Third-Party Long-Term Debt | (10) Third-Party Long-Term Debt Loan Agreements Loan Description Parties Principal (in millions) Origination / Maturity Monthly Principal and Interest Payment Interest Rate Loan Purpose Veritex Loans LE Term Loan Due 2034 ( in forbearance (1) LE Veritex $25.0 Jun 2015 / Jun 2034 $0.2 million WSJ Prime + 2.75% Refinance loan; capital improvements LRM Term Loan Due 2034 ( in forbearance (1) LRM Veritex $10.0 Dec 2015 / Dec 2034 $0.1 million WSJ Prime + 2.75% Refinance bridge loan; capital improvements Kissick Debt (in forbearance) ( 2)(3)(4) LE Kissick $11.7 Jun 2006 / Jan 2018 $0.5 million 6.25% Working capital GNCU Loan NPS Term Loan Due 2031( in default (5) NPS GNCU $10.0 Oct 2021 / Oct 2031 $0.1 million 5.75% Working capital SBA EIDLs Blue Dolphin Term Loan Due 2051 (as modified) (6) Blue Dolphin SBA $2.0 May 2021 / Jun 2051 $0.01 million 3.75% Working capital LE Term Loan Due 2050 (7) LE SBA $0.15 Aug 2020 / Aug 2050 $0.0007 million 3.75% Working capital NPS Term Loan Due 2050 (7) NPS SBA $0.15 Aug 2020 / Aug 2050 $0.0007 million 3.75% Working capital Equipment Loan Due 2025 (8) LE Texas First $0.07 Oct 2020 / Oct 2025 $0.0013 million 4.50% Equipment Lease Conversion (1) At both September 30, 2023 and December 31, 2022, restricted cash, noncurrent, representing amounts held by Veritex in a payment reserve account, was $1.0 million. (2) Original principal amount was $8.0 million; pursuant to a 2017 sixth amendment, principal under the Kissick Debt increased by $3.7 million. (3) Pursuant to the Kissick Forbearance Agreement, LE began making monthly payments of $0.5 million to Kissick Noteholder in April 2023; as modified, interest on outstanding principal and accrued and unpaid interest decreased from 16.00% to 6.25% per year. (4) Subject to the Kissick Subordination Agreement. (5) Loan requires monthly interest-only payments for the first thirty-six (36) months. Afterwards, principal and interest payments due monthly through loan maturity. First payment due in November 2024. (6) Original principal amount was $0.5 million; the Blue Dolphin Term Loan Due 2051 was modified to increase the principal amount by $1.5 million. Payments deferred for thirty (30) months; first payment due and paid in November 2023; interest accrues during deferral period; loan not forgivable. (7) Payments deferred for thirty (30) months; first payment due and paid in February 2023; interest accrued during deferral period; loan not forgivable. (8) In May 2019, LE entered into 12-month equipment rental agreement with option to purchase a backhoe at maturity; equipment rental agreement matured in May 2020; in October 2020, LE entered into the Equipment Loan Due 2025 to finance the backhoe purchase; backhoe used at the Nixon facility. Outstanding Principal, Debt Issue Costs, and Accrued Interest Third-party long-term debt, including outstanding principal and accrued interest, as of the dates indicated was as follows: September 30, December 31, 2023 2022 (in thousands) Veritex Loans LE Term Loan Due 2034 (in forbearance) $ 20,074 $ 20,801 LRM Term Loan Due 2034 (in forbearance) 8,351 8,671 Kissick Debt (in forbearance) 8,521 11,006 GNCU Loan NPS Term Loan Due 2031 ( in default 9,975 9,975 SBA EIDLs BDEC Term Loan Due 2051 2,137 2,082 LE Term Loan Due 2050 161 162 NPS Term Loan Due 2050 161 162 Equipment Loan Due 2025 33 38 49,413 52,897 Less: Current portion of long-term debt, net (38,369 ) (42,155 ) Less: Unamortized debt issue costs (1,997 ) (2,149 ) Less: Accrued interest payable (3,836 ) (6,271 ) $ 5,211 $ 2,322 Unamortized debt issue costs associated with the Veritex and GNCU loans as of the dates indicated consisted of the following: September 30, December 31, 2023 2022 (in thousands) Veritex Loans LE Term Loan Due 2034 (in forbearance) $ 1,674 $ 1,674 LRM Term Loan Due 2034 (in forbearance) 768 768 GNCU Loan NPS Term Loan Due 2031 ( in default 730 730 Less: Accumulated amortization (1,175 ) (1,023 ) $ 1,997 $ 2,149 Amortization expense was $0.05 million for both three-month periods ended September 30, 2023 and 2022. Amortization expense was $0.1 million for both nine-month periods ended September 30, 2023 and 2022. 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: September 30, December 31, 2023 2022 (in thousands) Kissick Debt (in forbearance) $ 3,544 $ 6,028 Veritex Loans LE Term Loan Due 2034 (in forbearance) 49 53 LRM Term Loan Due 2034 (in forbearance) 67 66 GNCU Loan NPS Term Loan Due 2031 ( in default 17 17 SBA EIDLs BDEC Term Loan Due 2051 137 82 LE Term Loan Due 2050 11 12 NPS Term Loan Due 2053 11 12 Equipment Loan Due 2025 - 1 3,836 6,271 Less: Accrued interest payable (3,836 ) (6,271 ) Long-term Interest Payable, Net of Current Portion $ - $ - The debt associated with the LE Term Loan Due 2034, LRM Term Loan Due 2034, and NPS Term Loan Due 2031 was classified within the current portion of long-term debt on our consolidated balance sheets at September 30, 2023 and December 31, 2022. Although the debt associated with the Kissick Debt was classified within the current portion of long-term debt on our consolidated balance sheet at December 31, 2022, the Kissick Debt was reclassified to long-term debt, net of current portion at September 30, 2023 as a result of the Kissick Forbearance Agreement. Forbearance and Defaults Veritex First Amended Forbearance Agreement Under the Veritex Forbearance Agreement, which expired on September 30, 2023, LE and LRM paid Veritex: (i) $4.3 million in past due principal and interest at the non-default rate (excluding late fees), (ii) $1.0 million into a payment reserve account, and (iii) $0.04 million in Veritex attorney fees. The Veritex Forbearance Agreement was superseded by the Veritex First Amended Forbearance Agreement. Kissick Forbearance Agreement Other Defaults We can provide no assurance that: (i) our assets or cash flow will be sufficient to fully repay borrowings under secured loan agreements that are in default, either upon maturity or if accelerated, (ii) LE, LRM, NPS, or BDPL will be able to refinance or restructure the debt, and/or (iii) third parties will provide future forbearances or default waivers, particularly if the banks with whom we have relationships fail. If one or more banks fail, we could be exposed to additional events of default (if not cured or waived) under existing secured loan agreements. Defaults under our secured loan agreements and any exercise by third parties of their rights and remedies related to such defaults may have a material adverse effect on our business, the trading price 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. If the debt associated with secured loan agreements is accelerated and we are unable to refinance or restructure the debt or obtain default waivers, we may have to consider other options, including selling assets, raising additional debt or equity capital, cutting costs, reducing cash requirements, filing bankruptcy, or ceasing operating. See “Notes (1) and (3)” 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. Guarantees and Security Loan Description Guarantees Security Veritex Loans LE Term Loan Due 2034 ( in forbearance • USDA • Jonathan Carroll (1) · Affiliate cross-guarantees • First priority lien on Nixon facility’s business assets (excluding accounts receivable and inventory) • Assignment of all Nixon facility contracts, permits, and licenses • Absolute assignment of Nixon facility rents and leases, including tank rental income • $5.0 million life insurance policy on Jonathan Carroll LRM Term Loan Due 2034 ( in forbearance • USDA • Jonathan Carroll (1) • Affiliate cross-guarantees • Second priority lien on rights of LE in crude distillation tower and other collateral of LE • First priority lien on real property interests of LRM • First priority lien on all LRM fixtures, furniture, machinery, and equipment • First priority lien on all LRM contractual rights, general intangibles, and instruments, except with respect to LRM rights in its leases of certain specified tanks for which Veritex has second priority lien • Substantially all assets Kissick Debt (in forbearance) ( 2) --- • Subordinated deed of trust that encumbers the crude distillation tower and general assets of LE GNCU Loan NPS Term Loan Due 2031 (in default) • USDA • Jonathan Carroll (1) • Affiliate cross-guarantees • Deed of trust lien on approximately 56 acres of land and improvements owned by LE • Leasehold deed of trust lien on certain property leased by NPS from LE • Assignment of leases and rents and certain personal property SBA EIDLs Blue Dolphin Term Loan Due 2051 --- • Business assets (e.g., machinery and equipment, furniture, fixtures, etc.) LE Term Loan Due 2050 --- • Business assets (e.g., machinery and equipment, furniture, fixtures, etc.) NPS Term Loan Due 2050 --- • Business assets (e.g., machinery and equipment, furniture, fixtures, etc.) Equipment Loan Due 2025 --- • First priority security interest in the equipment (backhoe). (1) Jonathan Carroll was required to personally guarantee repayment of borrowed funds and accrued interest. (2) Subject to the Kissick Subordination Agreement. |