-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HnswdwEiC/mqZAGAVsu+VLbCjgc1HHr2pKw0cBeppNl8SzvjspYph0/UeocUIX9i w6tB3+m59ufAnJF7RnZE6g== 0000793306-95-000027.txt : 19951109 0000793306-95-000027.hdr.sgml : 19951109 ACCESSION NUMBER: 0000793306-95-000027 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19950831 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19951108 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: BLUE DOLPHIN ENERGY CO CENTRAL INDEX KEY: 0000793306 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 731268729 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-15905 FILM NUMBER: 95588006 BUSINESS ADDRESS: STREET 1: 11 GREENWAY PLZ STE 1606 CITY: HOUSTON STATE: TX ZIP: 77046 BUSINESS PHONE: 7136213993 MAIL ADDRESS: STREET 2: 11 GREENWAY PLAZA SUITE 1606 CITY: HOUSTON STATE: TX ZIP: 77046 FORMER COMPANY: FORMER CONFORMED NAME: MUSTANG RESOURCES CORP DATE OF NAME CHANGE: 19900122 FORMER COMPANY: FORMER CONFORMED NAME: ZIM ENERGY CORP DATE OF NAME CHANGE: 19870921 8-K/A 1 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) 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 BLUE DOLPHIN ENERGY COMPANY AND SUBSIDIARIES PRO FORMA CONSOLIDATED BALANCE SHEET June 30, 1995
Adjustments Unaudited Debit Credit Pro Forma ------------ ----------- ---------- ------------ 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 =========== ========== ========== ==========
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. BLUE DOLPHIN ENERGY COMPANY AND SUBSIDIARIES PRO FORMA STATEMENT OF OPERATIONS For The Year Ended December 31, 1994
Adjustments Historical Debit Credit Pro Forma ------------- --------- --------- ------------ 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 ========== ==========
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. BLUE DOLPHIN ENERGY COMPANY AND SUBSIDIARIES PRO FORMA STATEMENT OF OPERATIONS For The Six Months Ended June 30, 1995
Adjustments Unaudited Debit Credit Pro Forma ------------ ---------- ---------- ------------ 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 ========== ==========
(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. (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 EX-99.PRESSRELEASE 2 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. -----END PRIVACY-ENHANCED MESSAGE-----