Form 8-K - Current report

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

____________________

 

FORM 8-K

 

CURRENT REPORT PURSUANT TO

SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of report (Date of earliest event reported):

November 15, 2024

 

Blue Dolphin Energy Company

(Exact name of registrant as specified in its charter)

 

Delaware		0-15905		73-1268729
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

801 Travis Street, Suite 2100

Houston, TX 77002

(Address of principal executive office and zip code)

 

[phone]

(Registrant’s telephone number, including area code)

 

(Not Applicable)

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:  None

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).

 

Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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The information in this Current Report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), as amended, or otherwise subject to the liabilities of such section, and is not deemed incorporated by reference into any filings under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

 

Item 2.02 Results of Operations and Financial Condition.

 

On November 15, 2024 Blue Dolphin Energy Company, a Delaware corporation (“Blue Dolphin”), issued a press release reporting its financial results for the three and nine months ended September 30, 2024 and its financial condition as of September 30, 2024. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

99.1	Blue Dolphin Energy Company Press Release Issued November 15, 2024.
104	Cover Page Interactive Data File (the Cover Page Interactive Data File is embedded within the Inline XBRL document).

 

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SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: November19, 2024

 

Blue Dolphin Energy Company
/s/ BRYCE D. KLUG
Bryce D. Klug Principal Financial and Accounting Officer, Treasurer, and Assistant Secretary

 

Exhibit Index

 

99.1	Blue Dolphin Energy Company Press Release Issued November 15, 2024.
104	Cover Page Interactive Data File (the Cover Page Interactive Data File is embedded within the Inline XBRL document).

 

 

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Exhibit 99.1

 

 

 

PRESS RELEASE

FOR IMMEDIATE RELEASE

BLUE DOLPHIN REPORTS THIRD QUARTER 2024 FINANCIAL RESULTS

 

●

Positive working capital of $9.9 million at September 30, 2024, a $16.0 million improvement compared to December 31, 2023.

 

●

Adjusted refinery operations segment margin of $1.3 million for the nine months ended September 30, 2024.

 

Houston, November 15, 2024 / Issuer Direct / -- Blue Dolphin Energy Company (“Blue Dolphin”) (OTCQX:BDCO), an independent refiner and marketer of petroleum products in the Eagle Ford Shale region, announced its financial results for the three and nine months ended September 30, 2024.

 

Results of Operations

 

For the three months ended September 30, 2024, Blue Dolphin reported an adjusted refinery operations segment deficit of $4.0 million compared to adjusted refinery operations segment margin of $9.7 million for the three months ended September 30, 2023. Blue Dolphin’s refining margins for the three months ended September 30, 2024 were negatively impacted by less favorable refining margins and lower sales volume. Refinery operations segment margin was also adversely impacted by a $1.9 million inventory impairment due to recognizing inventory at the lower of cost or net realizable value. Blue Dolphin reported tolling and terminaling segment margin of $0.1 million for the three months ended September 30, 2024 compared to $0.2 million for the same period a year earlier. The accompanying earnings release tables provide a reconciliation of adjusted refinery operations segment margin (deficit), a non-GAAP measure, to refinery operations segment margin.

 

For the nine months ended September 30, 2024, adjusted refinery operations segment margin was $1.3 million compared to adjusted refinery operations segment margin of $28.1 million for the nine months ended September 30, 2023. Blue Dolphin’s refining margins for the nine months ended September 30, 2024 were negatively impacted by less favorable refining margins and lower sales volume.  Refinery operations segment margin was also adversely impacted by maintenance turnaround expenses and a $7.9 million inventory impairment due to recognizing inventory at the lower of cost or net realizable value. Blue Dolphin reported tolling and terminaling segment margin of $0.8 million for the nine months ended September 30, 2024 compared to $2.3 million for the same period a year earlier.

 

“While third quarter earnings were less than planned due, in part, to soft refining margins, we relied on our balance sheet to support operations,” said Jonathan P. Carroll, Chief Executive Officer of Blue Dolphin Energy Company.

 

Liquidity and Working Capital

 

As of September 30, 2024, Blue Dolphin had $1.7 million of cash and cash equivalents and restricted cash compared to $18.7 million as of December 31, 2023. Blue Dolphin had positive working capital of $9.9 million as of September 30, 2024 compared to a working capital deficit of $6.1 million as of December 31, 2023, representing a $16.0 million improvement.

 

For more information regarding Blue Dolphin’s financial results for the three and nine-month periods ended September 30, 2024, see Blue Dolphin’s Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission on November 14, 2024.

 

 

 

 

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Blue Dolphin Energy Company and Subsidiaries

Earnings Release Tables

 

Condensed Consolidated Statements of Operations (Unaudited)

 

		Three Months Ended												Nine Months Ended
		September 30,				June 30,				September 30,				September 30,
		2024				2024				2023				2024				2023
		(in thousands, except per share amounts)
Total revenue from operations		$	82,109			$	69,659			$	102,554			$	242,790			$	288,093
Total costs of operations			(86,907	)			(76,285	)			(93,607	)			(244,383	)			(260,731	)
Income (loss) from operations			(4,798	)			(6,626	)			8,947				(1,593	)			27,362
Total other expense			(1,548	)			(1,440	)			(1,543	)			(4,354	)			(4,492	)
Income (loss) before income taxes			(6,346	)			(8,066	)			7,404				(5,947	)			22,870
Income tax benefit (expense)			1,346				1,716				(339	)			1,221				(612	)
Net income (loss)		$	(5,000	)		$	(6,350	)		$	7,065			$	(4,726	)		$	22,258
Income (loss) per common share
Basic		$	(0.34	)		$	(0.43	)		$	0.47			$	(0.32	)		$	1.49
Diluted		$	(0.34	)		$	(0.43	)		$	0.47			$	(0.32	)		$	1.49

 

Reconciliation of Adjusted Refinery Operations Segment Margin (Deficit) (Unaudited)

 

		Three Months Ended												Nine Months Ended
		September 30,				June 30,				September 30,				September 30,
		2024				2024				2023				2024				2023
		(in thousands)
Refinery operations segment margin (deficit)		$	(4,334	)		$	(4,895	)		$	9,380			$	364			$	27,176
Add: depreciation and amortization			302				301				303				904				911
Adjusted refinery operations segment margin (deficit)		$	(4,032	)		$	(4,594	)		$	9,683			$	1,268			$	28,087

 

 

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About Blue Dolphin

 

Blue Dolphin is an independent downstream energy company operating in the Gulf Coast region of the United States. Subsidiaries operate a light, sweet-crude, 15,000-barrel per day crude distillation tower with over 1.25 million barrels of petroleum storage tank capacity in Nixon, Texas. Blue Dolphin was formed in 1986 as a Delaware corporation and is traded on the OTCQX under the ticker symbol “BDCO.”  For additional information, visit Blue Dolphin's corporate website at http://www.blue-dolphin-energy.com.

 

Contact:

 

Jonathan P. Carroll

Chief Executive Officer and President

713-568-4725

 

Cautionary Statements Relevant to Forward-Looking Information for the Purpose of “Safe Harbor” Provisions of the Private Securities Litigation Reform Act of 1995. This press release contains forward-looking statements relating to Blue Dolphin’s operations based on management’s current expectations, estimates, and projections about the oil and gas industry. Words or phrases such as “anticipates,” “expects,” “intends,” “plans,” “targets,” “advances,” “commits,” “drives,” “aims,” “forecasts,” “projects,” “believes,” “approaches,” “seeks,” “schedules,” “estimates,” “positions,” “pursue,” “may,” “can,” “could,” “should,” “will,” “budgets,” “outlook,” “trends,” “guidance,” “focus,” “on track,” “goals,” “objectives,” “strategies,” “opportunities,” “poised,” “potential,” “ambitions,” “aspires” and similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future performance and are subject to certain risks, uncertainties, and other factors, many of which are beyond the company’s control and are difficult to predict. Therefore, actual outcomes and results may differ materially from those expressed or forecasted in such forward-looking statements. The reader should not rely on these forward-looking statements, which speak only as of the date of this press release. Unless legally required, Blue Dolphin undertakes no obligation to update publicly any forward-looking statements, whether because of new information, future events, or otherwise.

 

For a discussion of risk factors that could cause actual results to differ materially from those in the forward-looking statements, please see the factors set forth under the heading “Risk Factors” in Blue Dolphin’s 2023 Annual Report on Form 10-K and in subsequent filings with the U.S. Securities and Exchange Commission. Other unpredictable or unknown factors not discussed in this press release could also adversely affect forward-looking statements.

 

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Document And Entity Information	Nov. 15, 2024
Document Information [Line Items]
Entity, Registrant Name	Blue Dolphin Energy Company
Document, Type	8-K
Document, Period End Date	Nov. 15, 2024
Entity, Incorporation, State or Country Code	DE
Entity, File Number	0-15905
Entity, Tax Identification Number	73-1268729
Entity, Address, Address Line One	801 Travis Street, Suite 2100
Entity, Address, City or Town	Houston
Entity, Address, State or Province	TX
Entity, Address, Postal Zip Code	77002
City Area Code	713
Local Phone Number	568-4725
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity, Emerging Growth Company	false
Amendment Flag	false
Entity, Central Index Key	0000793306

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