8-K/A
BLUE DOLPHIN ENERGY CO (BDCO)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________
FORM 8-K/A
(Amendment No. 1)
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 14, 2024
| 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. ☐
Explanatory Note
This Amendment No. 1 to the Current Report on Form 8-K amends Item 9.01 of the Current Report on Form 8-K filed on August 15, 2024 (the “Original Form 8-K”) solely to correct the hyperlink provided for Exhibit 99.1 thereto (the “Exhibit”). As previously furnished, the hyperlink did not provide access to the linked document of the Exhibit in certain instances, which has been corrected on Exhibit 99.1 to this Amendment No. 1. No other changes were made to the Original Form 8-K.
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 14, 2024 Blue Dolphin Energy Company, a Delaware corporation (“Blue Dolphin”), issued a press release reporting its financial results for the three and six months ended June 30, 2024 and its financial condition as of June 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 August 14, 2024. |
|---|---|
| 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: August 15, 2024
| Blue Dolphin Energy Company |
|---|
| /s/ JONATHAN P. CARROLL |
| Jonathan P. Carroll<br><br> <br>Chief Executive Officer, President,<br><br> <br>Treasurer and Secretary<br><br> <br>(Principal Executive Officer, Principal Financial Officer, and Principal Accounting Officer) |
Exhibit Index
| 99.1 | Blue Dolphin Energy Company Press Release Issued August 14, 2024. |
|---|---|
| 104 | Cover Page Interactive Data File (the Cover Page Interactive Data File is embedded within the Inline XBRL document). |
3
ex_715443.htm
Exhibit 99.1
PRESS RELEASE
FOR IMMEDIATE RELEASE
BLUE DOLPHIN REPORTS SECOND QUARTER 2024 FINANCIAL RESULTS
| ● | Positive working capital of $18.8 million at June 30, 2024, representing a $24.9 million improvement compared to December 31, 2023. |
|---|---|
| ● | Total gross profit of $7.8 million, net income of $0.3 million, and adjusted EBITDA of $4.6 million for the six months ended June 30, 2024. |
| --- | --- |
Houston, August 14, 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 six months ended June 30, 2024.
Results of Operations
For the three months ended June 30, 2024, Blue Dolphin reported a total gross deficit of $4.1 million, a net loss of $6.4 million, or a loss of $0.43 per share, and negative adjusted earnings before interest and other expense, taxes, depreciation, and amortization (adjusted EBITDA) of $5.9 million. Gross profit and adjusted EBITDA for the three months ended June 30, 2024 were negatively impacted by a $5.5 million inventory impairment due to recognizing inventory at the lower of cost or net realizable value and $1.2 million in maintenance turnaround expenses. These items were included in total cost of goods sold in our consolidated statement of operations. The accompanying earnings release tables provide a reconciliation of adjusted EBITDA to net income.
For the six months ended June 30, 2024, Blue Dolphin reported a gross profit of $7.8 million, net income of $0.3 million, or $0.02 per share, and adjusted EBITDA of $4.6 million. Gross profit and adjusted EBITDA for the six months ended June 30, 2024 were negatively impacted by a $6.0 million inventory impairment due to recognizing inventory at the lower of cost or net realizable value and $1.2 million in maintenance turnaround expenses.
“Although Blue Dolphin’s quarter over quarter financial results were adversely impacted by lower refining margins, throughput, and sales volumes, we continued to focus on optimizing operations and improving our financial position,” said Jonathan P. Carroll, Chief Executive Officer of Blue Dolphin Energy Company. “During the second quarter, we successfully completed a maintenance turnaround of the Nixon facility, increased working capital, and significantly decreased current debt.”
Liquidity and Working Capital
As of June 30, 2024, Blue Dolphin had $1.1 million of cash and cash equivalents and restricted cash compared to $18.7 million at December 31, 2023. Blue Dolphin had positive working capital of $18.8 million at June 30, 2024 compared to a working capital deficit of $6.1 million at December 31, 2023, representing a $24.9 million improvement.
For more information regarding Blue Dolphin’s financial results for the three and six-month periods ended June 30, 2024, see Blue Dolphin’s Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission on August 14, 2024.
Blue Dolphin Energy Company and Subsidiaries
Earnings Release Tables
Condensed Consolidated Statements of Operations (Unaudited)
| Three Months Ended | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| June 30, | |||||||||||||||
| 2024 | 2023 | 2022 | |||||||||||||
| (in thousands, except per share amounts) | |||||||||||||||
| Total revenue from operations | $ | 69,659 | $ | 68,878 | $ | 136,122 | |||||||||
| Total cost of goods sold | (73,715 | ) | (66,988 | ) | (119,309 | ) | |||||||||
| Gross profit (deficit) | (4,056 | ) | 1,890 | 16,813 | |||||||||||
| Total cost of operations | (2,570 | ) | (1,804 | ) | (1,620 | ) | |||||||||
| Income (loss) from operations | (6,626 | ) | 86 | 15,193 | |||||||||||
| Total interest and other expense | (1,440 | ) | (1,619 | ) | (1,668 | ) | |||||||||
| Income (loss) before income taxes | (8,066 | ) | (1,533 | ) | 13,525 | ||||||||||
| Income tax benefit (expense) | 1,716 | (27 | ) | (115 | ) | ||||||||||
| Net income (loss) | $ | (6,350 | ) | $ | (1,560 | ) | $ | 13,410 | |||||||
| Income (loss) per common share | |||||||||||||||
| Basic | $ | (0.43 | ) | $ | (0.10 | ) | $ | 0.97 | |||||||
| Diluted | $ | (0.43 | ) | $ | (0.10 | ) | $ | 0.97 | |||||||
| Six Months Ended | Twelve Months Ended | ||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| June 30, | December 31, | ||||||||||||||
| 2024 | 2023 | 2022 | 2023 | 2022 | |||||||||||
| (in thousands, except per share amounts) | |||||||||||||||
| Total revenue from operations | $ | 160,681 | $ | 185,539 | $ | 246,805 | $ | 396,048 | $ | 487,504 | |||||
| Total cost of goods sold | (152,907 | ) | (163,145 | ) | (223,386 | ) | (351,370 | ) | (441,433 | ) | |||||
| Gross profit | 7,774 | 22,394 | 23,419 | 44,678 | 46,071 | ||||||||||
| Total cost of operations | (4,569 | ) | (3,979 | ) | (3,115 | ) | (8,290 | ) | (6,988 | ) | |||||
| Income from operations | 3,205 | 18,415 | 20,304 | 36,388 | 39,083 | ||||||||||
| Total interest and other expense | (2,806 | ) | (2,949 | ) | (3,260 | ) | (5,862 | ) | (5,884 | ) | |||||
| Income before income taxes | 399 | 15,466 | 17,044 | 30,526 | 33,199 | ||||||||||
| Income tax benefit (expense) | (125 | ) | (273 | ) | (156 | ) | 485 | (307 | ) | ||||||
| Net income | $ | 274 | $ | 15,193 | $ | 16,888 | $ | 31,011 | $ | 32,892 | |||||
| Income per common share | |||||||||||||||
| Basic | $ | 0.02 | $ | 1.02 | $ | 1.27 | $ | 2.08 | $ | 2.34 | |||||
| Diluted | $ | 0.02 | $ | 1.02 | $ | 1.27 | $ | 2.08 | $ | 2.34 |
Reconciliation of Adjusted EBITDA (Unaudited)
| Three Months Ended | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| June 30, | |||||||||||||||
| 2024 | 2023 | 2022 | |||||||||||||
| (in thousands) | |||||||||||||||
| Net income (loss) | $ | (6,350 | ) | $ | (1,560 | ) | $ | 13,410 | |||||||
| Excluding impacts of: | |||||||||||||||
| Total interest and other expense | (1,440 | ) | (1,619 | ) | (1,668 | ) | |||||||||
| Income tax benefit (expense) | 1,716 | (27 | ) | (115 | ) | ||||||||||
| Depreciation and amortization | (705 | ) | (697 | ) | (699 | ) | |||||||||
| Adjusted EBITDA | (5,921 | ) | 783 | 15,892 | |||||||||||
| Six Months Ended | Twelve Months Ended | ||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| June 30, | December 31, | ||||||||||||||
| 2024 | 2023 | 2022 | 2023 | 2022 | |||||||||||
| (in thousands) | |||||||||||||||
| Net income | $ | 274 | $ | 15,193 | $ | 16,888 | $ | 31,011 | $ | 32,892 | |||||
| Excluding impacts of: | |||||||||||||||
| Total interest and other expense | (2,806 | ) | (2,949 | ) | (3,260 | ) | (5,862 | ) | (5,884 | ) | |||||
| Income tax benefit (expense) | (125 | ) | (273 | ) | (156 | ) | 485 | (307 | ) | ||||||
| Depreciation and amortization | (1,409 | ) | (1,395 | ) | (1,400 | ) | (2,798 | ) | (2,798 | ) | |||||
| Adjusted EBITDA | 4,614 | 19,810 | 21,704 | 39,186 | 41,881 |
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 over 1.25 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 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.