UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2021
or
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ___________ to ____________
Commission File No. 0-15905
BLUE DOLPHIN ENERGY COMPANY
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or organization)
73-1268729
(I.R.S. Employer Identification No.)
801 Travis Street, Suite 2100, Houston, Texas
(Address of principal executive offices)
77002
(Zip Code)
713-568-4725
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, par value $0.01 per share
(Title of class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12
months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of
this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See
the definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Act.
Large accelerated filer
Non-accelerated Filer
☐
☐
Accelerated filer
Smaller reporting company
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. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting
under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒
The aggregate market value of shares of common stock held by non-affiliates of the registrant was $840,026 as of June 30, 2021 (the last trading day of the registrant’s most
recently completed second fiscal quarter) based on the number of shares of common stock held by non-affiliates and the last reported sale price of the registrant’s common stock on
June 30, 2021.
Number of shares of common stock, par value $0.01 per share, outstanding at April 1, 2022: 12,693,514
Table of Contents
PART I
ITEM 1.
ITEM 1A.
ITEM 1B.
ITEM 2.
ITEM 3.
ITEM 4.
PART II
BUSINESS
RISK FACTORS
UNRESOLVED STAFF COMMENTS
PROPERTIES
LEGAL PROCEEDINGS
MINE SAFETY DISCLOSURES
7
7
15
30
30
30
31
32
ITEM 5.
ITEM 6.
ITEM 7.
ITEM 7A.
ITEM 8.
ITEM 9.
ITEM 9A.
ITEM 9B.
PART III
ITEM 10.
ITEM 11.
ITEM 12.
ITEM 13.
ITEM 14.
PART IV
ITEM 15.
ITEM 16.
SIGNATURES
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY
SECURITIES
SELECTED FINANCIAL DATA
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheets
Consolidated Statements of Operations
Consolidated Statements of Stockholders’ Deficit
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
CONTROLS AND PROCEDURES
OTHER INFORMATION
DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE
EXECUTIVE COMPENSATION
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
PRINCIPAL ACCOUNTING FEES AND SERVICES
EXHIBITS, FINANCIAL STATEMENT SCHEDULES
FORM 10-K SUMMARY
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Blue Dolphin Energy Company
December 31, 2021 │Page 2
Table of Contents
Glossary of Terms
Glossary of Terms
Throughout this Annual Report on Form 10-K, we have used the following terms:
Affiliate. Refers, either individually or collectively, to certain related parties including
Jonathan Carroll, Chairman and Chief Executive Officer of Blue Dolphin, and his
affiliates (including Ingleside and Lazarus Capital) and/or LEH and its affiliates
(including LMT and LTRI). Together, Jonathan Carroll and LEH owned
approximately 82% of the Common Stock as of the filing date of this report.
AMT. Alternative Minimum Tax.
Amended Pilot Line of Credit. Line of Credit Agreement dated May 3, 2019,
between Pilot and NPS and subsequently amended on May 9, 2019, May 10, 2019,
and September 3, 2019, the last amendment being Amendment No. 1; original line of
credit amount was $13.0 million; NPS repaid all obligations owed to Pilot on October
4, 2021.
Amended and Restated Operating Agreement. Affiliate agreement dated April 1,
2020 between Blue Dolphin, LE, LRM, NPS, BDPL, BDPC, BDSC and LEH
governing LEH’s operation and management of those companies’ assets.
ARO. Asset retirement obligations.
ASU. Accounting Standards Update.
AGO. Atmospheric gas oil, which is the heaviest product boiled by a crude distillation
tower operating at atmospheric pressure. This fraction ordinarily sells as distillate fuel
oil, either in pure form or blended with cracked stocks. Certain ethylene plants, called
heavy oil crackers, can take AGO as feedstock.
bbl. Barrel; a unit of volume equal to 42 U.S. gallons.
BDPC. Blue Dolphin Petroleum Company, a wholly owned subsidiary of Blue
Dolphin.
BDPL. Blue Dolphin Pipe Line Company, a wholly owned subsidiary of Blue
Dolphin.
BDSC. Blue Dolphin Services Co., a wholly owned subsidiary of Blue Dolphin.
Blue Dolphin. Blue Dolphin Energy Company, one or more of its consolidated
subsidiaries, or all of them taken as a whole.
bpd. Barrel per day; a measure of the bbls of daily output produced in a refinery or
transported through a pipeline.
BDEC Term Loan Due 2051 (as modified). An EIDL dated May 4, 2021 between
Blue Dolphin and the SBA in the original principal amount of $0.5 million; the note
was modified on February 18, 2022 to increase the principal amount from $0.5 million
to $2.0 million. See “Part II, Item 8. Financial Statements and Supplementary Data –
Note (17)” for more information regarding the loan modification.
COVID-19. An infectious disease first identified in 2019 in Wuhan, the capital of
China’s Hubei province; the disease has since spread globally, resulting in the ongoing
2019–2022 coronavirus pandemic.
CWA. Clean Water Act.
Common Stock. Blue Dolphin common stock, par value $0.01 per share. Blue
Dolphin has 20,000,000 shares of Common Stock authorized and 12,693,514 shares of
Common Stock issued and outstanding.
Complexity. A numerical score that denotes, for a given refinery, the extent,
capability, and capital intensity of the refining processes downstream of the crude
distillation tower. Refinery complexities range from the relatively simple crude
distillation tower (“topping unit”), which has a complexity of 1.0, to the more
complex deep conversion (“coking”) refineries, which have a complexity of 12.0.
Condensate. Liquid hydrocarbons that are produced in conjunction with natural gas.
Although condensate is sometimes like crude oil, it is usually lighter.
Cost of goods sold. Reflects the cost of crude oil and condensate, fuel use, and
chemicals.
Crude distillation tower. A tall column-like vessel in which crude oil and condensate
is heated and its vaporized components are distilled by means of distillation trays.
This process refines crude oil and other inputs into intermediate and finished
petroleum products. (Commonly referred to as a crude distillation unit or an
atmospheric distillation unit.)
Crude oil. A mixture of thousands of chemicals and compounds, primarily
hydrocarbons. Crude oil quality is measured in terms of density (light to heavy) and
sulfur content (sweet to sour). Crude oil must be broken down into its various
components by distillation before these chemicals and compounds can be used as fuels
or converted to more valuable products.
Crude Sale Agreement. Crude Sale Agreement between Pilot and LE dated May 7,
2019, as amended on November 11, 2019, which agreement was assigned by Pilot to
Tartan pursuant to an Assignment of Contract dated March 20, 2020.
Depropanizer unit. A distillation column that is used to isolate propane from a
mixture containing butane and other heavy components.
Distillates. The result of crude distillation and therefore any refined oil product.
Distillate is more commonly used as an abbreviated form of middle distillate. There
are mainly four (4) types of distillates: (i) very light oils or light distillates (such as
naphtha), (ii) light oils or middle distillates (such as our jet fuel), (iii) medium oils,
and (iv) heavy oils (such as our low-sulfur diesel and HOBM, reduced crude, and
AGO).
Board. Board of Directors of Blue Dolphin.
BOEM. Bureau of Ocean Energy Management.
BSEE. Bureau of Safety and Environmental Enforcement.
Capacity utilization rate. A percentage measure that indicates the amount of
available capacity that is being used in a refinery or transported through a pipeline.
With respect to the crude distillation tower, the rate is calculated by dividing total
refinery throughput or total refinery production on a bpd basis by the total capacity of
the crude distillation tower (currently 15,000 bpd).
Distillation. The first step in the refining process whereby crude oil and condensate is
heated at atmospheric pressure in the base of a distillation tower. As the temperature
increases, the various compounds vaporize in succession at their various boiling points
and then rise to prescribed levels within the tower per their densities, from lightest to
heaviest. They then condense in distillation trays and are drawn off individually for
further refining. Distillation is also used at other points in the refining process to
remove impurities.
Downtime. Scheduled and/or unscheduled periods in which the crude distillation
tower is not operating. Downtime may occur for a variety of reasons, including bad
weather, power failures, and preventive maintenance.
CAA. Clean Air Act.
EIA. Energy Information Administration.
CARES Act. Coronavirus Aid, Relief and Economic Security Act, which was passed
by Congress in March 2020, to provide economic assistance related to the onset of the
COVID-19 pandemic.
EIDL. Economic Injury Disaster Loan; provides economic relief to businesses that
experienced a temporary loss of revenue due to COVID-19.
CDC. Centers for Disease Control and Prevention.
CERLA. Comprehensive Environmental Response, Compensation, and Liability Act
of 1980.
CIP. Construction in progress.
EPA. Environmental Protection Agency.
Eagle Ford Shale. A hydrocarbon-producing geological formation extending across
South Texas from the Mexican border into East Texas.
Equipment Loan Due 2025. Installment sales contract dated October 13, 2020
between LE and Texas First Rentals, LLC. to purchase a backhoe. LE previously
rented the backhoe under a rent-to-own agreement that matured.
Exchange Act. Securities Exchange Act of 1934, as amended.
Blue Dolphin Energy Company
December 31, 2021 │Page 3
Table of Contents
Glossary of Terms
FASB. Financial Accounting Standards Board.
Leasehold interest. The interest of a lessee under an oil and gas lease.
FDIC. Federal Deposit Insurance Corporation.
Feedstocks. Crude oil and other hydrocarbons, such as condensate and/or intermediate
products, that are used as basic input materials in a refining process. Feedstocks are
transformed into one or more finished products.
Finished petroleum products. Materials or products which have received the final
increments of value through processing operations, and which are being held in
inventory for delivery, sale, or use.
Freeport facility. Encompasses processing units for: (i) crude oil and natural gas
separation and dehydration, (ii) natural gas processing, treating, and redelivery, and
(iii) vapor recovery; also includes two onshore pipelines and 162 acres of land in
Freeport, Texas.
GEL. GEL Tex Marketing, LLC, a Delaware limited liability company and an affiliate
of Genesis Energy, LLC.
Light crude. A liquid petroleum that has a low density and flows freely at room
temperature. It has a low viscosity, low specific gravity, and a high American
Petroleum Institute gravity due to the presence of a high proportion of light
hydrocarbon fractions.
LMT. Lazarus Marine Terminal I, LLC, an affiliate of LEH.
LRM. Lazarus Refining & Marketing, LLC, a wholly owned subsidiary of Blue
Dolphin.
LRM Term Loan Due 2034. Loan Agreement dated December 4, 2015, between
LRM and Veritex in the original principal amount of $10.0 million; currently in
default.
LTRI. Lazarus Texas Refinery I, an affiliate of LEH.
NAAQS. National Ambient Air Quality Standards.
GNCU. Greater Nevada Credit Union.
Greenhouse gases. Molecules in the Earth’s atmosphere such as carbon dioxide,
methane, and chlorofluorocarbons which warm the atmosphere.
Gross profit (deficit). Calculated as total revenue less cost of goods sold; reflected as
a dollar ($) amount.
HOBM. Heavy oil-based mud blendstock; see also “distillates.”
Naphtha. A refined or partly refined light distillate fraction of crude oil. Blended
further or mixed with other materials it can make high-grade motor gasoline or jet
fuel. It is also a generic term applied to the lightest and most volatile petroleum
fractions.
Natural gas. A naturally occurring hydrocarbon gas mixture consisting primarily of
methane, but commonly including varying amounts of other higher alkanes, and
sometimes a small percentage of carbon dioxide, nitrogen, hydrogen sulfide, or
helium.
HUBZone. Historically Underutilized Business Zones program established by the
SBA to help small businesses in both urban and rural communities.
Nixon facility. Encompasses the Nixon refinery, petroleum storage tanks, loading and
unloading facilities, and 56 acres of land in Nixon, Texas.
IBLA. Interior Board of Land Appeals.
INC. Incident of Noncompliance issued by BOEM and/or BSEE.
Ingleside. Ingleside Crude, LLC, an affiliate of Jonathan Carroll.
Intermediate petroleum products. A petroleum product that might require further
processing before it is saleable to the ultimate consumer. This further processing might
be done by the producer or by another processor. Thus, an intermediate petroleum
product might be a final product for one company and an input for another company
that will process it further.
IRC Section 382. Title 26, Internal Revenue Code, Subtitle A – Income Taxes,
Subchapter C – Corporate Distributions and Adjustments, Part V Carryovers, § 382.
Limits NOL carryforwards and certain built-in losses following ownership change.
IRS. Internal Revenue Service.
Nixon refinery. The 15,000-bpd crude distillation tower and associated processing
units in Nixon, Texas.
NPS. Nixon Product Storage, LLC, a wholly owned subsidiary of Blue Dolphin.
NPS Term Loan Due 2031. Loan Agreement dated September 20, 2021, between
NPS, GNCU, and guarantors in the original principal amount of $10.0 million.
NPS Term Loan Due 2050. An EIDL dated August 29, 2020 between NPS and the
SBA in the original principal amount of $0.15 million.
NOL. Net operating losses.
NSR/PSD. New Source Review/Prevention of Significant Deterioration.
OPA 90. Oil Pollution Act of 1990.
Jet fuel. A high-quality kerosene product primarily used in aviation. Kerosene-type jet
fuel (including Jet A and Jet A-1) has a carbon number distribution between 8 and 16
carbon atoms per molecule; wide-cut or naphtha-type jet fuel (including Jet B) has
between 5 and 15 carbon atoms per molecule.
Kissick Debt. Previously referred to as the ‘Notre Dame Debt;’ a loan agreement
originally entered into between LE and Notre Dame Investors, Inc. in the principal
amount of $8.0 million. The debt is currently held by John Kissick. Pursuant to a 2017
sixth amendment, the Kissick Debt was amended to increase the principal amount by
$3.7 million; the additional principal was used to reduce LE’s obligation to GEL. The
Kissick Debt is currently in default.
Lazarus Capital. Lazarus Capital, LLC, an affiliate of Jonathan Carroll.
LE. Lazarus Energy, LLC, a wholly owned subsidiary of Blue Dolphin.
LE Term Loan Due 2034. Loan Agreement dated June 22, 2015, between LE and
Veritex in the original principal amount of $25.0 million; currently in default.
LE Term Loan Due 2050. An EIDL dated August 29, 2020 between NPS and the
SBA in the original principal amount of $0.15 million.
LEH. Lazarus Energy Holdings, LLC, an affiliate of Jonathan Carroll and controlling
shareholder of Blue Dolphin.
LEH Operating Fee. A management fee paid to LEH under the Amended and
Restated Operating Agreement; calculated as 5% of all consolidated operating costs,
excluding crude costs, depreciation, amortization, and interest, of Blue Dolphin, LE,
LRM, NPS, BDPL, BDPC and BDSC; previously reflected within refinery operating
expenses in our consolidated statements of operations.
Operating days. Represents the number of days in a period in which the crude
distillation tower operated. Operating days is calculated by subtracting downtime in a
period from calendar days in the same period.
OPEC. Organization of Petroleum Exporting Countries.
OSHA. Occupational Safety and Health Administration.
OSRO. Oil Spill Response Organization.
Other conversion costs. Represents the combination of direct labor costs and
manufacturing overhead costs. These are the costs that are necessary to convert our
raw materials into refined products.
Other operating expenses. Represents costs associated with our natural gas
processing, treating, and redelivery facility, as well as our pipeline assets and
leasehold interests in oil and gas properties.
PCAOB. Public Company Accounting Oversight Board.
Petroleum. A naturally occurring flammable liquid consisting of a complex mixture
of hydrocarbons of various molecular weights and other liquid organic compounds.
The name petroleum covers both the naturally occurring unprocessed crude oils and
petroleum products that are made up of refined crude oil.
PHMSA. Pipeline and Hazardous Materials Safety Administration of the U.S.
Department of Transportation.
Pilot. Pilot Travel Centers LLC, a Delaware limited liability company.
Blue Dolphin Energy Company
December 31, 2021 │Page 4
Table of Contents
Glossary of Terms
Preferred Stock. Blue Dolphin preferred stock, par value $0.10 per share. Blue
Dolphin has 2,500,000 shares of Preferred Stock authorized and no shares of Preferred
Stock issued and outstanding.
U.S. GAAP. Accounting principles generally accepted in the United States of
America.
Veritex. Veritex Community Bank, successor in interest to Sovereign Bank by merger.
Product slate. Represents type and quality of products produced.
Propane. A by-product of natural gas processing and petroleum refining. Propane is
one of a group of liquified petroleum gases. Others include butane, propylene,
butadiene, butylene, isobutylene, and mixtures thereof.
WSJ prime rate. A measure of the U.S. prime rate as defined by the Wall Street
Journal.
WHO. World Health Organization.
Refined products. Hydrocarbon compounds, such as jet fuel and residual fuel, that
are produced by a refinery.
XBRL. eXtensible Business Reporting Language.
Yield. The percentage of refined products that is produced from crude oil and other
feedstocks.
Refinery. Within the oil and gas industry, a refinery is an industrial processing plant
where crude oil, condensate, and intermediate feeds are separated and transformed into
petroleum products.
Refining gross profit (deficit) per bbl. Calculated as refinery operations revenue less
total cost of goods sold divided by the volume, in bbls, of refined products sold during
the period; reflected as a dollar ($) amount per bbl.
RCRA. Federal Resource Conservation and Recovery Act.
RFS2. Second Renewable Fuels Standard.
ROU. Right-of-use.
SBA. Small Business Administration.
SEC. Securities and Exchange Commission.
Securities Act. The Securities Act of 1933, as amended.
Segment margin (deficit). 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.
Sour crude. Crude oil containing sulfur content of more than 0.5%.
Stabilizer unit. A distillation column intended to remove the lighter boiling
compounds, such as butane or propane, from a product.
Sweet crude. Crude oil containing sulfur content of less than 0.5%.
Sulfur. Present at various levels of concentration in many hydrocarbon deposits, such
as petroleum, coal, or natural gas. Also, produced as a by-product of removing sulfur-
containing contaminants from natural gas and petroleum. Some of the most commonly
used hydrocarbon deposits are categorized per their sulfur content, with lower sulfur
fuels usually selling at a higher, or premium, price and higher sulfur fuels selling at a
lower, or discounted, price.
Tartan. Tartan Oil LLC, an affiliate of Pilot.
Texas First. Texas First Rentals, LLC.
TCEQ. Texas Commission on Environmental Quality.
Throughput. The volume processed through a unit or a refinery or transported
through a pipeline.
TMT. Texas margins tax; a form of business tax imposed on an entity’s gross profit
rather than on its net income.
Topping unit. A type of petroleum refinery that engages in only the first step of the
refining process -- crude distillation. A topping unit uses atmospheric distillation to
separate crude oil and condensate into constituent petroleum products. A topping unit
has a refinery complexity range of 1.0 to 2.0.
Total refinery production. Refers to the volume processed as output through the
crude distillation tower. Refinery production includes finished petroleum products,
such as jet fuel, and intermediate petroleum products, such as naphtha, HOBM and
AGO.
Turnaround. Scheduled large-scale maintenance activity wherein an entire process
unit is taken offline for a week or more for comprehensive revamp and renewal.
USACOE. U.S. Army Corps of Engineers.
USDA. U.S. Department of Agriculture.
Blue Dolphin Energy Company
December 31, 2021 │Page 5
Table of Contents
Important Information Regarding Forward Looking
Statements
Important Information Regarding Forward-Looking Statements
This report (including information incorporated by reference) contains “forward-looking statements” within the meaning of Section 27A of the Securities Act, and Section 21E of
the Exchange Act, including, but not limited to, those under “Part I, Item 1. Business” and “Part I, Item 1A. Risk Factors,” as well as “Part II, Item 7. Management’s Discussion and
Analysis of Financial Condition and Results of Operations.” All statements other than statements of historical fact, including without limitation statements regarding expectations
regarding revenue, cash flows, capital expenditures, and other financial items, our business strategy, goals, and expectations concerning our market position, future operations, and
profitability, are forward-looking statements. Forward-looking statements may be identified by use of the words “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,”
“may,” “plan,” “predict,” “project,” “will,” “would” and similar terms and phrases. Although we believe our assumptions concerning future events are reasonable, several risks,
uncertainties, and other factors could cause actual results and trends to differ materially from those projected, including but not limited to:
Business and Industry
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Uncertainty regarding the impact of current and future sanctions imposed by
governments and other authorities, including the United States, the European
Union, and the United Kingdom in response to the conflict between Russia and
Ukraine.
Risks related to the ongoing COVID-19 pandemic, which continue to have a
material adverse effect on our business, financial condition, liquidity, results of
operations and prospects.
Our going concern status.
Inadequate liquidity to sustain operations due to defaults under our secured loan
agreements, margin volatility, historical net losses and working capital deficits.
Substantial debt in current liabilities, all of which is currently in default.
Ability to regain compliance with the terms of our outstanding indebtedness.
Increased costs of capital or a reduction in the availability of credit.
Restrictive covenants in our debt instruments that limit our ability to undertake
certain types of transactions.
Affiliate Common Stock ownership and transactions that could cause conflicts
of interest.
Operational hazards inherent in transporting, processing, and storing crude oil
and condensate and refined products.
Geographical concentration of our assets and customers in West Texas.
Competition from companies with more significant financial and other
resources.
Environmental laws and regulations that may require us to make substantial
capital improvements to remain compliant or remediate current or future
contamination that could lead to material liabilities.
Strict laws and regulations regarding personnel and process safety.
Market changes in insurance that impact premium costs and available coverages.
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Crude oil, other feedstocks, and fuel and utility services price volatility.
Availability and cost of crude oil and other feedstocks to operate the Nixon
facility.
Equipment failure and maintenance, which lead to operational downtime.
Failure to effectively execute new business strategies, such as renewable fuels.
Adverse changes in operational cash flow and working capital, shortfalls for
which Affiliates may not fund.
Critical personnel loss, labor actions, and workplace safety issues.
Market share loss, an unfavorable financial condition shift, or the bankruptcy or
insolvency of a significant customer.
Increases in the cost or availability of third-party vessels, pipelines, trucks, and
other means of delivering and transporting our crude oil and condensate,
feedstocks, and refined products.
Sourcing of a substantial amount, if not all, of our crude oil and condensate from
the Eagle Ford Shale.
Geographical concentration of our refining operations and customers within the
Eagle Ford Shale.
Severe weather or other climate-related events that affect our facilities or those
of our vendors, suppliers, or customers.
Regulatory changes and other measures for the reduction of greenhouse gas
emissions, including carbon dioxide.
Our ability to effect and integrate potential acquisitions.
Pipeline and Facilities and Oil and Gas Assets
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Assessment of civil penalties by BOEM for our failure to satisfy orders to
provide additional financial assurance (supplemental pipeline bonds) within the
time prescribed.
Assessment of civil penalties by BSEE for our failure to decommission pipeline
and platform assets within the time prescribed.
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NOL carryforwards to offset future taxable income for U.S. federal income tax
purposes that are subject to limitation.
Industry technological developments that outpace our ability to keep up.
Actual or potential terrorist threats, activist incidents, cyber-security breaches, or
acts of war that could affect our business.
Actual or potential security threats.
Public health threats, pandemics, and epidemics, such as the ongoing outbreak
of COVID-19, and the adverse impacts thereof on our business, financial
condition, results of operations, and liquidity.
Potential impairment in the carrying value of long-lived assets, which could
negatively affect our operating results.
Downstream and Midstream Operations
Common Stock
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Fluctuations in our stock price that may result in a substantial investment loss.
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Declines in our stock price due to share sales.
Dilution of the equity of current stockholders and the potential decline of our
stock price due to the issuance of new Common Stock or Preferred Stock from
the large pool of authorized shares that we have available to issue.
The potential sale of shares in accordance with Rule 144, which may adversely
affect the market.
The lack of dividend payments.
Failure to maintain adequate internal controls under Section 404(a) of the
Sarbanes-Oxley Act.
·
Commodity price and refined product demand volatility, which adversely affect
our refining margins.
See also the risk factors described in greater detail under “Part I, Item 1A. Risk Factors” of this report.
All forward-looking statements included in this report are based on information available to us on the date of this report. We undertake no obligation to revise or update any
forward-looking statements as a result of new information, future events, or otherwise.
Blue Dolphin Energy Company
December 31, 2021 │Page 6
Table of Contents
Business
Unless the context otherwise requires, references in this report to “Blue Dolphin,” “we,” “us,” “our,” or “ours” refer to Blue Dolphin Energy Company, one or more of its
consolidated subsidiaries, or all of them taken as a whole.
Part I should be read in conjunction with “Part II, Item 7. Management’s Discussion and Analysis and Results of Operations” and “Part II, Item 8. Financial Statements and
Supplementary Data”.
ITEM 1. BUSINESS
PART I
The following section of this Annual Report on Form 10-K generally refers to business developments during the twelve months ended December 31, 2021. Discussion of, or
references to, prior period business developments that are not included in this Form 10-K can be found in “Part I, Item 1. Business” of our Annual Report on Form 10-K for the
year ended December 31, 2020.
Overview
Blue Dolphin was formed in 1986 as a Delaware corporation. The company is an independent downstream energy company operating in the Gulf Coast region of the United States.
Operations primarily consist of a light sweet-crude, 15,000-bpd crude distillation tower, and approximately 1.2 million bbls of petroleum storage tank capacity in Nixon, Texas.
Blue Dolphin trades on the OTCQX under the ticker symbol “BDCO.”
Assets are organized in two business segments: ‘refinery operations’ (owned by LE) and ‘tolling and terminaling services’ (owned by LRM and NPS). ‘Corporate and other’
includes subsidiaries BDPL (inactive pipeline and facilities assets), BDPC (inactive leasehold interests in oil and gas wells), and BDSC (administrative services). For more
information related to our business segments, see “Part I. Item 1. Business—Refinery Operations,—Tolling and Terminaling Operations, and —Inactive Operations” and “Part I.
Item 2. Properties” in this report.
Affiliates
Affiliates controlled approximately 82% of the voting power of our Common Stock as of the filing date of this report. An Affiliate operates and manages all Blue Dolphin properties
and funds working capital requirements during periods of working capital deficits. In addition, an Affiliate is a significant customer of our refined products. Blue Dolphin and
certain of its subsidiaries are currently parties to a variety of agreements with Affiliates. See “Part I, Item 1A. Risk Factors” and “Part II, Item 8. Financial Statements and
Supplementary Data – Note (3)” for additional disclosures related to Affiliate agreements, arrangements, and risks associated with working capital deficits.
Going Concern
Management determined that certain factors raise substantial doubt about our ability to continue as a going concern. These factors include defaults under secured loan agreements,
substantial current debt, margin volatility, historical net losses and working capital deficits. Our consolidated financial statements assume we will continue as a going concern and
do not include any adjustments that might result from this uncertainty. Our ability to continue as a going concern depends on sustained positive operating margins and adequate
working capital for, amongst other requirements, purchasing crude oil and condensate and making payments on long-term debt. If we are unable to process crude oil and condensate
into sellable refined products or make required debt payments, we may consider other options. These options could include selling assets, raising additional debt or equity capital,
cutting costs, reducing cash requirements, restructuring debt obligations, or filing bankruptcy.
Defaults Under Secured Loan Agreements
As discussed in more detail elsewhere in this Annual Report, we are currently in default under certain of our secured loan agreements with third parties and related parties.
Third-Party Defaults
·
Veritex Loans – For the twelve-months ended December 31, 2021 and 2020, principal and interest payments to Veritex were $0.6 million and $0.9 million, respectively. As
of the filing date of this report, LE and LRM were in default under the LE Term Loan Due 2034 and LRM Term Loan Due 2034 for failing to make required monthly
principal and interest payments and failing to satisfy financial covenants. In addition, LE was in default under the LE Term Loan Due 2034 for failing to replenish a $1.0
million payment reserve account. Defaults under the LE Term Loan Due 2034 and LRM Term Loan Due 2034 permit Veritex to declare the amounts owed under these loan
agreements immediately due and payable, exercise its rights concerning collateral securing obligors’ obligations under these loan agreements, and exercise any other rights
and remedies available.
·
NPS Term Loan Due 2031 – For the twelve-months ended December 31, 2021, interest only payments to GNCU were $0.01 million. As of the filing date of this report, NPS
was in default under the NPS Term Loan Due 2031 for failing to satisfy financial covenants.
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·
·
Amended Pilot Line of Credit – On October 4, 2021, NPS repaid all obligations owed to Pilot under the Amended Pilot Line of Credit. However, in a letter from NPS to Pilot
dated October 28, 2021, NPS disputed approximately $0.3 million in payments NPS believes Pilot misapplied as part of the Amended Pilot Line of Credit setoff. As of the
filing date of this report, the amount remained in dispute between the parties.
From June 2020 to October 2021, Pilot applied payments owed to NPS under two terminal services agreements against NPS’ payment obligations to Pilot under the
Amended Pilot Line of Credit. For the twelve-month periods ended December 31, 2021 and 2020, the tank lease payment setoff totaled $1.9 million and $1.3 million,
respectively. The amount of interest NPS incurred under the Amended Pilot Line of Credit totaled $0.7 million and $1.4 million, respectively, for the twelve months ended
December 31, 2021 and 2020.
Kissick Debt – Under a 2015 subordination agreement, John Kissick agreed to subordinate his right to payments, as well as any security interest and liens on the Nixon
facility’s business assets, in favor of Veritex as holder of the LE Term Loan Due 2034. To date, LE has made no payments under the subordinated Kissick Debt. Mr. Kissick
has taken no action due to the non-payment. As of the filing date of this report, defaults under the Kissick Debt related to payment of past due obligations at maturity.
We can provide no assurance that: (i) our assets or cash flow will be sufficient to fully repay borrowings under our secured loan agreements, either upon maturity or if accelerated,
(ii) LE, LRM, and NPS will be able to refinance or restructure the debt, and/or (iii) third parties will provide future default waivers. Defaults under our secured loan agreements and
any exercise by third parties of their rights and remedies related to such defaults may have a material adverse effect on the trading prices of our Common Stock and on the value of
an investment in our Common Stock, and holders of our Common Stock could lose their investment in our Common Stock in its entirety. Management maintains ongoing dialogue
with lenders regarding defaults and potential restructuring and refinance opportunities.
Related-Party Defaults
·
Notes and Loan Agreement – As of the filing date of this report, Blue Dolphin was in default concerning past due payment obligations under the March Carroll Note, March
Ingleside Note, and June LEH Note. As of the same date, BDPL was also in default related to past due payment obligations under the BDPL-LEH Loan Agreement.
Affiliates controlled approximately 82% of the voting power of our Common Stock as of the filing date of this report, an Affiliate operates and manages all Blue Dolphin
properties, an Affiliate is a significant customer of our refined products, and we borrow from Affiliates during periods of working capital deficits.
Substantial Current Debt
Excluding accrued interest, we had current debt of $63.0 million and $57.7 million, respectively, as of December 31, 2021 and 2020. Current debt consists of bank debt, investor
debt, and related party debt. Although the line of credit payable to Pilot fell within current debt during 2021, the Pilot debt was repaid in October 2021. Substantial current debt is
primarily the result of secured loan agreements being in default. As a result, these debt obligations were classified within the current portion of long-term debt on our consolidated
balance sheets at December 31, 2021 and 2020.
Margin Volatility
Crude oil refining is primarily a margin-based business. To improve margins, we must maximize yields of higher value finished petroleum products and minimize costs of
feedstocks and operating expenses. When the spread between these commodity prices decreases, our margins are negatively affected. Although an increase or decrease in the
commodity price for crude oil and other feedstocks generally results in a similar increase or decrease in commodity prices for finished petroleum products, typically there is a time
lag between the two. The effect of crude oil commodity price changes on our finished petroleum product commodity prices therefore depends, in part, on how quickly and how fully
the market adjusts to reflect these changes. Unfavorable margins may have a material adverse effect on our earnings, cash flows, and liquidity.
Since the beginning of 2020, the COVID-19 pandemic disrupted economies around the world, including the oil and gas industry in which we operate. The rapid spread of the virus
led to the implementation of various responses, including federal, state, and local government-imposed quarantines, shelter-in-place mandates, sweeping restrictions on travel, and
other public health and safety measures. Actions by members of OPEC and other producer countries in 2020 concerning oil production and pricing significantly impacted supply
and demand in global oil and gas markets, which impacted our operational and financial performance. In particular, we experienced net losses due to unfavorable margins per bbl
and significantly lower sales volume due to significant refinery downtime. Global oil prices and refined product demand recovered somewhat in 2021 compared to 2020 as COVID-
19 cases stabilized, mortality rates decreased, and availability and inoculation rates of vaccines increased. However, recovery of jet fuel demand lagged that of other refined
products as airline travel restrictions and consumer hesitancy to fly during the pandemic continued. Despite the uptick in market conditions during the second half of 2021, overall,
we experienced operating and net losses due to unfavorable margins and lower sales volume, which affected our liquidity. Cash constraints adversely impacted the frequency of
crude oil acquisition, debt payments, and abandonment of pipeline and facilities assets.
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The extent to which the continued COVID-19 pandemic will impact our operations depends on future developments, which are highly uncertain and cannot be predicted with
confidence, including the duration of the pandemic, additional or modified government actions, new information that may emerge concerning variants, actions taken to contain the
spread of COVID-19 and treat its impact, and the availability and acceptance of vaccines to mitigate such spread, among others.
In February 2022, Russia invaded neighboring Ukraine. The conflict has caused turmoil in global markets, resulting in higher oil prices, and injected even more uncertainty into a
worldwide economy recovering from the effects of COVID-19. Given the evolving conflict, there are many unknown factors and events that could materially impact our operations.
The Russian conflict with Ukraine and the COVID-19 pandemic continue to evolve, and the extent to which these events may impact our business, financial condition, liquidity,
results of operations, and prospects will depend highly on future developments, which are very uncertain and cannot be predicted with confidence.
Operating Risks
Successful execution of our business strategy depends on several critical factors, including having adequate working capital to meet contractual, operational, regulatory, and safety
needs and having favorable margins on refined products. The COVID-19 pandemic continues to evolve, and the extent to which the pandemic may impact our business, financial
condition, liquidity, results of operations, and prospects will depend highly on future developments, which are very uncertain and cannot be predicted with confidence.
Management continues to take steps to mitigate risk, avoid business disruptions, manage cash flow, and remain competitive in a volatile commodity price environment. Mitigation
steps include: adjusting throughput and production based on market conditions, optimizing receivables and payables by prioritizing payments, optimizing inventory levels based on
demand, monitoring discretionary spending, and delaying capital expenditures. To safeguard personnel, we adopted remote working where possible and social distancing, mask-
wearing, and other site-specific precautionary measures where on-site operations are required. We also incentivize personnel to receive the COVID-19 vaccine.
We can provide no guarantees that: our business strategy will be successful, Affiliates will continue to fund our working capital needs when we experience working capital deficits,
we will meet regulatory requirements to provide additional financial assurance (supplemental pipeline bonds) and decommission offshore pipelines and platform assets, we can
obtain additional financing on commercially reasonable terms or at all, or margins on our refined products will be favorable. Further, if third parties exercise their rights and
remedies under our secured loan agreements, our business, financial condition, and results of operations will be materially adversely affected.
Downstream Operations
The refinery operations business segment consists of the following assets and operations:
Property
Nixon facility
· Crude distillation tower (15,000 bpd)
· Petroleum storage tanks
· Loading and unloading facilities
· Land (56 acres)
Key Products
Handled
Crude Oil
Refined Products
Operating Subsidiary
Location
LE
Nixon, Texas
Crude Oil and Condensate Supply. Operation of the Nixon refinery depends on our ability to purchase adequate amounts of crude oil and condensate. We have a long-term crude
supply agreement in place with Tartan. The volume-based Crude Supply Agreement expires when we receive 24.8 million net bbls of crude oil. After that, the Crude Supply
Agreement automatically renews for successive one-year terms (each such term, a renewal term). Either party may provide the other with notice of non-renewal at least 60 days
before the expiration of any renewal term. As of December 31, 2021, we received 9.0 million bbls, or 36%, of the contracted total volume under the Crude Supply Agreement.
Pilot and Tartan store jet fuel and crude oil, respectively, at the Nixon facility under two terminal services agreements: (i) a Terminal Services Agreement dated as of May 2019
(covering Tank Nos. 67, 71, 72, 73, 77, and 78) for jet fuel and (ii) a Terminal Services Agreement dated as of June 1, 2019 (covering Tank Nos. 1 and 56) for crude oil. Under both
terminal services agreements, Pilot and Tartan store product at the Nixon facility at a specified rate per bbl of the storage tank’s shell capacity. The terminal services agreements
renew on a one-year evergreen basis. Either party may terminate the terminal services agreements by providing the other party 60 days prior written notice. The terminal services
agreements will automatically terminate upon expiration or termination of the Crude Supply Agreement.
From June 2020 to October 2021, Pilot applied payments owed to NPS under the above referenced terminal services agreements against NPS’ payment obligations to Pilot under
the Amended Pilot Line of Credit. For the twelve-month periods ended December 31, 2021 and 2020, the tank lease payment setoff totaled $1.9 million and $1.3 million,
respectively.
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The amount of interest NPS incurred under the Amended Pilot Line of Credit totaled $0.7 million and $1.4 million, respectively, for the twelve months ended December 31, 2021
and 2020. See “Part II, Item 8. Financial Statements and Supplementary Data – Note (11)” and “Note (17)” to our consolidated financial statements for more information related to
the Amended Pilot Line of Credit.
Our financial health has been materially and adversely affected by defaults in our secured loan agreements, substantial current debt, margin volatility, historical net losses and
working capital deficits. If Pilot or Tartan terminate the Crude Supply Agreement or terminal services agreements, our ability to acquire crude oil and condensate could be adversely
affected. If producers experience crude supply constraints and increased transportation costs, our crude acquisition costs may rise, or we may not receive sufficient amounts to meet
our needs. During the twelve-month periods ended December 31, 2021 and 2020, the refinery experienced 23 days and 42 days of downtime, respectively. During the same time
periods, 13 days and 20 days, respectively, related to lack of crude associated with cash constraints.
Products and Markets. Our market is the Gulf Coast region of the U.S., which the EIA represents as Petroleum Administration for Defense District 3 (PADD 3). We sell our
products primarily in the U.S. within PADD 3. We also occasionally sell refined products to customers that export to Mexico.
The Nixon refinery’s product slate is moderately adjusted based on current market demand. We produce a single finished product – jet fuel – and several intermediate products,
including naphtha, HOBM, and AGO. We sell our jet fuel to an Affiliate, which is HUBZone certified. The product sales agreement with the Affiliate has a 1-year term expiring
upon the earliest to occur of March 31, 2023, plus 30-day carryover or delivery of the maximum quantity of jet fuel. Our intermediate products are primarily sold in nearby markets
to wholesalers and refiners as a feedstock for further blending and processing.
Customers. Customers for our refined products include distributors, wholesalers, and refineries primarily in the lower portion of the Texas Triangle (the Houston - San Antonio -
Dallas/Fort Worth area). We have bulk term contracts in place with most of our customers, including month-to-month, six months, and up to one-year terms. Nearly all of our
contracts require customer prepayments and the sale of fixed or minimum quantities of finished and intermediate petroleum products. Many of these arrangements are subject to
periodic renegotiation on a forward-looking basis, which could result in higher or lower relative commodity prices on future refined product sales.
Competition. Most of our competitors are significantly larger than us. They have greater access to resources that allow them to compete on a national and international level. In
addition, they can respond more quickly to market fluctuations. We compete primarily based on cost. Due to the low complexity of our simple “topping unit” refinery, we can be
relatively nimble in adjusting our refined products slate due to shifting commodity prices, market demand, and operating costs.
Safety and Downtime. We operate the refinery in a manner that is materially consistent with industry safety practices and standards. EPA, OSHA, and comparable state and local
regulatory agencies provide oversight for personnel safety, process safety management, and risk management to prevent or minimize the accidental release of toxic, reactive,
flammable, or explosive chemicals. Most of our storage tanks are equipped with emissions monitoring devices. We also have response and control plans in place for spill prevention
and emergencies.
The Nixon refinery periodically undergoes planned and unplanned temporary shutdowns. We typically complete a planned turnaround annually to repair, restore, refurbish, or
replace refinery equipment. Occasionally, unplanned shutdowns occur. Unplanned downtime can occur for a variety of reasons; however, common reasons for unplanned downtime
include repair/replacement of disabled equipment, crude deficiencies associated with cash constraints, high temperatures, and power outages. The Nixon refinery did not incur
significant damage due to Winter Storm Uri in the first quarter of 2021. However, the facility lost external power for 10 days due to the storm.
We are particularly vulnerable to operation disruptions because all our refining operations occur at a single facility. Any scheduled or unscheduled downtime results in lost margin
opportunity, reduced refined products inventory, and potential increased maintenance expense, all of which could reduce our ability to meet our payment obligations.
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Midstream Operations
The tolling and terminaling business segment consists of the following assets and operations:
Property
Nixon facility
· Petroleum storage tanks
· Loading and unloading facilities
Key Products
Handled
Crude Oil
Refined Products
Operating Subsidiary
Location
LRM, NPS
Nixon, Texas
Products and Customers. The Nixon facility’s petroleum storage tanks and infrastructure are primarily suited for crude oil and condensate and refined products, such as naphtha, jet
fuel, diesel, and fuel oil. Storage customers are typically refiners in the lower portion of the Texas Triangle (the Houston - San Antonio - Dallas/Fort Worth area). Shipments are
received and redelivered from within the Nixon facility via pipeline or from third parties via truck. Contract terms range from month to month to three years.
Operations Safety. Our midstream operations are conducted in a manner materially consistent with industry safety practices and standards. EPA, OSHA, and comparable state and
local agencies provide regulatory oversight. We have the appropriate emergency response and spill prevention and control plans in place.
Inactive Operations
We own other pipeline and facilities assets and have leasehold interests in oil and gas properties. These assets are inactive. We account for these inactive operations in ‘corporate
and other.’ We fully impaired our pipeline assets in 2016 and our oil and gas leasehold interests in 2011. Our pipeline assets and oil and gas leasehold interests had no revenue
during the twelve months ended December 31, 2021 and 2020.
Property
Freeport facility
· Crude oil and natural gas separation and dehydration
· Natural gas processing, treating, and redelivery
· Vapor recovery unit
· Two onshore pipelines
· Land (162 acres)
Offshore Pipelines (Trunk Line and Lateral Lines)
Oil and Gas Leasehold Interests
Operating Subsidiary
Location
BDPL
Freeport, Texas
BDPL
BDPC
Gulf of Mexico
Gulf of Mexico
Pipeline and Facilities Safety.
Although our pipeline and facility assets are inactive, they require upkeep and maintenance. They are also subject to safety requirements under PHMSA, BOEM, BSEE, and
comparable state and local regulations. We have response and control plans, spill prevention, and other programs to respond to emergencies related to these assets.
Insurance and Risk Management
Our operations are subject to significant hazards and risks inherent in crude oil and condensate refining operations, as well as the transportation and storage of crude oil and
condensate and refined products. We have property damage, business interruption, and pollution liability coverages at the Nixon facility. Business interruption coverage is for 24
months from the date of the loss, subject to a deductible with a 45-day waiting period. Pollution liability provides coverage due to named perils for claims involving pollutants
where the discharge is sudden and accidental and first commences at a specific day and time during the policy period. The pollution policy is subject to a retention and deductible
and contains discovery requirements, reporting requirements, exclusions, definitions, conditions, and limitations that could apply to a particular pollution claim. As a result, there
can be no assurance such claim will be adequately insured for all potential damages.
Additional coverage includes umbrella, excess liability, workers’ compensation, directors’ and officers’ liability, environmental liability, and other business risks. These coverages
are supported by safety and other risk management programs. Our insurance program may not cover all operational risks and costs and may not provide sufficient coverage in the
event of a claim. We do not maintain insurance coverage against all potential losses and could suffer losses for uninsurable or uninsured risks or in amounts in excess of existing
insurance coverage. Losses in excess of our insurance coverage or cancellation of policies could have a material adverse effect on our business, financial condition, and results of
operations.
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Intellectual Property
We rely on intellectual property laws to protect our brand, as well as those of our subsidiaries. “Blue Dolphin Energy Company” is a registered trademark in the U.S. in name and
logo form. “Petroport, Inc.” is a registered trademark in the U.S. in name form. In addition, “www.blue-dolphin-energy.com” is a registered domain name.
Website Access to Reports and Other Information
We make certain filings with the SEC, including our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and all amendments and exhibits to
those reports, which are available free of charge through the SEC’s website (http://www.sec.gov) or through our website (http://www.blue-dolphin-energy.com), as soon as
reasonably practicable after they are filed with the SEC. We have also posted our Code of Business Ethics, board committee charters and other corporate governance documents on
our website. Our website and the information contained on that site, or connected to that site, are not incorporated by reference into this report.
Human Capital Management
General. Our operations and activities are managed by an Affiliate. We do not have any employees. As of December 31, 2021, 89 employees of the Affiliate provided support for
our operations pursuant to the Amended and Restated Operating Agreement. None of these employees were covered by collective bargaining agreements. Under the Amended and
Restated Operating Agreement, the Affiliate operates and manages all of our properties.
Safety, Health, and Wellness. We must comply with a number of federal and state laws and regulations related to safety that protect the health and safety of our workforce. We
operate a safety and health program with participation by personnel at all levels of the organization. Despite our efforts to achieve excellence in our safety and health performance,
there can be no assurances that there will not be accidents resulting in injuries or even fatalities.
We have developed and implemented a COVID-19 mitigation plan based on CDC and state health guidelines. This plan includes the implementation of health-screening protocols,
elevated cleaning measures, reduced shared spaces, the purchase of masks for all personnel for use when social-distancing measures are not possible, and providing work-from-
home support to facilitate remote working. Although vaccines have not been mandated, we have actively communicated updates to our workforce regarding vaccine availability and
have encouraged eligible personnel to get vaccinated.
Inclusion and Diversity. We are evaluating measures to put in place that track our progress with regard to diversity and inclusion.
Government Regulations
General. Our operations are subject to extensive and frequently changing federal, state, and local laws, regulations, permits, and ordinances relating to the protection of the
environment. Among other things, these laws and regulations govern obtaining and maintaining construction and operating permits, the emission and discharge of pollutants into or
onto the land, air, and water, the handling and disposal of solid, liquid, and hazardous wastes and the remediation of contamination. Compliance with existing and anticipated
environmental laws and regulations increases our overall cost of business, including our capital costs to construct, maintain, operate, and upgrade equipment and facilities. Failure to
comply with these laws and regulations may trigger a variety of administrative, civil, and criminal enforcement measures, including the assessment of monetary penalties. Certain
environmental statutes impose strict, joint and several liability for costs required to clean up and restore sites where hazardous substances, hydrocarbons or wastes have been
disposed or otherwise released. Moreover, it is not uncommon for neighboring landowners and other third parties to file claims for personal injury and property damage allegedly
caused by the release of hazardous substances, hydrocarbons, or other waste products into the environment. These requirements may also significantly affect our customers’
operations and may have an indirect effect on our business, financial condition, and results of operations. However, we do not expect such effects will have a material impact on our
financial position, results of operations, or liquidity.
Air Emissions and Climate Change Regulations. Our operations are subject to the Clean Air Act and comparable state and local statutes. Under these laws, we are required to
obtain permits, as well as test, monitor, report, and implement control requirements. If regulations become more stringent, additional emission control technologies may be required
to be installed at the Nixon facility and certain emission sources located offshore, and our ability to secure future permits may become less certain. Any such future obligations
could require us to incur significant additional capital or operating costs.
The EPA has undertaken significant regulatory initiatives under authority of the Clean Air Act’s NSR/PSD program to further reduce emissions of volatile organic compounds,
nitrogen oxides, sulfur dioxide, and particulate matter. These regulatory initiatives have been targeted at industries with large manufacturing facilities that are significant sources of
emissions, such as refining, paper and pulp, and electric power generating industries. The basic premise of these initiatives is the EPA’s assertion that many of these industrial
establishments have modified or expanded their operations over time without complying with NSR/PSD regulations, which result in emission increases above threshold limits. As
part of this ongoing NSR/PSD regulatory initiative, the EPA has consent decrees with several refiners that require refiners to make significant capital expenditures to install
emissions control equipment at selected facilities. We are not under a consent decree. If selected, as a small refiner we do not expect any additional requirements to have a material
impact on our financial position, results of operations, or liquidity.
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The EPA strengthened the NAAQS for ground-level ozone to 70 parts per billion in 2015 from the 75-parts per billion level set in 2008. To implement the revised ozone NAAQS,
all states will need to review their existing air quality management infrastructure State Implementation Plan for ozone and ensure it is appropriate and adequate. Where areas remain
in ozone non-attainment or come into ozone non-attainment as a result of the revised NAAQS, it is likely that additional planning and control obligations will be required. States
may impose additional emissions control requirements on stationary sources, changes in fuels specifications, and changes in fuels mix and mobile source emissions controls. The
ongoing and potential future requirements imposed by states to meet the ozone NAAQS could have direct impacts on terminaling facilities through additional requirements and
increased permitting costs and could have indirect impacts through changing or decreasing fuel demand.
The Energy Independence and Security Act of 2007 created RFS2 requiring the total volume of renewable transportation fuels (including ethanol and advanced biofuels) sold or
introduced in the U.S. to reach 36.0 billion gallons by 2022. The EPA granted the Nixon refinery a small refinery exemption from RFS2 requirements for 2013 and 2014. Since
2014, the Nixon refinery has solely produced HOBM, a non-transportation lubricant blend product that does not fall under RFS2.
Currently, multiple legislative and regulatory measures to address greenhouse gas emissions are in various phases of discussion or implementation. These include actions to develop
national, state, or regional programs, each of which would require reductions in our greenhouse gas emissions or those of our customers. In 2015, the EPA amended the Petroleum
and Natural Gas Systems source category (Subpart W) of the Greenhouse Gas Reporting Program, to include among other things a new Onshore Petroleum and Natural Gas
Gathering and Boosting segment that encompasses greenhouse gas emissions from equipment and sources within the petroleum and natural gas gathering boosting systems. In 2016,
the EPA promulgated regulations regarding performance standards for methane emissions from new and modified oil and gas production and natural gas processing and
transmission facilities, and in September 2018, proposed targeted improvements to these standards to streamline implementation of the rules. These and other legislative regulatory
measures will impose additional burdens on our business and those of our customers.
Hazardous Substances and Waste Regulations. The CERCLA imposes strict, joint and several liability on a broad group of potentially responsible parties for response actions
necessary to address a release of hazardous substances into the environment. The law authorizes two kinds of response actions: (i) short-term removals, where actions may be taken
to address releases or threatened releases requiring prompt response, and (ii) long-term remedial response actions, that permanently and significantly reduce the dangers associated
with releases or threats of releases of hazardous substances that are serious, but not immediately life threatening. Neither we nor any of our predecessors have been designated as a
potentially responsible party under CERCLA or a similar state statute.
We generate petroleum product wastes, solid wastes, and ordinary industrial wastes, such as from paints and solvents, that are regulated under RCRA and comparable state statues.
We are not currently required to comply with a substantial portion of the RCRA requirements because we are considered small quantity generators of hazardous wastes by the EPA
and state regulations. However, it is possible that additional wastes, which could include wastes currently generated during operations, will in the future be designated as hazardous
wastes. Hazardous wastes are subject to more rigorous and costly disposal requirements than are non-hazardous wastes. The Hazardous Waste Generator Improvement Rule of the
EPA provides some additional flexibility for small generators but also increases certain recordkeeping and administrative burdens. Several states are now in the process of adopting
this rule. Any additional changes in the regulations could increase our capital and operating costs.
We currently own properties where crude oil, refined petroleum hydrocarbons, and fuel additives have been handled for many years by previous owners. At some facilities,
hydrocarbons or other waste may have been disposed of or released on or under the properties owned by us or on or under other locations where these wastes have been taken for
disposal. Although prior owners and operators may have used operating and waste disposal practices that were standard in the industry at the time, these properties and wastes
disposed thereon are now subject to CERCLA, RCRA and analogous state laws. Under these laws, we could be required to remove or remediate previously disposed or released
wastes (including wastes disposed of or released by prior owners or operators), to clean up contaminated property (including impacted groundwater), or to perform remedial
operations to prevent future contamination to the extent we are not indemnified for such matters.
Water Pollution Regulations. Our operations can result in the discharge of pollutants, including chemical components of crude oil and refined products, into federal and state
waters. The CWA prohibits the discharge of pollutants into U.S. waters except as authorized by the terms of a permit issued by the EPA or a state agency with delegated authority.
The transportation and storage of crude oil and refined products over and adjacent to water involves risks and subjects us to the provisions of the CWA, OPA 90, and related state
requirements.
Spill prevention, control, and countermeasure requirements mandate the use of structures, such as berms and other secondary containment, to prevent hydrocarbons or other
pollutants from reaching a jurisdictional body of water in the event of a spill or leak. These requirements prevent pollutant releases and minimize potential impacts should a release
occur. We have federally certified OSROs available to respond to a spill and, in the case of our offshore pipelines, we maintain the statutory $35.0 million coverage required proof
of financial responsibility. In the event of an oil spill into navigable waters, we can be subject to strict, joint, and potentially unlimited liability for removal costs and other
consequences.
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Wastewater is subject to restrictions and strict controls under the CWA. Federal and state regulatory agencies can impose administrative, civil, and criminal penalties for non-
compliance with discharge permits. Process wastewater from the Nixon refinery is tested and discharged to a nearby municipal treatment facility pursuant to applicable process
wastewater permits. Wastewater from our offshore facilities, including our oil and natural gas pipelines and anchor platform, is tested and discharged pursuant to applicable
produced water permits. Stormwater at the Nixon facility is tested and discharged pursuant to applicable stormwater permits.
Offshore “Idle Iron” Decommissioning Regulations. In 2018 BSEE updated its earlier 2010 guidance and regulations on decommissioning that mandates lessees and rights-of-way
holders permanently abandon and/or remove platforms and other structures when no longer useful for operations. To cover the various obligations of lessees and rights-of-way
holders operating in federal waters of the Gulf of Mexico, BOEM evaluates an operator’s financial ability to carry out present and future obligations to determine whether the
operator must provide additional security beyond the minimum bonding requirements. Such obligations include the cost of plugging and abandoning wells and decommissioning
and removing platforms and pipelines at the end of production or service activities. Once plugging and abandonment work has been completed, the collateral backing the financial
assurance is released by BOEM.
We are required by BOEM to: (i) maintain acceptable financial assurance (pipeline bonds) for the decommissioning of our assets offshore in federal waters and (ii) decommission
these assets following a certain period of inactivity. As of December 31, 2021, we maintained approximately $0.9 million in credit and cash-backed pipeline rights-of-way bonds
issued to the BOEM. At December 31, 2021 and 2020, BDPL maintained $3.5 million and $2.4 million, respectively, in AROs related to abandonment of these assets. See “Part I,
Item 1A. Risk Factors” for additional disclosures related to idle iron decommissioning requirements for our pipelines and facilities assets and related risks.
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Risk Factors
ITEM 1A. RISK FACTORS
You should carefully consider the risks described below, in addition to the other information contained in this document. Realization of any of the following risks could have a
material adverse effect on our business, financial condition, cash flows and results of operations.
A.
Risks Related to Our Business and Industry
A1. Uncertainty exists regarding the impact of current and future sanctions imposed by governments and other authorities, including the United States, the European
Union, and the United Kingdom in response to Russia’s invasion of Ukraine.
Recently, Russia initiated significant military action against Ukraine. In response, the U.S. and certain other countries imposed significant sanctions and export controls
against Russia, and the U.S. and certain other countries could impose further sanctions, trade restrictions, and other retaliatory actions should the conflict continue or worsen.
It is not possible to predict the broader consequences of the conflict, including related geopolitical tensions, and the measures and retaliatory actions taken by the U.S. and
other countries in respect thereof as well as any counter measures or retaliatory actions by Russia in response, including, for example, potential cyberattacks or the disruption
of energy exports, is likely to cause regional instability, geopolitical shifts, and could materially adversely affect global trade, currency exchange rates, regional economies
and the global economy. The situation remains uncertain, and while it is difficult to predict the impact of any of the foregoing, the conflict and actions taken in response to
the conflict could increase our costs for crude oil, disrupt our supply chain, reduce our sales and earnings, impair our ability to raise additional capital when needed on
acceptable terms, if at all, or otherwise adversely affect our business, financial condition, and results of operations.
A2. We face numerous risks related to the COVID-19 pandemic, which could have a material adverse effect on our business, financial condition, liquidity, results of
operations and prospects.
Since the beginning of 2020, the COVID-19 pandemic disrupted economies around the world, including the oil and gas industry in which we operate. The rapid spread of the
virus led to the implementation of various responses, including federal, state, and local government-imposed quarantines, shelter-in-place mandates, sweeping restrictions on
travel, and other public health and safety measures. Actions by members of OPEC and other producer countries in 2020 concerning oil production and pricing significantly
impacted supply and demand in global oil and gas markets, which impacted our operational and financial performance. In particular, we experienced net losses due to
unfavorable margins per bbl and significantly lower sales volume due to significant refinery downtime. Global oil prices and refined product demand recovered somewhat in
2021 compared to 2020 as COVID-19 cases stabilized, mortality rates decreased, and availability and inoculation rates of vaccines increased. However, recovery of jet fuel
demand lagged that of other refined products as airline travel restrictions and consumer hesitancy to fly during the pandemic continued. Despite the uptick in market
conditions during the second half of 2021, overall, we experienced operating and net losses due to unfavorable margins and lower sales volume, which affected our liquidity.
Cash constraints adversely impacted the frequency of crude oil acquisition, debt payments, and abandonment of pipeline and facilities assets.
The extent to which the continued COVID-19 pandemic will impact our operations depends on future developments, which are highly uncertain and cannot be predicted with
confidence, including the duration of the pandemic, additional or modified government actions, new information that may emerge concerning variants, actions taken to
contain the spread of COVID-19 and treat its impact, and the availability and acceptance of vaccines to mitigate such spread, among others.
Some factors from the continued COVID-19 pandemic that could have an adverse effect on our business, financial condition, liquidity, and results of operations, include:
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third-party effects, including contractual and counterparty risk;
supply/demand market and macro-economic forces;
lower commodity prices;
unavailable storage capacity and operational effects, including curtailments and shut-ins;
decreased utilization and rates for our assets and services;
impact on liquidity and access to capital markets;
workforce reductions and furloughs; and
federal, state, and local actions.
The COVID-19 pandemic continues to evolve, and the extent to which the pandemic may impact our business, financial condition, liquidity, results of operations, and
prospects will depend highly on future developments, which are very uncertain and cannot be predicted with confidence. Additionally, the extent and duration of the impact
of COVID-19 pandemic on our Common Stock price is uncertain and may make us look less attractive to investors and, as a result, there may be a less active trading market
for our Common Stock, our Common Stock price may be more volatile, and our ability to raise capital could be impaired.
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Risk Factors
A3. Management has determined that there is, and the report of our independent registered public accounting firm expresses, substantial doubt about our ability to continue
as a going concern.
Management has determined that conditions exist that raise substantial doubt about our ability to continue as a going concern due to defaults under our secured loan
agreements, margin volatility, and historic net losses and working capital deficits. Our consolidated financial statements assume we will continue as a going concern and do
not include any adjustments that might result from the outcome of this uncertainty. A ‘going concern’ opinion could impair our ability to finance our operations through the
sale of equity, incurring debt, or other financing alternatives. Our ability to continue as a going concern depends on sustained positive operating margins and having working
capital for, amongst other requirements, purchasing crude oil and condensate and making payments on long-term debt. Without positive operating margins and working
capital, our business will be jeopardized, and we may not be able to continue. If we are unable to make required debt payments, we would likely have to consider other
options, such as selling assets, raising additional debt or equity capital, cutting costs, or otherwise reducing our cash requirements, or negotiating with our creditors to
restructure our applicable obligations, including potentially filing for bankruptcy.
A4. We have inadequate liquidity to sustain operations due to defaults under our secured loan agreements, substantial current debt, margin volatility, historic net losses and
working capital deficits, any of which could have a material adverse effect on us.
We had $78.5 million and $72.3 million in working capital deficits at December 31, 2021 and 2020, respectively. Excluding the current portion of long-term debt, we had
$15.5 million and $22.6 million in working capital deficits at December 31, 2021 and 2020, respectively. Cash and cash equivalents totaled $0.01 and $0.5 million at
December 31, 2021 and 2020, respectively. Restricted cash (current portion) totaled $0.05 million at both December 31, 2021 and 2020. Restricted cash, noncurrent totaled
$0 and $0.5 million at December 31, 2021 and 2020, respectively.
We currently rely on revenue from operations, including sales of refined products and rental of petroleum storage tanks, Affiliates, and financing to meet our liquidity needs.
Our short-term working capital needs are primarily related to: (i) purchasing crude oil and condensate to operate the Nixon refinery, (ii) reimbursing LEH for direct operating
expenses and paying the LEH operating fee under the Amended and Restated Operating Agreement, (iii) servicing debt, (iv) maintaining and expanding the Nixon facility
through capital expenditures, and (v) meeting regulatory compliance mandates. Our long-term working capital needs are primarily related to repayment of long-term debt
obligations.
Due to defaults under our secured loan agreements, substantial current debt, margin volatility, historic net losses and working capital deficits, we have inadequate liquidity to
sustain operations. We continue to actively explore additional financing to meet working capital needs or refinance and restructure debt. During the twelve months ended
December 31, 2021 and 2020, we successfully secured $10.5 million and $0.3 million, respectively, in working capital through CARES Act loans. In addition, subsequent to
the period covered by this report, we secured an additional $1.5 million in working capital through modification of the existing BDEC Term Loan Due 2051. There can be no
assurance that we will be able to raise additional capital on acceptable terms, or at all. If we are unable to raise sufficient additional capital, we may not, in the short term, be
able to purchase crude oil and condensate or meet debt payment obligations. In the long term, we may not be able to withstand business disruptions, such as from COVID-
19, or execute our business strategy. We may have to consider other options, such as selling assets, raising additional debt or equity capital, seek bankruptcy protection, or
cease operating.
A5. Our substantial current debt, which is included in the current portion of long-term debt (in default) and long-term debt, related party (in default), could adversely affect
our financial health and make us more vulnerable to adverse economic conditions.
Substantial current debt is primarily the result of secured loan agreements being in default. As a result, these debt obligations were classified within the current portion of
long-term debt on our consolidated balance sheets at December 31, 2021 and 2020. Excluding accrued interest, we had current debt of $63.0 million and $57.7 million,
respectively, as of December 31, 2021 and 2020.
Current debt consists of bank debt, investor debt, and related party debt. Although the line of credit payable to Pilot fell within current debt during 2021, the Pilot debt was
repaid in October 2021. For the twelve-months ended December 31, 2021 and 2020, principal and interest payments to Veritex were $0.6 million and $0.9 million,
respectively. For the twelve-months ended December 31, 2021, interest only payments to GNCU were $0.01 million. As of the filing date of this report, NPS was in default
under the NPS Term Loan Due 2031 for failing to satisfy financial covenants. For both twelve-month periods ended December 31, 2021, and 2020, principal and interest
payments to John Kissick and related parties were $0. From June 2020 to October 2021, Pilot applied payments owed to NPS under two terminal services agreements against
NPS’ payment obligations to Pilot under the Amended Pilot Line of Credit. For the twelve-month periods ended December 31, 2021 and 2020, the tank lease payment setoff
totaled $1.9 million and $1.3 million, respectively.
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Risk Factors
Blue Dolphin, as parent company, has guaranteed the indebtedness of certain subsidiaries. In addition, Affiliates have guaranteed the indebtedness of Blue Dolphin and
certain of its subsidiaries. This level of debt in current liabilities and the cross guarantee agreements could have important consequences, such as: (i) limiting our ability to
obtain additional financing to fund our working capital, capital expenditures, debt service requirements or potential growth, or for other purposes; (ii) increasing the cost of
future borrowings; (iii) limiting our ability to use operating cash flow in other areas of our business because we must dedicate a substantial portion of these funds to make
payments on our debt; (iv) placing us at a competitive disadvantage compared to competitors with less debt; and (v) increasing our vulnerability to adverse economic and
industry conditions.
Our ability to service our debt is dependent upon, among other things, business conditions, our financial and operating performance, our ability to raise capital, and
regulatory and other factors, many of which are beyond our control. If our working capital is not sufficient to service our debt, and any future indebtedness that we incur, our
business, financial condition, and results of operations will be materially adversely affected.
A6. Our ability to regain compliance with the terms of our outstanding indebtedness depends on us generating sufficient cash flow to meet debt service obligations or
refinancing or restructuring the debt.
As described elsewhere in this report, we are in default under our secured loan agreements with third parties and related parties, as follow:
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Veritex – At December 31, 2021, and as of the filing date of this report, LE and LRM were in default under the LE Term Loan Due 2034 and LRM Term Loan Due
2034 for failing to make required monthly principal and interest payments and failing to satisfy financial covenants. In addition, LE was in default under the LE Term
Loan Due 2034 for failing to replenish a $1.0 million payment reserve account.
GNCU – For the twelve-months ended December 31, 2021, interest only payments to GNCU were $0.01 million. As of the filing date of this report, NPS was in
default under the NPS Term Loan Due 2031 for failing to satisfy financial covenants.
Pilot – On October 4, 2021, NPS repaid all obligations owed to Pilot under the Amended Pilot Line of Credit. However, in a letter from NPS to Pilot dated October
28, 2021, NPS disputed approximately $0.3 million in payments NPS believes Pilot misapplied as part of the Amended Pilot Line of Credit setoff. As of the filing
date of this report, the amount remained in dispute between the parties. We were in default prior to repayment. From June 2020 to October 2021, Pilot applied
payments owed to NPS under two terminal services agreements against NPS’ payment obligations to Pilot under the Amended Pilot Line of Credit. For the twelve-
month periods ended December 31, 2021 and 2020, the tank lease payment setoff totaled $1.9 million and $1.3 million, respectively.
Kissick Debt – Pursuant to a 2015 subordination agreement, the holder of the Kissick Debt agreed to subordinate their right to payments from LE, as well as any
security interest and liens on the Nixon facility’s business assets, in favor of Veritex as holder of the LE Term Loan Due 2034. To date, no payments have been made
under the subordinated Kissick Debt and the holder of the Kissick Debt has taken no action as a result of the non-payment. As of the filing date of this report, defaults
under the Kissick Debt related to payment of past due obligations at maturity.
Related Party Debt – Affiliates controlled approximately 82% of the voting power of our Common Stock as of the filing date of this report, an Affiliate operates and
manages all Blue Dolphin properties, an Affiliate is a significant customer of our refined products, and we borrow from Affiliates during periods of working capital
deficits. Related party debt, which is currently in default, represents such working capital borrowings. As of the filing date of this report, defaults under related-party
debt were associated with payment of past due obligations at maturity.
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Defaults under our secured loan agreements permit third parties to declare the amounts owed under certain loan agreements immediately due and payable, exercise their
rights with respect to collateral securing obligors’ obligations under these loan agreements, and/or exercise any other rights and remedies available. The debt associated with
secured loan agreements with third parties and related parties was classified within the current portion of long-term debt (in default) and long-term debt, related party (in
default) on our consolidated balance sheets at December 31, 2021. The debt associated with secured loan agreements with third parties and related parties was classified
within the current portion of long-term debt (in default), long-term debt, related party (in default), and line of credit payable (in default) on our consolidated balance sheets at
December 31, 2020.
Our ability to regain compliance with the terms of our outstanding indebtedness depends on our ability to generate sufficient cash flow to meet debt service obligations or
refinance or restructure the debt. This is dependent on, among other things, business conditions, our financial performance, and the general condition of the financial
markets. We can provide no assurance that our assets or cash flow will be sufficient to fully repay borrowings under our secured loan agreements. Continued disruptions to
our business as a result of the COVID-19 pandemic could result in a material adverse effect on our business, result of operations, financial condition, cash flows, and our
ability to service our indebtedness and other obligations. There can also be no assurance that our liquidity, business, financial condition, and results of operations will revert
to pre-2020 levels once the impacts of the COVID-19 pandemic cease. Given the current financial markets, we can provide no assurance that we can successfully generate
sufficient cash from operations to repay our outstanding debt or otherwise restructure or refinance the debt. We could be forced to undertake alternate financings, including a
sale of additional common stock, negotiate for an extension of the maturity, or sell assets and delay capital expenditures in order to generate proceeds that could be used to
repay such indebtedness. We can provide no assurance that we will be able to consummate any such transaction on terms that are commercially reasonable, on terms
acceptable to us or at all. If new debt or other liabilities are added to the Company’s current consolidated debt levels, the related risks that it now faces could intensify. If new
debt or other liabilities are added to the Company’s current consolidated debt levels, the related risks that it now faces could intensify. In the event we are unsuccessful in
such endeavors, we may be unable to pay the amounts outstanding, which may require us to seek protection under bankruptcy laws. In such a case, the trading price of our
Common Stock and the value of an investment in our Common Stock could significantly decrease, which could lead to holders of our Common Stock losing their investment
in our Common Stock in its entirety.
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Risk Factors
A7. Our business, financial condition, and operating results may be adversely affected by increased costs of capital or a reduction in the availability of credit.
Adverse changes to the availability, terms, cost of capital, interest rates, or our credit ratings (which would have a corresponding impact on the credit ratings of our
subsidiaries that are party to any cross-guarantee agreements) could cause our cost of doing business to increase by limiting our access to capital, including our ability to
refinance maturing or accelerated existing indebtedness on similar terms. In addition, increased crude acquisition costs could adversely impact our working capital. As a
result, we cannot provide any assurance that any financing will be available to us in the future on acceptable terms or at all. Any such financing could be dilutive to our
existing stockholders. If we cannot raise required funds on acceptable terms, we may further reduce our expenses and we may not be able to, among other things, (i) maintain
our general and administrative expenses at current levels; (ii) successfully implement our business strategy; (iii) fund certain obligations as they become due; (iv) respond to
competitive pressures or unanticipated capital requirements; (v) repay our indebtedness, or (vi) purchase crude oil to operate the Nixon facility. Based on the historical
negative cash flows and the continued limited cash inflows in the period subsequent to year end there is substantial doubt about our ability to continue as a going concern.
A8.
Restrictive covenants in our debt instruments may limit our ability to undertake certain types of transactions, which could adversely affect our business, financial
condition, results of operations, and our ability to service our indebtedness.
Various covenants in our debt instruments restrict our financial flexibility in a number of ways. Our current indebtedness subjects us to significant financial and other
restrictive covenants, including restrictions on our ability to incur additional indebtedness, place liens upon assets, pay dividends or make certain other restricted payments
and investments, consummate certain asset sales or asset swaps, conduct businesses other than our current businesses, or sell, assign, transfer, lease, convey or otherwise
dispose of all or substantially all of our assets. Some of our debt instruments also require us to satisfy or maintain certain financial condition tests in certain circumstances.
Our ability to meet these financial condition tests can be affected by events beyond our control and we may not meet such tests. In addition, a failure to comply with the
provisions of our existing debt could result in a further event of default that could enable our lenders, subject to the terms and conditions of such debt, to declare the
outstanding principal, together with accrued interest, to be immediately due and payable. Events beyond our control, including the impact of the COVID-19 pandemic and
related governmental responses, volatility in commodity prices, and extreme weather resulting from climate change may affect our ability to comply with our covenants. If
we are unable to repay the accelerated amounts, our lenders could proceed against the collateral granted to them to secure such debt. If the payment of our debt is
accelerated, defaults under our other debt instruments, if any, may be triggered, and our assets may be insufficient to repay such debt in full. In addition, loans provided or
guaranteed by the U.S. government, including pursuant to the CARES Act, subject us to additional restrictions on our operations, including limitations on personnel
headcount and compensation reductions and other cost reduction activities that could adversely affect us.
A9.
Affiliates hold a significant ownership interest in us and exert significant influence over us, and their interests may conflict with the interests of our other stockholders;
and affiliate transactions may cause conflicts of interest that may adversely affect us.
We have an indirect controlling stockholder. As a related party of an Affiliate, Jonathan Carroll indirectly owned 82% of the voting power of our Common Stock as of the
filing date of this report, and by virtue of such stock ownership, Mr. Carroll can control or exert substantial influence over us, including:
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Election and appointment of directors;
Business strategy and policies;
Mergers and other business combinations;
Acquisition or disposition of assets;
Future issuances of Common Stock or other securities; and
Incurrence of debt or obtaining other sources of financing.
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Risk Factors
The existence of a controlling stockholder may have the effect of making it difficult for, or may discourage or delay, a third party from seeking to acquire a majority of our
outstanding Common Stock, which may adversely affect the market price of our Common Stock.
Affiliate interest may not always be consistent with our interests or with the interests of our other stockholders. Affiliates may also pursue acquisitions or business
opportunities in industries in which we compete, and there is no requirement that any additional business opportunities be presented to us. We also have and may in the
future enter transactions to purchase goods or services with Affiliates. To the extent that conflicts of interest may arise between us and Affiliates, those conflicts may be
resolved in a manner adverse to us or its other stockholders.
These relationships could create, or appear to create, potential conflicts of interest when our Board is faced with decisions that could have different implications for us and
Affiliates. The appearance of conflicts, even if such conflicts do not materialize, might adversely affect the public’s perception of us, as well as our relationship with other
companies and our ability to enter new relationships in the future, which may have a material adverse effect on our ability to do business.
A10. The dangers inherent in oil and gas operations could expose us to potentially significant losses, costs, or liabilities, and reduce our liquidity.
Oil and gas operations are inherently subject to significant hazards and risks. We process, store, and handle crude oil and condensate, which, under certain circumstances, can
be extremely dangerous. Hazards and risks related to the Nixon facility include, but are not limited to, catastrophic events caused by fires, explosions, pressure vessel
ruptures, spills, third-party interference, electricity, and mechanical breakdown, any of which could result in interruption or termination of operations, pollution, personal
injury and death, or damage to our assets and the property of others.
Offshore operations are also subject to a variety of operating risks peculiar to the marine environment. Although our pipeline assets and leasehold interests in oil and gas
wells are inactive, natural disasters and other events, such as hurricanes, can result in blowouts, cratering, explosions, and loss of well control. These hazards can cause
injury to persons, loss of life, and damage to property or the environment.
Any of these risks could result in substantial losses to us from a significant decrease in operations, significant additional costs to replace, repair, and insure assets, and from
potential civil lawsuits, fines, penalties, and regulatory enforcement proceedings. We may also become subject to more extensive governmental regulation. These regulations
may, in certain circumstances, impose strict liability for pollution damage or result in the interruption or termination of operations. These risks could also harm our reputation
and business, result in claims against us, and have a material adverse effect on our results of operations and financial condition.
A11. The geographic concentration of our assets creates a significant exposure to the risks of the regional economy and other regional adverse conditions.
Our primary operating assets are in Nixon, Texas in the Eagle Ford Shale, and we market our refined products in a single, relatively limited geographic area. In addition, we
have facilities and related onshore pipeline assets in Freeport, Texas, and offshore pipelines and oil and gas properties in the Gulf of Mexico. As a result, our operations are
more susceptible to regional economic conditions than our more geographically diversified competitors. Any changes in market conditions, unforeseen circumstances, or
other events affecting the area in which our assets are located could have a material adverse effect on our business, financial condition, and results of operations. These
factors include, among other things, changes in the economy, weather, demographics, and population.
A12. Competition from companies having greater financial and other resources could materially and adversely affect our business and results of operations.
The refining industry is highly competitive. Our refining operations compete with domestic refiners and marketers in PADD 3 (Gulf Coast), domestic refiners in other PADD
regions, and foreign refiners that import products into the U.S. Certain of our competitors have larger, more complex refineries and may be able to realize higher margins per
barrel of product produced. Several of our principal competitors are integrated national or international oil companies that are larger and have substantially greater resources
than we do and have access to proprietary sources of controlled crude oil production. Unlike these competitors, we obtain all our feedstocks from a single supplier. Because
of their integrated operations and larger capitalization, larger, more complex refineries may be more flexible in responding to volatile industry or market conditions, such as
crude oil and other feedstocks supply shortages or commodity price fluctuations. If we are unable to compete effectively, we may lose existing customers or fail to acquire
new customers.
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Risk Factors
A13. Environmental laws and regulations could require us to make substantial capital expenditures to remain in compliance or to remediate current or future contamination
that could give rise to material liabilities.
Our operations are subject to a variety of federal, state, and local environmental laws and regulations relating to the protection of the environment and natural resources,
including those governing the emission or discharge of pollutants into the environment, product specifications and the generation, treatment, storage, transportation, disposal,
and remediation of solid and hazardous wastes. Violations of these laws and regulations or permit conditions can result in substantial penalties, injunctive orders compelling
installation of additional controls, civil and criminal sanctions, permit revocations and/or facility shutdowns.
In addition, new environmental laws and regulations, new interpretations of existing laws and regulations, increased governmental enforcement of laws and regulations, or
other developments could require us to make additional unforeseen expenditures. Many of these laws and regulations are becoming increasingly stringent, and the cost of
compliance with these requirements can be expected to increase over time. The requirements to be met, as well as the technology and length of time available to meet those
requirements, continue to develop and change. Expenditures or costs for environmental compliance could have a material adverse effect on our results of operations,
financial condition, and profitability. For example, President Biden has issued an executive order seeking to adopt new regulations and policies to address climate change and
to consider suspending, revising, or rescinding prior agency actions that are identified as conflicting with the Biden Administration’s climate policies. The current
administration may take further actions that could restrict or limit operations as currently conducted at the Nixon Facility.
The Nixon facility operates under several federal and state permits, licenses, and approvals with terms and conditions that contain a significant number of prescriptive limits
and performance standards. These permits, licenses, approvals, limits, and standards require a significant amount of monitoring, record keeping and reporting to demonstrate
compliance with the underlying permit, license, approval, limit or standard. Non-compliance or incomplete documentation of our compliance status may result in the
imposition of fines, penalties, and injunctive relief. Additionally, there may be times when we are unable to meet the standards and terms and conditions of our permits,
licenses, and approvals due to operational upsets or malfunctions, which may lead to the imposition of fines and penalties or operating restrictions that may have a material
adverse effect on our ability to operate our facilities, and accordingly our financial performance.
A14. We are subject to strict laws and regulations regarding personnel and process safety, and failure to comply with these laws and regulations could have a material adverse
effect on our results of operations, financial condition, and profitability.
We are subject to the requirements of OSHA, and comparable state statutes that regulate the protection, health, and safety of workers, and the proper design, operation, and
maintenance of our equipment. In addition, OSHA and certain other environmental regulations require that we maintain information about hazardous materials used or
produced in our operations and that we provide this information to personnel and state and local governmental authorities. Failure to comply with these requirements,
including general industry standards, record keeping requirements and monitoring and control of occupational exposure to regulated substances, may result in significant
fines or compliance costs, which could have a material adverse effect on our results of operations, financial condition, and cash flows.
In October 2021, LRM received a proposed agreed order from the TCEQ for alleged solid and hazardous waste violations discovered during an investigation from January
29, 2020 to March 2, 2020. The proposed agreed order assesses an administrative penalty of approximately $0.4 million and identifies actions needed to correct the alleged
violations. We are currently seeking to negotiate a reduced penalty amount. However, we recorded a liability for the maximum proposed amount of $0.4 million on our
consolidated balance sheet as of December 31, 2021.
A15. Our insurance policies do not cover all losses, costs, or liabilities that we may experience, and insurance companies that currently insure companies in the energy
industry may cease to do so or substantially increase premiums.
Our insurance program may not cover all operational risks and costs and may not provide sufficient coverage in the event of a claim. We do not maintain insurance coverage
against all potential losses and could suffer losses for uninsurable or uninsured risks or in amounts in excess of existing insurance coverage. The occurrence of an event that
is not fully covered by insurance, failure by one or more of our insurers to honor its coverage commitments for an insured event, or losses in excess of our insurance
coverage could have a material adverse effect on our business, financial condition, and results of operations.
There is finite capacity in the commercial insurance industry engaged in underwriting energy industry risk, and factors impacting cost and availability include: (i) losses in
our industries, (ii) natural disasters, (iii) specific losses incurred by us, and (iv) inadequate investment returns earned by the insurance industry. If the supply of commercial
insurance is curtailed, we may not be able to continue our present limits of insurance coverage, obtain sufficient insurance capacity to adequately insure our risks, or we may
be unable to obtain and maintain adequate insurance at a reasonable cost. There is no assurance that our insurers will renew their insurance coverage on acceptable terms, if
at all, or that we will be able to arrange for adequate alternative coverage in the event of non-renewal. The unavailability of full insurance coverage to cover events in which
we suffer significant losses or cancellation of insurance policies could have a material adverse effect on our business, financial condition, and results of operations.
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Risk Factors
A16. Our ability to use NOL carryforwards to offset future taxable income for U.S. federal income tax purposes is subject to limitation.
Under IRC Section 382, a corporation that undergoes an “ownership change” is subject to limitations on its ability to utilize its pre-change NOL carryforwards to offset
future taxable income. Within the meaning of IRC Section 382, an “ownership change” occurs when the aggregate stock ownership of certain stockholders (generally 5%
shareholders, applying certain look-through rules) increases by more than 50 percentage points over such stockholders’ lowest percentage ownership during the testing
period (generally three years).
Blue Dolphin experienced ownership changes in 2005 because of a series of private placements, and in 2012 because of a reverse acquisition. The 2012 ownership change
limits our ability to utilize NOLs following the 2005 ownership change that were not previously subject to limitation. Limitations imposed on our ability to use NOLs to
offset future taxable income could cause U.S. federal income taxes to be paid earlier than otherwise would be paid if such limitations were not in effect, and could cause such
NOLs to expire unused, in each case reducing or eliminating the benefit of such NOLs. Similar rules and limitations may apply for state income tax purposes. NOLs
generated after the 2012 ownership change are not subject to limitation. If the IRS were to challenge our NOLs in an audit, we cannot assure that we would prevail against
such challenge. If the IRS were successful in challenging our NOLs, all or some portion of our NOLs would not be available to offset any future consolidated income, which
would negatively impact our results of operations and cash flows. Certain provisions of the Tax Cuts and Jobs Act, enacted in 2017, may also limit our ability to utilize our
net operating tax loss carryforwards.
At December 31, 2021 and 2020, management determined that cumulative losses incurred over the prior three-year period provided significant objective evidence that
limited the ability to consider other subjective evidence, such as projections for future growth. Based on this evaluation, we recorded a full valuation allowance against the
deferred tax assets as of December 31, 2021 and 2020.
A17. We may not be able to keep pace with technological developments in our industry.
The oil and natural gas industry is characterized by rapid and significant technological advancements and introductions of new products and services using new technologies.
As others use or development new technologies, we may be placed at a competitive disadvantage or may be forced by competitive pressures to implement those new
technologies at substantial costs. We may not be able to respond do these competitive pressures or implement new technologies on a timely basis or at an acceptable cost. If
one or more of the technologies we use now or in the future were to become obsolete, our business, financial condition or results of operations could be materially and
adversely affected.
A18. A terrorist attack or armed conflict could harm our business.
Terrorist activities, anti-terrorist efforts and other armed conflicts involving the United States or other countries may adversely affect the United States and global economies
and could prevent us from meeting our financial and other obligations. For example, Russia’s recent invasion of Ukraine and resulting sanctions and export controls by the
United States and other countries could have wide-ranging impacts that have yet to be identified. Given the evolving geopolitical situation, there are many unknown factors
and events that could materially impact our operations, which may be temporary or permanent in nature. These tensions also create heightened risk of a terrorist attack or
armed conflict involving the United States. If any of these events occur, the resulting political instability and societal disruption could reduce overall demand for oil and
natural gas, potentially putting downward pressure on demand for our production and causing a reduction in our revenues. Oil and natural gas related facilities could be
direct targets of terrorist attacks, and our operations could be adversely impacted if infrastructure integral to our operations or the operations of our customers’ is destroyed or
damaged. Costs for insurance and other security may increase as a result of these threats, and some insurance coverage may become more difficult to obtain, if available at
all.
A19. We face various risks associated with increased activism against oil and natural gas companies.
Opposition toward oil and natural gas companies has been growing globally and is particularly pronounced in the United States. Companies in the oil and natural gas
industry are often the target of activist efforts from both individuals and non-governmental organizations regarding safety, human rights, environmental matters,
sustainability, and business practices. Anti-development activists are working to, among other things, reduce access to federal and state government lands and delay or cancel
certain operations such as drilling and development. Any restrictions or limitations on our business or operations resulting from such opposition could have a material
adverse effect on our financial condition and results of operations.
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Risk Factors
A20. Our business could be negatively affected by security threats.
A cyberattack or similar incident could occur and result in information theft, data corruption, operational disruption, damage to our reputation or financial loss. Our industry
has become increasingly dependent on digital technologies to conduct certain exploration, development, production, processing, and financial activities. Our technologies,
systems, networks, or other proprietary information, and those of our vendors, suppliers, and other business partners, may become the target of cyberattacks or information
security breaches that could result in the unauthorized release, gathering, monitoring, misuse, loss, or destruction of proprietary and other information, or could otherwise
lead to the disruption of our business operations. Cyberattacks are becoming more sophisticated and certain cyber incidents, such as surveillance, may remain undetected for
an extended period and could lead to disruptions in critical systems or the unauthorized release of confidential or otherwise protected information. These events could lead to
financial loss from remedial actions, loss of business, disruption of operations, damage to our reputation or potential liability. Also, computers control nearly all the oil and
gas distribution systems in the United States and abroad, which are necessary to transportation our production to market. A cyberattack directed at oil and gas distribution
systems could damage critical distribution and storage assets or the environment, delay or prevent delivery of production to markets and make it difficult or impossible to
accurately account for production and settle transactions. Cyber incidents have increased, and the United States government has issued warnings indicating that energy assets
may be specific targets of cybersecurity threats. Our systems and insurance coverage for protecting against cybersecurity risks may not be sufficient. Further, as cyberattacks
continue to evolve, we may be required to expend significant additional resources to continue to modify or enhance our protective measures or to investigate and remediate
any vulnerability to cyberattacks.
A21. An outbreak of another highly infectious or contagious disease could adversely affect the combined company’s business, financial condition, and results of operations.
Our business will be dependent upon the willingness and ability of our customers to conduct transactions. The spread of a highly infectious or contagious disease, such as
COVID-19, could cause severe disruptions in the worldwide economy, which could in turn disrupt our business, activities, and operations, as well as that of our customers.
Moreover, since the beginning of January 2020, the COVID-19 outbreak has caused significant disruption in the financial markets both globally and in the United States. The
spread of COVID-19, or an outbreak of another highly infectious or contagious disease, may result in a significant decrease in business and/or cause customers to be unable
to meet existing payment or other obligations. A spread of COVID-19, or an outbreak of another contagious disease, could also negatively impact the availability of key
personnel necessary to conduct our business. Such a spread or outbreak could also negatively impact the business and operations of third-party providers who perform
critical services for our business. If COVID-19, or another highly infectious or contagious disease, spreads or the response to contain COVID-19 is unsuccessful, we could
experience a material adverse effect on our business, financial condition, and results of operations.
A22. Potential impairment in the carrying value of long-lived assets could negatively affect our operating results.
We have a significant amount of long-lived assets on our consolidated balance sheet. Under generally accepted accounting principles, long-lived assets are required to be
reviewed for impairment annually or whenever adverse events or changes in circumstances indicate a possible impairment. If business conditions or other factors cause the
undiscounted estimated pretax cash flows for long-lived assets to fall below their carrying value, we may be required to record non-cash impairment charges. Events and
conditions that could result in impairment in the value of our long-lived assets include lower realized refining margins, decreased refinery production, other factors leading to
a reduction in expected long-term sales or profitability, or significant changes in the manner of use for the assets or the overall business strategy.
In this challenging business environment, we continuously monitor our assets for impairment, as well as optimization opportunities. We recorded an impairment of $1.1
million related to asset retirement costs for our pipeline/platform assets as of December 31, 2021. An additional impairment may be required in future periods if instabilities
in the market continue long-term, losses continue to be material, or as new opportunities arise, such as reconfiguration of the Nixon refinery into a renewable fuels facility.
Significant management judgment is required in the forecasting of future operating results that are used in the preparation of projected cash flows. As a result, there can be
no assurance that the estimates and assumptions made for purposes of our impairment analysis will prove to be an accurate prediction of the future. Should our assumptions
significantly change in future periods, it is possible we may later determine the carrying values of our refinery and facilities assets exceed the undiscounted estimated pretax
cash flows, which would result in a future impairment charge.
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Risk Factors
B. Risks Related to Our Operations
B1.
Refining margins, which are affected by commodity prices and refined product demand, are volatile, and a reduction in refining margins will adversely affect the
amount of cash we will have available for working capital.
Historically, refining margins have been volatile, and they are likely to continue to be volatile in the future. Our financial results are primarily affected by the relationship
between our crude oil and condensate acquisition costs, the commodity prices at which we ultimately sell our refined products, and the volume of refined products that we
sell, all of which depend upon numerous factors beyond our control. The commodity prices at which we sell our refined products are strongly influenced by the commodity
price of crude oil. If crude oil commodity prices increase, our ‘refinery operations’ business segment margins will fall unless we can pass along these commodity price
increases to our wholesale customers. Increases in the selling prices for refined products typically trail the rising crude oil cost and may be difficult to implement when crude
oil costs increase dramatically over a short period. Sharp decreases in refined product market demand, such as the record low demand that has occurred because of
widespread COVID-19 related travel restrictions, can adversely affect our refining margins.
B2.
The commodity price volatility of crude oil, other feedstocks, refined products, and fuel and utility services may have a material adverse effect on our earnings, cash
flows, and liquidity.
Crude oil refining is primarily a margin-based business. To improve margins, we must maximize yields of higher value finished petroleum products and minimize costs of
feedstocks and operating expenses. When the spread between these commodity prices decreases, our margins are negatively affected. Although an increase or decrease in the
commodity price for crude oil and other feedstocks generally results in a similar increase or decrease in commodity prices for finished petroleum products, typically there is
a time lag between the two. The effect of crude oil commodity price changes on our finished petroleum product commodity prices therefore depends, in part, on how quickly
and how fully the market adjusts to reflect these changes. Unfavorable margins may have a material adverse effect on our earnings, cash flows, and liquidity.
The markets and commodity prices for crude oil and condensate and our finished products have historically been volatile, are likely to continue to be volatile, and depend on
factors beyond our control. These factors include:
·
·
·
·
·
the level of domestic and offshore production;
the availability of crude oil and U.S. and global demand for this commodity;
a general downturn in economic conditions;
the impact of weather, including abnormally mild or extreme winter or summer weather that cause lower or higher energy usage for heating or cooling purposes,
respectively, or extreme weather that may disrupt our operations or related upstream or downstream operations;
actions taken by foreign oil and gas producing and importing nations, including the ability or willingness of OPEC and OPEC+ to set and maintain pricing and
production levels for oil, which, for example, had a pronounced effect on global commodity prices for crude oil and the volatility thereof in 2020 during the onset and
spread of the COVID-19 pandemic;
·
·
·
·
the availability of local, intrastate, and interstate transportation systems;
conflicts, such as Russia’s invasion of Ukraine;
the availability and marketing of competitive fuels; and
the extent of governmental regulation and taxation.
B3. Our future success depends on our ability to acquire sufficient levels of crude oil on favorable terms to operate the Nixon refinery.
Operation of the Nixon refinery depends on our ability to purchase adequate amounts of crude oil and condensate. Although we have no crude oil reserves and are not
engaged in the exploration or production of crude oil, we believe that we can obtain adequate crude oil and other feedstocks at generally competitive commodity prices for
the foreseeable future. We have a long-term crude supply agreement in place with Tartan. The volume-based Crude Supply Agreement expires when we receive 24.8 million
net bbls of crude oil. After that, the Crude Supply Agreement automatically renews for successive one-year terms. Either party may provide the other with notice of non-
renewal at least 60 days before the expiration of any renewal term. As of December 31, 2021, we received 9.0 million bbls, or 36%, of the contracted total volume under the
Crude Supply Agreement.
Pilot and Tartan store jet fuel and crude oil, respectively, at the Nixon facility under two terminal services agreements: (i) a Terminal Services Agreement dated as of May
2019 (covering Tank Nos. 67, 71, 72, 73, 77, and 78) for jet fuel and (ii) a Terminal Services Agreement dated as of June 1, 2019 (covering Tank Nos. 1 and 56) for crude oil.
Under both terminal services agreements, Pilot and Tartan store product at the Nixon facility at a specified rate per bbl of the storage tank’s shell capacity. The terminal
services agreements renew on a one-year evergreen basis. Either party may terminate the terminal services agreements by providing the other party 60 days prior written
notice. The terminal services agreements will automatically terminate upon expiration or termination of the Crude Supply Agreement.
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Risk Factors
B4.
Failure to acquire crude oil and condensate when needed could have a material effect on our ability to operate the Nixon facility at the desired rate, which could have a
material adverse effect on our financial condition, results of operations, liquidity, and cash flows.
Given the large dollar amount required to make crude oil purchases, liquidity constraints could cause us to delay purchases of crude oil or otherwise acquire less than the
desired amounts. This, in turn, could cause us to operate the Nixon facility at a lower rate on a bpd basis to meet customer demand. During the twelve-month period ended
December 31, 2021, the refinery experienced 13 days of downtime due to lack of crude associated with cash constraints. Failure to operate the Nixon facility at the desired
run rate, or at all, could adversely affect our profitability and cash flows.
B5. Downtime at the Nixon refinery could result in lost margin opportunity, increased maintenance expense, increased inventory, and a reduction in cash available for
payment of our obligations.
The Nixon refinery periodically undergoes planned and unplanned temporary shutdowns. We typically complete a planned turnaround annual to repair, restore, refurbish, or
replace refinery equipment. Occasionally, unplanned shutdowns occur. Unplanned downtime can occur for a variety of reasons; however, common reasons for unplanned
downtime include repair/replacement of disabled equipment, crude deficiencies associated with cash constraints, high temperatures, and power outages. We are particularly
vulnerable to operation disruptions because all our refining operations occur at a single facility. Any scheduled or unscheduled downtime results in lost margin opportunity,
reduced refined products inventory, and potential increased maintenance expense, all of which could reduce our ability to meet our payment obligations.
During the twelve-month period ended December 31, 2021, the refinery experienced 23 days of downtime – 13 days due to lack of crude associated with cash constraints and
10 days related to utility failure during Winter Storm Uri. During the twelve-month period ended December 31, 2020, the refinery experienced 42 days of downtime – 20
days due to lack of crude associated with cash constraints, 13 days for a planned turnaround, and 9 days for equipment repairs and maintenance. Any scheduled or
unscheduled downtime will result in lost margin opportunity, potential increased maintenance expense, and a reduction of refined products inventory, which could reduce our
ability to meet our payment obligations.
B6. We may have capital needs for which internally generated cash flows and external financing are inadequate. Affiliates may, but are not required to, fund our working
capital requirements in such instances.
We have historically relied on Affiliates for funding when revenue from operations and availability under bank facilities were insufficient to meet our liquidity and working
capital needs. We reflect such borrowings in our consolidated balance sheets in accounts payable, related party, or long-term debt, related party. At both December 31, 2021
and 2020, accounts payable, related party totaled $0.2 million. At December 31, 2021 and 2020, long-term debt, related party, current portion (in default) and accrued interest
payable, related party totaled $23.5 million and $18.8 million, respectively.
If we are unable to generate sufficient cash flows or otherwise secure sufficient liquidity from Affiliates or external financing, we may not be able to meet our short- and
long-term working capital needs. Our short-term working capital needs are primarily related to: (i) purchasing crude oil and condensate to operate the Nixon refinery, (ii)
reimbursing LEH for direct operating expenses and paying the LEH operating fee under the Amended and Restated Operating Agreement, (iii) servicing debt, (iv)
maintaining and expanding the Nixon facility through capital expenditures, and (v) meeting regulatory compliance mandates. Our long-term working capital needs are
primarily related to repayment of long-term debt obligations.
There can be no assurance that Affiliates will continue to fund our working capital requirements. If we are unable to generate sufficient working capital or raise additional
capital on acceptable terms, or at all, we may not, in the short term, be able to purchase crude oil and condensate or meet debt payment obligations. In the long term, we may
not be able to withstand business disruptions, such as from COVID-19, or execute our business strategy. We may have to consider other options, such as selling assets,
raising additional debt or equity capital, seek bankruptcy protection, or cease operating.
B7. Our business may suffer if any of the executive officers or other key personnel discontinue employment with us. Furthermore, a shortage of skilled labor or disruptions
in our labor force may make it difficult for us to maintain productivity.
Our future success depends on the services of the executive officers and other key personnel and on our continuing ability to recruit, train and retain highly qualified
personnel in all areas of our operations. In particular, Jonathan Carroll currently serves as our principal executive, principal financial and principal accounting officer. We are
highly dependent on his continued services to execute on our business plan and strategy. Furthermore, our operations require skilled and experienced personnel with
proficiency in multiple tasks. Competition for skilled personnel with industry-specific experience is intense, and the loss of these executives or personnel could harm our
business. If any of these executives or other key personnel resign or become unable to continue in their present roles and are not adequately replaced, our business could be
materially adversely affected.
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Risk Factors
B8.
Loss of business from, or the bankruptcy or insolvency of, one or more of our significant customers, one of which is an Affiliate, could have a material adverse effect on
our financial condition, results of operations, liquidity, and cash flows.
We have bulk term contracts in place with most of our customers, including month-to-month, six months, and up to one-year terms. Certain of our contracts require our
customers to prepay and us to sell fixed quantities and/or minimum quantities of finished and intermediate petroleum products. Many of these arrangements are subject to
periodic renegotiation on a forward-looking basis, which could result in higher or lower relative commodity prices on future sales of our refined products.
Our customers have a variety of suppliers to choose from. As a result, they can make substantial demands on us, including demands for more favorable product pricing or
contractual terms. Our ability to maintain strong relationships with our principal customers is essential to our future performance. Our operating results could be harmed if a
key customer is lost, reduces their order quantity, requires us to reduce our commodity prices, is acquired by a competitor, or suffers financial hardship. Additionally, our
profitability could be adversely affected if there is consolidation among our customer base and our customers command increased leverage in negotiating commodity prices
and other terms of sale. We could decide not to sell our refined products to a certain customer if, because of increased leverage, the customer pressures us to reduce our
pricing such that our gross profits are diminished, which could result in a decrease in our revenue. Consolidation may also lead to reduced demand for our products,
replacement of our products by the combined entity with those of our competitors, and cancellations of orders, each of which could harm our operating results. Loss of
business from, or the bankruptcy or insolvency of, one or more of our major customers could similarly affect our financial condition, results of operations, liquidity, and cash
flows.
One of our significant customers is LEH, an Affiliate. Due to a HUBZone certification, the Affiliate purchases our jet fuel under a Jet Fuel Sales Agreement and bids on jet
fuel contracts under preferential pricing terms. The Affiliate accounted for 29.9% and 28.7% of total revenue from operations for the twelve months ended December 31,
2021, and 2020, respectively. The Affiliate represented $0 in accounts receivable at both December 31, 2021, and 2020, respectively.
Twelve Months Ended
December 31, 2021
December 31, 2020
Number
Significant
Customers
% Total
Revenue from
Operations
Portion of
Accounts
Receivable
at December
31,
3
3
71.9% $
70.8% $
0
0
B9. We are dependent on third parties for the transportation of crude oil and condensate into and refined products out of our Nixon facility; if these third parties become
unavailable to us, our ability to process crude oil and condensate and sell refined products to wholesale markets could be materially and adversely affected.
We rely on trucks for the receipt of crude oil and condensate into and the sale of refined products out of our Nixon facility. Since we do not own or operate any of these
trucks, their continuing operation is not within our control. If any of the third-party trucking companies that we use, or the trucking industry in general, become unavailable
to transport crude oil, condensate, and/or our refined products because of acts of God, accidents, government regulation, terrorism or other events, our revenue and net
income would be materially and adversely affected.
B10. Our suppliers source a substantial amount, if not all, of our crude oil and condensate from the Eagle Ford Shale and may experience interruptions of supply from that
region.
Our suppliers source a substantial amount, if not all, of our crude oil and condensate from the Eagle Ford Shale. Consequently, we may be disproportionately exposed to the
impact of delays or interruptions of supply from that region caused by transportation capacity constraints, curtailment of production, unavailability of equipment, facilities,
personnel or services, significant governmental regulation, severe weather, plant closures for scheduled maintenance, or the interruption of oil or natural gas being
transported from wells in that area.
B11. Our refining operations and customers are primarily located within the Eagle Ford Shale and changes in the supply/demand balance in this region could result in lower
refining margins.
Our primary operating assets are in Nixon, Texas in the Eagle Ford Shale, and we market our refined products in a single, relatively limited geographic area. Therefore, we
are more susceptible to regional economic conditions than our more geographically diversified competitors. Should the supply/demand balance shift in our region due to
changes in the local economy, an increase in refining capacity or other reasons, resulting in supply in the PADD 3 (Gulf Coast) region to exceed demand, we would have to
deliver refined products to customers outside of our current operating region and thus incur considerably higher transportation costs, resulting in lower refining margins.
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Risk Factors
B12. Severe weather or other events affecting our facilities, or those of our vendors, suppliers, or customers could have a material adverse effect on our liquidity, business,
financial condition, and results of operations.
Our operations are subject to all of the risks and operational hazards inherent in receiving, handling, storing, and transferring crude oil and petroleum products, including:
damages to facilities, related equipment and surrounding properties caused by severe weather (such as extreme cold or hot temperatures, hurricanes, floods, and other natural
disasters) or other events (such as equipment malfunctions, mechanical or structural failures, explosions, fires, spills, or acts of terrorism) at our facilities or at third-party
facilities on which our operations are dependent could result in severe damage or destruction to our assets or the temporary or permanent shut-down of our operations. If we
are unable to operate, our liquidity, business, financial condition, and results of operations could be materially affected.
B13. Regulatory changes, as well as proposed measures that are reasonably likely to be enacted, to reduce greenhouse gas emissions could require us to incur significant
costs or could result in a decrease in demand for our refined products, which could adversely affect our business.
Scientific studies conclusively show that, in the absence of human intervention, the rate of increase of carbon dioxide in the atmosphere will significantly increase in the next
100 years. This increase in carbon dioxide has enhanced the Earth’s natural greenhouse effect, resulting in global warming. Higher concentrations of greenhouse gases in the
atmosphere can produce changes in climate with significant physical effects, including increased frequency and severity of storms, floods, and other extreme weather events
that could affect our operations. Increased concern over the effects of climate change have begun to affect our competition and customers’ energy strategies, consumer
consumption patterns, and government and private sector alternative energy initiatives. Changing customer sentiment towards renewable and sustainable energy products
may reduce demand for our products, and an excess of supply over demand could reduce fossil fuel prices. In addition, if we fail to stay in step with the pace and extent of
the market shift we could impact future earnings; if we move too fast we risk investing in technologies, markets, and low-carbon products that will be unsuccessful These
factors could also have a material adverse effect on our business, financial condition, and results of operations.
Both houses of Congress have actively considered legislation to reduce emissions of greenhouse gases, such as carbon dioxide and methane, including proposals to:
(i) establish a Cap-and-Trade system, (ii) create a federal renewable energy or “clean” energy standard requiring electric utilities to provide a certain percentage of power
from such sources, and (iii) create enhanced incentives for use of renewable energy and increased efficiency in energy supply and use. In addition, the EPA is taking steps to
regulate greenhouse gases under the existing federal CAA. The EPA has already adopted regulations limiting emissions of greenhouse gases from motor vehicles, addressing
the permitting of greenhouse gas emissions from stationary sources, and requiring the reporting of greenhouse gas emissions from specified large greenhouse gas emission
sources, including refineries. Various states, individually as well as in some cases on a regional basis, have taken steps to control greenhouse gas emissions, including
adoption of greenhouse gas reporting requirements, Cap-and-Trade systems, and renewable portfolio standards. Reducing greenhouse gas emissions, including carbon
dioxide, has also been a focus of the Biden Administration. In February 2021, the United States rejoined the Paris Agreement, and in April 2021 the Biden Administration
announced a new target for the United States to achieve a 50-52 percent reduction from 2005 levels in economy-wide net greenhouse gas pollution in 2030. These and
similar regulations could require us to incur costs to monitor, report, and reduce greenhouse gas emissions associated with our operations.
Requirements to reduce greenhouse gas emissions could result in increased costs to operate and maintain the Nixon facility as well as implement and manage new emission
controls and programs. For example, some states have passed regulations, such as Cap-and-Trade and the Low Carbon Fuel Standard, to achieve greenhouse gas emission
reductions below set targets by 2030 and beyond. Cap-and-Trade places a cap on greenhouse gases and refiners are required to acquire a sufficient number of credits to cover
emissions from their refinery and in-state sales of gasoline and diesel. The Low Carbon Fuel Standard requires an established percentage reduction in the carbon intensity of
gasoline and diesel by a specified time period. Compliance with the Low Carbon Fuel Standard is achieved through blending lower carbon intensity biofuels into gasoline
and diesel or by purchasing credits. Compliance with each of these programs is facilitated through a market-based credit system. If sufficient credits are unavailable for
purchase or refiners are unable to pass through costs to their customers, they must pay a higher price for credits. It is currently uncertain how the current presidential
administration or future administrations will address greenhouse gas emissions. In the event we do incur increased costs as a result of increased efforts to control greenhouse
gas emissions, we may not be able to pass on any of these costs to our customers. Regulatory requirements also could adversely affect demand for the refined petroleum
products that we produce. Any increased costs or reduced demand could materially and adversely affect our business and results of operations.
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Risk Factors
B14. We may not be successful in integrating or pursuing acquisitions in the future.
Although we regularly engage in discussions with, and submit proposals to, acquisition candidates, suitable acquisitions may not be available in the future on reasonable
terms. Even if we do identify an appropriate acquisition candidate, we may be unable to successfully negotiate the terms of an acquisition, finance the acquisition, or, if the
acquisition occurs, effectively integrate the acquired business into our existing businesses. Negotiations of potential acquisitions and the integration of acquired business
operations may require a disproportionate amount of management’s attention and our resources. Even if we complete additional acquisitions, continued acquisition financing
may not be available or available on reasonable terms, any new businesses may not generate the anticipated level of revenues, the anticipated cost efficiencies, or synergies
may not be realized, and these businesses may not be integrated successfully or operated profitably. Our inability to successfully identify, execute, or effectively integrate
future acquisitions may negatively affect our results of operations.
C.
Risks Related to Pipeline and Facilities Assets, as well as our Pipelines and Oil and Gas Properties
C1.
Assessment of civil penalties by BOEM for our failure to satisfy orders to provide additional financial assurance (supplemental pipeline bonds) within the time period
prescribed.
To cover the various obligations of lessees and rights-of-way holders operating in federal waters of the Gulf of Mexico, BOEM evaluates an operator’s financial ability to
carry out present and future obligations to determine whether the operator must provide additional security beyond the statutory bonding requirements. Such obligations
include the cost of plugging and abandoning wells and decommissioning pipelines and platforms at the end of production or service activities. Once plugging and
abandonment work has been completed, the collateral backing the financial assurance is released by BOEM.
BDPL historically maintained $0.9 million in financial assurance to BOEM for the decommissioning of its trunk pipeline offshore in federal waters. Following an agency
restructuring of the financial assurance program, in March 2018 BOEM ordered BDPL to provide additional financial assurance totaling approximately $4.8 million for five
(5) existing pipeline rights-of-way. In June 2018, BOEM issued BDPL INCs for each right-of-way that failed to comply. BDPL appealed the INCs to the IBLA. Although the
IBLA granted multiple extension requests, the Office of the Solicitor of the U.S. Department of the Interior indicated that BOEM would not consent to further extensions.
The solicitor’s office signaled that BDPL’s adherence to milestones identified in an August 2019 meeting between management and BSEE may help in future discussions
with BOEM related to the INCs. Decommissioning of these assets will significantly reduce or eliminate the amount of financial assurance required by BOEM, which may
serve to partially or fully resolve the INCs. Decommissioning of these assets was delayed due to our cash constraints associated with historical net losses and the ongoing
impact of COVID-19. We cannot currently estimate when decommissioning may occur.
BDPL’s pending appeal of the BOEM INCs does not relieve BDPL of its obligations to provide additional financial assurance or of BOEM’s authority to impose financial
penalties. There can be no assurance that we will be able to meet additional financial assurance (supplemental pipeline bond) requirements. If BDPL is required by BOEM to
provide significant additional financial assurance (supplemental pipeline bonds) or is assessed significant penalties under the INCs, we will experience a significant and
material adverse effect on our operations, liquidity, and financial condition.
We are currently unable to predict the outcome of the BOEM INCs. Accordingly, we did not record a liability on our consolidated balance sheets as of December 31, 2021
and 2020. At both December 31, 2021 and 2020, BDPL maintained approximately $0.9 million in credit and cash-backed pipeline rights-of-way bonds issued to BOEM.
C2.
Assessment of civil penalties by BSEE for our failure to decommission pipeline and platform assets within the time periods prescribed.
BDPL has pipelines and platform assets that are subject to BSEE’s idle iron regulations. Idle iron regulations mandate lessees and rights-of-way holders to permanently
abandon and/or remove platforms and other structures when they are no longer useful for operations. Until such structures are abandoned or removed, lessees and rights-of-
way holders are required to inspect and maintain the assets in accordance with regulatory requirements.
In December 2018, BSEE issued an INC to BDPL for failure to flush and fill Pipeline Segment No. 13101. Management met with BSEE in August 2019 to address BDPL’s
plans with respect to decommissioning its offshore pipelines and platform assets. BSEE proposed that BDPL re-submit pipeline and platform decommissioning permit
applications, including a safe boarding plan, by February 2020. BDPL submitted permit applications to BSEE in February 2020 and the USACOE in March 2020. In April
2020, BSEE issued another INC to BDPL for failure to perform the required structural surveys for the GA-288C Platform. BDPL completed the required platform surveys in
June 2020. Abandonment operations were delayed due to our cash constraints associated with historical net losses and the ongoing impact of COVID-19. We cannot
currently estimate when decommissioning may occur.
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Risk Factors
Lack of permit approvals does not relieve BDPL of its obligations to remedy the BSEE INCs or of BSEE’s authority to impose financial penalties. If BDPL fails to complete
decommissioning of the offshore pipelines and platform assets and/or remedy the INCs within a timeframe determined to be prudent by BSEE, BDPL could be subject to
regulatory oversight and enforcement, including but not limited to failure to correct an INC, civil penalties, and revocation of BDPL’s operator designation, which could have
a material adverse effect on our earnings, cash flows and liquidity.
We are currently unable to predict the outcome of the BSEE INCs. Accordingly, we have not recorded a liability on our consolidated balance sheet as of December 31, 2020.
At December 31, 2021 and 2020, BDPL maintained $3.5 million and $2.4 million, respectively, in AROs related to abandonment of these assets.
D.
Risks Related to Our Common Stock
D1. Our stock price has experienced fluctuations and may continue to do so, resulting in a substantial loss in your investment.
The market for our Common Stock has been characterized by volatile prices. As a result, investors in our Common Stock may experience a decrease in the value of their
securities, including decreases unrelated to our operating performance or prospects. The market price of our Common Stock is likely to be highly unpredictable and subject
to wide fluctuations in response to various factors, many of which are beyond our control. These factors include:
·
·
·
·
·
·
·
Quarterly variations in our operating results and achievement of key business metrics.
Changes in the global economy and the local economies in which we operate.
Our ability to obtain working capital financing.
Changes in the federal, state, and local laws and regulations to which we are subject.
Market reaction to any acquisitions, joint ventures or strategic investments announced by us or our competitors.
The departure of any of our key executive officers and directors.
Future sales of our securities.
D2. Our stock price may decline due to sales of shares.
Affiliates sales of substantial amounts of our Common Stock, or the perception that these sales may occur, may adversely affect the price of our Common Stock and impede
our ability to raise capital through the issuance of equity securities in the future. Affiliates could elect in the future to request that we file a registration statement to them to
sell shares of our Common Stock. If Affiliates were to sell a large number of shares into the public markets, Affiliates could cause the price of our Common Stock to decline.
D3. We are authorized to issue up to a total of 20 million shares of our Common Stock and 2.5 million shares of preferred stock; issuance of additional shares would further
dilute the equity ownership of current holders and potentially dilute the share price of our Common Stock.
We periodically issue Common Stock to non-employee directors for services rendered to the Board and to Jonathan Carroll pursuant to the Guaranty Fee Agreements. In the
past, we have also issued Common Stock, Preferred Stock, convertible securities (such as convertible notes), and warrants in order to raise capital. We believe that it is
necessary to maintain a sufficient number of available authorized shares of our Common Stock and Preferred Stock to provide us with the flexibility to issue Common Stock
or Preferred Stock for business purposes that may arise as deemed advisable by our Board. These purposes could include, among other things, (i) future stock splits, which
may increase the liquidity of our shares; (ii) the sale of stock to obtain additional capital or to acquire other companies or businesses, which could enhance our growth
strategy or allow us to reduce debt if needed; and (iii) for other bona fide purposes. Our Board may authorize us to issue the available authorized shares of Common Stock or
Preferred Stock without notice to, or further action by, our stockholders, unless stockholder approval is required by law or the rules of the OTCQX.
The issuance of additional shares of Common Stock or new shares of Preferred Stock, convertible securities, and/or warrants may significantly dilute the equity ownership of
the current holders of our Common Stock, affect the rights of our stockholders, or could reduce the market price of our Common Stock. In addition, the issuance or sale of
large amounts of our Common Stock, or the potential for issuance or sale even if they do not actually occur, may have the effect of depressing the market price of our
Common Stock.
D4.
Shares eligible for future sale pursuant to Rule 144 may adversely affect the market.
From time to time, certain of our stockholders may be eligible to sell all or some of their shares of Common Stock by means of ordinary brokerage transactions in the open
market pursuant to Rule 144 promulgated under the Securities Act, subject to certain limitations. In general, pursuant to Rule 144, stockholders who have been non-affiliates
for the preceding three months may sell shares of our Common Stock freely after six months subject only to the current public information requirement. Affiliates may sell
shares of our Common Stock after six months subject to the Rule 144 volume, manner of sale, current public information, and notice requirements. Any substantial sales of
our Common Stock pursuant to Rule 144 may have a material adverse effect on the market price of our Common Stock.
Blue Dolphin Energy Company
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Table of Contents
Risk Factors
D5. We do not expect to pay cash dividends in the foreseeable future and therefore investors should not anticipate cash dividends on their investment.
Under certain of our secured loan agreements, we are restricted from declaring or paying any dividend on our Common Stock without the prior written consent of the lender.
We have historically not declared any dividends on our Common Stock and there can be no assurance that cash dividends will ever be paid on our Common Stock.
D6. We do not currently have a chief financial officer; and failure to maintain effective internal controls in accordance with Section 404(a) of the Sarbanes-Oxley Act could
result in material weaknesses in our internal controls and have a material adverse effect on our business and stock price.
As a publicly traded company, we are required to comply with the SEC’s rules implementing Sections 302 and 404(a) of the Sarbanes-Oxley Act, which requires
management to certify financial and other information in our quarterly and annual reports and provide an annual management report on the effectiveness of controls over
financial reporting. Jonathan Carroll, our Chief Executive Officer, also serves as our principal financial and principal accounting officer. Although we review our internal
controls over financial reporting in order to ensure compliance with Section 404 requirements, having a chief financial officer would reduce the likelihood of errors related to
the recording, disclosure, and presentation of consolidated financial information in quarterly, annual, and other filings. Material weaknesses could result in an adverse
reaction in the financial marketplace due to a loss of investor confidence in the reliability of our financial statements, which ultimately could negatively impact our stock
price.
There are inherent limitations in the effectiveness of any control system, including the potential for human error and the possible circumvention or overriding of controls and
procedures. Additionally, judgments in decision-making can be faulty and breakdowns can occur because of a simple error or mistake. An effective control system can
provide only reasonable, not absolute, assurance that the control objectives of the system are adequately met. Accordingly, management does not expect that the control
system can prevent or detect all errors or fraud. Further, projections of any evaluation or assessment of effectiveness of a control system to future periods are subject to the
risks that, over time, controls may become inadequate because of changes in an entity’s operating environment or deterioration in the degree of compliance with policies or
procedures.
As previously reported, for the twelve months ended December 31, 2020, management’s evaluation of our internal controls determined they were ineffective because there
was not a process in place for formal review of manual journal entries. In addition, we lacked resources to handle complex accounting transactions. Management took steps
during 2020 and 2021 to remediate the identified deficiencies. As a result, for the twelve months ended December 31,2021, management’s evaluation of our internal controls
over financial reporting determined they were effective.
Remainder of Page Intentionally Left Blank
Blue Dolphin Energy Company
December 31, 2021 │Page 29
Table of Contents
Properties and Legal Proceedings
ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
ITEM 2. PROPERTIES
An Affiliate operates and manages all our properties under the Amended and Restated Operating Agreement. Our owned facilities have been constructed or acquired over a period
of years and vary in age and operating efficiency. We believe that all our properties and facilities are adequate for our operations and that are facilities are adequately maintained. At
our corporate headquarters, BDSC leases 7,675 square feet of office space in Houston, Texas. The location and general description of our other properties are described within
refinery operations, tolling and terminaling, and inactive operations discussions in “Part I, Item 1. Business”.
BDSC Office Lease Default
In March 2021, BDSC defaulted on the office lease due to non-payment of rent. In May 2021, BDSC and TR 801 Travis LLC (“Building Lessor”) reached an agreement to cure
BDSC’s office lease default. Under the terms of a fourth amendment to the office lease, Building Lessor agreed to defer BDSC’s past due obligations, including rent installments
and other charges totaling approximately $0.1 million (the “Past Due Obligations”), in equal monthly installments beginning in June 2021, and continuing through lease expiration
The Past Due Obligations are subject to an annual percentage rate of 4.50%. BDSC’s monthly base rent including the prorated portion of the Past Due Obligations is $0.02 million.
Building Lessor notified BDSC in an October 11, 2021 letter of a new default under the office lease due to non-payment of rent. As of the filing date of this report, BDSC was in
default related to required monthly base rent including Past Due Obligations from April 2021 to March 2022. Default under the office lease permits Building Lessor to declare the
amounts owed under the office lease immediately due and payable, exercise its rights concerning collateral securing obligors’ obligations under the office lease, including property
placed in or upon the leased premises, and exercise any other rights and remedies available. Although BDSC intends to cure the lease default, we can provide no assurance that our
efforts will be successful.
See “Part I, Item 1. Business” for additional disclosures related to our properties, leases, decommissioning obligations, and assets pledged as collateral.
ITEM 3. LEGAL PROCEEDINGS
In the ordinary course of business, we are involved in legal matters incidental to the routine operation of our business, such as mechanic’s liens and contract-related disputes. We
may also become party to lawsuits, administrative proceedings, and governmental investigations, including environmental, regulatory, and other matters. Large, and sometimes
unspecified, damages or penalties may be sought from us in some matters and certain matters may require years to resolve. Although we cannot provide assurance, we believe that
an adverse resolution of the matters described below would not have a material impact on our liquidity, consolidated financial position, or consolidated results of operations.
Unresolved Matters
BOEM Additional Financial Assurance (Supplemental Pipeline Bonds). To cover the various obligations of lessees and rights-of-way holders operating in federal waters of the
Gulf of Mexico, BOEM evaluates an operator’s financial ability to carry out present and future obligations to determine whether the operator must provide additional security
beyond the statutory bonding requirements. Such obligations include the cost of plugging and abandoning wells and decommissioning pipelines and platforms at the end of
production or service activities. Once plugging and abandonment work has been completed, the collateral backing the financial assurance is released by BOEM.
BDPL historically maintained $0.9 million in financial assurance to BOEM for the decommissioning of its trunk pipeline offshore in federal waters. Following an agency
restructuring of the financial assurance program, in March 2018 BOEM ordered BDPL to provide additional financial assurance totaling approximately $4.8 million for five (5)
existing pipeline rights-of-way. In June 2018, BOEM issued BDPL INCs for each right-of-way that failed to comply. BDPL appealed the INCs to the IBLA. Although the IBLA
granted multiple extension requests, the Office of the Solicitor of the U.S. Department of the Interior indicated that BOEM would not consent to further extensions. The solicitor’s
office signaled that BDPL’s adherence to milestones identified in an August 2019 meeting between management and BSEE may help in future discussions with BOEM related to
the INCs. Decommissioning of these assets will significantly reduce or eliminate the amount of financial assurance required by BOEM, which may serve to partially or fully resolve
the INCs. Decommissioning of these assets was delayed due to our cash constraints associated with historical net losses and the ongoing impact of COVID-19. We cannot currently
estimate when decommissioning may occur.
Blue Dolphin Energy Company
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Properties and Legal Proceedings
BDPL’s pending appeal of the BOEM INCs does not relieve BDPL of its obligations to provide additional financial assurance or of BOEM’s authority to impose financial penalties.
There can be no assurance that we will be able to meet additional financial assurance (supplemental pipeline bond) requirements. If BDPL is required by BOEM to provide
significant additional financial assurance (supplemental pipeline bonds) or is assessed significant penalties under the INCs, we will experience a significant and material adverse
effect on our operations, liquidity, and financial condition.
We are currently unable to predict the outcome of the BOEM INCs. Accordingly, we did not record a liability on our consolidated balance sheets as of December 31, 2021 and
2020. At both December 31, 2021 and 2020, BDPL maintained approximately $0.9 million in credit and cash-backed pipeline rights-of-way bonds issued to BOEM.
TCEQ Proposed Agreed Order. In October 2021, LRM received a proposed agreed order from the TCEQ for alleged solid and hazardous waste violations discovered during an
investigation from January 29, 2020 to March 2, 2020. The proposed agreed order assesses an administrative penalty of approximately $0.4 million and identifies actions needed to
correct the alleged violations. We are currently seeking to negotiate a reduced penalty amount. However, we recorded a liability for the maximum proposed amount of $0.4 million
on our consolidated balance sheet as of December 31, 2021.
Pilot Dispute Related to Set-Off Payments. On October 4, 2021, NPS repaid all obligations owed to Pilot under the Amended Pilot Line of Credit. However, in a letter from NPS to
Pilot dated October 28, 2021, NPS disputed approximately $0.3 million in payments NPS believes Pilot misapplied as part of the Amended Pilot Line of Credit setoff. As of the
filing date of this report, the amount remained in dispute between the parties.
Defaults under Secured Loan Agreements. We are currently in default under certain of our secured loan agreements with third parties and related parties. See “Part II, Item 8.
Financial Statements and Supplementary Data – Notes (1), (3), (10), and (11)” for additional disclosures related to third-party and related-party debt, defaults on such debt, and the
potential effects of such defaults on our business, financial condition, and results of operations. If third parties exercise their rights and remedies due to defaults under our secured
loan agreements, our business, financial condition, and results of operations will be materially adversely affected.
Counterparty Contract-Related Dispute. As of the filing date of this report, we were involved in a contract-related dispute with Tartan involving a revenue sharing-arrangement for
the storage and sale of crude oil. Management is working to resolve the dispute amicably, however, the potential outcome is unknown. Management does not believe that the
contract-related dispute will have a material adverse effect on our financial position, earnings, or cash flows. However, there can be no assurance that management’s efforts will
result in a manageable outcome.
Resolved Matters
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
Blue Dolphin Energy Company
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Table of Contents
Market for Equity, Stockholder Matters and Purchases of Equity Securities
PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Market Information
Our Common Stock trades on the OTCQX U.S. tier of the OTC Markets under the ticker symbol “BDCO.” The following table sets forth, for the quarterly periods indicated, the
high and low bid prices for our Common Stock as reported by the OTC Market Report published by OTC Markets Group Inc. The quotations reflect inter-dealer prices, without
adjustment for retail mark-ups, markdowns or commissions and may not represent actual transactions.
High Bid
Low Bid
High Bid
Low Bid
2021
December 31
September 30
June 30
March 31
$
$
$
$
0.40 $
0.44 $
0.57 $
0.63 $
2020
0.22
0.22
0.33
0.23 March 31
December 31
September 30
June 30
$
$
$
$
0.39 $
0.51 $
0.53 $
0.55 $
0.11
0.25
0.35
0.35
At both December 31, 2021 and 2020, we had 12,693,514 shares of Common Stock outstanding. Affiliates controlled approximately 82% of the voting power of our Common Stock
as of the filing date of this report. See “Part I, Item 1A. Risk Factors” for risks associated with investments in our Common Stock.
Stockholders
At March 31, 2022, we had approximately 270 record holders and approximately 3,000 beneficial holders of our Common Stock.
Dividends
Under certain of our secured loan agreements, we are restricted from declaring or paying any dividend on our Common Stock without the prior written consent of the lender. We
have not declared any dividends on our Common Stock during the last two fiscal years.
Sales of Unregistered Securities
Set forth below is information regarding the sale or issuance of shares of Common Stock by us for the twelve months ended December 31, 2021 and 2020 that were not registered
under the Securities Act:
·
·
On April 30, 2020, we issued an aggregate of 231,065 restricted shares of Common Stock to Jonathan Carroll, which represents payment of the common stock component of
guaranty fees for the period November 2019 through March 2020. Due to price differences between the shares’ cost basis and the trading price of Blue Dolphin’s common
stock on the transaction settlement date, we recorded income of approximately $0.03 million related to the share issuance.As a condition for our secured loan agreements
with Veritex, Mr. Carroll was required to personally guarantee repayment of borrowed funds and accrued interest. Under the guaranty fee agreements, Mr. Carroll is entitled
to receive guaranty fees. The fees are payable 50% in cash and 50% in Common Stock. The Common Stock portion is paid periodically. For the foreseeable future,
management does not intend to pay Mr. Carroll the cash portion due to Blue Dolphin’s working capital deficits. The cash portion will continue to accrue and be added to the
outstanding principal balance owed to Mr. Carroll under the March Carroll Note.
On April 30, 2020, we also issued an aggregate of 135,084 restricted shares of Common Stock to certain of our non-employee, independent directors, which represents
payment for services rendered to the Board for the three-month periods ended September 30, 2018, March 31, 2019, September 30, 2019, and March 31, 2020. Due to price
differences between the shares’ cost basis and the trading price of Blue Dolphin’s common stock on the transaction settlement date, we recorded income of approximately
$0.05 million related to the share issuance.
The sale and issuance of the securities were exempt from registration under the Securities Act in reliance on Section 4(a)(2) of the Securities Act. For the foreseeable future,
management does not intend on paying Mr. Carroll the cash portion of guaranty fees due to Blue Dolphin’s working capital deficits. The cash portion will continue to be accrued
and added to the principal balance of the March Carroll Note. See “Part II, Item 8. Financial Statements and Supplementary Data – Note (3)” for additional disclosures related to
Affiliates and working capital deficits, as well as for information related to the guaranty fee agreements.
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Market for Equity, Stockholder Matters and Purchases of Equity Securities
ITEM 6. SELECTED FINANCIAL DATA
[Reserved]
Blue Dolphin Energy Company
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Management’s Discussion and Analysis
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Management’s Discussion and Analysis is our analysis of our financial performance, financial condition, and significant trends that may affect future performance. All statements in
this section, other than statements of historical fact, are forward-looking statements that are inherently uncertain. See “Important Information Regarding Forward-Looking
Statements” and “Risk Factors” for a discussion of the factors that could cause actual results to differ materially from those projected in these statements.
Overview
Blue Dolphin is an independent downstream energy company operating in the Gulf Coast region of the United States. Our 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. Our assets are primarily organized in two segments: refinery operations
(owned by LE) and tolling and terminaling services (owned by LRM and NPS). Subsidiaries that are reflected in corporate and other include BDPL (inactive pipeline assets), BDPC
(inactive leasehold interests in oil and gas wells), and BDSC (administrative services). See “Part II, Item 8. Financial Statements and Supplementary Data – Note (4)” for more
information related to our business segments and properties. Blue Dolphin was formed in 1986 as a Delaware corporation and is traded on the OTCQX under the ticker symbol
“BDCO”.
Affiliates
Affiliates controlled approximately 82% of the voting power of our Common Stock as of the filing date of this report. An Affiliate operates and manages all Blue Dolphin properties
and has historically funded working capital requirements during periods of working capital deficits, and an Affiliate is a significant customer of our refined products. Blue Dolphin
and certain of its subsidiaries are currently parties to a variety of agreements with Affiliates. See “Part II, Item 8. Financial Statements and Supplementary Data – Note (3)” for
additional disclosures related to Affiliate agreements and arrangements and risks associated with working capital deficits.
General Trends and Outlook
We anticipate that our business will continue to be affected by the following key factors. Our expectations are based on assumptions made by us and information currently available
to us. To the extent our underlying assumptions about, or interpretations of, available information prove to be incorrect, our actual results may vary materially from our expected
results.
COVID-19 Pandemic. In March 2020, the WHO declared the outbreak of COVID-19 a pandemic, and the U.S. economy began to experience pronounced adverse effects as a result
of the global outbreak. COVID-19 has disrupted the U.S. economy since the first quarter of 2020 and immediately resulted in a decline in demand for our products. We began to see
improvement in demand for our refined products beginning late in the second half of 2020, which continued through 2021. Despite worldwide advances in containment of the virus
and incremental economic market recovery throughout 2021, COVID-19 continues to be dynamic, and near-term economic and other challenges remain. The COVID-19 pandemic
continues to evolve, and the extent to which the pandemic may impact our business, financial condition, liquidity, results of operations, and prospects will depend highly on future
developments, which are very uncertain and cannot be predicted with confidence.
Under earlier state and federal mandates that regulated business closures, our business was deemed an essential business and, as such, remained open. Although uncertainties exist
with respect to the future impact of the pandemic, we expect to continue operating with minimal disruptions. We have instituted various initiatives throughout the company as part
of our business continuity programs, and we are working to mitigate risk when disruptions occur. Personnel safety continues to be prioritized through cleaning procedures, social
distancing guidelines, personal protection equipment, outside visitor limitations, and remote working for all corporate personnel.
Commodity Prices. In February 2022, Russia invaded neighboring Ukraine. The conflict has caused turmoil in global markets, resulting in higher oil prices, and injected even more
uncertainty into a worldwide economy recovering from the effects of COVID-19. Given the evolving conflict, there are many unknown factors and events that could materially
impact our operations. These events have and continue to impact commodity prices, which could have a material effect on our earnings, cash flows, and financial condition. In the
short-term, commodity price fluctuations are highly uncertain. Actual price outcomes will be dependent on the degree to which existing sanctions imposed on Russia, any potential
future sanctions, and independent corporate actions affect Russia’s oil production or the sale of Russia’s oil in the global market. In addition, the degree to which other oil producers
respond to current oil prices, as well as the effects macroeconomic developments might have on global oil demand, will be important for oil price formation in the coming months.
Liquidity and Access to Capital Markets. We continue to actively explore additional financing to meet working capital needs or refinance and restructure debt. During the twelve
months ended December 31, 2021 and 2020, we successfully secured $10.5 million and $0.3 million, respectively, in working capital through CARES Act loans. In addition,
subsequent to the period covered by this report, we secured an additional $1.5 million in working capital through modification of the existing BDEC Term Loan Due 2051. There
can be no assurance that we will be able to raise additional capital on acceptable terms, or at all. If we are unable to raise sufficient additional capital, we may not, in the short term,
be able to purchase crude oil and condensate or meet debt payment obligations. In the long term, we may not be able to withstand business disruptions, such as from COVID-19, or
execute our business strategy. We may have to consider other options, such as selling assets, raising additional debt or equity capital, seeking bankruptcy protection, or ceasing
operations.
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Management’s Discussion and Analysis
Changes in Regulations. Our operations and the operations of our customers have been, and will continue to be, affected by political developments and federal, state, tribal, local,
and other laws and regulations that are becoming more numerous, more stringent, and more complex. These laws and regulations include, among other things, permitting
requirements, environmental protection measures such as limitations on methane and other GHG emissions, and renewable fuels standards. The number and scope of the regulations
with which we and our customers must comply has a meaningful impact on our and their businesses, and new or revised regulations, reinterpretations of existing regulations, and
permitting delays or denials could adversely affect the profitability of our assets.
Business Strategy and Accomplishments
Our primary business objective is to improve our financial profile by executing the below strategies, modified as necessary, to reflect changing economic conditions and other
circumstances:
Optimize
Existing
Asset Base
Improve
Operational
Efficiencies
· Maintain safe operations and enhance health, safety, and environmental systems.
· Planning and managing turnarounds and downtime.
· Reduce or streamline variable costs incurred in production.
· Increase throughput capacity and optimize product slate.
· Increase tolling and terminaling revenue.
Seize Market
Opportunities
· Leverage existing infrastructure to engage in renewable energy projects.
· Take advantage of market opportunities as they arise.
Optimize Existing Asset Base. Management is committed to maintaining the safe and reliable operation of Nixon facility. We successfully balanced protecting personnel from
exposure to COVID-19 with ensuring adequate staffing levels to operate the plant. Although the refinery experienced 42 days downtime during the twelve-month period ended 2020
due to the impact of COVID-19, management efficiently used more than half of the downtime (22 days) to safely complete a planned maintenance turnaround and perform repairs
and maintenance on boilers, heaters, and an exchanger. Despite the continued impact of COVID-19, downtime during the twelve-month period ended 2021 significantly decreased
to 23 days. Of the 23 days of downtime in 2021, 10 days related to a power failure due to Winter Storm Uri.
Improve Operational Efficiencies. Given the impact of COVID-19, management focused on optimizing receivables and payables by prioritizing payments, optimizing inventory
levels based on demand, monitoring discretionary spending, and delaying capital expenditures. These austerity measures, combined with maintenance and repair activities, gave rise
to improved refinery throughput, production, and sales during the twelve-months ended December 31, 2021 compared to 2020.
Seize Market Opportunities. We intend to be a proactive participant in the transition to a lower carbon energy future. In March 2021, we announced plans to leverage our existing
infrastructure to establish adjacent lines of business, capture growing market opportunities, and capitalize on green energy growth. During 2021, we explored several potential
commercial partnerships and will continue these efforts throughout 2022. While we believe our renewable energy strategy successfully aligns with our long-term growth strategy
and financial and operational priorities, they are aspirational and may change, and there is no guarantee that we will achieve our objectives.
Successful execution of our business strategy depends on several factors. These factors include (i) having adequate working capital to meet operational needs and regulatory
requirements, (ii) maintaining safe and reliable operations at the Nixon facility, (iii) meeting contractual obligations, (iv) having favorable margins on refined products, and (v)
collaborating with new partners to develop and finance clean energy projects. Our business strategy involves risks. Accordingly, we cannot assure investors that our plans will be
successful.
We regularly engage in discussions with third parties regarding possible joint ventures, asset sales, mergers, and other potential business combinations. However, we do not
anticipate any material activities outside of renewable energy-related projects in the foreseeable future. Management determined that conditions exist that raise substantial doubt
about our ability to continue as a going concern due to defaults under our secured loan agreements, substantial current debt, margin volatility, historical net losses and working
capital deficits. A ‘going concern’ opinion could impair our ability to finance our operations by selling equity, incurring debt, or other financing alternatives. Our ability to continue
as a going concern depends on sustained positive operating margins and working capital to sustain operations, purchase of crude oil and condensate, and payments on long-term
debt. If we cannot achieve these goals, we may have to cease operating or seek bankruptcy protection.
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Management’s Discussion and Analysis
Results of Operations
A discussion and analysis of the factors contributing to our consolidated financial results of operations is presented below and should be in read in conjunction with our financial
statements in “Part II, Item 8. Financial Statements and Supplementary Data”. The financial statements, together with the following information, are intended to provide investors
with a reasonable basis for assessing our historical operations, but they should not serve as the only criteria for predicting future performance.
Major Influences on Results of Operations. Our results of operations and liquidity are highly dependent upon the margins that we receive for our refined products. The dollar per
bbl commodity price difference between crude oil and condensate (input) and refined products (output) is the most significant driver of refining margins, and they have historically
been subject to wide fluctuations. When the spread between these commodity prices decreases, our margins are negatively affected. To improve margins, we must maximize yields
of higher value finished petroleum products and minimize costs of feedstocks and operating expenses. Although an increase or decrease in the commodity price for crude oil and
other feedstocks generally results in a similar increase or decrease in commodity prices for finished petroleum products, typically there is a time lag between the two. The effect of
crude oil commodity price changes on our finished petroleum product commodity prices therefore depends, in part, on how quickly and how fully the market adjusts to reflect these
changes. Unfavorable margins may have a material adverse effect on our earnings, cash flows, and liquidity.
Since the beginning of 2020, the COVID-19 pandemic disrupted economies around the world, including the oil and gas industry in which we operate. The rapid spread of the virus
led to the implementation of various responses, including federal, state, and local government-imposed quarantines, shelter-in-place mandates, sweeping restrictions on travel, and
other public health and safety measures. Actions by members of OPEC and other producer countries in 2020 concerning oil production and pricing significantly impacted supply
and demand in global oil and gas markets, which impacted our operational and financial performance. In particular, we experienced net losses due to unfavorable margins per bbl
and significantly lower sales volume due to significant refinery downtime. Global oil prices and refined product demand recovered somewhat in 2021 compared to 2020 as COVID-
19 cases stabilized, mortality rates decreased, and availability and inoculation rates of vaccines increased. However, recovery of jet fuel demand lagged that of other refined
products as airline travel restrictions and consumer hesitancy to fly during the pandemic continued. Despite the uptick in market conditions during the second half of 2021, overall,
we experienced operating and net losses due to unfavorable margins and lower sales volume, which affected our liquidity. Cash constraints adversely impacted the frequency of
crude oil acquisition, debt payments, and abandonment of pipeline and facilities assets.
The extent to which the continued COVID-19 pandemic will impact our operations depends on future developments, which are highly uncertain and cannot be predicted with
confidence, including the duration of the pandemic, additional or modified government actions, new information that may emerge concerning variants, actions taken to contain the
spread of COVID-19 and treat its impact, and the availability and acceptance of vaccines to mitigate such spread, among others.
In February 2022, Russia invaded neighboring Ukraine. The conflict has caused turmoil in global markets, resulting in higher oil prices, and injected even more uncertainty into a
worldwide economy recovering from the effects of COVID-19. Given the evolving conflict, there are many unknown factors and events that could materially impact our operations.
The Russian conflict with Ukraine and the COVID-19 pandemic continue to evolve, and the extent to which these events may impact our business, financial condition, liquidity,
results of operations, and prospects will depend highly on future developments, which are very uncertain and cannot be predicted with confidence.
How We Evaluate Our Operations. Management uses certain financial and operating measures to analyze segment performance. These measures are significant factors in assessing
our operating results and profitability and include: segment contribution margin (deficit), and refining gross profit (deficit) per bbl, tank rental revenue, operation costs and
expenses, refinery throughput and production data, and refinery downtime. Segment contribution margin (deficit) and refining gross profit (deficit) per bbl are non-GAAP measures.
Segment Contribution Margin (Deficit) and Refining Gross Profit (Deficit) per Bbl
Segment contribution margin (deficit) is used to evaluate both refinery operations and tolling and terminaling while refining gross profit (deficit) per bbl is a refinery operations
benchmark. Both measures supplement our financial information presented in accordance with U.S. GAAP. Management uses these non-GAAP measures to analyze our results of
operations, assess internal performance against budgeted and forecasted amounts, and evaluate future impacts to our financial performance as a result of capital investments. Non-
GAAP measures have important limitations as analytical tools. These non-GAAP measures, which are defined in our glossary of terms, should not be considered a substitute for
GAAP financial measures. We believe these measures may help investors, analysts, lenders, and ratings agencies analyze our results of operations and liquidity in conjunction with
our U.S. GAAP results. See “Part II, Item 7. Management’s Discussion and Analysis and Results of Operations — Non-GAAP Reconciliations” and the financial statements within
“Part II, Item 8. Financial Statements and Supplementary Data” for a reconciliation of Non-GAAP measures to U.S. GAAP.
Tank Rental Revenue
Tolling and terminaling revenue primarily represents tank rental storage fees associated with customer tank rental agreements. As a result, tank rental revenue is one of the measures
management uses to evaluate the performance of our tolling and terminaling business segment.
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Management’s Discussion and Analysis
Operation Costs and Expenses
We manage operating expenses in tandem with meeting environmental and safety requirements and objectives and maintaining the integrity of our assets. Operating expenses are
comprised primarily of labor expenses, repairs and other maintenance costs, and utility costs. Expenses for refinery operations generally remain stable across broad ranges of
throughput volumes, but they can fluctuate from period to period depending on the mix of activities performed during that period and the timing of those expenses. Operation costs
for tolling and terminaling operations are relatively fixed.
Refinery Throughput and Production Data
The amount of revenue we generate from the refinery operations business segment primarily depends on the volumes of crude oil and refined products that we handle through our
processing assets and the volume sold to customers. These volumes are affected by the supply and demand of, and demand for, crude oil and refined products in the markets served
directly or indirectly by our assets, as well as refinery downtime.
Refinery Downtime
The Nixon refinery periodically experiences planned and unplanned temporary shutdowns. Any scheduled or unscheduled downtime will result in lost margin opportunity, potential
increased maintenance expense, and a reduction of refined products inventory, which could reduce our ability to meet our payment obligations.
Blue Dolphin Energy Company
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Table of Contents
Management’s Discussion and Analysis
Consolidated Results. Our consolidated results of operations include certain other unallocated corporate activities and the elimination of intercompany transactions and therefore do
not equal the sum of operating results of refinery operations and tolling and terminaling business segments.
Twelve Months Ended December 31, 2021 Versus December 31, 2020 (YE 2021 Versus YE 2020)
Overview. Net loss for YE 2021 was $12.8 million, or a loss of $1.01 per share,
compared to a net loss of $14.5 million, or a loss of $1.15 per share, for YE 2020. The
improvement in net loss was the result of improved margins per bbl and slightly higher
sales volume.
Impairment of Assets. During YE 2021 we recorded an impairment of $1.1 million
related to the remaining carrying value of asset retirement costs associated with our
pipeline and facilities assets. There was no impairment charge in YE 2020.
Total Revenue from Operations. Total revenue from operations increased significantly
to $300.8 million for YE 2021 from $174.8 million for YE 2020. The significant
increase related to a rise in refinery operations revenue driven by higher commodity
pricing per bbl on refined products sold and slightly higher sales volumes. During the
same comparative periods, tolling and terminaling revenue decreased by $0.5 million, or
nearly 12%, to $3.7 million.
Total Cost of Goods Sold. Total cost of goods sold increased nearly 70% to $300.0
million for YE 2021 from $176.9 million for YE 2020. The significant increase related
to higher commodity prices per bbl for crude oil and chemicals, slightly higher
throughput volume, and reduced refinery downtime in 2021.
Gross Profit (Deficit). Gross profit was $0.9 million for YE 2021 compared to a gross
deficit of $2.1 million for YE 2020. The improvement between the periods primarily
related to higher margins per bbl due to a positive shift in the commodity price market.
General and Administrative Expenses. General and administrative expenses increased
31% to $3.0 million in YE 2021 compared to $2.3 million in YE 2020. The increase
related to higher corporate insurance in YE 2021 compared to YE 2020.
Depletion, Depreciation and Amortization. Depletion, depreciation, and amortization
expenses for YE 2021 totaled $2.8 million compared to $2.7 million in YE 2020. The
nearly 4% increase primarily related to placing a petroleum storage tank in service.
Total Other Income (Expense). Total other expense in YE 2021 was $6.1 million
compared to $6.6 million in YE 2020, representing a decrease of $0.5 million. Total
other expense primarily relates to interest expense associated with our secured loan
agreements with Veritex, related-party debt, and the line of credit with Pilot. The
decrease between the comparative periods primarily related to paying off the Amended
Pilot Line of Credit.
Blue Dolphin Energy Company
December 31, 2021 │Page 38
Table of Contents
Management’s Discussion and Analysis
Refinery Operations. The refinery operations business segment is owned by LE. Assets within this segment consist of a light sweet-crude, 15,000-bpd crude distillation tower,
petroleum storage tanks, loading and unloading facilities, and approximately 56 acres of land. Refinery operations revenue is derived from refined product sales.
YE 2021 Versus YE 2020
· Refining gross deficit per bbl was $0.69 for YE 2021 compared to $1.60 for YE
2020, representing an improvement of $0.91 per bbl. The significant increase related to
improved margins, higher sales volume, and reduced refinery downtime in 2021.
· Segment contribution margin in YE 2021 improved $3.5 million to a deficit of $3.4
million from a deficit of $7.0 million in YE 2020. The improvement related to higher
margins per bbl and slightly higher sales volume in 2021.
· Refinery downtime improved significantly in YE 2021 to 23 days compared to 42
days in YE 2020. Refinery downtime in 2021 primarily related to lack of crude due to
cash constraints and a power loss during Winter Storm Uri. Comparatively, refinery
downtime in 2020 primarily related to lack of crude due to cash restraints, a
maintenance turnaround, and equipment repairs. Improved operating days in YE 2021
favorably impacted refinery throughput and production.
(1)
Net revenue excludes intercompany crude sales.
Tolling and Terminaling. Our tolling and terminaling business segment is owned by LRM and NPS. Assets within this segment include petroleum storage tanks and loading and
unloading facilities. Tolling and terminaling revenue is derived from tank storage rental fees, tolling and reservation fees for use of the naphtha stabilizer, and fees collected for
ancillary services, such as in-tank blending.
(1)
Net revenue excludes intercompany crude sales.
YE 2021 Versus YE 2020
· Tolling and terminaling net revenue decreased 12% in YE 2021 compared to YE 2020
primarily as a result of lower tank rental revenue.
· Intercompany fees and sales, which reflect fees associated with an intercompany
tolling agreement tied to naphtha volumes, increased in YE 2021 compared to YE 2020.
Naphtha sales volumes increased between the periods.
· Segment contribution margin in YE 2021 decreased nearly 12% to $4.3 million
compared to $4.9 million in YE 2020. The decrease related to lower revenue.
Blue Dolphin Energy Company
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Table of Contents
Management’s Discussion and Analysis
Non-GAAP Reconciliations
Reconciliation of Segment Contribution Margin (Deficit)
2021
2020
Refinery Operations
2021
2020
Tolling and Terminaling
2021
2020
Corporate and Other
2021
2020
Total
Twelve Months Ended December 31,
(in thousands)
Segment contribution margin (deficit)
General and administrative expenses(1)
Depreciation and amortization
Interest and other non-operating income (expenses),
net
Income (loss) before income taxes
Income tax expense
Income (loss) before income taxes
$
$
(3,436) $
(1,549)
(1,214)
(2,779)
(8,978)
-
(8,978) $
(6,984) $
(1,257)
(1,186)
4,349 $
(343)
(1,362)
4,932 $
(307)
(1,296)
(2,929)
(12,356)
-
(12,356) $
(1,649)
(2,546)
995
-
995 $
783
-
783 $
(197) $
(2,742)
(204)
(1,715)
(4,858)
-
(4,858) $
(169) $
(1,381) $
(204) $
(1,116)
$
(2,870)
(15)
(2,885) $
716 $
(4,634) $
(2,780) $
(6,143)
$
(12,841)
-
(12,841) $
(2,221)
(2,945)
(2,686)
(6,591)
(14,443)
(15)
(14,458)
(1)
General and administrative expenses within refinery operations include the LEH operating fee.
Capital Resources and Liquidity
We currently rely on revenue from operations, including sales of refined products and rental of petroleum storage tanks, Affiliates, and financing to meet our liquidity needs. Due to
defaults under our secured loan agreements, substantial current debt, margin volatility, historic net losses and working capital deficits, we have inadequate liquidity to sustain
operations. Our short-term working capital needs are primarily related to: (i) purchasing crude oil and condensate to operate the Nixon refinery, (ii) reimbursing LEH for direct
operating expenses and paying the LEH operating fee under the Amended and Restated Operating Agreement, (iii) servicing debt, (iv) maintaining and expanding the Nixon facility
through capital expenditures, and (v) meeting regulatory compliance mandates. Our long-term working capital needs are primarily related to repayment of long-term debt
obligations.
We remain focused on maintaining the safe and reliable operation of Nixon facility and conserving cash. The Russian conflict with Ukraine and the COVID-19 pandemic continue
to evolve, and the extent to which these events may impact our business, financial condition, liquidity, results of operations, and prospects will depend highly on future
developments, which are very uncertain and cannot be predicted with confidence.
Management believes it has made significant progress on bolstering liquidity through efforts including securing additional financing, aggressively evaluating all discretionary
spending, non-essential costs for near-term cost reductions; and where possible, modifying vendor and contractor payment terms. During the twelve months ended December 31,
2021 and 2020, we successfully secured $10.5 million and $0.3 million, respectively, in working capital through CARES Act loans. In addition, subsequent to the period covered by
this report, we secured an additional $1.5 million in working capital through modification of the existing BDEC Term Loan Due 2051. We continue to actively explore additional
financing to meet working capital needs or refinance and restructure debt.
There can be no assurance that we will be able to raise additional capital on acceptable terms, or at all. If we are unable to raise sufficient additional capital, we may not, in the short
term, be able to purchase crude oil and condensate or meet debt payment obligations. In the long term, we may not be able to withstand business disruptions, such as from COVID-
19, or execute our business strategy. We may have to consider other options, such as selling assets, raising additional debt or equity capital, seek bankruptcy protection, or cease
operating.
Working Capital
We had $78.5 million and $72.3 million in working capital deficits at December 31, 2021 and 2020, respectively. Excluding the current portion of long-term debt, we had $15.5
million and $22.6 million in working capital deficits at December 31, 2021 and 2020, respectively. Cash and cash equivalents totaled $0.01 and $0.5 million at December 31, 2021
and 2020, respectively. Restricted cash (current portion) totaled $0.05 million at both December 31, 2021 and 2020. Restricted cash, noncurrent totaled $0 and $0.5 million at
December 31, 2021 and 2020, respectively.
Blue Dolphin Energy Company
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Table of Contents
Management’s Discussion and Analysis
Sources and Use of Cash
Components of Cash Flows
Cash Flows Provided By (Used In):
Operating activities
Investing activities
Financing activities
Increase (Decrease) in Cash and Cash Equivalents
December 31,
2021
2020
(in thousands)
$
$
(6,056) $
-
5,002
(1,054) $
(3,901)
(1,085)
5,429
443
Cash Flow 2021 Compared to 2020
We had a cash flow deficit from operations of $6.1 million for YE 2021 compared to a cash flow deficit of $3.9 million for YE 2020. The significant reduction in cash flow from
operations in FY 2021 was due to payoff of the Pilot Amended Line of Credit in October 2021 and loss from operations. The cash flow deficit for YE 2020 primarily related to loss
from operations.
Capital Expenditures
During YE 2021, capital expenditures totaled $0. In FY 2020, we invested $1.1 million in capital expenditures. Capital expenditures in YE 2020 primarily related to: (i) a 13-day
maintenance turnaround and equipment repairs and (ii) completion of the Nixon Facility Expansion Project, which involved construction of nearly 1.0 million bbls of new
petroleum storage tanks, smaller efficiency improvements to the refinery, and acquisition of refurbished refinery equipment for future development. Maintenance and repair costs
were expensed as incurred.
We account for our capital expenditures in accordance with GAAP. We also classify capital expenditures as ‘maintenance’ if the expenditure maintains capacity or throughput or as
‘expansion’ if the expenditure increases capacity or throughput capabilities. Although classification is generally a straightforward process, in certain circumstances the
determination is a matter of management judgment and discretion.
We budget for maintenance capital expenditures throughout the year on a project-by-project basis. Projects are determined based on maintaining safe and efficient operations,
meeting customer needs, complying with operating policies and applicable law, and producing economic benefits, such as increasing efficiency and/or lowering future expenses.
Future Expected Capital Expenditures
Management is committed to maintaining the safe and reliable operation of the Nixon facility. Due to continued uncertainties related to the COVID-19 pandemic, we anticipate
little, if any, new capital expenditures in 2022.However, to the extent we are able to capitalize on green energy growth opportunities, capital expenditures may be financed through
project-based government loans.
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Table of Contents
Management’s Discussion and Analysis
Debt Overview.
The table below summarizes our principal contractual obligations at December 31, 2021, by expected settlement period.
Total Debt and Lease Obligations
Long-Term Debt(1)
Third-Party
Related-Party
Total Long-Term Debt
Lease Obligations
Less than
1 Year
Between
1 and 3
Years
Between
3 and 5
Years
(in thousands)
5 Years
and Later
Total
$
42,953 $
20,042
62,995
32 $
-
32
215
156
30 $
-
30
-
776 $
-
776
43,791
20,042
63,833
-
371
$
63,210 $
188 $
30 $
776 $
64,204
(1)
See “Part II, Item 8. Financial Statements and Supplementary Data – Notes (3), (10), and (11) for additional disclosures related to third-party and related-party debt.
Long-term debt excludes interest, which is estimated to be 12.1 million payable in less than 1 year, $0.1 million between one and three years, $0.1 million between
three and five years, and $0.5 million in five years and later.”
Net cash provided by financing activities was $5.0 million in YE 2021 compared to $5.4 million in YE 2020. Net proceeds from the issuance of debt totaled $10.5 million in YE
2021 compared to $0.4 million in YE 2020. In YE 2021, issuance of debt was associated with the NPS Term Loan Due 2031.
Principal payments on long-term debt totaled $4.7 million in YE 2021 compared to $3.9 million in YE 2020. For YE 2021 and YE 2020, principal and interest payments to Veritex
were $0.6 million and $0.9 million, respectively. For both YE 2021 and YE 2020, principal and interest payments to John Kissick and related parties were $0. From June 2020 to
October 2021, Pilot applied payments owed to NPS under two terminal services agreements against NPS’ payment obligations to Pilot under the Amended Pilot Line of Credit. For
YE 2021 and YE 2020, the tank lease payment setoff totaled $1.9 million and $1.3 million, respectively.
On October 4, 2021, NPS repaid all obligations owed to Pilot under the Amended Pilot Line of Credit. However, in a letter from NPS to Pilot dated October 28, 2021, NPS disputed
approximately $0.3 million in payments NPS believes Pilot misapplied as part of the Amended Pilot Line of Credit setoff. As of the filing date of this report, the amount remained
in dispute between the parties.
Debt Defaults. The majority of our debt is in default.
Third-Party Defaults
·
Veritex Loans – For YE 2021 and 2020, principal and interest payments to Veritex were $0.6 million and $0.9 million, respectively. As of the filing date of this report, LE
and LRM were in default under the LE Term Loan Due 2034 and LRM Term Loan Due 2034 for failing to make required monthly principal and interest payments and failing
to satisfy financial covenants. In addition, LE was in default under the LE Term Loan Due 2034 for failing to replenish a $1.0 million payment reserve account. Defaults
under the LE Term Loan Due 2034 and LRM Term Loan Due 2034 permit Veritex to declare the amounts owed under these loan agreements immediately due and payable,
exercise its rights concerning collateral securing obligors’ obligations under these loan agreements, and exercise any other rights and remedies available.
·
·
GNCU Loan – For the twelve-months ended December 31, 2021, interest only payments to GNCU were $0.01 million. As of the filing date of this report, NPS was in default
under the NPS Term Loan Due 2031 for failing to satisfy financial covenants.
Amended Pilot Line of Credit – On October 4, 2021, NPS repaid all obligations owed to Pilot under the Amended Pilot Line of Credit. However, in a letter from NPS to Pilot
dated October 28, 2021, NPS disputed approximately $0.3 million in payments NPS believes Pilot misapplied as part of the Amended Pilot Line of Credit setoff. As of the
filing date of this report, the amount remained in dispute between the parties.
From June 2020 to October 2021, Pilot applied payments owed to NPS under two terminal services agreements against NPS’ payment obligations to Pilot under the
Amended Pilot Line of Credit. For YE 2021 and 2020, the tank lease payment setoff totaled $1.9 million and $1.3 million, respectively. The amount of interest NPS incurred
under the Amended Pilot Line of Credit totaled $0.7 million and $1.4 million, respectively, for YE 2021 and 2020.
Blue Dolphin Energy Company
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Table of Contents
Management’s Discussion and Analysis
·
Kissick Debt – Under a 2015 subordination agreement, John Kissick agreed to subordinate his right to payments, as well as any security interest and liens on the Nixon
facility’s business assets, in favor of Veritex as holder of the LE Term Loan Due 2034. To date, LE has made no payments under the subordinated Kissick Debt. Mr. Kissick
has taken no action due to the non-payment. As of the filing date of this report, defaults under the Kissick Debt related to payment of past due obligations at maturity.
We can provide no assurance that: (i) our assets or cash flow will be sufficient to fully repay borrowings under our secured loan agreements, either upon maturity or if accelerated,
(ii) LE, LRM, and NPS will be able to refinance or restructure the debt, and/or (iii) third parties will provide future default waivers. Defaults under our secured loan agreements and
any exercise by third parties of their rights and remedies related to such defaults may have a material adverse effect on the trading prices of our Common Stock and on the value of
an investment in our Common Stock, and holders of our Common Stock could lose their investment in our Common Stock in its entirety. Management maintains ongoing dialogue
with lenders regarding defaults and potential restructuring and refinance opportunities.
Related-Party Defaults
·
Notes and Loan Agreement – As of the filing date of this report, Blue Dolphin was in default concerning past due payment obligations under the March Carroll Note, March
Ingleside Note, and June LEH Note. As of the same date, BDPL was also in default related to past due payment obligations under the BDPL-LEH Loan Agreement.
Affiliates controlled approximately 82% of the voting power of our Common Stock as of the filing date of this report, an Affiliate operates and manages all Blue Dolphin
properties, an Affiliate is a significant customer of our refined products, and we borrow from Affiliates during periods of working capital deficits.
Concentration of Customers Risk. We routinely assess the financial strength of our customers and have not experienced significant write-downs in accounts receivable balances.
We believe that our accounts receivable credit risk exposure is limited.
Twelve Months Ended
December 31, 2021
December 31, 2020
Number
Significant
Customers
% Total
Revenue from
Operations
Portion of
Accounts
Receivable
at December
31,
3
3
71.9% $
70.8% $
0
0
One of our significant customers is LEH, an Affiliate. Due to a HUBZone certification, the Affiliate purchases our jet fuel under a Jet Fuel Sales Agreement and bids on jet fuel
contracts under preferential pricing terms. The Affiliate accounted for 29.9% and 28.7% of total revenue from operations for the twelve months ended December 31, 2021, and
2020, respectively. The Affiliate represented $0 in accounts receivable at both December 31, 2021, and 2020, respectively. See “Part I, Item 1A. Risk Factors” and “Part II, Item 8.
Financial Statements and Supplementary Data – Notes (3) and (16)” for additional disclosures related to Affiliate agreements, arrangements, and risk.
BOEM Additional Financial Assurance (Supplemental Pipeline Bonds)
To cover the various obligations of lessees and rights-of-way holders operating in federal waters of the Gulf of Mexico, BOEM evaluates an operator’s financial ability to carry out
present and future obligations to determine whether the operator must provide additional security beyond the statutory bonding requirements. Such obligations include the cost of
plugging and abandoning wells and decommissioning pipelines and platforms at the end of production or service activities. Once plugging and abandonment work has been
completed, the collateral backing the financial assurance is released by BOEM.
BDPL historically maintained $0.9 million in financial assurance to BOEM for the decommissioning of its trunk pipeline offshore in federal waters. Following an agency
restructuring of the financial assurance program, in March 2018 BOEM ordered BDPL to provide additional financial assurance totaling approximately $4.8 million for five (5)
existing pipeline rights-of-way. In June 2018, BOEM issued BDPL INCs for each right-of-way that failed to comply. BDPL appealed the INCs to the IBLA. Although the IBLA
granted multiple extension requests, the Office of the Solicitor of the U.S. Department of the Interior indicated that BOEM would not consent to further extensions. The solicitor’s
office signaled that BDPL’s adherence to milestones identified in an August 2019 meeting between management and BSEE may help in future discussions with BOEM related to
the INCs. Decommissioning of these assets will significantly reduce or eliminate the amount of financial assurance required by BOEM, which may serve to partially or fully resolve
the INCs. Decommissioning of these assets was delayed due to our cash constraints associated with historical net losses and the ongoing impact of COVID-19. We cannot currently
estimate when decommissioning may occur.
BDPL’s pending appeal of the BOEM INCs does not relieve BDPL of its obligations to provide additional financial assurance or of BOEM’s authority to impose financial penalties.
There can be no assurance that we will be able to meet additional financial assurance (supplemental pipeline bond) requirements. If BDPL is required by BOEM to provide
significant additional financial assurance (supplemental pipeline bonds) or is assessed significant penalties under the INCs, we will experience a significant and material adverse
effect on our operations, liquidity, and financial condition.
We are currently unable to predict the outcome of the BOEM INCs. Accordingly, we did not record a liability on our consolidated balance sheets as of December 31, 2021 and
2020. At both December 31, 2021 and 2020, BDPL maintained approximately $0.9 million in credit and cash-backed pipeline rights-of-way bonds issued to BOEM.
Blue Dolphin Energy Company
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Management’s Discussion and Analysis
BSEE Offshore Pipelines and Platform Decommissioning
BDPL has pipelines and platform assets that are subject to BSEE’s idle iron regulations. Idle iron regulations mandate lessees and rights-of-way holders to permanently abandon
and/or remove platforms and other structures when they are no longer useful for operations. Until such structures are abandoned or removed, lessees and rights-of-way holders are
required to inspect and maintain the assets in accordance with regulatory requirements.
In December 2018, BSEE issued an INC to BDPL for failure to flush and fill Pipeline Segment No. 13101. Management met with BSEE in August 2019 to address BDPL’s plans
with respect to decommissioning its offshore pipelines and platform assets. BSEE proposed that BDPL re-submit pipeline and platform decommissioning permit applications,
including a safe boarding plan, by February 2020. BDPL submitted permit applications to BSEE in February 2020 and the USACOE in March 2020. In April 2020, BSEE issued
another INC to BDPL for failure to perform the required structural surveys for the GA-288C Platform. BDPL completed the required platform surveys in June 2020. Abandonment
operations were delayed due to our cash constraints associated with historical net losses and the ongoing impact of COVID-19. We cannot currently estimate when
decommissioning may occur.
Lack of permit approvals does not relieve BDPL of its obligations to remedy the BSEE INCs or of BSEE’s authority to impose financial penalties. If BDPL fails to complete
decommissioning of the offshore pipelines and platform assets and/or remedy the INCs within a timeframe determined to be prudent by BSEE, BDPL could be subject to regulatory
oversight and enforcement, including but not limited to failure to correct an INC, civil penalties, and revocation of BDPL’s operator designation, which could have a material
adverse effect on our earnings, cash flows and liquidity.
We are currently unable to predict the outcome of the BSEE INCs. Accordingly, we have not recorded a liability on our consolidated balance sheet as of December 31, 2021. At
December 31, 2021 and 2020, BDPL maintained $3.5 million and $2.4 million, respectively, in AROs related to abandonment of these assets.
Off-Balance Sheet Arrangements. None.
Accounting Standards.
Critical Accounting Policies and Estimates
Significant Accounting Policies. Our significant accounting policies relate to use of estimates, cash and cash equivalents, restricted cash, accounts receivable and allowance for
doubtful accounts, inventory, property and equipment, leases, revenue recognition, income taxes, impairment or disposal of long-lived assets, asset retirement obligations, and
computation of earnings per share.
Estimates. The nature of our business requires that we make estimates and assumptions in accordance with U.S. GAAP. These estimates and assumptions affect the reported
amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of revenue and expenses
during the reporting period. The ongoing COVID-19 pandemic has impacted these estimates and assumptions and will continue to do so.
The ongoing COVID-19 pandemic and related governmental responses, volatility in commodity prices, and severe weather resulting from climate change have impacted and likely
will continue to impact our business. Under earlier state and federal mandates that regulated business closures, our business was deemed as an essential business and, as such,
remained open. As U.S. federal, state, and local officials address surging coronavirus cases and roll out COVID-19 vaccines, we expect to continue operating.
In February 2022, Russia invaded neighboring Ukraine. The conflict has caused turmoil in global markets, resulting in higher oil prices, and injected even more uncertainty into a
worldwide economy recovering from the effects of COVID-19. Given the evolving conflict, there are many unknown factors and events that could materially impact our operations.
We have instituted various initiatives throughout the company as part of our business continuity programs, and we are working to mitigate risk when disruptions occur. The Russian
conflict with Ukraine and the COVID-19 pandemic continue to evolve. Therefore, uncertainty around the availability and commodity prices of crude oil, the commodity prices and
demand for our refined products, and the general business environment is expected to continue through 2022 and beyond.
We assessed certain accounting matters that generally require consideration of forecasted financial information in context with the information reasonably available to us and the
unknown future impacts of the Russian-Ukrainian conflict and COVID-19 as of December 31, 2021 and through the filing date of this report. The accounting matters assessed
included, but were not limited to, our allowance for doubtful accounts, inventory, and related reserves, and the carrying value of long-lived assets.
Blue Dolphin Energy Company
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Management’s Discussion and Analysis
New Accounting Standards and Disclosures
New Pronouncements Adopted. The FASB issues ASUs to communicate changes to the FASB ASC, including modifications to non-authoritative SEC content. During the twelve
months ended December 31, 2021, we did not adopt any ASUs.
Codification Improvements. In October 2020, FASB issued ASU 2020-10, Codification Improvements. The amendments in this guidance affected a wide variety of topics in the
ASC by either clarifying the codification or correcting unintended application of guidance. The changes did not have a significant effect on current accounting practice or create a
significant administrative cost to most entities. For all reporting entities, the amendments in ASU 2020-10 were effective for fiscal years ending after December 15, 2020. Early
adoption was permitted. Adoption of this guidance did not have a significant impact on our consolidated financial statements.
New Pronouncements Issued, Not Yet Effective.
No new pronouncements issued but not yet effective are not expected to have a material impact on our financial position, results of operations, or liquidity.
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Table of Contents
Quantitative and Qualitative Disclosure
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable.
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Table of Contents
Financial Statements
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Report of Independent Registered Public Accounting Firm
To the Board of Directors and
Stockholders of Blue Dolphin Energy Company
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheets of Blue Dolphin Energy Company and Subsidiaries (the “Company”) as of December 31, 2021 and 2020, and the
related consolidated statements of operations, stockholders’ equity (deficit) and cash flows for the years then ended, and the related notes (collectively referred to as the
consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December
31, 2021 and 2020, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of
America.
Substantial Doubt about the Company’s Ability to Continue as a Going Concern
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note (1) to the consolidated
financial statements, the Company is in default under secured and related party loan agreements and has a net working capital deficiency. These conditions raise substantial doubt
about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note (1). The consolidated financial statements do
not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial
statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be
independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission
and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether
the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an
audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the
purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing
procedures that respond to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.
Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated
financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be
communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved especially challenging,
subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and
we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
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Table of Contents
Financial Statements
Impairment of Long-Lived Assets
As described in Note 8 to the consolidated financial statements, the Company’s consolidated property, plant and equipment balance relating to refinery operations was $60 million
as of December 31, 2021. Management conducts an impairment test whenever facts or circumstances indicate that the carrying value of the assets may not be recoverable. The
carrying value is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset or group of assets. If the
carrying value exceeds the sum of the undiscounted cash flows, an impairment loss equal to the amount by which the carrying value exceeds the fair value of the asset or group of
assets is recognized. Management applies significant judgment in projecting future cash flow that includes the use of significant assumptions with respect to future sales of refined
product and commodity pricing.
We identified the evaluation of the impairment analysis for long-lived assets associated with refinery operations as a critical audit matter due to the high degree of auditor judgment
and subjectivity in performing procedures to evaluate management’s significant assumptions in projecting its future cash flows.
Our audit procedures included, among others (i) testing management’s process to project future cash flows, (ii) testing the completeness, accuracy and relevance of the data used in
projected future cash flows and (iii) evaluating the reasonableness of the significant assumptions used by management. Evaluating the reasonableness of the significant assumptions
used by management involved a comparison of projected sales volumes to historic amounts and evaluating the reasonableness of fluctuations based on management’s future plans as
well as factors surrounding expected margins based on commodity pricing.
We have served as the Company’s auditor since 2002.
/s/ UHY LLP
UHY LLP
Sterling Heights, Michigan
April 1, 2022
PCAOB Number: 01195
Blue Dolphin Energy Company
December 31, 2021 │Page 48
Table of Contents
Financial Statements
Consolidated Balance Sheets
ASSETS
CURRENT ASSETS
Cash and cash equivalents
Restricted cash
Accounts receivable, net
Prepaid expenses and other current assets
Deposits
Inventory
Total current assets
LONG-TERM ASSETS
Total property and equipment, net
Operating lease right-of-use assets, net
Restricted cash, noncurrent
Surety bonds
Total long-term assets
TOTAL ASSETS
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Long-term debt less unamortized debt issue costs, current portion (in default)
Line of credit payable (in default)
Long-term debt, related party, current portion (in default)
Interest payable (in default)
Interest payable, related party (in default)
Accounts payable
Accounts payable, related party
Current portion of lease liabilities
Asset retirement obligations, current portion
Accrued expenses and other current liabilities
Total current liabilities
LONG-TERM LIABILITIES
Asset retirement obligations, net of current
Long-term lease liabilities, net of current
Deferred revenues
Long-term debt, net of current portion
Total long-term liabilities
TOTAL LIABILITIES
Commitments and contingencies (Note 16)
STOCKHOLDERS' DEFICIT
Common stock ($0.01 par value, 20,000,000 shares authorized; 12,693,514 shares issued at both December 31, 2021 and 2020)(1)
Additional paid-in capital
Accumulated deficit
TOTAL STOCKHOLDERS' DEFICIT
December 31,
2021
2020
(in thousands except share amounts)
$
9 $
48
126
2,433
110
3,098
5,824
59,923
332
-
230
60,485
549
48
214
3,564
124
1,062
5,561
62,497
498
514
230
63,739
$
66,309 $
69,300
$
42,953 $
-
20,042
8,689
3,454
2,548
155
215
-
6,225
84,281
3,461
156
1,200
838
5,655
33,692
8,042
16,010
6,408
2,814
3,274
155
194
2,370
4,882
77,841
-
370
1,520
355
2,245
89,936
80,086
127
38,457
(62,211)
(23,627)
127
38,457
(49,370)
(10,786)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT
$
66,309 $
69,300
(1)
Blue Dolphin has 20,000,000 shares of common stock, par value $0.01 per share, and 2,500,000 shares of preferred stock, par value $0.10 per share, authorized. There are
12,693,514 shares of common stock issued and outstanding and no shares of preferred stock issued and outstanding.
The accompanying notes are an integral part of these consolidated financial statements.
Blue Dolphin Energy Company
December 31, 2021 │Page 49
Table of Contents
Financial Statements
Consolidated Statements of Operations
REVENUE FROM OPERATIONS
Refinery operations
Tolling and terminaling
Total revenue from operations
COST OF GOODS SOLD
Crude oil, fuel use, and chemicals
Other conversion costs
Total cost of goods sold
Gross profit (loss)
COST OF OPERATIONS
LEH operating fee, related party
Other operating expenses
General and administrative expenses
Depletion, depreciation and amortization
Impairment of assets
Total cost of operations
Loss from operations, related party
OTHER INCOME (EXPENSE)
Easement, interest and other income
Interest and other expense
Gain on extinguishment of debt
Total other expense
Loss before income taxes
Income tax expense
Net Loss
Loss per common share:
Basic
Diluted
Weighted average number of common shares outstanding:
Basic
Diluted
Twelve Months Ended December 31,
2021
2020
(in thousands, except share and per-
share amounts)
$
297,103 $
3,717
170,601
4,209
300,820
174,810
292,438
7,468
299,906
167,079
9,783
176,862
914
(2,052)
522
198
3,021
2,780
1,092
7,613
646
169
2,299
2,686
-
5,800
(6,699)
(7,852)
2
(6,199)
55
(6,142)
172
(6,763)
-
(6,591)
(12,841)
(14,443)
-
(15)
$
(12,841) $
(14,458)
$
$
(1.01) $
(1.01) $
(1.15)
1.15)
12,693,514
12,693,514
12,574,465
12,574,465
Blue Dolphin Energy Company
December 31, 2021 │Page 50
The accompanying notes are an integral part of these consolidated financial statements.
Table of Contents
Financial Statements
Consolidated Statements of Stockholders’ Equity (Deficit)
Common Stock
Shares Issued
Par Value
Additional
Paid-In
Capital
(in thousands except share amounts)
Accumulated
Deficit
Total
Stockholders
Equity (Deficit)
Balance at December 31, 2019
12,327,365 $
123 $
38,275 $
(34,912) $
3,486
Comon stock issued for services
Common stock issued for extinguishment of related-party debt
Net loss
135,084
231,065
-
2
2
-
66
116
-
-
-
(14,458)
68
118
(14,458)
Balance at December 31, 2020
12,693,514 $
127 $
38,457 $
(49,370) $
(10,786)
Net loss
-
-
-
(12,841)
(12,841)
Balance at December 31, 2021
12,693,514 $
127 $
38,457 $
(62,211) $
(23,627)
The accompanying notes are an integral part of these consolidated financial statements.
Remainder of Page Intentionally Left Blank
Blue Dolphin Energy Company
December 31, 2021 │Page 51
Table of Contents
Financial Statements
Consolidated Statements of Cash Flows
OPERATING ACTIVITIES
Net loss
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Depletion, depreciation and amortization
Deferred income tax
Amortization of debt issue costs
Guaranty fees paid in kind
Related-party interest expense paid in kind
Deferred revenues and expenses
Loss (gain) on issuance of shares
Impairment of assets
Gain on extinguishment of debt
Changes in operating assets and liabilities
Accounts receivable
Accounts receivable, related party
Prepaid expenses and other current assets
Deposits and other assets
Inventory
Accounts payable, accrued expenses and other liabilities
Accounts payable, related party
Net cash used in operating activities
INVESTING ACTIVITIES
Capital expenditures
Net cash used in investing activities
FINANCING ACTIVITIES
Proceeds from debt
Payments on debt
Payments of debt issuance costs
Net activity on related-party debt
Net cash provided by financing activities
Net change in cash, cash equivalents, and restricted cash
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH AT BEGINNING OF PERIOD
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH AT END OF PERIOD
Supplemental Information:
Non-cash investing and financing activities:
Financing of line of credit via related-party debt
Issuance of shares for services and/or to extinguish debt
Conversion of related-party notes to common stock
Line of credit financed by offsetting tank leases less interest
Interest paid
Income taxes paid (refunded)
Twelve Months Ended December 31,
2021
2020
(in thousands)
$
(12,841) $
(14,458)
2,780
-
147
608
1,116
(320)
-
1,092
(55)
88
-
1,131
14
(2,036)
2,220
-
(6,056)
-
-
10,500
(4,738)
(750)
(10)
5,002
(1,054)
1,111
57 $
2,331 $
- $
- $
1,098 $
1,252 $
- $
2,686
15
348
609
559
(410)
(80)
-
-
232
1,364
(1,288)
34
583
5,899
6
(3,901)
(1,085)
(1,085)
370
(3,930)
-
8,989
5,429
443
668
1,111
2,778
267
148
273
2,311
(100)
$
$
$
$
$
$
$
Blue Dolphin Energy Company
December 31, 2021 │Page 52
The accompanying notes are an integral part of these consolidated financial statements.
Table of Contents
Notes to Consolidated Financial Statements
Notes to Consolidated Financial Statements
(1) Organization
Overview
Blue Dolphin was formed in 1986 as a Delaware corporation. The company is an independent downstream energy company operating in the Gulf Coast region of the United States.
Operations primarily consist of a light sweet-crude, 15,000-bpd crude distillation tower, and approximately 1.2 million bbls of petroleum storage tank capacity in Nixon, Texas.
Blue Dolphin trades on the OTCQX under the ticker symbol “BDCO.”
Assets are organized in two business segments: ‘refinery operations’ (owned by LE) and ‘tolling and terminaling services’ (owned by LRM and NPS). ‘Corporate and other’
includes subsidiaries BDPL (inactive pipeline and facilities assets), BDPC (inactive leasehold interests in oil and gas wells), and BDSC (administrative services). See “Note (4)” to
our consolidated financial statements for more information about our business segments.
Unless the context otherwise requires, references in this report to “we,” “us,” “our,” or “ours,” refer to Blue Dolphin, one or more of its consolidated subsidiaries or all of them
taken as a whole.
Affiliates
Affiliates controlled approximately 82% of the voting power of our Common Stock as of the filing date of this report. An Affiliate operates and manages all Blue Dolphin properties
and funds working capital requirements during periods of working capital deficits. In addition, an Affiliate is a significant customer of our refined products. Blue Dolphin and
certain of its subsidiaries are currently parties to a variety of agreements with Affiliates. See “Note (3)” to our consolidated financial statements for additional disclosures related to
Affiliate agreements, arrangements, and risks associated with working capital deficits.
Going Concern
Management determined that certain factors raise substantial doubt about our ability to continue as a going concern. These factors include defaults under secured loan agreements,
substantial current debt, margin volatility, historical net losses and working capital deficits, as discussed more fully below. Our consolidated financial statements assume we will
continue as a going concern and do not include any adjustments that might result from this uncertainty. Our ability to continue as a going concern depends on sustained positive
operating margins and adequate working capital for, amongst other requirements, purchasing crude oil and condensate and making payments on long-term debt. If we are unable to
process crude oil and condensate into sellable refined products or make required debt payments, we may consider other options. These options could include selling assets, raising
additional debt or equity capital, cutting costs, reducing cash requirements, restructuring debt obligations, or filing bankruptcy.
Defaults Under Secured Loan Agreements. We are currently in default under certain of our secured loan agreements with third parties and related parties. As a result, the debt
associated with these obligations was classified within the current portion of long-term debt on our consolidated balance sheets at December 31, 2021 and 2020. See Notes (3), (10),
and (11)” for additional disclosures related to third-party and related-party debt, defaults on such debt, and the potential effects of such defaults on our business, financial condition,
and results of operations.
Third-Party Defaults
·
Veritex Loans – For the twelve-months ended December 31, 2021 and 2020, principal and interest payments to Veritex were $0.6 million and $0.9 million, respectively. As
of the filing date of this report, LE and LRM were in default under the LE Term Loan Due 2034 and LRM Term Loan Due 2034 for failing to make required monthly
principal and interest payments and failing to satisfy financial covenants. In addition, LE was in default under the LE Term Loan Due 2034 for failing to replenish a $1.0
million payment reserve account. Defaults under the LE Term Loan Due 2034 and LRM Term Loan Due 2034 permit Veritex to declare the amounts owed under these loan
agreements immediately due and payable, exercise its rights concerning collateral securing obligors’ obligations under these loan agreements, and exercise any other rights
and remedies available.
·
·
GNCU Loan – For the twelve-months ended December 31, 2021, interest only payments to GNCU were $0.01 million. As of the filing date of this report, NPS was in default
under the NPS Term Loan Due 2031 for failing to satisfy financial covenants.
Amended Pilot Line of Credit – On October 4, 2021, NPS repaid all obligations owed to Pilot under the Amended Pilot Line of Credit. However, in a letter from NPS to Pilot
dated October 28, 2021, NPS disputed approximately $0.3 million in payments NPS believes Pilot misapplied as part of the Amended Pilot Line of Credit setoff. As of the
filing date of this report, the amount remained in dispute between the parties.
From June 2020 to October 2021, Pilot applied payments owed to NPS under two terminal services agreements against NPS’ payment obligations to Pilot under the
Amended Pilot Line of Credit. For the twelve-month periods ended December 31, 2021 and 2020, the tank lease payment setoff totaled $1.9 million and $1.3 million,
respectively.
Blue Dolphin Energy Company
December 31, 2021 │Page 53
Table of Contents
Notes to Consolidated Financial Statements
The amount of interest NPS incurred under the Amended Pilot Line of Credit totaled $0.7 million and $1.4 million, respectively, for the twelve months ended December 31,
2021 and 2020. See “Part II, Item 8. Financial Statements and Supplementary Data – Note (11)” and “Note (17)” to our consolidated financial statements for more
information related to the Amended Pilot Line of Credit.
·
Kissick Debt – Under a 2015 subordination agreement, John Kissick agreed to subordinate his right to payments, as well as any security interest and liens on the Nixon
facility’s business assets, in favor of Veritex as holder of the LE Term Loan Due 2034. To date, LE has made no payments under the subordinated Kissick Debt. Mr. Kissick
has taken no action due to the non-payment. As of the filing date of this report, defaults under the Kissick Debt related to payment of past due obligations at maturity.
We can provide no assurance that: (i) our assets or cash flow will be sufficient to fully repay borrowings under our secured loan agreements, either upon maturity or if accelerated,
(ii) LE, LRM, and NPS will be able to refinance or restructure the debt, and/or (iii) third parties will provide future default waivers. Defaults under our secured loan agreements and
any exercise by third parties of their rights and remedies related to such defaults may have a material adverse effect on the trading prices of our Common Stock and on the value of
an investment in our Common Stock, and holders of our Common Stock could lose their investment in our Common Stock in its entirety. Management maintains ongoing dialogue
with lenders regarding defaults and potential restructuring and refinance opportunities. See “Notes (1) and (11)” to our consolidated financial statements for additional information
regarding defaults under our secured loan agreements and their potential effects on our business, financial condition, and results of operations.
Related-Party Defaults
·
Notes and Loan Agreement – As of the filing date of this report, Blue Dolphin was in default concerning past due payment obligations under the March Carroll Note, March
Ingleside Note, and June LEH Note. As of the same date, BDPL was also in default related to past due payment obligations under the BDPL-LEH Loan Agreement.
Affiliates controlled approximately 82% of the voting power of our Common Stock as of the filing date of this report, an Affiliate operates and manages all Blue Dolphin
properties, an Affiliate is a significant customer of our refined products, and we borrow from Affiliates during periods of working capital deficits.
Substantial Current Debt
Excluding accrued interest, we had current debt of $63.0 million and $57.7 million, respectively, as of December 31, 2021 and 2020. Current debt consists of bank debt, investor
debt, and related party debt. Although the line of credit payable to Pilot fell within current debt during 2021, the Pilot debt was repaid in October 2021. Substantial current debt is
primarily the result of secured loan agreements being in default. As a result, these debt obligations were classified within the current portion of long-term debt on our consolidated
balance sheets at December 31, 2021 and 2020.
Margin Volatility. Crude oil refining is primarily a margin-based business. To improve margins, we must maximize yields of higher value finished petroleum products and minimize
costs of feedstocks and operating expenses. When the spread between these commodity prices decreases, our margins are negatively affected. Although an increase or decrease in
the commodity price for crude oil and other feedstocks generally results in a similar increase or decrease in commodity prices for finished petroleum products, typically there is a
time lag between the two. The effect of crude oil commodity price changes on our finished petroleum product commodity prices therefore depends, in part, on how quickly and how
fully the market adjusts to reflect these changes. Unfavorable margins may have a material adverse effect on our earnings, cash flows, and liquidity.
Since the beginning of 2020, the COVID-19 pandemic disrupted economies around the world, including the oil and gas industry in which we operate. The rapid spread of the virus
led to the implementation of various responses, including federal, state, and local government-imposed quarantines, shelter-in-place mandates, sweeping restrictions on travel, and
other public health and safety measures. Actions by members of OPEC and other producer countries in 2020 concerning oil production and pricing significantly impacted supply
and demand in global oil and gas markets, which impacted our operational and financial performance. In particular, we experienced net losses due to unfavorable margins per bbl
and significantly lower sales volume due to significant refinery downtime. Global oil prices and refined product demand recovered somewhat in 2021 compared to 2020 as COVID-
19 cases stabilized, mortality rates decreased, and availability and inoculation rates of vaccines increased. However, recovery of jet fuel demand lagged that of other refined
products as airline travel restrictions and consumer hesitancy to fly during the pandemic continued. Despite the uptick in market conditions during the second half of 2021, overall,
we experienced operating and net losses due to unfavorable margins and lower sales volume, which affected our liquidity. Cash constraints adversely impacted the frequency of
crude oil acquisition, debt payments, and abandonment of pipeline and facilities assets.
The extent to which the continued COVID-19 pandemic will impact our operations depends on future developments, which are highly uncertain and cannot be predicted with
confidence, including the duration of the pandemic, additional or modified government actions, new information that may emerge concerning variants, actions taken to contain the
spread of COVID-19 and treat its impact, and the availability and acceptance of vaccines to mitigate such spread, among others.
In February 2022, Russia invaded neighboring Ukraine. The conflict has caused turmoil in global markets, resulting in higher oil prices, and injected even more uncertainty into a
worldwide economy recovering from the effects of COVID-19. Given the evolving conflict, there are many unknown factors and events that could materially impact our operations.
Blue Dolphin Energy Company
December 31, 2021 │Page 54
Table of Contents
Notes to Consolidated Financial Statements
The Russian conflict with Ukraine and the COVID-19 pandemic continue to evolve, and the extent to which these events may impact our business, financial condition, liquidity,
results of operations, and prospects will depend highly on future developments, which are very uncertain and cannot be predicted with confidence.
Historic Net Losses and Working Capital Deficits
Net Losses. Net loss for the twelve months ended December 31, 2021, was $12.8 million, or a loss of $1.01 per share, compared to a net loss of $14.5 million, or a loss of $1.15 per
share, for the twelve months ended December 31, 2020. The improvement between the comparative periods resulted from demand recovery, commodity price improvements, and
encouraging trends in pandemic containment efforts.
Working Capital Deficits. We had $78.5 million and $72.3 million in working capital deficits at December 31, 2021 and 2020, respectively. Excluding the current portion of long-
term debt, we had $15.5 million and $22.6 million in working capital deficits at December 31, 2021 and 2020, respectively.
Cash and cash equivalents totaled $0.01 and $0.5 million at December 31, 2021 and 2020, respectively. Restricted cash (current portion) totaled $0.05 million at both December 31,
2021 and 2020. Restricted cash, noncurrent totaled $0 and $0.5 million at December 31, 2021 and 2020, respectively.
Our financial health has been materially and adversely affected by defaults in our secured loan agreements, substantial current debt, margin volatility, historical net losses and
working capital deficits. If Pilot or Tartan terminate the Crude Supply Agreement or terminal services agreements, our ability to acquire crude oil and condensate could be adversely
affected. If producers experience crude supply constraints and increased transportation costs, our crude acquisition costs may rise, or we may not receive sufficient amounts to meet
our needs. During the twelve-month periods ended December 31, 2021 and 2020, the refinery experienced 23 days and 42 days of downtime, respectively. During the same time
periods, 13 days and 20 days, respectively, related to lack of crude associated with cash constraints.
Operating Risks
Successful execution of our business strategy depends on several critical factors, including having adequate working capital to meet contractual, operational, regulatory, and safety
needs and having favorable margins on refined products. The Russian conflict with Ukraine and the COVID-19 pandemic continue to evolve, and the extent to which these events
may impact our business, financial condition, liquidity, results of operations, and prospects will depend highly on future developments, which are very uncertain and cannot be
predicted with confidence.
Management continues to take steps to mitigate risk, avoid business disruptions, manage cash flow, and remain competitive in a volatile commodity price environment. Mitigation
steps include: adjusting throughput and production based on market conditions, optimizing receivables and payables by prioritizing payments, optimizing inventory levels based on
demand, monitoring discretionary spending, and delaying capital expenditures. To safeguard personnel, we adopted remote working where possible and social distancing, mask-
wearing, and other site-specific precautionary measures where on-site operations are required. We also incentivize personnel to receive the COVID-19 vaccine.
We can provide no guarantees that: our business strategy will be successful, Affiliates will continue to fund our working capital needs when we experience working capital deficits,
we will meet regulatory requirements to provide additional financial assurance (supplemental pipeline bonds) and decommission offshore pipelines and platform assets, we can
obtain additional financing on commercially reasonable terms or at all, or margins on our refined products will be favorable. Further, if third parties exercise their rights and
remedies under our secured loan agreements, our business, financial condition, and results of operations will be materially adversely affected.
(2) Principles of Consolidation and Significant Accounting Policies
Basis of Presentation
The accompanying consolidated financial statements, which include Blue Dolphin and its subsidiaries, have been prepared in accordance with U.S. generally accepted accounting
principles and the rules and regulations of the SEC. These rules and regulations conform to the accounting principles contained in FASB’s ASC, the single source of GAAP. All
significant intercompany items have been eliminated in consolidation. Additionally, any material subsequent events that occurred after the date through which this report covers
have been properly recognized or disclosed in our financial statements. In management’s opinion, all adjustments considered necessary for a fair presentation have been included,
disclosures are adequate, and the presented information is not misleading.
Significant Accounting Policies
The summary of significant accounting policies of Blue Dolphin is presented to assist in understanding our consolidated financial statements. Our consolidated financial statements
and accompanying notes are representations of management, who is responsible for their integrity and objectivity. These accounting policies conform to GAAP and have been
consistently applied in the preparation of our consolidated financial statements.
Blue Dolphin Energy Company
December 31, 2021 │Page 55
Table of Contents
Notes to Consolidated Financial Statements
Use of Estimates. The preparation of our financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported
amounts of assets, liabilities, revenues and expenses, and the related disclosures. Actual results could differ from those estimates. The ongoing COVID-19 pandemic and related
governmental responses, volatility in commodity prices, and severe weather resulting from climate change have impacted and likely will continue to impact our business. We
assessed certain accounting matters that generally require consideration of forecasted financial information in context with the information reasonably available to us as of
December 31, 2021 and through the filing date of this report. The accounting matters assessed included, but were not limited to, our allowance for doubtful accounts, inventory, and
related reserves, and the carrying value of long-lived assets.
Cash and Cash Equivalents. Cash and cash equivalents represent liquid investments with an original maturity of three months or less. Cash balances are maintained in depository
and overnight investment accounts with financial institutions that, at times, may exceed insured deposit limits. We monitor the financial condition of the financial institutions and
have experienced no losses associated with these accounts.
Restricted Cash. Restricted cash, current portion reflects amounts held in a payment reserve account by Veritex as security for payments under the LE Term Loan Due 2034.
Restricted cash, noncurrent represents funds held in a Veritex disbursement account for payment of construction related expenses. The 5-year capital improvement to build new
petroleum storage tanks at the Nixon facility was completed in 2020.
Accounts Receivable and Allowance for Doubtful Accounts. Accounts receivable are presented net of any necessary allowance(s) for doubtful accounts. Receivables are
recorded at the invoiced amount and generally do not bear interest. An allowance for doubtful accounts is established, when necessary, based on prior experience and other factors
which, in management’s judgment, deserve consideration in estimating bad debts. Management assesses collectability of the customer’s account based on current aging status,
collection history, and financial condition. Based on a review of these factors, management establishes or adjusts the allowance for specific customers and the entire accounts
receivable portfolio. We had an allowance for doubtful accounts of $0 and $0.1 million at December 31, 2021 and 2020, respectively.
Inventory. Inventory primarily consists of refined products, crude oil and condensate, and chemicals. Inventory is valued at lower of cost or net realizable value with cost
determined by the average cost method, and net realizable value determined based on estimated selling prices less associated delivery costs. If the net realizable value of our refined
products inventory declines to an amount less than our average cost, we record a write-down of inventory and an associated adjustment to cost of goods sold. See “Note (7)” to our
consolidated financial statements for additional disclosures related to inventory.
Property and Equipment.
Refinery and Facilities. We typically make ongoing improvements to the Nixon facility based on operational needs, technological advances, and safety and regulatory requirements.
We capitalize additions to refinery and facilities assets, and we expense costs for repairs and maintenance as incurred. We record refinery and facilities at cost less any adjustments
for depreciation or impairment. We adjust the asset and the related accumulated depreciation accounts for the refinery and facilities asset’s retirement and disposal, with the
resulting gain or loss included in the consolidated statements of operations. For financial reporting purposes, we compute refinery and facilities assets depreciation using the
straight-line method with an estimated useful life of 25 years; we depreciate refinery and facilities assets when placed in service. We did not record any impairment of our refinery
and facilities assets for the periods presented.
Pipelines and Facilities.We record our pipelines and facilities at cost less any adjustments for depreciation or impairment. We computed depreciation using the straight-line method
over estimated useful lives ranging from 10 to 22 years. Per FASB ASC guidance, we performed impairment testing of our pipeline and facilities assets in 2016. Upon completion
of testing, we fully impaired our pipeline assets at December 31, 2016. Our pipelines and facilities assets are inactive. Decommissioning of these assets was delayed due to cash
constraints associated with historical net losses and the ongoing impact of COVID-19. We cannot currently estimate when decommissioning may occur.
Oil and Gas Properties. Our oil and gas properties are accounted for using the full-cost method of accounting, whereby all costs associated with acquisition, exploration and
development of oil and gas properties, including directly related internal costs, are capitalized on a cost center basis. Amortization of such costs and estimated future development
costs are determined using the unit-of-production method. All leases associated with our oil and gas properties have expired, and our oil and gas properties were fully impaired in
2011.
CIP. CIP expenditures, including capitalized interest, relate to construction and refurbishment activities and equipment for the Nixon facility. These expenditures are capitalized as
incurred. Depreciation begins once the asset is placed in service. See “Note (8)” to our consolidated financial statements for additional disclosures related to refinery and facilities
assets, oil and gas properties, pipelines and facilities assets, and CIP.
Leases. We determine whether a contract or agreement is or contains a lease at inception. If the contract is or includes a lease and has a term greater than one year, we recognize a
ROU asset and lease liability as of the commencement date based on the present value of the lease payments over the lease term. We determine the present value of the lease
payments by using the implicit rate when readily determinable. If the implicit rate is not defined, we use the incremental borrowing rate to discount lease payments to present value.
We adjust lease terms to include options to extend or terminate the lease when it is reasonably certain that we will exercise those options.
Blue Dolphin Energy Company
December 31, 2021 │Page 56
Table of Contents
Notes to Consolidated Financial Statements
For operating leases, we record lease cost on a straight-line basis over the lease term; we record lease expenses in the appropriate line on the income statement based on the leased
asset’s intended use. For finance leases (previously referred to under GAAP as capital leases), we amortize lease payments for the ROU asset on a straight-line basis over the lesser
of the leased asset’s useful life or the lease term; we record amortization expenses on the income statement in ‘depreciation and amortization expense;’ we record interest expense
on the income statement in ‘interest and other expense.’
Revenue Recognition.
Refinery Operations Revenue. We recognize revenue from refined products sales when we meet our performance obligation to the customer. We meet our performance obligation
when the customer receives control of the product. The customer accepts control of the product when the product is lifted. Under bill and hold arrangements, the customer takes
control of the product when added to the customer’s bulk inventory as stored at the Nixon facility. We allocate a transaction price to each separately identifiable refined product
load.
We consider a variety of facts and circumstances in assessing the point of a control transfer, including but not limited to: whether the purchaser can direct the use of the refined
product, the transfer of significant risks and rewards, our rights to payment, and transfer of legal title. In each case, the term between the sale and when payment is due is not
significant. We include incurred transportation, shipping, and handling costs in the cost of goods sold. We do not include excise and other taxes collected from customers and
remitted to governmental authorities in revenue.
Tolling and Terminaling Revenue. Tolling and terminaling revenue represents fees under (i) tank storage agreements, whereby a customer agrees to pay a certain fee per tank based
on tank size over time for the storage of products and (ii) tolling agreements, whereby a customer agrees to pay a certain fee per gallon or barrel for throughput volumes moving
through the naphtha stabilizer unit and a fixed monthly reservation fee for the use of the naphtha stabilizer unit.
We typically satisfy performance obligations for tolling and terminaling operations over time. We determine the transaction price at agreement inception based on the guaranteed
minimum amount of revenue over the agreement term. We allocate the transaction price to the single performance obligation that exists under the agreement. We recognize revenue
in the amount for which we have a right to invoice. Generally, payment terms do not exceed 30 days.
Revenue from tank storage customers may, from time to time, include fees for ancillary services, such as in-tank and tank-to-tank blending. These services are considered optional
to the customer. The fixed cost under the customer’s tank storage agreement does not include ancillary service fees. We consider ancillary services as a separate performance
obligation under the tank storage agreement. We satisfy the performance obligation and recognize the associated fee when we complete the requested service.
Deferred Revenue. Deferred revenue represents a liability related to a revenue-producing activity as of the balance sheet date. We record unearned revenue, which usually consists
of customer prepayments when we receive the cash payment. Once we satisfy the performance obligation, we recognize revenue in conformity with GAAP.
Income Taxes. We determine deferred income taxes based on: (i) temporary differences between carrying amounts and the actual income tax basis of our assets and liabilities and
(ii) operating losses and tax credit carryforwards using currently enacted tax rates and laws in effect for the year in which we expect the differences to reverse. Our provision for
income taxes consists of our current tax liability and the change in deferred income tax assets and liabilities.
Management uses significant judgment in evaluating uncertain tax positions and determining the provision for income taxes. As of each reporting date, we consider new evidence,
both positive and negative, to assess the realizability of deferred tax assets. We weigh whether there is a more than 50% probability of realizing a portion or all the deferred tax
assets. Realization depends on the generation of future taxable income before the expiration of any NOL carryforwards. We record a valuation allowance against deferred income
tax assets if there is a more than 50% probability of not realizing some portion of the asset. We recognize an uncertain tax positions benefit in our financial statements if deferred tax
assets meet a minimum recognition threshold. First, we determine whether there is a more than 50% probability that our income tax position will be sustained, based upon technical
merits, upon examination by the taxing authorities. If we meet the criteria, we record a benefit in the financial statements equal to the largest amount greater than 50% likely to be
realized upon settlement with taxing authorities.
A significant piece of objective negative evidence evaluated was cumulative losses incurred over the three-year period ended December 31, 2021. Such objective evidence limits the
ability to consider other subjective evidence, such as projections for future growth. Based on this evaluation, we recorded a valuation allowance against the deferred tax assets for
which realization was not deemed more likely than not as of December 31, 2021 and 2020. In addition, we have NOL carryforwards that remain available for future use. See “Note
(14)” to our consolidated financial statements for more information related to income taxes.
Blue Dolphin Energy Company
December 31, 2021 │Page 57
Table of Contents
Notes to Consolidated Financial Statements
Impairment or Disposal of Long-Lived Assets. We periodically evaluate our long-lived assets for impairment. Additionally, we re-assess our long-lived assets when events or
circumstances indicate that the carrying value of these assets may not be recoverable. The carrying value is not recoverable if it exceeds the sum of the undiscounted cash flows
expected from the use and eventual disposition of the asset or group of assets. If the carrying value exceeds the sum of the undiscounted cash flows, an impairment loss equal to the
amount by which the carrying value exceeds the fair value of the asset or group of assets is recognized. Management uses significant judgment in forecasting future operating
results and projected cash flows. If conditions or assumptions change, material impairment charges could be necessary.
Commodity price market volatility associated with the COVID-19 pandemic could affect the value of certain of our long-lived assets. Management evaluated refinery and facilities
assets for impairment as of December 31, 2021. We did not record any impairment of our refinery and facilities assets for the periods presented. We recorded an impairment of $1.1
million related to asset retirement costs for our pipeline/platform assets as of December 31, 2021. Additional impairment may be required in the future if losses continue to be
material, or as new opportunities arise, such as reconfiguration of the Nixon refinery into a renewable fuels facility.
Asset Retirement Obligations. We record a liability for the discounted fair value of an ARO in the period incurred. We also capitalize the corresponding cost by increasing the
carrying amount of the related long-lived asset. The liability is accreted towards its future value each period, and we depreciate the capitalized cost over the useful life of the related
asset. We recognize a gain or loss if we settle the liability for an amount other than the amount recorded.
Refinery and Facilities. We believe we have no legal or contractual obligation to dismantle or remove the refinery and facilities assets. Further, we believe that these assets have
indeterminate lives because we cannot reasonably estimate the dates or ranges of dates upon which we would retire these assets. Management will record an asset retirement
obligation for these assets when a definitive obligation arises, and retirement dates are evident.
Pipeline and Facilities; Oil and Gas Properties. Management uses significant judgment to estimate future asset retirement costs for our pipelines, related facilities, and oil and gas
properties. These costs relate to dismantling and disposing certain physical assets, plugging and abandoning wells, and restoring land and seabeds. Factors considered include
regulatory requirements, structural integrity, water depth, reservoir depth, equipment availability, and mobilization efforts. We review our assumptions and estimates of future
abandonment costs on an annual basis. See “Note (12)” to our consolidated financial statements for additional information related to AROs.
Computation of Earnings Per Share. We present basic and diluted EPS. Basic EPS excludes dilution and is computed by dividing net income available to common stockholders
by the weighted average number of shares of common stock outstanding for the period. We calculate diluted EPS by dividing net income available to common stockholders by the
diluted weighted average number of common shares outstanding. Diluted EPS includes the potential dilution that could occur if securities or other contracts to issue shares of
common stock were converted to common stock that then shared in the entity’s earnings. The number of shares related to restricted stock included in diluted EPS is based on the
“Treasury Stock Method.” We do not currently have issued options, warrants, or similar instruments. Convertible shares, if granted, are not included in the computation of earnings
per share if anti-dilutive. See “Note (15)” to our consolidated financial statements for additional information related to EPS.
New Pronouncements Adopted. The FASB issues ASUs to communicate changes to the FASB ASC, including modifications to non-authoritative SEC content. During the twelve
months ended December 31, 2021, we did not adopt any ASUs.
Codification Improvements. In October 2020, FASB issued ASU 2020-10, Codification Improvements. The amendments in this guidance affected a wide variety of topics in the
ASC by either clarifying the codification or correcting unintended application of guidance. The changes did not have a significant effect on current accounting practice or create a
significant administrative cost to most entities. For all reporting entities, the amendments in ASU 2020-10 were effective for fiscal years ending after December 15, 2020. Early
adoption was permitted. Adoption of this guidance did not have a significant impact on our consolidated financial statements.
New Pronouncements Issued, Not Yet Effective.
No new pronouncements issued but not yet effective are not expected to have a material impact on our financial position, results of operations, or liquidity.
Blue Dolphin Energy Company
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Table of Contents
Notes to Consolidated Financial Statements
(3) Related-Party Transactions
Affiliate Operational Agreements Summary
Blue Dolphin and certain of its subsidiaries are parties to several operational agreements with Affiliates. Management believes that these related-party agreements are arm’s-length
transactions.
Agreement/Transaction
Jet Fuel Sales Agreement
Office Sub-Lease Agreement
Amended and Restated Operating Agreement
Parties
LEH
LE
LEH
BDSC
LEH Blue Dolphin
LE LRM
NPS BDPL
BDPC BDSC
Effective Date
04/01/2022
01/01/2018
04/01/2020
Key Terms
1-year term expiring earliest to occur of 03/31/2023 plus 30-day carryover or
delivery of maximum jet fuel quantity; LEH bids on jet fuel contracts under
preferential pricing terms due to a HUBZone certification
68-month term expiring 08/31/2023; office lease Houston, Texas; includes 6-
month rent abatement period; rent approximately $0.01 million per month
3-year term; expires 04/01/2023 or notice by either party at any time of material
breach or 90 days Board notice; LEH receives management fee of 5% of all
consolidated operating costs, excluding crude costs, depreciation, amortization,
and interest, of Blue Dolphin, LE, LRM, NPS, BDPL, BDPC and BDSC
Working Capital
We have historically relied on Affiliates for funding when revenue from operations and availability under bank facilities were insufficient to meet our liquidity and working capital
needs. We reflect such borrowings in our consolidated balance sheets in accounts payable, related party, or long-term debt, related party.
Related-Party Long-Term Debt
Loan Description
March Carroll Note (in default)
March Ingleside Note (in default)
June LEH Note (in default)
BDPL-LEH Loan Agreement (in default)(1)
Amended and Restated Guaranty Fee Agreement
Amended and Restated Guaranty Fee Agreement
Parties
Jonathan Carroll
Blue Dolphin
Ingleside
Blue Dolphin
LEH
Blue Dolphin
LEH
BDPL
Jonathan Carroll(2)
LE
Jonathan Carroll(2)
LRM
Maturity Date
Jan 2019
Interest Rate
8.00%
Jan 2019
8.00%
Jan 2019
8.00%
Aug 2018
16.00%
--
--
2.00%
2.00%
Loan Purpose
Blue Dolphin working capital; reflects amounts
owed to Jonathan Carroll under the guaranty fee
agreements
Blue Dolphin working capital
Blue Dolphin working capital; reflects amounts
owed to LEH under the Amended and Restated
Operating Agreement
Blue Dolphin working capital
Tied to payoff of LE $25 million Veritex loan
Tied to payoff of LRM $10 million Veritex loan
(1)
(2)
(3)
The original principal amount of the BDPL-LEH Loan Agreement was $4.0 million.
Jonathan Carroll was required to personally guarantee repayment of borrowed funds and accrued interest.
Mr. Carroll receives guaranty fees under the guaranty fee agreements. Fees are payable 50% in cash and 50% in Common Stock. We accrue payment of the Common
Stock portion quarterly. For the foreseeable future, management does not intend to pay Mr. Carroll the cash portion due to Blue Dolphin’s working capital deficits.
The cash portion will continue to accrue and increase the outstanding principal balance owed to Mr. Carroll under the March Carroll Note.
Guarantees, Security, and Defaults
Loan Description
March Carroll Note (in default)
March Ingleside Note (in default)
June LEH Note (in default)
BDPL-LEH Loan Agreement
Guarantees
---
---
---
---
Security
---
---
---
Certain BDPL property
Event(s) of Default
Failure to pay past due obligations at maturity (loan matured January 2019)
Failure to pay past due obligations at maturity (loan matured January 2019)
Failure to pay past due obligations at maturity (loan matured January 2019)
Failure to pay past due obligations at maturity (loan matured August 2018)
Covenants
The BDPL-LEH Loan Agreement contains representations and warranties, affirmative and negative covenants, and events of default that we consider usual and customary for a
credit facility of this type. There are no covenants associated with the March Carroll Note, March Ingleside Note, or June LEH Note.
Related-Party Financial Impact
Consolidated Balance Sheets.
Accounts payable, related party. Accounts payable, related party to LTRI related to the purchase of refinery equipment totaled $0.2 million at both December 31, 2021 and 2020.
Blue Dolphin Energy Company
December 31, 2021 │Page 59
Table of Contents
Notes to Consolidated Financial Statements
Long-term debt, related party, current portion (in default) and accrued interest payable, related party
.
LEH
June LEH Note (in default)
BDPL-LEH Loan Agreement
LEH Total
Ingleside
December 31,
2021
2020
(in thousands)
$
12,672 $
7,454
20,126
9,446
6,814
16,260
March Ingleside Note (in default)
Jonathan Carroll
March Carroll Note (in default)
Less: Long-term debt, related party, current portion, in default
Less: Accrued interest payable, related party (in default)
1,066
1,013
2,304
23,496
(20,042)
(3,454)
- $
1,551
18,824
(16,010)
(2,814)
-
$
Consolidated Statements of Operations.
Total revenue from operations.
Refinery operations
LEH
Third-Parties
Tolling and terminaling
Third-Parties
Interest expense.
Jonathan Carroll
Guaranty Fee Agreements
LE Term Loan Due 2034
LRM Term Loan Due 2034
March Carroll Note (in default)
LEH
BDPL-LEH Loan Agreement (in default)
June LEH Note (in default)
Ingleside
March Ingleside Note (in default)
Twelve Months Ended December 31,
2021
2020
(in thousands, except percent amounts)
$
$
90,062
207,041
3,717
300,820
29.9% $
68.8%
49,786
120,815
1.2%
100.0% $
4,209
174,810
28.5%
69.1%
2.4%
100.0%
Twelve Months Ended
December 31,
2021
2020
(in thousands)
$
451 $
178
131
640
288
431
178
103
640
40
$
56
1,744 $
63
1,455
Other. BDSC received sublease income from LEH totaling $0.03 million for both twelve-month periods ended December 31, 2021, and 2020. The LEH operating fee totaled
approximately $0.5 million and $0.6 million for the twelve months ended December 31, 2021, and 2020, respectively. With respect to the decrease between the periods, although
throughput volume was slightly higher, operating costs per bbl were lower due to reduced refinery maintenance and repair expenses.
Blue Dolphin Energy Company
December 31, 2021 │Page 60
Table of Contents
Notes to Consolidated Financial Statements
(4) Revenue and Segment Information
We have two reportable business segments: (i) refinery operations, focused on refining and marketing petroleum products at the Nixon facility, and (ii) tolling and terminaling,
focused on tolling and storing petroleum products for third parties at the Nixon facility. Corporate and other includes BDSC, BDPL, and BDPC.
Revenue from Contracts with Customers
Disaggregation of Revenue. We present revenue in the table below under ‘Segment Information’ separated by business segment because management believes this presentation is
beneficial to users of our financial information.
Receivables from Contracts with Customers. We present accounts receivable from contracts with customers as accounts receivable, net on our consolidated balance sheets.
Contract Liabilities. Our contract liabilities consist of unearned revenue from customers in the form of prepayments. We include unearned revenue in accrued expenses and other
current liabilities on our consolidated balance sheets. See “Note (9)” to our consolidated financial statements for more information related to unearned revenue.
Remaining Performance Obligations. Most of our customer contracts are settled immediately and therefore have no remaining performance obligations.
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Table of Contents
Notes to Consolidated Financial Statements
Segment Information. Business segment information for the periods indicated (and as of the dates indicated) was as follows:
Twelve Months Ended
December 31,
2021
2020
(in thousands)
Net revenue (excluding intercompany fees and sales)
Refinery operations
Tolling and terminaling
Total net revenue
Intercompany fees and sales
Refinery operations
Tolling and terminaling
Total intercompany fees
Operation costs and expenses(1)
Refinery operations
Tolling and terminaling
Corporate and other
Total operation costs and expenses
Segment contribution margin (deficit)
Refinery operations
Tolling and terminaling
Corporate and other
Total segment contribution margin (deficit)
General and administrative expenses(2)
Refinery operations
Tolling and terminaling
Corporate and other
Total general and administrative expenses
Depreciation and amortization
Refinery operations
Tolling and terminaling
Corporate and other
Total depreciation and amortization
Interest and other non-operating expenses, net
Refinery operations
Tolling and terminaling
Corporate and other
Total interest and other non-operating expenses, net
Income (loss) before income taxes
Refinery operations
Tolling and terminaling
Corporate and other
Total loss before income taxes
Income tax expense
Net loss
$
297,103 $
3,717
300,820
170,601
4,209
174,810
(2,457)
2,457
-
(2,384)
2,384
-
(298,082)
(1,825)
(197)
(300,104)
(175,201)
(1,661)
(169)
(177,031)
(3,436)
4,349
(197)
716
(1,549)
(343)
(2,742)
(4,634)
(1,214)
(1,362)
(204)
(2,780)
(2,779)
(1,649)
(1,715)
(6,143)
(6,984)
4,932
(169)
(2,221)
(1,257)
(307)
(1,381)
(2,945)
(1,186)
(1,296)
(204)
(2,686)
(2,929)
(2,546)
(1,116)
(6,591)
(8,978)
995
(4,858)
(12,841)
(12,356)
783
(2,870)
(14,443)
-
15)
$
(12,841) $
(14,458)
(1)
(2)
Operation costs include cost of goods sold. Also, operation costs within: (a) tolling and terminaling includes terminal operating expenses and an allocation of other costs
(e.g., insurance and maintenance) and (b) corporate and other includes expenses related to BDSC, BDPC and BDPL.
General and administrative expenses within refinery operations include the LEH operating fee.
Blue Dolphin Energy Company
December 31, 2021 │Page 62
Table of Contents
Notes to Consolidated Financial Statements
Capital expenditures
Refinery operations
Tolling and terminaling
Corporate and other
Total capital expenditures
Identifiable assets
Refinery operations
Tolling and terminaling
Corporate and other
Total identifiable assets
(5) Concentration of Risk
Bank Accounts
Twelve Months Ended
December 31,
2021
(in thousands)
2020
$
$
- $
-
-
- $
295
790
-
1,085
December 31,
2021
2020
(in thousands)
$
$
47,047 $
17,594
1,668
66,309 $
48,521
18,722
2,057
69,300
Financial instruments that potentially subject us to concentrations of risk consist primarily of cash, trade receivables and payables. We maintain cash balances at financial
institutions in Houston, Texas. The FDIC insures certain financial products up to a maximum of $250,000 per depositor. At December 31, 2021 and 2020, we had cash balances
(including restricted cash) that exceeded the FDIC insurance limit per depositor of approximately $0 and $0.6 million, respectively.
Key Supplier
Operation of the Nixon refinery depends on our ability to purchase adequate amounts of crude oil and condensate. We have a long-term crude supply agreement in place with
Tartan. The volume-based Crude Supply Agreement expires when we receive 24.8 million net bbls of crude oil. After that, the Crude Supply Agreement automatically renews for
successive one-year terms (each such term, a renewal term). Either party may provide the other with notice of non-renewal at least 60 days before the expiration of any renewal
term. As of December 31, 2021, we received 9.0 million bbls, or 36%, of the contracted total volume under the crude supply agreement.
Pilot and Tartan store jet fuel and crude oil, respectively, at the Nixon facility under two terminal services agreements: (i) a Terminal Services Agreement dated as of May 2019
(covering Tank Nos. 67, 71, 72, 73, 77, and 78) for jet fuel and (ii) a Terminal Services Agreement dated as of June 1, 2019 (covering Tank Nos. 1 and 56) for crude oil. Under both
terminal services agreements, Pilot and Tartan store product at the Nixon facility at a specified rate per bbl of the storage tank’s shell capacity. The terminal services agreements
renew on a one-year evergreen basis. Either party may terminate the terminal services agreements by providing the other party 60 days prior written notice. The terminal services
agreements will automatically terminate upon expiration or termination of the Crude Supply Agreement.
Our financial health has been materially and adversely affected by defaults in our secured loan agreements, substantial current debt, margin volatility, historical net losses and
working capital deficits. If Pilot or Tartan terminate the Crude Supply Agreement or terminal services agreements, our ability to acquire crude oil and condensate could be adversely
affected. If producers experience crude supply constraints and increased transportation costs, our crude acquisition costs may rise, or we may not receive sufficient amounts to meet
our needs. During the twelve-month periods ended December 31, 2021 and 2020, the refinery experienced 23 days and 42 days of downtime, respectively. During the same time
periods, 13 days and 20 days, respectively, related to lack of crude associated with cash constraints.
Blue Dolphin Energy Company
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Table of Contents
Notes to Consolidated Financial Statements
Significant Customers
We routinely assess the financial strength of our customers. To date, we have not experienced significant write-downs in accounts receivable balances. We believe that our accounts
receivable credit risk exposure is limited.
Twelve Months Ended
December 31, 2021
December 31, 2020
Number
Significant
Customers
% Total
Revenue from
Operations
Portion of
Accounts
Receivable
at December
31,
3
3
71.9% $
70.8% $
0
0
One of our significant customers is LEH, an Affiliate. Due to a HUBZone certification, the Affiliate purchases our jet fuel under a Jet Fuel Sales Agreement and bids on jet fuel
contracts under preferential pricing terms. The Affiliate accounted for 29.9% and 28.7% of total revenue from operations for the twelve months ended December 31, 2021, and
2020, respectively. The Affiliate represented $0 in accounts receivable at both December 31, 2021, and 2020, respectively.
Concentration of Customers. Our customer base is concentrated on refined petroleum product wholesalers. This customer concentration may impact our overall exposure to credit
risk, either positively or negatively, as our customers are likely similarly affected by economic changes. This includes the uncertainties related to the COVID-19 pandemic and the
associated volatility in the global oil markets. Historically, we have had no significant problems collecting our accounts receivable.
Refined Product Sales. We sell our products primarily in the U.S. within PADD 3. Occasionally we sell refined products to customers that export to Mexico. Total refined product
sales by distillation (from light to heavy) for the periods indicated consisted of the following:
LPG mix
Naphtha
Jet fuel
HOBM
AGO
Twelve Months Ended December 31,
2021
2020
(in thousands, except percent amounts)
$
$
21
74,683
90,062
65,386
66,951
297,103
0.0% $
25.2%
30.3%
22.0%
22.5%
100.0% $
2
34,413
49,786
42,777
43,623
170,601
0.0%
20.2%
29.2%
25.1%
25.5%
100.0%
An Affiliate, LEH, purchases all of our jet fuel. See “Notes (3) and (16)” to our consolidated financial statements for additional disclosures related to Affiliate transactions.
(6) Prepaid Expenses and Other Current Assets
Prepaid expenses and other current assets as of the dates indicated consisted of the following:
Prepaid crude oil and condensate
Prepaid insurance
Prepaid easement renewal fees
Other prepaids
December 31,
2021
2020
(in thousands)
1,368 $
953
76
36
2,433 $
2,249
1,182
99
34
3,564
$
$
Blue Dolphin Energy Company
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Table of Contents
Notes to Consolidated Financial Statements
(7) Inventory
Inventory as of the dates indicated consisted of the following:
HOBM
Crude oil and condensate
AGO
Naphtha
Chemicals
Propane
LPG mix
(8) Property, Plant and Equipment, Net
Property, plant and equipment, net, as of the dates indicated consisted of the following:
Refinery and facilities
Land
Other property and equipment
Less: Accumulated depletion, depreciation, and amortization
CIP
December 31,
2021
2020
(in thousands)
1,749 $
660
338
189
121
27
14
3,098 $
54
463
133
120
271
15
6
1,062
December 31,
2021
2020
(in thousands)
$
$
$
72,583 $
566
903
74,052
(17,795)
56,257
$
3,666
59,923 $
72,184
566
903
73,653
(15,220)
58,433
4,064
62,497
Capital expenditures for expansion at the Nixon facility were funded by long-term debt from Veritex, revenue from operations, and working capital from Affiliates. Unused amounts
for capital expenditures derived from Veritex loans totaled $0 and $0.5 million at December 31, 2021 and 2020, respectively, and were reflected in restricted cash, non-current on
our consolidated balance sheets. See “Note (10)” to our consolidated financial statements for additional disclosures related to working capital deficits and borrowings for capital
spending.
We recorded an impairment of $1.1 million related to asset retirement costs that were capitalized for our pipeline/platform assets at December 31, 2021. See “Note (12)” to our
consolidated financial statements for additional disclosures related to assets retirement costs.
(9) Accrued Expenses and Other Current Liabilities
Accrued expenses and other current liabilities as of the dates indicated consisted of the following:
Unearned revenue from contracts with customers
Accrued fines and penalties
Unearned contract renewal income
Insurance
Board of director fees payable
Other payable
Customer deposits
Taxes payable
December 31,
2021
2020
(in thousands)
4,388 $
407
400
273
230
218
173
136
6,225 $
3,421
-
500
541
100
252
10
58
4,882
$
$
Blue Dolphin Energy Company
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Table of Contents
Notes to Consolidated Financial Statements
(10) Third-Party Long-Term Debt
Loan Agreements Summary
Loan Description
Veritex Loans
LE Term Loan Due 2034 (in default)
(1)(2)
LRM Term Loan Due 2034 (in
default) (1)
Parties
LE
Veritex
LRM
Veritex
Kissick Debt (in default)(3)(4)
LE
Original
Principal
Amount
(in
millions)
Maturity
Date
Monthly Principal and Interest
Payment
Interest
Rate
Loan Purpose
Jun 2034 $0.2 million
$
25.0
Dec 2034 $0.1 million
$
$
10.0
11.7 Jan 2018
WSJ
Prime +
2.75%
WSJ
Prime +
2.75%
16.00%
Refinance loan; capital improvements
Refinance bridge loan; capital
improvements
Working capital; reduced LE’s obligation to
GNCU Loan (in default)
NPS Term Loan Due 2031(5)
SBA EIDLs
BDEC Term Loan Due 2051
(as modified)(6)
LE Term Loan Due 2050(7)
NPS Term Loan Due 2050(7)
Equipment Loan Due 2025(8)
Kissick
NPS
GNCU
Blue
Dolphin
SBA
LE
SBA
NPS
SBA
LE
Texas
First
$
$
$
$
$
Oct 2031 $0.1 million
10.0
5.75%
Working capital
GEL
Jun 2051 $0.01 million
2.0
0.15
0.15
Aug
2050
Aug
2050
$0.0007 million
$0.0007 million
Oct 2025 $0.0013 million
0.07
Working capital
Working capital
Working capital
Equipment Lease Conversion
3.75%
3.75%
3.75%
4.50%
(1)
(2)
(3)
(4)
(5)
(6)
(7)
(8)
At December 31, 2021 and 2020, restricted cash, noncurrent was $0 and $0.5 million, respectively; restricted cash noncurrent represents amounts held by Veritex in a
disbursement account for the payment of construction-related expenses.
At both December 31, 2021 and 2020, restricted cash (current portion) was $0.05 million; restricted cash (current portion) represents amounts paid by LE into a $1.0
million payment reserve account held by Veritex.
Original principal amount was $8.0 million; the debt is currently held by John Kissick. Pursuant to a 2017 sixth amendment, the Kissick Debt was amended to
increase the principal amount by $3.7 million.
Under a 2015 subordination agreement, John Kissick agreed to subordinate his right to payments, as well as any security interest and liens on the Nixon facility’s
business assets, in favor of Veritex as holder of the LE Term Loan Due 2034.
The loan requires monthly interest-only payments for the first thirty-six (36) months. Afterwards, principal and interest payments due monthly through loan maturity.
The first payment is due in November 2024.
Original principal amount was $0.5 million; the BDEC Term Loan Due 2051 was modified to increase the principal amount by $1.5 million. Payments were initially
deferred for twenty-four (24); the deferral period was later extended to thirty (30) months; under the modification, the first payment is due in December 2023; interest
accrues during the deferral period. The BDEC Term Loan Due 2051 is not forgivable. See “Note (17)” to our consolidated financial statements for more information
regarding the loan modification.
For disaster loans made in 2020, the SBA initially deferred payments for the first twelve (12) months. The SBA later extended the payment deferral period from
twelve (12) months to twenty-four (24) months and again to thirty (30) months; under the extension, the first payment is due in March 2023; interest accrues during
the deferral period. The LE Term Loan Due 2050 and NPS Term Loan Due 2050 are not forgivable.
In May 2019, LE entered into a 12-month equipment rental agreement with the option to purchase the backhoe at maturity. The equipment rental agreement matured
in May 2020. In October 2020, LE entered into the Equipment Loan Due 2025 to finance the backhoe purchase. We use the backhoe at the Nixon facility.
Outstanding Principal, Debt Issue Costs, and Accrued Interest
Third-party long-term debt (outstanding principal and accrued interest), as of the dates indicated was as follows:
Veritex Loans
LE Term Loan Due 2034 (in default)
LRM Term Loan Due 2034 (in default)
Kissick Debt (in default)
GNCU Loan
NPS Term Loan Due 2031 (in default)
SBA EIDLs
BDEC Term Loan Due 2051
LE Term Loan Due 2050
NPS Term Loan Due 2050
Equipment Loan Due 2025
Less: Current portion of long-term debt, net
Less: Unamortized debt issue costs
Less: Accrued interest payable (in default)
Blue Dolphin Energy Company
Table of Contents
Notes to Consolidated Financial Statements
Unamortized debt issue costs associated with the Veritex and GNCU loans as of the dates indicated consisted of the following:
Veritex Loans
LE Term Loan Due 2034 (in default)
LRM Term Loan Due 2034 (in default)
GNCU Loan
NPS Term Loan Due 2031 (in default)
Less: Accumulated amortization
December 31,
2021
2020
(in thousands)
$
23,789 $
9,861
10,210
22,840
9,473
9,413
10,094
-
512
156
156
53
54,831
(42,953)
(2,351)
(8,689)
838 $
-
152
152
71
42,101
(33,692)
(1,749)
(6,305)
355
December 31, 2021 │Page 66
December 31,
2021
2020
(in thousands)
1,674 $
768
730
(821)
2,351 $
1,674
768
-
(693)
1,749
$
$
$
Amortization expense was $0.1 million for both twelve-month periods ended December 31, 2021 and 2020.
Accrued interest related to third-party long-term debt, reflected as accrued interest payable in our consolidated balance sheets, as of the dates indicated consisted of the following:
Notre Dame Debt (in default)
Veritex Loans
LE Term Loan Due 2034 (in default)
LRM Term Loan Due 2034 (in default)
GNCU Loan
NPS Term Loan Due 2031 (in default)
SBA EIDLs
BDEC Term Loan Due 2051
LE Term Loan Due 2050
NPS Term Loan Due 2050
Less: Accrued interest payable (in default)
Long-term Interest Payable, Net of Current Portion
December 31,
2021
2020
$
(in thousands)
5,232 $
2,338
959
136
12
6
6
8,689
(8,689)
- $
$
4,435
1,295
571
-
-
2
2
6,305
(6,305)
-
Payment Deferments
Veritex Loans. In 2020, LE and LRM were each granted a two-month payment deferment on their respective Veritex loans. The moratorium was from April 2020 to June 2020. LE
and LRM were not required to make payments during the deferment period. However, interest continued to accrue at the stated rates of the loans. In July 2020, Veritex re-amortized
the loans to recast principal and interest payments. Veritex also reinstated previous defaults. See ‘Defaults’ within this “Note (10) for additional disclosures related to defaults.
GNCU Loan. Payments under the NPS Term Loan Due 2031 are deferred for the first thirty-six (36) months. Interest accrues during the deferral period. Principal and interest
payments begin in October 2024.
SBA EIDLs. SBA EIDLs include a payment deferral period. Interest accrues during the deferral period. The deferral period for the BDEC Term Loan Due 2051 (as modified) is the
first thirty (30) months; principal and interest payments begin in December 2023. See “Note (17)” to our consolidated financial statements for more information regarding the loan
modification. The deferral period for the LE Term Loan Due 2050 and the NPS Term Loan Due 2050 is the first thirty (30) months; principal and interest payments begin in March
2023.
Blue Dolphin Energy Company
December 31, 2021 │Page 67
Remainder of Page Intentionally Left Blank
Table of Contents
Notes to Consolidated Financial Statements
Guarantees and Security
Loan Description
Veritex Loans
Guarantees
Security
LE Term Loan Due 2034 (in
default)
· 100% USDA-guarantee
· Jonathan Carroll(1)
· Affiliate cross-guarantees
LRM Term Loan Due 2034 (in
default)
· 100% USDA-guarantee
· Jonathan Carroll(1)
· Affiliate cross-guarantees
Kissick Debt (in default)(2)
---
GNCU Loan
· First priority lien on Nixon facility’s business assets (excluding accounts receivable and
inventory)
· Assignment of all Nixon facility contracts, permits, and licenses
· Absolute assignment of Nixon facility rents and leases, including tank rental income
· $5.0 million life insurance policy on Jonathan Carroll
· Second priority lien on rights of LE in crude distillation tower and other collateral of LE
· First priority lien on real property interests of LRM
· First priority lien on all LRM fixtures, furniture, machinery, and equipment
· First priority lien on all LRM contractual rights, general intangibles, and instruments,
except with respect to LRM rights in its leases of certain specified tanks for which Veritex has
second priority lien
· All other collateral as described in the security documents
· Subordinated deed of trust that encumbers the crude distillation tower and general assets of
LE
NPS Term Loan Due 2031 (in
default)
· 90% USDA-guarantee
· Jonathan Carroll(1)
· Affiliate cross-guarantees
· Deed of trust lien on approximately 56 acres of land and improvements owned by LE
· Leasehold deed of trust lien on certain property leased by NPS from LE
· Assignment of leases and rents and certain personal property
SBA EIDLs
LE Term Loan Due 2050
NPS Term Loan Due 2050
Equipment Loan Due 2025
---
---
---
· Business assets (e.g., machinery and equipment, furniture, fixtures, etc.) as more fully
described in the security agreement
· Business assets (e.g., machinery and equipment, furniture, fixtures, etc.) as more fully
described in the security agreement
· First priority security interest in the equipment (backhoe).
(1)
(2)
Jonathan Carroll was required to personally guarantee repayment of borrowed funds and accrued interest.
Pursuant to a 2015 subordination agreement, the holder of the Kissick Debt agreed to subordinate their right to payments, as well as any security interest and liens on
the Nixon facility’s business assets, in favor of Veritex as holder of the LE Term Loan Due 2034.
The USDA, acting through its agencies, administers a federal rural credit program that makes direct loans and guarantees portions of loans made and serviced by USDA-qualified
lenders for various purposes. Each USDA guarantee is a full faith and credit obligation of the U.S. with the USDA guaranteeing up to 100% of the principal amount. Lenders of
USDA-guaranteed loans are required by regulations to retain both the guaranteed and unguaranteed portions of the loan, to service the entire underlying loan, and to remain
mortgage and/or secured party of record. Both the guaranteed and unguaranteed portions of the loan are to be secured by the same collateral with equal lien priority. The USDA-
guaranteed portion of a loan cannot be paid later than, or in any way be subordinated to, the related unguaranteed portion. See “Notes (3) and (16)” to our consolidated financial
statements for additional disclosures related to Affiliate agreements and transactions, including long-term debt guarantees.
Covenants
The Veritex loans, GNCU loan, and SBA EIDLs contain representations and warranties, affirmative and negative covenants, and events of default that we consider usual and
customary for credit facilities of this type. There are no covenants associated with the Kissick Debt and the Equipment Loan Due 2025.
Defaults
Loan Description
Veritex Loans
LE Term Loan Due 2034 (in default)
LRM Term Loan Due 2034 (in default)
Event(s) of Default
Covenant Violations
Failing to make principal and interest payments; failing to
replenish $1.0 million payment reserve account; events of
default under other secured loan agreements with Veritex
Failing to make principal and interest payments; events of
default under other secured loan agreements with Veritex
Financial covenants:
· debt service coverage ratio, current ratio, and debt to net worth ratio
Financial covenants:
· debt service coverage ratio, current ratio, and debt to net worth ratio
GNCU Loan
NPS Term Loan Due 2031 (in default)
---
Kissick Debt (in default)
Failure to pay past due obligations at maturity (loan
matured January 2019)
Financial covenants:
· debt service coverage ratio, current ratio, and debt to net worth ratio
---
As reflected in the table above and elsewhere in this report, we are in default under the LE Term Loan Due 2034, LRM Term Loan Due 2034, NPS Term Loan Due 2031, and the
Kissick Debt. Defaults under the LE Term Loan Due 2034 and LRM Term Loan Due 2034 permit Veritex to declare the amounts owed under these loan agreements immediately
due and payable, exercise its rights with respect to collateral securing obligors’ obligations under these loan agreements, and/or exercise any other rights and remedies available.
The debt associated with the LE Term Loan Due 2034, LRM Term Loan Due 2034, and the Kissick Debt was classified within the current portion of long-term debt on our
consolidated balance sheets at December 31, 2021 and 2020.
Blue Dolphin Energy Company
December 31, 2021 │Page 68
Table of Contents
Notes to Consolidated Financial Statements
Any exercise by third parties of their rights and remedies under our secured loan agreements will have a material adverse effect on our business operations, including crude oil and
condensate procurement and our customer relationships; financial condition; and results of operations. In such a case, the trading price of our Common Stock and the value of an
investment in our Common Stock could significantly decrease, which could lead to holders of our Common Stock losing their investment in our Common Stock in its entirety.
We can provide no assurance that: (i) our assets or cash flow will be sufficient to fully repay borrowings under our secured loan agreements, either upon maturity or if accelerated,
(ii) LE, LRM, and NPS will be able to refinance or restructure the debt, and/or (iii) third parties will provide future default waivers. Defaults under our secured loan agreements and
any exercise by third parties of their rights and remedies related to such defaults may have a material adverse effect on the trading prices of our Common Stock and on the value of
an investment in our Common Stock, and holders of our Common Stock could lose their investment in our Common Stock in its entirety. See “Notes (1) and (11)” to our
consolidated financial statements for additional information regarding defaults under our secured loan agreements and their potential effects on our business, financial condition,
and results of operations.
Future annual third-party long-term debt payments, which are reflected as current due to defaults under our secured loan agreements:
Years Ending December 31,
2022
2023
2024
2025
2026
Subsequent to 2026
(11) Line of Credit Payable
Line of Credit Agreement Summary
Line of Credit Description
Principal
Debt Issue
Costs
(in thousands)
Total
$
$
45,304 $
16
16
12
18
776
46,142 $
(2,351) $
-
-
-
-
(2,351) $
42,953
16
16
12
776
43,791
Original
Principal
Amount
(in millions)
Maturity Date
Monthly
Principal and
Interest
Payment
Interest Rate:
Original /
Default
Loan Purpose
Amended Pilot Line of Credit (in default)
$13.0
May 2020
----
12.00% / 14.00% Pay off LE’s obligation to GEL; NPS purchase of
crude oil from Pilot, and working capital
On October 4, 2021, NPS repaid all obligations owed to Pilot under the Amended Pilot Line of Credit. However, in a letter from NPS to Pilot dated October 28, 2021, NPS disputed
approximately $0.3 million in payments NPS believes Pilot misapplied as part of the Amended Pilot Line of Credit setoff. As of the filing date of this report, the amount remained
in dispute between the parties.
NPS was in default as of December 31, 2020, for failure of the borrower or any guarantor to pay past due obligations at maturity.
Outstanding Principal, Debt Issue Costs, and Accrued Interest
Line of credit payable, which represents outstanding principal and accrued interest, as of the dates indicated was as follows:
Amended Pilot Line of Credit (in default)
Less: Unamortized debt issue costs
Less: Interest payable, short-term
December 31,
2021
2020
(in thousands)
$
$
- $
-
-
- $
8,145
-
(103)
8,042
Blue Dolphin Energy Company
December 31, 2021 │Page 69
Table of Contents
Notes to Consolidated Financial Statements
Guarantees and Security
Loan Description
Amended Pilot Line of Credit (in default)
Guarantees
· Blue Dolphin pledged its equity interests in NPS to
Pilot to secure NPS’ obligations;
· Blue Dolphin, LE, LRM, and LEH have each
guaranteed NPS’ obligations.
Security
· NPS receivables;
· NPS assets, including a tank lease (the “Tank Lease”);
· LRM receivables.
In an Agreement Regarding Attornment of Tank Leases dated April 30, 2019 between Veritex, LE, NPS, and Pilot, Veritex in its capacity as a secured lender of LE and LRM,
agreed to permit the continued performance of obligations under a certain tank lease agreement if it were to foreclose on LE property that NPS was leasing from LE so long as
certain conditions were met. The effectiveness of the Agreement Regarding Attornment of Tank Leases was subject to certain conditions, including the agreement and concurrence
of the USDA that the Agreement Regarding Attornment of Tank Leases did not impair or void the LE Term Loan Due 2034 and LRM Term Loan Due 2034 or any associated
guarantees. Veritex used commercially reasonable efforts to obtain such USDA concurrence, however, the USDA did not provide its concurrence during the term of the agreement.
Covenants
The Amended Pilot Line of Credit contained customary affirmative and negative covenants and events of default.
Defaults
Loan Description
Amended Pilot Line of Credit (in default)
Event(s) of Default
Failure to pay past due obligations at
maturity (loan matured May 2020)
Covenant Violations
---
As reflected in the table above and elsewhere in this report, we were in default under the Amended Pilot Line of Credit prior to pay off in October 2021. Upon maturity of the
Amended Pilot Line of Credit in May 2020, Pilot sent NPS, as borrower, and LRM, LEH, LE and Blue Dolphin, each a guarantor and collectively guarantors, a notice demanding
the immediate payment of the unpaid principal amount and all interest accrued and unpaid, and all other amounts owing or payable (the “Obligations”). Pursuant to the Amended
Pilot Line of Credit, commencing on May 4, 2020, the Obligations began accruing interest at a default rate of fourteen percent (14%) per annum. Failure of the borrower or any
guarantor of paying the past due Obligations constituted an event of default. Pilot expressly retained and reserved all its rights and remedies available to it at any time, including
without limitation, the right to exercise all rights and remedies available to Pilot under the Amended Pilot Line of Credit or applicable law or equity.
Pursuant to a June 1, 2020 notice, Pilot applied payment obligations to NPS under each of (a) the Terminal Services Agreement (covering Tank Nos. 67, 71, 72, 73, 77, and 78),
dated as of May 2019, between NPS and Pilot for the storage of jet fuel, and (b) the Terminal Services Agreement (covering Tank Nos. 1 and 56), dated as of June 1, 2019, between
NPS and Tartan for the storage of crude oil, against NPS’ payment obligations to Pilot under the Amended Pilot Line of Credit. Such tank lease setoff amounts only partially
satisfied NPS’ obligations under the Amended Pilot Line of Credit, and Pilot expressly retained and reserved all its rights and remedies available to it at any time, including, without
limitation, the right to exercise all rights and remedies available to Pilot under the Amended Pilot Line of Credit or applicable law or equity. For the twelve-month periods ended
December 31, 2021 and 2020, the tank lease payment setoff totaled $1.9 million and $1.3 million, respectively. The amount of interest NPS incurred under the Amended Pilot Line
of Credit totaled $0.7 million and $1.4 million, respectively, for the twelve months ended December 31, 2021 and 2020.
On November 23, 2020, NPS and guarantors received notice from Pilot that the entry into the SBA EIDLs was a breach of the Amended Pilot Line of Credit and Pilot demanded
full repayment of the Obligations, including through use of the proceeds of the SBA EIDLs. Pilot also notified the SBA that the liens securing the SBA EIDLs were junior to those
securing the Obligations. While the SBA acknowledged this point and indicated a willingness to subordinate the SBA EIDLs, no further action was taken by Pilot.
(12) AROs
Refinery and Facilities
Management has concluded that there is no legal or contractual obligation to dismantle or remove refinery and facilities assets. Management believes that refinery and facilities
assets have indeterminate lives under FASB ASC guidance for estimating AROs because dates or ranges of dates upon which we would retire these assets cannot reasonably be
estimated at this time. When a legal or contractual obligation to dismantle or remove refinery and facilities assets arises and a date or range of dates can reasonably be estimated for
the retirement of these assets, we will estimate the cost of performing the retirement activities and record a liability for the fair value of that cost using present value techniques.
Blue Dolphin Energy Company
December 31, 2021 │Page 70
Table of Contents
Notes to Consolidated Financial Statements
Pipelines and Facilities and Oil and Gas Properties
We have AROs associated with the decommissioning of our pipelines and facilities assets, as well as the plugging and abandonment of our oil and gas properties. We recorded a
discounted liability for the fair value of an ARO with a corresponding increase to the carrying value of the related long-lived asset at the time the asset was installed or placed in
service, and we depreciated the amount added to property and equipment and recognized accretion expense relating to the discounted liability over the remaining life of the asset.
During the twelve months ended December 31, 2021, we determined that the estimated future cost and timing of decommissioning our pipelines and facilities assets has changed.
As a result, we recorded an increase in liability at December 31, 2021.
ARO liability as of the dates indicated was as follows:
AROs, at the beginning of the period
Changes in estimates of existing obligations
Liabilities settled
Less: AROs, current portion
Long-term AROs, at the end of the period
Liabilities settled reflects preparatory costs in the period associated with decommissioning our offshore pipelines and platform assets.
December 31,
2021
2020
(in thousands)
$
$
2,370 $
1,091
-
3,461
-
3,461 $
2,565
-
(195)
2,370
(2,370)
-
See “Note (16)” to our consolidated financial statements for disclosures related to decommissioning of our offshore pipelines and platform assets and related risks.
(13) Lease Obligations
Lease Obligations
Office Lease. BDSC has an office lease related to our headquarters office in Houston, Texas. The 68-month operating lease expires in August 2023. Under the lease, BDSC has an
option to extend the lease term for an additional five (5) year period. To exercise the option, BDSC must provide lessor notice at least twelve (12) months before the end of the
current term.
In March 2021, BDSC defaulted on the office lease due to non-payment of rent. In May 2021, BDSC and TR 801 Travis LLC (“Building Lessor”) reached an agreement to cure
BDSC’s office lease default. Under the terms of a fourth amendment to the office lease, Building Lessor agreed to defer BDSC’s past due obligations, including rent installments
and other charges totaling approximately $0.1 million (the “Past Due Obligations”), in equal monthly installments beginning in June 2021, and continuing through lease expiration
The Past Due Obligations are subject to an annual percentage rate of 4.50%. BDSC’s monthly base rent including the prorated portion of the Past Due Obligations is $0.02 million.
Building Lessor notified BDSC in an October 11, 2021 letter of a new default under the office lease due to non-payment of rent. As of the filing date of this report, BDSC was in
default related to required monthly base rent including Past Due Obligations from April 2021 to March 2022. Default under the office lease permits Building Lessor to declare the
amounts owed under the office lease immediately due and payable, exercise its rights concerning collateral securing obligors’ obligations under the office lease, including property
placed in or upon the leased premises, and exercise any other rights and remedies available. Although BDSC intends to cure the lease default, we can provide no assurance that our
efforts will be successful.
An Affiliate, LEH, subleases a portion of the Houston office space. BDSC received sublease income from LEH totaling $0.03 million for both twelve-month periods ended
December 31, 2021, and 2020. See “Note (3)” to our consolidated financial statements for additional disclosures related to the Affiliate sub-lease.
Blue Dolphin Energy Company
December 31, 2021 │Page 71
Table of Contents
Notes to Consolidated Financial Statements
The following table presents the lease-related assets and liabilities recorded on the consolidated balance sheet:
Assets
Operating lease ROU assets
Less: Accumulated amortization on operating lease assets
Total lease assets
Liabilities
Current
Operating lease
Noncurrent
Operating lease
Total lease liabilities
Balance Sheet Location
Operating lease ROU assets
Operating lease ROU assets
$
December 31,
2021
2020
(in thousands)
787 $
(455)
332
787
(289)
498
Current portion of lease liabilities
215
194
Long-term lease liabilities, net of
current
$
156
371 $
370
564
Weighted average remaining lease term in years
Operating lease
Weighted average discount rate
Operating lease
Finance leases
The following table presents information related to lease costs for operating and finance leases:
1.67
8.25%
8.25%
Operating lease costs
Finance lease costs:
Depreciation of leased assets
Interest on lease liabilities
Total lease cost
The table below presents supplemental cash flow information related to leases as follows:
Cash paid for amounts included in the measurement
of lease liabilities:
Operating cash flows for operating lease
Operating cash flows for finance leases
Financing cash flows for finance leases
As of December 31, 2021, maturities of lease liabilities for the periods indicated were as follows:
December 31,
Twelve Months Ended
December 31,
2021
2020
(in thousands)
$
206 $
-
-
206 $
206
13
3
222
$
$
$
$
December 31,
2021
2020
(in thousands)
233 $
- $
- $
230
4
17
Operating
Lease
Total
2022
2023
(in thousands)
$
$
214 $
157
371 $
214
157
371
Blue Dolphin Energy Company
December 31, 2021 │Page 72
Table of Contents
Notes to Consolidated Financial Statements
Future minimum annual lease commitments that are non-cancelable:
December 31,
2022
2023
(14) Income Taxes
Tax Provision
The provision for income tax benefit (expense) for the periods indicated was as follows:
Current
Federal
State
Deferred
Federal
State
Change in valuation allowance
Total provision for income taxes
GAAP treats TMT like an income tax for financial reporting purposes.
Effective Tax Rate
Our effective tax rate was as follows:
Expected tax rate
Permanent differences
State tax
Federal tax
Change in valuation allowance
Operating
Lease
(in thousands)
237
$
161
398
$
Twelve Months Ended
December 31,
2021
2020
(in thousands)
$
- $
-
2,335
-
(2,335)
(15)
-
3,033
-
(3,033)
$
- $
(15)
December 31,
2021
2020
21.00%
0.00%
0.00%
0.00%
(21.00)%
0.00%
21.00%
0.00%
0.00%
0.00%
(21.00)%
0.00%
Our effective tax rate differed from the U.S. federal statutory rate primarily due to AMT credits made refundable by the Tax Cuts and Jobs Act. At the date of enactment of the Tax
Cuts and Jobs Act, we re-measured our deferred tax assets and liabilities using a rate of 21%, which is the rate expected to be in place when such deferred assets and liabilities are
expected to reverse in the future. The re-measurement was offset by a change in our valuation allowance, resulting in there being no impact on our net deferred tax assets.
Blue Dolphin Energy Company
December 31, 2021 │Page 73
Table of Contents
Notes to Consolidated Financial Statements
Deferred income taxes as of the dates indicated consisted of the following:
Deferred tax assets:
NOL and capital loss carryforwards
Business interest expense
Start-up costs (crude oil and condensate processing facility)
ARO liability/deferred revenue
AMT credit
Other
Total deferred tax assets
December 31,
2021
2020
(in thousands)
$
16,818 $
4,680
424
727
-
12
22,661
15,258
3,343
509
498
-
3
19,611
Deferred tax liabilities:
Basis differences in property and equipment
Total deferred tax liabilities
Valuation allowance
Deferred tax assets, net
(7,945)
(7,945)
14,716
(7,230)
(7,230)
12,381
(14,716)
(12,381)
$
- $
-
Deferred Income Taxes
Balances for deferred income tax represent the effects of temporary differences between carrying amounts and the actual income tax basis of our assets and liabilities; the balances
also reflect NOL carryforwards. We record the balances based on tax rates we expect to be in effect when paid. NOL carryforwards and deferred tax assets represent amounts
available to reduce future taxable income.
NOL Carryforwards. Under IRC Section 382, a corporation that undergoes an “ownership change” is subject to limitations on its use of pre-change NOL carryforwards to offset
future taxable income. Within the meaning of IRC Section 382, an “ownership change” occurs when the aggregate stock ownership of stockholders who own more than 5% (after
applying certain look-through rules) increase by more than fifty percent (50% over such stockholders' lowest percentage ownership during the testing period (generally three years).
Based on the tax rule, ownership changes occurred in 2005 and 2012. The 2005 ownership change related to a series of private placements; the 2012 ownership change related to a
reverse acquisition. These ownership changes limit the use of pre-change NOL carryforwards to offset future taxable income. The annual use limitation generally equals the value of
the common stock, on an aggregate basis, when the ownership change occurred multiplied by a specified tax-exempt interest rate. The 2012 ownership change will subject
approximately $16.3 million in NOL carryforwards generated before the ownership change to an annual use limitation of roughly $0.6 million per year. We may use any unused
portions of the limitation in subsequent years. Because of the yearly restriction, approximately $6.7 million in NOL carryforwards generated before the 2012 ownership change will
expire unused. NOL carryforwards generated after the 2012 ownership change but before 2018 are not subject to an annual use limitation; we can use these NOL carryforwards for
20 years in addition to NOL carryforward amounts generated before the ownership change.
NOL Carryforwards. NOL carryforwards that remained available for future use for the periods indicated were as follow (amounts shown are net of NOLs that will expire unused
because of the IRC Section 382 limitation):
Balance at December 31, 2019
Net operating losses
Balance at December 31, 2020
Net operating losses
Balance at December 31, 2021
Net Operating Loss
Carryforward
Pre-Ownership
Change
Post-
Ownership
Change
(in thousands)
Total
9,614
43,058
52,672
-
13,305
13,305
$
9,614 $
56,363 $
65,977
(1,717)
9,148
7,431
$
7,897 $
65,511 $
73,408
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Notes to Consolidated Financial Statements
Valuation Allowance. As of each reporting date, management considers new evidence, both positive and negative, to determine the realizability of deferred tax assets. This
assessment (of whether there is more than a 50% probability that our deferred tax asset is realizable) depends on the generation of future taxable income before the expiration of any
NOL carryforwards. At December 31, 2021 and 2020, management determined that realization of the deferred tax assets from NOLs is unlikely based on negative evidence of
three-year cumulative net losses. Cumulative net losses represent significant negative objective evidence, limiting the ability to consider other subjective evidence, such as
projections for future growth. Based on management’s evaluation, we recorded a valuation allowance against the deferred tax assets as of December 31, 2021 and 2020.
We have NOL carryforwards that remain available for future use. At December 31, 2021 and 2020, there were no uncertain tax positions for which a reserve or liability was
necessary.
(15) Earnings Per Share
A reconciliation between basic and diluted income per share for the periods indicated was as follows:
Net income (loss)
Basic and diluted income (loss) per share
Basic and Diluted
Weighted average number of shares of
common stock outstanding and potential
dilutive shares of common stock
Twelve Months Ended
December 31,
2021
2020
(in thousands,
except share and per share
amounts)
$
$
(12,841) $
(14,458)
(1.01) $
(1.15)
12,693,514
12,574,465
Diluted EPS is computed by dividing net income available to common stockholders by the weighted average number of shares of common stock outstanding. Diluted EPS for the
twelve months ended December 31, 2021 and 2020 was the same as basic EPS as there were no stock options or other dilutive instruments outstanding.
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Notes to Consolidated Financial Statements
(16) Commitments and Contingencies
Amended and Restated Operating Agreement
See “Note (3)” to our consolidated financial statements for additional disclosures related to operation and management of all Blue Dolphin properties by an Affiliate under the
Amended and Restated Operating Agreement.
BSEE Offshore Pipelines and Platform Decommissioning
BDPL has pipelines and platform assets that are subject to BSEE’s idle iron regulations. Idle iron regulations mandate lessees and rights-of-way holders to permanently abandon
and/or remove platforms and other structures when they are no longer useful for operations. Until such structures are abandoned or removed, lessees and rights-of-way holders are
required to inspect and maintain the assets in accordance with regulatory requirements.
In December 2018, BSEE issued an INC to BDPL for failure to flush and fill Pipeline Segment No. 13101. Management met with BSEE in August 2019 to address BDPL’s plans
with respect to decommissioning its offshore pipelines and platform assets. BSEE proposed that BDPL re-submit pipeline and platform decommissioning permit applications,
including a safe boarding plan, by February 2020. BDPL submitted permit applications to BSEE in February 2020 and the USACOE in March 2020. In April 2020, BSEE issued
another INC to BDPL for failure to perform the required structural surveys for the GA-288C Platform. BDPL completed the required platform surveys in June 2020. Abandonment
operations were delayed due to our cash constraints associated with historical net losses and the ongoing impact of COVID-19. We cannot currently estimate when
decommissioning may occur.
Lack of permit approvals does not relieve BDPL of its obligations to remedy the BSEE INCs or of BSEE’s authority to impose financial penalties. If BDPL fails to complete
decommissioning of the offshore pipelines and platform assets and/or remedy the INCs within a timeframe determined to be prudent by BSEE, BDPL could be subject to regulatory
oversight and enforcement, including but not limited to failure to correct an INC, civil penalties, and revocation of BDPL’s operator designation, which could have a material
adverse effect on our earnings, cash flows, and liquidity.
We are currently unable to predict the outcome of the BSEE INCs. Accordingly, we have not recorded a liability on our consolidated balance sheet as of December 31, 2020. At
December 31, 2021 and 2020, BDPL maintained $3.5 million and $2.4 million, respectively, in AROs related to abandonment of these assets.
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Notes to Consolidated Financial Statements
Defaults Under Secured Loan Agreements with Third Parties and Related Parties
See “Notes (1), (3), (10), and (11)” to our consolidated financial statements for additional disclosures related to defaults under our secured and unsecured debt agreements.
Financing Agreements and Guarantees
Indebtedness. See “Notes (1), (3), (10), and (11)” to our consolidated financial statements for disclosures related to Affiliate and third-party indebtedness and defaults thereto.
Guarantees. Affiliates provided guarantees on certain debt of Blue Dolphin and its subsidiaries. The maximum amount of any guarantee is equal to the principal amount and
accrued interest, which amounts are reduced as payments are made. See “Notes (1), (3), (10), and (11)” to our consolidated financial statements for additional disclosures related to
Affiliate and third-party guarantees associated with indebtedness and defaults thereto.
Health, Safety and Environmental Matters
The operations of certain Blue Dolphin subsidiaries are subject to extensive federal, state, and local environmental, health, and safety regulations governing, among other things, the
generation, storage, handling, use and transportation of petroleum products and hazardous substances; the emission and discharge of materials into the environment; waste
management; characteristics and composition of jet fuel and other products; and the monitoring, reporting and control of air emissions. These operations also require numerous
permits and authorizations under various environmental, health, and safety laws and regulations. Failure to obtain and comply with these permits or environmental, health, or safety
laws generally could result in fines, penalties or other sanctions, or a revocation of our permits.
Legal Matters
In the ordinary course of business, we are involved in legal matters incidental to the routine operation of our business, such as mechanic’s liens and contract-related disputes. We
may also become party to lawsuits, administrative proceedings, and governmental investigations, including environmental, regulatory, and other matters. Large, and sometimes
unspecified, damages or penalties may be sought from us in some matters and certain matters may require years to resolve. Although we cannot provide assurance, we believe that
an adverse resolution of the matters described below would not have a material impact on our liquidity, consolidated financial position, or consolidated results of operations.
Unresolved Matters.
BOEM Additional Financial Assurance (Supplemental Pipeline Bonds). To cover the various obligations of lessees and rights-of-way holders operating in federal waters of the Gulf
of Mexico, BOEM evaluates an operator’s financial ability to carry out present and future obligations to determine whether the operator must provide additional security beyond the
statutory bonding requirements. Such obligations include the cost of plugging and abandoning wells and decommissioning pipelines and platforms at the end of production or
service activities. Once plugging and abandonment work has been completed, the collateral backing the financial assurance is released by BOEM.
BDPL historically maintained $0.9 million in financial assurance to BOEM for the decommissioning of its trunk pipeline offshore in federal waters. Following an agency
restructuring of the financial assurance program, in March 2018 BOEM ordered BDPL to provide additional financial assurance totaling approximately $4.8 million for five (5)
existing pipeline rights-of-way. In June 2018, BOEM issued BDPL INCs for each right-of-way that failed to comply. BDPL appealed the INCs to the IBLA. Although the IBLA
granted multiple extension requests, the Office of the Solicitor of the U.S. Department of the Interior indicated that BOEM would not consent to further extensions. The solicitor’s
office signaled that BDPL’s adherence to milestones identified in an August 2019 meeting between management and BSEE may help in future discussions with BOEM related to
the INCs. Decommissioning of these assets will significantly reduce or eliminate the amount of financial assurance required by BOEM, which may serve to partially or fully resolve
the INCs. Decommissioning of these assets was delayed due to our cash constraints associated with historical net losses and the ongoing impact of COVID-19. We cannot currently
estimate when decommissioning may occur.
BDPL’s pending appeal of the BOEM INCs does not relieve BDPL of its obligations to provide additional financial assurance or of BOEM’s authority to impose financial penalties.
There can be no assurance that we will be able to meet additional financial assurance (supplemental pipeline bond) requirements. If BDPL is required by BOEM to provide
significant additional financial assurance (supplemental pipeline bonds) or is assessed significant penalties under the INCs, we will experience a significant and material adverse
effect on our operations, liquidity, and financial condition.
We are currently unable to predict the outcome of the BOEM INCs. Accordingly, we did not record a liability on our consolidated balance sheets as of December 31, 2021 and
2020. At both December 31, 2021 and 2020, BDPL maintained approximately $0.9 million in credit and cash-backed pipeline rights-of-way bonds issued to BOEM.
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Notes to Consolidated Financial Statements
TCEQ Proposed Agreed Order. In October 2021, LRM received a proposed agreed order from the TCEQ for alleged solid and hazardous waste violations discovered during an
investigation from January 29, 2020 to March 2, 2020. The proposed agreed order assesses an administrative penalty of approximately $0.4 million and identifies actions needed to
correct the alleged violations. We are currently seeking to negotiate a reduced penalty amount. However, we recorded a liability for the maximum proposed amount of $0.4 million
on our consolidated balance sheet as of December 31, 2021.
Pilot Dispute Related to Set-Off Payments. On October 4, 2021, NPS repaid all obligations owed to Pilot under the Amended Pilot Line of Credit. However, in a letter from NPS to
Pilot dated October 28, 2021, NPS disputed approximately $0.3 million in payments Pilot made to Tartan Oil LLC, a Pilot affiliate, arising under a product sales agreement. NPS
contends the disputed amount should have been applied to the balance owed by NPS under the Amended Pilot Line of Credit. Pilot has asserted that the redirected payment was
offset by accrued interest owed by NPS under the Amended Pilot Line of Credit. As of the filing date of this report, the amount remained in dispute between the parties.
Defaults under Secured Loan Agreements. We are currently in default under certain of our secured loan agreements with third parties and related parties. See “Part II, Item 8.
Financial Statements and Supplementary Data – Notes (1), (3), (10), and (11)” for additional disclosures related to third-party and related-party debt, defaults on such debt, and the
potential effects of such defaults on our business, financial condition, and results of operations. If third parties exercise their rights and remedies due to defaults under our secured
loan agreements, our business, financial condition, and results of operations will be materially adversely affected.
Counterparty Contract-Related Dispute. As of the filing date of this report, we were involved in a contract-related dispute with Tartan involving a revenue sharing-arrangement for
the storage and sale of crude oil. Management is working to resolve the dispute amicably, however, the potential outcome is unknown. Management does not believe that the
contract-related dispute will have a material adverse effect on our financial position, earnings, or cash flows. However, there can be no assurance that management’s efforts will
result in a manageable outcome.
Resolved Matters.
None.
Share Issuances (Sales of Unregistered Securities)
We are obligated to issue shares of our Common Stock to: (i) non-employee directors for services rendered to the Board and (ii) to Jonathan Carroll pursuant to the Guaranty Fee
Agreements. For the foreseeable future, management does not intend to pay Mr. Carroll the cash portion of guaranty fees due to Blue Dolphin’s working capital deficits. The cash
portion will continue to accrue and be added to the principal balance of the March Carroll Note. See “Note (3)” to our consolidated financial statements for additional disclosures
related to Affiliates and working capital deficits, as well as for information related to the guaranty fee agreements. Set forth below is information regarding the sale or issuance of
Common Stock related to the above noted obligations during the twelve months ended December 31, 2021 and 2020:
·
·
On April 30, 2020, we issued an aggregate of 231,065 restricted shares of Common Stock to Jonathan Carroll, which represented payment of the common stock component
of guaranty fees for the period November 2019 through March 2020. Due to price differences between the shares’ cost basis and the trading price of Blue Dolphin’s common
stock on the transaction settlement date, we recorded income of approximately $0.03 million related to the share issuance.
On April 30, 2020, we also issued an aggregate of 135,084 restricted shares of Common Stock to certain of our non-employee, independent directors, which represented
payment for services rendered to the Board for the three-month periods ended September 30, 2018, March 31, 2019, September 30, 2019, and March 31, 2020. Due to price
differences between the shares’ cost basis and the trading price of Blue Dolphin’s common stock on the transaction settlement date, we recorded income of approximately
$0.05 million related to the share issuance.
We recognized income on the issuance of shares of approximately $0.08 million and $0 for the twelve months ended December 31, 2021 and 2020, respectively. The sale and
issuance of these securities were exempt from registration under the Securities Act in reliance on Section 4(a)(2) of the Securities Act.
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Notes to Consolidated Financial Statements
(17) Subsequent Events
BDEC Term Loan Due 2051 Modification
Effective February 18, 2022, BDEC executed a 1st Loan Modification of Note to secure additional monies under the BDEC Term Loan Due 2051. The original principal amount of
the loan increased by $1.5 million from $0.5 million to $2.0 million. Proceeds will be used for working capital purposes. With the exception of the monthly principal payment, all
loan terms remained materially unchanged. Interest on the loan accrues at the rate of 3.75% per annum and will accrue from the date of loan. Installment payments, including
principal and interest, total $0.01 million per month and are due beginning thirty (30) months from the original loan date of May 4, 2021. The balance of principal and interest is
payable over a 30-year term; the loan maturity date remains June 7, 2051.
SBA EIDLs are not forgivable. Jonathan Carroll, the company’s chief executive officer, and an Affiliate provided guarantees of the debt. The debt is subject to certain customary
covenants and default provisions.
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Internal Controls and Procedures
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed by us in the reports we file or submit
under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified by SEC rules and forms. Disclosure controls and procedures include,
without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act is
accumulated and communicated to our Chief Executive Officer (principal executive officer, principal financial officer, and principal accounting officer) to allow timely decisions
regarding required disclosure. Under the supervision of, and with the participation of our management, including our Chief Executive Officer, we conducted an evaluation of the
effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as of the end of the period covered by this report.
Based on our evaluation, our Chief Executive Officer (principal executive officer, principal financial officer, and principal accounting officer) concluded that our disclosure controls
and procedures were effective as of the end of the period covered by this report to ensure that information required to be disclosed by us in reports that we file or submit under the
Exchange Act, are recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms.
Management’s Report on Internal Control over Financial Reporting
Management’s Responsibility. Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-
15(f) and 15d-15(f) under the Exchange Act. A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles in the U.S.
There are inherent limitations in the effectiveness of any control system, including the potential for human error and the possible circumvention or overriding of controls and
procedures. Additionally, judgments in decision-making can be faulty and breakdowns can occur because of a simple error or mistake. An effective control system can provide only
reasonable, not absolute, assurance that the control objectives of the system are adequately met. Accordingly, management does not expect that the control system can prevent or
detect all errors or fraud. Further, projections of any evaluation or assessment of effectiveness of a control system to future periods are subject to the risks that, over time, controls
may become inadequate because of changes in an entity’s operating environment or deterioration in the degree of compliance with policies or procedures.
Management’s Assessment.
As previously reported, for the twelve months ended December 31, 2020 management’s evaluation of our internal controls over financial reporting identified a material weakness
and significant deficiency, as follow:
●
●
Significant deficiency – There was not a process in place for formal review of manual journal entries.
Material weakness – The company lacked resources to handle complex accounting transactions. This could result in errors related to the recording, disclosure, and
presentation of consolidated financial information in quarterly, annual, and other filings. Prior year audit procedures resulted in significant adjustments related to the
accounting for a certain stock issuance in payment of related party debt, as well as deferred revenue relating to consideration received from a supplier.
During the twelve months ended December 31, 2021, management took steps to remediate these deficiencies, including implementing a formal policy to review manual journal
entries and documenting procedures to identify and address complex accounting transactions. Management, under the supervision and with the participation of our Chief Executive
Officer (principal executive officer, principal financial officer, and principal accounting officer), assessed the effectiveness of our internal controls over financial reporting at
December 31, 2021. In making this assessment, management used the criteria set forth by the 2013 Committee of Sponsoring Organizations of the Treadway Commission
Framework and SOX Compliance. Management’s evaluation of our internal controls over financial reporting for the twelve months ended December 31, 2021 determined that they
were effective.
Changes in Internal Control over Financial Reporting. Except as noted above, there have been no changes in our internal control over financial reporting that materially
affected, or is reasonably likely to materially affect, our internal control over financial reporting.
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Internal Controls and Procedures
Exemption from Management’s Report on Internal Control over Financial Reporting. This report does not include an attestation report of our registered public accounting
firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to rules of the SEC for
smaller reporting companies that permit us to provide only management’s attestation in this report.
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Other Information
ITEM 9B. OTHER INFORMATION
Sales of Unregistered Securities
Set forth below is information regarding the sale or issuance of shares of Common Stock by us for the years ended December 31, 2021 and 2020 that were not registered under the
Securities Act:
·
On April 30, 2020, we issued an aggregate of 231,065 restricted shares of Common Stock to Jonathan Carroll, which represented payment of the common stock component of
guaranty fees for the period November 2019 through March 2020. Due to price differences between the shares’ cost basis and the trading price of Blue Dolphin’s common
stock on the transaction settlement date, we recorded income of approximately $0.03 million related to the share issuance. As a condition for our secured loan agreements
with Veritex, Mr. Carroll was required to personally guarantee repayment of borrowed funds and accrued interest. Under the guaranty fee agreements, Mr. Carroll is entitled
to receive guaranty fees. The fees are payable 50% in cash and 50% in Common Stock. The Common Stock portion is paid periodically. For the foreseeable future,
management does not intend to pay Mr. Carroll the cash portion due to Blue Dolphin’s working capital deficits. The cash portion will continue to accrue and be added to the
outstanding principal balance owed to Mr. Carroll under the March Carroll Note.
·
On April 30, 2020, we also issued an aggregate of 135,084 restricted shares of Common Stock to certain of our non-employee, independent directors, which represented
payment for services rendered to the Board for the three-month periods ended September 30, 2018, March 31, 2019, September 30, 2019, and March 31, 2020. Due to price
differences between the shares’ cost basis and the trading price of Blue Dolphin’s common stock on the transaction settlement date, we recorded income of approximately
$0.05 million related to the share issuance.
BDEC Term Loan Due 2051 Modification
Effective February 18, 2022, BDEC executed a 1st Loan Modification of Note to secure additional monies under the BDEC Term Loan Due 2051. The original principal amount of
the loan increased by $1.5 million from $0.5 million to $2.0 million. Proceeds will be used for working capital purposes. With the exception of the monthly principal payment, all
loan terms remained materially unchanged. Interest on the loan accrues at the rate of 3.75% per annum and will accrue from the date of loan. Installment payments, including
principal and interest, total $0.01 million per month and are due beginning thirty (30) months from the original loan date of May 4, 2021. The balance of principal and interest is
payable over a 30-year term; the loan maturity date remains June 7, 2051.
SBA EIDLs are not forgivable. Jonathan Carroll, the company’s chief executive officer, and an Affiliate provided guarantees of the debt. The debt is subject to certain customary
covenants and default provisions.
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Table of Contents
Directors and Officers Compensation and Beneficial Stockholder Information
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE
PART III
The information required in response to this Item 10 is incorporated herein by reference to our definitive proxy statement relating to our 2022 Annual Meeting of Stockholders to be
filed with the SEC pursuant to Regulation 14A, not later than 120 days after the end of our fiscal year covered by this report.
ITEM 11. EXECUTIVE COMPENSATION
The information required in response to this Item 11 is incorporated herein by reference to our definitive proxy statement relating to our 2022 Annual Meeting of Stockholders to be
filed with the SEC pursuant to Regulation 14A, not later than 120 days after the end of our fiscal year covered by this report.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The information required in response to this Item 12 is incorporated herein by reference to our definitive proxy statement relating to our 2022 Annual Meeting of Stockholders to be
filed with the SEC pursuant to Regulation 14A, not later than 120 days after the end of our fiscal year covered by this report.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The information required in response to this Item 13 is incorporated herein by reference to our definitive proxy statement relating to our 2022 Annual Meeting of Stockholders to be
filed with the SEC pursuant to Regulation 14A, not later than 120 days after the end of our fiscal year covered by this report.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
The information required in response to this Item 14 is incorporated herein by reference to our definitive proxy statement relating to our 2022 Annual Meeting of Stockholders to be
filed with the SEC pursuant to Regulation 14A, not later than 120 days after the end of our fiscal year covered by this report.
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Exhibits
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
Exhibits and Financial Statement Schedules
Following is a list of documents filed as part of this report:
PART IV
·
·
Consolidated balance sheets, consolidated statements of operations, consolidated statements of shareholders’ equity (deficit), and consolidated statements of cash flows,
which appear in “Part II, Item 8.Financial Statements and Supplementary Data”.
Exhibits as listed in the exhibit index of this report, which is incorporated herein by reference.
ITEM 16. FORM 10-K SUMMARY
Not applicable.
Exhibits Index
No.
Description
3.1
3.2
4.1
4.2
4.3
4.4
10.1*
10.2*
10.3*
10.4*
10.5
10.6
Amended and Restated Certificate of Incorporation of Blue Dolphin (incorporated by reference to Exhibit 3.1 filed with Blue Dolphin’s Form 8-K on June 2,
2009, Commission File No. 000-15905)
Amended and Restated By-Laws of Blue Dolphin (incorporated by reference to Exhibit 3.1 filed with Blue Dolphin’s Form 8-K on December 26, 2007,
Commission File No. 000-15905)
Specimen Stock Certificate (incorporated by reference to exhibits filed with Blue Dolphin’s Form 10-K on March 30, 1990, Commission File No. 000-15905)
Form of Promissory Note issued pursuant to the Note and Warrant Purchase Agreement dated September 8, 2004 (incorporated by reference to Exhibit 4.1 filed
with Blue Dolphin’s Form 8-K on September 14, 2004, Commission File No. 000-15905)
Promissory Note of Lazarus Louisiana Refinery II, LLC, payable to Blue Dolphin dated July 31, 2009 (incorporated by reference to Exhibit 10.1 filed with Blue
Dolphin’s Form 8-K on August 6, 2009, Commission File No. 000-15905)
Description of company securities.
Blue Dolphin 2000 Stock Incentive Plan (incorporated by reference to Appendix 1 filed with Blue Dolphin’s Proxy Statement on Form DEF 14A on April 20,
2000, Commission File No. 000-15905)
First Amendment to the Blue Dolphin 2000 Stock Incentive Plan (incorporated by reference to Appendix B filed with Blue Dolphin’s Proxy Statement on Form
DEF 14A on April 16, 2003, Commission File No. 000-15905)
Second Amendment to the Blue Dolphin 2000 Stock Incentive Plan (incorporated by reference to Appendix A filed with Blue Dolphin’s Proxy Statement on Form
DEF 14A on April 27, 2006, Commission File No. 000-15905)
Fourth Amendment to the Blue Dolphin 2000 Stock Incentive Plan (incorporated by reference to Exhibit B filed with Blue Dolphin’s Proxy Statement on Form
DEFA on December 28, 2011, Commission File No. 000-15905)
Management Agreement by and between Lazarus Energy Holdings, LLC, Lazarus Energy, LLC and Blue Dolphin effective as of February 15, 2012 (incorporated
by reference to Exhibit 10.2 filed with Amendment No. 1 to Blue Dolphin’s Form 8-K on March 14, 2012, Commission File No. 000-15905)
Amendment No. 1 to Management Agreement dated May 12, 2014 by and among Lazarus Energy Holdings, LLC, Blue Dolphin and Lazarus Energy, LLC
(incorporated by reference to Exhibit 10.1 filed with Blue Dolphin’s Form 8-K on May 16, 2014, Commission File No. 000-15905)
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Exhibits
10.7
10.8
10.9
10.10
10.11
10.12
10.13
10.14
10.15
10.16
10.17
10.18
10.19
10.20
Promissory Note between Lazarus Energy LLC as maker and Notre Dame Investors Inc. as Payee in the Principal Amount of $8,000,000 dated June 1, 2006
(incorporated by reference to Exhibit 10.6 filed with Blue Dolphin’s Form 10-Q on March 31, 2012, Commission File No. 000-15905)
Subordination Agreement effective August 21, 2008 by Notre Dame Investors, Inc. in favor of First International Bank (incorporated by reference to Exhibit 10.2
filed with Blue Dolphin’s Form 10-Q on March 31, 2012, Commission File No. 000-15905)
Intercreditor and Subordination Agreement dated September 29, 2008 by and between Notre Dame Investors, Inc., Richard Oberlin, Lazarus Energy LLC and
First International Bank (incorporated by reference to Exhibit 10.3 filed with Blue Dolphin’s Form 10-Q on March 31, 2012, Commission File No. 000-15905)
Intercreditor and Subordination Agreement dated August 12, 2011 by and among John H. Kissick, Lazarus Energy LLC and Milam Services, Inc. (incorporated by
reference to Exhibit 10.7 filed with Blue Dolphin’s Form 10-Q on March 31, 2012, Commission File No. 000-15905)
First Amendment to Promissory Note by and between Lazarus Energy, LLC and John H. Kissick effective as of July 1, 2013 (incorporated by reference to Exhibit
10.1 filed with Blue Dolphin’s Form 10-Q on November 14, 2013, Commission File No. 000-15905)
Second Amendment to Promissory Note by and between Lazarus Energy, LLC and John H. Kissick effective as of October 1, 2014 (incorporated by reference to
Exhibit 10.48 filed with Blue Dolphin’s Form 10-K on March 31, 2015, Commission File No. 000-15905)
Second Amendment to Promissory Note by and between Lazarus Energy, LLC and John H. Kissick effective as of October 1, 2014 (incorporated by reference to
Exhibit 10.48 filed with Blue Dolphin’s Form 10-K on March 31, 2015, Commission File No. 000-15905)
Loan Agreement among Sovereign Bank, Lazarus Energy, LLC and Jonathan Pitts Carroll, Sr., Blue Dolphin Energy Company, Lazarus Refining & Marketing,
LLC, and Lazarus Energy Holdings dated June 22, 2015 (incorporated by reference to Exhibit 10.1 filed with Blue Dolphin’s Form 8-K on June 26, 2015,
Commission File No. 000-15905)
Promissory Note between Lazarus Energy, LLC and Sovereign Bank for the principal sum of $25,000,000 dated June 22, 2015 (incorporated by reference to
Exhibit 10.2 filed with Blue Dolphin’s Form 8-K on June 26, 2015, Commission File No. 000-15905)
Security Agreement of Lazarus Energy, LLC in favor of Sovereign Bank dated June 22, 2015 (incorporated by reference to Exhibit 10.3 filed with Blue Dolphin’s
Form 8-K on June 26, 2015, Commission File No. 000-15905)
Deed of Trust, Mortgage, Security Agreement, Assignment of Leases and Rents, Financing Statement and Fixture Filing for Lazarus Energy, LLC dated June 22,
2015 (incorporated by reference to Exhibit 10.4 filed with Blue Dolphin’s Form 8-K on June 26, 2015, Commission File No. 000-15905)
Security Agreement of Lazarus Energy, LLC for the benefit of Lazarus Refining & Marketing, LLC dated June 22, 2015 (incorporated by reference to Exhibit
10.5 filed with Blue Dolphin’s Form 8-K on June 26, 2015, Commission File No. 000-15905)
Loan and Security Agreement between Sovereign Bank and Lazarus Refining & Marketing, LLC dated June 22, 2015 (incorporated by reference to Exhibit 10.6
filed with Blue Dolphin’s Form 8-K on June 26, 2015, Commission File No. 000-15905)
Pledge Agreement by Lazarus Refining & Marketing, LLC in favor of Sovereign Bank dated June 22, 2015 (incorporated by reference to Exhibit 10.8 filed with
Blue Dolphin’s Form 8-K on June 26, 2015, Commission File No. 000-15905)
10.21
Collateral Assignment executed by Blue Dolphin Pipe Line Company for the benefit of Sovereign Bank dated June 22, 2015 (incorporated by reference to Exhibit
10.9 filed with Blue Dolphin’s Form 8-K on June 26, 2015, Commission File No. 000-15905)
10.22
10.23
10.24
Guaranty Agreement by Jonathan Pitts Carroll, Sr., Blue Dolphin Energy Company, Lazarus Energy, LLC and Sovereign Bank dated June 22, 2015 (incorporated
by reference to Exhibit 10.10 filed with Blue Dolphin’s Form 8-K on June 26, 2015, Commission File No. 000-15905)
Guaranty Fee Agreement between Jonathan P. Carroll and Lazarus Energy, LLC dated June 22, 2015 (incorporated by reference to Exhibit 10.11 filed with Blue
Dolphin’s Form 8-K on June 26, 2015, Commission File No. 000-15905)
Guaranty Fee Agreement between Jonathan P. Carroll and Lazarus Refining & Marketing, LLC dated June 22, 2015 (incorporated by reference to Exhibit 10.12
filed with Blue Dolphin’s Form 8-K on June 26, 2015, Commission File No. 000-15905)
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Exhibits
10.25
10.26
10.27
10.28
10.29
10.30
10.31
10.32
10.33
10.34
10.35
10.36
10.37
10.38
10.39
10.40
Amendment No. 2. to Operating Agreement by and between Lazarus Energy Holdings, LLC, Blue Dolphin, and Lazarus Energy, LLC effective as of June 1, 2015
(incorporated by reference to Exhibit 10.1 filed with Blue Dolphin’s Form 10-Q on August 14, 2015, Commission File No. 000-15905)
Loan Agreement among Sovereign Bank, Lazarus Refining & Marketing, LLC, Jonathan Pitts Carroll, Sr., Blue Dolphin Energy Company, Lazarus Energy, LLC,
and Lazarus Energy Holdings dated December 4, 2015 (incorporated by reference to Exhibit 10.1 filed with Blue Dolphin’s Form 8-K on December 10, 2015,
Commission File No. 000-15905)
Promissory Note between Lazarus Refining & Marketing, LLC and Sovereign Bank for the principal sum of $10,000,000 dated December 4, 2015 (incorporated
by reference to Exhibit 10.2 filed with Blue Dolphin’s Form 8-K on December 10, 2015, Commission File No. 000-15905)
Security Agreement of Lazarus Refining & Marketing, LLC in favor of Sovereign Bank dated December 4, 2015 (incorporated by reference to Exhibit 10.3 filed
with Blue Dolphin’s Form 8-K on December 10, 2015, Commission File No. 000-15905)
Deed of Trust, Mortgage, Security Agreement, Assignment of Leases and Rents, Financing Statement and Fixture Filing for Lazarus Refining & Marketing, LLC
dated December 4, 2015 (incorporated by reference to Exhibit 10.4 filed with Blue Dolphin’s Form 8-K on December 10, 2015, Commission File No. 000-15905)
Construction Rider to Loan Agreement dated December 4, 2015 (incorporated by reference to Exhibit 10.5 filed with Blue Dolphin’s Form 8-K on December 10,
2015, Commission File No. 000-15905)
Absolute Assignment of Leases and Rents dated December 4, 2015 (incorporated by reference to Exhibit 10.6 filed with Blue Dolphin’s Form 8-K on December
10, 2015, Commission File No. 000-15905)
Indemnification Agreement dated December 4, 2015 (incorporated by reference to Exhibit 10.7 filed with Blue Dolphin’s Form 8-K on December 10, 2015,
Commission File No. 000-15905)
Pledge Agreement by Lazarus Energy Holdings, LLC in favor of Sovereign Bank dated December 4, 2015 (incorporated by reference to Exhibit 10.8 filed with
Blue Dolphin’s Form 8-K on December 10, 2015, Commission File No. 000-15905)
Collateral Assignment of Key Agreements dated December 4, 2015 (incorporated by reference to Exhibit 10.9 filed with Blue Dolphin’s Form 8-K on December
10, 2015, Commission File No. 000-15905)
First Amendment to Lazarus Energy, LLC Loan Agreement and Loan Documents dated December 4, 2015 (incorporated by reference to Exhibit 10.10 filed with
Blue Dolphin’s Form 8-K on December 10, 2015, Commission File No. 000-15905)
First Amendment to Lazarus Energy, LLC Deed of Trust, Mortgage, Security Agreement, Assignment of Leases and Rents, Financing Statement and Fixture
Filing dated December 4, 2015 (incorporated by reference to Exhibit 10.11 filed with Blue Dolphin’s Form 8-K on December 10, 2015, Commission File No. 000-
15905)
Guaranty Fee Agreement between Jonathan P. Carroll and Lazarus Refining & Marketing, LLC dated December 4, 2015 (incorporated by reference to Exhibit
10.12 filed with Blue Dolphin’s Form 8-K on December 10, 2015, Commission File No. 000-15905)
Loan and Security Agreement by and between Lazarus Energy Holdings, LLC and Blue Dolphin Pipe Line Company dated August 15, 2016 (incorporated by
reference to Exhibit 10.1 filed with Blue Dolphin’s Form 8-K on August 19, 2016, Commission File No. 000-15905)
Promissory Note by and between Lazarus Energy Holdings, LLC and Blue Dolphin Pipe Line Company dated August 15, 2016 (incorporated by reference to
Exhibit 10.2 filed with Blue Dolphin’s Form 8-K on August 19, 2016, Commission File No. 000-15905)
Deed of Trust, Mortgage, Security Agreement, Assignment of Leases and Rents, Financing Statement and Fixture Filing for Blue Dolphin Pipe Line Company
dated August 15, 2016 (incorporated by reference to Exhibit 10.3 filed with Blue Dolphin’s Form 8-K on August 19, 2016, Commission File No. 000-15905)
Blue Dolphin Energy Company
December 31, 2021 │Page 86
Table of Contents
Exhibits
10.41
10.42
10.43
Promissory Note dated March 31, 2017, of Blue Dolphin Energy Company in favor of Lazarus Energy Holdings, LLC (incorporated by reference to Exhibit 10.1
filed with Blue Dolphin’s Form 10-Q on May 15, 2017, Commission File No. 000-15905)
Amended and Restated Promissory Note dated March 31, 2017, of Blue Dolphin Energy Company in favor of Ingleside Crude, LLC (incorporated by reference to
Exhibit 10.2 filed with Blue Dolphin’s Form 10-Q on May 15, 2017, Commission File No. 000-15905)
Amended and Restated Promissory Note dated March 31, 2017, of Blue Dolphin Energy Company in favor of Lazarus Capital, LLC (Jonathan Carroll)
(incorporated by reference to Exhibit 10.3 filed with Blue Dolphin’s Form 10-Q on May 15, 2017, Commission File No. 000-15905)
10.44
10.45
10.46
10.47
10.48
10.49
10.50
10.51
Amended and Restated Operating Agreement effective as of April 1, 2017, between Lazarus Energy Holdings, LLC, Lazarus Energy, LLC, and Blue Dolphin
Energy Company (incorporated by reference to Exhibit 10.4 filed with Blue Dolphin’s Form 10-Q on May 15, 2017, Commission File No. 000-15905)
Amended and Restated Promissory Note dated June 30, 2017, of Blue Dolphin Energy Company in favor of Lazarus Energy Holdings, LLC (incorporated by
reference to Exhibit 10.1 filed with Blue Dolphin’s Form 10-Q on October 12, 2017, Commission File No. 000-15905)
Amended and Restated Guaranty Fee Agreement between Jonathan Carroll and Lazarus Refining & Marketing, LLC (incorporated by reference to Exhibit 10.2
filed with Blue Dolphin’s Form 10-Q on October 12, 2017, Commission File No. 000-15905)
Amended and Restated Guaranty Fee Agreement between Jonathan Carroll and Lazarus Refining & Marketing LLC (incorporated by reference to Exhibit 10.3
filed with Blue Dolphin’s Form 10-Q on October 12, 2017, Commission File No. 000-15905)
Amended and Restated Guaranty Fee Agreement between Jonathan Carroll and Lazarus Energy, LLC (incorporated by reference to Exhibit 10.4 filed with Blue
Dolphin’s Form 10-Q on October 12, 2017, Commission File No. 000-15905)
Notice from Veritex Community Bank to Lazarus Energy, LLC, Blue Dolphin Energy Company, Lazarus Refining & Marketing, LLC, Lazarus Energy Holdings,
LLC, Lazarus Marine Terminal I, LLC and Jonathan Pitts Carroll, Sr. dated April 30, 2019 (incorporated by reference to Exhibit 10.7 filed with Blue Dolphin’s
Form 10-Q on August 14, 2019, Commission File No. 000-15905)
Loan Authorization and Agreement between Blue Dolphin Energy Company and the Small Business Administration effective May 4, 2021 (incorporated by
reference to Exhibit 10.1 filed with Blue Dolphin’s Form 10-Q on August 17, 2021, Commission File No. 000-15905).
Loan Authorization and Agreement between Blue Dolphin Energy Company and the Small Business Administration dated May 11, 2021 (incorporated by
reference to Exhibit 10.1 filed with Blue Dolphin’s Form 8-K on May 17, 2021, Commission File No. 000-15905).
10.52**
Loan Agreement between Greater Nevada Credit Union, Nixon Product Storage, LLC, and Guarantors (as defined therein) dated September 20, 2021.
10.53**
Guaranteed Note between Nixon Product Storage, LLC and Greater Nevada Credit Union dated September 20, 2021.
10.54**
Non-Guaranteed Note between Nixon Product Storage, LLC and Greater Nevada Credit Union dated September 20, 2021.
10.55**
1st Loan Modification of Note between Blue Dolphin Energy Company and the Small Business Administration dated February 18, 2022.
14.1
21.1**
23.1**
31.1**
32.1**
Code of Ethics applicable to the Chairman, Chief Executive Officer and Senior Financial Officer (incorporated by reference to Exhibit 14.1 filed with Blue
Dolphin’s Form 10-KSB on March 25, 2005, Commission File No. 000-15905)
List of Subsidiaries of Blue Dolphin
Consent of UHY LLP
Jonathan P. Carroll Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to section 302 of the Sarbanes-Oxley Act of 2002
Jonathan P. Carroll Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002
Blue Dolphin Energy Company
December 31, 2021 │Page 87
Table of Contents
Exhibits
99.1
99.2
Amended and Restated Audit Committee Charter as reviewed by the Board of Directors of Blue Dolphin on November 15, 2018 (incorporated by reference to
Appendix A filed with Blue Dolphin’s Proxy Statement on Form DEF 14A on November 15, 2018, Commission File No. 000-15905)
Compensation Committee Charter as reviewed by the Board of Directors of Blue Dolphin on November 15, 2018 (incorporated by reference to Appendix B filed
with Blue Dolphin’s Proxy Statement on Form DEF 14A on November 15, 2018, Commission File No. 000-15905)
101.INS**
XBRL Instance Document
101.SCH**
XBRL Taxonomy Schema Document
101.CAL**
XBRL Calculation Linkbase Document
101.LAB**
XBRL Label Linkbase Document
101.PRE**
XBRL Presentation Linkbase Document
XBRL Definition Linkbase Document
101.DEF**
_________________
* Management Compensation Plan
** Filed herewith
Blue Dolphin Energy Company
Table of Contents
Signature Page
December 31, 2021 │Page 88
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
SIGNATURES
April 1, 2022
BLUE DOLPHIN ENERGY COMPANY
(Registrant)
By:
/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)
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and
on the dates indicated.
Signature
Title
/s/ JONATHAN P. CARROLL
Jonathan P. Carroll
/s/ RYAN A. BAILEY
Ryan A. Bailey
/s/ AMITAV MISRA
Amitav Misra
/s/ CHRISTOPHER T. MORRIS
Christopher T. Morris
/s/ HERBERT N. WHITNEY
Herbert N. Whitney
Chairman of the Board, Chief Executive Officer,
President, Assistant Treasurer and Secretary
(Principal Executive Officer, Principal Financial
Officer, and Principal Accounting Officer)
Director
Director
Director
Director
Date
April 1, 2022
April 1, 2022
April 1, 2022
April 1, 2022
April 1, 2022
Blue Dolphin Energy Company
December 31, 2021 │Page 89
EXHIBIT 21.1
List of subsidiaries of Blue Dolphin Energy Company (“Blue Dolphin”):
·
·
·
·
·
·
·
·
Lazarus Energy, LLC, a Delaware limited liability company;
Lazarus Refining & Marketing, LLC, a Delaware limited liability company
Nixon Product Storage, LLC, a Delaware limited liability company
Blue Dolphin Pipe Line Company, a Delaware corporation;
Blue Dolphin Petroleum Company, a Delaware corporation;
Blue Dolphin Services Co., a Texas corporation;
Blue Dolphin Exploration Company, a Delaware corporation; and
Petroport, Inc., a Delaware corporation.
EXHIBIT 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in the Registration Statements on Form S-3 (Nos. 333-134156, 333-38606 and 333-124908) of Blue Dolphin Energy Company
of our report dated March 31, 2022, relating to our audit of the consolidated financial statements, which appear in this Annual Report on Form 10-K for the year ended December
31, 2021.
/s/ UHY LLP
UHY LLP
Sterling Heights, Michigan
April 1, 2022
EXHIBIT 31.1
I, Jonathan P. Carroll, certify that:
1.
2.
3.
4.
I have reviewed this annual report on Form 10-K of Blue Dolphin Energy Company (the “Registrant”).
Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in
light of the circumstances under which such statements were made, not misleading with respect to the periods covered by this annual report;
Based on my knowledge, the financial statements and other financial information included in this annual report, fairly present in all material respects the financial condition,
results of operations and cash flows of the Registrant as of, and for, the periods presented in this annual report;
I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over
financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and I have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material
information relating to the Registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which
this annual report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting
principles;
c) Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this annual report my conclusions about the effectiveness of the
disclosure controls and procedures, as of the end of the period covered by this annual report based on such evaluation; and
d) Disclosed in this annual report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the
Registrant’s fourth fiscal quarter in the case of this annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over
financial reporting; and
5.
I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the Audit Committee of the Registrant’s
Board of Directors:
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect
the Registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.
Date: April 1, 2022
/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)
CERTIFICATION OF
PRINCIPAL EXECUTIVE OFFICER AND
PRINCIPAL FINANCIAL OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002
EXHIBIT 32.1
In connection with the Annual Report of Blue Dolphin Energy Company (the “Blue Dolphin”) on Form 10-K for the period ended December 31, 2021 (the “Report”), as filed with
the Securities and Exchange Commission on the date hereof, I, Jonathan P. Carroll, Chief Executive Officer, President, Assistant Treasurer and Secretary (Principal Executive
Officer, Principal Financial Officer, and Principal Accounting Officer) of Blue Dolphin, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley
Act of 2002, that to my knowledge:
1. The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Blue Dolphin.
/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)
April 1, 2022
EXHIBIT 10.52
EXHIBIT 10.53
EXHIBIT 10.54
EXHIBIT 10.55