Organization | Nature of Operations Structure and Management We have the following active subsidiaries: ● Blue Dolphin Pipe Line Company, a Delaware corporation (“BDPL”); ● Blue Dolphin Petroleum Company, a Delaware corporation; ● Blue Dolphin Services Co., a Texas corporation (“BDSC”); ● Lazarus Energy, LLC, a Delaware limited liability company (“LE”); ● Lazarus Refining & Marketing, LLC, a Delaware limited liability company (“LRM”); and ● Nixon Product Storage, LLC, a Delaware limited liability company (“NPS”). In June 2018, Blue Dolphin acquired 100% of the issued and outstanding membership interests of NPS from Lazarus Midstream Partners, L.P. (Lazarus Midstream), an affiliate of LEH, pursuant to an Assignment Agreement. The assignment was accounted for as a combination of entities under common control. See “Note (5) NPS Assignment” of this Quarterly Report for further information related to the NPS assignment. The transaction represents transfer of a vacant shell entity owned by Lazarus Midstream to Blue Dolphin for a nominal fee of $10.00. See “Part I, Item 1. Business” and “Part I, Item 2. Properties” in our Annual Report for additional information regarding our operating subsidiaries, principal facilities, and assets. Going Concern Final Arbitration Award and Settlement Agreement A hearing on confirmation of the Final Arbitration Award was scheduled to occur on September 18, 2017 in state district court in Harris County, Texas. Prior to the scheduled hearing, LE and GEL jointly notified the court that the hearing would be continued for a period of no more than 90 days after September 18, 2017 (the “Continuance Period”), to facilitate settlement discussions between the parties. On September 26, 2017, LE and Blue Dolphin, together with LEH and Jonathan Carroll, entered into a Letter Agreement with GEL, effective September 18, 2017 (the “GEL Letter Agreement”), confirming the parties’ agreement to the continuation of the confirmation hearing during the Continuance Period, subject to the terms of the GEL Letter Agreement. The GEL Letter Agreement was subsequently amended nine times to extend the Continuance Period through July 2018. LE, NPS, and Blue Dolphin, together with LEH, Carroll & Company Financial Holdings, L.P. (“C&C”), and Jonathan Carroll (collectively referred to herein as the “Lazarus Parties”), entered into that certain Settlement Agreement with GEL, dated as of July 20, 2018 (as may be further amended, restated, supplemented or otherwise modified from time to time, the “Settlement Agreement”), whereby GEL and the Lazarus Parties agreed to mutually release all claims against each other and to file a stipulation of dismissal with prejudice in connection with the GEL Arbitration (the “Settlement”), subject to the terms and conditions set forth in the Settlement Agreement. The Settlement is conditioned upon the Lazarus Parties paying GEL a lump sum cash payment of $10.0 million (the “Settlement Payment”) and $0.5 million in cash at the end of each calendar month (the “Interim Payments”). The Settlement Agreement restricts the Lazarus Parties from taking certain actions without the prior written consent of GEL, including: (i) the incurrence of any debt not specifically excepted in the Settlement Agreement, (ii) the establishment of any liens not specifically excepted in the Settlement Agreement, (iii) the disposition of any assets other than certain ordinary course sales to unaffiliated third parties, payments to unaffiliated third-party trade creditors and scheduled debt payments, (iv) the entrance into any transactions with affiliates not specifically excepted in the Settlement Agreement, (v) the failure to pay debts generally as they become due, and (vi) the entrance into a bankruptcy, reorganization or similar proceeding. A violation of any of the restrictions in the Settlement Agreement or failure of the Lazarus Parties to make Interim Payments as they become due, will constitute an event of default under the Settlement Agreement which, subject to certain cure periods, would allow GEL to terminate the Settlement Agreement and enforce its rights under the Final Arbitration Award. Simultaneously with the execution of the Settlement Agreement, Jonathan Carroll and C&C entered into a Security Agreement pursuant to which Jonathan Carroll and C&C agreed to secure up to $10.0 million of LE’s obligations under the Final Arbitration Award with a security interest in their equity in LEH. On May 6, 2019, the Lazarus Parties and GEL entered into a Fifth Amendment to the Settlement Agreement (the “Fifth Amendment”). The Fifth Amendment provided for, among other things: ● GEL’s consent to the Lazarus Parties entering into a $12.8 million Line of Credit, Guarantee and Security Agreement between NPS and Pilot Travel Centers LLC; ("Pilot") ● deferral of an April 30, 2019 Interim Payment under the Settlement Agreement, such deferred Interim Payment now being due in monthly installments of $0.1 million on the last day of each of the months June through October 2019 (the “Deferred Interim Installment Payments”); ● Payment of the Settlement Payment to be paid in one or more installment payments, the sum total of such payments constituting the Settlement Payment; and ● An extension to October 31, 2019 of the date on which the Deferred Interim Installment Payment and the Settlement Payment can be made (the “Settlement Date”). During the period May 7, 2019 to May 10, 2019, the Lazarus Parties made multiple payments to GEL in the aggregate total amount of $10.0 million, which payments represent the Settlement Payment. Unless extended in writing by GEL, if the Lazarus Parties fail to either timely make a Deferred Interim Installment Payment ($0.1 million each) or pay all of the remaining Interim Installment Payments (totaling $0.3 million as of the filing date of this Quarterly Report) on or before the Settlement Date, GEL may terminate the Settlement Agreement. Blue Dolphin can provide no assurance that the Lazarus Parties will be able to timely make the remaining Deferred Interim Installment Payments or that the consummation of the Settlement will occur. If the Lazarus Parties do not timely make the remaining Deferred Interim Installment Payments or another event of default under the Settlement Agreement occurs and the Settlement Agreement is terminated, GEL may seek to enforce the Final Award against the Lazarus Parties, in which case, Blue Dolphin and its affiliates would likely be required to seek protection under bankruptcy laws. As of the filing date of this Quarterly Report, GEL has received the following amounts from the Lazarus Parties toward reducing the outstanding balance of the Final Arbitration Award: (in millions) Initial payment (September 2017) $ 3.7 Interim Payments (July 2018 to April 2019) 8.0 Settlement Payment (May 2019) 10.0 Deferred Interim Installment Payments (June 2019 to July 2019) 0.2 $ 21.9 The Interim Payments did not reduce the amount of the Settlement Payment, but such payments did reduce the Final Arbitration Award. At the time of the Settlement, the difference between the amounts paid to GEL by the Lazarus Parties and the amount we have accrued on our consolidated balance sheet for arbitration award payable will be recognized as a gain on our consolidated statement of operations. At June 30, 2019 and December 31, 2018, accrued arbitration award payable on our consolidated balance sheet was $9.5 million and $21.1 million, respectively. Defaults Under Veritex Secured Loan Agreements ● Events of Default ● Financial Covenant Defaults The debt associated with these loans was classified within the current portion of long-term debt on our consolidated balance sheets at June 30, 2019 and December 31, 2018 due to existing events of default related to the Final Arbitration Award as well as the uncertainty of LE and LRM’s ability to meet financial covenants in the secured loan agreements in the future. Veritex has been working with LE and LRM and continues to be aware and party to all discussions and arrangements with GEL surrounding the executed settlement agreement and all amendments and extensions with GEL. In a notice to obligors dated April 30, 2019 (the "Veritex Consent'), Veritex agreed to waive certain covenant defaults and forbear from enforcing its remedies under the secured loan agreements subject to: (i) the agreement and concurrence of the USDA and (ii) the replenishment of a payment reserve account in the amount of $1.0 million as required by one of the secured loan agreements on or before August 31, 2019. Any exercise by Veritex of its rights and remedies under such secured loan agreements would 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. Further, Blue Dolphin and its affiliates would likely be required to seek protection under bankruptcy laws, and the trading prices 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. (See “Note (11) Long-Term Debt and Accrued Interest” for additional disclosures related to Veritex and the secured loan agreements.) Consecutive Quarterly Net Losses and Working Capital Deficits We had a working capital deficit of $73.8 million and $71.9 million at June 30, 2019 and December 31, 2018, respectively. Excluding the current portion of long-term debt, we had a working capital deficit of $31.8 million and $30.0 at June 30, 2019 at December 31, 2018, respectively. Operating Risks For additional disclosures related to the Final Arbitration Award, the Settlement Agreement, defaults under secured loan agreements, our business strategy, and risk factors that could materially affect our future business, financial condition and results of operations, refer to the following section in this Quarterly Report: ● Item 1. Financial Statements: - Note (9) Related-Party Transactions - Note (11) Long-Term Debt and Accrued Interest - Note (18) Commitments and Contingencies – Legal Matters ● Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations: - Final Arbitration Award and Settlement Agreement - Results of Operations - Liquidity and Capital Resources Refer to the following sections in our Annual Report on Form 10-K for the period ended December 31, 2018 (the “Annual Report”): ● Part I, Item 1. Business – Business Strategy ● Part I, Item 1A. Risk Factors ● Part I, Item 3. Legal Proceedings |