8-K

EUNITED 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 3, 2023

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:

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 April 3, 2023, Blue Dolphin Energy Company, a Delaware corporation (“Blue Dolphin”), issued a press release reporting its financial results for the twelve months ended December 31, 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 April 3, 2023.

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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: April 3, 2023

Blue Dolphin Energy Company

/s/ JONATHAN P. CARROLL

Jonathan P. Carroll

Chief Executive Officer, President,

Assistant Treasurer and Secretary

(Principal Executive Officer, Principal Financial Officer, and Principal Accounting Officer)

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Exhibit Index

99.1 Blue Dolphin Energy Company Press Release Issued April 3, 2023. 99.

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EX-99.1

  EXHIBIT 99.1

PRESS RELEASE

FOR IMMEDIATE RELEASE                                                                                                                

April 3, 2023

BLUE DOLPHIN REPORTS RECORD FINANCIAL RESULTS;
FOURTH CONSECUTIVE QUARTER OF STRONG OPERATIONAL PERFORMANCE

· Reported gross profit of $46.1 million for full year 2022, an increase of $45.2 million, or 4940%, compared to full year 2021.

· Reported net income of $32.9 million, or $2.34 per share, an increase of $45.7 million, or $3.35 per share, compared to the prior year.

· Reported refining operations segment contribution margin of $41.2 million, an increase of $44.6 million or 1298%, compared to the prior year.

Houston, April 3, 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 twelve months ended December 31, 2022. For the twelve months ended December 31, 2022 (“Full Year 2022”), Blue Dolphin had gross profit of $46.1 million compared to gross profit of $0.9 million for the twelve months ended December 31, 2021 (“Full Year 2021”).  Net income increased to $32.9 million, or $2.34 per share, for Full Year 2022 from a net loss of $12.8 million, or a loss of $1.01 per share, for Full Year 2021. Refining operations segment contribution margin, a non-GAAP financial measure, totaled $41.2 million for Full Year 2022 compared to a segment contribution deficit of $3.4 million for Full Year 2021. (See below for a reconciliation of non-GAAP financial measures to GAAP financial measures.)

“Blue Dolphin achieved a record-setting 2022 with a number of significant accomplishments, including reaching the highest annual net income and refining segment contribution margin in Blue Dolphin’s history,” said Jonathan P. Carroll, Chief Executive Officer of Blue Dolphin Energy Company. “Assuming refining margins continue to be favorable, we believe that we are in a very good place as a company. We remain focused on safely executing operational excellence initiatives, addressing capital structure (debt) issues, and exploring renewable fuels opportunities.”

Full-Year 2022 and 2021 Results of Operations

	Twelve Months Ended
	December 31,
	2022			2021
	(in thousands)
Total revenue from operations	$	487,504		$	300,820
Total cost of goods sold		(441,433	)		(299,906	)
Gross profit		46,071			914
Total cost of operations		(6,988	)		(7,613	)
Income (loss) from operations		39,083			(6,699	)
Total other expense		(5,884	)		(6,142	)
Income (loss) before income taxes		33,199			(12,841	)
Income tax expense		(307	)	$	-
Net income (loss)	$	32,892		$	(12,841	)
Income (loss) per common share
Basic	$	2.34		$	(1.01	)
Diluted	$	2.34		$	(1.01	)

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Reconciliation of Segment Contribution Margin (Deficit)

	Twelve Months Ended December 31,
	2022			2021			2022			2021			2022			2021			2022			2021
	Refinery Operations						Tolling and Terminaling						Corporate and Other						Total
	(in thousands)
Segment contribution margin (deficit)	$	41,186		$	(3,436	)	$	4,884		$	4,349		$	(221	)	$	(197	)	$	45,849		$	716
General and administrative expenses(1)		(1,682	)		(1,549	)		(427	)		(343	)		(1,860	)		(2,742	)		(3,969	)		(4,634	)
Depreciation and amortization		(1,224	)		(1,214	)		(1,368	)		(1,362	)		(206	)		(204	)		(2,798	)		(2,780	)
Interest and other non-operating expenses, net		(2,753	)		(2,779	)		(1,433	)		(1,649	)		(1,697	)		(1,715	)		(5,883	)		(6,143	)
Income (loss) before income taxes		35,527			(8,978	)		1,656			995			(3,984	)		(4,858	)		33,199			(12,841	)
Income tax expense		-			-			-			-			(224	)		-			(307	)		-
Net income (loss)	$	35,527		$	(8,978	)	$	1,656		$	995		$	(4,208	)	$	(4,858	)	$	32,892		$	(12,841	)

(1) General and administrative expenses within refinery operations include the LEH operating fee, related party 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 athttp://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 2022 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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Cover	Apr. 03, 2023
Cover [Abstract]
Entity Registrant Name	Blue Dolphin Energy Company
Entity Central Index Key	0000793306
Document Type	8-K
Amendment Flag	false
Entity Emerging Growth Company	false
Document Period End Date	Apr. 03, 2023
Entity File Number	0-15905
Entity Incorporation State Country Code	DE
Entity Tax Identification Number	73-1268729
Entity Address Address Line 1	801 Travis Street
Entity Address Address Line 2	Suite 2100
Entity Address City Or Town	Houston
Entity Address State Or Province	TX
Entity Address Postal Zip Code	77002
City Area Code	713
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Local Phone Number	568-4725
Security 12b Title	Common Stock, par value $0.01 per share
Trading Symbol	BDCO