Long-Term Debt, Net | Effective January 1, 2016, we adopted the provisions of the FASB ASC guidance that requires debt issue costs to be presented as an offset to their related debt. Accordingly, our consolidated balance sheet at December 31, 2015 was changed to reclassify approximately $2.4 million previously reported debt issue costs as a direct deduction of long-term debt. Long-term debt, net, which includes related-party, represents the outstanding principal and interest of our long-term debt less associated debt issue costs. Long-term debt, net as of the dates indicated consisted of the following: December 31, 2016 2015 First Term Loan Due 2034 $ 23,924,607 $ 24,643,081 Second Term Loan Due 2034 9,729,853 10,000,000 LEH Loan Agreement 4,000,000 — Ingleside Note 722,278 — Notre Dame Debt 1,300,000 1,300,000 Carroll Note 592,412 Term Loan Due 2017 184,994 924,969 Capital Leases 135,879 304,618 $ 40,590,023 $ 37,172,668 Less: Long-term debt less unamortized debt issue costs and long-term debt, related party, current portion (32,212,336 ) (1,934,932 ) Less: unamortized debt issue costs (2,262,997 ) (2,391,482 ) $ 6,114,690 $ 32,846,254 Debt issue costs are capitalized and amortized over the terms of the underlying loan using the effective-interest method. Debt issue costs at December 31, 2016 and 2015 related to secured loan agreements with Sovereign. December 31, 2016 2015 First Term Loan Due 2034 $ 1,673,545 $ 1,673,545 Second Term Loan Due 2034 767,673 767,673 Less: Accumulated amortization (178,221 ) (49,736 ) $ 2,262,997 $ 2,391,482 Amortization expense, which is included in interest expense, was $128,233 and $544,607 for the years ended December 31, 2016 and 2015, respectively. Amortization expense for the year ended December 31, 2015 included $456,287 related to writing off debt issue costs associated with the refinance of debt owed to American First National Bank. Accrued interest associated with our long-term debt, net is reflected as interest payable, current portion and long-term interest payable, net of current portion in our consolidated balance sheets and includes related party interest. Accrued interest as of the dates indicated consisted of the following: December 31, 2016 2015 Notre Dame Debt $ 1,691,383 $ 1,482,801 LEH Loan Agreement 243,556 — Second Term Loan Due 2034 44,984 39,193 First Term Loan Due 2034 33,866 34,883 Capital Leases 1,165 2,612 Term Loan Due 2017 185 4,779 2,015,139 1,564,268 Less: Interest payable, current portion (323,756 ) (81,467 ) $ 1,691,383 $ 1,482,801 At December 31, 2016, our expected future long-term debt payments were as follow: 2017 $ 34,475,333 2018 6,114,690 2019 — 2020 — 2021 — Subsequent to 2021 — $ 40,590,023 (See “Note (8) Related Party Transactions” for additional disclosures with respect to related party long-term debt.) First Term Loan Due 2034 providing for a term loan in the principal amount of $25.0 million At December 31, 2016, LE was in violation of the debt service coverage ratio, the current ratio, and debt to net worth ratio financial covenants related to the First Term Loan Due 2034. Consequently, Sovereign could declare the amounts owed under the First Term Loan Due 2034 immediately due and payable, exercise its rights with respect to collateral securing LE’s obligations under the loan agreement, and/or exercise any other rights and remedies available. Sovereign waived the financial covenant defaults as of the year ended December 31, 2016. However, the debt associated with the loan was classified within the current portion of long-term debt on our consolidated balance sheet at December 31, 2016 due to the uncertainty of our ability to meet the financial covenants in the future. There can be no assurance that Sovereign will provide future waivers, which may have an adverse impact on our financial position and results of operations. (See “Note (1) Organization – Operating Risks-Going Concern” and “Note (21) Subsequent Events” for additional disclosures related to the First Term Loan Due 2034 and financial covenant violations.) As a condition of the First Term Loan Due 2034, Jonathan Carroll was required to guarantee r epayment A portion of the proceeds of the First Term Loan Due 2034 were used to refinance approximately $8.5 million of debt owed under a previous debt facility with American First National Bank. Remaining proceeds are being used primarily to construct new petroleum storage tanks at the Nixon Facility. The First Term Loan Due 2034 is secured by: (i) a first lien on all Nixon Facility business assets (excluding accounts receivable and inventory), (ii) assignment of all Nixon Facility contracts, permits, and licenses, (iii) absolute assignment of Nixon Facility rents and leases, including tank rental income, (iv) a $1.0 million payment reserve account held by Sovereign, and (v) a pledge of $5.0 million of a life insurance policy on Jonathan Carroll. The First Term Loan Due 2034 contains representations and warranties, affirmative, restrictive, and financial covenants, as well as events of default which are customary for bank facilities of this type. Second Term Loan Due 2034 At December 31, 2016, LRM was in violation of the debt service coverage ratio, the current ratio, and the debt to net worth ratio financial covenants related to the Second Term Loan Due 2034. Consequently, Sovereign could declare the amounts owed under the Second Term Loan Due 2034 immediately due and payable, exercise its rights with respect to collateral securing LRM’s obligations under the loan agreement, and/or exercise any other rights and remedies available. Sovereign waived the financial covenant defaults as of the year ended December 31, 2016. However, the debt associated with the loan was classified within the current portion of long-term debt on our consolidated balance sheet at December 31, 2016 due to the uncertainty of our ability to meet the financial covenants in the future. There can be no assurance that Sovereign will provide future waivers, which may have an adverse impact on our financial position and results of operations. (See “Note (1) Organization – Operating Risks-Going Concern” and “Note (21) Subsequent Events” for additional disclosures related to the Second Term Loan Due 2034 and financial covenant violations.) As a condition of the Second Term Loan Due 2034, Jonathan Carroll was required to guarantee repayment of funds borrowed and interest accrued under the loan. For his personal guarantee, LRM entered a Guaranty Fee Agreement with Jonathan Carroll whereby he receives a fee equal to 2.00% per annum, paid monthly, of the outstanding principal balance owed under the Second Term Loan Due 2034. For the years ended December 31, 2016 and 2015, guaranty fees related to the Second Term Loan Due 2034 totaled $197,024 and $16,667, respectively. Guaranty fees are recognized monthly as incurred and are included in interest and other expense in our consolidated statements of operations. LEH, LE and Blue Dolphin also guaranteed the Second Term Loan Due 2034. (See “Note (8) Related Party Transactions” for additional disclosures related to LEH and Jonathan Carroll.) A portion of the proceeds of the Second Term Loan Due 2034 were used to refinance a previous bridge loan from Sovereign in the amount of $3.0 million. Remaining proceeds are being used primarily to construct additional new petroleum storage tanks at the Nixon Facility. The Second Term Loan Due 2034 is secured by: (i) a second priority lien on the rights of LE in the Nixon Facility and the other collateral of LE pursuant to a security agreement; (ii) a first priority lien on the real property interests of LRM; (iii) a first priority lien on all of LRM’s fixtures, furniture, machinery and equipment; (iv) a first priority lien on all of LRM’s contractual rights, general intangibles and instruments, except with respect to LRM’s rights in its leases of certain specified tanks, with respect to which Sovereign has a second priority lien in such leases subordinate to a prior lien granted by LRM to Sovereign to secure obligations of LRM under the Term Loan Due 2017; and (v) all other collateral as described in the security documents. The Second Term Loan Due 2034 contains representations and warranties, affirmative, restrictive, and financial covenants, as well as events of default which are customary for bank facilities of this type. LEH Loan Agreement The proceeds of the LEH Loan Agreement were used for working capital. There are no financial maintenance covenants associated with the LEH Loan Agreement. The LEH Loan Agreement is secured by the BDPL Property. Outstanding principal and interest less associated debt issue costs owed to LEH under the LEH Loan Agreement are reflected in long-term debt, related party, current portion and long-term debt, related party, net of current portion in our consolidated balance sheets. Ingleside Note Notre Dame Debt The Notre Dame Debt is secured by a Deed of Trust, Security Agreement and Financing Statements (the “Subordinated Deed of Trust”), which encumbers the Nixon Facility and general assets of LE. There are no financial maintenance covenants associated with the Notre Dame Debt. Pursuant to a Subordination Agreement dated June 2015, the holder of the Notre Dame Debt agreed to subordinate any security interest and liens on the Nixon Facility, as well as its right to payments, in favor of Sovereign as holder of the First Term Loan Due 2034. Carroll Note Term Loan Due 2017 At December 31, 2016, LRM was in violation of the debt service coverage ratio financial covenant related to the Term Loan Due 2017. Consequently, Sovereign could declare the amounts owed under the Term Loan Due 2017 immediately due and payable, exercise its rights with respect to collateral securing LRM’s obligations under the loan agreement, and/or exercise any other rights and remedies available. The Term Loan Due 2017 was already classified within the current portion of long-term debt on our consolidated balance sheets due to the loan’s short-term maturity date. Sovereign waived the financial covenant default as of the year ended December 31, 2016. There can be no assurance that Sovereign will provide future waivers, which may have an adverse impact on our financial position and results of operations. (See “Note (1) Organization – Operating Risks-Going Concern” and “Note (21) Subsequent Events” for additional disclosures related to the Second Term Loan Due 2034 and financial covenant violations.) As a condition of the Term Loan Due 2017, Jonathan Carroll was required to guarantee r epayment The proceeds of the Term Loan Due 2017 were used primarily to finance costs associated with refurbishment of the Nixon Facility’s naphtha stabilizer and depropanizer units. The Term Loan Due 2017 is: (i) subject to a financial maintenance covenant pertaining to debt service coverage ratio and (ii) secured by the assignment of certain leases of LRM and certain assets of LEH. (See “Note (8) Related Party Transactions” for additional disclosures related to LEH and Jonathan Carroll.) Capital Leases A summary of equipment held under long-term capital leases as of the dates indicated follows: December 31, 2016 2015 Boiler equipment $ 538,598 $ 538,598 Less: accumulated depreciation — — $ 538,598 $ 538,598 At December 31, 2016, future minimum lease commitments under non-cancelable capital leases were as follow: 2017 $ 138,310 Less: amount representing interest (2,431 ) Present value of minimum lease payments $ 135,879 At December 31, 2016, the present value of minimum lease payments due within one year was $135,879. |