bdco20251119_8k.htm
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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):
March 31,  2026
 
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)
 
(713) 568-4725
(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. ☐


 
 

 
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 March 31, 2026 Blue Dolphin Energy Company (“Blue Dolphin”) issued a press release reporting its financial results for the twelve months ended December 31, 2025 and its financial condition as of December 31, 2025. 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 March 31, 2026.
104 Cover Page Interactive Data File (the Cover Page Interactive Data File is embedded within the Inline XBRL document).
 
2

 
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: April 2, 2026
 
Blue Dolphin Energy Company
 
   
/s/ BRYCE D. KLUG
 
Bryce D. Klug
Treasurer and Assistant Secretary
(Principal Financial and Accounting Officer)
 
 
Exhibit Index
 
99.1
Blue Dolphin Energy Company Press Release Issued March 31, 2026.
104 Cover Page Interactive Data File (the Cover Page Interactive Data File is embedded within the Inline XBRL document).
 
3

Exhibit 99.1

 

bluedolphinlogo.jpg

 

PRESS RELEASE

FOR IMMEDIATE RELEASE

 

BLUE DOLPHIN REPORTS FULL YEAR 2025 FINANCIAL RESULTS

 

●  Total gross profit of $8.7 million for the twelve months ended December 31, 2025 (the "Full Year 2025") compared to $3.9 million for the twelve months ended December 31, 2024 (the "Full Year 2024").

●  Net loss of $5.6 million, or a loss of $0.38 per share, for Full Year 2025 compared to a net loss of $8.6 million, or a loss of $0.58 per share, for Full Year 2024.

●  Consolidated earnings before interest, income taxes, depreciation, and amortization (“EBITDA”) of $1.3 million for Full Year 2025 compared to consolidated EBITDA of $(1.5) million for Full Year 2024.

●  Refinery operations EBITDA of $2.9 million for full year 2025 compared to refinery operations EBITDA of $(0.4) million for full year 2024.

 

HOUSTON, TX / ACCESS Newswire / March 31, 2026 / 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 twelve months ended December 31, 2025.

 

Results of Operations

 

Blue Dolphin reported total gross profit of $8.7 million and a net loss of $5.6 million, or a loss of $0.38 per share, for Full Year 2025. Comparatively, Blue Dolphin reported a total gross profit of $3.9 million and a net loss of $8.6 million, or a loss of $0.58 per share, for Full Year 2024. Consolidated EBITDA totaled $1.3 million for Full Year 2025 compared to consolidated EBITDA of $(1.5) million for Full Year 2024.

 

For Full Year 2025, refinery operations loss before income taxes totaled $1.3 million compared to a refinery operations loss before income taxes of $4.9 million for Full Year 2024. Refinery operations EBITDA totaled $2.9 million for Full Year 2025 compared to refinery operations EBITDA of $(0.4) million for Full Year 2024.

 

See the tables below for a reconciliation of consolidated EBITDA and refinery operations EBITDA to EBITDA,

 

“Blue Dolphin continued to focus on efficiency, reliability, safety, and cost management throughout 2025,” said Jonathan P. Carroll, Chief Executive Officer of Blue Dolphin Energy Company. “As a result, we achieved a gross profit of $8.7 million and consolidated EBITDA of $1.3 million for the twelve months ended December 31, 2025.”

 

Liquidity and Working Capital

 

As of December 31, 2025, Blue Dolphin had $2.0 million in cash and cash equivalents and restricted cash compared to $1.1 million at December 31, 2024, representing a $0.9 million improvement. Blue Dolphin had a working capital deficit of $24.4 million as of December 31, 2025 compared to a working capital deficit of $19.1 million as of December 31, 2024, representing a $5.3 million increase in working capital deficit.

 

For more information regarding Blue Dolphin's financial results for the twelve months ended December 31, 2025, see Blue Dolphin's Annual Report on Form 10-K as filed with the U.S. Securities and Exchange Commission on March 31, 2026.

 

 

 

 

Blue Dolphin Energy Company and Subsidiaries

Earnings Release Tables

 

 

Condensed Consolidated Statements of Income (Unaudited)

 

 

   

Twelve Months Ended

 
   

December 31,

 
   

2025

   

2024

 
   

(in thousands, except per-share amounts)

 
                 

Total revenue from operations

  $ 279,385     $ 317,519  

Total cost of goods sold

    270,705       313,629  
                 

Gross profit

    8,680       3,890  
                 

LEH operating fee, related party

    1,033       811  

Other operating expenses

    554       640  

General and administrative expenses

    5,291       6,443  

Depreciation and amortization

    296       232  

Impairment of fixed assets

    3,026       -  

Bad debt expense

    -       70  

Total cost and expenses

    10,200       8,196  
                 

Loss before income taxes

    (6,908 )     (10,165 )
                 

Income tax benefit

    1,307       1,529  
                 

Net loss

    (5,601 )     (8,636 )
                 

Loss per common share

               

Basic

  $ (0.38 )   $ (0.58 )

Diluted

  $ (0.38 )   $ (0.58 )


 

Reconciliation of Certain Non-U.S. GAAP Measures (Unaudited)

 

   

Twelve Months Ended December 31,

 
   

2025

   

2024

 
   

Refinery Operations

   

Tolling & Terminaling

   

Corporate & Other

   

Total

   

Refinery Operations

   

Tolling & Terminaling

   

Corporate & Other

   

Total

 
   

(in thousands)

 
                                                                 

Income (loss) before income taxes

  $ (1,254 )   $ 1,911     $ (7,565 )   $ (6,908 )   $ (4,904 )   $ 1,373     $ (6,634 )   $ (10,165 )
                                                                 

Add: depreciation and amortization

    1,204       1,367       296       2,867       1,206       1,368       232       2,806  

Add: interest, net

    2,953       1,774       661       5,388       3,313       1,961       585       5,859  
                                                                 

EBITDA

  $ 2,903     $ 5,052     $ (6,608 )   $ 1,347     $ (385 )   $ 4,702     $ (5,817 )   $ (1,500 )

 

 

 

 

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 formed in 1986 as a Delaware corporation and trades 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 Dolphins operations based on managements 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 companys 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 2025 Annual Report on Form 10-K as filed with the U.S. Securities and Exchange Commission (the "SEC") on March 31, 2026 and in subsequent filings with the SEC. Other unpredictable or unknown factors not discussed in this press release could also adversely affect forward-looking statements.

 

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