false
0000793306
0000793306
2026-08-17
2026-08-17
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________
FORM 8-K
CURRENT REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported):
August 17, 2026
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Blue Dolphin Energy Company
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(Exact name of registrant as specified in its charter)
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Delaware
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0-15905
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73-1268729
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(State or Other Jurisdiction
of Incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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2301 Commerce St , Suite 140
Houston, TX 77002
(Address of principal executive office and zip code)
(713) 568-4725
(Registrant’s telephone number, including area code)
(Not Applicable)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act: None
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
The information in this Current Report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), as amended, or otherwise subject to the liabilities of such section, and is not deemed incorporated by reference into any filings under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 2.02 Results of Operations and Financial Condition.
On August 17, 2026 Blue Dolphin Energy Company issued a press release reporting its financial results for the three and six months ended June 30, 2026 and its financial condition as of June 30, 2026. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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99.1
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Blue Dolphin Energy Company Press Release Issued August 17, 2026. |
| 104 |
Cover Page Interactive Data File (the Cover Page Interactive Data File is embedded within the Inline XBRL document). |
SIGNATURE
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 hereunto duly authorized.
Date: August 17, 2026
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Blue Dolphin Energy Company
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/s/ JONATHAN P. CARROLL
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Jonathan P. Carroll
Chief Executive Officer, President, Treasurer and Secretary
(Principal Executive Officer, Principal Financial Officer, and Principal Accounting Officer)
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Exhibit Index
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99.1
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Blue Dolphin Energy Company Press Release Issued August 17, 2026. |
| 104 |
Cover Page Interactive Data File (the Cover Page Interactive Data File is embedded within the Inline XBRL document). |
Exhibit 99.1
PRESS RELEASE
FOR IMMEDIATE RELEASE
BLUE DOLPHIN REPORTS SECOND QUARTER 2026 FINANCIAL RESULTS
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● Total gross profit of $25.1 million and $45.7 million for the three and six months ended June 30, 2026, respectively
● Net income of $17.7 million, or $1.19 per share, and $32.5 million, or $2.18 per share, for the three and six months ended June 30, 2026, respectively
● Consolidated earnings before interest, income taxes, depreciation, and amortization (“EBITDA”) of $24.4 million and $45.1 million for the three and six months ended June 30, 2026, respectively
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HOUSTON, TX / ACCESS Newswire / August 14, 2026 / Blue Dolphin Energy Company ("Blue Dolphin") (OTCQX:BDCO), an independent refiner and marketer of petroleum products in the Eagle Ford Shale region, announced its financial results for the three and six months ended June 30, 2026.
Results of Operations
Blue Dolphin reported net income of $17.7 million, or $1.19 per share, for the three months ended June 30, 2026 compared to a net loss of $1.7 million, or a loss of $ 0.12 per share, for the three months ended June 30, 2025. Gross profit totaled $25.1 million for the second quarter of 2026 compared to gross profit of $0.6 million for the same period in 2025. Consolidated EBITDA totaled $24.4 million in the second quarter of 2026 compared to consolidated EBITDA of $0.1 million in the second quarter of 2025.
Blue Dolphin reported net income of $32.5 million, or $2.18 per share, for the six months ended June 30, 2026 compared to net income of $0.5 million, or $ 0.03 per share, for the six months ended June 30, 2025. Gross profit totaled $45.7 million for the six months ended June 30, 2026 compared to gross profit of $6.6 million for the same period in 2025. Consolidated EBITDA totaled $45.1 million for the six months ended June 30, 2026 compared to consolidated EBITDA of $5.1 million for the six months ended June 30, 2025.
See the tables below for a reconciliation of consolidated EBITDA.
"Blue Dolphin's disciplined operational execution within the continuing environment of geopolitical and market volatility drove strong financial results and significant cash generation in the second quarter and first half of 2026," said Jonathan P. Carroll, Chief Executive Officer of Blue Dolphin Energy Company.
Liquidity
As of June 30, 2026 Blue Dolphin had $31.7 million in cash and cash equivalents and restricted cash compared to $2.0 million at December 31, 2025.
For more information regarding Blue Dolphin's financial results for the three and six months ended June 30, 2026, see Blue Dolphin's Quarterly Report on Form 10-Q as filed with the U.S. Securities and Exchange Commission (the "SEC") on August 14, 2026.
Blue Dolphin Energy Company and Subsidiaries
Earnings Release Tables
Consolidated Results of Operations (Unaudited)
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Three Months Ended
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Six Months Ended
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June 30,
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June 30,
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2026
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2025
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2026
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2025
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(in thousands, except per-share amounts)
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(in thousands, except per-share amounts)
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Total revenue from operations
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$ |
144,255 |
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$ |
56,583 |
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$ |
225,745 |
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$ |
140,275 |
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Total cost of goods sold
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119,155 |
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56,033 |
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180,075 |
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133,652 |
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Gross profit
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25,100 |
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550 |
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45,670 |
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6,623 |
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LEH operating fee, related party
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259 |
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276 |
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492 |
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458 |
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Other operating expenses
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156 |
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125 |
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317 |
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244 |
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General and administrative expenses
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885 |
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704 |
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2,057 |
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2,059 |
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Gain on regulatory settlement
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- |
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- |
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(1,013 |
) |
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- |
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Depreciation and amortization
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74 |
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74 |
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148 |
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148 |
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Interest, net
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1,123 |
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1,552 |
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2,505 |
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3,016 |
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Total cost and expenses
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2,497 |
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2,731 |
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4,506 |
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5,925 |
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Income (loss) before income taxes
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22,603 |
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(2,181 |
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41,164 |
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698 |
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Income tax benefit (expense)
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(4,867 |
) |
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459 |
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(8,698 |
) |
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(176 |
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Net income (loss)
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$ |
17,736 |
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$ |
(1,722 |
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$ |
32,466 |
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$ |
522 |
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Income (loss) per common share
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Basic
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$ |
1.19 |
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$ |
(0.12 |
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$ |
2.18 |
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$ |
0.03 |
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Diluted
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$ |
1.19 |
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$ |
(0.12 |
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$ |
2.18 |
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$ |
0.03 |
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| |
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Three Months Ended June 30,
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2026
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2025
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Refinery Operations
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Tolling & Terminaling
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Corporate & Other
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Total
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Refinery Operations
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Tolling & Terminaling
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Corporate & Other
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Total
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(in thousands)
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Income (loss) before income taxes
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$ |
22,906 |
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$ |
478 |
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$ |
(781 |
) |
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$ |
22,603 |
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$ |
(2,113 |
) |
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$ |
363 |
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$ |
(431 |
) |
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$ |
(2,181 |
) |
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Add: depreciation and amortization
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|
304 |
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|
342 |
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74 |
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|
720 |
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|
301 |
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342 |
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74 |
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|
717 |
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Add: interest, net
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|
621 |
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|
397 |
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|
105 |
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|
1,123 |
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|
928 |
|
|
|
444 |
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|
|
180 |
|
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|
1,552 |
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| |
|
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EBITDA
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$ |
23,831 |
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$ |
1,217 |
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$ |
(602 |
) |
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$ |
24,446 |
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$ |
(884 |
) |
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$ |
1,149 |
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$ |
(177 |
) |
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$ |
88 |
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| |
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Six Months Ended June 30,
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2026
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2025
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Refinery Operations
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Tolling & Terminaling
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Corporate & Other
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Total
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Refinery Operations
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Tolling & Terminaling
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Corporate & Other
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Total
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(in thousands)
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Income (loss) before income taxes
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$ |
40,962 |
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$ |
875 |
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$ |
(673 |
) |
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$ |
41,164 |
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$ |
1,676 |
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|
$ |
725 |
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|
$ |
(1,703 |
) |
|
$ |
698 |
|
| |
|
|
|
|
|
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|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Add: depreciation and amortization
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|
|
608 |
|
|
|
683 |
|
|
|
148 |
|
|
|
1,439 |
|
|
|
599 |
|
|
|
684 |
|
|
|
148 |
|
|
|
1,431 |
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Add: interest, net
|
|
|
1,475 |
|
|
|
811 |
|
|
|
219 |
|
|
|
2,505 |
|
|
|
1,764 |
|
|
|
921 |
|
|
|
331 |
|
|
|
3,016 |
|
| |
|
|
|
|
|
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EBITDA
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$ |
43,045 |
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$ |
2,369 |
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$ |
(306 |
) |
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$ |
45,108 |
|
|
$ |
4,039 |
|
|
$ |
2,330 |
|
|
$ |
(1,224 |
) |
|
$ |
5,145 |
|
About Blue Dolphin
Blue Dolphin is an independent downstream energy company operating in the Gulf Coast region of the United States. Subsidiaries operate a light, sweet-crude, 15,000-barrel per day crude distillation tower with over 1.25 million barrels of petroleum storage tank capacity in Nixon, Texas. Blue Dolphin formed in 1986 as a Delaware corporation and trades on the OTCQX under the ticker symbol “BDCO.” For additional information, visit Blue Dolphin's corporate website at http://www.blue-dolphin-energy.com.
Contact:
Jonathan P. Carroll
Chief Executive Officer and President
713-568-4725
Cautionary Statements Relevant to Forward-Looking Information for the Purpose of “Safe Harbor” Provisions of the Private Securities Litigation Reform Act of 1995. This press release contains forward-looking statements relating to Blue Dolphin’s operations based on management’s current expectations, estimates, and projections about the oil and gas industry. Words or phrases such as “anticipates,” “expects,” “intends,” “plans,” “targets,” “advances,” “commits,” “drives,” “aims,” “forecasts,” “projects,” “believes,” “approaches,” “seeks,” “schedules,” “estimates,” “positions,” “pursue,” “may,” “can,” “could,” “should,” “will,” “budgets,” “outlook,” “trends,” “guidance,” “focus,” “on track,” “goals,” “objectives,” “strategies,” “opportunities,” “poised,” “potential,” “ambitions,” “aspires” and similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future performance and are subject to certain risks, uncertainties, and other factors, many of which are beyond the company’s control and are difficult to predict. Therefore, actual outcomes and results may differ materially from those expressed or forecasted in such forward-looking statements. The reader should not rely on these forward-looking statements, which speak only as of the date of this press release. Unless legally required, Blue Dolphin undertakes no obligation to update publicly any forward-looking statements, whether because of new information, future events, or otherwise.
For a discussion of risk factors that could cause actual results to differ materially from those in the forward-looking statements, please see the factors set forth under the heading “Risk Factors” in Blue Dolphin's 2025 Annual Report on Form 10-K as filed with the SEC on March 31, 2026 and in subsequent filings with the SEC. Other unpredictable or unknown factors not discussed in this press release could also adversely affect forward-looking statements.
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