Note 1. Organization | (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 primarily organized in two segments: ‘refinery operations’ (owned by LE) and ‘tolling and terminaling services’ (owned by LRM and NPS). ‘Corporate and other’ includes 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 “Blue Dolphin,” “we,” “us,” “our,” or “ours” refer to Blue Dolphin, one or more of Blue Dolphin’s 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, margin volatility, and 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 might 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 Third-Party Defaults · Veritex Loans – For both three-month periods ended September 30, 2021, and 2020, principal and interest payments to Veritex totaled $0. For the nine-month periods ended September 30, 2021, and 2020, principal and interest payments to Veritex totaled $0 and $0.3 million, respectively. As of the filing date of this report, LE and LRM were in default related to required monthly payments under the LE Term Loan Due 2034 and LRM Term Loan Due 2034. 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. Any exercise by Veritex of its rights and remedies under these 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. These adverse market actions could lead to holders of our common stock losing their investment in its entirety. We cannot assure investors that: (i) our assets or cash flow will be sufficient to repay borrowings under our secured loan agreements with Veritex fully, either upon maturity or if accelerated, (ii) LE and LRM will be able to refinance or restructure the payments of the debt, or (iii) Veritex, as first lien holder, will provide future default waivers. Borrowers and Veritex maintain ongoing dialogue regarding potential restructuring and refinance opportunities related to this debt. · Amended Pilot Line of Credit – On October 4, 2021, NPS repaid all obligations owed to Pilot under the Amended Pilot Line of Credit. However, NPS was in default as of September 30, 2021, and December 31, 2020, for failure of the borrower or any guarantor to pay past-due obligations when due. The debt, which accrued interest at a default rate of fourteen percent (14%) per annum, was classified within the current portion of long-term debt on our consolidated balance sheets at September 30, 2021, and December 31, 2020. Due to NPS’ default under the Amended Pilot Line of Credit, Pilot applied payments owed to NPS under two terminal services agreements against NPS’ payment obligations to Pilot under the Amended Pilot Line of Credit from June 2020 to September 2021. For both three-month periods ended September 30, 2021, and 2020, the tank lease payment setoff totaled $0.6 million. For the nine-month periods ended September 30, 2021, and 2020, the tank lease payment setoff totaled $1.7 million and $0.8 million, respectively. The amount of interest NPS incurred under the Amended Pilot Line of Credit totaled $0.2 million and $0.4 million, respectively, for the three months ended September 30, 2021, and 2020. For the nine months ended September 30, 2021, and 2020, interest was $0.7 million and $1.1 million, respectively. See “Note (11) Line of Credit Payable” and “Note (17) Subsequent Events” to our consolidated financial statements for additional disclosures 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. Related-Party Defaults 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 As of September 30, 2021, and December 31, 2020, we had current debt of $58.4 million and $57.7 million, respectively, consisting of bank debt, related party debt, and the line of credit payable to Pilot, although the Pilot debt was subsequently repaid. 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, 2021, and December 31, 2020. Margin Volatility Historical Net Losses and Working Capital Deficits Net Losses . Working Capital Deficits Cash and cash equivalents totaled $2.2 million and $0.5 million at September 30, 2021, and December 31, 2020, respectively. Restricted cash (current portion) totaled $0.05 million at both September 30, 2021, and December 31, 2020. Restricted cash, noncurrent totaled $0 and $0.5 million at September 30, 2021, and December 31, 2020, respectively. Our financial health has been materially and adversely affected by defaults in our secured loan agreements, margin volatility, and historical net losses and working capital deficits. If Pilot terminates the crude supply agreement or terminal services agreement, 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 three-month periods ended September 30, 2021, and 2020, our refinery experienced 6 days and 8 days of downtime, respectively, due to crude deficiencies associated with COVID-19 related cash constraints. During the nine-month periods ended September 30, 2021, and 2020, our refinery experienced 11 days and 16 days of downtime, respectively. 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. We are currently unable to estimate the impact the COVID-19 pandemic will have on our future financial position and results of operations. Earlier state and federal mandates that regulated business closures due to COVID-19 deemed our business essential, and we remained open. If future restrictive directives become necessary, we expect to continue operating. However, additional governmental mandates will likely result in business and operational disruptions, including demand destruction, liquidity strains, supply chain challenges, travel restrictions, controls on in-person gathering, and workforce availability. 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, managing inventory to avoid buildup, 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 will be able to obtain additional financing on commercially reasonable terms or at all, or margins on our refined products will be favorable. Further, if Veritex exercises its rights and remedies under our secured loan agreements, our business, financial condition, and results of operations will be materially adversely affected. |