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LONG-TERM DEBT AND INTEREST RATE SWAPS

12 Months Ended

Jan. 31, 2014

11.	LONG-TERM DEBT AND INTEREST RATE SWAPS

Long-term debt consists of notes payable secured by certain land, buildings and equipment. Interest rates ranged from 3.15% to 8.40% in fiscal years 2013 and 2012. Principal and interest are payable periodically over terms that generally range up to five years. The following provides information on rates segregated as fixed or variable and by term:

January 31, 2014
				Balance
Interest Rates			Maturity	(in thousands)
Minimum	Fixed	Maximum

	—
3.24%		4.00%	Variable-Within five years	$	75,726

January 31, 2013
				Balance
Interest Rates			Maturity	(in thousands)
Minimum	Fixed	Maximum

3.15%		4.00%	Variable-Within four years	$	106,309


	8.40%		Fixed-Within three years	$	620

Annual expected maturities of long-term debt are as follows (amounts in thousands):

Year Ending
January 31,

2015	$	12,226
2016		13,500
2017		35,000
2018		8,000
2019		7,000

	$	75,726

The fair value of the Company’s long-term debt at January 31, 2014 and 2013 was approximately $75.1 million and $107.0 million, respectively. The fair value was estimated using a Level 2 discounted cash flow analysis and the Company’s estimate of market rates of interest for similar loan agreements.

One Earth Energy Subsidiary Level Debt

During the third quarter of fiscal year 2009, pursuant to the terms of the loan agreement, One Earth converted its construction loan into a term loan. On September 3, 2013, One Earth entered into an amendment of its loan agreement with First National Bank of Omaha. The amendment included a refinance amount of approximately $44,101,000 (the remaining balance of the original loan) which bears interest at LIBOR plus 300 basis points (3.2% at January 31, 2014). Quarterly principal payments of approximately $2.0 million are due beginning January 8, 2014 and ending October 8, 2018.

Principal payments equal to 20% of annual excess cash flows are also due. Such payments cannot exceed $6 million in a year or $18 million in the aggregate. This amendment did not change requirements regarding financial covenants. Borrowings are secured by all property of One Earth. This debt is recourse only to One Earth and not to REX American Resources Corporation or any of its other subsidiaries. As of January 31, 2014 and 2013, approximately $39.1 million and $58.2 million, respectively, was outstanding on the term loan. One Earth is also subject to certain financial covenants under the loan agreement, including debt service coverage ratio requirements and working capital requirements.

One Earth has a $10.0 million revolving loan facility that matures July 31, 2014. Borrowings under this facility bear interest at LIBOR plus 265 basis points. One Earth had no outstanding borrowings on the revolving loan as of January 31, 2014 or 2013.

One Earth has paid approximately $1.4 million in financing costs. These costs are recorded as deferred financing costs and are being amortized ratably over the term of the loan. At January 31, 2014, the Company’s proportionate share of restricted assets related to One Earth was approximately $86.9 million. Such assets may not be paid in the form of dividends or advances to the parent company or other members of One Earth per the terms of the loan agreement with First National Bank of Omaha.

One Earth entered into two forward interest rate swaps in the notional amounts of $50.0 million and $25.0 million with the First National Bank of Omaha. The swap settlements commenced as of July 31, 2009; the $50.0 million swap terminates on July 8, 2014 and the $25.0 million swap terminated on July 31, 2011. The $50.0 million swap fixed a portion of the variable interest rate of the term loan subsequent to the plant completion date at 7.9% while the $25.0 million swap fixed the rate at 5.49%. At January 31, 2014 and 2013, One Earth recorded a liability of approximately $1.1 million and $2.8 million, respectively, related to the fair value of the remaining swap. The change in fair value is recorded in the Consolidated Statements of Operations.

NuGen Energy Subsidiary Level Debt

In November 2011, NuGen entered into a $65,000,000 financing agreement consisting of a term loan agreement for $55,000,000 and a $10,000,000 revolving loan with First National Bank of Omaha. The term loan bears interest at a variable interest rate of LIBOR plus 325 basis points, subject to a 4% floor. Beginning with the first quarterly payment on February 1, 2012, payments are due in 19 quarterly payments of principal plus accrued interest with the principal portion calculated based on a 120 month amortization schedule. One final installment will be required on the maturity date (October 31, 2016) for the remaining unpaid principal balance with accrued interest. Principal payments equal to 40% of annual excess cash flows are also due. Such payments cannot exceed $5 million in a year. This debt is recourse only to NuGen and not to REX American Resources Corporation or any of its other subsidiaries.

Borrowings are secured by all property of NuGen. As of January 31, 2014 and 2013, approximately $36.6 million and $48.1 million, respectively, was outstanding on the term loan. NuGen is also subject to certain financial covenants under the loan agreement, including required levels of EBITDA and working capital and debt service coverage ratio requirements.

NuGen paid approximately $0.6 million in costs related to obtaining its financing arrangement. These costs are recorded as prepaid loan fees and are being amortized over the loan term. At January 31, 2014, the Company’s proportionate share of restricted assets related to NuGen was approximately $66.1 million. Such assets may not be paid in the form of dividends or advances to the parent company or other members of NuGen per the terms of the loan agreement with First National Bank of Omaha.

NuGen had no outstanding borrowings on the $10,000,000 revolving loan, which bears interest at LIBOR plus 300 basis points, subject to a 3.75% floor, as of January 31, 2014 or 2013.

On a consolidated basis, approximately 73.3% of the Company’s net assets (including equity method investees) are restricted as of January 31, 2014. Including only consolidated subsidiaries, approximately 54.8% of the Company’s net assets are restricted as of January 31, 2014.