Third-Party Long-Term Debt | Loan Agreements Loan Description Original Principal Amount (in millions) Maturity Date Monthly Principal and Interest Payment Interest Rate Loan Purpose USDA-Guaranteed Loans First Term Loan Due 2034 ( in default $ 25.0 Jun 2034 $0.2 million WSJ Prime + 2.75% Refinance loan; capital improvements Second Term Loan Due 2034 ( in default $ 10.0 Dec 2034 $0.1 million WSJ Prime + 2.75% Refinance bridge loan; capital improvements Notre Dame Debt ( in default $ 11.7 (1) Jan 2018 No payments to date; payment rights subordinated(2) 16.00 % Working capital; reduce balance of GEL Final Arbitration Award (1) Original principal amount was $8.0 million; pursuant to a 2017 sixth amendment, the Notre Dame Debt was amended to increase the principal amount by $3.7 million; the additional principal was used to reduce the GEL Final Arbitration Award by $3.6 million. (2) Pursuant to a 2015 subordination agreement, the holder of the Notre Dame Debt agreed to subordinate their right to payments, as well as any security interest and liens on the Nixon facility’s business assets, in favor of Veritex as holder of the First Term Loan Due 2034. Guarantees and Security Loan Description Guarantees Security USDA-Guaranteed Loans First Term Loan Due 2034 ( in default ● ● ● ● ● ● ● ● Second Term Loan Due 2034 ( in default ● ● ● ● ● ● ● ● Notre Dame Debt ( in default --- ● (1) As a condition of the First Term Loan Due 2034 and Second Term Loan Due 2034, Jonathan Carroll was required to personally guarantee repayment borrowed funds and accrued interest. (2) Pursuant to a 2015 subordination agreement, the holder of the Notre Dame Debt agreed to subordinate their right to payments, as well as any security interest and liens on the Nixon facility’s business assets, in favor of Veritex as holder of the First Term Loan Due 2034. The USDA, acting through its agencies, administers a federal rural credit program that makes direct loans and guarantees portions of loans made and serviced by USDA-qualified lenders for various purposes. Each USDA guarantee is a full faith and credit obligation of the U.S. with the USDA guaranteeing up to 100% of the principal amount. The lender for a USDA-guaranteed loan, in our case Veritex, is required by regulations to retain both the guaranteed and unguaranteed portions of the loan, to service the entire underlying loan, and to remain mortgage and/or secured party of record. Both the guaranteed and unguaranteed portions of the loan are to be secured by the same collateral with equal lien priority. The USDA-guaranteed portion of a loan cannot be paid later than, or in any way be subordinated to, the related unguaranteed portion. See “Note (3)” and “Note (16)” to our consolidated financial statements for additional disclosures related to Affiliate agreements and transactions, including long-term debt guarantees. Representations, Warranties, Covenants, and Defaults The First Term Loan Due 2034 and Second Term Loan Due 2034 contain representations and warranties, affirmative and negative covenants, and events of default that we consider usual and customary for bank facilities of this type. Specifically, the First Term Loan Due 2034 and Second Term Loan Due 2034 contain debt service coverage ratio, current ratio, and debt to net worth ratio financial covenants. The First Term Loan Due 2034 also requires that a $1.0 million payment reserve account be maintained. There are no financial maintenance covenants associated with the Notre Dame Debt. Proceeds available for use under the First Term Loan Due 2034 and Second Term Loan Due 2034 were placed in a disbursement account whereby Veritex makes payments for construction related expenses. Amounts held in the disbursement account are reflected as restricted cash (current portion) and restricted cash, noncurrent in our consolidated balance sheets. As described elsewhere in this report, we are in default under our secured loan agreements. Defaults include events of default and financial covenant violations. Defaults under our secured loan agreements permit Veritex to declare the amounts owed under these loan agreements immediately due and payable, exercise its rights with respect to collateral securing obligors’ obligations under these loan agreements, and/or exercise any other rights and remedies available. The debt associated with these loans was classified within the current portion of long-term debt on our consolidated balance sheets at March 31, 2020 and December 31, 2019. Events of Default In April 2019, LE, Jonathan Carroll, Blue Dolphin, LRM, and LE received notification from Veritex that the bank agreed to waive certain covenant violations and forbear from enforcing its remedies under our secured loan agreements subject to: (i) the agreement and concurrence of the USDA and (ii) the replenishment of the payment reserve account on or before August 31, 2019. Following the GEL Settlement, the associated mutual releases became effective and GEL filed a stipulation of dismissal of claims against LE. As of the date of this report, LE had not replenished the payment reserve account and obligors were still in default under our other secured loan agreements with Veritex. Financial Covenant Violations We can provide no assurance that: (i) our assets or cash flow will be sufficient to fully repay borrowings under our secured loan agreements with Vertitex, either upon maturity or if accelerated, (ii) LE and LRM will be able to refinance or restructure the payments of the debt, and/or (iii) Veritex, as first lien holder, will provide future default waivers. Defaults under our secured loan agreements and any exercise by Veritex of its rights and remedies related to such defaults may have a material adverse effect on the trading prices of our common stock and on the value of an investment in our common stock, and holders of our common stock could lose their investment in our common stock in its entirety. See “Note (1)” and “Note (11)” to our consolidated financial statements for additional information regarding defaults under our secured loan agreements and their potential effects on our business, financial condition, and results of operations. Outstanding Principal, Debt Issue Costs, and Accrued Interest Third-party long-term debt (outstanding principal and accrued interest), as of the dates indicated was as follows: March 31, December 31, 2020 2019 (in thousands) USDA-Guaranteed Loans First Term Loan Due 2034 (in default) $ 21,586 $ 21,776 Second Term Loan Due 2034 (in default) 8,953 9,031 Notre Dame Debt (in default) 8,816 8,617 39,355 39,424 Less: Current portion of long-term debt, net (33,580 ) (33,836 ) Less: Unamortized debt issue costs (1,845 ) (1,877 ) Less: Accrued interest payable (in default) (3,930 ) (3,711 ) $ - $ - Unamortized debt issue costs associated with USDA-guaranteed loans as of the dates indicated consisted of the following: March 31, December 31, 2020 2019 (in thousands) USDA-Guaranteed Loans First Term Loan Due 2034 (in default) $ 1,674 $ 1,674 Second Term Loan Due 2034 (in default) 768 768 Less: Accumulated amortization (597 ) (565 ) $ 1,845 $ 1,877 Amortization expense was $0.03 million for both three-month periods ended March 31, 2020 and 2019. Accrued interest related to third-party long-term debt, reflected as accrued interest payable in our consolidated balance sheets, as of the dates indicated consisted of the following: March 31, December 31, 2020 2019 (in thousands) Notre Dame Debt (in default) $ 3,838 $ 3,639 USDA-Guaranteed Loans First Term Loan Due 2034 (in default) 41 25 Second Term Loan Due 2034 (in default) 51 47 3,930 3,711 Less: Accrued interest payable (in default) (3,930 ) (3,711 ) Long-term Interest Payable, Net of Current Portion $ - $ - As a result of new ASU guidance related to leases, capital leases are now reported in “Note (13)” as finance leases. See “Note (1),” “Note (3),” and “Note (11”) to our consolidated financial statements for information related to third-party debt, related-party debt and debt obligations associated with Pilot. |