REX AMERICAN RESOURCES Corp
For the period ended Jul 31, 2026. Filed Sep 3, 2026.
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Jul 31, 2026 · Filed Sep 3, 2026
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Notes to Consolidated Financial Statements
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
July 31, 2026
Note 1.Consolidated Financial Statements
References to the Company – References to “REX” or the “Company” in the consolidated financial statements and in these notes to the consolidated financial statements refer to REX American Resources Corporation, a Delaware corporation, and its majority and wholly owned subsidiaries.
The consolidated 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, 2026 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, 2026 (fiscal year 2025). These unaudited consolidated financial statements should 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, 2026. 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 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 wholly owned and majority owned subsidiaries. The Company includes the results of operations of One Earth in its Consolidated Statements of Operations on a delayed basis of one month as One Earth has a fiscal year end of December 31.
Common Stock – On May 28, 2026, shareholders adopted an amendment to the Certificate of Incorporation to increase the Company’s authorized common stock from 45,000,000 shares to 90,000,000 shares, which was then filed with the Secretary of State of Delaware.
Stock Split – On August 26, 2025, the Board of Directors of the Company adopted resolutions declaring atwo-for-one split of the Company’s Common Stock to be effectuated in the form of a 100% stock dividend, payable on September 15, 2025 to shareholders of record at the close of business on September 8, 2025. The stock split has been retroactively reflected in the accompanying consolidated financial statements.
Nature of Operations – The Company hasone reportable segment, ethanol and by-products. Within the ethanol and by-products segment, the Company has equity investments inthree ethanol limited liability companies, two of which are majority ownership interests.
In applying the criteria set forth in ASC 280, 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.
Note 2.Accounting Policies
The interim consolidated 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 2025 Annual Report on Form 10-K. While management believes that the procedures followed in the preparation of interim financial information are reasonable, the accuracy of some estimated amounts is dependent upon facts that will exist or calculations that will be accomplished at fiscal year-end. Examples of such estimates include accrued liabilities, such as management bonuses, and the provision for income taxes. Any adjustments pursuant to such estimates during the quarter were of a normal recurring nature. Actual results could differ from those estimates.
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 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. The carrying amount of cash equivalents approximates fair value.
Accounts Receivable
Accounts receivable are recorded at their estimated net realizable value. Accounts are considered past due if payment is not received on a timely basis in accordance with the Company’s credit terms. Accounts considered uncollectible are written off in the period they are determined to be uncollectible. As of July 31, 2026 and January 31, 2026, the Company believes that all amounts are collectible and an allowance for credit losses was not considered necessary. The balance of accounts receivable at January 31, 2025 was $21.5 million.
Revenue Recognition
The Company recognizes sales of ethanol, distillers grains and distillers 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.
Change in Accounting Principles
The Company has determined that it qualifies for clean fuel production tax credits allowable under the IRA and OBBBA. The benefit recognized is determined based on the Company’s CI score. The Company intends on utilizing the tax credits earned in fiscal year 2025 to offset taxes due and payable. As of July 31, 2026, the Company currently intends on selling the tax credits earned in fiscal year 2026.
Effective February 1, 2026, the Company elected to early adopt ASU 2025-10, “Accounting for Government Grants Received by Business Entities” and changed its accounting policy for Section 45Z tax credits. The Company determined the income model under ASU 2025-10 is preferable to better align with monetization opportunities in the future. The Company will record the tax credits earned under the income model of ASU 2025-10 as “Production tax credit income”, included within gross profit on the Consolidated Statements of Operations and within “Other assets” on the Consolidated Balance Sheets.
The Company determined that the change in accounting policy requires retrospective application. The Company did not record any Section 45Z tax credits until the fourth quarter of fiscal year 2025, and as such, there is no impact to the first six months of fiscal year 2025. Additionally, as the Company does not intend to monetize the credits earned in fiscal year 2025, the balance sheet classification as a deferred tax asset within “Other assets” remains appropriate. Further, there is no impact to the prior period equity balances as the retrospective adjustments result in an increase in net income attributable to noncontrolling interests, offset by an increase in distributions to noncontrolling interests. Accordingly, no retrospective adjustments to the balance sheet are required.
Below is a summary of reclassifications made to the Consolidated Statements of Operations for the year ended January 31, 2026 (amounts in thousands):
| As Previously Reported · Effect of Change · As CurrentlyReported | |||||
|---|---|---|---|---|---|
| Production tax credit income | $ | - | $31,723 | $31,723 | |
| Gross profit | $93,706 | $31,723 | $125,429 | ||
| Income before income taxes | $88,572 | $31,723 | $120,295 | ||
| Benefit (provision) for income taxes | $6,502 | $(28,089) | $(21,587) | ||
| Net income | $95,074 | $3,634 | $98,708 | ||
| Net income attributable to noncontrolling interests | $(12,123) | $(3,634) | $(15,757) | ||
| Net income attributable to REX common shareholders | $82,951 | $ | - | $82,951 | |
Cost of Sales
Cost of sales includes depreciation, costs of raw materials, third-party freight charges, purchasing and receiving costs, inspection costs, other distribution expenses, warehousing costs, plant repair and maintenance costs, production labor and related payroll costs, and general facility overhead charges.
Selling, General and Administrative Expenses
The Company includes non-production related costs such as professional fees, operating lease expense, and certain payroll in SG&A expenses.
Financial Instruments
Certain of the forward corn and natural gas purchase contracts and ethanol, distillers grains and distillers 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 corn that will be delivered in quantities expected to be used by the Company and sales of ethanol, distillers grains and distillers corn oil in quantities expected to be sold 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 and swaps) to manage a portion of the risk associated with changes in commodity prices, primarily related to corn and ethanol. The Company monitors and manages this exposure as part of its overall risk management policy. As such, the Company seeks to reduce the potentially adverse effects that the volatility of these markets may have on its operating results. The Company may take hedging positions in these commodities as one way to mitigate risk. While the Company attempts to link its hedging activities to purchase and sales activities, there are situations in which these hedging activities can themselves result in losses. The Company does not hold or issue derivative financial instruments for trading or speculative purposes. The changes in fair value of these derivative financial instruments are recognized in current period earnings as the Company does not designate any of its derivative instruments as cash flow or fair value hedges.
Income Taxes
The Company applies an effective tax rate to interim periods that is consistent with the Company’s estimated annual tax rate as adjusted for discrete items impacting the interim periods. 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 $800,000 and $3.1 million and receivedno refunds during the six months ended July 31, 2026 and 2025, respectively.
As of July 31, 2026 and January 31, 2026, total unrecognized tax benefits were approximately $259,000. Accrued penalties and interest were approximately $137,000 and approximately $124,000 at July 31, 2026 and January 31, 2026, respectively. If the Company were to prevail on all unrecognized tax
benefits recorded, the provision for income taxes would be reduced by approximately $175,000. 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 basis, the Company accrues for the effects of open uncertain tax positions and the related potential penalties and interest.
Inventory
Inventories are carried at the lower of cost or net realizable value. Cost for all inventories is determined using the first-in, first-out method. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonable predictable costs of completion, disposal, and transportation. Inventory includes direct production costs and certain overhead costs such as depreciation, property taxes and utilities related to producing ethanol and related by-products. Inventory is permanently written down in 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 didnot record any inventory write-downs at July 31, 2026. The Company recorded approximately $66,000 of inventory write-downs in cost of sales at January 31, 2026. Fluctuations in the write-down of inventory generally relate to the levels and composition of such inventory and changes in commodity prices at a given point in time.
The components of inventory are as follows (amounts in thousands):
| July 31, 2026 | January 31,2026 | |
|---|---|---|
| Ethanol and other finished goods | $5,687 | $5,809 |
| Work in process | 5,191 | 5,431 |
| Corn and other raw materials | 18,102 | 17,182 |
| Total | $28,980 | $28,422 |
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 15 to 40 years for buildings and improvements, and 3 to 40 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 or record any impairment charges during the first six months of fiscal year 2026 or fiscal year 2025.
The Company tests for recoverability of an asset group by comparing its carrying amount to its estimated undiscounted future cash flows. If the carrying amount exceeds its estimated undiscounted future
cash flows, the Company recognizes an impairment charge for the amount by which the asset group’s carrying amount exceeds its fair value, if any.
Investments
The method of accounting applied to long-term investments, whether consolidated, equity or cost, involves an evaluation of the significant terms of each investment that explicitly grant or suggest evidence of control or influence over the operations of the investee and also includes the identification of any variable interests in which the Company is the primary beneficiary. The Company accounts for investments in a limited liability company in which it has a less than 20% ownership interest using the equity method of accounting when the factors discussed in ASC 323 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 over 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 using the equity method of accounting and includes the results on a delayed basis of one month as Big River has a fiscal year end of December 31.
The Company periodically evaluates its investments for impairment due to declines in market value considered to be other than temporary. Such impairment evaluations include general economic and company-specific evaluations. If the Company determines that a decline in market value is other than temporary, then a charge to earnings is recorded in the Consolidated Statements of Operations and a new cost basis in the investment is established.
Short-term investments, consisting of U.S. government obligations, are considered held to maturity, and therefore are carried at amortized historical cost.
Recently Issued Accounting Standards
In November 2024, the FASB issued ASU 2024-03, “Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40)”, which provides clarity in assessing an entity’s performance and prospects for future cash flows by disclosure of more detailed information about the types of expenses in commonly presented expense captions. This ASU is effective for the Company’s fiscal year ended January 31, 2028. The Company is currently evaluating the impact of this ASU.
In May 2026, the FASB issued ASU 2026-02,“Environmental Credits and Environmental Credit Obligations (Topic 818)”, which establishes accounting and disclosure requirements for environmental credits and environmental credit obligations. The Company’s operations involve environmental credits, including RINs and EACs. This ASU is effective for the Company’s fiscal year ended January 31, 2029. The Company is currently evaluating the impact of the ASU on its accounting policies, financial statement presentation, and disclosures. The Company has not yet determined the impact that adoption of this standard will have on its consolidated financial statements and related disclosures.
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 or truck 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 concurrently 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 entered 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.
The following tables shows disaggregated revenue by product (amounts in thousands):
| Three Months Ended July 31, | Six Months Ended July 31, | |||
|---|---|---|---|---|
| 2026 | 2025 | 2026 | 2025 | |
| Ethanol | $125,777 | $123,312 | $245,658 | $247,709 |
| Dried distillers grains | 24,163 | 21,260 | 48,326 | 43,546 |
| Distillers corn oil | 17,589 | 12,509 | 30,545 | 22,388 |
| Modified distillers grains | 811 | 1,251 | 1,845 | 2,873 |
| Derivative financial instruments gains (losses) | 62 | 201 | (1,513) | 218 |
| Other | 91 | 30 | 131 | 169 |
| Total | $168,493 | $158,563 | $324,992 | $316,903 |
Note 4.Leases
Operating Leases
At July 31, 2026, the Company had 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 lease term for all of the Company’s leases includes the noncancelable period of the lease and any periods covered by renewal options that the Company is reasonably certain to exercise. Certain leases include rent escalations pre-set in the agreements, which are factored into the lease payment stream.
The components of lease expense, classified as SG&A expenses on the Consolidated Statement of Operations and total cash paid for amounts included in the measurement of lease liabilities are as follows (amounts in thousands):
| Three Months Ended July 31, | Six Months Ended July 31, | |||
|---|---|---|---|---|
| 2026 | 2025 | 2026 | 2025 | |
| Operating lease expense | $2,019 | $2,066 | $4,071 | $4,074 |
| Variable lease expense | 22 | 38 | 68 | 104 |
| Total lease expense | $2,041 | $2,104 | $4,139 | $4,178 |
| Total cash paid in measurement of lease liability | $1,921 | $1,680 | $3,843 | $3,851 |
The following table is a summary of future minimum rentals on such leases at July 31, 2026 (amounts in thousands):
| Years Ended January 31, | Minimum Rentals |
|---|---|
| Remainder of 2027 | $3,846 |
| 2028 | 6,382 |
| 2029 | 3,701 |
| 2030 | 2,028 |
| 2031 | 129 |
| Total | 16,086 |
| Less: present value discount | 1,342 |
| Operating lease liabilities | $14,744 |
At July 31, 2026, the weighted average remaining lease term is 2.3 years, and the weighted average discount rate is 6.63% for the outstanding leases.** **
At January 31, 2026, the weighted average remaining lease term was 2.7 years, and the weighted average discount rate was 6.61% for the outstanding leases.** **
Finance Lease
At July 31, 2026, the Company had one lease agreement that was classified as a finance lease for an electrical substation facility. Prepayments totaling $15.6 million were made prior to fiscal year 2025. This balance was included in the finance lease right-of-use asset calculation upon lease commencement in fiscal year 2025 as a non-cash investing activity. The lease includes monthly payments of approximately $39,000 to be made over the term of the lease. The lease term for this lease includes the noncancelable period of the lease and any periods for which only the Company has the option to cancel but is reasonably expected to continue the lease. Based on this, the lease term was determined to be 10 years. Control of the facility’s
output was transferred to the Company just before the end of the first quarter of fiscal year 2025, with monthly lease expense commencing in the second quarter of fiscal year 2025. Expense related to this lease was $0.5 million for each of the three month periods ended July 31, 2026 and 2025, which includes approximately $54,000 and $60,000 in interest expense, respectively. Expense was $1.1 million and $0.5 million for the six month periods ended July 31, 2026 and 2025, which includes approximately $109,000 and $60,000 in interest expense, respectively.
The weighted average remaining lease term for the finance lease was 8.8 years and 9.3 years as of July 31, 2026 and January 31, 2026, respectively. A discount rate of 6.9% was deemed appropriate as an incremental borrowing rate for a 10-year term.
The following table is a summary of future minimum rentals on the lease at July 31, 2026 (amounts in thousands):
| Years Ended January 31, | Minimum Rentals |
|---|---|
| Remainder of 2027 | $235 |
| 2028 | 469 |
| 2029 | 469 |
| 2030 | 469 |
| 2031 | 469 |
| Thereafter | 1,993 |
| Total | 4,104 |
| Less: present value discount | 1,029 |
| Finance lease liabilities | $3,075 |
Note 5.Fair Value
The Company applies 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 and nonrecurring basis at July 31, 2026 are summarized below (amounts in thousands):
| Level 1 · Level 2 · Level 3 · Fair Value | ||||||
|---|---|---|---|---|---|---|
| Forward purchase contracts asset (1) | $ | - | $487 | $ | - | $487 |
| Commodity futures asset (2) | 1,339 | - | - | 1,339 | ||
| Production tax credit asset (3) | - | - | 25,978 | 25,978 | ||
| Total assets | $1,339 | $487 | $25,978 | $27,804 | ||
| Forward purchase contracts liability (4) | $ | - | $2,540 | $ | - | $2,540 |
Financial assets and liabilities measured at fair value on a recurring basis at January 31, 2026 are summarized below (amounts in thousands):
| Level 1 · Level 2 · Level 3 · Fair Value | ||||||
|---|---|---|---|---|---|---|
| Forward purchase contracts asset (1) | $ | - | $280 | $ | - | $280 |
| Commodity futures asset (2) | 433 | - | - | 433 | ||
| Total assets | $433 | $280 | $ | - | $713 | |
| Forward purchase contracts liability (4) | $ | - | $529 | $ | - | $529 |
| (1) | The forward purchase contracts asset is included in “Prepaid expenses and other” on the accompanying Consolidated Balance Sheets. |
| (2) | The commodity futures assets and liabilities are netted with cash collateral due from broker and included in “Prepaid expenses and other” on the accompanying Consolidated Balance Sheets. |
| (3) | Production tax credit assets are included in “Other assets” on the Consolidated Balance Sheets and represent the Company’s estimated net proceeds from the future sale of the credits. The fair value is measured on a nonrecurring basis and is based on estimates such as the expected qualified gallons sold, the gross credit achieved per gallon, sales discount, broker fees and potential insurance costs. As such, disclosure as Level 3 is appropriate. |
| (4) | The forward purchase contracts liability is included in “Accrued expenses and other current liabilities” on the accompanying Consolidated Balance Sheets. |
There wereno Level 3 fair value measurements as of April 30, 2026, as the Company’s intent at the time was to utilize the tax credits and as such, the credits did not include any estimated discounts or selling expenses. The Company has since concluded it intends to monetize the transferable tax credits earned in fiscal year 2026. The following table summarizes the roll-forward of Level 3 fair value measurements as of July 31, 2026 (in thousands):
| Fair Value as of April 30, 2026 · $ · - | |
|---|---|
| Generated transferable tax credits | 25,978 |
| Fair value as of July 31, 2026 | $25,978 |
Note 6.Property and Equipment
The components of property and equipment are as follows for the periods presented (amounts in thousands):
| July 31, 2026 | January 31, 2026 | |
|---|---|---|
| Land and improvements | $42,636 | $42,840 |
| Buildings and improvements | 33,231 | 32,839 |
| Machinery, equipment, and fixtures | 373,452 | 371,405 |
| Construction in progress | 125,968 | 98,722 |
| Total property and equipment | 575,287 | 545,806 |
| Less: Accumulated depreciation | (281,325) | (273,777) |
| Total | $293,962 | $272,029 |
Note 7.Other Assets
The components of other assets are as follows for the periods presented (amounts in thousands):
| July 31, 2026 · January 31, 2026 | |||
|---|---|---|---|
| Deferred taxes | $ | - | $3,974 |
| Production tax credit | 25,978 | - | |
| Other | 1,240 | 989 | |
| Total | $27,218 | $4,963 | |
Note 8.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, 2026 | January 31, 2026 | |
|---|---|---|
| Accrued payroll and related items | $9,615 | $15,056 |
| Accrued utility charges | 2,778 | 3,870 |
| Accrued capital expenditures | 2,230 | 5,563 |
| Accrued transportation related items | 2,239 | 286 |
| Accrued real estate taxes | 1,127 | 1,581 |
| Forward purchase contracts | 2,540 | 529 |
| Other | 1,839 | 2,702 |
| Total | $22,368 | $29,587 |
Note 9.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 (exchange-traded futures contracts and swaps) and forward purchase (corn) and sale (ethanol, distillers grains and distillers 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 Balance Sheets in which the fair values are reflected (amounts in table in thousands):
| Asset Derivatives Fair Value · Liability Derivatives Fair Value | ||||||
|---|---|---|---|---|---|---|
| July 31, 2026 · January 31, 2026 · July 31, 2026 · January 31, 2026 | ||||||
| Forward purchase contracts (1) | $487 | $280 | $2,540 | $529 | ||
| Cash collateral balance (2) | $46 | $180 | $ | - | $ | - |
| Commodity futures (3) | 1,339 | 433 | - | - | ||
| Net position with broker | $1,385 | $613 | $ | - | $ | - |
| Total | $1,872 | $893 | $2,540 | $529 | ||
| (1) | Forward purchase contracts assets are included in “Prepaid expenses and other” on the accompanying Consolidated Balance Sheets. These contracts are for purchases of approximately 3.4 million and 8.8 million bushels of corn at July 31, 2026 and January 31, 2026, respectively. |
| Forward purchase contracts liabilities are included in “Accrued expenses and other current liabilities” on the accompanying Consolidated Balance Sheets. These contracts are for purchases of approximately 12.1 million and 9.6 million bushels of corn at July 31, 2026 and January 31, 2026, respectively. | |
|---|---|
| (2) | As of July 31, 2026 and January 31, 2026, 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 position amounts owed or owing with the same counterparty. Depending on the amount of unrealized gains and losses on derivative contracts held by the Company, the counterparty may require collateral to secure the Company’s derivative contract positions. As of July 31, 2026 and January 31, 2026, the Company recorded this collateral balance within “Prepaid expenses and other” on the accompanying Consolidated Balance Sheets. |
| (3) | Commodity futures assets and liabilities are included in “Prepaid expenses and other” on the accompanying Consolidated Balance Sheets. These contracts included short/sell positions and long/buy positions for approximately 4.6 million and 0.6 million bushels of corn, respectively, at July 31, 2026. These contracts included short/sell positions and long/buy positions for approximately 2.4 million and 1.8 million bushels of corn, respectively, at January 31, 2026. |
| See Note 5 which contains fair value information related to derivative financial instruments. | |
The following table provides information about gains (losses) recognized in income from the Company’s derivative financial instruments and the line items on the accompanying Consolidated Statements of Operations in which the fair values are reflected for the three and six months ended July 31, 2026 and 2025 (amounts in thousands):
| Three Months Ended July 31, | Six Months Ended July 31, | |||
|---|---|---|---|---|
| 2026 | 2025 | 2026 | 2025 | |
| Net sales | $62 | $201 | $(1,513) | $218 |
| Cost of sales | $(119) | $317 | $(478) | $2,285 |
Note 10.Investments
Short-term Investments
At July 31, 2026, the Company owned United States Treasury Bills (classified as short-term investments) that had an amortized cost, or carrying value, of approximately $288.2 million. The contractual maturity of these investments was less than one year. The weighted average yield to maturity rate was approximately 3.8%. Unrecognized holding losses at July 31, 2026 were approximately $275,000.
At January 31, 2026, the Company owned United States Treasury Bills (classified as short-term investments) that had an amortized cost, or carrying value, of approximately $187.0 million. The contractual maturity of these investments was less than one year. The weighted average yield to maturity rate was approximately 3.8%. Unrecognized holding losses at January 31, 2026 were approximately $52,000.
Equity Method Investment in Big River
The following table summarizes the Company’s equity method investment at July 31, 2026 and January 31, 2026 (dollars in thousands):
| Carrying Amount | |||
|---|---|---|---|
| Entity | Ownership Percentage | July 31, 2026 | January 31, 2026 |
| Big River | 10.3% | $46,515 | $37,759 |
Undistributed earnings of the Company’s equity method investee totaled approximately $26.5 million and approximately $17.7 million at July 31, 2026 and January 31, 2026, respectively. The Company received dividends from its equity method investee of approximately $2.0 million and $2.5 million in the first six months of fiscal years 2026 and 2025, respectively.
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, | ||||||
|---|---|---|---|---|---|---|
| 2026 · 2025 · 2026 · 2025 | ||||||
| Net sales and revenue | $333,296 | $229,876 | $603,006 | $502,179 | ||
| Production tax credit income | $20,327 | $ | - | $40,219 | $ | - |
| Gross profit | $82,701 | $13,238 | $127,806 | $27,488 | ||
| Depreciation expense | $4,463 | $3,907 | $8,796 | $7,769 | ||
| Net income | $77,781 | $9,320 | $120,468 | $21,056 | ||
| Net income attributable to members | $67,975 | $6,102 | $105,405 | $15,777 | ||
Note 11.Employee Benefits
Until its expiration on June 1, 2025, the Company maintained the REX American Resources Corporation 2015 Incentive Plan, approved by its shareholders, which reserved a total of 3,300,000 split-adjusted shares of common stock for issuance pursuant to its terms. At its time of expiration,1,065,809 shares (pre-2025 split) remained available for issuance under the plan.
On May 28, 2026, shareholders approved the REX American Resources Corporation 2026 Incentive Plan, which reserves a total of 1,500,000 shares of common stock 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 non-cash 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, 2026,1,225,277 shares remain available for issuance under the Plan, excluding the impact of the 69,816 restricted stock units that may vest between zero and 139,632 shares of stock depending on certain performance metrics being achieved.
Restricted Stock Awards
As a component of their compensation, restricted stock has been granted in the past to directors and certain employees at the closing market price of REX common stock on the grant date. In addition, one quarter of executives’ incentive compensation is payable by an award of restricted stock based on the then closing market price of REX common stock on the grant date. The Company’s board of directors has determined that the grant date will be June 15 th, or the next business day if June 15 th is not a business day, for all grants of restricted stock.
Based on retirement eligibility provisions, a portion of restricted stock grants were expensed at grant date, based on grant date fair value, thus considered vested for accounting purposes. At July 31, 2026,38,717 shares were unvested for accounting purposes and unrecognized compensation cost related to these nonvested restricted stock awards was approximately $1.3 million, to be recognized over a weighted average vesting term of 1.9 years.
The following tables summarize legally unvested restricted stock award activity for the periods presented:
| Shares | Weighted Average Grant Date Fair Value (000’s) | Weighted Average Remaining Vesting Term (in years) | |
|---|---|---|---|
| Non-vested at January 31, 2026 | 160,364 | $3,244 | 1 |
| Granted | 274,723 | 11,805 | |
| Forfeited | - | - | |
| Vested | 158,037 | 3,996 | |
| Non-vested at July 31, 2026 | 277,050 | $11,053 | 2 |
| Shares | Weighted Average Grant Date Fair Value (000’s) | Weighted Average Remaining Vesting Term (in years) | |
|---|---|---|---|
| Non-vested at January 31, 2025 | 324,784 | $6,190 | 2 |
| Granted | 119,856 | 2,860 | |
| Forfeited | - | - | |
| Vested | 164,420 | 2,946 | |
| Non-vested at July 31, 2025 | 280,220 | $6,104 | 2 |
Restricted Stock Units
In May 2022, the Company issued a total of 135,000 RSUs to certain officers with a performance period that ended on December 31, 2024. The number of RSUs eligible to vest ranged from zero percent totwo hundred percent and was determined based on how the Company’s TSR compared to the TSR of companies that comprised the Russell 2000 Index during the performance period. The calculated payout of the RSUs that vested was 148%, or 199,800 shares of REX common stock, and the shares were issued on February 26, 2025.
In June 2026, the Company issued a total of 69,816 RSUs to certain officers. The number of RSUs eligible to vest will be determined based on the average annual 45Q and 45Z tax credits earned attributable
to the Company during the three year performance period ending January 31, 2029. The number of RSUs eligible to vest ranges from zero percent totwo hundred percent, depending on actual performance during the performance period. The shares are valued using the grant date share price using an estimate as of July 31, 2026 for the value of 45Z and 45Q credits anticipated to be earned.
As of July 31, 2026, the Company estimates the RSUs will vest attwo hundred percent. For both the three and six month periods ended July 31, 2026, the Company recognized compensation cost of approximately $375,000. Unrecognized compensation cost as of July 31, 2026 was approximately $5.6 million, to be recognized over a weighted average vesting term of 2.5 years.
The Company determined there to beno dilutive impact on earnings per share for the three and six month periods ended July 31, 2026.
Note 12. Income Taxes**
The Company’s income tax provision was approximately $7.5 million and $2.8 million for the three months ended July 31, 2026 and 2025, respectively. The effective tax rate was 15.5% and 22.9% for the three months ended July 31, 2026 and 2025, respectively. The Company’s income tax provision was approximately $11.9 million and $5.7 million for the six months ended July 31, 2026 and 2025, respectively. The effective tax rate was 16.0% and 22.2% for the six months ended July 31, 2026 and 2025, respectively. The primary causes for the difference between the statutory tax rate and our effective tax rate are the impact from nontaxable income associated with 45Z tax credits, as well as the impact from noncontrolling interests.
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. 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.
On July 4, 2025, the OBBBA was signed into law. The OBBBA contains various tax reform provisions affecting businesses, such as the extension of bonus depreciation for assets placed in service after January 19, 2025 and immediate expensing of domestic research and development costs, to result in current deductions that allowed for lower cash paid for income taxes for 2025. The OBBBA made changes to the 45Z and 45Q tax credits that the Company intends to take advantage of which materially impact our financial results. The Section 45Z clean fuel production credit is a general business credit that is allowed with respect to clean transportation fuel produced domestically after December 31, 2024, and before December 31, 2029. This credit, which was part of the IRA, and subsequently extended by the OBBBA, incentivizes the production of clean fuels at our plants that reduce GHG emissions below a CI score of 50. The tax credit utilizes a sliding scale where credits can be earned incrementally between $0.02 and $0.20 ($0.10 and $1.00 if prevailing wage and apprenticeship requirements are met) per gallon of non-SAF fuels based on an ethanol plant’s GHG reduction below a 50 CI score threshold, with the first $0.02 or $0.10 earned upon achieving a CI score below 47.5, subject to annual inflation adjustments. The Company believes that it is more-likely-than-not that applicable prevailing wage requirements will be met for 2025 and 2026 for its consolidated ethanol plants and has calculated the credit at the applicable credit rate based on its CI score for fiscal 2025 and its estimated CI score for the first six months of fiscal 2026, after the purchase of EACs.
Effective February 1, 2026, the Company elected to early adopt ASU 2025-10 and changed its accounting policy for Section 45Z tax credits. The Company determined the income model under ASU 2025-10 is preferable to better align with monetization opportunities in the future. The Company will record the tax credits earned under the income model of ASU 2025-10 as “Production tax credit income”, included within gross profit on the Consolidated Statements of Operations and within “Other assets” on the Consolidated Balance Sheets.
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 years ended January 31, 2014 and prior. The Company is currently finalizing, as an agreement in principle has been reached, a federal income tax examination for the years ended January 31, 2015 through January 31, 2022 related to tax credits claimed on returns during those years.
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.
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, | ||
|---|---|---|
| 2026 | 2025 | |
| Unrecognized tax benefits, beginning of period | $383 | $18,978 |
| Changes for prior years’ tax positions | 13 | 13 |
| Changes for current year tax positions | - | - |
| Unrecognized tax benefits, end of period | $396 | $18,991 |
At July 31, 2026 and January 31, 2026 the unrecognized tax benefits were included within the following lines on the accompanying Consolidated Balance Sheets (amounts in thousands):
| July 31, 2026 | January 31, 2026 | |
|---|---|---|
| Refundable income taxes | $(88) | $(88) |
| Other long-term liabilities | 484 | 471 |
| Unrecognized tax benefits, end of period | $396 | $383 |
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 counsel’s evaluations of any such action(s),
management is of the opinion that their outcome will not have a material adverse effect on the Company’s Consolidated Financial Statements. There wereno material liabilities recorded for legal actions at July 31, 2026 as the Company did not believe that there was a probable and reasonably estimable significant loss associated with any legal contingencies.
At July 31, 2026, One Earth and NuGen had combined forward purchase contracts for approximately 15.6 million bushels of corn, the principal raw material for their ethanol plants, and they had combined forward purchase contracts for approximately 1.7 million MmBtu (million British thermal unit) of natural gas.
At July 31, 2026, One Earth and NuGen had combined sales commitments for approximately 51.7 million gallons of ethanol, approximately 106,400 tons of distillers grains and approximately 19.7 million pounds of distillers corn oil.
One Earth entered into a 15-year agreement, effective February 1, 2019, with an unrelated party for the use of a portion of that party’s natural gas pipeline, with monthly payments of $29,250. One Earth paid approximately $88,000 in the three month periods ended July 31, 2026 and 2025 and $176,000 in the six month periods ended July 31, 2026 and 2025, pursuant to the agreement.
At July 31, 2026, One Earth had signed non-cancelable contracts for capital projects with approximately $6.0 million remaining in future payments.
Note 14.Related-Party Transactions
During the second quarter of fiscal years 2026 and 2025, One Earth and NuGen purchased approximately $21.2 million and $29.0 million, respectively, of corn (and other supplies) from minority equity investors and board members of those affiliates. Such purchases totaled approximately $40.1 million and $53.9 million for the six months ended July 31, 2026 and 2025, respectively. The Company had amounts payable to related parties of approximately $1.0 million and $1.2 million at July 31, 2026 and January 31, 2026, respectively.
Note 15.Segment Reporting
The Company hasone reportable segment, ethanol and by-products. Within the ethanol and by-products segment, the Company has equity investments inthree ethanol limited liability companies, two of which are majority ownership interests and are consolidated in the financial statements presented.
The members of the Executive Committee, consisting of the Executive Chairman of the Board and the Chief Executive Officer, are the Company’s chief operating decision maker. The chief operating decision maker uses net income generated from operating segments in determining the allocation of resources and making assessment of Company performance.
In applying the criteria set forth in ASC 280, 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, each of which is reviewed in the same manner by the chief operating decision maker. Aggregation into one reporting segment is appropriate based upon the similarity of economic characteristics of the operating segments, including the markets for identical revenue sources and the primary input, corn. The plants in all locations operate in a similar manner to produce ethanol and by-products. The types of customers and how the products are distributed to the customers are similar across each operating entity, consisting of a combination of rail and truck shipments. Finally, the regulatory environment is largely impacted by guidance from the federal level, impacting each operating segment the same.
The measure of segment assets is reported on the balance sheet as total consolidated assets.
The following tables set forth certain financial data for the Company’s reportable segment for the three and six month periods ended July 31, 2026 and 2025 (in thousands):
| Three Months Ended July 31, · Six Months Ended July 31, | ||||||
|---|---|---|---|---|---|---|
| 2026 · 2025 · 2026 · 2025 | ||||||
| Net sales and revenue | ||||||
| Ethanol and by-products | $501,789 | $388,439 | $927,998 | $819,082 | ||
| Reconciling Item: Equity method ethanol investment | (333,296) | (229,876) | (603,006) | (502,179) | ||
| Total consolidated net sales and revenue | $168,493 | $158,563 | $324,992 | $316,903 | ||
| Production tax credit income | ||||||
| Ethanol and by-products | $38,737 | $ | - | $66,178 | $ | - |
| Reconciling Item: Equity method ethanol investment | (20,327) | - | (40,219) | - | ||
| Total consolidated production tax credit income | $18,410 | $ | - | $25,959 | $ | - |
| Cost of sales | ||||||
| Ethanol and by-products: | ||||||
| Cost of corn | $293,021 | $253,382 | $557,620 | $533,747 | ||
| Other cost of sales (1) | 111,504 | 107,500 | 226,379 | 229,186 | ||
| Reconciling Item: Equity method ethanol investment | (270,922) | (216,638) | (515,419) | (474,691) | ||
| Total cost of sales | $133,603 | $144,244 | $268,580 | $288,242 | ||
| Gross profit | ||||||
| Ethanol and by-products | $136,001 | $27,557 | $210,177 | $56,149 | ||
| Reconciling Item: Equity method ethanol investment | (82,701) | (13,238) | (127,806) | (27,488) | ||
| Total consolidated gross profit | $53,300 | $14,319 | $82,371 | $28,661 | ||
| Depreciation and amortization expense | ||||||
| Ethanol and by-products | $13,282 | $11,724 | $26,478 | $21,963 | ||
| Reconciling Item: Equity method ethanol investment | (6,642) | (5,970) | (13,128) | (11,190) | ||
| Total consolidated depreciation and amortization expense | $6,640 | $5,754 | $13,350 | $10,773 | ||
| Income before taxes | ||||||
| Ethanol and by-products | $125,899 | $21,417 | $194,701 | $46,779 | ||
| Reconciling Item: Equity method ethanol investment | (77,781) | (9,320) | (120,468) | (21,056) | ||
| Total consolidated income before income taxes | 48,118 | 12,097 | 74,233 | 25,723 | ||
| Provision for income taxes | (7,472) | (2,769) | (11,909) | (5,723) | ||
| Total consolidated net income | $40,646 | $9,328 | $62,324 | $20,000 | ||
| (1) | Expenses within “Other cost of sales” consist primarily of depreciation, other raw materials, third-party freight charges, purchasing and receiving costs, inspection costs, other distribution expenses, warehousing costs, plant repair and maintenance costs, production labor and related payroll costs, and general facility overhead charges. |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.