of the NuGen and One Earth ethanol plants in March of 2020. We resumed production operations at One Earth in late May of 2020 and at NuGen in late June of 2020. Both of our consolidated plants produced at or near capacity during the second quarter of fiscal year 2022 and the first six months of fiscal2022 did not change significantly from the prior year 2021.comparable periods. The increase in net sales and revenue was driven primarily by stronger commodity pricing in the second quarter and first six months of 2022.

 

Ethanol sales increased in the second quarter of fiscal year 20212022 compared to the second quarter of fiscal year 20202021 as the number of gallons sold increased 160% and the average selling price per gallon sold increased 80% over the prior year second quarter.20%, along with a slight increase in gallons sold of 3%. Ethanol sales increased in the first six months of fiscal year 20212022 compared to the first six months of fiscal year 20202021 as the number of gallons sold increased 86% and the average selling price per gallon sold increased 62% over the prior fiscal year.22%, offset slightly by a decrease in gallons sold of 2%. The increase in the ethanol selling price resulted primarily from an increase in demand and an increase in commodity prices.

 

Dried distillers grains sales increased in the second quarter of fiscal year 20212022 compared to the second quarter of fiscal year 20202021 as the number of tons sold increased 278% and the average selling price per ton sold increased 53% over the prior year second quarter.21%, offset partially by a 10% decrease in tons sold. Dried distillers grains sales increased in the first six months of fiscal year 20212022 compared to the first six months of fiscal year 20202021 as the number of tons sold increased 77% and the average selling price per ton sold increased 45% over the prior fiscal year.12%, offset slightly by a 6% decrease in tons sold. The increase in the dried distillers grains selling price resulted primarily from increased demand and an increase in corn prices as dried distillers grains prices often correlate with corn pricing. Logistics issues contributed to the decrease in tons sold.

Non-food grade corn oil sales increased in the second quarter of fiscal year 2022 compared to the second quarter of fiscal year 2021 as the average selling price per pound increased 53% over the prior year

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Non-food grade corn oil sales increased in the second quarter, of fiscal year 2021 compared to the second quarter of fiscal year 2020 as the number ofoffset slightly by a decrease in pounds sold increased 283% and the average selling price per pound increased 96% over the prior year second quarter.of 5%. Non-food grade corn oil sales increased in the first six months of fiscal year 20212022 compared to the first six months of fiscal year 20202021 as the number of pounds sold increased 109% and the average selling price per pound increased 64% over the prior year fiscal year.66%, offset slightly by a decrease in pounds sold of 1%. The increase in the non-food grade corn oil selling price resulted primarily from an increase in demand from the biodiesel industry.

 

Modified distillers grains sales increased in the second quarter of fiscal year 20212022 compared to the second quarter of fiscal year 20202021 as the number of tons sold increased 225% and the average selling price per ton sold increased 184% over the prior year second quarter.42%, offset partially by an 11% decrease in tons sold. Modified distillers grains sales increased in the first six months of fiscal year 20212022 compared to the first six months of fiscal year 20202021 as the number of tons sold increased 296% and the average selling price per ton sold increased 60% over the prior year fiscal year.54%, coupled with a 5% increase in tons sold. The increase in the modified distillers grains selling price resulted primarily from an increase in corn prices and increased local demand.prices.

 

Losses on derivative financial instruments, included in net sales and revenue, of approximately $1.6$1.5 million in the second quarter of fiscal year 20212022 related to our risk management activities and were impacted by the increase in ethanol prices during that quarter. There were losses on derivative financial instruments of approximately $0.3$1.6 million during the second quarter of fiscal year 2020.2021. Losses on derivative financial instruments, included in net sales and revenue, were approximately $1.2 million in the first six months of fiscal year 2022 compared to $2.8 million in the first six months of fiscal year 2021 compared to $0.3 million in the first six months of fiscal year 2020.2021.

 

Gross profit for the second quarter of fiscal year 20212022 increased approximately $12.4$2.4 million compared to the prior year’s second quarter. This was primarily causedSelling prices overall increased significantly year over year, but were offset by significantly higher productiona significant increase in the price of corn and sales volumesnatural gas. The crush spread decreased slightly from break-even in ourthe second quarter of 2021 to $(0.02) in the second quarter of 2022. In addition, fewer ethanol and by-products segment duringcontracts were sold net of freight in the second quarter of fiscal year 20212022 compared to the reduced levels during the second quarter of fiscal year 2020 discussed above. The crush spread for the second quarter of fiscal year 2021, was approximately break-even per gallon of ethanol sold compared to $(0.04) per gallon of ethanol sold during the second quarter ofwhich increased revenue in fiscal year 2020.2022. The selling price per gallon of ethanol sold increased 80%20% for the second quarter of fiscal year 20212022 compared to the second quarter of fiscal year 2020, slightly outpacing the 78%2021. There was a 21% increase in the cost per bushel of corn during the same periods. In addition, higher sales volumes discussed above and prices of by-products contributed to the increase in gross profit during the second quarter of fiscal year 2021 compared to the second quarter of fiscal year 2020. During the second quarter of fiscal year 2020 the impact from the COVID-19 outbreak and lower gasoline pricing resulted in lower ethanol and corn pricing which severely impacted operations and resulted in the consolidated ethanol plants being idled for a portion of the quarter.

 

Grain accounted for approximately 86%84% ($156.2186.9 million) of our cost of sales during the second quarter of fiscal year 20212022 compared to approximately 68%86% ($26.1156.2 million) during the second quarter of fiscal year 2020.2021. Natural gas accounted for approximately 3%6% ($6.212.8 million) of our cost of sales during the second quarter of fiscal year 20212022 compared to approximately 5%3% ($1.96.2 million) during the second quarter of fiscal year 2020.2021. The grain and natural gas expenditure increases were primarily attributable to the higher costs of both corn and natural gas with stable production levels in the second quarter of fiscal year 20212022 compared to the reduced production levels in the second quarter of fiscal year 2020 and the significant rise in corn prices during the second quarter of fiscal year 2021.

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Gross profit for the first six months of fiscal year 2021 increased2022 decreased approximately $39.5$5.1 million compared to the first six months of the prior year. This was primarily the result of significantly higher production and sales volumes in our ethanol and by-products segment during the first six months of fiscal year 2021 compared to2021. Selling prices increased significantly year over year, but were offset by the reduced levels duringsignificant increase in the first six monthscost of fiscal year 2020 discussed above.corn. The crush spread for the first six months of fiscal year 2021 was approximatelydid not change from $0.02 per gallon of ethanol sold compared to $(0.08) per gallon of ethanol sold during the first six months of fiscal year 2020. The selling price per gallon of ethanol sold increased 62% forover the first six months of fiscal year 2021 compared to the first six months of fiscal year 2020, outpacing2022. However, more ethanol contracts were sold net of freight in the 52%first six months of fiscal year 2022 compared to fiscal year 2021, which reduced revenue in fiscal year 2022. The selling price per gallon of ethanol sold increased 22% for the first six months of fiscal year 2022 compared to the first half of fiscal year 2021. There was a 23% increase in the cost per bushel of corn during the same periods. In addition, higher sales volumes discussed above and prices of by-products contributed to the increase in gross profit during the first six months of fiscal year 2021 compared to the first six months of fiscal year 2020. During the first six months of fiscal year 2020 the impact from the COVID-19 outbreak and lower gasoline pricing resulted in lower ethanol and corn pricing which severely impacted operations and resulted in the consolidated ethanol plants being idled for a portion of the year and the large gross loss.

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Grain accounted for approximately 85%84% ($278.2339.6 million) of our cost of sales during the first six months of fiscal year 20212022 compared to approximately 73%85% ($94.8278.2 million) during the first six months of fiscal year 2020.2021. Natural gas accounted for approximately 3%6% ($9.923.7 million) of our cost of sales during the first six months of fiscal year 20212022 compared to approximately 6%3% ($7.39.9 million) during the first six months of fiscal year 2020.2021. The grain increase wasand natural gas expenditure increases were primarily attributable to the higher costs of both corn and natural gas with stable production levels in the first six months of fiscal year 20212022 compared to the reduced production levels in the first six months of fiscal year 2020 and the significant rise in corn prices during the first six months of fiscal year 2021. The natural gas unit price decrease was primarily attributable to gains realized on the sales of unused natural gas during the first quarter of fiscal year 2021. The sales were a result of unusual and significant increases in the spot price of natural gas during portions of the first quarter of fiscal year 2021 which resulted in an opportunity for us to sell forward natural gas purchases at a gain.

 

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 were approximately $6.6$9.1 million for the second quarter of fiscal year 2021, significantly2022, higher than the approximately $4.4$6.2 million of expenses for the second quarter of fiscal year 2020.2021. Higher shipping costs of $1.1 million contributed to a portion of the increase in the second quarter of fiscal year 2022 as more sales contracts provided for shipping to be paid by us compared to the second quarter of fiscal year 2021. In addition, performance bonuses increased approximately $0.9 million in the second quarter of fiscal year 2022 compared to the second quarter of fiscal year 2021. SG&A expenses were approximately $16.6$14.4 million for the first six months of fiscal year 2021, significantly higher2022, slightly lower than the approximately $9.0$16.1 million of expenses for the first six months of fiscal year 2020. A majority2021. Shipping costs declined approximately $4.3 million for the six months ended July 31, 2022 comparted to the prior year as fewer ethanol contracts required us to pay the freight. This was offset by increases in railcar lease expense of the increase results from higher shipping costs as more sales contracts in our ethanolapproximately $0.7 million and by-products segment provided for shipping to be paid by usperformance bonus of approximately $0.9 million in the second quarterfirst six months of fiscal year 20212022 compared to the second quarterfirst six months of fiscal year 2020. In addition, there was an increase in incentive compensation associated with higher profitability in fiscal year 2021.

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During the second quarter of fiscal year 2021,2022, we recognized income of approximately $1.8$3.6 million compared to a lossincome of approximately $0.5$1.8 million for the second quarter of fiscal year 2020,2021, from our equity investment in Big River, which is included in our ethanol and by-products segment results.River. We recognized income of approximately $5.5 million during the first six months of fiscal year 2022 compared to income of approximately $2.4 million during the first six months of fiscal year 2021 compared2021. During the second quarter of 2022, COVID-19 relief grants from the U.S. Department of Agriculture (USDA) received by Big River contributed $1.6 million to a loss of approximately $1.0 million during the first six months of fiscal year 2020.increase in income we recognized in 2022. Big River has interests in four ethanol production plants that shipped approximately 417429 million gallons in the trailing twelve months ended July 31, 20212022 and has an effective ownership of ethanol gallons shipped for the same period of approximately 361372 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 $8.2 million for the second quarter of fiscal year 2022 versus approximately $39,000 for the second quarter of fiscal year 2021 versus approximately $197,000 for the second quarter of fiscal year 2020.2021. Interest and other income was

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approximately $8.4 million for the first six months of fiscal year 2022 versus approximately $82,000 for the first six months of fiscal year 2021 versus2021. During the second quarter of 2022, the Company’s consolidated plants received COVID-19 relief grants from the USDA totaling approximately $866,000 for$7.8 million based on reduced production in 2020. The remaining increase is due to an increase in interest income as yields on our excess cash increased in the second quarter and first six months of fiscal year 2020. Interest income decreased as yields on our excess cash decreased in2022 compared to the second quarter and first six months of fiscal year 2021 compared to the first six months of fiscal year 2020.2021.

 

As a result of the foregoing, income before income taxes was approximately $6.4$19.2 million for the second quarter of fiscal year 20212022 versus a loss of approximately $6.1$9.8 million for the second quarter of fiscal year 2020.2021. Income before income taxes was approximately $14.8 million versus a loss of approximately $19.8$28.0 million for the first six months of fiscal years 2021 and 2020, respectively.year 2022 versus approximately $20.0 million for the first six months of fiscal year 2021.

 

WePrior to the third quarter of fiscal year 2021, 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 and six months ended July 31, 2021. Beginning on November 18, 2021, we are unable to earn tax credit related to the refined coal business, and 2020. as such, have ceased operation of that business. As earning these credits is what had caused the significant changes in the estimated annual effective tax rate from small changes in estimated “ordinary” income and we have now classified the refined coal business as discontinued operations, we have returned to using the annual effective tax rate method to calculate the provision or benefit for income taxes from continuing operations beginning in the three and nine month periods ending October 31, 2021. Our income tax benefitprovision from continuing operations was approximately $3.7$4.3 million and approximately $4.0$1.8 million for the three months ended July 31, 2022 and 2021, and 2020, respectively and. Our income tax provision from continuing operations was approximately $3.6 million$6.2 millions and approximately $9.4$4.0 million for the six months ended July 31, 2022 and 2021, respectively.

As a result of the foregoing, net income from continuing operations was approximately $14.9 million for the second quarter of fiscal year 2022 compared to approximately $8.0 million for the second quarter of fiscal year 2021. Net income from continuing operations was approximately $21.9 million for the first six months of fiscal year 2022 compared to approximately $16.0 million for the first six months of fiscal year 2021.

Income from continuing operations related to noncontrolling interests was approximately $3.7 million for the second quarter of fiscal year 2022 compared to $2.3 million for the second quarter of fiscal year 2021. Income from continuing operations related to noncontrolling interests was approximately $5.5 million for the first six months of fiscal year 2022 compared to $3.0 million for the first six months of fiscal year 2021. These amounts represent the other owners’ share of the income or loss of NuGen and 2020, respectively We had a higher benefit in the prior year periods based upon pre-tax losses for those periods versus pre-tax income in the current periods. The benefit is also largely impacted by the level of tax credits generated fromOne Earth. Noncontrolling interests related to the refined coal operation. entity is included in discontinued operations.

As a result of the foregoing, net income attributable to REX common shareholders from continuing operations for the second quarter of fiscal year 2022 was approximately $11.2 million, an increase of approximately $5.5 million from net income attributable to REX common shareholders from continuing operations of approximately $5.7 million for the second quarter of fiscal year 2021. Net income attributable to REX common shareholders from continuing operations for the first six months of fiscal year 2022 was approximately $16.4 million, an increase of approximately $3.4 million from net income

33

attributable to REX common shareholders from continuing operations of approximately $13.0 million for the first six months of fiscal year 2021.

The Company ceased operation of its refined coal business as tax credits could no longer be earned on its operation beginning November 18, 2021. Beginning in the third quarter of fiscal year 2021, the results of the operation of the refined coal business have been recognized as discontinued operations. The refined coal business operated at a pre-tax loss but generated tax credits that normally exceeded the operating loss. There was no activity related to discontinued operations in the first six months of fiscal year 2022. Net income attributable to REX common shareholders from discontinued operations, net of tax, for the three and six months ended July 31, 2021 was approximately $2.2 million and $2.7 million, respectively.

Through its refined coal operation, the Company earnsearned production tax credits pursuant to IRC Section 45. The credits can be used to reduce future income tax liabilities for up to 20 years. OurThe income tax benefit generated from discontinued operations was approximately $5.4 million and approximately $7.6 million for the firstthree and six months of fiscal year 2020 includes approximately $1.8 million related to the lengthening of a net operating loss carryback allowed by the CARES Act.ended July 31, 2021.

 

As a result of the foregoing, net income was approximately $10.1 million for the second quarter of fiscal year 2021 compared to net loss of approximately $2.0 million for the second quarter of fiscal year 2020. Net income was approximately $18.5 million for the first six months of fiscal year 2021 compared to net loss of approximately $10.5 million for the first six months of fiscal year 2020.

Income related to noncontrolling interests was approximately $2.2 million for the second quarter of fiscal year 2021 compared to a loss of $0.3 million for the second quarter of fiscal years 2020. Income related to noncontrolling interests was approximately $2.8 million for the six months of fiscal year 2021 compared to a loss of approximately $1.1 million for the first six months of fiscal years 2020. These amounts represent the other owners’ share of the income or loss of NuGen, One Earth and the refined coal entity.

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As a result of the foregoing, net income attributable to REX common shareholders for the second quarter of fiscal year 2021 was approximately $7.9 million, an increase of approximately $9.6 million from net loss attributable to REX common shareholders of approximately $1.7 million for the second quarter of fiscal year 2020. Net income attributable to REX common shareholders for the first six months of fiscal year 2021 was approximately $15.7 million, an increase of approximately $25.0 million from net loss attributable to REX common shareholders of approximately $9.4 million for the first six months of fiscal year 2020.

Liquidity and Capital Resources

Net cash provided by operating activities was approximately $0.8 million for the first six months of fiscal year 2022, compared to cash provided by operating activities of approximately $17.2 million for the first six months of fiscal year 2021. For the first six months of fiscal year 2022, cash was provided by net income from continuing operations of approximately $21.9 million, adjusted for non-cash items of approximately $10.8 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 accounts receivable used cash of approximately $12.7 million, primarily a result of the timing of products shipped and the receipt of customer payments at One Earth and NuGen in addition to higher sales and pricing. Inventories increased by approximately $7.7 million, primarily a result of the timing of receipt of raw materials and the shipment of finished goods, as well as an increase in commodity prices. An increase in the balance of other assets of approximately $2.2 million primarily relates to changes in the carrying value of forward purchase contracts recorded at fair value. A decrease in the balance of refundable income taxes of approximately $0.8 million primarily relates to amount currently payable on income from the first three months of the fiscal year. A decrease in the balance of accounts payable used cash of approximately $11.3 million, which was primarily a result of the timing of inventory receipts and vendor payments. An increase in the balance of other liabilities provided cash of approximately $1.2 million.

 

Net cash provided by operating activities was approximately $17.2 million for the first six months of fiscal year 2021, compared to cash used of approximately $9.0 million for the first six months of fiscal year 2020.2021. For the first six months of fiscal year 2021, cash was provided by net income from continuing operations of approximately $18.5$16.0 million, adjusted for non-cash items of approximately $6.6$13.1 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 accounts receivable used cash of approximately $9.8 million, primarily a result of the timing of products shipped and the receipt of customer payments at One Earth and NuGen in addition to higher sales and pricing. Inventories increased by approximately $3.9 million, primarily a result of the timing of receipt of raw materials and the shipment of

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finished goods, as well as an increase in the pricing of raw materials. A decrease in the balance of other assets of approximately $0.3 million primarily relates to changes in the carrying value of forward purchase contracts recorded at fair value. An increase in the balance of refundable income taxes of approximately $0.9$1.1 million primarily relates to estimated federal and state income tax payments made during fiscal year 2021. An increase in the balance of accounts payable provided cash of approximately $5.5$4.8 million, which was primarily a result of the timing of inventory receipts and vendor payments. An increase in the balance of other liabilities provided cash of approximately $0.9 million, which was primarily a result of operating lease payments.

Net Discontinued operations used cash used in operating activities was approximately $9.0 million for the first six months of fiscal year 2020. For the first six months of fiscal year 2020, cash was used by a net loss of approximately $10.5 million, adjusted for non-cash items of approximately $9.3 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$3.1 million during the first six months of fiscal year 2020. A decrease in the balance of accounts receivable provided cash of approximately $3.2 million, which was primarily a result of the timing of customer shipments and payments as well as lower commodity prices. Inventories decreased by approximately $5.3 million, which was primarily a result of the timing of receipt of raw materials, shipments of finished goods and lower commodity prices. An increase in the balance of refundable income taxes of approximately $4.6 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 $10.3 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 $2.9 million, which was primarily a result of payments of operating leases and incentive compensation.2021.

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At July 31, 2021,2022, working capital was approximately $246.0$315.4 million, compared to approximately $228.0$294.7 million at January 31, 2021.2022. The ratio of current assets to current liabilities was 7.48.5 to 1 at July 1, 202131, 2022 and 8.46.8 to 1 at January 31, 2022.

Cash of approximately $167.0 million was used in investing activities for the first six months of fiscal year 2022, compared to approximately $0.3 million provided by investing activities during the first six months of fiscal year 2021. During the first six months of fiscal year 2022, we had capital expenditures of approximately $2.9 million, primarily for improvements at the One Earth and NuGen facilities. We expect capital expenditures to be in the range of approximately $10.0 million to $15.0 million for the remainder of fiscal year 2022. During the first six months of fiscal year 2022, we purchased short-term U.S. Treasury Bills of approximately $190.0 million while certificates of deposit of approximately $25.9 million matured. The certificates of deposit and U.S Treasury Bills had maturities of less than one year and we classified them as short-term investments. Depending on investment options available, we may elect to retain the funds, or a portion thereof, in cash, short-term investments or long-term investments.

 

Cash of approximately $0.3 million was provided by investing activities for the first six months of fiscal year 2021, compared to approximately $12.4 million used during the first six months of fiscal year 2020.2021. During the first six months of fiscal year 2021, we had capital expenditures of approximately $2.7 million, primarily for improvements at the One Earth and NuGen facilities. We expect capital expenditures to be in the range of approximately $3.0 million to $5.0 million for the remainder of fiscal year 2021. During the first six months of fiscal year 2021, we purchased certificates of deposit (classified as short-term investments) of approximately $49.3 million. During the first six months of fiscal year 2021, certificates of deposit (classified as short-term investments) of approximately $52.2 million matured. The certificates of deposit 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 $12.4 million was used in investing activities for the first six months of fiscal year 2020. During the first six months of fiscal year 2020, we had capital expenditures of approximately $5.7 million, primarily for the purchase of land at One Earth Energy. During the first six months of fiscal year 2020, we purchased certificates of deposit (classified as short-term investments) of approximately $45.5 million. During the first six months of fiscal year 2020, certificates of deposit (classified as short-term investments) of approximately $39.0 million matured.

Cash of approximately $2.5$7.8 million was used in financing activities for the first six months of fiscal year 2021,2022, compared to approximately $5.7$2.7 million for the first six months of fiscal year 2020.2021. During the first six months of fiscal year 2021,2022, we used cash of approximately $1.4$6.2 million to purchase approximately 17,000222,000 shares of our common stock in open market transactions. We also made payments of approximately $1.3$1.6 million to noncontrolling interests holders.

 

Cash of approximately $5.7$2.7 million was used in financing activities forfrom continuing operations in the first six months of fiscal year 20202021 as we used cash of approximately $5.6$1.4 million to purchase approximately 109,00052,000 shares of our common stock in open market transactions.transactions and we made payments of approximately $1.3 million to noncontrolling interests holders.

 

We are investigating various uses for our excess cash and short-term investments. We have historically had a stock buyback program, and subsequent to the endgiven our current authorization level, can repurchase a total of the fiscal 2021 second quarter completed a 500,000 share buyback authorization from the Board of Directors and obtained authorization toapproximately 1,126,000 shares at July 31, 2022. We typically repurchase an additional 500,000 shares. We also plan to seek and evaluate investment opportunities including ethanol and/or energy related, carbon dioxide 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 by drilling a test well and performing seismic surveys. The seismic survey has been completed and the datacommon stock when our stock price is being sent for processing. Further work and research is needed to determine if this will be a feasible location for carbon sequestration and storage.

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trading at a price we deem to be a discount to the underlying value of our net assets. We plan to seek and evaluate various investment opportunities including ethanol and/or energy related, carbon sequestration related, agricultural or other ventures we believe fit our investment criteria.

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 and natural gas, logistical delays, ourcommodity market risk, ethanol and refined coal plants operating efficiently and according to forecasts and projections, logistical interruptions, changes in the international, national or regional economies, the impact of inflation, the ability to attract employees, weather, results of income tax audits, changes in income tax laws or regulations, the impact of U.S. foreign trade policy, changes in foreign currency exchange rates and the effects of terrorism or acts of war. The Company does not intend to update publicly any forward-looking statements except as required by law. 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, 20212022 (File No. 001-09097).

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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 July 31, 20212022 is as follows, assuming normal operating capacity (amounts in thousands):

 

Commodity Estimated Total
Volume for
12 Months
    Unit of Measure    Decrease in Pre-tax
Income From a 10%
Adverse Change in Price
  Estimated Total
Volume for
12 Months
 Unit of Measure Decrease in Pre-tax
Income From a 10%
Adverse Change in Price
 
       
Ethanol  280,000  Gallons $62,678   280,000  Gallons  $66,933  
Corn  100,000  Bushels $57,302   100,000  Bushels  $67,382  
Distillers Grains  770  Tons $12,548   705  Tons  $13,473  
Non-food grade Corn Oil  77,750  Pounds $3,905   76,000  Pounds  $4,929  
Natural Gas  7,400  MmBtu $800   7,400  MmBtu  $4,004  

 

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.

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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

 

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, 2021.2022.

 

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

 

Not Applicable

 

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:

 

 31Rule 13a-14(a)/15d-14(a) Certifications
   
 32Section 1350 Certifications
   
 101The following information from REX American Resources Corporation Quarterly Report on Form 10-Q for the quarter ended July 31 2021,, 2022, formatted in iXBRL: (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.
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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

REX American Resources Corporation
Registrant

Registrant

 

Signature Title Date
     

/s/ Zafar A. Rizvi

(Zafar A. Rizvi)

 Chief Executive Officer and President
(Zafar Rizvi)(Chief
  (Chief
Executive Officer)
 September 3, 20211, 2022
     

/s/ Douglas L. Bruggeman

(Douglas L. Bruggeman)

 

Vice President, Finance and Treasurer

(Douglas L. Bruggeman)(Chief

  (Chief Financial Officer)

  September 3, 20211, 2022

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