SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities and Exchange Act of 1934
Date of Report (Date of earliest event reported)
August 31, 1995
BLUE DOLPHIN ENERGY COMPANY
(Exact name of registrant as specified in its charter)
Delaware 0-15905 73-1268729
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
11 Greenway Plaza
Suite 1606
Houston, Texas 77046
(Address of principal executive office) (Zip Code)
(713) 621-3993
(Registrant's telephone number, including area code)
<PAGE>
ITEM 5. OTHER
See exhibit 20.1 Press Release of Blue Dolphin Energy Company dated
August 31, 1995, announcing the sale of a one-third interest in the Blue
Dolphin Pipeline System.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements
The Pro Forma Consolidated Balance Sheet at June 30, 1995, Pro
Forma Consolidated Statement of Operations for the year ended
December 31, 1994 and Pro Forma Consolidated Statement of
Operations for the six months ended June 30, 1995
(collectively the "Financial Statements") are presented
assuming that the sale of a 1/3 interest in the Blue Dolphin
Pipeline System for $10,000,000 occurred on June 30, 1995,
January 1, 1994 and January 1, 1995, respectively. The
Financial Statements have been prepared based on the
historical financial statements as of the same date or for the
same period indicated.
Index to Financial Statements: Page
Pro Forma Consolidated Balance Sheet, at June 30, 1995. . . 3
Pro Forma Consolidated Statement of Operations, for the year
ended December 31, 1994 . . . . . . .. . 5
Pro Forma Consolidated Statement of Operations, for the six
months ended June 30, 1995. . . . . .. . 7
<PAGE>
BLUE DOLPHIN ENERGY COMPANY AND SUBSIDIARIES
PRO FORMA CONSOLIDATED BALANCE SHEET
June 30, 1995
<TABLE>
<CAPTION>
Adjustments
Unaudited Debit Credit Pro Forma
------------ ----------- ---------- ------------
<S> <C> <C> <C> <C>
ASSETS
Current Assets:
Cash $ 525,123 10,000,000 (1) 6,060,054 (1)(2) 4,465,069
Trade accounts receivable 769,512 769,512
Inventory 7,210 7,210
Prepaid expenses and other current assets 325,164 325,164
---------- ----------
Total Current Assets 1,627,009 5,566,955
Property and equipment, at cost, using full
cost method for oil and gas properties 21,503,080 1,096,552 (1) 20,406,528
Accumulated depletion, depreciation
and amortization (4,322,884) 269,739 (1) (4,053,145)
---------- ----------
17,180,196 16,353,383
Land 1,700,000 566,667 (1) 1,133,333
Other Assets 520,118 216,000 (3) 736,118
---------- ----------
Total Assets 21,027,323 23,789,789
========== ==========
LIABILITIES AND STOCKHOLDERS EQUITY
Current Liabilities:
Accounts payable and accrued expenses 652,273 409,000 (3) 1,061,273
Current portion of long-term debt 2,190,450 2,190,450 (2) ----
Current portion of accrued abandonment costs 570,989 570,989
---------- ----------
Total Current Liabilities 3,413,712 1,632,262
Long-Term Debt, less current portion 3,825,000 3,815,000 (2) 10,000
Deferred Tax Liability --- 657,476 (3) 657,476
Accrued Abandonment Costs, less current portion 1,672,118 257,198 (1) 1,414,920
Dividends Payable on Preferred Stock 1,602,044 1,602,044
Cumulative Convertible Preferred Stock 1,456,048 1,456,048
Common Stock 349,405 349,405
Additional Paid in Capital 13,465,161 827,039 (3) 14,292,200
Accumulated Earnings (Deficit) since
January 1, 1990 (4,756,165) 1,677,515 (3) 8,809,114 (1) 2,375,434
---------- ---------- ---------- ----------
Total Liabilities and
Stockholders' Equity $21,027,323 18,425,902 18,425,902 23,789,789
=========== ========== ========== ==========
</TABLE>
<PAGE>
BLUE DOLPHIN ENERGY COMPANY AND SUBSIDIARIES
PRO FORMA CONSOLIDATED BALANCE SHEET
June 30, 1995
(Continued)
(1) To record the sale of a 1/3 interest in the Blue Dolphin
Pipeline System.
(2) To record the retirement of long-term debt totalling $6,005,450.
(3) To record the federal and state tax expense at the statutory
rate and a reduction in the deferred tax asset valuation allowance
directly related to the sale transaction. Due to the utilization of
net operating loss carryforwards, management believes that the
deferred income tax assets more likely than not will be realized.
Accordingly, income tax expense is reduced by the tax benefit from
the decrease in the deferred income tax asset valuation allowance
attributable to post quasi-reorganization net operating loss
carryforwards of $1,444,964. The deferred tax asset valuation
allowance attributable to pre-quasi-reorganization net operating
loss carryforwards of $827,039 is credited to additional paid-in
capital.
<PAGE>
BLUE DOLPHIN ENERGY COMPANY AND SUBSIDIARIES
PRO FORMA STATEMENT OF OPERATIONS
For The Year Ended December 31, 1994
<TABLE>
<CAPTION>
Adjustments
Historical Debit Credit Pro Forma
------------- --------- --------- ------------
<S> <C> <C> <C> <C>
Revenue from operations:
Pipeline operations $ 5,017,465 1,668,606 (1) 3,348,859
Oil and gas sales and operating fees 1,775,300 1,775,300
---------- ----------
Revenue from operations 6,792,765 5,124,159
Cost of operations:
Pipeline operating expenses 1,420,637 473,546 (1) 947,091
Lease operating expenses 1,084,425 1,084,425
Depletion, depreciation and amortization 732,719 74,337 (1) 658,382
General and administrative expenses 1,463,578 153,600 (1) 1,309,978
---------- ----------
Cost of operations 4,701,359 3,999,876
---------- ----------
Income from operations 2,091,406 1,124,283
Other income (expense):
Interest expense (607,966) 481,865 (2) (126,101)
Gain on sale of government bonds 33,678 33,678
Gain on sale of assets --- 8,734,777 (3) 8,734,777
Interest and other income 5,712 204,079 (4) 209,791
---------- ----------
Income before income taxes and
extraordinary item 1,522,830 9,976,428
Income taxes (592,171) 1,652,240 (5) 95,597 (1) (2,148,814)
Extraordinary item - gain from early retirement of
debt (net of income tax charge of $315,293) 612,040 612,040
---------- ----------
Net income $ 1,542,699 8,439,654
Dividend requirements on preferred stock (291,204) (291,204)
---------- ----------
Net income applicable to
common stockholders $ 1,251,495 8,148,450
========== ==========
Primary per common share:
Income before extraordinary item and after
dividend requirements on preferred stock $ 0.02 0.16
Extraordinary item - early retirement of debt 0.01 0.01
---------- ----------
Net income $ 0.03 0.17
========== ==========
Weighted average number of common shares
and common share equivalents outstanding 47,626,300 47,626,300
========== ==========
Fully diluted per common share:
Income before extraordinary item $ 0.01 0.13
Extraordinary item - early retirement of debt 0.01 0.01
---------- ----------
Net income $ 0.02 0.14
========== ==========
Weighted average number of common shares
and dilutive common share equivalents
outstanding 62,278,671 62,278,671
========== ==========
</TABLE>
<PAGE>
BLUE DOLPHIN ENERGY COMPANY AND SUBSIDIARIES
PRO FORMA STATEMENT OF OPERATIONS
For The Year Ended December 31, 1994
(Continued)
(1) To record reductions in pipeline revenues, pipeline operating
expenses, depreciation and amortization, general and administrative
expenses, and provision for income taxes as a result of the sale of
a 1/3 interest in the Blue Dolphin Pipeline System.
(2) To eliminate interest expense associated with the retirement of
long-term debt.
(3) To record the gain from the sale of a 1/3 interest in the Blue
Dolphin Pipeline System.
(4) To record estimated interest income earned on cash in excess of
debt retired, at 5%.
(5) To record the federal and state tax expense at the statutory rate
and a reduction in the deferred tax asset valuation allowance
directly related to the sale transaction. Due to the utilization
of net operating loss carryforwards, management believes that the
deferred income tax assets more likely than not will be realized.
Accordingly, income tax expense is reduced by the tax benefit from
the decrease in the deferred income tax asset valuation allowance
attributable to post quasi-reorganization net operating loss
carryforwards of $1,444,964. The deferred tax asset valuation
allowance attributable to pre-quasi-reorganization net operating
loss carryforwards of $827,039 is credited to additional paid-in
capital.
<PAGE>
BLUE DOLPHIN ENERGY COMPANY AND SUBSIDIARIES
PRO FORMA STATEMENT OF OPERATIONS
For The Six Months Ended June 30, 1995
<TABLE>
<CAPTION>
Adjustments
Unaudited Debit Credit Pro Forma
------------ ---------- ---------- ------------
<S> <C> <C> <C> <C>
Revenue from operations:
Pipeline operations $ 2,414,485 803,167 (1) 1,611,318
Oil and gas sales and operating fees 645,166 645,166
---------- ----------
REVENUE FROM OPERATIONS 3,059,651 2,256,484
Cost of operations:
Pipeline operating expenses 595,804 198,601 (1) 397,203
Lease operating expenses 425,543 425,543
Repair and maintenance costs 176,641 16,990 (1) 159,651
Depletion, depreciation, and amortization 319,058 33,374 (1) 285,684
---------- ----------
COST OF OPERATIONS 1,517,046 1,268,081
---------- ----------
1,542,605 988,403
Other income (expense):
General and administrative (721,896) 76,800 (1) (645,096)
Interest expense (301,855) 300,772 (2) (1,083)
Gain on sale of assets --- 8,809,114 (3) 8,809,114
Interest and other income 8,461 106,614 (4) 115,075
---------- ----------
INCOME BEFORE INCOME TAXES 527,315 9,266,413
Provision for income taxes (198,097) 1,677,515 (5) 4,995 (1) (1,870,617)
---------- ----------
NET INCOME 329,218 7,395,796
Dividend requirements on preferred stock (145,602) (145,602)
---------- ----------
Net income applicable to common stockholders $ 183,616 7,250,194
========== ==========
Net income per common share $ 0.004 0.155
========== ==========
Weighted average number of common shares
and dilutive common share equivalents
outstanding 46,914,141 46,914,141
========== ==========
</TABLE>
(1) To record reductions in pipeline revenues, pipeline operating
expenses, repair and maintenance costs, depreciation and
amortization, general and administrative expenses, and provision for
income taxes as a result of the sale of a 1/3 interest in the Blue
Dolphin Pipeline System.
(2) To eliminate interest expense associated with the retirement of
long-term debt.
(3) To record the gain from the sale of a 1/3 interest in the Blue
Dolphin Pipeline System.
(4) To record projected interest income earned on cash in excess of debt
retired, at 5%.
(5) To record the federal and state tax expense at the statutory rate
and a reduction in the deferred tax asset valuation allowance
directly related to the sale transaction. Due to the utilization of
net operating loss carryforwards, management believes that the
deferred income tax assets more likely than not will be realized.
Accordingly, income tax expense is reduced by the tax benefit from
the decrease in the deferred income tax asset valuation allowance
attributable to post quasi-reorganization net operating loss
carryforwards of $1,444,964. The deferred tax asset valuation
allowance attributable to pre-quasi-reorganization net operating
loss carryforwards of $827,039 is credited to additional paid-in
capital.
<PAGE>
(c) Exhibits - 20.1 Press Release of Blue Dolphin Energy Company
dated August 31, 1995.
SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of
1934, as amended, the Registrant has duly caused this report to be
signed on its behalf by the undersigned hereunto duly authorized.
BLUE DOLPHIN ENERGY COMPANY
By: Michael J. Jacobson
Michael J. Jacobson
President and
Chief Executive Officer
Dated: August 31, 1995
Exhibit 20.1
PRESS RELEASE
FOR IMMEDIATE RELEASE August 31, 1995
Houston, Texas - Blue Dolphin Energy Company (NASDAQ Symbol: BDCO)
Blue Dolphin Energy Company is pleased to announce the sale of a one
third interest in the Blue Dolphin Pipeline System to CoEnergy Offshore
Pipeline & Processing Company, a subsidiary of MCN Corporation (NYSE:
MCN), Detroit, Michigan for $10,000,000, in an all cash transaction.
The assets sold include 1/3 interests in the Company's Blue Dolphin
pipeline, shore facilities, Freeport, Texas acreage, liquids pipeline
and barge loading terminal on the intracoastal waterway.
Proceeds will be used for funding diversification and acquisition
opportunities, debt retirement and general corporate purposes.
Blue Dolphin Energy Company is engaged in the exploration, acquisition,
development, and operation of oil and gas properties and in oil and gas
transportation and marketing. Questions should be directed to Michael
J. Jacobson, President, at the Company's offices in Houston, Texas,
(713) 621-3993.
