Blue Dolphin Energy Company (BDCO)

[Enterprising Investor]

I continue to stand by the following statement.

Short-term price moves up or down may not reflect the actual “health” of a business.

Total assets were $89.8 million at 9/30/22 compared to $67.7 million at 3/31/22.

Total liabilities were $88.8 million at 9/30/22 compared to $87.8 million at 3/31/22.

Insolvent is defined as "unable to pay debts owed."

Going Concern (9/30/22)

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 and equity 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 a petition for bankruptcy.

Going Concern (3/31/22)

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 and equity 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.

No change.

Third-Party Defaults (9/30/22)

Veritex Loans – 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. In a letter to LE and LRM dated August 2, 2022, Veritex affirmed existing defaults under the LE Term Loan Due 2034 and LRM Term Loan Due 2034 for failing to make payments of principal and interest when due and demanded payment of all past due amounts owed. In addition, Veritex reserved all of its rights and noted that Veritex may, at its discretion, exercise all remedies available to it, which may include accelerating the loan, requesting appointment of a receiver, initiating foreclosure proceedings, or filing a lawsuit against obligors.

Effective November 18, 2022, Lazarus Energy LLC (“Lazarus Energy”), Lazarus Refining & Marketing LLC (“Lazarus Refining” and, together with Lazarus Energy, the “Borrowers”), Blue Dolphin Energy Company (the “Company”), Lazarus Energy Holdings LLC (“Lazarus Holdings”), and Jonathan Carroll (“Carroll” and , together with Borrowers, the Company and Lazarus Holdings, the “Lazarus Parties”), entered into a Forbearance Agreement (the “Forbearance Agreement”) with Veritex Community Bank (“Veritex”), relating to amounts owed by the Lazarus Parties to Veritex under the June 22, 2015 and December 4, 2015 loan agreements (the “Loan Agreements”).

Under the Forbearance Agreement, the Borrowers will pay on or before November 28, 2022, approximately $5.4 million to Veritex, which represents all past due principal and interest (excluding late fees) owed under the Loan Agreements and a $1,000,000 payment reserve account deposit. Veritex agreed to forebear from exercising any of its rights and remedies relative to existing past defaults of the Lazarus Parties under the Loan Agreements from the effective date of the Forbearance Agreement through September 30, 2023, and Veritex will also forbear from testing compliance with financial covenants during the term of the Forbearance Agreement. The Borrowers shall make monthly payments on the debt through September 30, 2023. In the event that the Borrowers pay off all amounts due under the Loan Agreements on or before September 30, 2023, Veritex also agreed to waive late fees totaling approximately $400,000 in the aggregate.

GNCU Loan – 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.·

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. To date, Mr. Kissick has taken no action due to the non-payment. As of the filing date of this report, there were 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 existing defaults and continues to actively discuss potential restructuring and refinancing opportunities. See “Note (10)” 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 related to 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 83% of the voting power of our Common Stock as of the filing date of this report, an Affiliate operates and manages all Blue Dolphin assets, 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 $57.5 million and $63.0 million, respectively, as of September 30, 2022 and December 31, 2021. Current debt consists of bank debt, investor debt, and related party debt. 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 September 30, 2022 and December 31, 2021.

https://www.sec.gov/ix?doc=/Archives/edgar/data/793306/000165495422015280/bdco_10q.htm

I will remove this post within 24 hours of BDCO posting financial results eliminating Going Concern verbiage.