8-K
BLUE DOLPHIN ENERGY CO (BDCO)
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):
April 1, 2025
| Blue Dolphin Energy Company | ||
|---|---|---|
| (Exact name of registrant as specified in its charter) | ||
| Delaware | 0-15905 | 73-1268729 |
| --- | --- | --- |
| (State or Other Jurisdiction<br><br> <br>of Incorporation) | (Commission File Number) | (IRS Employer<br><br> <br>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 April 1, 2025, Blue Dolphin Energy Company, a Delaware corporation (“Blue Dolphin”), issued a press release reporting its financial results for the twelve months ended December 31, 2024 and its financial condition as of December 31, 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 April 1, 2025. |
|---|---|
| 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, 2025
| Blue Dolphin Energy Company |
|---|
| /s/ BRYCE D. KLUG |
| Bryce D. Klug<br><br> <br>Treasurer and Assistant Secretary<br><br> <br>(Principal Financial and Accounting Officer) |
Exhibit Index
| 99.1 | Blue Dolphin Energy Company Press Release Issued April 1, 2025. |
|---|---|
| 104 | Cover Page Interactive Data File (the Cover Page Interactive Data File is embedded within the Inline XBRL document). |
3
ex_796746.htm
Exhibit 99.1
PRESS RELEASE
FOR IMMEDIATE RELEASE
BLUE DOLPHIN REPORTS FULL YEAR 2024 FINANCIAL RESULTS
Houston, TX / ACCESS Newswire / April 1, 2025 / 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, 2024.
Results of Operations
On a consolidated basis, Blue Dolphin reported a net loss of $8.6 million, or $0.58 per share, for the twelve months ended December 31, 2024, compared to net income of $31.0 million, or $2.08 per share, for the twelve months ended December 31, 2023. Refining earnings before interest, income taxes, and depreciation and amortization (“EBITDA”) was $2.3 million, or $0.61 per barrel, for the year ended December 31, 2024 compared to $38.6 million, or $9.37 per barrel, for the year ended December 31, 2023. Refining EBITDA for 2024 was negatively impacted by less favorable refining margins, lower sales volume, maintenance turnaround expenses, and an $8.3 million inventory impairment due to recognizing inventory at the lower of cost or net realizable market value. Inventory impairment totaled $5.2 million for 2023. Tolling and terminaling EBITDA was $2.1 million for the year ended December 31, 2024 compared to $4.3 million for the year ended December 31, 2023. The decrease in tolling and terminaling EBITDA for 2024 related to lower tolling and terminaling revenue.The accompanying earnings release tables provide a reconciliation of EBITDA, a non-GAAP measure, to income (loss) before income taxes.
“Blue Dolphin entered 2024 in a strong financial position, and the strength of our balance sheet enabled us to navigate challenging market conditions throughout the year,” said Jonathan P. Carroll, Chief Executive Officer of Blue Dolphin. “During 2024 we prioritized debt reduction, paying down $7.5 million in principal and accrued interest on term loans, and successfully completed planned maintenance turnarounds, which we believe positions us well going into 2025.”
Liquidity and Working Capital
As of December 31, 2024, Blue Dolphin had $1.1 million of cash and cash equivalents and restricted cash compared to $18.7 million as of December 31, 2023. Blue Dolphin had a working capital deficit of $19.1 million as of December 31, 2024 compared to a working capital deficit of $6.1 million as of December 31, 2023, representing a $13.0 million decrease.
For more information regarding Blue Dolphin’s financial results for the twelve months ended December 31, 2024, see Blue Dolphin’s Annual Report on Form 10-K as filed with the Securities and Exchange Commission on April 1, 2025.
Blue Dolphin Energy Company and Subsidiaries
Earnings Release Tables
Condensed Consolidated Statements of Operations (Audited)
| Twelve Months Ended | ||||||||
|---|---|---|---|---|---|---|---|---|
| December 31, | ||||||||
| 2024 | 2023 | 2022 | ||||||
| Total revenue from operations | $ | 317,519 | $ | 396,048 | $ | 487,504 | ||
| Total cost of goods sold | 313,629 | 353,949 | 444,025 | |||||
| Gross profit | 3,890 | 42,099 | 43,479 | |||||
| LEH operating fee, related party | 811 | 533 | 744 | |||||
| Other operating expenses | 640 | 208 | 221 | |||||
| General and administrative expenses | 6,443 | 3,134 | 2,915 | |||||
| Depreciation and amortization | 232 | 219 | 206 | |||||
| Impairment of fixed assets | - | 1,558 | 114 | |||||
| Bad debt expense | 70 | - | 62 | |||||
| Accretion of asset retirement obligations | - | 59 | 134 | |||||
| Interest, net | 5,859 | 5,862 | 5,884 | |||||
| Total costs and expenses | 14,055 | 11,573 | 10,280 | |||||
| Income (loss) before income taxes | (10,165 | ) | 30,526 | 33,199 | ||||
| Income tax benefit (expense) | 1,529 | 485 | (307 | ) | ||||
| Net income (loss) | $ | (8,636 | ) | $ | 31,011 | $ | 32,892 | |
| Income (loss) per common share | ||||||||
| Basic | $ | (0.58 | ) | $ | 2.08 | $ | 2.34 | |
| Diluted | $ | (0.58 | ) | $ | 2.08 | $ | 2.34 |
Reconciliation of Certain Non-U.S. GAAP Measures (Unaudited)
| Twelve Months Ended | |||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, | |||||||||||||||||||||
| 2024 | 2023 | ||||||||||||||||||||
| Refinery Operations | Tolling & Terminaling | Corporate & Other | Total | Refinery Operations | Tolling & Terminaling | Corporate & Other | Total | ||||||||||||||
| (in thousands) | |||||||||||||||||||||
| Income (loss) before income taxes | $ | (2,268 | ) | $ | (1,262 | ) | $ | (6,635 | ) | $ | (10,165 | ) | $ | 34,300 | $ | 980 | $ | (4,754 | ) | $ | 30,526 |
| Add: depreciation and amortization | 1,206 | 1,368 | 232 | 2,806 | 1,211 | 1,368 | 219 | 2,798 | |||||||||||||
| Add: interest, net | 3,313 | 1,961 | 585 | 5,859 | 3,130 | 1,964 | 768 | 5,862 | |||||||||||||
| EBITDA | $ | 2,251 | $ | 2,067 | $ | (5,818 | ) | $ | (1,500 | ) | $ | 38,641 | $ | 4,312 | $ | (3,767 | ) | $ | 39,186 |
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 2024 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.