Each one in plain English, with the numbers worked through for a shareholder.
13 Mar 2006capital raising announcement● NeutralMajor
On March 8, 2006 Blue Dolphin sold 1,171,432 new shares to investors at $1.75 each, raising $2.05 million ($2.025 million after costs), plus 8,572 warrants to its placement agent Starlight Investments. The money is for possible acquisitions, facility expansions and working capital. This is new share issuance that dilutes existing holders, and the company must register the shares for resale by May 15, 2006.
What it means for a shareholder
1.2m new shares at US$1.75 to raise about US$2.0m. Shares on issue before the raise aren't in the record, so the dilution can't be worked out.
Blue Dolphin restated its first- and second-quarter 2005 financials after finding its accounting for employees' "cashless" stock-option exercises understated compensation expense by about $686,000.
Blue Dolphin extended the same maturity and interest deferral to other September 2004 note holders, pushing $450,000 of notes out to June 2006 while $300,000 remained due that September.
Blue Dolphin issued a further 815,291 shares in April 2005 (592,589 on April 15 plus 222,702 elsewhere in the month) as holders net-exercised the Sept and Nov 2004 warrants, giving up the right to 101,378 shares. Together with the earlier April issuance, more of the 2004 warrants have been converted into stock, increasing the share count; no cash proceeds are stated.
Blue Dolphin extended the maturity and deferred interest on a $275,000 note held by lender Western Gulf Pipeline Partners, while easing resale restrictions on Western Gulf's warrant shares.
On April 1, 2005 Blue Dolphin issued 743,969 new shares after holders exercised the warrants issued in Sept and Nov 2004, using net exercises (holders gave up the right to 47,697 shares instead of paying cash). It also issued 128,541 shares from stock option exercises effective March 21, 2005 (exercise prices $0.43 to $1.55). This is the dilution from the late-2004 warrant financing starting to occur; no cash proceeds are stated for these exercises.
Blue Dolphin bought out MCNIC's one-third interest in the Blue Dolphin Pipeline system, restructuring a $750,000 note MCNIC held into a smaller $250,000 interest-free note with the rest forgiven.
6 Dec 2004capital raising announcement● NeutralMajor
Blue Dolphin closed the second part of its private warrant sale on Nov 30, 2004: 1.55 million warrants at $0.003 each, exercisable at $0.25 per share for five years, after stockholders approved it on Nov 11. This completes the Sept 2004 financing (a $750,000 note plus 2.8 million warrants in total) and means existing shareholders face possible dilution as warrants are exercised. Directors Benz, Parker and Chadwick bought 41,667, 341,665 and 20,834 of the warrants, the company paid Chadwick's firm Sanders Morris Harris a $25,000 fee and will retain it as financial adviser, and it signed a consulting agreement with Parker. The note's maturity was extended to Sept 7, 2005. Proceeds are for working capital and general corporate purposes.
Blue Dolphin and partner WBI Pipeline & Storage sold their combined stake in the stalled New Avoca gas-storage project in upstate New York to SemGas for $0.9 million cash plus a possible $0.4 million earn-out.
American Resources Offshore sold nearly all its remaining Gulf of Mexico oil and gas interests, 64% of Blue Dolphin's proved reserves, to Fidelity Exploration for about $2.7 million, leaving the July sale and this one covering over 99% of the company's 2001 reserve base.
24 July 2002asset acquisition disposition▼ BadMajor
New subsidiary American Resources Offshore sold its working interest in the South Timbalier Block 148 field, then 36% of Blue Dolphin's proved reserves, to Newfield Exploration for $2.3 million.
1 Mar 2002asset acquisition disposition▲ GoodMajor
Blue Dolphin completed its acquisition of American Resources Offshore, making it a wholly owned subsidiary after ARO shareholders elected cash or Blue Dolphin stock.
Blue Dolphin replaced KPMG with Mann Frankfort Stein & Lipp as its independent accountant; KPMG reported no disagreements over its two prior years of audits.
A fresh registration statement replacing the January one, now with the numbers filled in: each ARO common share becomes 0.0362 Blue Dolphin shares or 6 cents cash, each preferred share 0.0301 shares or 7 cents, cash limited to 70% of the total, with ARO's vote set for February 19, 2002. ARO stock had slid from 9 cents when the deal was agreed to 5 cents by late January, and still no fairness opinion was obtained on either side.
Amendment No. 1 to the registration for Blue Dolphin's buy-out of the American Resources Offshore stock it did not already own, rewritten around a January 15, 2002 amendment to the merger agreement that let ARO holders elect cash instead of Blue Dolphin shares, with cash capped at 70% of total consideration. The filing states outright that neither company obtained a fairness opinion - the economics of the deal and the need to conserve cash ruled one out - so ARO's public holders had nothing behind the price but their special committee's negotiation.
Blue Dolphin registered the shares to squeeze out the minority of American Resources Offshore, a company it already controlled with 77% of the common stock and 50.4% of the preferred -- enough to approve the merger by itself. ARO holders got 0.0276 Blue Dolphin shares per common share and 0.0301 per preferred, worth about 10.8 cents against an ARO market price of 9 cents.
Blue Dolphin sweetened its ARO merger terms to let minority holders choose cash instead of stock, and separately sold its stalled Gulf of Mexico reversionary gas interest to Fidelity Exploration & Production for $1.36 million, with Fidelity assuming the related bank debt.
Blue Dolphin's stake in driller Drillmar fell from 64% to 12.8% after Drillmar merged with Zephyr Drilling, and a dry exploratory well pushed back when Blue Dolphin's reversionary gas revenue at High Island Block A-7 would begin.
Blue Dolphin agreed to buy out the roughly 23% of American Resources Offshore (ARO) it didn't already own, exchanging ARO shares for Blue Dolphin stock and cash.
