NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1.
|
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
|
Principles of Consolidation
–
The accompanying financial statements consolidate the operating results and financial position of REX American
Resources Corporation and its wholly-owned and majority owned subsidiaries (the “Company” or “REX”). All
intercompany balances and transactions have been eliminated. As of January 31, 2017, the Company owns interests in three ethanol
entities – two are consolidated and one is accounted for using the equity method of accounting.
Fiscal Year –
All
references in these consolidated financial statements to a particular fiscal year are to the Company’s fiscal year ended
January 31. For example, “fiscal year 2016” means the period February 1, 2016 to January 31, 2017. The Company refers
to its fiscal year by reference to the year immediately preceding the January 31 fiscal year end date.
Segments –
The
Company has one reportable segment, alternative energy. In applying the criteria set forth in ASC 280 “
Segment Reporting
”,
the Company determined that based on the nature of the products and production process and the expected financial results, the
Company’s operations at its ethanol plants are aggregated into one reporting segment.
Use of Estimates –
The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the
United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities
and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts
of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Cash Equivalents –
Cash equivalents are principally short-term investments with original maturities of less than three months. The carrying
amount of cash equivalents approximates fair value.
Concentrations of Risk
–
The Company maintains cash and cash equivalents in accounts with financial institutions which exceed federally insured
limits. The Company has not experienced any losses in such accounts. The Company does not believe there is significant credit risk
related to its cash and cash equivalents. Five (fiscal year 2016) and four (fiscal years 2015 and 2014) customers accounted for
approximately 83%, 75% and 74% of the Company’s net sales and revenue during fiscal years 2016, 2015 and 2014, respectively.
At January 31, 2017 and 2016, these customers represented approximately 88% and 47%, respectively, of the Company’s accounts
receivable balance.
Inventory
–
Inventories are carried at the lower of cost or market on a first-in, first-out basis. Inventory includes direct production costs
and certain overhead costs such as depreciation, property taxes and utilities related to producing ethanol and related co-products.
Inventory is permanently 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. There was
no significant write-down of inventory during fiscal years 2016, 2015 or 2014. Fluctuations in the write-down of inventory generally
relate to the levels and composition of such inventory at a given point in time and commodity prices
.
The components
of inventory at January 31, 2017, and January 31, 2016 are as follows (amounts in thousands):
|
|
January 31,
|
|
|
|
2017
|
|
|
2016
|
|
|
|
|
|
|
|
|
|
|
Ethanol and other finished goods
|
|
$
|
5,262
|
|
|
$
|
3,105
|
|
Work in process
|
|
|
2,359
|
|
|
|
2,652
|
|
Grain and other raw materials
|
|
|
9,436
|
|
|
|
11,421
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
17,057
|
|
|
$
|
17,178
|
|
Property and Equipment
–
Property and equipment is recorded at cost. Depreciation is computed using the straight-line method. Estimated
useful lives are 15 to 40 years for buildings and improvements, and 2 to 20 years for fixtures and equipment. The components of
property and equipment at January 31, 2017 and 2016 are as follows (amounts in thousands):
|
|
January 31,
|
|
|
|
2017
|
|
|
2016
|
|
|
|
|
|
|
|
|
|
|
Land and improvements
|
|
$
|
20,951
|
|
|
$
|
21,598
|
|
Buildings and improvements
|
|
|
23,203
|
|
|
|
24,543
|
|
Machinery, equipment and fixtures
|
|
|
255,348
|
|
|
|
237,735
|
|
Construction in progress
|
|
|
1,046
|
|
|
|
6,094
|
|
|
|
|
|
|
|
|
|
|
|
|
|
300,548
|
|
|
|
289,970
|
|
Less: accumulated depreciation
|
|
|
(117,787
|
)
|
|
|
(99,994
|
)
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
182,761
|
|
|
$
|
189,976
|
|
In accordance with ASC 360-05
“
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, based on an analysis of undiscounted
future expected cash flows from the use and ultimate disposition of the asset. The Company recorded no impairment charges in fiscal
year 2016. The Company recorded impairment charges of $125,000 in fiscal year 2015, all of which is included in cost of sales in
the Consolidated Statement of Operations. The Company recorded impairment charges of $68,000 in fiscal year 2014, all of which
is included in discontinued operations in the Consolidated Statement of Operations. These impairment charges are primarily related
to unfavorable changes in real estate conditions in local markets. Impairment charges result from the Company’s management
performing cash flow analysis and represent management’s estimate of the excess of net book value over fair value.
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 of an
asset group 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. The Company generally determines the fair value of
the asset group using a discounted cash flow model based on market participant assumptions (for income producing asset groups)
or by obtaining appraisals based on the market approach and comparable market transactions (for non-income producing asset groups).
Depreciation expense was approximately
$19,519,000, $18,638,000 and $16,387,000 in fiscal years 2016, 2015 and 2014, respectively.
Investments and Deposits –
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 consolidates
the results of two majority owned subsidiaries, One Earth and NuGen. The results of One Earth are included on a delayed basis of
one month lag as One Earth has a fiscal year end of December 31. NuGen has the same fiscal year as the parent, and therefore, there
is no lag in reporting the results of NuGen. The Company accounts for investments in limited liability companies in which it may
have 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. Any unallocated excess is treated as goodwill and is recorded
as a component of the carrying value of the equity method investee. 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 investments in Big River and Patriot (through May 31, 2015 – see Note 2 for
a discussion of the sale of the Company’s equity interest in Patriot) using the equity method of accounting and includes
the results of these entities on a delayed basis of one month as they have a fiscal year end of December 31.
The Company periodically evaluates its investments
for impairment due to declines in market value considered to be other than temporary. Such impairment evaluations include, in addition
to persistent, declining market prices, 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 Statements of Operations and
a new cost basis in the investment is established.
Revenue Recognition
– The Company
recognizes sales from the production of ethanol, distillers grains and non-food grade corn oil when title transfers to customers,
generally upon shipment from the ethanol plant or upon loading of the rail car used to transport the products.
Cost of Sales –
Cost of sales includes depreciation, costs of raw materials, inbound freight charges, purchasing and receiving costs, inspection
costs, shipping costs, other distribution expenses, warehousing costs, plant management, certain compensation costs and general
facility overhead charges.
Selling, General and
Administrative Expenses –
The Company includes non-production related costs such as professional fees and certain
payroll in selling, general and administrative expenses.
Interest Expense –
There was no cash paid for interest in fiscal years 2016 and 2015. Cash paid for interest in fiscal year 2014 was approximately
$2,136,000.
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 ASC 815, because these arrangements are for purchases
of grain that will be delivered in quantities expected to be used and sales of ethanol, distillers grains and non-food grade corn
oil that will be produced in quantities expected to be sold by us over a reasonable period of time in the normal course of business.
During the years ended January 31, 2017 and 2016 there were no material settlements of forward contracts that are recorded at fair
value. At January 31, 2017, the company recorded an asset and a liability of $0.2 million and $0.1 million, respectively, associated
with contracts not accounted for under the “normal purchases and normal sales” scope exemption of ASC 815. At January
31, 2016, the Company recorded a liability of $0.3 million associated with these contracts not accounted for under the “normal
purchases and normal sales” scope exemption of ASC 815.
The Company uses derivative
financial instruments (exchange-traded futures contracts) to manage a portion of the risk associated with changes in commodity
prices, primarily related to corn. The Company monitors and manages this exposure as part of its overall risk management policy.
As such, the Company seeks to reduce the potentially adverse effects that the volatility of these markets may have on its operating
results. The Company may take hedging positions in these commodities as one way to mitigate risk. While the Company attempts to
link its hedging activities to purchase and sale activities, there are situations in which these hedging activities can themselves
result in losses. The Company does not hold or issue derivative financial instruments for trading or speculative purposes. The
changes in fair value of these derivative financial instruments are recognized in current period earnings as the Company does not
use hedge accounting.
The Company used derivative
financial instruments to manage its balance of fixed and variable rate debt. Interest rate swap agreements involve the exchange
of fixed and variable rate interest payments and do not represent an actual exchange of the notional amounts between the parties.
The swap agreement was not designated for hedge accounting pursuant to ASC 815. The interest rate swap was recorded at its fair
value and the changes in fair values were recorded as gain or loss on derivative financial instruments in the Consolidated Statements
of Operations. The Company paid settlements of interest rate swaps of approximately $1,142,000 in fiscal years 2014.
Stock Compensation
–
The Company has a stock-based compensation plan, approved by its shareholders, which reserves a total of 550,000 shares of common
stock for issuance pursuant to its terms. The plan provides for the granting of shares of stock, including options to purchase
shares of common stock, stock appreciation rights tied to the value of common stock, restricted stock, and restricted stock unit
awards to eligible employees, non-employee directors and consultants. 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 equity
and liability awards in its consolidated financial statements over the requisite service period on a straight-line basis. See Note
11 for a further discussion of restricted stock.
The Company had stock-based
compensation plans under which stock options had been granted to directors, officers and key employees. These plans were terminated
in fiscal year 2015. The total intrinsic value of options (granted pursuant to these terminated plans) exercised in the year ended
January 31, 2015 was approximately $4.0 million resulting in tax deductions to realize benefits of approximately $0.8 million.
Income Taxes
– 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 bases and operating
loss and tax credit carryforwards. The Company provides for a valuation allowance if, based on the weight of available evidence,
it is more likely than not that some or all of the deferred tax assets will not be realized.
Discontinued Operations
– Prior to the prospective adoption of ASU 2014-08, the Company classified sold real estate assets in discontinued
operations when the operations and cash flows of the real estate assets had been eliminated from ongoing operations and when the
Company did not have any significant continuing involvement in the operation of the real estate after disposal. Beginning February
1, 2015, only disposals of a component that represent a strategic shift that has (or will have) a major effect on operations and
financial results are to be classified as discontinued operations.
Comprehensive Income
– The Company has no components of other comprehensive income, and therefore, comprehensive income equals net income.
New Accounting Pronouncements
–
The Company will be required to adopt the amended guidance in ASC Topic 606 “
Revenue from Contracts with
Customers
”, which requires revenue recognition to reflect the transfer of promised goods or services to customers and
replaces existing revenue recognition guidance. The updated standard permits the use of either the retrospective or cumulative
effect transition method. The Financial Accounting Standards Board (“FASB”) has deferred the required adoption of the
amended guidance by one year, from February 1, 2017 to February 1, 2018. Early application beginning February 1, 2017 is permitted.
The Company has not completed its analysis of adopting this guidance but it does not expect the adoption of this guidance to have
a material impact on its consolidated financial statements and related disclosures.
Effective February 1, 2018,
the Company will be required to adopt Accounting Standards Update (“ASU”) No. 2015-17, “
Balance Sheet Classification
of Deferred Taxes
”. This amended guidance requires that deferred income tax liabilities and assets be classified as noncurrent
in a classified statement of financial position. The Company has not yet determined the effect of this amended guidance on its
consolidated financial statements and related disclosures.
In January 2016, the FASB issued
ASU No. 2016-01, “
Recognition and Measurement of financial Assets and financial Liabilities”.
This standard
provides guidance for the recognition, measurement, presentation and disclosure of financial instruments. This standard is effective
for annual and interim periods beginning after December 15, 2016. The Company has not completed its analysis of adopting this standard
on its consolidated financial statements and related disclosures; however, the Company does not expect adoption of this standard
to have a material effect on its consolidated financial statements and related disclosures.
In February 2016, the FASB issued
ASU 2016-02, “
Leases
”. This standard requires that virtually all leases will be recognized by lessees on their
balance sheet as a right-of-use asset and a corresponding lease liability, including leases currently accounted for as operating
leases. The Company will be required to adopt this standard effective February 1, 2019. The Company has not yet determined the
effect of this amended guidance on its consolidated financial statements and related disclosures.
In March 2016, the FASB issued
ASU 2016-09, “
Improvements to Employee Share-Based Payment Accounting
”. This standard simplifies the accounting
treatment for excess tax benefits and deficiencies, forfeitures, and cash flow considerations related to share-based compensation.
This standard is effective for annual and interim periods beginning after December 15, 2016. The Company has not yet determined
the effect of this standard on its consolidated financial statements and related disclosures.
In August 2016, the FASB issued
ASU 2016-15 “
Statement of Cash Flows (Topic 230), Classification of Certain Cash Receipts and Cash Payments
”.
This standard provides guidance on eight specific cash flow issues. The cash flow issues covered by this ASU are: 1) debt prepayment
or debt extinguishment costs; 2) settlement of zero-coupon debt instruments or other debt instruments with coupon interest rates
that are insignificant in relation to the effective interest rate of the borrowing; 3) contingent consideration payments made after
a business combination; 4) proceeds from the settlement of insurance claims; 5) proceeds from the settlement of corporate-owned
life insurance policies, including bank-owned life insurance policies; 6) distributions received from equity method investees;
7) beneficial interests in securitization transactions; and 8) separately identifiable cash flows and application of the predominance
principle for distributions received from equity method investees in the Statement of Cash Flows. The Company will be required
to adopt this standard effective February 1, 2018. The Company has not determined the effect of this standard on its consolidated
financial statements and related disclosures.
In November 2016, the FASB issued
ASU 2016-18 “
Statement of Cash Flows (Topic 230), Restricted Cash
”. This standard requires that the statements
of cash flows explain the changes in the combined total of restricted and unrestricted cash balances. Amounts generally described
as restricted cash will be combined with unrestricted cash and cash equivalents when reconciling the beginning and end of period
balances on the statements of cash flows. The Company will be required to adopt this standard effective February 1, 2018. The Company
has not determined the effect of this standard on its consolidated financial statements and related disclosures.
The Company’s equity
method investment is accounted for under ASC 323 “
Investments-Equity Method and Joint Ventures
”. The following
table summarizes the investment at January 31, 2017 and 2016 (amounts in thousands):
Entity
|
|
Ownership
Percentage
|
|
|
Carrying
Amount January 31, 2017
|
|
|
Carrying
Amount January 31, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Big River Resources, LLC
|
|
|
9.7%
|
|
|
$
|
37,833
|
|
|
$
|
38,707
|
|
The Company invested $20.0 million
in Big River, a holding company for several entities, for a 9.7% ownership interest. Big River Resources West Burlington, LLC,
a wholly owned subsidiary of Big River, operates an ethanol manufacturing plant in West Burlington, Iowa. During fiscal year 2016,
the plant shipped 107 million gallons of ethanol. The plant has been in operation since 2004. Big River Resources Galva, LLC, a
wholly owned subsidiary of Big River, operates an ethanol manufacturing plant in Galva, Illinois. During fiscal year 2016, the
plant shipped 125 million gallons of ethanol. The plant has been in operation since 2009. Big River Resources United Energy, LLC,
a 55.3% owned subsidiary of Big River, operates an ethanol manufacturing plant in Dyersville, Iowa. During fiscal year 2016, the
plant shipped 128 million gallons of ethanol. Big River acquired a 50.5% ownership interest in this plant in 2009 and increased
its ownership to 55.3% during fiscal year 2015. Big River Resources Boyceville, LLC, a wholly owned subsidiary of Big River, operates
an ethanol manufacturing plant in Boyceville, Wisconsin. During fiscal year 2016, the plant shipped 57 million gallons of ethanol.
Big River acquired its interest in this plant in 2011. The Company recorded income of approximately $6.1 million, $6.0 million
and $18.2 million as its share of earnings from Big River during fiscal years 2016, 2015 and 2014, respectively. The Company received
dividends of approximately $7.0 million, $7.5 million and $18.0 million from Big River during fiscal years 2016, 2015 and 2014,
respectively. At January 31, 2017, the carrying value of the investment in Big River is approximately $37.8 million; the amount
of underlying equity in the net assets of Big River is approximately $37.2 million.
The Company invested $17.9 million
in Patriot for a 27% ownership interest. Patriot operated an ethanol manufacturing plant in Annawan, Illinois. On June 1, 2015,
Patriot and a subsidiary of CHS Inc. (“CHS”) completed a merger that resulted in CHS acquiring 100% of the ownership
interest in Patriot. The Company received a cash payment of approximately $45.5 million at the closing, representing its proportionate
share of the merger consideration for its 27% ownership interest. The total merger consideration was approximately $196 million
in cash subject to certain adjustments and certain escrow holdbacks. In connection with this transaction, the Company recognized
a gain of approximately $10.4 million during fiscal year 2015. During fiscal year 2016, the Company received proceeds of approximately
$4.5 million as partial payment for certain escrow holdbacks and adjustments to the purchase price. As a result, the Company recognized
approximately $0.2 million as gain on sale of investment during the first quarter of fiscal year 2016. At January 31, 2017, the
Company has approximately $0.1 million in accounts receivable on the accompanying Consolidated Balance Sheets related to estimated
escrow proceeds that were recognized as income in fiscal year 2015.
The Company recorded income
of approximately $2.9 million and $14.0 million as its share of earnings from Patriot during fiscal years 2015 and 2014, respectively.
The Company received dividends of approximately $3.6 million and $4.9 million from Patriot during fiscal years 2015 and 2014, respectively.
Undistributed earnings of equity
method investees totaled approximately $17.8 million and $18.7 million at January 31, 2017 and 2016, respectively. Summarized financial
information for the Company’s equity method investee as of its fiscal year end is presented in the following table (amounts
in thousands):
As of December 31, 2016
|
|
Big River
|
|
|
|
|
|
|
Current assets
|
|
$
|
175,299
|
|
Non current assets
|
|
|
311,450
|
|
Total assets
|
|
$
|
486,749
|
|
Current liabilities
|
|
$
|
50,798
|
|
Long-term liabilities
|
|
|
—
|
|
Total liabilities
|
|
$
|
50,798
|
|
Noncontrolling interests
|
|
$
|
52,336
|
|
As of December 31, 2015
|
|
Big River
|
|
|
|
|
|
|
Current assets
|
|
$
|
137,758
|
|
Non current assets
|
|
|
341,907
|
|
Total assets
|
|
$
|
479,665
|
|
Current liabilities
|
|
$
|
49,224
|
|
Long-term liabilities
|
|
|
—
|
|
Total liabilities
|
|
$
|
49,224
|
|
Noncontrolling interests
|
|
$
|
48,156
|
|
Summarized financial information
for each of the Company’s equity method investees is presented in the following table for the years ended December 31, 2016,
2015 and 2014 (amounts in thousands):
Year Ended December 31, 2016
|
|
Big River
|
|
|
|
|
|
|
Net sales and revenue
|
|
$
|
851,434
|
|
Gross profit
|
|
$
|
88,841
|
|
Income from continuing operations
|
|
$
|
63,292
|
|
Net income
|
|
$
|
63,292
|
|
Year Ended December 31, 2015
|
|
Patriot (1)
|
|
|
Big River
|
|
|
|
|
|
|
|
|
|
|
Net sales and revenue
|
|
$
|
115,614
|
|
|
$
|
863,554
|
|
Gross profit
|
|
$
|
14,424
|
|
|
$
|
85,451
|
|
Income from continuing operations
|
|
$
|
11,100
|
|
|
$
|
62,193
|
|
Net income
|
|
$
|
11,100
|
|
|
$
|
62,193
|
|
(1)
|
For Patriot, results are for the five month period ended May 31, 2015 as the Company’s equity interest in Patriot was sold June 1, 2015.
|
Year Ended December 31, 2014
|
|
Patriot
|
|
|
Big River
|
|
|
|
|
|
|
|
|
|
|
Net sales and revenue
|
|
$
|
331,260
|
|
|
$
|
1,184,505
|
|
Gross profit
|
|
$
|
59,980
|
|
|
$
|
241,963
|
|
Income from continuing operations
|
|
$
|
52,875
|
|
|
$
|
187,388
|
|
Net income
|
|
$
|
52,875
|
|
|
$
|
187,388
|
|
Big River has debt agreements
that limit and restrict amounts the entity can pay in the form of dividends or advances to owners. The restricted net assets of
Big River at January 31, 2017 are approximately $278.7 million. At January 31, 2017, the Company’s proportionate share of
restricted net assets of Big River is approximately $27.0 million.
The Company applies ASC 820,
which 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 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 financial instruments at fair value.
Level 1
– Quoted prices in active markets for identical assets or liabilities. Level 1 assets and liabilities include debt and equity
securities and derivative contracts that are traded in an active exchange market, as well as certain U.S. Treasury securities that
are highly liquid and are actively traded in over-the-counter markets.
Level 2
– Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets
that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the
full term of the assets or liabilities. Level 2 assets and liabilities include derivative contracts whose value is determined using
a pricing model with inputs that are observable in the market or can be derived principally or corroborated by observable market
data.
Level 3
– Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the
assets or liabilities. Level 3 assets and liabilities include financial instruments whose value is determined using pricing models,
discounted cash flow methods, or similar techniques, as well as instruments for which the determination of fair value requires
significant management judgment or estimation. Unobservable inputs are developed based on the best information available, which
may include the Company’s own data.
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. The fair values of property and equipment are determined by using
various models that discount future expected cash flows.
To ensure the prudent
application of estimates and management judgment in determining the fair value of derivative assets and liabilities 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 at January 31, 2017 on a recurring basis are summarized below (amounts in thousands):
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
Total
Fair
Value
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commodity futures (3)
|
|
$
|
—
|
|
|
$
|
45
|
|
|
$
|
—
|
|
|
$
|
45
|
|
Forward purchase contracts asset (4)
|
|
|
—
|
|
|
|
163
|
|
|
|
—
|
|
|
|
163
|
|
Investment in cooperative (1)
|
|
|
—
|
|
|
|
—
|
|
|
|
333
|
|
|
|
333
|
|
Total assets
|
|
$
|
—
|
|
|
$
|
208
|
|
|
$
|
333
|
|
|
$
|
541
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Forward purchase contracts liability (2)
|
|
$
|
—
|
|
|
$
|
136
|
|
|
$
|
—
|
|
|
$
|
136
|
|
Financial assets and liabilities measured at fair value at January
31, 2016 on a recurring basis are summarized below (amounts in thousands):
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
Total
Fair
Value
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment in cooperative (1)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
333
|
|
|
$
|
333
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Forward purchase contracts liability (2)
|
|
$
|
—
|
|
|
$
|
312
|
|
|
$
|
—
|
|
|
$
|
312
|
|
(1)
|
The investment in cooperative is included in “Other
assets” on the accompanying Consolidated Balance Sheets.
|
(2)
|
The forward purchase contract liability is included in “Accrued expenses and other current
liabilities” on the accompanying Consolidated Balance Sheets.
|
(3)
|
The commodity futures asset is included in “Prepaid expenses and other” on the accompanying
Consolidated Balance Sheets.
|
(4)
|
The forward purchase contract asset is included in “Prepaid expenses and other” on
the accompanying Consolidated 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.
No other financial instruments
were elected to be measured at fair value in accordance with ASC 470-20-25-21.
The Company reviews its long-lived
assets for impairment on at least an annual basis based on the carrying value of these assets. As a result of vacancies at owned
real estate locations, the Company tested certain long-lived assets for impairment using a fair value measurement approach. The
fair value measurement approach utilizes a number of significant unobservable inputs or Level 3 assumptions. These assumptions
include, among others, the implied fair value of these assets using an income approach by preparing a discounted cash flow analysis
and the implied fair value of these assets using recent sales data of comparable properties, and other subjective assumptions.
Upon completion of its impairment analysis, which was performed at various times throughout fiscal year 2014, the Company determined
that the carrying value of certain long-lived assets exceeded the fair value of these assets. Accordingly, in fiscal year 2014,
the Company recorded long-lived asset impairment charges of approximately $68,000. There were no assets measured at fair value
at January 31, 2016 and 2015 on a non-recurring basis.
The components of other noncurrent assets at January
31, 2017 and 2016 are as follows (amounts in thousands):
|
|
January 31,
|
|
|
|
2017
|
|
|
2016
|
|
|
|
|
|
|
|
|
|
|
Real estate taxes refundable
|
|
$
|
5,923
|
|
|
$
|
5,091
|
|
Deposits
|
|
|
155
|
|
|
|
664
|
|
Other
|
|
|
835
|
|
|
|
887
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
6,913
|
|
|
$
|
6,642
|
|
Real estate taxes refundable
represent amounts due One Earth associated with refunds of previously paid taxes in connection with a tax increment financing arrangement
with local taxing authorities. Deposits are with vendors and governmental authorities.
5.
|
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES
|
The components of accrued expenses
and other current liabilities at January 31, 2017 and 2016 are as follows (amounts in thousands):
|
|
January 31,
|
|
|
|
2017
|
|
|
2016
|
|
|
|
|
|
|
|
|
Accrued utility charges
|
|
$
|
2,414
|
|
|
$
|
2,094
|
|
Accrued payroll and related items
|
|
|
4,279
|
|
|
|
3,760
|
|
Accrued real estate taxes
|
|
|
2,716
|
|
|
|
2,564
|
|
Accrued income taxes
|
|
|
2,120
|
|
|
|
—
|
|
Other
|
|
|
1,819
|
|
|
|
1,005
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
13,348
|
|
|
$
|
9,423
|
|
6.
|
NET INCOME PER SHARE FROM CONTINUING OPERATIONS
|
The Company reports net income
per share in accordance with ASC 260, “
Earnings per Share
”. Basic net income per share is computed by dividing
net income available to common shareholders by the weighted average number of common shares outstanding during the year. Diluted
net income per share is computed by dividing net income available to common shareholders by the weighted average number of shares
outstanding and dilutive common share equivalents during the year. Common share equivalents for each year include the number of
shares issuable upon the exercise of outstanding options or restricted stock awards, less the shares that could be purchased under
the treasury stock method. For fiscal years 2015 and 2014 all shares subject to outstanding options were dilutive.
The following table reconciles
the basic and diluted net income per share amounts from continuing operations computations for each year presented for fiscal years
2015 and 2014 (amounts in thousands, except per-share amounts):
|
|
2015
|
|
|
|
Income
|
|
|
Shares
|
|
|
Per Share
|
|
|
|
|
|
|
|
|
|
|
|
Basic net income per share from continuing operations attributable to REX common shareholders
|
|
$
|
31,436
|
|
|
|
7,297
|
|
|
$
|
4.31
|
|
Effect of restricted stock
|
|
|
|
|
|
|
10
|
|
|
|
|
|
Diluted net income per share from continuing operations attributable to REX common shareholders
|
|
$
|
31,436
|
|
|
|
7,307
|
|
|
$
|
4.30
|
|
|
|
2014
|
|
|
|
Income
|
|
|
Shares
|
|
|
Per Share
|
|
|
|
|
|
|
|
|
|
|
|
Basic net income per share from continuing operations attributable to REX common shareholders
|
|
$
|
86,776
|
|
|
|
8,109
|
|
|
$
|
10.70
|
|
Effect of stock options
|
|
|
|
|
|
|
9
|
|
|
|
|
|
Diluted net income per share from continuing operations attributable to REX common shareholders
|
|
$
|
86,776
|
|
|
|
8,118
|
|
|
$
|
10.69
|
|
At January 31, 2017, the Company
has lease agreements, as lessee, for rail cars and a natural gas pipeline. All of the leases are accounted for as operating leases.
As of January 31, 2017, future minimum annual rentals on such leases are as follows (amounts in thousands):
Years Ended
January 31,
|
|
Minimum
Rentals
|
|
|
|
|
|
2018
|
|
$
|
7,022
|
|
2019
|
|
|
6,108
|
|
2020
|
|
|
4,577
|
|
2021
|
|
|
2,778
|
|
2022
|
|
|
2,547
|
|
Thereafter
|
|
|
1,622
|
|
|
|
$
|
24,654
|
|
During fiscal years 2016, 2015
and 2014, the Company purchased 87,904 shares, 1,254,344 shares and 283,979 shares, respectively, of its common stock for approximately
$4,353,000, $70,208,000 and $18,238,000, respectively. Included in these amounts are shares the Company received totaling 1,555
for the year ended January 31, 2015 as tenders of the exercise price of stock options exercised by certain officers and directors
of the Company. The cost of these shares, determined as the fair market value on the date they were tendered, was approximately
$100,000 for the year ended January 31, 2015. At January 31, 2017, the Company had prior authorization by its Board of Directors
to purchase, in open market transactions, an additional 155,334 shares of its common stock. Information regarding the Company’s
common stock is as follows (amounts in thousands):
|
|
January 31,
|
|
|
|
|
|
|
|
2017
|
|
|
2016
|
|
Authorized shares
|
|
|
45,000
|
|
|
|
45,000
|
|
Issued shares
|
|
|
29,853
|
|
|
|
29,853
|
|
Outstanding shares
|
|
|
6,561
|
|
|
|
6,648
|
|
9.
|
REVOLVING LINES OF CREDIT
|
Effective April 1, 2016, One Earth
and NuGen each entered into $10.0 million revolving loan facilities that mature April 1, 2017. Any borrowings will be secured by
the inventory and accounts receivable of One Earth or NuGen, specific to which entity borrows money under these facilities. These
revolving loan facilities are recourse only to One Earth and NuGen and not to REX American Resources Corporation or any of its
other subsidiaries. Borrowings under these facilities bear interest at the one month LIBOR rate plus 250 basis points. Neither
One Earth nor NuGen had outstanding borrowings on the revolving loans during the year ended January 31, 2017. One Earth and NuGen
are also subject to certain financial covenants under the revolving loan facilities, including working capital requirements, should
they borrow on the loans.
10.
|
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 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 and the line items on the Consolidated Balance Sheets
in which the fair values are reflected (in thousands):
|
|
Asset Derivatives
|
|
|
Liability Derivatives
|
|
|
|
Fair Value at
January 31,
|
|
|
Fair Value at
January 31,
|
|
|
|
2017
|
|
|
2016
|
|
|
2017
|
|
|
2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commodity futures (1)
|
|
$
|
45
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Forward purchase contracts (2)
|
|
$
|
163
|
|
|
$
|
—
|
|
|
$
|
136
|
|
|
$
|
312
|
|
|
(1)
|
Commodity futures are included in prepaid expense and other. These
contracts are short/sell positions for approximately 0.7 million bushels of corn.
|
|
(2) Forward purchase contracts assets are included in
prepaid expenses and other while forward purchase contracts liabilities are included in accrued expenses and other current
liabilities. These contracts are for purchases of approximately 5.3 million bushels of corn at January 31, 2017 and 0.7
million bushels of corn at January 31, 2016.
|
As of January 31, 2017, all of
the derivative financial instruments held by the Company were subject to enforceable master netting arrangements. The Company’s
accounting policy is to offset positions owed or owing with the same counterparty. As of January 31, 2017, the gross positions
of the enforceable master netting agreements are not significantly different from the net positions presented in the table above.
Depending on the amount of an unrealized loss on a derivative contract held by the Company, the counterparty may require collateral
to secure the Company’s derivative contract position. As of January 31, 2017, the Company was required to maintain collateral
with the counterparty in the amount of approximately $131,000 to secure the Company’s derivative liability position.
See Note 3 which contains fair
value information related to derivative financial instruments.
The following table provides information
about gains recognized in income on the Company’s derivative financial instruments and the line items on the Consolidated
Statements of Operations in which the fair values are reflected for fiscal years 2016, 2015 and 2014 (in thousands):
|
|
2016
|
|
|
2015
|
|
|
2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of sales
|
|
$
|
(2,131
|
)
|
|
$
|
(382
|
)
|
|
$
|
—
|
|
The Company maintains the REX
2015 Incentive Plan, approved by its shareholders, which reserves a total of 550,000 shares of common stock for issuance pursuant
to its terms. The plan provides for the granting of shares of stock, including options to purchase shares of common stock, stock
appreciation rights tied to the value of common stock, restricted stock, and restricted stock unit awards to eligible employees,
non-employee directors and consultants. 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 January 31, 2017, 525,330 shares remain available
for issuance under the Plan. As a component of their compensation, restricted stock has been granted to directors at the market
price of REX common stock on the date of the grant. In addition one third of executives’ incentive compensation is payable
by an award of restricted stock based on the then market price of REX common stock.
At January 31, 2017 and 2016,
unrecognized compensation cost related to nonvested restricted stock was approximately $214,000 and $136,000, respectively.
The following table summarizes
non-vested restricted stock award activity for the fiscal years 2016 and 2015:
|
|
2016
|
|
|
|
|
|
|
Weighted
|
|
|
Weighted
|
|
|
|
|
|
|
Average Grant
|
|
|
Average Remaining
|
|
|
|
Non-Vested
|
|
|
Date Fair Value
|
|
|
Vesting Term
|
|
|
|
Shares
|
|
|
(000’s)
|
|
|
(in years)
|
|
|
|
|
|
|
|
|
|
|
|
Non-Vested at January 31, 2016
|
|
|
3,168
|
|
|
$
|
200
|
|
|
|
2
|
|
Granted
|
|
|
21,502
|
|
|
|
1,269
|
|
|
|
|
|
Forfeited
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
Vested
|
|
|
1,320
|
|
|
|
83
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-Vested at January 31, 2017
|
|
|
23,350
|
|
|
$
|
1,386
|
|
|
|
2
|
|
|
|
2015
|
|
|
|
|
|
|
Weighted
|
|
|
Weighted
|
|
|
|
|
|
|
Average Grant
|
|
|
Remaining Vesting
|
|
|
|
Non-Vested
|
|
|
Date Fair Value
|
|
|
Vesting Term
|
|
|
|
Shares
|
|
|
(000’s)
|
|
|
(in years)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-Vested at January 31, 2015
|
|
|
—
|
|
|
$
|
—
|
|
|
|
|
|
Granted
|
|
|
3,168
|
|
|
|
200
|
|
|
|
|
|
Forfeited
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
Vested
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-Vested at January 31, 2016
|
|
|
3,168
|
|
|
$
|
200
|
|
|
|
2
|
|
The following summarizes stock option activity
for fiscal year 2014:
|
|
2014
|
|
|
|
|
|
|
|
|
|
|
Weighted
|
|
|
|
|
|
|
|
|
|
|
Average
|
|
|
|
|
|
|
|
Shares
|
|
|
Exercise
|
|
|
|
|
|
|
|
(000’s)
|
|
|
Price
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding—Beginning of year
|
|
|
84
|
|
|
$
|
12.37
|
|
|
|
|
|
Exercised
|
|
|
(84
|
)
|
|
|
12.37
|
|
|
|
|
|
Canceled or expired
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding—End of year
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercisable—End of year
|
|
|
—
|
|
|
|
|
|
|
|
|
|
One Earth and NuGen have combined
forward purchase contracts for approximately 7.7 million bushels of corn, the principal raw material for their ethanol plants.
They expect to take delivery of a majority of the corn through June 2017.
One Earth and NuGen have combined
sales commitments for approximately 59.7 million gallons of ethanol, 67,000 tons of distillers grains and 14.4 million pounds
of non-food grade corn oil. They expect to deliver the ethanol, distillers grains and corn oil through June 2017.
One Earth has entered into an
agreement with an unrelated party for the use of a portion of the party’s natural gas pipeline. The term of the agreement
is 10 years, and the amount is $4,380,000, which is paid over 120 equal monthly installments of $36,500. Payments began in
February 2009. One Earth paid approximately $438,000 pursuant to the lease in each of fiscal years 2016, 2015 and 2014.
One Earth and NuGen
have entered into agreements with unrelated parties for the lease of railcars that will be used to ship ethanol and
distillers grains. These leases expire on various dates through February 1, 2024. One Earth and NuGen pay a monthly lease
amount per railcar. One Earth and NuGen combined incurred expenses of approximately $8,515,000, $7,221,000 and $7,024,000
pursuant to the leases in fiscal years 2016, 2015 and 2014, respectively.
One Earth and NuGen each have
a contract with an unrelated party (“Distillers Grains Marketer”) for distillers grains marketing services. Under the
terms of the contracts, the Distillers Grains Marketers will purchase all of One Earth’s and NuGen’s distillers grains production
during the term of the contracts. The contracts call for One Earth and NuGen to pay a fee per ton of distillers grains for the
Distillers Grains Marketers’ services. The terms of the agreements are for one year and shall renew automatically for additional
one year terms, unless either party sends notice to the other party of its intent to terminate the agreement at least 90 days prior
to the expiration of the then current term of the agreement. One Earth and NuGen incurred fees of approximately $1,194,000, $1,169,000
and $1,190,000 in fiscal years 2016, 2015 and 2014, respectively, for these marketing services.
One Earth has a grain origination
agreement with Alliance Grain, a minority equity owner, under which it purchased 100% of its grain during fiscal years 2016, 2015
and 2014. One Earth pays to Alliance Grain a certain amount per bushel for procurement fees. The term of the agreement expires
October 31, 2016, and shall renew automatically for additional one year terms, unless either party sends notice to the other party
of its intent to terminate the agreement at least 180 days prior to the expiration of the then current term of the agreement.
The provision (benefit) for income
taxes for fiscal years 2016, 2015 and 2014 consists of the following (amounts in thousands):
|
|
2016
|
|
|
2015
|
|
|
2014
|
|
|
|
|
|
|
|
|
|
|
|
Federal:
|
|
|
|
|
|
|
|
|
|
|
|
|
Current
|
|
$
|
12,197
|
|
|
$
|
15,804
|
|
|
$
|
23,452
|
|
Deferred
|
|
|
3,568
|
|
|
|
(2,867
|
)
|
|
|
20,717
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15,765
|
|
|
|
12,937
|
|
|
|
44,169
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
State and Local:
|
|
|
|
|
|
|
|
|
|
|
|
|
Current
|
|
|
2,153
|
|
|
|
2,651
|
|
|
|
3,536
|
|
Deferred
|
|
|
(525
|
)
|
|
|
(1,480
|
)
|
|
|
1,944
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,628
|
|
|
|
1,171
|
|
|
|
5,480
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Provision for income taxes
|
|
$
|
17,393
|
|
|
$
|
14,108
|
|
|
$
|
49,649
|
|
The tax effects of significant
temporary differences representing deferred tax assets and liabilities are as follows as of January 31, 2017 and 2016 (amounts
in thousands):
|
|
January 31,
|
|
|
|
2017
|
|
|
2016
|
|
|
|
|
|
|
|
|
Assets:
|
|
|
|
|
|
|
|
|
Accrued liabilities
|
|
$
|
539
|
|
|
$
|
915
|
|
State net operating loss carryforward
|
|
|
412
|
|
|
|
1,147
|
|
Other items
|
|
|
513
|
|
|
|
198
|
|
Valuation allowance
|
|
|
(417
|
)
|
|
|
(1,151
|
)
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
1,047
|
|
|
|
1,109
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
Basis in pass through entities, including depreciation
|
|
|
(41,080
|
)
|
|
|
(37,834
|
)
|
Other
|
|
|
(278
|
)
|
|
|
(543
|
)
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
(41,358
|
)
|
|
|
(38,377
|
)
|
Net deferred tax liability
|
|
$
|
(40,311
|
)
|
|
$
|
(37,268
|
)
|
The Company has a valuation allowance
of approximately $417,000 at January 31, 2017. The Company decreased the valuation allowance by $734,000, $601,000 and $265,000
in fiscal years 2016, 2015 and 2014, respectively. These adjustments to the valuation allowance are a result of estimates of realizing
certain future state tax benefits and federal capital loss carryforwards.
The Company paid income taxes
of approximately $7,090,000, $20,253,000 and $30,142,000 in fiscal years 2016, 2015 and 2014, respectively. The Company received
refunds of income taxes of approximately $150,000, $132,000 and $53,000 in fiscal years 2016, 2015 and 2014, respectively.
The effective income tax rate
on consolidated pre-tax income or loss differs from the federal income tax statutory rate for fiscal years 2016, 2015 and 2014
as follows:
|
|
2016
|
|
|
2015
|
|
|
2014
|
|
|
|
|
|
|
|
|
|
|
|
Federal income tax at statutory rate
|
|
|
35.0
|
%
|
|
|
35.0
|
%
|
|
|
35.0
|
%
|
State and local taxes, net of federal tax benefit
|
|
|
2.3
|
|
|
|
(1.3
|
)
|
|
|
3.6
|
|
Net change in valuation allowance
|
|
|
—
|
|
|
|
(1.2
|
)
|
|
|
(0.2
|
)
|
Domestic production activities deduction
|
|
|
(2.9
|
)
|
|
|
(1.7
|
)
|
|
|
(1.1
|
)
|
Uncertain tax positions
|
|
|
0.8
|
|
|
|
1.0
|
|
|
|
—
|
|
Noncontrolling interest
|
|
|
(4.6
|
)
|
|
|
(4.4
|
)
|
|
|
(4.0
|
)
|
Other
|
|
|
—
|
|
|
|
—
|
|
|
|
(0.8
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
30.6
|
%
|
|
|
27.4
|
%
|
|
|
32.5
|
%
|
The Company files a U.S. federal
income tax return and income tax returns in various states. In general, the Company is no longer subject to U.S. federal, state
or local income tax examinations by tax authorities for fiscal years ended January 31, 2010 and prior.
The Company applies the provisions
of ASC 740-10-25-5 for uncertain tax positions. As of January 31, 2017, total unrecognized tax benefits were approximately $1,875,000,
and accrued penalties and interest were approximately $221,000. If the Company were to prevail on all unrecognized tax benefits
recorded, the provision for income taxes would be reduced by approximately $1,297,000. 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 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 (dollars in thousands):
|
|
Years Ended
January 31,
|
|
|
|
2017
|
|
|
2016
|
|
|
|
|
|
|
|
|
Unrecognized tax benefits, beginning of year
|
|
$
|
987
|
|
|
$
|
1,658
|
|
Changes for tax positions for prior years
|
|
|
1,109
|
|
|
|
(1,658
|
)
|
Changes for tax positions for current year
|
|
|
—
|
|
|
|
987
|
|
|
|
|
|
|
|
|
|
|
Unrecognized tax benefits, end of year
|
|
$
|
2,096
|
|
|
$
|
987
|
|
14.
|
DISCONTINUED OPERATIONS
|
During fiscal year 2009, the Company
completed the exit of its retail business. Accordingly, certain operations of the Company’s former retail operations and
certain sold properties had been classified as discontinued operations prior to the prospective adoption of ASU 2014-08 effective
February 1, 2015. No items were reclassified as discontinued operations for fiscal years 2016 or 2015. Below is a table reflecting
certain items of the Consolidated Statement of Operations that were reclassified as discontinued operations for fiscal year 2014
(amounts in thousands):
|
|
2014
|
|
|
|
|
|
Net sales and revenue
|
|
$
|
47
|
|
|
|
|
|
|
Cost of sales
|
|
$
|
(321
|
)
|
|
|
|
|
|
Income before income taxes
|
|
$
|
368
|
|
Provision for income taxes
|
|
|
(134
|
)
|
Income from discontinued operations, net of tax
|
|
$
|
234
|
|
|
|
|
|
|
Gain on disposal before provision for income taxes
|
|
$
|
513
|
|
Provision for income taxes
|
|
|
(186
|
)
|
Gain on disposal of discontinued operations, net of tax
|
|
$
|
327
|
|
The Company is involved in various
legal actions arising in the normal course of business. After taking into consideration legal counsels’ evaluation of such
actions, management is of the opinion that their outcome will not have a material effect on the Company’s consolidated financial
statements. There were no liabilities recorded at January 31, 2017 or 2016 as the Company did not believe that there was a probable
and reasonably estimable loss associated with any legal contingencies.
16.
|
NET SALES AND REVENUE
|
The following table summarizes
sales for each product and service group for the periods presented (amounts in thousands):
|
|
Fiscal Year
|
|
Product or Service Category
|
|
2016
|
|
|
2015
|
|
|
2014
|
|
|
|
|
|
|
|
|
|
|
|
Ethanol
|
|
$
|
358,349
|
|
|
$
|
333,200
|
|
|
$
|
452,831
|
|
Dried distillers grains
|
|
|
71,204
|
|
|
|
81,116
|
|
|
|
96,328
|
|
Non-food grade corn oil
|
|
|
18,518
|
|
|
|
15,510
|
|
|
|
16,985
|
|
Modified distillers grains
|
|
|
5,326
|
|
|
|
5,999
|
|
|
|
4,814
|
|
Other
|
|
|
402
|
|
|
|
663
|
|
|
|
1,272
|
|
Total
|
|
$
|
453,799
|
|
|
$
|
436,488
|
|
|
$
|
572,230
|
|
All of the Company’s ethanol
and distillers grains are sold in the domestic market. The Company’s distillers grains marketers make all decisions with
regard to where products they purchase from the Company are distributed.
17.
|
QUARTERLY UNAUDITED INFORMATION
|
The following tables set forth
the Company’s net sales and revenue, gross profit, net income and net income per share (basic and diluted) for each quarter
during the last two fiscal years. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered
necessary for a fair presentation have been included.
|
|
Quarters Ended
|
|
|
|
(In Thousands, Except Per Share Amounts)
|
|
|
|
April 30,
|
|
|
July 31,
|
|
|
October 31,
|
|
|
January 31,
|
|
|
|
2016
|
|
|
2016
|
|
|
2016
|
|
|
2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net sales and revenue
|
|
$
|
100,222
|
|
|
$
|
115,707
|
|
|
$
|
116,283
|
|
|
$
|
121,587
|
|
Gross profit
|
|
|
8,422
|
|
|
|
17,284
|
|
|
|
20,162
|
|
|
|
25,171
|
|
Net income
|
|
|
3,466
|
|
|
|
9,029
|
|
|
|
11,474
|
|
|
|
15,549
|
|
Net income attributable to REX common shareholders
|
|
|
2,838
|
|
|
|
8,176
|
|
|
|
8,938
|
|
|
|
12,381
|
|
Basic net income per share attributable to REX common shareholders
|
|
$
|
0.43
|
|
|
$
|
1.24
|
|
|
$
|
1.36
|
|
|
$
|
1.88
|
|
Diluted net income per share attributable to REX common shareholders
|
|
$
|
0.43
|
|
|
$
|
1.24
|
|
|
$
|
1.36
|
|
|
$
|
1.88
|
|
|
|
Quarters Ended
|
|
|
|
(In Thousands, Except Per Share Amounts)
|
|
|
|
April 30,
|
|
|
July 31,
|
|
|
October 31,
|
|
|
January 31,
|
|
|
|
2015
|
|
|
2015
|
|
|
2015
|
|
|
2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net sales and revenue
|
|
$
|
105,197
|
|
|
$
|
113,480
|
|
|
$
|
110,584
|
|
|
$
|
107,227
|
|
Gross profit
|
|
|
9,127
|
|
|
|
18,276
|
|
|
|
14,273
|
|
|
|
9,158
|
|
Net income
|
|
|
4,439
|
|
|
|
18,711
|
|
|
|
9,433
|
|
|
|
4,827
|
|
Net income attributable to REX common shareholders
|
|
|
3,927
|
|
|
|
16,367
|
|
|
|
7,456
|
|
|
|
3,686
|
|
Basic net income per share attributable to REX common shareholders (a)
|
|
$
|
0.50
|
|
|
$
|
2.16
|
|
|
$
|
1.08
|
|
|
$
|
0.54
|
|
Diluted net income per share attributable to REX common shareholders (a)
|
|
$
|
0.50
|
|
|
$
|
2.16
|
|
|
$
|
1.08
|
|
|
$
|
0.54
|
|
|
a)
|
The total of the quarterly net income per share amounts do not equal
the annual net income per share amounts due to the impact of varying amounts of shares outstanding during the year.
|
During fiscal years 2016, 2015
and 2014, One Earth and NuGen purchased approximately $148.5 million, $148.2 million and $164.7 million, respectively, of corn
from minority equity investors. The Company had amounts payable to related parties for corn purchases of approximately $1.7 million and $1.2 million at January 31, 2017, and 2016, respectively.
******