Long-Term Debt, Net | Long-term debt, net represents the outstanding principal of long-term debt less associated debt issue costs. Long-term debt, net as of the dates indicated consisted of the following: December 31, 2017 2016 First Term Loan Due 2034 (in default) $ 23,199,031 $ 23,924,607 Second Term Loan Due 2034 (in default) 9,501,930 9,729,853 Notre Dame Debt (in default) 4,977,953 1,300,000 Term Loan Due 2017 - 184,994 Capital Leases - 135,879 $ 37,678,914 $ 35,275,333 Less: Current portion of long-term debt, net (35,544,402 ) (31,712,336 ) Less: Unamortized debt issue costs (2,134,512 ) (2,262,997 ) $ - $ 1,300,000 Unamortized debt issue costs, which relate to secured loan agreements with Veritex, as of the dates indicated consisted of the following: December 31, 2017 2016 First Term Loan Due 2034 (in default) $ 1,673,545 $ 1,673,545 Second Term Loan Due 2034 (in default) 767,673 767,673 Less: Accumulated amortization (306,706 ) (178,221 ) $ 2,134,512 $ 2,262,997 Amortization expense was $128,484 and $128,233 for the years ended December 31, 2017 and 2016, respectively. Accrued interest associated with 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, 2017 2016 Notre Dame Debt (in default) $ 2,046,083 $ 1,691,383 LEH Loan Agreement (related party) 892,444 243,556 Second Term Loan Due 2034 (in default) 49,202 44,984 First Term Loan Due 2034 (in default) 40,042 33,866 Capital Leases - 1,165 Term Loan Due 2017 - 185 3,027,771 2,015,139 Less: Interest payable, current portion (3,027,771 ) (323,756 ) Long-term interest payable, net of current portion $ - $ 1,691,383 At December 31, 2017, our expected future long-term debt payments were as follow: Years Ending December 31, Principal Debt Issue Costs Total 2018 $ 41,678,914 $ (2,134,512 ) $ 39,544,402 2019 1,608,481 - 1,608,481 2020 - - - 2021 - - - 2022 - - - Subsequent to 2022 - - - $ 43,287,395 $ (2,134,512 ) $ 41,152,883 Related Party First Term Loan Due 2034 (In Default) a term loan in the principal amount of $25.0 million As described elsewhere in this Annual Report, Veritex notified LE that the Final Arbitration Award constitutes an event of default under the First Term Loan Due 2034. In addition to existing events of default related to the Final Arbitration Award, at December 31, 2017, 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. LE also failed to replenish a payment reserve account as required. The occurrence of events of default under the First Term Loan Due 2034 permits Veritex to 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. Veritex informed obligors that it is not currently exercising its rights, privileges and remedies under the First Term Loan Due 2034 considering the ongoing settlement discussions with GEL and the continuance of the hearing on confirmation of the Final Arbitration Award and to allow Veritex to evaluate any proposed settlement agreement related to the Final Arbitration Award, which would require Veritex’s approval. However, Veritex expressly reserved all its rights, privileges and remedies related to events of default under the First Term Loan Due 2034 and informed LE that it would consider a final confirmation of the Final Arbitration Award to be a material event of default under the loan agreement. Any exercise by Veritex of its rights and remedies under the First Term Loan Due 2034 would have a material adverse effect on our business, financial condition, and results of operations and would likely require us to seek protection under bankruptcy laws. (See “Note (1) Organization – Going Concern and Operating Risks” for additional disclosures related to the First Term Loan Due 2034, the Final Arbitration Award 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 payment reserve account held by Veritex, 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 (In Default) Consolidated Financial Statements (Continued) As described elsewhere in this Annual Report, Veritex notified LRM that the Final Arbitration Award constitutes an event of default under the Second Term Loan Due 2034. In addition to existing events of default related to the Final Arbitration Award, at December 31, 2017, LRM was in violation of the debt service coverage ratio, the current ratio, and debt to net worth ratio financial covenants related to the Second Term Loan Due 2034. The occurrence of events of default under the Second Term Loan Due 2034 permits Veritex to 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. Veritex informed obligors that it is not currently exercising its rights, privileges and remedies under the Second Term Loan Due 2034 considering the ongoing settlement discussions with GEL and the continuance of the hearing on confirmation of the Final Arbitration Award and to allow Veritex to evaluate any proposed settlement agreement related to the Final Arbitration Award, which would require Veritex’s approval. However, Veritex expressly reserved all its rights, privileges and remedies related to events of default under the Second Term Loan Due 2034 and informed LRM that it would consider a final confirmation of the Final Arbitration Award to be a material event of default under the loan agreement. Any exercise by Veritex of its rights and remedies under the Second Term Loan Due 2034 would have a material adverse effect on our business, financial condition, and results of operations and would likely require us to seek protection under bankruptcy laws. (See “Note (1) Organization – Going Concern and Operating Risks” for additional disclosures related to the First Term Loan Due 2034, the Final Arbitration Award 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 earns a fee equal to 2.00% per annum of the outstanding principal balance owed under the Second Term Loan Due 2034. Effective in April 2017, the Guaranty Fee Agreement associated with the Second Term Loan Due 2034 was amended and restated to reflect payment in cash and shares of Blue Dolphin Common Stock. For the years ended December 31, 2017 and 2016, guaranty fees earned by Jonathan Carroll related to the Second Term Loan Due 2034 totaled $192,108 and $197,024, respectively. Guaranty fees are recognized monthly as incurred and are included in interest and other expense in our consolidated statements of operations. (Jonathan Carroll has received no cash payments since August 2016 and no common stock payments since May 2017 under the Amended and Restated Guaranty Fee Agreements.) 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 Veritex 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 Veritex has a second priority lien in such leases subordinate to a prior lien granted by LRM to Veritex 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. Notre Dame Debt (In Default) 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. Term Loan Due 2017 As a condition of the Term Loan Due 2017, Jonathan Carroll was required to guarantee r epayment Capital Leases A summary of equipment held under long-term capital leases as of the dates indicated follows: December 31, 2017 2016 Boiler equipment $ 538,598 $ 538,598 Less: accumulated depreciation 7,655 - $ 546,253 $ 538,598 At December 31, 2017, there were no future minimum lease commitments under non-cancelable capital leases. |