Form 8-K - Current report

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):

May 16, 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)

(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 May 15, 2024 Blue Dolphin Energy Company, a Delaware corporation (“Blue Dolphin”), issued a press release reporting its financial results for the three months ended March 31, 2024 and its financial condition as of March 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 May 15, 2024.
104	Cover Page Interactive Data File (the Cover Page Interactive Data File is embedded within the Inline XBRL document).

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: May 16, 2024

Blue Dolphin Energy Company

/s/ JONATHAN P. CARROLL
Jonathan P. Carroll Chief Executive Officer, President, Treasurer and Secretary (Principal Executive Officer, Principal Financial Officer, and Principal Accounting Officer)

Exhibit Index

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

Exhibit 99.1

PRESS RELEASE

FOR IMMEDIATE RELEASE

BLUE DOLPHIN REPORTS FIRST QUARTER 2024 FINANCIAL RESULTS

● Total gross profit of $11.8 million.

● Total adjusted EBITDA of $10.5 million.

● Net income of $6.6 million, or $0.44 per share.

Houston, May 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 months ended March 31, 2024. Blue Dolphin reported total gross profit of $11.8 million, adjusted earnings before interest and other expense, taxes, depreciation, and amortization (adjusted EBITDA) of $10.5 million, and net income of $6.6 million, or $0.44 per share, for the first quarter of 2024. The accompanying release tables show a reconciliation of adjusted EBITDA to net income.

“After a historic earnings year during 2023, Blue Dolphin continued to deliver strong financial results for the first quarter of 2024,” said Jonathan P. Carroll, Chief Executive Officer of Blue Dolphin Energy Company. “Blue Dolphin got off to a strong start this quarter, and we believe our current maintenance activities will position us to optimize operations and our product slate going forward. However, our earnings will continue to depend primarily on refining margins.”

Results of Operations

	Three Months Ended									Twelve Months Ended
	March 31,									December 31,
	2024			2023			2022			2023			2022
	(in thousands)

Total revenue from operations	$	91,022		$	116,661		$	110,683		$	396,048		$	487,504
Total cost of goods sold		(79,192	)		(96,157	)		(104,077	)		(351,370	)		(441,433	)

Gross profit		11,830			20,504			6,606			44,678			46,071

Total cost of operations		(1,999	)		(2,175	)		(1,495	)		(8,290	)		(6,988	)

Income from operations		9,831			18,329			5,111			36,388			39,083

Total interest and other expense		(1,366	)		(1,330	)		(1,592	)		(5,862	)		(5,884	)

Income before income taxes		8,465			16,999			3,519			30,526			33,199
Income tax benefit (expense)		(1,841	)		(246	)		(41	)		485			(307	)
Net income	$	6,624		$	16,753		$	3,478		$	31,011		$	32,892

Income per common share
Basic	$	0.44		$	1.12		$	0.27		$	2.08		$	2.34
Diluted	$	0.44		$	1.12		$	0.27		$	2.08		$	2.34

Reconciliation of Adjusted EBITDA

	Three Months Ended									Twelve Months Ended
	March 31,									December 31,
	2024			2023			2022			2023			2022
	(in thousands)

Net income	$	6,624		$	16,753		$	3,478		$	31,011		$	32,892

Excluding impacts of:

Total interest and other expense		(1,366	)		(1,330	)		(1,592	)		(5,862	)		(5,884	)

Income tax benefit (expense)		(1,841	)		(246	)		(41	)		485			(307	)

Depreciation and amortization		(704	)		(698	)		(701	)		(2,798	)		(2,798	)

Adjusted EBITDA	$	10,535		$	19,027		$	5,812		$	39,186		$	41,881

Financial Position, Liquidity, and Working Capital

As of March 31, 2024, Blue Dolphin had $11.1 million of cash and cash equivalents compared to $18.7 million at December 31, 2023. Blue Dolphin had working capital of $0.3 million at March 31, 2024 and a working capital deficit of $6.1 million at December 31, 2023, representing a $6.4 million improvement. Excluding the current portion of long-term debt, Blue Dolphin had $40.9 million and $33.3 million in working capital at March 31, 2024 and December 31, 2023, respectively, representing a $7.6 million increase.

For more information regarding Blue Dolphin’s financial results for the three-month period ended March 31, 2024, see Blue Dolphin’s Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission on May 15, 2024.

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.

# # #

Document And Entity Information	May 16, 2024
Document Information [Line Items]
Entity, Registrant Name	Blue Dolphin Energy Company
Document, Type	8-K
Document, Period End Date	May 16, 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