UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the period ended: MARCH 31, 1998
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 Number: 0-15905
BLUE DOLPHIN ENERGY COMPANY
(Exact name of registrant as specified in its charter)
DELAWARE 73-1268729
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
ELEVEN GREENWAY PLAZA, SUITE 1606, HOUSTON, TEXAS 77046
(Address of principal executive offices) (Zip Code)
(713)621-3993
(Registrant's telephone number, including area code)
(Former name, former address and former fiscal year, if changed since
last report.)
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 X NO
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's
classes of common stock as of the latest practicable date.
4,491,847 shares $.01 par value outstanding at April 28, 1998
BLUE DOLPHIN ENERGY COMPANY AND SUBSIDIARIES
PART. I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
The condensed consolidated financial statements of Blue Dolphin Energy
Company and Subsidiaries (the "Company") included herein have been
prepared by the Company, without audit, pursuant to the rules and
regulations of the Securities and Exchange Commission and, in the
opinion of management, reflect all adjustments necessary to present a
fair statement of operations, financial position and cash flows. The
Company follows the full cost method of accounting for oil and gas
properties, wherein costs incurred in the acquisition, exploration and
development of oil and gas reserves are capitalized. The Company
believes that the disclosures are adequate and the information
presented is not misleading, although certain information and footnote
disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles have been
condensed or omitted pursuant to such rules and regulations.
BLUE DOLPHIN ENERGY COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
March 31, December 31,
1998 1997
--------- ------------
(Unaudited)
ASSETS
Current Assets:
Cash $ 1,323,873 $ 1,756,294
Trade accounts receivable 1,005,712 861,740
Crude oil inventory 6,490 7,570
Prepaid expenses 128,161 87,268
--------- ---------
Total Current Assets 2,464,236 2,712,872
Property and Equipment, at cost, using full cost
method for oil and gas properties. Includes
$976,779 and $992,293 of leases held for sale
at March 31, 1998 and December 31, 1997, respectively 24,137,933 23,811,679
Accumulated depletion, depreciation
and amortization (4,921,623) (4,841,211)
----------- -----------
19,216,310 18,970,468
Land 1,133,333 1,133,333
Other Assets 2,207,912 2,110,590
---------- ----------
Total Assets $ 25,021,791 $ 24,927,263
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable and accrued expenses $ 756,559 $ 931,315
Current portion of accrued abandonment costs 231,000 -
Accrued interest payable 51,557 105,957
Accrued income taxes payable 71,115 50,267
------- -------
Total Current Liabilities 1,110,231 1,087,539
Long-Term Debt, less current portion 2,060,600 2,060,600
Accrued Abandonment Costs, less current portion 65,771 51,876
Deferred Income Taxes 1,117,021 1,103,921
Common Stock 44,918 44,918
Additional Paid-in Capital 17,669,515 17,669,515
Accumulated Earnings since January 1, 1990 2,953,735 2,908,894
---------- ----------
Total Liabilities and
Stockholders' Equity $ 25,021,791 $ 24,927,263
=========== ==========
BLUE DOLPHIN ENERGY COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - UNAUDITED
Three Months
Ended March 31,
1998 1997
-------- ---------
Revenue from operations:
Pipeline operations $ 796,655 $ 911,029
Oil and gas sales and operating fees 201,382 247,791
------- -------
REVENUE FROM OPERATIONS 998,037 1,158,820
Cost of operations:
Pipeline operating expenses 195,735 212,490
Lease operating expenses 143,817 145,886
Repair and maintenance costs 94,550 153,782
Depletion, depreciation, and amortization 97,351 105,049
------- -------
COST OF OPERATIONS 531,453 617,207
======= =======
INCOME FROM OPERATIONS 466,584 541,613
Other income (expense):
General and administrative (363,790) (325,022)
Interest expense (51,714) (56,433)
Interest and other income 33,661 27,340
--------- ---------
INCOME BEFORE INCOME TAXES 84,741 187,498
Provision for income taxes (39,900) (73,154)
-------- --------
Net income $ 44,841 $ 114,344
====== =======
Earnings per share
Basic $ 0.01 $ 0.03
==== ====
Diluted $ 0.01 $ 0.03
==== ====
Weighted average number of common shares outstanding
and dilutive potential common shares:
Basic 4,491,847 4,454,146
========= =========
Diluted 4,510,348 4,517,047
========= =========
BLUE DOLPHIN ENERGY COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - UNAUDITED
Three Months
Ended March 31,
1998 1997
------- --------
OPERATING ACTIVITIES
Net income $ 44,841 $ 114,344
Adjustments to reconcile net income to net cash provided by
operating activities:
Depletion, depreciation and amortization 97,351 105,049
Deferred income taxes 13,100 58,904
Changes in operating assets and liabilities:
(Increase) Decrease in trade accounts receivable (143,972) 34,011
(Increase) in crude oil inventory and prepaid expenses (39,813) (30,033)
Increase (Decrease) in accounts payable and
other current liabilities 22,693 (491,851)
NET CASH (USED IN) --------- ---------
OPERATING ACTIVITIES (5,800) (209,576)
INVESTING ACTIVITIES
Oil and gas prospect generation costs (42,493) (94,867)
Exploration and development costs (228,156) -
Purchases of property and equipment (55,606) (6,897)
Increase in other assets (53,348) (32,590)
Funds escrowed for abandonment costs (47,018) (47,331)
Abandonment of oil and gas properties - (97,542)
NET CASH (USED IN) --------- ---------
INVESTING ACTIVITIES (426,621) (279,227)
FINANCING ACTIVITIES
Net proceeds from the exercise of stock options - 6,250
--------- ---------
NET CASH PROVIDED BY
FINANCING ACTIVITIES - 6,250
--------- ---------
(DECREASE) IN CASH (432,421) (482,553)
CASH AT BEGINNING OF YEAR 1,756,294 1,207,323
--------- ---------
CASH AT MARCH 31, $ 1,323,873 $ 724,770
========= =========
SUPPLEMENTARY CASH FLOW INFORMATION
Interest paid $ 106,115 $ 4,606
======= =====
Income taxes refunded $ (142,729) $ -
========= =====
BLUE DOLPHIN ENERGY COMPANY AND SUBSIDIARIES
FOOTNOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
UNAUDITED
MARCH 31, 1998
EARNINGS PER SHARE
Effective December 31, 1997, the Company adopted SFAS No. 128
(Statement 128), Earnings per Share. Statement 128 replaces the
presentation of primary earnings per share (EPS) with the presentation
of basic EPS, which excludes dilution and is computed by dividing
income available to common stockholders by the weighted-average number
of shares of common stock outstanding for the period. Statement 128
also requires dual presentation of basic EPS and diluted EPS on the
face of the income statement and requires a reconciliation of the
numerators and denominators of basic EPS and diluted EPS. The Company
has adopted Statement 128 for the quarter ended December 31, 1997.
LEASES
The Company entered into a new office lease with an effective date of
September 1, 1998.
The following is a schedule of future minimum lease payments required
under long-term noncancelable operating leases:
Years Ending Future Minimum
December 31, Lease Payments
------------ --------------
1998 $ 45,437
1999 136,310
2000 136,310
2001 136,310
2002 136,310
Thereafter 595,723
-----------
$ 1,186,400
===========
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
In June 1997, the Financial Accounting Standards Board (FASB) issued
SFAS No. 130 regarding reporting comprehensive income, which
establishes standards for reporting and display of comprehensive
income and its components. The components of comprehensive income
refer to revenues, expenses, gains and losses that are excluded from
net income under current accounting standards, including foreign
currency translation items, minimum pension liability adjustments and
unrealized gains and losses on certain investments in debt and equity
securities. SFAS No. 130 requires that all items recognized under
accounting standards as components of comprehensive income be reported
in a financial statement displayed in equal prominence with the other
financial statements; the total of other comprehensive income
for a period is required to be transferred to a component of equity
that is separately displayed in a
statement of financial condition at the end of an accounting period.
SFAS No. 130 is effective for both interim and annual periods
BLUE DOLPHIN ENERGY COMPANY AND SUBSIDIARIES
FOOTNOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
UNAUDITED
(Continued)
beginning after December 15, 1997. Reclassification of financial
statements for earlier periods provided for comparative purposes is
required. Adoption by the Company of SFAS No. 130 effective January
1, 1998, has had no impact to the Company's financial statements
presented herein.
YEAR 2000
The Company has not undergone a comprehensive review of the potential
impact of the year 2000 change on its operations, and financial and
accounting systems. However, while there can be no assurances, the
Company is not aware of any matters at this time that would result in
material adverse consequences to the Company.
BLUE DOLPHIN ENERGY COMPANY AND SUBSIDIARIES
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
The following is a review of certain aspects of the financial
condition and results of operations of the Company and should be read
in conjunction with the Condensed Consolidated Financial Statements
included in Item 1. of this report.
Certain of the statements included below, including those regarding
future financial performance or results, or that are not historical
facts, are or contain "forward-looking" information as that term is
defined in the Securities Act of 1933, as amended. The words
"expect," "believe," "anticipate," "project," "estimate," and similar
expressions are intended to identify forward-looking statements. The
Company cautions readers that any such statements are not guarantees
of future performance or events and such statements involve risks,
uncertainties and assumptions, including but not limited to industry
conditions, prices of crude oil and natural gas, regulatory changes,
general economic conditions, interest rates, competition, and other
factors discussed below. Should one or more of these risks or
uncertainties materialize or should the underlying assumptions prove
incorrect, actual results and outcomes may differ materially from
those indicated in the forward-looking statements. Readers are
cautioned not to place undue reliance on these forward-looking
statements which speak only as of the date hereof. The Company
undertakes no obligation to republish revised forward-looking
statements to reflect events or circumstances after the date hereof or
to reflect the occurrence of unanticipated events.
FINANCIAL CONDITION
At March 31, 1998, the Company's working capital (current assets less
current liabilities) was $1,354,005, representing a decrease of
$271,328 as compared with working capital of $1,625,333 at December
31, 1997. Pursuant to the rules of the full cost method of accounting
for oil and gas properties, $992,293 of lease acquisition costs
associated with the Company's oil and gas prospect generation
activities, which costs the Company expects to recover in 1998 through
sale of prospects, are excluded from working capital at March 31, 1998
and December 31, 1997.
The Company maintains a $10,000,000 reducing revolving credit facility
with Bank One, Texas, N.A. Effective September 1, 1997, the borrowing
base was adjusted to $900,000, reducing by $90,000 per month beginning
October 1, 1997. The borrowing base and reducing amount are
redetermined semi-annually. The maturity date is January 14, 2000,
when the then outstanding principal balance, if any, is due and
payable. The current outstanding balance under the credit facility is
$10,000. The facility is available for the acquisition of oil and gas
reserve based assets and other working capital needs. The Loan
Agreement includes certain restrictive covenants, including
restrictions on the payment of dividends on capital stock, and the
maintenance of certain financial coverage ratios.
Offshore activity in the vicinity of the Blue Dolphin Pipeline System
remains active. In February 1998, an existing producer / shipper
completed a new well. However, additional throughput from this well
was offset by producer downtime and normal production declines that
resulted in a 6% decrease in daily gas volumes transported in the
first quarter 1998 compared to the fourth quarter 1997.
BLUE DOLPHIN ENERGY COMPANY AND SUBSIDIARIES
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
(Continued)
Future utilization of the Company's pipelines and related facilities
will depend upon the success of drilling programs in the pipeline
corridors, and attraction and retention of producer / shippers to the
systems.
The Company is evaluating application of horizontal drilling and new
completion techniques to existing shut-in wells in the Buccaneer
Field. If feasible, additional drilling in the Field utilizing these
recovery methods could commence in 1999.
In August 1996, the Minerals Management Service conducted an annual
inspection of the Buccaneer Field production platforms and facilities.
In addition to certain repairs, the Company was required to remove
piping and other equipment that was no longer in use. The removal and
abandonment work, and the repairs to the platforms were completed in
March 1997. Additionally, a previously inactive well was plugged and
abandoned. Removal of the associated satellite platform and site
clearance is expected to take place in the second half of 1998, at an
estimated cost of approximately $231,000.
The Company currently holds interests in two lease blocks prospective
for oil and gas in the High Island Area of the Gulf of Mexico. The
lease blocks were acquired in January 1996. Approximately $825,000
was invested to acquire the two leases, in addition to approximately
$86,000 for lease rentals and $65,000 associated with technical
development of the prospects. A 43.75% interest in each of these
prospective lease blocks has been sold. Efforts to sell the remaining
56.25% interest in each lease block are ongoing.
In September 1997, the Company finalized a multi-year agreement with
industry participants, whereby in exchange for certain participation
rights, these companies partially fund the costs associated with the
Company's ongoing offshore prospect generation program. The remaining
program costs will be reimbursed to the Company as prospects are
developed and leases acquired. The program focus area includes
approximately 2,000,000 acres in Federal waters in the western Gulf of
Mexico covered by 3-D seismic data. The Company had previously
entered into a multi-year 3-D seismic data acquisition and licensing
agreement, whereby a minimum of $1,500,000 has been committed over a 5
year period to acquire 3-D seismic data. Under the agreement the
Company has access to over 2,000,000 acres of 3-D seismic data,
primarily in the western Gulf of Mexico, and over 200,000 line miles
of close grid 2-D seismic data. Additionally, in March 1998, the
program participants agreed to expand the program with a focus in
Texas State waters along the Gulf Coast. The participants reimbursed
the Company upfront for 3-D seismic costs. The remaining program
costs will be reimbursed to the Company as prospects are developed and
leases acquired.
In order to enhance the productivity of the prospect generation
program, the Company is transitioning the program to a 100% in-house
effort, and thus will terminate a consultancy arrangement it has used
to assist in the generation of prospects.
In the first quarter 1998, the Company drilled an unsuccessful well
on its Embar Field acreage in west Texas. The well was drilled
utilizing horizontal, underbalanced drilling technology, the first
application of this technology in the area. The Company has
terminated the farmin and lease option agreement covering the acreage
BLUE DOLPHIN ENERGY COMPANY AND SUBSIDIARIES
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
(Continued)
following reevaluation of the risks of future drilling in light of the
outcome of the initial well. Drilling and workover costs incurred to
the Company's interest were approximately $275,000.
Development of the Petroport deepwater terminal and offshore storage
facility continues to proceed as anticipated. Efforts have focused on
pre-licensing activities and regulatory matters.
Major pre-licensing activities include: (1) ongoing development of
support for the project from both Federal and State agencies that have
jurisdiction over or impact deepwater port licensing, construction and
operation; (2) development of the facility's commercial profile, a
major component of which has been completed. The commercial profile
is expressed in terms of both current conditions and conditions
expected to prevail through the year 2015. A major update to the
commercial profile is currently in progress and is expected to be
completed in the third quarter 1998; (3) development of the
facility's design, engineering, and capital and operating cost
estimates. The facility design, engineering and costing study is
currently in progress and is expected to be completed in the third
quarter 1998; (4) development of the cost estimate for obtaining the
necessary license and associated permits. These estimates are being
developed in conjunction with the engineering and operating cost
estimates, and (5) the development of a financing strategy.
The facility design, engineering and costing study is based on the
premise that the Petroport primary facility would be a major factor in
the western Gulf of Mexico infrastructure for receipt (by both vessel
and pipeline), storage (both short and long-term), and delivery to
shore for: (1) long and intermediate-haul imported crude oil
deliveries from the Middle East and Atlantic Basin, (2) short-haul
Caribbean Basin deliveries, and (3) oil and condensate produced on the
U.S. Outer Continental Shelf.
In addition to the Company's successful efforts addressing the impact
of the Oil Pollution Act of 1990 on the proposed facility, and passage
of the Deepwater Port Modernization Act in 1996, in 1997 the Company
began working with the U.S. Coast Guard to revise the regulations,
through a "rule-making" process, to implement portions of the
Deepwater Port Modernization Act.
It is currently estimated that pre-licensing costs will total
approximately $1,500,000. Approximately $625,000 for pre-licensing
costs has been committed through March 31, 1998.
The Company expects to submit the Petroport deepwater port license
application and associated permit requests in late 1998 or early 1999,
with operations expected to commence in the year 2001.
In general, the Company believes that it has or can obtain adequate
capital resources and liquidity to continue to finance and otherwise
meet its anticipated business requirements. The availability of
capital resources may, however, affect the Company's timing for major
pipeline expansions, further development of the Buccaneer Field,
growth in oil and gas prospect generation activities and the Petroport
project.
BLUE DOLPHIN ENERGY COMPANY AND SUBSIDIARIES
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
(Continued)
RESULTS OF OPERATIONS
The Company reported net income for the three months ended March 31,
1998, ("first quarter 1998 or current period") of $44,841, compared to
net income of $114,344 reported for the first quarter 1997 ("previous
period").
REVENUES:
Revenues for the current period decreased by $160,783 or 14% to
$998,037 compared to revenues of $1,158,820 reported for the previous
period.
First quarter 1998 revenues from pipeline operations decreased by
$114,374 or 13% from the previous period due to a decrease in oil
transportation revenues of $347,305, primarily due to the loss of a
producer / shipper in October 1997. The decrease in oil
transportation revenues was offset in part by an increase in gas
transportation revenues of $232,932, due to new wells tied into the
pipeline system during 1997.
Revenues from oil and gas sales and operating fees for the current
period decreased by $46,410 from those of the previous period. Oil
and gas sales declined $37,469 due primarily to normal production
declines.
COSTS AND EXPENSES:
First quarter 1998 pipeline operating expenses decreased $16,755 or 8%
from those of the previous period. The decrease is due to cost
reductions associated with decreased oil volumes transported in the
current period due to the loss of an oil producer / shipper in October
1997.
Repair and maintenance costs for the current period decreased by
$59,232 due primarily to nonrecurring repairs and modifications to the
Buccaneer Field production platforms and facilities of approximately
$65,000 incurred in the previous period.
General and administrative expenses for the current period increased
$38,768, or 11% from the previous period principally due to an
increase in staff costs and consulting fees associated with potential
asset acquisitions of approximately $28,000.
BLUE DOLPHIN ENERGY COMPANY AND SUBSIDIARIES
PART II. OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS
The Company's definitive Proxy Statement, dated April 13,
1998, for the Annual Meeting of Stockholders is incorporated
by reference herein.
ITEM 6. EXHIBITS AND REPORT ON FORM 8-K
A) Exhibits - None
B) Form 8-K - None
BLUE DOLPHIN ENERGY COMPANY AND SUBSIDIARIES
SIGNATURES
Pursuant to the requirements 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.
By: BLUE DOLPHIN ENERGY COMPANY
Date: May 15, 1998 /s/ Michael J. Jacobson
Michael J. Jacobson
President and Chief Executive Officer
/s/ G. Brian Lloyd
G. Brian Lloyd
Vice President, Treasurer