UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
(Amendment No. 1)
(Mark One)
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended |
OR
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
| For the transition period from to |
Commission File Number
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) |
(Address of principal executive offices) | (Zip Code) |
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Indicate by check mark whether the registrant (1)
has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12
months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Indicate by check mark whether
the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation
S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definition of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ☐ | |
| Non-accelerated filer ☐ (Do not check if a smaller reporting company) | Smaller reporting company |
| Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ☐ No
At the close of business on
August 31, 2022, the registrant had
EXPLANATORY NOTE
REX American Resources Corporation (the “Company”) is filing this Amendment No. 1 on Form 10-Q/A (this “Amendment”) to its Quarterly Report on Form 10-Q for the period ended July 31, 2022, originally filed with the Securities and Exchange Commission (“SEC”) on September 1, 2022 (the “Original Filing”) to include in Item 2 of Part II certain repurchases of stock during the quarter that commenced May 1, 2022 and ended July 31, 2022 that were inadvertently omitted from the Original Filing. These stock repurchases were fully reflected in the Company’s consolidated financial statements included in the Original Filing.
This Amendment does not give effect to any subsequent events after the filing date of the Original Filing. Other than the information specifically identified in this Amendment, this Amendment does not modify or update the Original Filing in any way.
PART II. OTHER INFORMATION
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
The following table provides information with respect to the Company’s repurchase of its common stock during the period covered by this report:
| Issuer Purchases of Equity Securities (shares adjusted for August 5, 2022 3-for-1 stock split) | ||||||||||||||||||||
| Period | Total Number of Shares Purchased | Average Price Paid per Share | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs (1) | ||||||||||||||||
| May 1-31, 2022 | - | $ | - | - | 1,348,239 | |||||||||||||||
| June 1-30, 2022 | 82,287 | 28.20 | 82,287 | 1,265,952 | ||||||||||||||||
| July 1-31, 2022 | 139,596 | 27.74 | 139,596 | 1,126,356 | ||||||||||||||||
| Total | 221,883 | $ | 27.91 | 221,883 | 1,126,356 | |||||||||||||||
| (1) | On August 31, 2021, our Board of Directors increased our share repurchase authorization by an additional 1,500,000 shares (split adjusted). At July 31, 2022, a total of 1,126,356 shares remained available to purchase under this authorization. |
| 2 |
Item 6. Exhibits
The following exhibits are filed with this report:
| 31 | Rule 13a-14(a)/15d-14(a) Certifications |
| 32 | Section 1350 Certifications |
| 101 | The following information from REX American Resources Corporation Quarterly Report on Form 10-Q for the quarter ended July 31, 2022, formatted in iXBRL: (i) Consolidated Condensed Balance Sheets, (ii) Consolidated Condensed Statements of Operations, (iii) Consolidated Condensed Statements of Equity, (iv) Consolidated Condensed Statements of Cash Flows and (v) Notes to Consolidated Condensed Financial Statements. |
| 3 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| REX American Resources Corporation Registrant |
| Signature | Title | Date | ||
/s/ Zafar A. Rizvi (Zafar A. Rizvi)
/s/ Douglas L. Bruggeman (Douglas L. Bruggeman) |
Chief Executive Officer and President (Chief Executive Officer)
Vice President, Finance and Treasurer (Chief Financial Officer) |
December 5, 2022
December 5, 2022 |
| 4 |