SecProbe.io

November 8, 2024
Bryce Klug
Chief Financial Officer
Blue Dolphin Energy Company
801 Travis Street, Suite 2100
Houston, Texas 77002
Re:Blue Dolphin Energy Company
Form 10-K for the Fiscal Year ended December 31, 2023
Filed April 1, 2024
File No. 000-15905
Dear Bryce Klug:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 10-K for the Fiscal Year ended December 31, 2023
Results of Operations, page 39
We note that you disclose the measures of gross profit, refinery operations gross
profit, and tolling and terminaling gross profit on pages 40, 41 and 42, although each
measure appears to exclude depreciation and amortization, and would therefore
generally be considered incomplete in terms of GAAP.

We regard the term gross profit as synonymous with gross margin, which is a defined
term in the FASB Master Glossary.  If you wish to retain these measures, you would
need to modify the labels to more clearly convey their nature as non-GAAP measures
to comply with Item 10(e)(1)(ii)(E) of Regulation S-K. Please make corresponding
label changes in the segment disclsoures on page 63 and within earnings releases and
investor presentations when disclosing these measures.

 1.

November 8, 2024
Page 2
Please also address the requirements in Item 10(e)(1)(i) of Regulation S-K to provide
a reconciliation to the non-GAAP consolidated measure from the most directly
comparable GAAP measure, and to include a discussion and analysis of the most
directly comparable GAAP measure, having equal or greater prominence, and to
disclose the reasons that you believe the non-GAAP measure provides useful
information to investors regarding your financial condition and results of operations.

We believe that you will need to identify the GAAP measure of gross profit, which
should reflect all costs of revenues, including the allocable amounts of depreciation
and amortization, as the most directly comparable GAAP measure in providing these
disclosures.  Given the structure of your tabulation on page 40, you may wish to
consider a similar approach for the corresponding segment measures.

Financial Statements
Consolidated Statements of Income, page 52
2.We note that you present incomplete measures of cost of goods sold and gross profit
on page 52, as these do not reflect the attributable amounts of depreciation and
amortization.  However, Item 10(e)(1)(ii)(C) of Regulation S-K generally precludes
disclosure of non-GAAP measures on the face of the financial statements.

Please reposition the amount of depreciation and amortization that is attributable to
cost of goods sold either to be included within the measure of cost of good sold, or to
be presented as a separate line item in advance of, and to be included within, your
measure of gross profit.  If any other costs that are attributable to cost of good
sold have been excluded from this measure, these should be similarly repositioned.

If you present depreciation and amortization or any other amounts that are attributable
to cost of good sold separately, please include a parenthetical notation to indicate that
your measures of cost of good sold exclude those amounts, consistent with the
guidance in SAB Topic 11:B. However, please understand that the accommodation
discussed therein does not extend to measures of gross profit.

3.Please submit the revisions that you propose to address the concerns outlined above
and confirm that conforming changes will be made in all subsquent disclosures of
the measures such as in earnings releases and investor presentations that you publicly
release or file on Form 8-K and quarterly financial reports on Form 10-Q.

            In closing, we remind you that the company and its management are responsible for
the accuracy and adequacy of their disclosures, notwithstanding any review, comments,
action or absence of action by the staff.

November 8, 2024
Page 3
            Please contact John Cannarella at 202-551-3337 or Jenifer Gallagher at 202-551-3706
with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation