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): August 15, 2022

Blue Dolphin Energy Company
(Exact name of registrant as specified in its charter)
Delaware	0-15905	73-1268729
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(State or Other Jurisdiction<br><br>of Incorporation)	(Commission<br><br>File Number)	(IRS Employer<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:

Title of each class	Trading Symbol (s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	BDCO	OTCQX

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 August 15, 2022, Blue Dolphin Energy Company, a Delaware corporation (“Blue Dolphin”), issued a press release reporting its financial results for the three-month period ended June 30, 2022 and its financial condition as of June 30, 2022. 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 August 15, 2022.

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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: August 15, 2022

Blue Dolphin Energy Company
/s/ JONATHAN P. CARROLL
Jonathan P. Carroll
Chief Executive Officer, President,
Assistant Treasurer and Secretary<br><br>(Principal Executive Officer, Principal Financial Officer, and Principal Accounting Officer)

Exhibit Index

99.1	Blue Dolphin Energy Company Press Release Issued August 15, 2022.
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bdco_ex991.htm EXHIBIT 99.1

PRESS RELEASE

FOR IMMEDIATE RELEASE ****

August 15, 2022

Blue Dolphin REPORTS SECOND QUARTER 2022 RESULTS

·	Gross Profit $16.8 million ($17.8 million increase year over year)
·	Net Income $13.4 million ($17.5 million increase year over year)
·	Refining Operations Segment Contribution Margin $15.8 million ($17.9 million increase year over year)
·	Positive Outlook for Refining Operations

Houston, August 15, 2022

/ 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 second quarter of 2022. Blue Dolphin had gross profit of $16.8 million for the quarter ended June 30, 2022 (Q2-22) compared to a gross loss of $1.0 million for the quarter ended June 30, 2021 (Q2-21). Net income increased to $13.4 million, or $0.97 per share, for Q2-22 from a net loss of $4.1 million, or a loss of $0.32 per share, for Q2-21. Refining operations segment contribution margin, a non-GAAP financial measure, totaled $15.8 million for Q2-22 compared to a segment contribution deficit of $2.1 million for Q2-21. (See below for a reconciliation of non-GAAP financial measures to GAAP financial measures.)

“Reliable and safe operations combined with historical refining margins led Blue Dolphin to report record financial results for the second quarter of 2022,” said Jonathan P. Carroll, Chief Executive Officer of Blue Dolphin Energy Company.

****	Three Months Ended					****

| **** | June 30, | | | | | **** |

| **** | 2022 | | **** | 2021 | | |

| | (in millions) | | | | | | | Total revenue from operations | $ | 136,122 | | $ | 69,441 | |

| Total cost of goods sold | | (119,309 | ) | | (70,466 | ) | | Gross profit (loss) | | 16,813 | | | (1,025 | ) | | Total cost of operations | | (1,620 | ) | | (1,486 | ) | | Income (loss) from operations | | 15,193 | | | (2,511 | ) | | Total other expense | | (1,668 | ) | | (1,588 | ) | | Income (loss) before income taxes | | 13,525 | | | (4,099 | ) |

| Income tax expense | | (115 | ) | $ | - | |

| Net income | $ | 13,410 | | $ | (4,099 | ) | | Income (loss) per common share | | | | | | |

| Basic | $ | 0.97 | | $ | (0.32 | ) |

| Diluted | $ | 0.97 | | $ | (0.32 | ) |

Reconciliation of Segment Contribution Margin (Deficit)

	Three Months Ended June 30,																							****

| **** | 2022 | | **** | 2021 | | **** | 2022 | | **** | 2021 | | **** | 2022 | | **** | 2021 | | **** | 2022 | | **** | 2021 | | |

| | (in thousands) | | | | | | | | | | | | | | | | | | | | | | | | | Segment contribution margin (deficit) | $ | 15,797 | | $ | (2,117 | ) | $ | 1,016 | | $ | 1,092 | | $ | (57 | ) | $ | (50 | ) | $ | 16,756 | | $ | (1,075 | ) |

| General and administrative expenses^(1)^ | | (313 | ) | | (265 | ) | | (53 | ) | | (68 | ) | | (498 | ) | | (410 | ) | | (864 | ) | | (743 | ) |

| Depreciation and amortization | | (306 | ) | | (302 | ) | | (342 | ) | | (340 | ) | | (51 | ) | | (51 | ) | | (699 | ) | | (693 | ) |

| Interest and other non-operating expenses, net | | (703 | ) | | (708 | ) | | (409 | ) | | (448 | ) | | (556 | ) | | (432 | ) | | (1,668 | ) | | (1,588 | ) |

| Income (loss) before income taxes | | 14,475 | | | (3,392 | ) | | 212 | | | 236 | | | (1,162 | ) | | (943 | ) | | 13,525 | | | (4,099 | ) |

| Income tax expense | | - | | | - | | | - | | | - | | | (115 | ) | | - | | | (115 | ) | | - | |

| Net income (loss) | $ | 14,475 | | $ | (3,392 | ) | $ | 212 | | $ | 236 | | $ | (1,277 | ) | $ | (943 | ) | $ | 13,410 | | $ | (4,099 | ) |

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(1)	General and administrative expenses within refinery operations include the LEH operating fee and accretion of asset retirement obligations.

Non-GAAP Financial Measures. This press release includes segment contribution margin, which, for refinery operations and tolling and terminaling business segments, represents net revenues (excluding intercompany fees and sales) attributable to the respective business segment less associated intercompany fees and sales less associated operation costs and expenses. We believe segment contribution margin is useful for investors to consider this measure in comparing the underlying performance of our business across periods. The presentation of this additional information is not meant to be considered in isolation or as a substitute for net income (loss) as prepared in accordance with U.S. GAAP.

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-bpd crude distillation tower with more than 1.2 million bbls 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 that are 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,” “pursues,” “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 what is expressed or forecasted in such forward-looking statements. The reader should not place undue reliance 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 as a result 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 2021 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 have material adverse effects on forward-looking statements.

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