Investments And Deposits [Text Block] |
|
|
2.
|
INVESTMENTS AND DEPOSITS
|
|
|
|
The Company has $743,000 at January 31,
2012 and 2011 on deposit with the Florida Department of
Financial Services to secure its obligation to fulfill
future obligations related to extended warranty
contracts sold in the state of Florida.
|
|
|
|
In addition to the deposit with the
Florida Department of Financial Services, the Company
has $620,000 and $857,000 at January 31, 2012 and 2011,
respectively, invested in a money market mutual fund to
satisfy Florida Department of Financial Services
regulations.
|
|
|
|
The Company’s equity investments
are accounted for under ASC 323
“Investments-Equity Method and Joint
Ventures”. The following table summarizes
equity method investments at January 31, 2012 and 2011
(amounts in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
Entity
|
|
Ownership
Percentage
|
|
Carrying
Amount
January 31,
2012
|
|
Carrying
Amount
January 31,
2011
|
|
|
|
|
|
|
|
|
|
Big River Resources, LLC
|
|
|
10
|
%
|
$
|
34,370
|
|
$
|
29,443
|
|
Patriot Renewable Fuels, LLC
|
|
|
26
|
%
|
|
27,309
|
|
|
21,829
|
|
NuGen Energy, LLC (1)
|
|
|
48
|
%
|
|
—
|
|
|
16,077
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Equity Method Securities
|
|
|
|
|
$
|
61,679
|
|
$
|
67,349
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) Ownership percentage through
November 1, 2011.
|
|
|
|
During fiscal year 2007, the Company
entered into an agreement to invest $20 million in Big
River, an Iowa limited liability company and holding
company for several entities. The Company funded this
investment in exchange for a 10% ownership interest.
Big River Resources West Burlington, LLC, a wholly
owned subsidiary of Big River, presently operates an
ethanol manufacturing plant with an annual nameplate
capacity of 92 million gallons. Big River Resources
Galva, LLC, a wholly owned subsidiary of Big River,
presently operates an ethanol manufacturing plant with
an annual nameplate capacity of 100 million gallons.
Big River Resources United Energy, LLC, a 50.5% owned
subsidiary of Big River, operates an ethanol
manufacturing plant with an annual nameplate capacity
of 100 million gallons. Big River Resources Boyceville,
LLC, a wholly owned subsidiary of Big River, presently
operates an ethanol manufacturing plant with an annual
nameplate capacity of 55 million gallons. The Company
recorded income of approximately $6,931,000, $5,387,000
and $2,487,000 as its share of earnings from Big River
during fiscal years 2011, 2010 and 2009, respectively.
At January 31, 2012, the carrying value of the
investment in Big River is approximately $34.4 million;
the amount of underlying equity in the net assets of
Big River is approximately $32.8 million. The excess of
the carrying value of the investment over the
underlying equity in the net assets is accounted for as
goodwill and is recorded within equity method
investments on the accompanying Consolidated Balance
Sheets.
|
|
|
|
During fiscal year 2007, the Company
entered into an agreement to invest $16 million in
Patriot. The Company funded this investment in exchange
for a 23% ownership interest. During fiscal year 2011,
the Company invested an additional $1.9 million which
increased its ownership interest (effective January 1,
2012) in Patriot to 26%. The facility has an annual
nameplate capacity of 100 million gallons and began
operations during the second quarter of fiscal year
2008. The Company recorded income of approximately
$5,274,000, $5,159,000 and $3,540,000 as its share of
earnings or loss from Patriot during fiscal years 2011,
2010 and 2009, respectively. At January 31, 2012, the
carrying value of the investment in Patriot is
approximately $27.3 million; the amount of underlying
equity in the net assets of Patriot is approximately
$22.2 million. The excess of the carrying value of the
investment over the underlying equity in the net assets
is accounted for as goodwill and capitalized interest
and is recorded within equity method investments on the
accompanying Consolidated Balance Sheets. Capitalized
interest is amortized as a basis difference over the
life of the asset.
|
|
|
|
Effective July 1, 2010, the Company
purchased a 48% equity interest in NuGen which operates
an ethanol producing facility in Marion, South Dakota
with an annual nameplate capacity of 100 million
gallons. The Company’s investment included
approximately $2,410,000 paid at closing to the then
sole shareholder of NuGen and $6,805,000 contributed
directly to NuGen. An additional $6,451,000 was due
based upon cash distributions from NuGen that REX was
entitled to until such balance was paid
(“Contingent Consideration”). The Company
determined that the fair value of the Contingent
Consideration, at the acquisition date, was
approximately $4,611,000. On November 1, 2011, the
Company acquired an additional 50% equity interest in
NuGen. Following the purchase, the Company owns all of
the outstanding Class A membership interest units in
NuGen, representing a 100% voting interest and a 98%
equity interest in NuGen. The Company recorded income
(under the equity method of accounting) of
approximately $9,327,000 and $4,011,000 as its share of
earnings from NuGen during fiscal years 2011 and 2010.
Effective November 1, 2011, the Company ceased using
the equity method of accounting and began consolidating
the results of NuGen. Prior to fiscal year 2011, the
Company recorded the results of NuGen on a one month
lag. During fiscal year 2011, NuGen adopted the same
fiscal year as the Company. As a result, the Company no
longer records the results of NuGen on a one month lag.
The impact of recording 13 months (ten months of equity
method income and three months of consolidated
operations) of NuGen’s results in fiscal year 2011
was not material, representing an increase to net
income of approximately $0.9 million.
|
|
|
|
On September 30, 2006, the Company
acquired 47% of the outstanding membership units of
Levelland Hockley County Ethanol, LLC, or Levelland
Hockley, for $11.5 million. On December 29, 2006, the
Company purchased a $5.0 million convertible secured
promissory note from Levelland Hockley. On July 1,
2007, the Company converted the note into equity and
increased its ownership percentage to approximately
56%.
|
|
|
|
Levelland Hockley, which is located in
Levelland, Texas, commenced production operations in
the first quarter of fiscal year 2008. The plant has an
annual nameplate capacity of 40 million gallons of
ethanol and 135,000 tons of dried distillers
grains.
|
|
|
|
The plant was shut down in early January
2011 as a result of industry wide low crush spread
margins and the plant’s inability to source grain
at affordable prices. On January 31, 2011, the Company
sold 814,000 of its membership units to Levelland
Hockley for $1, reducing the ownership interest in
Levelland Hockley to 49%. As a result, the Company no
longer has a controlling financial interest in
Levelland Hockley, and, therefore, effective January
31, 2011, the Company deconsolidated Levelland Hockley
and began using the equity method of accounting. In
connection with the deconsolidation, the Company
recorded its remaining noncontrolling equity interest
and debt investments at fair value. The Company’s
estimate of fair value for all of its investments in
Levelland Hockley was $0 at January 31, 2011. The
Company recorded a pretax charge of approximately $18.4
million as a result of deconsolidating Levelland
Hockley and writing its remaining investments in
Levelland Hockley to $0 at January 31, 2011. The
deconsolidation loss was computed as the difference
between the sales proceeds and fair value of the
retained investment and the Company’s carrying
value of the investment prior to the transaction. The
Company’s continuing involvement as an equity
method investor precludes classification of this
transaction as discontinued operations. The Company
also recorded a pretax loss from the operating results
of Levelland Hockley (prior to deconsolidation) of
approximately $5.9 million. On April 27, 2011,
Levelland Hockley voluntarily filed for protection
under Chapter 11 of the United States Bankruptcy Code
in the United States Bankruptcy Court, Northern
District of Texas. As a result, the Company no longer
could exercise significant influence over Levelland
Hockley and began using the cost method of accounting.
There was no change in the carrying value of the
Company’s investments in Levelland Hockley as a
result of the change to the cost method of
accounting.
|
|
|
|
Undistributed earnings of equity method
investees totaled approximately $22.8 million and $18.4
million at January 31, 2012 and 2011,
respectively.
|
|
|
|
Summarized financial information for
each of the Company’s equity method investees, as
of their fiscal year end is presented in the following
table (amounts in thousands):
|
|
|
|
As of December 31, 2011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Patriot
|
|
Big River
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current assets
|
|
$
|
24,972
|
|
$
|
139,858
|
|
|
|
|
Non current assets
|
|
|
168,518
|
|
|
406,522
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
$
|
193,490
|
|
$
|
546,380
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities
|
|
$
|
20,966
|
|
$
|
72,798
|
|
|
|
|
Long-term liabilities
|
|
|
76,103
|
|
|
111,928
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities
|
|
$
|
97,069
|
|
$
|
184,726
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Noncontrolling interests
|
|
$
|
—
|
|
$
|
33,224
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Patriot
|
|
Big River
|
|
NuGen
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current assets
|
|
$
|
20,648
|
|
$
|
149,690
|
|
$
|
35,521
|
|
Non current assets
|
|
|
174,087
|
|
|
358,155
|
|
|
87,487
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
$
|
194,735
|
|
$
|
507,845
|
|
$
|
123,008
|
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities
|
|
$
|
19,105
|
|
$
|
78,694
|
|
$
|
14,720
|
|
Long-term liabilities
|
|
|
94,963
|
|
|
129,936
|
|
|
86,563
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities
|
|
$
|
114,068
|
|
$
|
208,630
|
|
$
|
101,283
|
|
|
|
|
|
|
|
|
|
|
|
|
Noncontrolling interests
|
|
$
|
—
|
|
$
|
21,515
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Summarized financial information for
each of the Company’s equity method investees
except for NuGen is presented in the following table
for the years ended December 31, 2011, 2010 and 2009.
The summarized information for NuGen is presented for
the ten months ended October 31, 2011 and for the six
months ended December 31, 2010 (amounts in
thousands):
|
|
|
|
Periods Ended December 31 and October
31, 2011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Patriot
|
|
Big River
|
|
Nugen
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net sales and revenue
|
|
$
|
377,250
|
|
$
|
1,162,308
|
|
$
|
256,973
|
|
Gross profit
|
|
$
|
29,207
|
|
$
|
105,207
|
|
$
|
24,490
|
|
Income from continuing
|
|
|
|
|
|
|
|
|
|
|
operations
|
|
$
|
22,615
|
|
$
|
71,384
|
|
$
|
18,133
|
|
Net income
|
|
$
|
22,615
|
|
$
|
71,384
|
|
$
|
18,133
|
|
|
|
|
|
|
|
|
|
|
|
|
Period Ended December 31, 2010
|
|
|
|
|
|
|
|
|
|
|
|
|
Patriot
|
|
Big River
|
|
Nugen
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net sales and revenue
|
|
$
|
261,117
|
|
$
|
742,163
|
|
$
|
121,871
|
|
Gross profit
|
|
$
|
26,936
|
|
$
|
83,671
|
|
$
|
12,977
|
|
Income from continuing
|
|
|
|
|
|
|
|
|
|
|
operations
|
|
$
|
21,385
|
|
$
|
52,478
|
|
$
|
9,772
|
|
Net income
|
|
$
|
21,385
|
|
$
|
52,478
|
|
$
|
9,772
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, 2009
|
|
|
|
|
|
|
|
|
|
|
|
|
Patriot
|
|
Big River
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net sales and revenue
|
|
$
|
231,077
|
|
$
|
448,145
|
|
|
|
|
Gross profit
|
|
$
|
25,711
|
|
$
|
43,317
|
|
|
|
|
Income from continuing
|
|
|
|
|
|
|
|
|
|
|
operations
|
|
$
|
17,288
|
|
$
|
25,225
|
|
|
|
|
Net income
|
|
$
|
17,288
|
|
$
|
25,225
|
|
|
|
|
|
|
|
Patriot and Big River have debt
agreements that limit and restrict amounts the entities
can pay in the form of dividends or advances to owners.
The restricted net assets of Patriot and Big River
combined at January 31, 2012 are approximately $326.2
million. At January 31, 2012, the Company’s
proportionate share of restricted net assets of Patriot
and Big River combined is approximately $44.2
million.
|
|
|
|