Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2021 | Nov. 08, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2021 | |
Document Transition Report | false | |
Entity File Number | 001-11476 | |
Entity Registrant Name | VERTEX ENERGY, INC. | |
Entity Incorporation, State | NV | |
Entity Tax Identification Number | 94-3439569 | |
Entity Address, Street | 1331 Gemini Street | |
Entity Address, Suite | Suite 250 | |
Entity Address, City | Houston | |
Entity Address, State | TX | |
Entity Address, Postal Zip Code | 77058 | |
City Area Code | 866 | |
Local Phone Number | 660-8156 | |
Title of each class | Common Stock,$0.001 Par Value Per Share | |
Trading Symbol(s) | VTNR | |
Name of each exchange on which registered | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 63,284,215 | |
Entity Central Index Key | 0000890447 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2021 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Current assets | ||
Cash and cash equivalents | $ 12,112,577 | $ 10,895,044 |
Restricted cash | 100,125 | 100,125 |
Accounts receivable, net | 5,796,484 | 4,858,847 |
Inventory | 2,402,126 | 1,458,288 |
Prepaid expenses and other current assets | 5,062,889 | 1,942,137 |
Assets held for sale, current | 87,670,167 | 10,530,947 |
Total current assets | 113,144,368 | 29,785,388 |
Noncurrent assets | ||
Fixed assets, at cost | 16,508,660 | 15,495,562 |
Less accumulated depreciation | (1,926,886) | (1,573,025) |
Fixed assets, net | 14,581,774 | 13,922,537 |
Finance lease right-of-use assets | 14,842 | 18,100 |
Operating lease right-of use assets | 4,850,112 | 4,734,497 |
Intangible assets, net | 385,798 | 466,546 |
Other assets | 11,708,732 | 1,008,733 |
Assets held for sale, noncurrent | 0 | 72,164,157 |
TOTAL ASSETS | 144,685,626 | 122,099,958 |
Current liabilities | ||
Accounts payable | 5,673,876 | 2,419,543 |
Accrued expenses | 2,185,282 | 980,233 |
Dividends payable | 0 | 606,550 |
Liabilities held for sale, current | 38,765,716 | 14,342,808 |
Finance lease liability-current | 346,322 | 122,702 |
Operating lease liability-current | 872,694 | 783,747 |
Current portion of long-term debt, net of unamortized finance costs | 14,398,267 | 4,367,169 |
Revolving note | 0 | 133,446 |
Derivative commodity liability | 155,929 | 94,214 |
Total current liabilities | 62,398,086 | 23,850,412 |
Long-term liabilities | ||
Long-term debt, net of unamortized finance costs | 124,124 | 7,981,496 |
Finance lease liability-long-term | 0 | 315,513 |
Operating lease liability-long-term | 3,977,418 | 3,950,750 |
Liabilities held for sale, noncurrent | 0 | 24,380,440 |
Derivative warrant liability | 1,072,620 | 330,412 |
Total liabilities | 67,572,248 | 60,809,023 |
COMMITMENTS AND CONTINGENCIES (Note 3) | 0 | 0 |
TEMPORARY EQUITY | ||
Series B and B-1 preferred shares | 39,771,408 | 55,366,186 |
Redeemable non-controlling interest | 39,771,408 | 31,611,674 |
EQUITY | ||
Common stock, $0.001 par value per share; 750,000,000 shares authorized; 63,003,766 and 45,554,841 shares issued and outstanding at September 30, 2021 and December 31, 2020, respectively. | 63,004 | 45,555 |
Additional paid-in capital | 136,905,764 | 94,569,674 |
Accumulated deficit | (101,475,299) | (90,008,778) |
Total Vertex Energy, Inc. stockholders' equity | 35,493,855 | 4,606,871 |
Non-controlling interest | 1,848,115 | 1,317,878 |
Total equity | 37,341,970 | 5,924,749 |
TOTAL LIABILITIES, TEMPORARY EQUITY, AND EQUITY | 144,685,626 | 122,099,958 |
Series B Preferred Stock | ||
TEMPORARY EQUITY | ||
Series B and B-1 preferred shares | 0 | 12,718,339 |
Series B1 Preferred Stock | ||
TEMPORARY EQUITY | ||
Series B and B-1 preferred shares | 0 | 11,036,173 |
Series A Preferred Stock | ||
EQUITY | ||
Series A and C Preferred stock | 386 | 420 |
Series C Preferred Stock | ||
EQUITY | ||
Series A and C Preferred stock | $ 0 | $ 0 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Preferred stock, shares authorized (in shares) | 50,000,000 | 50,000,000 |
Preferred stock, par value (in dollars per share) | $ 0.001 | |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 750,000,000 | 750,000,000 |
Common stock, shares issued (in shares) | 63,003,766 | 45,554,841 |
Common stock, shares outstanding (in shares) | 63,003,766 | 45,554,841 |
Series B Preferred Stock | ||
Temporary equity, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Temporary equity, shares designated (in shares) | 10,000,000 | 10,000,000 |
Temporary equity, shares issued (in shares) | 4,102,690 | 4,102,690 |
Temporary equity, shares outstanding (in shares) | 0 | |
Temporary equity, liquidation preference | $ 0 | $ 12,718,339 |
Preferred stock, shares outstanding (in shares) | 0 | 4,102,690 |
Series B1 Preferred Stock | ||
Temporary equity, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Temporary equity, shares designated (in shares) | 17,000,000 | 17,000,000 |
Temporary equity, shares issued (in shares) | 7,399,649 | 7,399,649 |
Temporary equity, liquidation preference | $ 0 | $ 11,543,452 |
Preferred stock, shares outstanding (in shares) | 0 | 7,399,649 |
Series A Preferred Stock | ||
Preferred stock, shares authorized (in shares) | 5,000,000 | 5,000,000 |
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares issued (in shares) | 385,601 | 419,859 |
Preferred stock, shares outstanding (in shares) | 385,601 | 419,859 |
Preferred stock, liquidation preference | $ 574,545 | $ 625,590 |
Series C Preferred Stock | ||
Preferred stock, shares authorized (in shares) | 44,000 | 44,000 |
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Income Statement [Abstract] | ||||
Revenues | $ 28,974,471 | $ 16,249,312 | $ 84,823,476 | $ 30,460,606 |
Cost of revenues (exclusive of depreciation and amortization shown separately below) | 28,061,498 | 15,324,914 | 79,319,678 | 28,598,874 |
Depreciation and amortization attributable to costs of revenues | 126,795 | 115,562 | 358,905 | 327,672 |
Gross profit | 786,178 | 808,836 | 5,144,893 | 1,534,060 |
Operating expenses: | ||||
Selling, general and administrative expenses | 4,944,719 | 1,832,067 | 12,111,951 | 6,044,050 |
Depreciation and amortization attributable to operating expenses | 26,916 | 28,002 | 80,748 | 48,118 |
Total operating expenses | 4,971,635 | 1,860,069 | 12,192,699 | 6,092,168 |
Loss from operations | (4,185,457) | (1,051,233) | (7,047,806) | (4,558,108) |
Other income (expense): | ||||
Other income | 0 | 0 | 4,222,000 | 0 |
Loss on sale of assets | (3,351) | (136,434) | (1,927) | (124,090) |
Gain (loss) on change in value of derivative warrant liability | 11,907,413 | 256,587 | (11,380,122) | 1,844,369 |
Interest expense | (352,587) | (97,157) | (603,398) | (291,933) |
Total other income (expense) | 11,551,475 | 22,996 | (7,763,447) | 1,428,346 |
Income (loss) from continuing operations before income tax | 7,366,018 | (1,028,237) | (14,811,253) | (3,129,762) |
Income tax benefit (expense) | 0 | 0 | 0 | 0 |
Income (loss) from continuing operations | 7,366,018 | (1,028,237) | (14,811,253) | (3,129,762) |
Income (loss) from discontinued operations, net of tax | 3,278,498 | (926,933) | 12,464,445 | (5,323,630) |
Net income (loss) | 10,644,516 | (1,955,170) | (2,346,808) | (8,453,392) |
Net income (loss) attributable to non-controlling interest and redeemable non-controlling interest from continuing operations | (115,131) | 136,334 | 510,618 | 155,322 |
Net income (loss) attributable to non-controlling interest and redeemable non-controlling interest from discontinued operations | 2,400,141 | 343,881 | 7,183,268 | 35,449 |
Net income (loss) attributable to Vertex Energy, Inc. | 8,359,506 | (2,435,385) | (10,040,694) | (8,644,163) |
Accretion of redeemable noncontrolling interest to redemption value from continued operations | (414,690) | (1,287,559) | (1,176,683) | (13,635,797) |
Accretion of discount on Series B and B1 Preferred Stock | 0 | (29,157) | (507,282) | (1,500,395) |
Dividends on Series B and B1 Preferred Stock | 0 | (591,777) | 258,138 | (1,296,493) |
Net income (loss) available to shareholders from continuing operations | 7,066,459 | (3,073,064) | (16,747,698) | (19,717,769) |
Net income (loss) available to shareholders from discontinued operations, net of tax | 878,357 | (1,270,814) | 5,281,177 | (5,359,079) |
Net income (loss) available to common shareholders | $ 7,944,816 | $ (4,343,878) | $ (11,466,521) | $ (25,076,848) |
Basic income (loss) per common share | ||||
Continuing operations (in dollars per share) | $ 0.12 | $ (0.07) | $ (0.31) | $ (0.43) |
Discontinued operations, net of tax (in dollars per share) | 0.01 | (0.03) | 0.10 | (0.12) |
Basic income (loss) per common share (in dollars per share) | 0.13 | (0.10) | (0.21) | (0.55) |
Diluted income (loss) per common share | ||||
Continuing operations (in dollars per share) | 0.11 | (0.07) | (0.31) | (0.43) |
Discontinued operations, net of tax (in dollars per share) | 0.01 | (0.03) | 0.10 | (0.12) |
Diluted income (loss) per common share (in dollars per share) | $ 0.12 | $ (0.10) | $ (0.21) | $ (0.55) |
Shares used in computing earnings per share | ||||
Basic (in shares) | 61,348,508 | 45,554,841 | 53,963,617 | 45,494,235 |
Diluted (in shares) | 64,605,326 | 45,554,841 | 53,963,617 | 45,494,235 |
CONSOLIDATED STATEMENTS OF EQUI
CONSOLIDATED STATEMENTS OF EQUITY - USD ($) | Total | Series A Preferred | Series B1 Preferred Stock | Series B Preferred Stock | Common Stock | Common StockSeries A Preferred | Common StockSeries B1 Preferred Stock | Common StockSeries B Preferred Stock | Preferred stockSeries A Preferred | Preferred stockSeries C Preferred | Additional Paid-In Capital | Additional Paid-In CapitalSeries B1 Preferred Stock | Additional Paid-In CapitalSeries B Preferred Stock | Retained Earnings | Non-controlling Interest |
Beginning balance (in shares) at Dec. 31, 2019 | 43,395,563 | 419,859 | 0 | ||||||||||||
Beginning balance at Dec. 31, 2019 | $ 23,102,026 | $ 43,396 | $ 420 | $ 0 | $ 81,527,351 | $ (59,246,514) | $ 777,373 | ||||||||
Increase (Decrease) in Stockholders' Equity | |||||||||||||||
Purchase of shares of consolidated subsidiary | (71,171) | (71,171) | |||||||||||||
Share based compensation expense | 163,269 | 163,269 | |||||||||||||
Adjustment of carrying amount of non-controlling interest | 9,091,068 | 9,091,068 | |||||||||||||
Conversion of Series B/B-1 Preferred stock to common (in shares) | 2,159,278 | ||||||||||||||
Conversion of Series B/B-1 Preferred stock to common | 3,368,474 | $ 2,159 | 3,366,315 | ||||||||||||
Dividends on Series B and B1 | (344,499) | (344,499) | |||||||||||||
Accretion of discount on Series B and B1 | (932,003) | (932,003) | |||||||||||||
Accretion of redeemable non-controlling interest to redemption value | (10,966,349) | (10,966,349) | |||||||||||||
Net income (loss) | 2,390,251 | 2,788,860 | (398,609) | ||||||||||||
Less: amount attributable to redeemable non-controlling interest | 517,877 | 517,877 | |||||||||||||
Ending balance (in shares) at Mar. 31, 2020 | 45,554,841 | 419,859 | 0 | ||||||||||||
Ending balance at Mar. 31, 2020 | 26,318,943 | $ 45,555 | $ 420 | $ 0 | 94,076,832 | (68,700,505) | 896,641 | ||||||||
Beginning balance (in shares) at Dec. 31, 2019 | 43,395,563 | 419,859 | 0 | ||||||||||||
Beginning balance at Dec. 31, 2019 | 23,102,026 | $ 43,396 | $ 420 | $ 0 | 81,527,351 | (59,246,514) | 777,373 | ||||||||
Increase (Decrease) in Stockholders' Equity | |||||||||||||||
Adjustment of carrying amount of non-controlling interest | 9,091,068 | ||||||||||||||
Accretion of discount on Series B and B1 | $ (646,031) | $ (854,364) | |||||||||||||
Net income (loss) | (8,453,392) | ||||||||||||||
Ending balance (in shares) at Sep. 30, 2020 | 45,554,841 | 419,859 | 0 | ||||||||||||
Ending balance at Sep. 30, 2020 | 11,179,859 | $ 45,555 | $ 420 | $ 0 | 94,404,520 | (84,323,362) | 1,052,726 | ||||||||
Beginning balance (in shares) at Mar. 31, 2020 | 45,554,841 | 419,859 | 0 | ||||||||||||
Beginning balance at Mar. 31, 2020 | 26,318,943 | $ 45,555 | $ 420 | $ 0 | 94,076,832 | (68,700,505) | 896,641 | ||||||||
Increase (Decrease) in Stockholders' Equity | |||||||||||||||
Share based compensation expense | 156,539 | 156,539 | |||||||||||||
Dividends on Series B and B1 | (360,217) | (360,217) | |||||||||||||
Accretion of discount on Series B and B1 | (539,235) | (539,235) | |||||||||||||
Accretion of redeemable non-controlling interest to redemption value | (1,381,889) | (1,381,889) | |||||||||||||
Net income (loss) | (8,888,473) | (8,997,638) | 109,165 | ||||||||||||
Less: amount attributable to redeemable non-controlling interest | (127,044) | (127,044) | |||||||||||||
Ending balance (in shares) at Jun. 30, 2020 | 45,554,841 | 419,859 | 0 | ||||||||||||
Ending balance at Jun. 30, 2020 | 15,178,624 | $ 45,555 | $ 420 | $ 0 | 94,233,371 | (79,979,484) | 878,762 | ||||||||
Increase (Decrease) in Stockholders' Equity | |||||||||||||||
Share based compensation expense | 171,149 | 171,149 | |||||||||||||
Accretion of redeemable non-controlling interest to redemption value | (1,287,559) | (1,287,559) | |||||||||||||
Dividends on Series B and B1 | (591,777) | (591,777) | |||||||||||||
Accretion of discount on Series B and B1 | (29,157) | (29,157) | |||||||||||||
Net income (loss) | (1,955,170) | (2,435,385) | 480,215 | ||||||||||||
Less: amount attributable to redeemable non-controlling interest | (306,251) | (306,251) | |||||||||||||
Ending balance (in shares) at Sep. 30, 2020 | 45,554,841 | 419,859 | 0 | ||||||||||||
Ending balance at Sep. 30, 2020 | 11,179,859 | $ 45,555 | $ 420 | $ 0 | 94,404,520 | (84,323,362) | 1,052,726 | ||||||||
Beginning balance (in shares) at Dec. 31, 2020 | 45,554,841 | 419,859 | 0 | ||||||||||||
Beginning balance at Dec. 31, 2020 | 5,924,749 | $ 45,555 | $ 420 | $ 0 | 94,569,674 | (90,008,778) | 1,317,878 | ||||||||
Increase (Decrease) in Stockholders' Equity | |||||||||||||||
Exercise of options/B1 warrants (in shares) | 22,992 | 1,079,753 | |||||||||||||
Exercise of options/ B1 warrants | 0 | 2,757,957 | $ 23 | $ 1,080 | (23) | $ 2,756,877 | |||||||||
Exchanges of Series B Preferred stock to common (in shares) | 2,359,494 | ||||||||||||||
Exchanges of Series B Preferred stock to common | 4,747,250 | $ 2,359 | 4,114,570 | 630,321 | |||||||||||
Share based compensation expense | 150,514 | 150,514 | |||||||||||||
Conversion of Series B/B-1 Preferred stock to common (in shares) | 2,087,195 | 638,224 | |||||||||||||
Conversion of Series B/B-1 Preferred stock to common | 3,256,024 | 1,978,494 | $ 2,087 | $ 638 | 3,253,937 | $ 1,977,856 | |||||||||
Dividends on Series B and B1 | (372,183) | (372,183) | |||||||||||||
Accretion of discount on Series B and B1 | (223,727) | (223,727) | |||||||||||||
Accretion of redeemable non-controlling interest to redemption value | (373,748) | (373,748) | |||||||||||||
Net income (loss) | 2,965,338 | 974,369 | 1,990,969 | ||||||||||||
Less: amount attributable to redeemable non-controlling interest | (1,542,402) | (1,542,402) | |||||||||||||
Ending balance (in shares) at Mar. 31, 2021 | 51,742,499 | 419,859 | 0 | ||||||||||||
Ending balance at Mar. 31, 2021 | 19,268,266 | $ 51,742 | $ 420 | $ 0 | 106,823,405 | (89,373,746) | 1,766,445 | ||||||||
Beginning balance (in shares) at Dec. 31, 2020 | 45,554,841 | 419,859 | 0 | ||||||||||||
Beginning balance at Dec. 31, 2020 | 5,924,749 | $ 45,555 | $ 420 | $ 0 | 94,569,674 | (90,008,778) | 1,317,878 | ||||||||
Increase (Decrease) in Stockholders' Equity | |||||||||||||||
Exercise of options/B1 warrants (in shares) | 1,795,840 | ||||||||||||||
Accretion of discount on Series B and B1 | (507,282) | 0 | |||||||||||||
Net income (loss) | (2,346,808) | ||||||||||||||
Ending balance (in shares) at Sep. 30, 2021 | 63,003,766 | 385,601 | 0 | ||||||||||||
Ending balance at Sep. 30, 2021 | 37,341,970 | $ 63,004 | $ 386 | $ 0 | 136,905,764 | (101,475,299) | 1,848,115 | ||||||||
Beginning balance (in shares) at Mar. 31, 2021 | 51,742,499 | 419,859 | 0 | ||||||||||||
Beginning balance at Mar. 31, 2021 | 19,268,266 | $ 51,742 | $ 420 | $ 0 | 106,823,405 | (89,373,746) | 1,766,445 | ||||||||
Increase (Decrease) in Stockholders' Equity | |||||||||||||||
Exercise of options/B1 warrants (in shares) | 505,376 | 156,792 | |||||||||||||
Exercise of options/ B1 warrants | 229,512 | 1,634,566 | $ 505 | $ 157 | 229,007 | 1,634,409 | |||||||||
Stock Unissued During Period Value Exercise Of B1 Warrants | 1,185,831 | 1,185,831 | |||||||||||||
Exercise of options to common- unissued | 474,866 | 474,866 | |||||||||||||
Leverage Lubricants contribution | (13,491) | (13,491) | |||||||||||||
Share based compensation expense | 205,039 | 205,039 | |||||||||||||
Conversion of Series A Preferred stock to common (in shares) | 28,257 | (28,257) | |||||||||||||
Conversion of Series A Preferred stock to common | $ 0 | $ 28 | $ (28) | ||||||||||||
Conversion of Series B/B-1 Preferred stock to common (in shares) | 5,634,889 | 1,841,406 | |||||||||||||
Conversion of Series B/B-1 Preferred stock to common | 8,790,417 | 5,708,359 | $ 5,635 | $ 1,842 | 8,784,782 | 5,706,517 | |||||||||
Conversion of Series B Preferred stock to common-unissued | 759,983 | 759,983 | |||||||||||||
Accretion of discount on Series B and B1 | (283,555) | (283,555) | |||||||||||||
Accretion of redeemable non-controlling interest to redemption value | (388,245) | (388,245) | |||||||||||||
Net income (loss) | (15,956,662) | (19,374,569) | 3,417,907 | ||||||||||||
Less: amount attributable to redeemable non-controlling interest | (3,111,743) | (3,111,743) | |||||||||||||
Ending balance (in shares) at Jun. 30, 2021 | 59,909,219 | 391,602 | 0 | ||||||||||||
Ending balance at Jun. 30, 2021 | 18,503,143 | $ 59,909 | $ 392 | $ 0 | 125,803,839 | (109,420,115) | 2,059,118 | ||||||||
Increase (Decrease) in Stockholders' Equity | |||||||||||||||
Exercise of options/B1 warrants (in shares) | 1,267,472 | 1,575,918 | |||||||||||||
Exercise of options/ B1 warrants | 1,482,387 | $ 9,362,629 | $ 1,268 | $ 1,576 | 1,481,119 | $ 9,361,053 | |||||||||
Exercise of options to common- unissued | 2,925 | 2,925 | |||||||||||||
Leverage Lubricants contribution | 2,260 | 2,260 | |||||||||||||
Distribution from VRM LA | (169,368) | (169,368) | |||||||||||||
Share based compensation expense | 257,073 | 257,073 | |||||||||||||
Conversion of Series A Preferred stock to common (in shares) | 6,001 | (6,001) | |||||||||||||
Conversion of Series A Preferred stock to common | $ 0 | $ 6 | $ (6) | ||||||||||||
Conversion of Series B/B-1 Preferred stock to common (in shares) | 245,156 | ||||||||||||||
Conversion of Series B/B-1 Preferred stock to common | $ 0 | $ 245 | $ (245) | ||||||||||||
Accretion of redeemable non-controlling interest to redemption value | (414,690) | (414,690) | |||||||||||||
Net income (loss) | 10,644,516 | 8,359,506 | 2,285,010 | ||||||||||||
Less: amount attributable to redeemable non-controlling interest | (2,328,905) | (2,328,905) | |||||||||||||
Ending balance (in shares) at Sep. 30, 2021 | 63,003,766 | 385,601 | 0 | ||||||||||||
Ending balance at Sep. 30, 2021 | $ 37,341,970 | $ 63,004 | $ 386 | $ 0 | $ 136,905,764 | $ (101,475,299) | $ 1,848,115 |
CONSOLIDATED STATEMENTS OF EQ_2
CONSOLIDATED STATEMENTS OF EQUITY (Parenthetical) - $ / shares | Sep. 30, 2021 | Dec. 31, 2020 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, par value (in dollars per share) | 0.001 | |
Series A Preferred Stock | ||
Preferred stock, par value (in dollars per share) | 0.001 | 0.001 |
Series C Preferred Stock | ||
Preferred stock, par value (in dollars per share) | 0.001 | $ 0.001 |
Common Stock | ||
Common stock, par value (in dollars per share) | $ 0.001 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Cash flows from operating activities | ||
Net income (loss) before adjustment for non-controlling interest | $ (2,346,808) | $ (8,453,392) |
Income (loss) from discontinued operations, net of tax | 12,464,445 | (5,323,630) |
Income (loss) from continuing operations | (14,811,253) | (3,129,762) |
Adjustments to reconcile net loss from continuing operations to cash used in operating activities, net of acquisitions | ||
Stock based compensation expense | 612,626 | 490,958 |
Depreciation and amortization | 439,653 | 375,790 |
Income tax benefit | 0 | 0 |
Gain on forgiveness of debt | (4,222,000) | 0 |
Loss on sale of assets | 1,927 | 124,090 |
Bad debt expense | 629,791 | (9,875) |
Increase (decrease) in fair value of derivative warrant liability | 11,380,122 | (1,844,369) |
Loss (gain) on commodity derivative contracts | 2,204,606 | (4,489,355) |
Net cash settlements on commodity derivatives | (1,998,707) | 5,484,734 |
Amortization of debt discount and deferred costs | 37,500 | 47,826 |
Changes in operating assets and liabilities, net of effect of acquisition | ||
Accounts receivable and other receivables | (1,513,058) | 206,352 |
Inventory | (911,980) | 1,008,343 |
Prepaid expenses and other current assets | (3,232,253) | (1,186,023) |
Accounts payable | 3,184,965 | 1,729,129 |
Accrued expenses | 1,203,283 | (1,207,230) |
Other assets | (699,999) | (581,534) |
Net cash used by operating activities | (7,694,777) | (2,980,926) |
Cash flows from investing activities | ||
Acquisition of business, net of cash | 2,058 | (1,822,690) |
Internally developed software | 0 | (49,229) |
Purchase of fixed assets | (1,060,039) | (642,186) |
Deposit for Refinery Purchase | (10,000,000) | 0 |
Proceeds from sale of fixed assets | 74,991 | 36,465 |
Net cash used in investing activities | (10,982,990) | (2,477,640) |
Cash flows from financing activities | ||
Payments on finance leases | (91,893) | (93,438) |
Proceeds from exercise of options and warrants to common stock | 6,492,759 | 0 |
Distributions to noncontrolling interest | (169,368) | 0 |
Contributions received from noncontrolling interest and redeemable noncontrolling interest | 2,260 | 21,000,000 |
Line of credit (payments) proceeds, net | (166,129) | 0 |
Proceeds from note payable (includes proceeds from PPP note) | 10,078,115 | 7,992,346 |
Payments on note payable | (3,778,589) | (12,601,976) |
Net cash provided by financing activities | 12,367,155 | 16,296,932 |
Discontinued operations: | ||
Net cash provided (used) by operation activities | 11,014,236 | 4,370,152 |
Net cash used in investing activities | (3,168,865) | (3,527,980) |
Net cash provided (used) by financing activities | (317,226) | (227,259) |
Net cash provided by discontinued operations | 7,528,145 | 614,913 |
Net change in cash, cash equivalents and restricted cash | 1,217,533 | 11,453,279 |
Cash, cash equivalents, and restricted cash at beginning of the period | 10,995,169 | 4,199,825 |
Cash, cash equivalents, and restricted cash at end of period | 12,212,702 | 15,653,104 |
SUPPLEMENTAL INFORMATION | ||
Cash paid for interest | 843,523 | 812,887 |
Cash paid for taxes | 0 | 0 |
NON-CASH INVESTING AND FINANCING TRANSACTIONS | ||
Exchanges of Series B Preferred Stock into common stock | 4,747,250 | 0 |
Accretion of discount on Series B and B1 Preferred Stock | 507,282 | 1,500,395 |
Dividends-in-kind accrued on Series B and B1 Preferred Stock | (258,138) | 1,296,493 |
Option exercised | 650 | 0 |
Equipment acquired under finance leases | 0 | 1,017,638 |
Initial adjustment of carrying amount redeemable noncontrolling interests | 0 | 9,091,068 |
Accretion of redeemable noncontrolling interest to redemption value | 1,176,683 | 13,635,797 |
Series A Preferred Stock | ||
NON-CASH INVESTING AND FINANCING TRANSACTIONS | ||
Conversion of Series A, B and B1 Preferred Stock into Common Stock | 34 | 0 |
Series B Preferred Stock | ||
NON-CASH INVESTING AND FINANCING TRANSACTIONS | ||
Conversion of Series A, B and B1 Preferred Stock into Common Stock | 8,446,836 | 0 |
Series B1 Preferred Stock | ||
NON-CASH INVESTING AND FINANCING TRANSACTIONS | ||
Conversion of Series A, B and B1 Preferred Stock into Common Stock | $ 12,046,441 | $ 3,368,474 |
BASIS OF PRESENTATION AND NATUR
BASIS OF PRESENTATION AND NATURE OF OPERATIONS | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BASIS OF PRESENTATION AND NATURE OF OPERATIONS | BASIS OF PRESENTATION AND NATURE OF OPERATIONS The accompanying unaudited interim consolidated financial statements of Vertex Energy, Inc. (the " Company " or " Vertex Energy ") have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission (" SEC ") and should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended December 31, 2020, contained in the Company's annual report, as filed with the SEC on Form 10-K on March 9, 2021 (the " Form 10-K "). The December 31, 2020 balance sheet was derived from the audited financial statements of our 2020 Form 10-K. In the opinion of management all adjustments, consisting of normal recurring adjustments necessary for a fair presentation of financial position and the results of operations for the interim periods presented, have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the consolidated financial statements which would substantially duplicate the disclosures contained in the audited consolidated financial statements for the most recent fiscal year 2020 as reported in Form 10-K have been omitted. UMO Business Sale On June 29, 2021, Vertex entered into an Asset Purchase Agreement (the “ Sale Agreement ”) with Vertex Energy Operating, LLC, Vertex’s wholly-owned subsidiary (“ Vertex Operating ”) and Vertex Refining LA, LLC (“ Vertex LA ”) (wholly-owned by Vertex Operating), Vertex Refining OH, LLC (“ Vertex OH ”) (wholly-owned by HPRM, LLC, of which we own a 35% interest), Cedar Marine Terminals, L.P. (“ CMT ”) (indirectly wholly-owned), and H & H Oil, L.P. (“ H&H ”) (indirectly wholly-owned)(collectively, the “ Vertex Entities ”, and together, Vertex, Vertex Operating and the Vertex Entities, the “ Seller Parties ”), as sellers, and Safety-Kleen Systems, Inc., as purchaser (“ Safety-Kleen ”). Pursuant to the Sale Agreement, Safety-Kleen agreed to acquire the Company’s Marrero used oil refinery in Louisiana (currently owned by Vertex LA, which entity is indirectly wholly-owned); our Columbus, Ohio, Heartland used oil refinery in Ohio (currently owned by Vertex OH, of which we indirectly own a 35% interest and will acquire the remaining 65% interest prior to Closing); our H&H and Heartland used motor oil (“UMO”) collections business; our oil filters and absorbent materials recycling facility in East Texas; and the rights CMT holds to a lease on the Cedar Marine terminal in Baytown, Texas, including the sale of the operations conducted at the various properties subject to the Sale Agreement (discussed below), which primarily consist of (1) operating our Marrero, Louisiana and Columbus, Ohio re-refineries and the Cedar Marine terminal, and in connection therewith, acquiring used lubricating oils from commercial and retail establishments and re-refining such oils into processed oils and other products for the distribution, supply and sale to end-customers, (2) collecting and processing used motor oil, oil filters, and related automotive waste streams and (3) the provision of related products and support services (collectively, the “UMO Business” and the assets and operations associated therewith, the “Purchased Assets”). During the third quarter of 2021, the Company classified the UMO business as held for sale based on management’s intention and shareholders approval to sell this business, which is expected to occur in the first half of 2022. The Company’s historical financial statements have been revised to present the operating results of the UMO business as discontinued operations. The results of operations of this business are presented as “Income (loss) from discontinued operations” in the statement of operations and the related cash flows of this business have been reclassified to discontinued operations for all periods presented. The assets and liabilities of the UMO business have been reclassified to “Assets held for sale” and “Liabilities held for sale”, respectively, in the consolidated balance sheet for all periods presented. Novel Coronavirus (COVID-19) In December 2019, a novel strain of coronavirus, which causes the infectious disease known as COVID-19, was reported in Wuhan, China. The World Health Organization declared COVID-19 a “Public Health Emergency of International Concern” on January 30, 2020 and a global pandemic on March 11, 2020. In March and April, many U.S. states and local jurisdictions began issuing ‘stay-at-home’ orders, which have mainly been terminated or expired as of the date of this report. Notwithstanding such ‘stay-at-home’ orders, our operations were for the most part deemed an essential business under applicable governmental orders based on the critical nature of the products we offer. We sell products and services primarily in the U.S. domestic oil and gas commodity markets. Throughout the first quarter of 2020, the industry experienced multiple factors which lowered both the demand for, and prices of, oil and gas. First, the COVID-19 pandemic lowered global demand for hydrocarbons, as social distancing and travel restrictions were implemented across the world. Second, the lifting of Organization of the Petroleum Exporting Countries (OPEC)+ supply curtailments, and the associated increase in production of oil, drove the global supply of hydrocarbons higher through the first quarter of 2020. As a result of both dynamics, prices for hydrocarbons declined 67% from peak prices within the first quarter of 2020. While global gross domestic product (GDP) growth was impacted by COVID-19 during 2020 and into the first, second and third quarters of 2021, we expect GDP to continue to be impacted globally for the remainder of 2021, as a result of the COVID-19 pandemic. As a result, we expect oil and gas related markets will continue to experience significant volatility during the remainder of 2021. Our goal through this downturn has been to remain disciplined in allocating capital and to focus on liquidity and cash preservation. We are taking the necessary actions to right-size the business for expected activity levels. As a result of the impact of the COVID-19 outbreak, some of our feedstock suppliers have permanently or temporarily closed their businesses, and/or have experienced a decreased demand for services. As a result of the above, and due to prior ‘stay-at-home’ and other social distancing orders, as well as the decline in U.S. travel caused by COVID-19, we saw a significant decline in the volume of feedstocks (specifically used oil) that we were able to collect during 2020, and therefore process through our facilities. A future prolonged economic slowdown, renewed periods of social quarantine (imposed by the government or otherwise), or another prolonged period of decreased travel due to COVID-19 or the responses thereto, similar to those experienced during 2020, will likely have a material negative adverse impact on our ability to produce products, and consequently our revenues and results of operations. The full extent of the impact of COVID-19 on our business and operations currently cannot be estimated and will depend on a number of factors including the scope and duration of the global pandemic, the efficacy of, and the willingness of the general public to obtain vaccines and boosters, further mutations of the virus, as well as the rate of transmission of new COVID-19 variants. Currently we believe that we have sufficient cash on hand and will generate sufficient cash through operations to support our operations for the foreseeable future; however, we will continue to evaluate our business operations based on new information as it becomes available and will make changes that we consider necessary in light of any new developments regarding the pandemic. |
SUMMARY OF CRITICAL ACCOUNTING
SUMMARY OF CRITICAL ACCOUNTING POLICIES AND ESTIMATES | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
SUMMARY OF CRITICAL ACCOUNTING POLICIES AND ESTIMATES | SUMMARY OF CRITICAL ACCOUNTING POLICIES AND ESTIMATES Cash, Cash Equivalents and Restricted Cash The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. The following table provides a reconciliation of cash and cash equivalents and restricted cash reported within the consolidated balance sheets to the same such amounts shown in the consolidated statements of cash flows. September 30, 2021 December 31, 2020 Cash and cash equivalents $ 12,112,577 $ 10,895,044 Restricted cash 100,125 100,125 Cash and cash equivalents and restricted cash as shown in the consolidated statements of cash flows $ 12,212,702 $ 10,995,169 The Company placed all the restricted cash in a money market account, to serve as collateral for payment of a credit card. Inventory Inventories of products consist of feedstocks, refined petroleum products and recovered ferrous and non-ferrous metals and are reported at the lower of cost or net realizable value. Cost is determined using the first-in, first-out (“ FIFO ”) method. The Company reviews its inventory commodities for impairment whenever events or circumstances indicate that the value may not be recoverable. Impairment of long-lived assets The Company evaluates the carrying value and recoverability of its long-lived assets when circumstances warrant such evaluation by applying the provisions of the Financial Accounting Standards Board (“ FASB ”) Accounting Standards Codification (“ ASC ”) regarding long-lived assets. It requires that long-lived assets be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable through the estimated undiscounted cash flows expected to result from the use and eventual disposition of the assets. Whenever any such impairment exists, an impairment loss will be recognized for the amount by which the carrying value exceeds the fair value. The Company determined that no long-lived asset impairment existed during the three and nine months ended September 30, 2021. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect reported amounts of assets and liabilities, disclosure of contingent assets and liabilities, and reported amounts of revenue and expenses. Actual results could differ from these estimates. Any effects on the business, financial position or results of operations from revisions to these estimates are recorded in the period in which the facts that give rise to the revision become known. Reclassification of Prior Year Presentation Certain prior period amounts have been reclassified to conform to current period presentation. These reclassifications had no effect on the reported results of operations. Redeemable Noncontrolling Interests As more fully described in “ Note 14. Share Purchase and Subscription Agreements ”, the Company is party to put/call option agreements with the holder of Vertex Refining Myrtle Grove LLC (“MG SPV”) and HPRM LLC, a Delaware limited liability company, (“Heartland SPV”), which entities were formed as special purpose vehicles in connection with the transactions described in greater detail below, non-controlling interests. The put options permit MG SPV’s and Heartland SPV’s non-controlling interest holders, at any time on or after the earlier of (a) the fifth anniversary of the applicable closing date of such issuances and (ii) the occurrence of certain triggering events (an “MG Redemption” and “Heartland Redemption”, as applicable) to require MG SPV and Heartland SPV to redeem the non-controlling interest from the holder of such interest. Per the agreements, the cash purchase price for such redeemed Class B Units (MG SPV) and Class A Units (Heartland SPV) is the greater of (y) the fair market value of such units (without discount for illiquidity, minority status or otherwise) as determined by a qualified third party agreed to in writing by a majority of the holders seeking an MG SPV Redemption and Heartland SPV Redemption and Vertex Operating, LLC, our wholly-owned subsidiary (“Vertex Operating”) (provided that Vertex Operating still owns Class A Units (as to MG SPV) or Class B Units (as to Heartland SPV) on such date, as applicable) and (z) the original per-unit price for such Class B Units/Class A Units plus any unpaid Class A/Class B preference. The preference is defined as the greater of (A) the aggregate unpaid “Class B/Class A Yield” (equal to an annual return of 22.5% per annum) and (B) an amount equal to fifty percent (50%) of the aggregate capital invested by the Class B/Class A Unit holders. The agreements also permit the Company to acquire the non-controlling interest from the holders thereof upon certain events. Applicable accounting guidance requires an equity instrument that is redeemable for cash or other assets to be classified outside of permanent equity if it is redeemable (a) at a fixed or determinable price on a fixed or determinable date, (b) at the option of the holder, or (c) upon the occurrence of an event that is not solely within the control of the issuer. Based on this guidance, the Company has classified the MG SPV and Heartland SPV non-controlling interests between the liabilities and equity sections of the accompanying September 30, 2021 and December 31, 2020 consolidated balance sheets. If an equity instrument subject to the guidance is currently redeemable, the instrument is adjusted to its maximum redemption amount at the balance sheet date. If the equity instrument subject to the guidance is not currently redeemable but it is probable that the equity instrument will become redeemable (for example, when the redemption depends solely on the passage of time), the guidance permits either of the following measurement methods: (a) accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument using an appropriate methodology, or (b) recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The amount presented in temporary equity should be no less than the initial amount reported in temporary equity for the instrument. Because the MG SPV and Heartland SPV equity instruments will become redeemable solely based on the passage of time, the Company determined that it is probable that the MG SPV and Heartland SPV equity instruments will become redeemable. The Company has elected to apply the second of the two measurement options described above. An adjustment to the carrying amount of a non-controlling interest from the application of the above guidance does not impact net income or loss in the consolidated financial statements. Rather, such adjustments are treated as equity transactions. Variable Interest Entities The Company accounts for the investments it makes in certain legal entities in which equity investors do not have (1) sufficient equity at risk for the legal entity to finance its activities without additional subordinated financial support, (2) as a group (the holders of the equity investment at risk), either the power, through voting or similar rights, to direct the activities of the legal entity that most significantly impacts the entity’s economic performance, or (3) the obligation to absorb the expected losses of the legal entity or the right to receive expected residual returns of the legal entity. These certain legal entities are referred to as “variable interest entities” or “VIEs.” The Company consolidates the results of any such entity in which it determines that it has a controlling financial interest. The Company has a “controlling financial interest” in such an entity if the Company has both the power to direct the activities that most significantly affect the VIE’s economic performance and the obligation to absorb the losses of, or right to receive benefits from, the VIE that could be potentially significant to the VIE. On a quarterly basis, the Company reassesses whether it has a controlling financial interest in any investments it has in these certain legal entities. |
CONCENTRATIONS, SIGNIFICANT CUS
CONCENTRATIONS, SIGNIFICANT CUSTOMERS, COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2021 | |
Concentrations, Significant Customers, Commitments And Contingencies Disclosure [Abstract] | |
CONCENTRATIONS, SIGNIFICANT CUSTOMERS, COMMITMENTS AND CONTINGENCIES | CONCENTRATIONS, SIGNIFICANT CUSTOMERS, COMMITMENTS AND CONTINGENCIES At September 30, 2021 and 2020 and for each of the nine months then ended, the Company’s revenues and receivables were comprised of the following customer concentrations: Nine Months Ended September 30, 2021 Nine Months Ended % of % of % of % of Customer 1 22% 17% 18% 16% Customer 2 16% 13% 9% 11% Customer 3 14% 11% 7% —% Customer 4 13% 14% 15% —% For each of the nine months ended September 30, 2021 and 2020, the Company’s segment revenues were comprised of the following customer concentrations: % of Revenue by Segment % Revenue by Segment Nine Months Ended September 30, 2021 Nine Months Ended September 30, 2020 Black Oil Refining Recovery Black Oil Refining Recovery Customer 1 —% 27% —% —% 25% —% Customer 2 —% 20% —% —% 13% —% Customer 3 —% —% 73% —% —% 28% Customer 4 —% 16% —% —% 20% —% The Company had one and no vendors that represented 10% of total purchases or payables for the nine months ended September 30, 2021 and 2020, respectively. The Company’s revenue, profitability and future rate of growth are substantially dependent on prevailing prices for petroleum-based products. Historically, the energy markets have been very volatile, and there can be no assurance that these prices will not be subject to wide fluctuations in the future. A substantial or extended decline in such prices could have a material adverse effect on the Company’s financial position, results of operations, cash flows, access to capital, and the quantities of petroleum-based products that the Company can economically produce. Litigation The Company, in its normal course of business, is involved in various other claims and legal action. In the opinion of management, the outcome of these claims and actions will not have a material adverse impact upon the financial position of the Company. We are currently party to the following material litigation proceedings: Vertex Refining LA, LLC (“ Vertex Refining LA ”), the wholly-owned subsidiary of Vertex Operating was named as a defendant, along with numerous other parties, in five lawsuits filed on or about February 12, 2016, in the Second Parish Court for the Parish of Jefferson, State of Louisiana, Case No. 121749, by Russell Doucet et. Al., Case No. 121750, by Kendra Cannon et. Al., Case No. 121751, by Lashawn Jones et. Al., Case No. 121752, by Joan Strauss et. Al. and Case No. 121753, by Donna Allen et. Al. The suits relate to alleged noxious and harmful emissions from our facility located in Marrero, Louisiana. The suits seek damages for physical and emotional injuries, pain and suffering, medical expenses and deprivation of the use and enjoyment of plaintiffs’ homes. We intend to vigorously defend ourselves and oppose the relief sought in the complaints, provided that at this stage of the litigation, the Company has no basis for determining whether there is any likelihood of material loss associated with the claims and/or the potential and/or the outcome of the litigation. On November 17, 2020, Vertex filed a lawsuit against Penthol LLC (“Penthol”) in the 61st Judicial District Court of Harris County, Texas, Cause No. 2020-65269,, for breach of contract and simultaneously sought a Temporary Restraining Order and Temporary Injunction enjoining Penthol from, among other things, circumventing Vertex in violation of the terms of that certain June 5, 2016 Sales Representative and Marketing Agreement entered into between Vertex Operating and Penthol (the “ Penthol Agreement ”). Vertex is seeking permanent injunctive relief, damages, attorney’s fees, costs of court, and all other relief to which it may be entitled. This lawsuit is pending. On February 8, 2021, Penthol filed a complaint against Vertex Operating in the United States District Court for the Southern District of Texas; Civil Action No. 4:21-CV-416 (the “ Complaint ”). Penthol’s Complaint sought damages from Vertex Operating for alleged violations of the Sherman Act, breach of contract, business disparagement, and misappropriation of trade secrets under the Defend Trade Secrets Act and Texas Uniform Trade Secrets Act. On August 12, 2021, United States District Judge Andrew S. Hanen dismissed Penthol’s Sherman Act claim. Penthol’s remaining claims are pending. Penthol is seeking a declaration that Vertex has materially breached the agreement; an injunction that prohibits Vertex from using Penthol’s alleged trade secrets and requires Vertex to return any of Penthol’s alleged trade secrets; awards of actual, consequential and exemplary damages, attorneys’ fees and costs of court; and other relief to which it may be entitled. Vertex denies Penthol’s allegations in the Complaint. Vertex contends Penthol’s claims are completely without merit, and that Penthol’s termination of the Penthol Agreement was wrongful and resulted in damages to Vertex that it is seeking to recover in the Harris County lawsuit. Further, Vertex contends that Penthol’s the termination of the Penthol Agreement constitutes a breach by Penthol under the express terms of the Penthol Agreement, and that Vertex remains entitled to payment of the amounts due Vertex under the Penthol Agreement for unpaid commissions and unpaid performance incentives. Vertex disputes Penthol’s allegations of wrongdoing and intends to vigorously defend itself in this matter. We cannot predict the impact (if any) that any of the matters described above may have on our business, results of operations, financial position, or cash flows. Because of the inherent uncertainties of such matters, including the early stage and lack of specific damage claims in the Penthol matter, we cannot estimate the range of possible losses from them (except as otherwise indicated). Related Parties From time to time, the Company consults Ruddy Gregory, PLLC., a related party law firm of which James Gregory, a member of the Board of Directors, serves as a partner. During the nine months ended September 30, 2021 and 2020, we paid $564,175 and $56,971, respectively, to such law firm for services rendered ,which services includes the drafting and negotiation of, and due diligence associated with, the Sale Agreement and Refinery Purchase Agreement (defined and discussed below), and related transactions. Leverage Lubricants, LLC On May 1, 2021, Vertex Energy Operating, LLC obtained a 51% membership interest in Leverage Lubricants, LLC. Leverage Lubricants is in the business of wholesale specialty blending of lubricants and warehousing and distribution of petroleum based products and related services. May 2021 Purchase Agreement On May 26, 2021, Vertex Operating, entered into a Sale and Purchase Agreement (the “Refinery Purchase Agreement”) with Equilon Enterprises LLC d/b/a Shell Oil Products US and/or Shell Chemical LP and/or Shell Oil Company (“Seller”), to purchase the Seller’s Mobile, Alabama refinery, certain real property associated therewith, and related assets, including all inventory at the refinery as of closing and certain equipment, rolling stock, and other personal property associated with the Mobile refinery (collectively, the “Mobile Refinery” and the “Mobile Acquisition”). The Mobile Refinery is located on an 800+ acre site in the city and county of Mobile, Alabama. The 91,000 barrel-per-day nameplate capacity Mobile Refinery is capable of sourcing a flexible mix of cost-advantaged light-sweet domestic and international feedstocks. Approximately 70% of the refinery’s current annual production is distillate, gasoline and jet fuel, with the remainder being vacuum gas oil, liquefied petroleum gas (LPG) and other products. The facility distributes its finished product across the southeastern United States through a high-capacity truck rack, together with deep and shallow water distribution points capable of supplying waterborne vessels. In addition to refining assets, the Mobile Acquisition will include the acquisition by the Company of approximately 3.2 million barrels of inventory and product storage, logistics and distribution assets, together with more than 800+ acres of developed and undeveloped land. The initial base purchase price for the assets is $75 million. In addition, we will also pay for the hydrocarbon inventory located at the Mobile Refinery, as valued at closing, and the purchase price is subject to other customary purchase price adjustments and reimbursement for certain capital expenditures, resulting in an expected total purchase price of approximately $86.7 million. In connection with Vertex Operating’s execution of the Refinery Purchase Agreement, and as a required term and condition thereof, Vertex Operating provided the Seller a promissory note in the amount of $10 million (the “Deposit Note”). Pursuant to the terms of the Refinery Purchase Agreement, the terms of such agreement (other than exclusivity through December 31, 2021, or such earlier date that the Refinery Purchase Agreement is terminated), were not legally binding on the Seller until such time as Vertex Operating funds the Deposit Note in cash (which note has been paid in full to date). The Deposit Note did not accrue interest unless or until an event of default occurred under such note, at which time interest was to accrue at 12% per annum until paid. The entire balance of the Deposit Note was due upon the earlier of (i) 45 calendar days following the date of the Deposit Note (i.e., July 10, 2021); and (ii) five In the event of the closing of the transactions contemplated by the Refinery Purchase Agreement, the funded portion of the Deposit Note, and any interest thereon (the “Deposit”) is credited against the purchase price due to the Seller. In the event the Refinery Purchase Agreement is terminated, the Deposit is non-refundable except as more particularly described in the Refinery Purchase Agreement, which provides that in some circumstances the Company may receive a complete refund of the Deposit or must pay a portion of (or in some cases all) the costs for the Swapkit (defined below) and/or the audit of the Seller’s operations, to the extent requested by the Company. The Refinery Purchase Agreement is subject to termination prior to closing under certain circumstances, and may be terminated: at any time prior to the closing date by the mutual consent of the parties; by Vertex Operating or Seller in the event the closing has not occurred by May 26, 2022 (the “Refinery Purchase Outside Date”, subject to extensions as discussed in the Purchase and Sale Agreement), in the event such failure to close is not a result of Vertex Operating’s or Seller’s breach of the agreement, respectively, or the failure to obtain any government consent; or by Vertex Operating or Seller, if the other party has breached any representation, warranty or covenant set forth in the agreement, subject to certain cases to the right to cure such breach, or required regulatory approvals have not been received as of the Refinery Purchase Outside Date. The Refinery Purchase Agreement provides that if all conditions to closing are satisfied other than government approvals and required permits and registrations, then the Refinery Purchase Outside Date is extended to such date as the parties mutually agree; provided, however, in the event the parties do not mutually agree, then the Refinery Purchase Outside Date is automatically extended to May 26, 2023. The Refinery Purchase Agreement contemplates the Company and the Seller entering into various supply and offtake agreements at closing. The Mobile Acquisition is expected to close in the first quarter of 2022, subject to satisfaction of customary closing conditions, including the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, the absence of legal impediments prohibiting the Mobile Acquisition, receipt of regulatory approvals and required consents, absence of a material adverse effect and the Company raising sufficient cash to pay such aggregate purchase price. The Company anticipates financing the transaction through the recent sale of convertible notes (see “Note 16. Subsequent Events ”) and the entry into a debt facility. The Company has not entered into any definitive lending agreements regarding such debt fundings to date, and such debt funding may not be available on favorable terms, if at all. The Company may also generate cash through asset divestitures. The conditions to the closing of the Mobile Acquisition may not be met, and such closing may not ultimately occur on the terms set forth in the Refinery Purchase Agreement, if at all. Upon completion of the transaction and provided that Vertex’s fundraising initiatives are successful, Vertex plans to complete an $85 million capital project designed to modify the Mobile Refinery’s hydrocracking unit to produce renewable diesel fuel on a standalone basis, $13.0 million of which, for engineering services and for the initial payments of purchase orders for long lead-time equipment associated with the capital project, are expected to be expended prior to closing such acquisition, with funds raised through the sale of the November 2021 convertible notes (see “Note 16. Subsequent Events ”). In connection with the entry into the Refinery Purchase Agreement, Vertex Operating and the Seller entered into a Swapkit Purchase Agreement (the “Swapkit Agreement”). Pursuant to the agreement, Vertex Operating agreed to fund a technology solution comprising the ecosystem required for the Company to run the Mobile Refinery after closing (the “Swapkit”), at a cost of $8.7 million, which is payable at closing (subject to certain adjustments), or in certain circumstances, upon termination of the Purchase and Sale Agreement. Safety-Kleen Sale Agreement On June 29, 2021, we entered into an Asset Purchase Agreement (the “Sale Agreement” and the transactions contemplated therein, the “Sale Transaction” or the “Sale”) with Vertex Operating, Vertex LA, (“Vertex ”), OH, CMT, and H&H, as sellers, and Safety-Kleen, dated as of June 28, 2021. Pursuant to the Sale Agreement, Safety-Kleen agreed to acquire the Company’s Marrero used oil refinery in Louisiana (currently owned by Vertex LA); our Heartland used oil refinery in Ohio (currently owned by Vertex OH); our H&H and Heartland UMO collections business; our oil filters and absorbent materials recycling facility in East Texas; and the rights CMT holds to a lease on the Cedar Marine terminal in Baytown, Texas (“UMO Business”). The initial base purchase price for the assets is $140 million, which is subject to customary adjustments to account for working capital, taxes and assumed liabilities. The Sale Agreement also requires us to place $7 million of shares of our common stock into escrow for a period of 18 months following the closing (the “Escrow Period”), in order to satisfy any indemnification claims made by Safety-Kleen pursuant to the terms of the Sale Agreement. Such shares are to be valued at the volume weighted average price of the Company’s common stock for the ten $7 million at all times. Notwithstanding the above, in no event will the number of shares issued into the escrow account, or otherwise pursuant to the terms of the Sale Agreement, exceed 19.9% of the Company’s outstanding common stock on the date the Sale Agreement was entered into. Upon termination of the Escrow Period, any shares remaining in escrow (subject to pending claims) are to be returned to the Company for cancellation. The Sale Agreement is subject to termination prior to closing under certain circumstances, and may be terminated: at any time prior to the closing date by the mutual consent of the parties; by Safety-Kleen in the event the closing has not occurred by December 31, 2021 (the “Sale Agreement Outside Date”, subject to certain extensions as discussed in the Sale Agreement), in the event such failure to close is not a result of Safety-Kleen’s breach of the agreement, provided that if the failure to close is the result of the failure to obtain certain government consents or the failure of the Company to obtain the required shareholder approval for the transaction, either party may extend the Sale Agreement Outside Date for up to an additional 90 days; by the Company or Safety-Kleen, if the other party has breached the agreement, subject to certain cases to the right to cure such breach; by the Company if it becomes apparent that the closing of the Sale Agreement will not occur due to certain reasons, including if any of Safety-Kleen’s required conditions to closing conditions will not be fulfilled by the Sale Agreement Outside Date, unless such failure is the result of the Company. In the event that the Sale Agreement is terminated as a result of the failure of the Company’s shareholders to approve the transaction, we are required to reimburse all of Safety-Kleen’s out-of-pocket expenses (including all fees and expenses of counsel, accountants, investment bankers, financing sources, experts and consultants) incurred in connection with the authorization, preparation, negotiation, execution and performance of the Sale Agreement and the transactions contemplated therein (the “Reimbursement”). If Safety-Kleen terminates the Sale Agreement for certain reasons, including in certain cases due to a breach of the agreement by the Company in the event the Company solicits other competing transactions or takes other similar actions; because the Company considers a competing transaction and the shareholders of the Company fail to approve the Sale Agreement; or the Company’s board of directors refuses to complete the transaction due to a competing transaction, then we are required to pay Safety-Kleen a break-fee of $3,000,000, less amounts paid as Reimbursement (the “Break-Fee”), which will be the sole remedy of Safety-Kleen in such situation. The Sale Agreement is expected to close in the first half of 2022, subject to satisfaction of customary closing conditions, including the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, the absence of legal impediments prohibiting the transaction, and receipt of regulatory approvals and required consents. We are currently responding to inquiries received from the Federal Trade Commission (the “FTC”), which is not required to rule on the matter until the expiration of 30 days following submission of our responses which is not expected to occur before November 30, 2021, if then. The Sale Agreement also required us to hold a shareholders meeting to seek shareholder approval for the Sale Agreement, which shareholder approval was received in September 2021. The conditions to the closing of the Sale Agreement may not be met, and such closing may not ultimately occur on the terms set forth in the Sale Agreement, if at all. Houlihan Lokey acted as financial advisor to the Company on the transaction. Vallum Advisors acted as financial communications counsel to the Company. |
REVENUES
REVENUES | 9 Months Ended |
Sep. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |
REVENUES | REVENUES Disaggregation of Revenue The following tables present our revenues disaggregated by geographical market and revenue source: Three Months Ended September 30, 2021 Black Oil Refining & Marketing Recovery Total Primary Geographical Markets Southern United States $ 446,676 $ 24,572,390 $ 3,955,405 $ 28,974,471 Sources of Revenue Pygas $ — $ 3,736,534 $ — $ 3,736,534 Industrial fuel — 417,096 — 417,096 Distillates — 20,418,760 — 20,418,760 Oil collection services 158,676 — 158,676 Metals — — 3,669,411 3,669,411 Other re-refinery products — — 285,994 285,994 VGO/Marine fuel sales 288,000 — — 288,000 Total revenues $ 446,676 $ 24,572,390 $ 3,955,405 $ 28,974,471 Nine Months Ended September 30, 2021 Black Oil Refining & Marketing Recovery Total Primary Geographical Markets Southern United States $ 1,300,220 $ 67,683,034 $ 15,840,222 $ 84,823,476 Sources of Revenue Pygas $ — $ 10,570,907 $ — $ 10,570,907 Industrial fuel — 1,138,311 — 1,138,311 Distillates — 55,973,816 — 55,973,816 Oil collection services 436,220 — 3,423 439,643 Metals — — 15,464,375 15,464,375 Other re-refinery products — — 372,424 372,424 VGO/Marine fuel sales 864,000 — — 864,000 Total revenues $ 1,300,220 $ 67,683,034 $ 15,840,222 $ 84,823,476 Three Months Ended September 30, 2020 Black Oil Refining & Marketing Recovery Total Primary Geographical Markets Southern United States $ 288,000 $ 13,501,751 $ 2,459,561 $ 16,249,312 Sources of Revenue Pygas $ — $ 1,184,434 $ — $ 1,184,434 Industrial fuel — 82,644 — 82,644 Distillates — 12,234,673 — 12,234,673 Metals — — 2,459,561 2,459,561 VGO/Marine fuel sales 288,000 — — 288,000 Total revenues $ 288,000 $ 13,501,751 $ 2,459,561 $ 16,249,312 Nine Months Ended September 30, 2020 Black Oil Refining & Marketing Recovery Total Primary Geographical Markets Southern United States $ 864,000 $ 22,309,670 $ 7,286,936 $ 30,460,606 Sources of Revenue Pygas $ — $ 4,815,040 $ — $ 4,815,040 Industrial fuel — 135,396 — 135,396 Distillates — 17,359,234 — 17,359,234 Metals — — 7,286,936 7,286,936 VGO/Marine fuel sales 864,000 — — 864,000 Total revenues $ 864,000 $ 22,309,670 $ 7,286,936 $ 30,460,606 |
ACCOUNTS RECEIVABLE
ACCOUNTS RECEIVABLE | 9 Months Ended |
Sep. 30, 2021 | |
Receivables [Abstract] | |
ACCOUNTS RECEIVABLE | ACCOUNTS RECEIVABLE Accounts receivable, net, consists of the following at September 30, 2021 and December 31, 2020: September 30, 2021 December 31, 2020 Accounts receivable trade $ 6,779,049 $ 5,211,621 Allowance for doubtful accounts (982,565) (352,774) Accounts receivable trade, net $ 5,796,484 $ 4,858,847 |
LINE OF CREDIT AND LONG-TERM DE
LINE OF CREDIT AND LONG-TERM DEBT | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
LINE OF CREDIT AND LONG-TERM DEBT | LINE OF CREDIT AND LONG-TERM DEBT On April 24, 2020, (a) Encina Business Credit, LLC (“EBC”) and the lenders under our February 2017 Revolving Credit Agreement with EBC (the “EBC Lenders”), and Vertex Operating, entered into a Fourth Amendment and Limited Waiver to Credit Agreement, effective on April 24, 2020, pursuant to which the EBC Lenders agreed to amend the EBC Credit Agreement; and (b) the EBC Lenders and Vertex Operating entered into a Fourth Amendment and Limited Waiver to our February 2017 ABL Credit Agreement, (the “ Revolving Credit Agreement ”), effective on April 24, 2020, pursuant to which the EBC Lenders agreed to amend the Revolving Credit Agreement (collectively, the “ Waivers ”). The Waivers amended the credit agreements to extend the due date of amounts owed thereunder from February 1, 2021 to February 1, 2022. On August 7, 2020, the Company and Vertex Operating entered into a Fifth Amendment to Credit Agreement with EBC (the “ Fifth Amendment ”), which amended the EBC Credit Agreement to provide the Company up to a $2 million term loan to be used for capital expenditures (the “ CapEx Loan ”), which amounts may be requested from time to time by the Company, provided that not more than four advances of such amount may be requested, with each advance being not less than $500,000 (in multiples of $100,000). The amendment also provided that any prepayments of the EBC Credit Agreement would first be applied to the term loan and then to the CapEx Loan. The CapEx Loan bears interest at the rate of LIBOR (0.08% at September 30, 2021) plus 7%, or to the extent that LIBOR is not available, the highest of the prime rate and the Federal Funds Rate plus 0.50%, in each case, plus 6%. We are required to repay the CapEx Loan in monthly installments of 1/48 th of the amount borrowed, each month that the CapEx Loan is outstanding, with a final balloon payment due at maturity. The obligation of EBC to fund the CapEx Loan is subject to customary conditions and requirements set forth in the Fifth Amendment, including the requirement that the Company has maintained daily availability under the ABL Credit Agreement greater than $1 million for the last thirty days, and that such availability would remain over $1 million, on a pro forma basis with such new loan. We are also required to provide the agent for the EBC Credit Agreement, a first priority security interest in the rolling stock collection assets or other assets acquired with the CapEx Loan. On November 27, 2020, the Company, Vertex Operating, the Agent and the EBC Lenders, entered into a Fifth Amendment and Limited Waiver to Credit Agreement (the “Amendment and Waiver”), pursuant to which the Lenders agreed to amend the Revolving Credit Agreement, to (1) provide for the Lender’s waiver of an event of default which occurred under the Revolving Credit Agreement, relating solely to the Company exceeding the $3 million capital expenditure limitation for 2020 set forth in the Revolving Credit Agreement; (2) amend the capital expenditure limit set forth in the Revolving Credit Agreement to $4 million for 2020 (compared to $3 million previously) and $3 million thereafter; and (3) amended the minimum required availability under the Revolving Credit Agreement to be $1 million prior to December 31, 2020 (which amount was previously $2 million) and $2 million thereafter. Notwithstanding the technical default under the Revolving Credit Agreement discussed above, the Lenders did not take any action to accelerate amounts due under the Revolving Credit Agreement, such amounts due thereunder were not automatically accelerated in connection with the default, and as discussed above, such technical default was waived by the Lenders according to the Amendment and Waiver. On January 18, 2021, the Company, Vertex Operating and EBC as agent for the lenders named therein, and such lenders, entered into a Sixth Amendment to Credit Agreement (the “6th Amendments”), which amended the EBC Credit Agreement and the Revolving Credit Agreement, between Vertex Operating, the Company, substantially all of the Company’s subsidiaries, EBC, as agent for the lenders named therein, and such lenders, to permit availability at any time to be less than (a) $1,000,000 at any time during the period commencing on December 31, 2020 through and including March 31, 2021 and (b) $2,000,000 at any time from and after April 1, 2021. On May 26, 2021, the Company, Vertex Operating and EBC as agent for the lenders named therein, and such lenders, entered into a Seventh Amendment to Credit Agreement and a Seventh Amendment to ABL Credit Agreement (collectively, the “7th Amendments”), which amended the EBC Credit Agreement and Revolving Credit Agreement, to allow the Company to enter into the Refinery Purchase Agreement, subject to the Company agreeing to not use any funds from the Revolving Credit Agreement towards such Refinery Purchase Agreement or to pay amounts in connection with a $10 million deposit note in connection with such Refinery Purchase Agreement. On July 1, 2021, the Company and Vertex Operating entered into an Eighth Amendment to Credit Agreement with EBC (the “8th Amendment”), which amendment amended the EBC Credit Agreement. Pursuant to the 8th Amendment, Encina Business Credit SPV, LLC agreed to loan the Company $5 million under the terms of the EBC Credit Agreement (the “Term Loan”), under the stipulation that the Company use such loaned funds solely to paydown amounts owed under the $10 million deposit note payable in connection with the entry into the Refinery Purchase Agreement ( the "Deposit Note"). The $5 million Term Loan bears interest at the variable-rate of LIBOR (0.08% at September 30, 2021) plus 6.5% per year, or to the extent that LIBOR is not available, the highest of the prime rate and the Federal Funds Rate plus 0.50%, in each case, plus 6%. We are required to repay the Term Loan in monthly installments of 1/48th of the amount borrowed, each month that the Term Loan is outstanding, with a final balloon payment due at maturity. The Term Loan is subject to customary events of defaults and other covenants set forth in the EBC Credit Agreement. The Term Loan is secured by Encina’s security interests over substantially all of our assets. On November 1, 2021, the Company repaid in full the amounts owed to the EBC Lenders (see “ Note 16. Subsequent E vents ”). Loan Agreements On May 4, 2020, the Company applied for a loan from Texas Citizens Bank in the principal amount of $4.22 million, pursuant to the Paycheck Protection Program (the “ PPP ” and the “PPP Loan”) under the Coronavirus Aid, Relief, and Economic Security Act (the “ CARES Act ”), which was enacted on March 27, 2020. On May 5, 2020, the Company received the loan funds. The Note was unsecured, was to mature on April 28, 2022, and accrued interest at a rate of 1.00% per annum, payable monthly commencing in February 2021, following an initial deferral period as specified under the PPP. Under the terms of the CARES Act, PPP loan recipients can apply for, and the U.S. Small Business Administration (“SBA”), which administers the CARES Act, can grant forgiveness of, all or a portion of loans made under the PPP if the recipients use the PPP loan proceeds for eligible purposes, including payroll costs, mortgage interest, rent or utility costs and meet other requirements regarding, among other things, the maintenance of employment and compensation levels. The Company used the PPP Loan proceeds for qualifying expenses and applied for forgiveness of the PPP Loan in accordance with the terms of the CARES Act. On June 22, 2021, the Company received a notification from the Lender that the SBA approved the Company’s PPP Loan forgiveness application for the entire PPP Loan balance of $4.222 million and accrued interest and that the remaining PPP Loan balance is zero. The forgiveness of the PPP Loan was recognized during the quarter ending June 30, 2021. On May 27, 2020, the Company entered into a loan contract security agreement with John Deere to finance $152,643 to purchase equipment. The Note matures on June 27, 2024, and bears interest at a rate of 2.45% per annum, payable monthly commencing on June 27, 2020. The payment of the note is secured by the equipment purchased. On July 18, 2020, Leverage Lubricants LLC, which Vertex Energy Operating, LLC holds 51% interest, entered into a SBA loan in the amount of $58,700. The loan matures on July 18, 2050 and bears interest at the rate of 3.75% per annum. Insurance Premiums The Company financed insurance premiums through various financial institutions bearing interest rates from 4.00% to 4.90% per annum. All such premium finance agreements have maturities of less than one year and have a balance of $3,562,608 at September 30, 2021 and $1,183,543 at December 31, 2020. Finance Leases On April 2, 2020, the Company obtained one finance lease with payments of $9,322 per month for three years and on July 28, 2020, the Company entered into another finance lease with payments of $3,545 per month for three years. The amo unt of the finance lease obligation has been reduced to $0 at September 30, 2021. On May 22, 2020, the Company entered into one finance lease. Payments are $15,078 per month for three years and the amount of the finance lease obligation has been reduced to $0 at September 30, 2021. The Company's outstanding debt facilities as of September 30, 2021 and December 31, 2020 are summarized as follows: Creditor Loan Type Origination Date Maturity Date Loan Amount Balance on September 30, 2021 Balance on December 31, 2020 Encina Business Credit, LLC Term Loan February 1, 2017 February 1, 2022 $ 20,000,000 $ 9,758,000 $ 5,433,000 Encina Business Credit SPV, LLC Revolving Note February 1, 2017 February 1, 2022 $ 10,000,000 — 133,446 Encina Business Credit, LLC Capex Loan August 7, 2020 February 1, 2022 $ 2,000,000 1,102,170 1,378,819 Wells Fargo Equipment Lease-Ohio Finance Lease April-May, 2019 April-May, 2024 $ 621,000 346,321 436,411 John Deere Note Note May 27, 2020 June 24, 2024 $ 152,643 103,414 131,303 Loan-Leverage Lubricants SBA Loan July 18, 2020 July 18, 2050 $ 58,700 58,700 — Well Fargo Equipment Lease-VRM LA Finance Lease March, 2018 March, 2021 $ 30,408 — 1,804 Texas Citizens Bank PPP Loan May 5, 2020 April 28, 2022 $ 4,222,000 — 4,222,000 Various institutions Insurance premiums financed Various < 1 year $ 2,902,428 3,562,608 1,183,543 Total $ 14,931,213 $ 12,920,326 Deferred finance costs (62,500) — Total, net of deferred finance costs $ 14,868,713 $ 12,920,326 Future contractual maturities of notes payable as of September 30, 2021 are summarized as follows: Creditor Year 1 Year 2 Year 3 Year 4 Year 5 Thereafter Encina Business Credit, LLC $ 9,758,000 $ — $ — $ — $ — $ — Encina Business Credit, LLC 1,102,170 — — — — — John Deere Note 37,991 38,933 26,490 — — — Well Fargo Equipment Lease- Ohio 346,321 — — — — — Loan-Leverage Lubricants — 683 1,290 1,340 1,391 53,996 Various institutions 3,562,608 — — — — — Totals $ 14,807,090 $ 39,616 $ 27,780 $ 1,340 $ 1,391 $ 53,996 Deferred finance costs, net (62,500) — — — — — Totals, net of deferred finance costs $ 14,744,590 $ 39,616 $ 27,780 $ 1,340 $ 1,391 $ 53,996 |
EARNINGS PER SHARE
EARNINGS PER SHARE | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
EARNINGS PER SHARE | EARNINGS PER SHARE Basic earnings per share includes no dilution and is computed by dividing income available to common shareholders by the weighted average number of common shares outstanding for the periods presented. Diluted earnings per share reflects the potential dilution of securities that could share in the earnings of an entity, such as convertible preferred stock, stock options, warrants or convertible securities. Due to their anti-dilutive effect, the calculation of diluted earnings per share for the three months ended September 30, 2021 and 2020 excludes: 1) options to purchase 915,179 and 5,140,288 shares, respectively, of common stock, 2) warrants to purchase 55,563 and 8,633,193 shares, respectively, of common stock, 3) Series B Preferred Stock which is convertible int o 0 and 3,883,449 shares, respectively, of common stock, 4) Series B1 Preferred Stock which is convertible into 0 a nd 7,004,236 shares, respectively, of common stock, and 5) Series A Preferred Stock which is convertible into 385,601 and 419,859 shares of common stock as of September 30, 2021 and 2020. Due to their anti-dilutive effect, the calculation of diluted earnings per share for the nine months ended September 30, 2021 and 2020 excludes: 1) options to purchase 4,195,168 and 5,140,288 shares, respectively, of common stock, 2) warrants to purchase 288,458 and 8,633,193 shares, respectively, of common stock, 3) Series B Preferred Stock which is convertible int o 0 and 3,883,449 shares, respectively, of common stock, 4) Series B1 Preferred Stock which is convertible into 0 a nd 7,004,236 shares, respectively, of common stock, and 5) Series A Preferred Stock which is convertible into 385,601 and 419,859 shares of common stock as of September 30, 2021 and 2020. In accordance with ASC 260-10-45, Share-Based Payment Arrangements and Participating Securities and the Two-Class Method, our Series A Preferred Stock, Series C Preferred Stock, and Series B and B1 Preferred Stock are considered participating securities. Basic earnings per common share are calculated by dividing the net income, adjusted for preferred dividends and income allocated to participating securities, by the weighted average number of common shares outstanding during the period. Diluted net income per common share reflects the dilutions that would occur if any potential dilutive instruments were exercised or converted into common shares. The dilutive effect of participating securities is calculated using the more dilutive of the treasury stock method or two-class method. Other potentially dilutive securities include preferred stock, stock options and warrants, and restricted stock. These are included in diluted shares to the extent they are dilutive under the treasury stock method for the applicable periods. During the periods of net loss, no effect is given to the participating securities because they do not share in the losses of the Company. The following is a reconciliation of the numerator and denominator for basic and diluted earnings per share for the three and nine months ended September 30, 2021 and 2020: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Basic loss per Share Numerator: Net income (loss) available to shareholders from continuing operations $ 7,066,459 $ (3,073,064) $ (16,747,698) $ (19,717,769) Net income (loss) available to shareholders from discontinued operations, net of tax 878,357 (1,270,814) 5,281,177 (5,359,079) Net income (loss) available to common shareholders $ 7,944,816 $ (4,343,878) $ (11,466,521) $ (25,076,848) Denominator: Weighted-average common shares outstanding 61,348,508 45,554,841 53,963,617 45,494,235 Continuing operations $ 0.12 $ (0.07) $ (0.31) $ (0.43) Discontinued operations, net of tax $ 0.01 $ (0.03) $ 0.10 $ (0.12) Basic earnings (loss) per share $ 0.13 $ (0.10) $ (0.21) $ (0.55) Diluted Earnings per Share Numerator: Net income (loss) available to shareholders from continuing operations $ 7,066,459 $ (3,073,064) $ (16,747,698) $ (19,717,769) Net income (loss) available to shareholders from discontinued operations, net of tax 878,357 (1,270,814) 5,281,177 (5,359,079) Net income (loss) available to common shareholders $ 7,944,816 $ (4,343,878) $ (11,466,521) $ (25,076,848) Denominator: Weighted-average shares outstanding 61,348,508 45,554,841 53,963,617 45,494,235 Effect of dilutive securities Stock options and warrants 2,871,217 — — — Preferred stock 385,601 — — — Diluted weighted-average shares outstanding 64,605,326 45,554,841 53,963,617 45,494,235 Continuing operations $ 0.11 $ (0.07) $ (0.31) $ (0.43) Discontinued operations, net of tax $ 0.01 $ (0.03) $ 0.10 $ (0.12) Diluted earnings (loss) per share $ 0.12 $ (0.10) $ (0.21) $ (0.55) |
COMMON STOCK
COMMON STOCK | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
COMMON STOCK | COMMON STOCK The total number of authorized shares of the Company’s common stock is 750,000,000 shares, $0.001 par value per share. As of September 30, 2021, there were 63,003,766 common shares issued and outstanding. During the nine months ended September 30, 2021, the Company issued 15,653,085 shares of common stock in connection with the conversion of Series A, Series B and B1 Convertible Preferred Stock, and exercise of warrants into common stock of the Company, pursuant to the terms of such securities. In addition, the Company issued 1,795,840 shares of common stock in connection with the exercise of options. During the nine months ended September 30, 2020, the Company issued 2,159,278 shares of common stock in connection with the conversion of Series B1 Convertible Preferred Stock into common stock of the Company, pursuant to the terms of such securities. Series B Exchange Agreements On February 23, 2021, the Company entered into a Series B Preferred Stock Exchange Agreement with Pennington Capital LLC, the then holder of shares of Series B Preferred Stock, pursuant to which the holder exchanged 822,824 shares of the Series B Preferred Stock of the Company which it held, which had an aggregate liquidation preference of $2,550,754 ($3.10 per share), for 1,261,246 shares of the Company’s common stock (based on an exchange ratio equal to approximately the five-day volume-weighted average price per share of the Company’s common stock on the date the Exchange Agreement was entered into). The Series B Preferred Stock shares were subsequently returned to the Company and cancelled in consideration for the issuance of the 1,261,246 shares of common stock. The Exchange Agreement included customary representations and warranties of the parties. This resulted in a deemed dividend recognition of $267,899 due to more shares being issued than were provided in the original agreement. On March 2, 2021, the Company entered into a Series B Preferred Stock Exchange Agreement with Carrhae & Co FBO Wasatch Micro Cap Value Fund, the then holder of shares of Series B Preferred Stock, pursuant to which the holder exchanged 708,547 shares of the Series B Preferred Stock of the Company which it held, which had an aggregate liquidation preference of $2,196,496 ($3.10 per share), for 1,098,248 shares of the Company’s common stock (based on an exchange ratio equal to $2.00 per share of common stock). The Series B Preferred Stock was returned to the Company and cancelled in consideration for the issuance of the 1,098,248 shares of common stock. The Exchange Agreement included customary representations and warranties of the parties. This resulted in a deemed dividend recognition of $362,422 due to more shares being issued than were provided in the original agreement. As described in ASC 260-10-S99-2, when preferred stock is exchanged, the difference between fair value of the consideration transferred to the holders of the preferred stock and (2) the carrying amount of the preferred stock in the registrant’s balance sheet (net of issuance costs) should be subtracted from (or added to) net income to arrive at income available to common shareholders in the calculation of earnings per share. As a result, the Company recorded a credit to retained earnings with a corresponding debit to additional paid in capital (APIC) of $630,321 which was added to net income to arrive at net income available to common shareholders, as a result of the transactions above. Series B and B1 Conversions During the three months ended June 30, 2021, holders our Series B and Series B1 Preferred Stock converted 58,114 and 2,500,000 shares, respectively, of such preferred stock into the same number of shares of common stock, on a one-for-one basis, pursuant to the terms of such preferred stock. During the three months ended March 31, 2021, holders our Series B and Series B1 Preferred Stock converted 638,224 and 2,087,195 shares, respectively, of such preferred stock into the same number of shares of common stock, on a one-for-one basis, pursuant to the terms of such preferred stock. Series B and B1 Automatic Conversions Pursuant to the terms of the Series B Preferred Stock and Series B1 Preferred Stock of the Company, in the event that the closing sales price of the Company’s common stock was at least $6.20 (as to the Series B Preferred Stock) and $3.90 (as to the Series B1 Preferred Stock) per share for at least 20 consecutive trading days, such shares of Series B Preferred Stock and Series B1 Preferred Stock were to convert automatically into common stock of the Company on a one-for-one basis (the “Automatic Conversion Provisions”). Effective on June 24, 2021 (as to the Series B1 Preferred Stock) and June 25, 2021 (as to the Series B Preferred Stock), the Automatic Conversion Provisions of the Series B Preferred Stock and Series B1 Preferred Stock were triggered, and the outstanding shares of the Company’s Series B Preferred Stock and Series B1 Preferred Stock automatically converted into common stock of the Company. Specifically, the 1,783,292 then outstanding shares of Series B Preferred Stock automatically converted into 1,783,292 shares of common stock and the 3,134,889 then outstanding shares of Series B1 Preferred Stock automatically converted into 3,134,889 shares of common stock (or 4,918,181 shares of common stock in total). The total number of authorized shares of the Company’s preferred stock is 50,000,000 shares, $0.001 par value per share. The total number of designated shares of the Company’s Series A Convertible Preferred Stock is 5,000,000 (“ Series A Preferred ”). The total number of designated shares of the Company’s Series B Convertible Preferred Stock is 10,000,000. The total number of designated shares of the Company’s Series B1 Convertible Preferred Stock is 17,000,000. As of September 30, 2021 and December 31, 2020, there were 385,601 and 419,859 shares, respectively, of Series A Preferred Stock issued and outstanding. As of September 30, 2021 and December 31, 2020, there were 4,102,690 and 4,102,690 shares issued and 0 and 4,102,690 shares of Series B Preferred Stock outstanding, respectively. As of September 30, 2021 and December 31, 2020, there were 7,399,649 and 7,399,649 shares issued and 0 and 7,399,649 shares of Series B1 Preferred Stock outstanding, respectively. Series B Preferred Stock and Temporary Equity The following table represents the activity related to the Series B Preferred Stock, classified as Temporary Equity on the accompanying unaudited consolidated balance sheet, during the nine months ended September 30, 2021 and 2020: 2021 2020 Balance at beginning of period $ 12,718,339 $ 11,006,406 Less: conversions of shares to common (8,446,837) — Less: exchanges of shares to common (4,747,250) — Plus: discount accretion — 854,364 Plus: dividends in kind 475,748 547,349 Balance at end of period $ — $ 12,408,119 At September 30, 2021 and December 31, 2020, a total of $0 and $317,970 of dividends were accrued on our outstanding Series B Preferred Stock, respectively. During the three months ended September 30, 2021 and 2020, we paid dividends in-kind in additional shares of Series B Preferred Stock of $0 and $188,837, respectively. Because such preferred stock was not redeemed on June 24, 2020, the preferred stock accrued a 10% per annum dividend (payable in-kind at the option of the Company), until such preferred stock was redeemed or converted into common stock, which preferred stock was automatically converted into common stock effective on June 25, 2021. Series B1 Preferred Stock and Temporary Equity The following table represents the activity related to the Series B1 Preferred Stock, classified as Temporary Equity on the accompanying unaudited consolidated balance sheet, for the nine months ended September 30, 2021 and 2020: 2021 2020 Balance at beginning of period $ 11,036,173 $ 12,743,047 Less: conversions of shares to common (12,046,441) (3,368,474) Plus: discount accretion 507,282 646,031 Plus: dividends in kind 502,986 546,557 Balance at end of period $ — $ 10,567,161 As of September 30, 2021 and December 31, 2020, respectively, a total of $0 and $288,594 of dividends were accrued on our outstanding Series B1 Preferred Stock. During the three months ended September 30, 2021 and 2020, we paid dividends in-kind in additional shares of Series B1 Preferred Stock of $0 and $171,380, respectively. Because such preferred stock was not redeemed on June 24, 2020, the preferred stock accrued a 10% per annum dividend (payable in-kind at the option of the Company), until such preferred stock was redeemed or converted into common stock, which preferred stock was automatically converted into common stock effective on June 24, 2021. The Series B1 Warrants were revalued at September 30, 2021 and December 31, 2020 using the Dynamic Black Scholes model that computes the impact of a possible change in control transaction upon the exercise of the warrant shares at approximately $1,072,620 and $330,412, respectively. The Dynamic Black Scholes Merton inputs used were: expected dividend rate of 0%, expected volatility of 66%-202%, risk free interest rate of 4.50% and expected term of 0.25 years. The Series B Warrants expired pursuant to their terms on December 24, 2020. The Series B1 Warrants will expire pursuant to their terms on November 13, 2021. The following is an analysis of changes in the derivative liability for the nine months ended September 30: Level Three Roll-Forward 2021 2020 Balance at beginning of period $ 330,412 $ 1,969,216 Value of warrants exercised (10,637,914) — Change in valuation of warrants 11,380,122 (1,844,369) Balance at end of period $ 1,072,620 $ 124,847 Myrtle Grove Share Purchase and Subscription Agreement Amounts received by MG SPV from its direct sale of Class B Units to Tensile-Myrtle Grove Acquisition Corporation (“Tensile-MG”), an affiliate of Tensile Capital Partners Master Fund LP, an investment fund based in San Francisco, California (“Tensile”) may only be used for additional investments in the Company’s former Belle Chasse, Louisiana, re-refining complex (the “MG Refinery”) or for day to day operations at the MG Refinery. At September 30, 2021, $0.05 million reported as cash and cash equivalents on the balance sheet is restricted to MG Refinery investments or operating expenses. The Class B Unit holders may force MG SPV to redeem the outstanding Class B Units at any time on or after the earlier of (a) the fifth anniversary of July 26, 2019 (the “ MG Closing Date ”) and (ii) the occurrence of a Triggering Event (defined below)(an “ MG Redemption ”). The cash purchase price for such redeemed Class B Units is the greater of (y) the fair market value of such units (without discount for illiquidity, minority status or otherwise) as determined by a qualified third party agreed to in writing by a majority of the holders seeking an MG Redemption and Vertex Operating (provided that Vertex Operating still owns Class A Units on such date) and (z) the original per-unit price for such Class B Units plus any unpaid Class B preference. The preference is defined as the greater of (A) the aggregate unpaid “Class B Yield” (equal to an annual return of 22.5% per annum) and (B) an amount equal to fifty percent (50%) of the aggregate capital invested by the Class B Unit holders. The Company did not pay the preferential yield during the nine months ended September 30, 2021. “ Triggering Events ” mean (a) any dissolution, winding up or liquidation of the Company, Vertex Operating or any significant subsidiary of Vertex Operating, (b) any sale, lease, license or disposition of any material assets of the Company, Vertex Operating or any significant subsidiary of Vertex Operating, (c) any transaction or series of related transactions (whether by merger, exchange, contribution, recapitalization, consolidation, reorganization, combination or otherwise) involving the Company, Vertex Operating or any significant subsidiary of Vertex Operating, the result of which is that the holders of the voting securities of the relevant entity as of the Closing Date are no longer the beneficial owners, in the aggregate, after giving effect to such transaction or series of transactions, directly or indirectly, of more than fifty percent (50%) of the voting power of the outstanding voting securities of the entity, subject to certain other requirements set forth in the MG Company Agreement, (d) the failure to consummate the Heartland Closing (defined below) by June 30, 2020 (a “ Failure to Close ”), provided that such Heartland Closing was consummated by June 30, 2020, (e) the failure of Vertex Operating to operate MG SPV in good faith with appropriate resources, or (f) the material failure of the Company and its affiliates to comply with the terms of the contribution agreement, whereby the Company contributed assets and operations to MG SPV. No triggering events occurred during the nine months ended September 30, 2021. Myrtle Grove Redeemable Noncontrolling Interest As a result of the Share Purchase and Subscription Agreement (the “ MG Share Purchase ”), Tensile, through Tensile-Myrtle Grove Acquisition Corporation, acquired an approximate 15.58% ownership interest in Vertex Refining Myrtle Grove LLC, a Delaware limited liability company, which entity was formed as a special purpose vehicle in connection with the transactions. This is considered a redeemable noncontrolling equity interest, as it is redeemable in the future and not solely within our control. After initial recognition, in accordance with ASC 480-10-S99-3A, the Company applied a two-step approach to measure noncontrolling interests associated with MG SPV at the balance sheet date. First, the Company applied the measurement guidance in ASC 810-10 by attributing a portion of the subsidiary’s net loss of $200,218 to the noncontrolling interest. Second, the Company applied the subsequent measurement guidance in ASC 480-10-S99-3A, which indicates that the noncontrolling interest’s carrying amount is the higher of (1) the cumulative amount that would result from applying the measurement guidance in ASC 810-10 in the first step or (2) the redemption value. Pursuant to ASC 480-10-S99-3A, for a security that is probable of becoming redeemable in the future, the Company adjusted the carrying amount of the redeemable noncontrolling interests to what would be the redemption value assuming the security was redeemable at the balance sheet date. This adjustment of $1,176,683 increased the carrying amount of redeemable noncontrolling interests to the redemption value as of September 30, 2021 of $6,449,306. Adjustments to the carrying amount of redeemable noncontrolling interests to redemption value are reflected in retained earnings. The table below presents the reconciliation of changes in redeemable noncontrolling interest relating to MG SPV as of September 30, 2021 and 2020. September 30, 2021 September 30, 2020 Beginning balance $ 5,472,841 $ 4,396,894 Net loss attributable to redeemable non-controlling interest (200,218) (120,031) Change in ownership — 71,171 Accretion of non-controlling interest to redemption value 1,176,683 833,354 Ending balance $ 6,449,306 $ 5,181,388 Heartland Share Purchase and Subscription Agreement On January 17, 2020 (the “Heartland Closing Date”), Vertex Operating, Tensile-Heartland Acquisition Corporation (“Tensile-Heartland”), an affiliate of Tensile, and solely for the purposes of a guaranty, the Company, and Heartland SPV, entered into a Share Purchase and Subscription Agreement (the “Heartland Share Purchase”). Prior to entering into the Heartland Share Purchase, the Company transferred 100% of the ownership of Vertex Refining OH, LLC, its indirect wholly-owned subsidiary to Heartland SPV in consideration for 13,500 Class A Units, 13,500 Class A-1 Preferred Units and 11,300 Class B Units of Heartland SPV and immediately thereafter contributed 248 Class B Units to the Company’s wholly-owned subsidiary, Vertex Splitter Corporation, a Delaware corporation (“Vertex Splitter”), as a contribution to capital. Vertex OH owns the Company’s Columbus, Ohio, Heartland facility, which produces a base oil product that is sold to lubricant packagers and distributors. Pursuant to the Heartland Share Purchase, Vertex Operating sold Tensile-Heartland the 13,500 Class A Units and 13,500 Class A-1 Preferred Units of Heartland SPV in consideration for $13.5 million. Also, on the Heartland Closing Date, Tensile-Heartland purchased 7,500 Class A Units and 7,500 Class A-1 Units in consideration for $7.5 million (less the expenses of Tensile-Heartland in connection with the transaction) directly from Heartland SPV. Concurrently with the closing of the transactions described above, and pursuant to the terms of the Heartland Share Purchase, the Company, through Vertex Operating, purchased 1,000 newly issued Class A Units from MG SPV at a cost of $1,000 per unit ($1 million in aggregate). As a result of this transaction, MG SPV is owned 85.00% by Vertex Operating and 15.00% by Tensile-MG. The Heartland Share Purchase provides Tensile-Heartland an option, exercisable at its election, at any time, subject to the terms of the Heartland Share Purchase, to purchase up to an additional 7,000 Class A-2 Preferred Units at a cost of $1,000 per Class A-2 Preferred Unit from Heartland SPV. The Heartland SPV is currently owned 35% by Vertex Operating and 65% by Tensile-Heartland. Heartland SPV is managed by a five-member Board of Managers, of which three members are appointed by Tensile-Heartland and two are appointed by the Company. The Class A Units held by Tensile-Heartland are convertible into Class B Units as provided in the Limited Liability Company Agreement of Heartland SPV (the “Heartland Company Agreement”), based on a conversion price (initially one-for-one) which may be reduced from time to time if new Units of Heartland SPV are issued and will automatically convert into Series B Units upon certain events described in the Heartland Company Agreement. The Class A-1 and A-2 Preferred Units (“Class A Preferred Units”), which are 100% owned by Tensile-Heartland, accrue a 22.5% per annum preferred return subject to terms of the Heartland Company Agreement (the “Class A Yield”). Additionally, the Class A Unit holders (common and preferred) may force Heartland SPV to redeem the outstanding Class A Units at any time on or after the earlier of (a) the fifth anniversary of the Heartland Closing Date and (b) the occurrence of a Heartland Triggering Event (defined below)(a “Heartland Redemption”). The cash purchase price for such redeemed Class A Unit will be the greater of (y) the fair market value of such units (without discount for illiquidity, minority status or otherwise) as determined by a qualified third party agreed to in writing by a majority of the holders seeking Heartland Redemption and Vertex Operating (provided that Vertex Operating still owns Class B Units on such date) and (z) the original per-unit price for such Class A Units plus any unpaid Class A preference. The Class A preference is defined as the greater of (A) the aggregate unpaid Class A yield and (B) an amount equal to fifty percent (50%) of the aggregate capital invested by the Class A Unit holders through such Heartland Redemption date. “Heartland Triggering Events” include (a) any termination of an Administrative Services Agreement entered into with Tensile, pursuant to its terms and/or any material breach by us of the environmental remediation and indemnity agreement entered into with Tensile, (b) any dissolution, winding up or liquidation of the Company, Vertex Operating or any significant subsidiary of Vertex Operating, (c) any sale, lease, license or disposition of any material assets of the Company, Vertex Operating or any significant subsidiary of Vertex Operating, or (d) any transaction or series of related transactions (whether by merger, exchange, contribution, recapitalization, consolidation, reorganization, combination or otherwise) involving the Company, Vertex Operating or any significant subsidiary of Vertex Operating, the result of which is that the holders of the voting securities of the relevant entity as of the Heartland Closing Date are no longer the beneficial owners, in the aggregate, after giving effect to such transaction or series of transactions, directly or indirectly, of more than fifty percent (50%) of the voting power of the outstanding voting securities of the entity, subject to certain other requirements set forth in the Heartland Company Agreement. In the event that Heartland SPV fails to redeem such Class A Units within 180 days after a redemption is triggered, the Class A Yield is increased to 25% until such time as such redemption is completed (with such increase being effective back to the original date of a notice of redemption). In addition, in such event, the Class A Unit holders may cause Heartland SPV to initiate a process intended to result in a sale of Heartland SPV. Distributions of available cash of Heartland SPV pursuant to the Heartland Company Agreement (including pursuant to liquidations of Heartland SPV), subject to certain exceptions set forth therein, are to be made (a) first, to the holders of the Class A Preferred Units, in an amount equal to the Class A preference; (b) second, the Class A Preferred Unit holders, together as a separate and distinct class, are entitled to receive an amount equal to the aggregate Heartland Invested Capital; (c) third, the Class B Unitholders (other than Class B Unitholders which received Class B Units upon conversion of Class A Preferred Units), together as a separate and distinct class, are entitled to receive all or a portion of any distribution equal to the sum of all distributions made under sections (a) and (b) above; and (d) fourth, to the holders of Units who are eligible to receive such distributions in proportion to the number of Units held by such holders. Heartland Variable interest entity The Company has assessed the Heartland SPV under the variable interest guidance in ASC 810. The Company determined that the Class A Units are not at risk due to a 22.5% preferred return and a redemption provision that, if elected, would require Heartland SPV to repurchase the Class A Units at their original cost plus the preferred return. The Company further determined that as a minority shareholder, holding only 35% of the voting rights, the Company does not have the ability to direct the activities of Heartland SPV that most significantly impact the entity’s performance. Based on this assessment, the Company concluded that Heartland SPV is a variable interest entity. In assessing if the Company is the primary beneficiary of Heartland SPV, the Company determined that certain provisions of the Heartland Company Agreement prohibiting the transfer of its Class B Units result in the Class A Unit holders being related parties under the de facto agents criteria in ASC 810. The Company and the Class A Unit holders, as a group, have the power to direct the significant activities of Heartland SPV and the obligations to absorb the losses and the right to receive the benefits that could potentially be significant to Heartland SPV. The Company concluded that substantially all of the activities of Heartland SPV are conducted on its behalf, and not on behalf of the Class A Unit holders, the decision maker, thus the Company is the primary beneficiary and required to consolidate Heartland SPV in accordance with ASC 810. The Company’s consolidated financial statements include the assets, liabilities and results of operations of Heartland SPV for which the Company is the primary beneficiary. The other equity holders’ interests are reflected in net loss attributable to noncontrolling interests and redeemable noncontrolling interest in the consolidated statements of income and noncontrolling interests in the consolidated balance sheets. The following table summarizes the carrying amounts of Heartland SPV’s assets and liabilities included in the Company’s consolidated balance sheets at September 30, 2021 and December 31, 2020: September 30, 2021 December 31, 2020 Cash and cash equivalents $ 7,229,786 $ 7,890,886 Accounts receivable, net 7,601,929 3,591,468 Inventory 927,810 629,667 Prepaid expense and other current assets 1,567,763 926,203 Total current assets 17,327,288 13,038,224 Fixed assets, net 7,290,467 6,549,139 Finance lease right-of-use assets 805,313 1,031,353 Operating lease right-of-use assets 237,217 299,758 Intangible assets, net 876,440 1,064,624 Other assets 106,643 108,643 Total assets $ 26,643,368 $ 22,091,741 Accounts payable $ 2,290,245 $ 1,753,160 Accrued expenses 630,442 307,340 Finance lease liability-current 692,274 346,029 Operating lease liability-current 181,644 251,037 Total current liabilities 3,794,605 2,657,566 Finance lease liability-long term — 643,446 Operating lease liability-long term 55,573 48,721 Total liabilities $ 3,850,178 $ 3,349,733 The assets of Heartland SPV may only be used to settle the obligations of Heartland SPV, and may not be used for other consolidated entities. The liabilities of Heartland SPV are non-recourse to the general credit of the Company’s other consolidated entities. Heartland Redeemable Noncontrolling Interest As a result of the Heartland Share Purchase (as defined and discussed above), Tensile, through Tensile-Heartland, acquired an approximate 65.00% ownership interest in Heartland SPV, a Delaware limited liability company, which entity was formed as a special purpose vehicle in connection with the transactions. This is considered a redeemable noncontrolling equity interest, as it is redeemable in the future and not solely within our control. The initial carrying amount that is recognized in temporary equity for redeemable noncontrolling interests is the initial carrying amount determined in accordance with the accounting requirements for noncontrolling interests in ASC 810-10. In accordance with ASC 810-10-45-23, changes in a parent’s ownership interest while the parent retains its controlling financial interest in its subsidiary are accounted for as equity transactions. Therefore, the Company recognized no gain or loss in consolidated net income and the carrying amount of the noncontrolling interest was adjusted to reflect the change in our ownership interest of the subsidiary. The difference of $9,091,068 between the fair value of the consideration received of $21,000,000 and the carrying amount of the noncontrolling interest determined in accordance with ASC 810-10 of $11,908,932, was recognized in additional paid in capital. After initial recognition, in accordance with ASC 480-10-S99-3A, the Company applied a two-step approach to measure noncontrolling interests associated with Heartland SPV at the balance sheet date. First, the Company applied the measurement guidance in ASC 810-10 by attributing a portion of the subsidiary’s net income of $7,183,268 to the noncontrolling interest. Second, the Company applied the subsequent measurement guidance in ASC 480-10-S99-3A, which indicates that the noncontrolling interest’s carrying amount is the higher of (1) the cumulative amount that would result from applying the measurement guidance in ASC 810-10 in the first step or (2) the redemption value. At September 30, 2021, the cumulative amount resulting from the application of the measurement guidance in ASC 810-10 exceeded the redemption value of $30,802,527. The table below presents the reconciliation of changes in redeemable noncontrolling interest relating to Heartland SPV as of September 30, 2021 and 2020. September 30, 2021 September 30, 2020 Beginning balance $ 26,138,833 $ — Initial adjustment of carrying amount of non-controlling interest — 11,908,932 Net income attributable to redeemable non-controlling interest 7,183,268 35,449 Accretion of non-controlling interest to redemption value — 12,802,442 Ending balance $ 33,322,101 $ 24,746,823 The amount of accretion of redeemable noncontrolling interest to redemption value of $1,176,683 is presented as an adjustment to net income attributable to Vertex Energy, Inc., to arrive at net income available to common shareholders on the consolidated statements of operations which represent the MG SPV and Heartland SPV accretion of redeemable noncontrolling interest to redemption value combined for the nine months ended September 30, 2021. Vertex currently plans to use the proceeds from the sale of UMO Business to pay amounts required to be paid to Tensile in connection with the Company’s planned acquisition of the ownership interests of Tensile held indirectly in two special purpose entities as described above. Tensile Transactions On July 1, 2021, the Operating Agreement of MG SPV was amended to provide that from the date of such agreement until December 31, 2021, the Company (through Vertex Operating), is required to fund the working capital requirements of MG SPV, which advances are initially characterized as debt, but that Tensile MG may convert such debt into additional Class A Units of MG SPV (after December 31, 2021), at $1,000 per unit (the “MG SPV Amendment”). On July 1, 2021, Heartland SPV loaned Vertex Operating $7,000,000, which was evidenced by a Promissory Note (the “Heartland Note”). The Heartland Note accrues interest at the applicable federal rate of interest from time to time, increasing to 12% upon an event of default. Amounts borrowed under the Heartland Note are due ninety days after the date of the note or within five (5) days of the closing of the Sale Agreement described below (whichever is earlier), and may be prepaid at any time without penalty. In the event the Heartland Note is not paid on or before the applicable due date, we agreed to use our best efforts to raise the funds necessary to repay the note as soon as possible. The Heartland Note includes customary events of defaults. The Company used the funds borrowed under the Heartland Note, to paydown a portion of the Deposit Note, with the remaining funds coming from a loan from EBC as discussed above. |
PREFERRED STOCK AND DETACHABLE
PREFERRED STOCK AND DETACHABLE WARRANTS | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
PREFERRED STOCK AND DETACHABLE WARRANTS | COMMON STOCK The total number of authorized shares of the Company’s common stock is 750,000,000 shares, $0.001 par value per share. As of September 30, 2021, there were 63,003,766 common shares issued and outstanding. During the nine months ended September 30, 2021, the Company issued 15,653,085 shares of common stock in connection with the conversion of Series A, Series B and B1 Convertible Preferred Stock, and exercise of warrants into common stock of the Company, pursuant to the terms of such securities. In addition, the Company issued 1,795,840 shares of common stock in connection with the exercise of options. During the nine months ended September 30, 2020, the Company issued 2,159,278 shares of common stock in connection with the conversion of Series B1 Convertible Preferred Stock into common stock of the Company, pursuant to the terms of such securities. Series B Exchange Agreements On February 23, 2021, the Company entered into a Series B Preferred Stock Exchange Agreement with Pennington Capital LLC, the then holder of shares of Series B Preferred Stock, pursuant to which the holder exchanged 822,824 shares of the Series B Preferred Stock of the Company which it held, which had an aggregate liquidation preference of $2,550,754 ($3.10 per share), for 1,261,246 shares of the Company’s common stock (based on an exchange ratio equal to approximately the five-day volume-weighted average price per share of the Company’s common stock on the date the Exchange Agreement was entered into). The Series B Preferred Stock shares were subsequently returned to the Company and cancelled in consideration for the issuance of the 1,261,246 shares of common stock. The Exchange Agreement included customary representations and warranties of the parties. This resulted in a deemed dividend recognition of $267,899 due to more shares being issued than were provided in the original agreement. On March 2, 2021, the Company entered into a Series B Preferred Stock Exchange Agreement with Carrhae & Co FBO Wasatch Micro Cap Value Fund, the then holder of shares of Series B Preferred Stock, pursuant to which the holder exchanged 708,547 shares of the Series B Preferred Stock of the Company which it held, which had an aggregate liquidation preference of $2,196,496 ($3.10 per share), for 1,098,248 shares of the Company’s common stock (based on an exchange ratio equal to $2.00 per share of common stock). The Series B Preferred Stock was returned to the Company and cancelled in consideration for the issuance of the 1,098,248 shares of common stock. The Exchange Agreement included customary representations and warranties of the parties. This resulted in a deemed dividend recognition of $362,422 due to more shares being issued than were provided in the original agreement. As described in ASC 260-10-S99-2, when preferred stock is exchanged, the difference between fair value of the consideration transferred to the holders of the preferred stock and (2) the carrying amount of the preferred stock in the registrant’s balance sheet (net of issuance costs) should be subtracted from (or added to) net income to arrive at income available to common shareholders in the calculation of earnings per share. As a result, the Company recorded a credit to retained earnings with a corresponding debit to additional paid in capital (APIC) of $630,321 which was added to net income to arrive at net income available to common shareholders, as a result of the transactions above. Series B and B1 Conversions During the three months ended June 30, 2021, holders our Series B and Series B1 Preferred Stock converted 58,114 and 2,500,000 shares, respectively, of such preferred stock into the same number of shares of common stock, on a one-for-one basis, pursuant to the terms of such preferred stock. During the three months ended March 31, 2021, holders our Series B and Series B1 Preferred Stock converted 638,224 and 2,087,195 shares, respectively, of such preferred stock into the same number of shares of common stock, on a one-for-one basis, pursuant to the terms of such preferred stock. Series B and B1 Automatic Conversions Pursuant to the terms of the Series B Preferred Stock and Series B1 Preferred Stock of the Company, in the event that the closing sales price of the Company’s common stock was at least $6.20 (as to the Series B Preferred Stock) and $3.90 (as to the Series B1 Preferred Stock) per share for at least 20 consecutive trading days, such shares of Series B Preferred Stock and Series B1 Preferred Stock were to convert automatically into common stock of the Company on a one-for-one basis (the “Automatic Conversion Provisions”). Effective on June 24, 2021 (as to the Series B1 Preferred Stock) and June 25, 2021 (as to the Series B Preferred Stock), the Automatic Conversion Provisions of the Series B Preferred Stock and Series B1 Preferred Stock were triggered, and the outstanding shares of the Company’s Series B Preferred Stock and Series B1 Preferred Stock automatically converted into common stock of the Company. Specifically, the 1,783,292 then outstanding shares of Series B Preferred Stock automatically converted into 1,783,292 shares of common stock and the 3,134,889 then outstanding shares of Series B1 Preferred Stock automatically converted into 3,134,889 shares of common stock (or 4,918,181 shares of common stock in total). The total number of authorized shares of the Company’s preferred stock is 50,000,000 shares, $0.001 par value per share. The total number of designated shares of the Company’s Series A Convertible Preferred Stock is 5,000,000 (“ Series A Preferred ”). The total number of designated shares of the Company’s Series B Convertible Preferred Stock is 10,000,000. The total number of designated shares of the Company’s Series B1 Convertible Preferred Stock is 17,000,000. As of September 30, 2021 and December 31, 2020, there were 385,601 and 419,859 shares, respectively, of Series A Preferred Stock issued and outstanding. As of September 30, 2021 and December 31, 2020, there were 4,102,690 and 4,102,690 shares issued and 0 and 4,102,690 shares of Series B Preferred Stock outstanding, respectively. As of September 30, 2021 and December 31, 2020, there were 7,399,649 and 7,399,649 shares issued and 0 and 7,399,649 shares of Series B1 Preferred Stock outstanding, respectively. Series B Preferred Stock and Temporary Equity The following table represents the activity related to the Series B Preferred Stock, classified as Temporary Equity on the accompanying unaudited consolidated balance sheet, during the nine months ended September 30, 2021 and 2020: 2021 2020 Balance at beginning of period $ 12,718,339 $ 11,006,406 Less: conversions of shares to common (8,446,837) — Less: exchanges of shares to common (4,747,250) — Plus: discount accretion — 854,364 Plus: dividends in kind 475,748 547,349 Balance at end of period $ — $ 12,408,119 At September 30, 2021 and December 31, 2020, a total of $0 and $317,970 of dividends were accrued on our outstanding Series B Preferred Stock, respectively. During the three months ended September 30, 2021 and 2020, we paid dividends in-kind in additional shares of Series B Preferred Stock of $0 and $188,837, respectively. Because such preferred stock was not redeemed on June 24, 2020, the preferred stock accrued a 10% per annum dividend (payable in-kind at the option of the Company), until such preferred stock was redeemed or converted into common stock, which preferred stock was automatically converted into common stock effective on June 25, 2021. Series B1 Preferred Stock and Temporary Equity The following table represents the activity related to the Series B1 Preferred Stock, classified as Temporary Equity on the accompanying unaudited consolidated balance sheet, for the nine months ended September 30, 2021 and 2020: 2021 2020 Balance at beginning of period $ 11,036,173 $ 12,743,047 Less: conversions of shares to common (12,046,441) (3,368,474) Plus: discount accretion 507,282 646,031 Plus: dividends in kind 502,986 546,557 Balance at end of period $ — $ 10,567,161 As of September 30, 2021 and December 31, 2020, respectively, a total of $0 and $288,594 of dividends were accrued on our outstanding Series B1 Preferred Stock. During the three months ended September 30, 2021 and 2020, we paid dividends in-kind in additional shares of Series B1 Preferred Stock of $0 and $171,380, respectively. Because such preferred stock was not redeemed on June 24, 2020, the preferred stock accrued a 10% per annum dividend (payable in-kind at the option of the Company), until such preferred stock was redeemed or converted into common stock, which preferred stock was automatically converted into common stock effective on June 24, 2021. The Series B1 Warrants were revalued at September 30, 2021 and December 31, 2020 using the Dynamic Black Scholes model that computes the impact of a possible change in control transaction upon the exercise of the warrant shares at approximately $1,072,620 and $330,412, respectively. The Dynamic Black Scholes Merton inputs used were: expected dividend rate of 0%, expected volatility of 66%-202%, risk free interest rate of 4.50% and expected term of 0.25 years. The Series B Warrants expired pursuant to their terms on December 24, 2020. The Series B1 Warrants will expire pursuant to their terms on November 13, 2021. The following is an analysis of changes in the derivative liability for the nine months ended September 30: Level Three Roll-Forward 2021 2020 Balance at beginning of period $ 330,412 $ 1,969,216 Value of warrants exercised (10,637,914) — Change in valuation of warrants 11,380,122 (1,844,369) Balance at end of period $ 1,072,620 $ 124,847 Myrtle Grove Share Purchase and Subscription Agreement Amounts received by MG SPV from its direct sale of Class B Units to Tensile-Myrtle Grove Acquisition Corporation (“Tensile-MG”), an affiliate of Tensile Capital Partners Master Fund LP, an investment fund based in San Francisco, California (“Tensile”) may only be used for additional investments in the Company’s former Belle Chasse, Louisiana, re-refining complex (the “MG Refinery”) or for day to day operations at the MG Refinery. At September 30, 2021, $0.05 million reported as cash and cash equivalents on the balance sheet is restricted to MG Refinery investments or operating expenses. The Class B Unit holders may force MG SPV to redeem the outstanding Class B Units at any time on or after the earlier of (a) the fifth anniversary of July 26, 2019 (the “ MG Closing Date ”) and (ii) the occurrence of a Triggering Event (defined below)(an “ MG Redemption ”). The cash purchase price for such redeemed Class B Units is the greater of (y) the fair market value of such units (without discount for illiquidity, minority status or otherwise) as determined by a qualified third party agreed to in writing by a majority of the holders seeking an MG Redemption and Vertex Operating (provided that Vertex Operating still owns Class A Units on such date) and (z) the original per-unit price for such Class B Units plus any unpaid Class B preference. The preference is defined as the greater of (A) the aggregate unpaid “Class B Yield” (equal to an annual return of 22.5% per annum) and (B) an amount equal to fifty percent (50%) of the aggregate capital invested by the Class B Unit holders. The Company did not pay the preferential yield during the nine months ended September 30, 2021. “ Triggering Events ” mean (a) any dissolution, winding up or liquidation of the Company, Vertex Operating or any significant subsidiary of Vertex Operating, (b) any sale, lease, license or disposition of any material assets of the Company, Vertex Operating or any significant subsidiary of Vertex Operating, (c) any transaction or series of related transactions (whether by merger, exchange, contribution, recapitalization, consolidation, reorganization, combination or otherwise) involving the Company, Vertex Operating or any significant subsidiary of Vertex Operating, the result of which is that the holders of the voting securities of the relevant entity as of the Closing Date are no longer the beneficial owners, in the aggregate, after giving effect to such transaction or series of transactions, directly or indirectly, of more than fifty percent (50%) of the voting power of the outstanding voting securities of the entity, subject to certain other requirements set forth in the MG Company Agreement, (d) the failure to consummate the Heartland Closing (defined below) by June 30, 2020 (a “ Failure to Close ”), provided that such Heartland Closing was consummated by June 30, 2020, (e) the failure of Vertex Operating to operate MG SPV in good faith with appropriate resources, or (f) the material failure of the Company and its affiliates to comply with the terms of the contribution agreement, whereby the Company contributed assets and operations to MG SPV. No triggering events occurred during the nine months ended September 30, 2021. Myrtle Grove Redeemable Noncontrolling Interest As a result of the Share Purchase and Subscription Agreement (the “ MG Share Purchase ”), Tensile, through Tensile-Myrtle Grove Acquisition Corporation, acquired an approximate 15.58% ownership interest in Vertex Refining Myrtle Grove LLC, a Delaware limited liability company, which entity was formed as a special purpose vehicle in connection with the transactions. This is considered a redeemable noncontrolling equity interest, as it is redeemable in the future and not solely within our control. After initial recognition, in accordance with ASC 480-10-S99-3A, the Company applied a two-step approach to measure noncontrolling interests associated with MG SPV at the balance sheet date. First, the Company applied the measurement guidance in ASC 810-10 by attributing a portion of the subsidiary’s net loss of $200,218 to the noncontrolling interest. Second, the Company applied the subsequent measurement guidance in ASC 480-10-S99-3A, which indicates that the noncontrolling interest’s carrying amount is the higher of (1) the cumulative amount that would result from applying the measurement guidance in ASC 810-10 in the first step or (2) the redemption value. Pursuant to ASC 480-10-S99-3A, for a security that is probable of becoming redeemable in the future, the Company adjusted the carrying amount of the redeemable noncontrolling interests to what would be the redemption value assuming the security was redeemable at the balance sheet date. This adjustment of $1,176,683 increased the carrying amount of redeemable noncontrolling interests to the redemption value as of September 30, 2021 of $6,449,306. Adjustments to the carrying amount of redeemable noncontrolling interests to redemption value are reflected in retained earnings. The table below presents the reconciliation of changes in redeemable noncontrolling interest relating to MG SPV as of September 30, 2021 and 2020. September 30, 2021 September 30, 2020 Beginning balance $ 5,472,841 $ 4,396,894 Net loss attributable to redeemable non-controlling interest (200,218) (120,031) Change in ownership — 71,171 Accretion of non-controlling interest to redemption value 1,176,683 833,354 Ending balance $ 6,449,306 $ 5,181,388 Heartland Share Purchase and Subscription Agreement On January 17, 2020 (the “Heartland Closing Date”), Vertex Operating, Tensile-Heartland Acquisition Corporation (“Tensile-Heartland”), an affiliate of Tensile, and solely for the purposes of a guaranty, the Company, and Heartland SPV, entered into a Share Purchase and Subscription Agreement (the “Heartland Share Purchase”). Prior to entering into the Heartland Share Purchase, the Company transferred 100% of the ownership of Vertex Refining OH, LLC, its indirect wholly-owned subsidiary to Heartland SPV in consideration for 13,500 Class A Units, 13,500 Class A-1 Preferred Units and 11,300 Class B Units of Heartland SPV and immediately thereafter contributed 248 Class B Units to the Company’s wholly-owned subsidiary, Vertex Splitter Corporation, a Delaware corporation (“Vertex Splitter”), as a contribution to capital. Vertex OH owns the Company’s Columbus, Ohio, Heartland facility, which produces a base oil product that is sold to lubricant packagers and distributors. Pursuant to the Heartland Share Purchase, Vertex Operating sold Tensile-Heartland the 13,500 Class A Units and 13,500 Class A-1 Preferred Units of Heartland SPV in consideration for $13.5 million. Also, on the Heartland Closing Date, Tensile-Heartland purchased 7,500 Class A Units and 7,500 Class A-1 Units in consideration for $7.5 million (less the expenses of Tensile-Heartland in connection with the transaction) directly from Heartland SPV. Concurrently with the closing of the transactions described above, and pursuant to the terms of the Heartland Share Purchase, the Company, through Vertex Operating, purchased 1,000 newly issued Class A Units from MG SPV at a cost of $1,000 per unit ($1 million in aggregate). As a result of this transaction, MG SPV is owned 85.00% by Vertex Operating and 15.00% by Tensile-MG. The Heartland Share Purchase provides Tensile-Heartland an option, exercisable at its election, at any time, subject to the terms of the Heartland Share Purchase, to purchase up to an additional 7,000 Class A-2 Preferred Units at a cost of $1,000 per Class A-2 Preferred Unit from Heartland SPV. The Heartland SPV is currently owned 35% by Vertex Operating and 65% by Tensile-Heartland. Heartland SPV is managed by a five-member Board of Managers, of which three members are appointed by Tensile-Heartland and two are appointed by the Company. The Class A Units held by Tensile-Heartland are convertible into Class B Units as provided in the Limited Liability Company Agreement of Heartland SPV (the “Heartland Company Agreement”), based on a conversion price (initially one-for-one) which may be reduced from time to time if new Units of Heartland SPV are issued and will automatically convert into Series B Units upon certain events described in the Heartland Company Agreement. The Class A-1 and A-2 Preferred Units (“Class A Preferred Units”), which are 100% owned by Tensile-Heartland, accrue a 22.5% per annum preferred return subject to terms of the Heartland Company Agreement (the “Class A Yield”). Additionally, the Class A Unit holders (common and preferred) may force Heartland SPV to redeem the outstanding Class A Units at any time on or after the earlier of (a) the fifth anniversary of the Heartland Closing Date and (b) the occurrence of a Heartland Triggering Event (defined below)(a “Heartland Redemption”). The cash purchase price for such redeemed Class A Unit will be the greater of (y) the fair market value of such units (without discount for illiquidity, minority status or otherwise) as determined by a qualified third party agreed to in writing by a majority of the holders seeking Heartland Redemption and Vertex Operating (provided that Vertex Operating still owns Class B Units on such date) and (z) the original per-unit price for such Class A Units plus any unpaid Class A preference. The Class A preference is defined as the greater of (A) the aggregate unpaid Class A yield and (B) an amount equal to fifty percent (50%) of the aggregate capital invested by the Class A Unit holders through such Heartland Redemption date. “Heartland Triggering Events” include (a) any termination of an Administrative Services Agreement entered into with Tensile, pursuant to its terms and/or any material breach by us of the environmental remediation and indemnity agreement entered into with Tensile, (b) any dissolution, winding up or liquidation of the Company, Vertex Operating or any significant subsidiary of Vertex Operating, (c) any sale, lease, license or disposition of any material assets of the Company, Vertex Operating or any significant subsidiary of Vertex Operating, or (d) any transaction or series of related transactions (whether by merger, exchange, contribution, recapitalization, consolidation, reorganization, combination or otherwise) involving the Company, Vertex Operating or any significant subsidiary of Vertex Operating, the result of which is that the holders of the voting securities of the relevant entity as of the Heartland Closing Date are no longer the beneficial owners, in the aggregate, after giving effect to such transaction or series of transactions, directly or indirectly, of more than fifty percent (50%) of the voting power of the outstanding voting securities of the entity, subject to certain other requirements set forth in the Heartland Company Agreement. In the event that Heartland SPV fails to redeem such Class A Units within 180 days after a redemption is triggered, the Class A Yield is increased to 25% until such time as such redemption is completed (with such increase being effective back to the original date of a notice of redemption). In addition, in such event, the Class A Unit holders may cause Heartland SPV to initiate a process intended to result in a sale of Heartland SPV. Distributions of available cash of Heartland SPV pursuant to the Heartland Company Agreement (including pursuant to liquidations of Heartland SPV), subject to certain exceptions set forth therein, are to be made (a) first, to the holders of the Class A Preferred Units, in an amount equal to the Class A preference; (b) second, the Class A Preferred Unit holders, together as a separate and distinct class, are entitled to receive an amount equal to the aggregate Heartland Invested Capital; (c) third, the Class B Unitholders (other than Class B Unitholders which received Class B Units upon conversion of Class A Preferred Units), together as a separate and distinct class, are entitled to receive all or a portion of any distribution equal to the sum of all distributions made under sections (a) and (b) above; and (d) fourth, to the holders of Units who are eligible to receive such distributions in proportion to the number of Units held by such holders. Heartland Variable interest entity The Company has assessed the Heartland SPV under the variable interest guidance in ASC 810. The Company determined that the Class A Units are not at risk due to a 22.5% preferred return and a redemption provision that, if elected, would require Heartland SPV to repurchase the Class A Units at their original cost plus the preferred return. The Company further determined that as a minority shareholder, holding only 35% of the voting rights, the Company does not have the ability to direct the activities of Heartland SPV that most significantly impact the entity’s performance. Based on this assessment, the Company concluded that Heartland SPV is a variable interest entity. In assessing if the Company is the primary beneficiary of Heartland SPV, the Company determined that certain provisions of the Heartland Company Agreement prohibiting the transfer of its Class B Units result in the Class A Unit holders being related parties under the de facto agents criteria in ASC 810. The Company and the Class A Unit holders, as a group, have the power to direct the significant activities of Heartland SPV and the obligations to absorb the losses and the right to receive the benefits that could potentially be significant to Heartland SPV. The Company concluded that substantially all of the activities of Heartland SPV are conducted on its behalf, and not on behalf of the Class A Unit holders, the decision maker, thus the Company is the primary beneficiary and required to consolidate Heartland SPV in accordance with ASC 810. The Company’s consolidated financial statements include the assets, liabilities and results of operations of Heartland SPV for which the Company is the primary beneficiary. The other equity holders’ interests are reflected in net loss attributable to noncontrolling interests and redeemable noncontrolling interest in the consolidated statements of income and noncontrolling interests in the consolidated balance sheets. The following table summarizes the carrying amounts of Heartland SPV’s assets and liabilities included in the Company’s consolidated balance sheets at September 30, 2021 and December 31, 2020: September 30, 2021 December 31, 2020 Cash and cash equivalents $ 7,229,786 $ 7,890,886 Accounts receivable, net 7,601,929 3,591,468 Inventory 927,810 629,667 Prepaid expense and other current assets 1,567,763 926,203 Total current assets 17,327,288 13,038,224 Fixed assets, net 7,290,467 6,549,139 Finance lease right-of-use assets 805,313 1,031,353 Operating lease right-of-use assets 237,217 299,758 Intangible assets, net 876,440 1,064,624 Other assets 106,643 108,643 Total assets $ 26,643,368 $ 22,091,741 Accounts payable $ 2,290,245 $ 1,753,160 Accrued expenses 630,442 307,340 Finance lease liability-current 692,274 346,029 Operating lease liability-current 181,644 251,037 Total current liabilities 3,794,605 2,657,566 Finance lease liability-long term — 643,446 Operating lease liability-long term 55,573 48,721 Total liabilities $ 3,850,178 $ 3,349,733 The assets of Heartland SPV may only be used to settle the obligations of Heartland SPV, and may not be used for other consolidated entities. The liabilities of Heartland SPV are non-recourse to the general credit of the Company’s other consolidated entities. Heartland Redeemable Noncontrolling Interest As a result of the Heartland Share Purchase (as defined and discussed above), Tensile, through Tensile-Heartland, acquired an approximate 65.00% ownership interest in Heartland SPV, a Delaware limited liability company, which entity was formed as a special purpose vehicle in connection with the transactions. This is considered a redeemable noncontrolling equity interest, as it is redeemable in the future and not solely within our control. The initial carrying amount that is recognized in temporary equity for redeemable noncontrolling interests is the initial carrying amount determined in accordance with the accounting requirements for noncontrolling interests in ASC 810-10. In accordance with ASC 810-10-45-23, changes in a parent’s ownership interest while the parent retains its controlling financial interest in its subsidiary are accounted for as equity transactions. Therefore, the Company recognized no gain or loss in consolidated net income and the carrying amount of the noncontrolling interest was adjusted to reflect the change in our ownership interest of the subsidiary. The difference of $9,091,068 between the fair value of the consideration received of $21,000,000 and the carrying amount of the noncontrolling interest determined in accordance with ASC 810-10 of $11,908,932, was recognized in additional paid in capital. After initial recognition, in accordance with ASC 480-10-S99-3A, the Company applied a two-step approach to measure noncontrolling interests associated with Heartland SPV at the balance sheet date. First, the Company applied the measurement guidance in ASC 810-10 by attributing a portion of the subsidiary’s net income of $7,183,268 to the noncontrolling interest. Second, the Company applied the subsequent measurement guidance in ASC 480-10-S99-3A, which indicates that the noncontrolling interest’s carrying amount is the higher of (1) the cumulative amount that would result from applying the measurement guidance in ASC 810-10 in the first step or (2) the redemption value. At September 30, 2021, the cumulative amount resulting from the application of the measurement guidance in ASC 810-10 exceeded the redemption value of $30,802,527. The table below presents the reconciliation of changes in redeemable noncontrolling interest relating to Heartland SPV as of September 30, 2021 and 2020. September 30, 2021 September 30, 2020 Beginning balance $ 26,138,833 $ — Initial adjustment of carrying amount of non-controlling interest — 11,908,932 Net income attributable to redeemable non-controlling interest 7,183,268 35,449 Accretion of non-controlling interest to redemption value — 12,802,442 Ending balance $ 33,322,101 $ 24,746,823 The amount of accretion of redeemable noncontrolling interest to redemption value of $1,176,683 is presented as an adjustment to net income attributable to Vertex Energy, Inc., to arrive at net income available to common shareholders on the consolidated statements of operations which represent the MG SPV and Heartland SPV accretion of redeemable noncontrolling interest to redemption value combined for the nine months ended September 30, 2021. Vertex currently plans to use the proceeds from the sale of UMO Business to pay amounts required to be paid to Tensile in connection with the Company’s planned acquisition of the ownership interests of Tensile held indirectly in two special purpose entities as described above. Tensile Transactions On July 1, 2021, the Operating Agreement of MG SPV was amended to provide that from the date of such agreement until December 31, 2021, the Company (through Vertex Operating), is required to fund the working capital requirements of MG SPV, which advances are initially characterized as debt, but that Tensile MG may convert such debt into additional Class A Units of MG SPV (after December 31, 2021), at $1,000 per unit (the “MG SPV Amendment”). On July 1, 2021, Heartland SPV loaned Vertex Operating $7,000,000, which was evidenced by a Promissory Note (the “Heartland Note”). The Heartland Note accrues interest at the applicable federal rate of interest from time to time, increasing to 12% upon an event of default. Amounts borrowed under the Heartland Note are due ninety days after the date of the note or within five (5) days of the closing of the Sale Agreement described below (whichever is earlier), and may be prepaid at any time without penalty. In the event the Heartland Note is not paid on or before the applicable due date, we agreed to use our best efforts to raise the funds necessary to repay the note as soon as possible. The Heartland Note includes customary events of defaults. The Company used the funds borrowed under the Heartland Note, to paydown a portion of the Deposit Note, with the remaining funds coming from a loan from EBC as discussed above. |
SEGMENT REPORTING
SEGMENT REPORTING | 9 Months Ended |
Sep. 30, 2021 | |
Segment Reporting [Abstract] | |
SEGMENT REPORTING | SEGMENT REPORTING The Company’s reportable segments include the (1) Black Oil, (2) Refining and Marketing, and (3) Recovery segments. (1) The Black Oil segment consists primarily of the sale of (a) petroleum products which include base oil and industrial fuels—which consist of used motor oils, cutterstock and fuel oil generated by our facilities; (b) oil collection services—which consist of used oil sales, burner fuel sales, antifreeze sales and service charges; (c) the sale of other re-refinery products including asphalt, condensate, recovered products, and used motor oil; (d) transportation revenues; and (e) the sale of VGO (vacuum gas oil)/marine fuel. (2) The Refining and Marketing segment consists primarily of the sale of pygas; industrial fuels, which are produced at a third-party facility; and distillates. (3) The Recovery segment consists primarily of revenues generated from the sale of ferrous and non-ferrous recyclable Metal(s) products that are recovered from manufacturing and consumption. It also includes revenues generated from trading/marketing of Group III Base Oils. We also disaggregate our revenue by product category for each of our segments, as we believe such disaggregation helps depict how our revenue and cash flows are affected by economic factors. Segment information for the three and nine months ended September 30, 2021 and 2020 is as follows: THREE MONTHS ENDED SEPTEMBER 30, 2021 Black Oil Refining & Recovery Total Revenues: Pygas $ — $ 3,736,534 $ — $ 3,736,534 Industrial fuel — 417,096 — 417,096 Distillates (1) — 20,418,760 — 20,418,760 Oil collection services 158,676 — 158,676 Metals (2) — — 3,669,411 3,669,411 Other re-refinery products (3) — — 285,994 285,994 VGO/Marine fuel sales 288,000 — — 288,000 Total revenues 446,676 24,572,390 3,955,405 28,974,471 Cost of revenues (exclusive of depreciation and amortization shown separately below) 402,988 23,897,264 3,761,246 28,061,498 Depreciation and amortization attributable to costs of revenues 18,420 29,844 78,531 126,795 Gross profit (loss) 25,268 645,282 115,628 786,178 Selling, general and administrative expenses 3,675,190 1,034,024 235,505 4,944,719 Depreciation and amortization attributable to operating expenses 26,916 — — 26,916 Loss from operations $ (3,676,838) $ (388,742) $ (119,877) $ (4,185,457) THREE MONTHS ENDED SEPTEMBER 30, 2020 Black Oil Refining & Recovery Total Revenues: Pygas $ — $ 1,184,434 $ — $ 1,184,434 Industrial fuel — 82,644 — 82,644 Distillates (1) — 12,234,673 — 12,234,673 Oil collection services — — — — Metals (2) — — 2,459,561 2,459,561 Other re-refinery products (3) — — — — VGO/Marine fuel sales 288,000 — — 288,000 Total revenues 288,000 13,501,751 2,459,561 16,249,312 Cost of revenues (exclusive of depreciation and amortization shown separately below) 189,947 13,217,757 1,917,210 15,324,914 Depreciation and amortization attributable to costs of revenues 3,985 31,829 79,748 115,562 Gross profit 94,068 252,165 462,603 808,836 Selling, general and administrative expenses 987,424 696,611 148,032 1,832,067 Depreciation and amortization attributable to operating expenses 26,916 1,086 — 28,002 Income (loss) from operations $ (920,272) $ (445,532) $ 314,571 $ (1,051,233) NINE MONTHS ENDED SEPTEMBER 30, 2021 Black Oil Refining & Recovery Total Revenues: Pygas $ — $ 10,570,907 $ — $ 10,570,907 Industrial fuel — 1,138,311 — 1,138,311 Distillates (1) — 55,973,816 — 55,973,816 Oil collection services 436,220 — 3,423 439,643 Metals (2) — — 15,464,375 15,464,375 Other re-refinery products (3) — — 372,424 372,424 VGO/Marine fuel sales 864,000 — — 864,000 Total revenues 1,300,220 67,683,034 15,840,222 84,823,476 Cost of revenues (exclusive of depreciation and amortization shown separately below) 1,045,608 64,503,727 13,770,343 79,319,678 Depreciation and amortization attributable to costs of revenues 56,983 97,658 204,264 358,905 Gross profit (loss) 197,629 3,081,649 1,865,615 5,144,893 Selling, general and administrative expenses 9,030,142 2,481,541 600,268 12,111,951 Depreciation and amortization attributable to operating expenses 80,748 — — 80,748 Income (loss) from operations $ (8,913,261) $ 600,108 $ 1,265,347 $ (7,047,806) NINE MONTHS ENDED SEPTEMBER 30, 2020 Black Oil Refining & Recovery Total Revenues: Pygas $ — $ 4,815,040 $ — $ 4,815,040 Industrial fuel — 135,396 — 135,396 Distillates (1) — 17,359,234 — 17,359,234 Oil collection services — — — — Metals (2) — — 7,286,936 7,286,936 Other re-refinery products (3) — — — VGO/Marine fuel sales 864,000 — — 864,000 Total revenues 864,000 22,309,670 7,286,936 30,460,606 Cost of revenues (exclusive of depreciation and amortization shown separately below) $ 567,898 $ 21,750,686 $ 6,280,290 28,598,874 Depreciation and amortization attributable to costs of revenues 3,985 101,152 222,535 327,672 Gross profit 292,117 457,832 784,111 1,534,060 Selling, general and administrative expenses 3,780,366 1,867,028 396,656 6,044,050 Depreciation and amortization attributable to operating expenses 44,860 3,258 — 48,118 Income (loss) from operations $ (3,533,109) $ (1,412,454) $ 387,455 $ (4,558,108) (1) Distillates are finished fuel products such as gasoline and diesel fuels. (2) Metals consist of recoverable ferrous and non-ferrous recyclable metals from manufacturing and consumption. Scrap metal can be recovered from pipes, barges, boats, building supplies, surplus equipment, tanks, and other items consisting of metal composition. These materials are segregated, processed, cut-up and sent back to a steel mill for re-purposing. (3) Other re-refinery products include the sales of asphalt, condensate, recovered products, and other petroleum products. |
INCOME TAXES
INCOME TAXES | 9 Months Ended |
Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES Our effective tax rate of 0% on pretax income differs from the U.S. federal income tax rate of 21% because of the change in our valuation allowance. The year to date loss at September 30, 2021 puts the Company in an accumulated loss position for the cumulative 12 quarters then ended. For tax reporting purposes, we have net operating losses (“NOLs”) of approximately $38.9 million as of September 30, 2021 that are available to reduce future taxable income. In determining the carrying value of our net deferred tax asset, the Company considered all negative and positive evidence. The Company has generated pre-tax loss of approximately $2.3 million from January 1, 2021 through September 30, 2021. |
COMMODITY DERIVATIVE INSTRUMENT
COMMODITY DERIVATIVE INSTRUMENTS | 9 Months Ended |
Sep. 30, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
COMMODITY DERIVATIVE INSTRUMENTS | COMMODITY DERIVATIVE INSTRUMENTS The Company utilizes derivative instruments to manage its exposure to fluctuations in the underlying commodity prices of its inventory. The Company’s management sets and implements hedging policies, including volumes, types of instruments and counterparties, to support oil prices at targeted levels and manage its exposure to fluctuating prices. The Company’s derivative instruments consist of swap and futures arrangements for oil. In a commodity swap agreement, if the agreed-upon published third-party index price (“index price”) is lower than the swap fixed price, the Company receives the difference between the index price and the swap fixed price. If the index price is higher than the swap fixed price, the Company pays the difference. For futures arrangements, the Company receives the difference positive or negative between an agreed-upon strike price and the market price. The mark-to-market effects of these contracts as of September 30, 2021 and December 31, 2020, are summarized in the following table. The notional amount is equal to the total net volumetric derivative position during the period indicated. The fair value of the crude oil futures agreements is based on the difference between the strike price and the New York Mercantile Exchange futures price for the applicable trading months. As of September 30, 2021 Contract Type Contract Period Weighted Average Strike Price (Barrels) Remaining Volume (Barrels) Fair Value Futures Sep. 2021- Oct. 2021 $ 98.22 35,000 $ (155,929) As of December 31, 2020 Contract Type Contract Period Weighted Average Strike Price (Barrels) Remaining Volume (Barrels) Fair Value Futures Dec. 2020-Mar. 2021 $ 62.33 55,000 $ (94,214) The carrying values of the Company’s derivatives positions and their locations on the consolidated balance sheets as of September 30, 2021 and December 31, 2020 are presented in the table below. Balance Sheet Classification Contract Type 2021 2020 Derivative commodity liability Futures $ (155,929) $ (94,214) |
LEASES
LEASES | 9 Months Ended |
Sep. 30, 2021 | |
Leases [Abstract] | |
LEASES | LEASES Finance Leases Finance leases are included in finance lease right-of-use lease assets and finance lease liability current and long-term liabilities on the unaudited consolidated balance sheets. The associated amortization expenses for the three months ended September 30, 2021 and 2020 were $3,258 and $3,258, respectively, and are included in depreciation and amortization on the unaudited consolidated statements of operations. The associated interest expense for the three months ended September 30, 2021 and 2020 were $0 and $74, respectively, and are included in interest expense on the unaudited consolidated statements of operations. The associated amortization expenses for the nine months ended September 30, 2021 and 2020 were $9,774 and $9,774, respectively, and are included in depreciation and amortization on the unaudited consolidated statements of operations. The associated interest expense for the nine months ended September 30, 2021 and 2020 were $16 and $359, respectively, and are included in interest expense on the unaudited consolidated statements of operations. Please see “ Note 6. Line of Credit and Long-Term Debt ” for more details. Operating Leases Operating leases are included in operating lease right-of-use lease assets, and operating current and long-term lease liabilities on the consolidated balance sheets. Lease expense for operating leases is recognized on a straight-line basis over the lease term. Variable lease expense is recognized in the period in which the obligation for those payments is incurred. Lease expense for equipment is included in cost of revenues and other rents are included in selling, general and administrative expense on the unaudited consolidated statements of operations and are reported net of lease income. Lease income is not material to the results of operations for the three and nine months ended September 30, 2021 and 2020. Total operating lease costs for both the three months ended September 30, 2021 and 2020 were $218,176 and $203,969, respectively. Total operating lease costs for both the nine months ended September 30, 2021 and 2020 were $646,310 and $596,449, respectively. Cash Flows Cash paid for amounts included in operating lease liabilities, including some small leases with initial terms less than twelve months was $0.4 million and $1.6 million during the nine months ended September 30, 2021 and 2020, and is included in operating cash flows. Cash paid for amounts included in finance lease was $91,893 and $93,438 during the nine months ended September 30, 2021 and 2020, respectively, and is included in financing cash flows. Maturities of our lease liabilities for all operating leases are as follows as of September 30, 2021: September 30, 2021 Facilities Equipment Plant Total Year 1 $ 214,937 $ 7,500 $ 650,257 $ 872,694 Year 2 195,017 7,500 650,257 852,774 Year 3 38,400 7,500 650,257 696,157 Year 4 38,400 4,375 650,257 693,032 Year 5 12,800 — 650,257 663,057 Thereafter — — 3,684,844 3,684,844 Total lease payments $ 499,554 $ 26,875 $ 6,936,129 $ 7,462,558 Less: interest (58,160) (2,626) (2,551,660) (2,612,446) Present value of operating lease liabilities $ 441,394 $ 24,249 $ 4,384,469 $ 4,850,112 The weighted average remaining lease terms and discount rates for all of our operating leases were as follows as of September 30, 2021: Remaining lease term and discount rate: September 30, 2021 Weighted average remaining lease terms (years) Lease facilities 5.20 Lease equipment 0.60 Lease plant 11.50 Weighted average discount rate Lease facilities 9.05 % Lease equipment 8.00 % Lease plant 9.37 % Significant Judgments Significant judgments include the discount rates applied, the expected lease terms, lease renewal options and residual value guarantees. There are several leases with renewal options or purchase options. The purchase options are not expected to have a material impact on the lease obligation. There are several facility and plant leases which have lease renewal options from one The largest facility lease has an initial term through 2032. That lease does not have an extension option. The two plant leases both have multiple 5-year extension options for a total of 20 years. Two extension options have been included in the lease right-of-use asset and lease obligation. The Company will reassess the lease terms and purchase options when there is a significant change in circumstances or when the Company elects to exercise an option that had previously been determined that it was not reasonably certain to do so. |
LEASES | LEASES Finance Leases Finance leases are included in finance lease right-of-use lease assets and finance lease liability current and long-term liabilities on the unaudited consolidated balance sheets. The associated amortization expenses for the three months ended September 30, 2021 and 2020 were $3,258 and $3,258, respectively, and are included in depreciation and amortization on the unaudited consolidated statements of operations. The associated interest expense for the three months ended September 30, 2021 and 2020 were $0 and $74, respectively, and are included in interest expense on the unaudited consolidated statements of operations. The associated amortization expenses for the nine months ended September 30, 2021 and 2020 were $9,774 and $9,774, respectively, and are included in depreciation and amortization on the unaudited consolidated statements of operations. The associated interest expense for the nine months ended September 30, 2021 and 2020 were $16 and $359, respectively, and are included in interest expense on the unaudited consolidated statements of operations. Please see “ Note 6. Line of Credit and Long-Term Debt ” for more details. Operating Leases Operating leases are included in operating lease right-of-use lease assets, and operating current and long-term lease liabilities on the consolidated balance sheets. Lease expense for operating leases is recognized on a straight-line basis over the lease term. Variable lease expense is recognized in the period in which the obligation for those payments is incurred. Lease expense for equipment is included in cost of revenues and other rents are included in selling, general and administrative expense on the unaudited consolidated statements of operations and are reported net of lease income. Lease income is not material to the results of operations for the three and nine months ended September 30, 2021 and 2020. Total operating lease costs for both the three months ended September 30, 2021 and 2020 were $218,176 and $203,969, respectively. Total operating lease costs for both the nine months ended September 30, 2021 and 2020 were $646,310 and $596,449, respectively. Cash Flows Cash paid for amounts included in operating lease liabilities, including some small leases with initial terms less than twelve months was $0.4 million and $1.6 million during the nine months ended September 30, 2021 and 2020, and is included in operating cash flows. Cash paid for amounts included in finance lease was $91,893 and $93,438 during the nine months ended September 30, 2021 and 2020, respectively, and is included in financing cash flows. Maturities of our lease liabilities for all operating leases are as follows as of September 30, 2021: September 30, 2021 Facilities Equipment Plant Total Year 1 $ 214,937 $ 7,500 $ 650,257 $ 872,694 Year 2 195,017 7,500 650,257 852,774 Year 3 38,400 7,500 650,257 696,157 Year 4 38,400 4,375 650,257 693,032 Year 5 12,800 — 650,257 663,057 Thereafter — — 3,684,844 3,684,844 Total lease payments $ 499,554 $ 26,875 $ 6,936,129 $ 7,462,558 Less: interest (58,160) (2,626) (2,551,660) (2,612,446) Present value of operating lease liabilities $ 441,394 $ 24,249 $ 4,384,469 $ 4,850,112 The weighted average remaining lease terms and discount rates for all of our operating leases were as follows as of September 30, 2021: Remaining lease term and discount rate: September 30, 2021 Weighted average remaining lease terms (years) Lease facilities 5.20 Lease equipment 0.60 Lease plant 11.50 Weighted average discount rate Lease facilities 9.05 % Lease equipment 8.00 % Lease plant 9.37 % Significant Judgments Significant judgments include the discount rates applied, the expected lease terms, lease renewal options and residual value guarantees. There are several leases with renewal options or purchase options. The purchase options are not expected to have a material impact on the lease obligation. There are several facility and plant leases which have lease renewal options from one The largest facility lease has an initial term through 2032. That lease does not have an extension option. The two plant leases both have multiple 5-year extension options for a total of 20 years. Two extension options have been included in the lease right-of-use asset and lease obligation. The Company will reassess the lease terms and purchase options when there is a significant change in circumstances or when the Company elects to exercise an option that had previously been determined that it was not reasonably certain to do so. |
SHARE PURCHASE AND SUBSCRIPTION
SHARE PURCHASE AND SUBSCRIPTION AGREEMENTS | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
SHARE PURCHASE AND SUBSCRIPTION AGREEMENTS | COMMON STOCK The total number of authorized shares of the Company’s common stock is 750,000,000 shares, $0.001 par value per share. As of September 30, 2021, there were 63,003,766 common shares issued and outstanding. During the nine months ended September 30, 2021, the Company issued 15,653,085 shares of common stock in connection with the conversion of Series A, Series B and B1 Convertible Preferred Stock, and exercise of warrants into common stock of the Company, pursuant to the terms of such securities. In addition, the Company issued 1,795,840 shares of common stock in connection with the exercise of options. During the nine months ended September 30, 2020, the Company issued 2,159,278 shares of common stock in connection with the conversion of Series B1 Convertible Preferred Stock into common stock of the Company, pursuant to the terms of such securities. Series B Exchange Agreements On February 23, 2021, the Company entered into a Series B Preferred Stock Exchange Agreement with Pennington Capital LLC, the then holder of shares of Series B Preferred Stock, pursuant to which the holder exchanged 822,824 shares of the Series B Preferred Stock of the Company which it held, which had an aggregate liquidation preference of $2,550,754 ($3.10 per share), for 1,261,246 shares of the Company’s common stock (based on an exchange ratio equal to approximately the five-day volume-weighted average price per share of the Company’s common stock on the date the Exchange Agreement was entered into). The Series B Preferred Stock shares were subsequently returned to the Company and cancelled in consideration for the issuance of the 1,261,246 shares of common stock. The Exchange Agreement included customary representations and warranties of the parties. This resulted in a deemed dividend recognition of $267,899 due to more shares being issued than were provided in the original agreement. On March 2, 2021, the Company entered into a Series B Preferred Stock Exchange Agreement with Carrhae & Co FBO Wasatch Micro Cap Value Fund, the then holder of shares of Series B Preferred Stock, pursuant to which the holder exchanged 708,547 shares of the Series B Preferred Stock of the Company which it held, which had an aggregate liquidation preference of $2,196,496 ($3.10 per share), for 1,098,248 shares of the Company’s common stock (based on an exchange ratio equal to $2.00 per share of common stock). The Series B Preferred Stock was returned to the Company and cancelled in consideration for the issuance of the 1,098,248 shares of common stock. The Exchange Agreement included customary representations and warranties of the parties. This resulted in a deemed dividend recognition of $362,422 due to more shares being issued than were provided in the original agreement. As described in ASC 260-10-S99-2, when preferred stock is exchanged, the difference between fair value of the consideration transferred to the holders of the preferred stock and (2) the carrying amount of the preferred stock in the registrant’s balance sheet (net of issuance costs) should be subtracted from (or added to) net income to arrive at income available to common shareholders in the calculation of earnings per share. As a result, the Company recorded a credit to retained earnings with a corresponding debit to additional paid in capital (APIC) of $630,321 which was added to net income to arrive at net income available to common shareholders, as a result of the transactions above. Series B and B1 Conversions During the three months ended June 30, 2021, holders our Series B and Series B1 Preferred Stock converted 58,114 and 2,500,000 shares, respectively, of such preferred stock into the same number of shares of common stock, on a one-for-one basis, pursuant to the terms of such preferred stock. During the three months ended March 31, 2021, holders our Series B and Series B1 Preferred Stock converted 638,224 and 2,087,195 shares, respectively, of such preferred stock into the same number of shares of common stock, on a one-for-one basis, pursuant to the terms of such preferred stock. Series B and B1 Automatic Conversions Pursuant to the terms of the Series B Preferred Stock and Series B1 Preferred Stock of the Company, in the event that the closing sales price of the Company’s common stock was at least $6.20 (as to the Series B Preferred Stock) and $3.90 (as to the Series B1 Preferred Stock) per share for at least 20 consecutive trading days, such shares of Series B Preferred Stock and Series B1 Preferred Stock were to convert automatically into common stock of the Company on a one-for-one basis (the “Automatic Conversion Provisions”). Effective on June 24, 2021 (as to the Series B1 Preferred Stock) and June 25, 2021 (as to the Series B Preferred Stock), the Automatic Conversion Provisions of the Series B Preferred Stock and Series B1 Preferred Stock were triggered, and the outstanding shares of the Company’s Series B Preferred Stock and Series B1 Preferred Stock automatically converted into common stock of the Company. Specifically, the 1,783,292 then outstanding shares of Series B Preferred Stock automatically converted into 1,783,292 shares of common stock and the 3,134,889 then outstanding shares of Series B1 Preferred Stock automatically converted into 3,134,889 shares of common stock (or 4,918,181 shares of common stock in total). The total number of authorized shares of the Company’s preferred stock is 50,000,000 shares, $0.001 par value per share. The total number of designated shares of the Company’s Series A Convertible Preferred Stock is 5,000,000 (“ Series A Preferred ”). The total number of designated shares of the Company’s Series B Convertible Preferred Stock is 10,000,000. The total number of designated shares of the Company’s Series B1 Convertible Preferred Stock is 17,000,000. As of September 30, 2021 and December 31, 2020, there were 385,601 and 419,859 shares, respectively, of Series A Preferred Stock issued and outstanding. As of September 30, 2021 and December 31, 2020, there were 4,102,690 and 4,102,690 shares issued and 0 and 4,102,690 shares of Series B Preferred Stock outstanding, respectively. As of September 30, 2021 and December 31, 2020, there were 7,399,649 and 7,399,649 shares issued and 0 and 7,399,649 shares of Series B1 Preferred Stock outstanding, respectively. Series B Preferred Stock and Temporary Equity The following table represents the activity related to the Series B Preferred Stock, classified as Temporary Equity on the accompanying unaudited consolidated balance sheet, during the nine months ended September 30, 2021 and 2020: 2021 2020 Balance at beginning of period $ 12,718,339 $ 11,006,406 Less: conversions of shares to common (8,446,837) — Less: exchanges of shares to common (4,747,250) — Plus: discount accretion — 854,364 Plus: dividends in kind 475,748 547,349 Balance at end of period $ — $ 12,408,119 At September 30, 2021 and December 31, 2020, a total of $0 and $317,970 of dividends were accrued on our outstanding Series B Preferred Stock, respectively. During the three months ended September 30, 2021 and 2020, we paid dividends in-kind in additional shares of Series B Preferred Stock of $0 and $188,837, respectively. Because such preferred stock was not redeemed on June 24, 2020, the preferred stock accrued a 10% per annum dividend (payable in-kind at the option of the Company), until such preferred stock was redeemed or converted into common stock, which preferred stock was automatically converted into common stock effective on June 25, 2021. Series B1 Preferred Stock and Temporary Equity The following table represents the activity related to the Series B1 Preferred Stock, classified as Temporary Equity on the accompanying unaudited consolidated balance sheet, for the nine months ended September 30, 2021 and 2020: 2021 2020 Balance at beginning of period $ 11,036,173 $ 12,743,047 Less: conversions of shares to common (12,046,441) (3,368,474) Plus: discount accretion 507,282 646,031 Plus: dividends in kind 502,986 546,557 Balance at end of period $ — $ 10,567,161 As of September 30, 2021 and December 31, 2020, respectively, a total of $0 and $288,594 of dividends were accrued on our outstanding Series B1 Preferred Stock. During the three months ended September 30, 2021 and 2020, we paid dividends in-kind in additional shares of Series B1 Preferred Stock of $0 and $171,380, respectively. Because such preferred stock was not redeemed on June 24, 2020, the preferred stock accrued a 10% per annum dividend (payable in-kind at the option of the Company), until such preferred stock was redeemed or converted into common stock, which preferred stock was automatically converted into common stock effective on June 24, 2021. The Series B1 Warrants were revalued at September 30, 2021 and December 31, 2020 using the Dynamic Black Scholes model that computes the impact of a possible change in control transaction upon the exercise of the warrant shares at approximately $1,072,620 and $330,412, respectively. The Dynamic Black Scholes Merton inputs used were: expected dividend rate of 0%, expected volatility of 66%-202%, risk free interest rate of 4.50% and expected term of 0.25 years. The Series B Warrants expired pursuant to their terms on December 24, 2020. The Series B1 Warrants will expire pursuant to their terms on November 13, 2021. The following is an analysis of changes in the derivative liability for the nine months ended September 30: Level Three Roll-Forward 2021 2020 Balance at beginning of period $ 330,412 $ 1,969,216 Value of warrants exercised (10,637,914) — Change in valuation of warrants 11,380,122 (1,844,369) Balance at end of period $ 1,072,620 $ 124,847 Myrtle Grove Share Purchase and Subscription Agreement Amounts received by MG SPV from its direct sale of Class B Units to Tensile-Myrtle Grove Acquisition Corporation (“Tensile-MG”), an affiliate of Tensile Capital Partners Master Fund LP, an investment fund based in San Francisco, California (“Tensile”) may only be used for additional investments in the Company’s former Belle Chasse, Louisiana, re-refining complex (the “MG Refinery”) or for day to day operations at the MG Refinery. At September 30, 2021, $0.05 million reported as cash and cash equivalents on the balance sheet is restricted to MG Refinery investments or operating expenses. The Class B Unit holders may force MG SPV to redeem the outstanding Class B Units at any time on or after the earlier of (a) the fifth anniversary of July 26, 2019 (the “ MG Closing Date ”) and (ii) the occurrence of a Triggering Event (defined below)(an “ MG Redemption ”). The cash purchase price for such redeemed Class B Units is the greater of (y) the fair market value of such units (without discount for illiquidity, minority status or otherwise) as determined by a qualified third party agreed to in writing by a majority of the holders seeking an MG Redemption and Vertex Operating (provided that Vertex Operating still owns Class A Units on such date) and (z) the original per-unit price for such Class B Units plus any unpaid Class B preference. The preference is defined as the greater of (A) the aggregate unpaid “Class B Yield” (equal to an annual return of 22.5% per annum) and (B) an amount equal to fifty percent (50%) of the aggregate capital invested by the Class B Unit holders. The Company did not pay the preferential yield during the nine months ended September 30, 2021. “ Triggering Events ” mean (a) any dissolution, winding up or liquidation of the Company, Vertex Operating or any significant subsidiary of Vertex Operating, (b) any sale, lease, license or disposition of any material assets of the Company, Vertex Operating or any significant subsidiary of Vertex Operating, (c) any transaction or series of related transactions (whether by merger, exchange, contribution, recapitalization, consolidation, reorganization, combination or otherwise) involving the Company, Vertex Operating or any significant subsidiary of Vertex Operating, the result of which is that the holders of the voting securities of the relevant entity as of the Closing Date are no longer the beneficial owners, in the aggregate, after giving effect to such transaction or series of transactions, directly or indirectly, of more than fifty percent (50%) of the voting power of the outstanding voting securities of the entity, subject to certain other requirements set forth in the MG Company Agreement, (d) the failure to consummate the Heartland Closing (defined below) by June 30, 2020 (a “ Failure to Close ”), provided that such Heartland Closing was consummated by June 30, 2020, (e) the failure of Vertex Operating to operate MG SPV in good faith with appropriate resources, or (f) the material failure of the Company and its affiliates to comply with the terms of the contribution agreement, whereby the Company contributed assets and operations to MG SPV. No triggering events occurred during the nine months ended September 30, 2021. Myrtle Grove Redeemable Noncontrolling Interest As a result of the Share Purchase and Subscription Agreement (the “ MG Share Purchase ”), Tensile, through Tensile-Myrtle Grove Acquisition Corporation, acquired an approximate 15.58% ownership interest in Vertex Refining Myrtle Grove LLC, a Delaware limited liability company, which entity was formed as a special purpose vehicle in connection with the transactions. This is considered a redeemable noncontrolling equity interest, as it is redeemable in the future and not solely within our control. After initial recognition, in accordance with ASC 480-10-S99-3A, the Company applied a two-step approach to measure noncontrolling interests associated with MG SPV at the balance sheet date. First, the Company applied the measurement guidance in ASC 810-10 by attributing a portion of the subsidiary’s net loss of $200,218 to the noncontrolling interest. Second, the Company applied the subsequent measurement guidance in ASC 480-10-S99-3A, which indicates that the noncontrolling interest’s carrying amount is the higher of (1) the cumulative amount that would result from applying the measurement guidance in ASC 810-10 in the first step or (2) the redemption value. Pursuant to ASC 480-10-S99-3A, for a security that is probable of becoming redeemable in the future, the Company adjusted the carrying amount of the redeemable noncontrolling interests to what would be the redemption value assuming the security was redeemable at the balance sheet date. This adjustment of $1,176,683 increased the carrying amount of redeemable noncontrolling interests to the redemption value as of September 30, 2021 of $6,449,306. Adjustments to the carrying amount of redeemable noncontrolling interests to redemption value are reflected in retained earnings. The table below presents the reconciliation of changes in redeemable noncontrolling interest relating to MG SPV as of September 30, 2021 and 2020. September 30, 2021 September 30, 2020 Beginning balance $ 5,472,841 $ 4,396,894 Net loss attributable to redeemable non-controlling interest (200,218) (120,031) Change in ownership — 71,171 Accretion of non-controlling interest to redemption value 1,176,683 833,354 Ending balance $ 6,449,306 $ 5,181,388 Heartland Share Purchase and Subscription Agreement On January 17, 2020 (the “Heartland Closing Date”), Vertex Operating, Tensile-Heartland Acquisition Corporation (“Tensile-Heartland”), an affiliate of Tensile, and solely for the purposes of a guaranty, the Company, and Heartland SPV, entered into a Share Purchase and Subscription Agreement (the “Heartland Share Purchase”). Prior to entering into the Heartland Share Purchase, the Company transferred 100% of the ownership of Vertex Refining OH, LLC, its indirect wholly-owned subsidiary to Heartland SPV in consideration for 13,500 Class A Units, 13,500 Class A-1 Preferred Units and 11,300 Class B Units of Heartland SPV and immediately thereafter contributed 248 Class B Units to the Company’s wholly-owned subsidiary, Vertex Splitter Corporation, a Delaware corporation (“Vertex Splitter”), as a contribution to capital. Vertex OH owns the Company’s Columbus, Ohio, Heartland facility, which produces a base oil product that is sold to lubricant packagers and distributors. Pursuant to the Heartland Share Purchase, Vertex Operating sold Tensile-Heartland the 13,500 Class A Units and 13,500 Class A-1 Preferred Units of Heartland SPV in consideration for $13.5 million. Also, on the Heartland Closing Date, Tensile-Heartland purchased 7,500 Class A Units and 7,500 Class A-1 Units in consideration for $7.5 million (less the expenses of Tensile-Heartland in connection with the transaction) directly from Heartland SPV. Concurrently with the closing of the transactions described above, and pursuant to the terms of the Heartland Share Purchase, the Company, through Vertex Operating, purchased 1,000 newly issued Class A Units from MG SPV at a cost of $1,000 per unit ($1 million in aggregate). As a result of this transaction, MG SPV is owned 85.00% by Vertex Operating and 15.00% by Tensile-MG. The Heartland Share Purchase provides Tensile-Heartland an option, exercisable at its election, at any time, subject to the terms of the Heartland Share Purchase, to purchase up to an additional 7,000 Class A-2 Preferred Units at a cost of $1,000 per Class A-2 Preferred Unit from Heartland SPV. The Heartland SPV is currently owned 35% by Vertex Operating and 65% by Tensile-Heartland. Heartland SPV is managed by a five-member Board of Managers, of which three members are appointed by Tensile-Heartland and two are appointed by the Company. The Class A Units held by Tensile-Heartland are convertible into Class B Units as provided in the Limited Liability Company Agreement of Heartland SPV (the “Heartland Company Agreement”), based on a conversion price (initially one-for-one) which may be reduced from time to time if new Units of Heartland SPV are issued and will automatically convert into Series B Units upon certain events described in the Heartland Company Agreement. The Class A-1 and A-2 Preferred Units (“Class A Preferred Units”), which are 100% owned by Tensile-Heartland, accrue a 22.5% per annum preferred return subject to terms of the Heartland Company Agreement (the “Class A Yield”). Additionally, the Class A Unit holders (common and preferred) may force Heartland SPV to redeem the outstanding Class A Units at any time on or after the earlier of (a) the fifth anniversary of the Heartland Closing Date and (b) the occurrence of a Heartland Triggering Event (defined below)(a “Heartland Redemption”). The cash purchase price for such redeemed Class A Unit will be the greater of (y) the fair market value of such units (without discount for illiquidity, minority status or otherwise) as determined by a qualified third party agreed to in writing by a majority of the holders seeking Heartland Redemption and Vertex Operating (provided that Vertex Operating still owns Class B Units on such date) and (z) the original per-unit price for such Class A Units plus any unpaid Class A preference. The Class A preference is defined as the greater of (A) the aggregate unpaid Class A yield and (B) an amount equal to fifty percent (50%) of the aggregate capital invested by the Class A Unit holders through such Heartland Redemption date. “Heartland Triggering Events” include (a) any termination of an Administrative Services Agreement entered into with Tensile, pursuant to its terms and/or any material breach by us of the environmental remediation and indemnity agreement entered into with Tensile, (b) any dissolution, winding up or liquidation of the Company, Vertex Operating or any significant subsidiary of Vertex Operating, (c) any sale, lease, license or disposition of any material assets of the Company, Vertex Operating or any significant subsidiary of Vertex Operating, or (d) any transaction or series of related transactions (whether by merger, exchange, contribution, recapitalization, consolidation, reorganization, combination or otherwise) involving the Company, Vertex Operating or any significant subsidiary of Vertex Operating, the result of which is that the holders of the voting securities of the relevant entity as of the Heartland Closing Date are no longer the beneficial owners, in the aggregate, after giving effect to such transaction or series of transactions, directly or indirectly, of more than fifty percent (50%) of the voting power of the outstanding voting securities of the entity, subject to certain other requirements set forth in the Heartland Company Agreement. In the event that Heartland SPV fails to redeem such Class A Units within 180 days after a redemption is triggered, the Class A Yield is increased to 25% until such time as such redemption is completed (with such increase being effective back to the original date of a notice of redemption). In addition, in such event, the Class A Unit holders may cause Heartland SPV to initiate a process intended to result in a sale of Heartland SPV. Distributions of available cash of Heartland SPV pursuant to the Heartland Company Agreement (including pursuant to liquidations of Heartland SPV), subject to certain exceptions set forth therein, are to be made (a) first, to the holders of the Class A Preferred Units, in an amount equal to the Class A preference; (b) second, the Class A Preferred Unit holders, together as a separate and distinct class, are entitled to receive an amount equal to the aggregate Heartland Invested Capital; (c) third, the Class B Unitholders (other than Class B Unitholders which received Class B Units upon conversion of Class A Preferred Units), together as a separate and distinct class, are entitled to receive all or a portion of any distribution equal to the sum of all distributions made under sections (a) and (b) above; and (d) fourth, to the holders of Units who are eligible to receive such distributions in proportion to the number of Units held by such holders. Heartland Variable interest entity The Company has assessed the Heartland SPV under the variable interest guidance in ASC 810. The Company determined that the Class A Units are not at risk due to a 22.5% preferred return and a redemption provision that, if elected, would require Heartland SPV to repurchase the Class A Units at their original cost plus the preferred return. The Company further determined that as a minority shareholder, holding only 35% of the voting rights, the Company does not have the ability to direct the activities of Heartland SPV that most significantly impact the entity’s performance. Based on this assessment, the Company concluded that Heartland SPV is a variable interest entity. In assessing if the Company is the primary beneficiary of Heartland SPV, the Company determined that certain provisions of the Heartland Company Agreement prohibiting the transfer of its Class B Units result in the Class A Unit holders being related parties under the de facto agents criteria in ASC 810. The Company and the Class A Unit holders, as a group, have the power to direct the significant activities of Heartland SPV and the obligations to absorb the losses and the right to receive the benefits that could potentially be significant to Heartland SPV. The Company concluded that substantially all of the activities of Heartland SPV are conducted on its behalf, and not on behalf of the Class A Unit holders, the decision maker, thus the Company is the primary beneficiary and required to consolidate Heartland SPV in accordance with ASC 810. The Company’s consolidated financial statements include the assets, liabilities and results of operations of Heartland SPV for which the Company is the primary beneficiary. The other equity holders’ interests are reflected in net loss attributable to noncontrolling interests and redeemable noncontrolling interest in the consolidated statements of income and noncontrolling interests in the consolidated balance sheets. The following table summarizes the carrying amounts of Heartland SPV’s assets and liabilities included in the Company’s consolidated balance sheets at September 30, 2021 and December 31, 2020: September 30, 2021 December 31, 2020 Cash and cash equivalents $ 7,229,786 $ 7,890,886 Accounts receivable, net 7,601,929 3,591,468 Inventory 927,810 629,667 Prepaid expense and other current assets 1,567,763 926,203 Total current assets 17,327,288 13,038,224 Fixed assets, net 7,290,467 6,549,139 Finance lease right-of-use assets 805,313 1,031,353 Operating lease right-of-use assets 237,217 299,758 Intangible assets, net 876,440 1,064,624 Other assets 106,643 108,643 Total assets $ 26,643,368 $ 22,091,741 Accounts payable $ 2,290,245 $ 1,753,160 Accrued expenses 630,442 307,340 Finance lease liability-current 692,274 346,029 Operating lease liability-current 181,644 251,037 Total current liabilities 3,794,605 2,657,566 Finance lease liability-long term — 643,446 Operating lease liability-long term 55,573 48,721 Total liabilities $ 3,850,178 $ 3,349,733 The assets of Heartland SPV may only be used to settle the obligations of Heartland SPV, and may not be used for other consolidated entities. The liabilities of Heartland SPV are non-recourse to the general credit of the Company’s other consolidated entities. Heartland Redeemable Noncontrolling Interest As a result of the Heartland Share Purchase (as defined and discussed above), Tensile, through Tensile-Heartland, acquired an approximate 65.00% ownership interest in Heartland SPV, a Delaware limited liability company, which entity was formed as a special purpose vehicle in connection with the transactions. This is considered a redeemable noncontrolling equity interest, as it is redeemable in the future and not solely within our control. The initial carrying amount that is recognized in temporary equity for redeemable noncontrolling interests is the initial carrying amount determined in accordance with the accounting requirements for noncontrolling interests in ASC 810-10. In accordance with ASC 810-10-45-23, changes in a parent’s ownership interest while the parent retains its controlling financial interest in its subsidiary are accounted for as equity transactions. Therefore, the Company recognized no gain or loss in consolidated net income and the carrying amount of the noncontrolling interest was adjusted to reflect the change in our ownership interest of the subsidiary. The difference of $9,091,068 between the fair value of the consideration received of $21,000,000 and the carrying amount of the noncontrolling interest determined in accordance with ASC 810-10 of $11,908,932, was recognized in additional paid in capital. After initial recognition, in accordance with ASC 480-10-S99-3A, the Company applied a two-step approach to measure noncontrolling interests associated with Heartland SPV at the balance sheet date. First, the Company applied the measurement guidance in ASC 810-10 by attributing a portion of the subsidiary’s net income of $7,183,268 to the noncontrolling interest. Second, the Company applied the subsequent measurement guidance in ASC 480-10-S99-3A, which indicates that the noncontrolling interest’s carrying amount is the higher of (1) the cumulative amount that would result from applying the measurement guidance in ASC 810-10 in the first step or (2) the redemption value. At September 30, 2021, the cumulative amount resulting from the application of the measurement guidance in ASC 810-10 exceeded the redemption value of $30,802,527. The table below presents the reconciliation of changes in redeemable noncontrolling interest relating to Heartland SPV as of September 30, 2021 and 2020. September 30, 2021 September 30, 2020 Beginning balance $ 26,138,833 $ — Initial adjustment of carrying amount of non-controlling interest — 11,908,932 Net income attributable to redeemable non-controlling interest 7,183,268 35,449 Accretion of non-controlling interest to redemption value — 12,802,442 Ending balance $ 33,322,101 $ 24,746,823 The amount of accretion of redeemable noncontrolling interest to redemption value of $1,176,683 is presented as an adjustment to net income attributable to Vertex Energy, Inc., to arrive at net income available to common shareholders on the consolidated statements of operations which represent the MG SPV and Heartland SPV accretion of redeemable noncontrolling interest to redemption value combined for the nine months ended September 30, 2021. Vertex currently plans to use the proceeds from the sale of UMO Business to pay amounts required to be paid to Tensile in connection with the Company’s planned acquisition of the ownership interests of Tensile held indirectly in two special purpose entities as described above. Tensile Transactions On July 1, 2021, the Operating Agreement of MG SPV was amended to provide that from the date of such agreement until December 31, 2021, the Company (through Vertex Operating), is required to fund the working capital requirements of MG SPV, which advances are initially characterized as debt, but that Tensile MG may convert such debt into additional Class A Units of MG SPV (after December 31, 2021), at $1,000 per unit (the “MG SPV Amendment”). On July 1, 2021, Heartland SPV loaned Vertex Operating $7,000,000, which was evidenced by a Promissory Note (the “Heartland Note”). The Heartland Note accrues interest at the applicable federal rate of interest from time to time, increasing to 12% upon an event of default. Amounts borrowed under the Heartland Note are due ninety days after the date of the note or within five (5) days of the closing of the Sale Agreement described below (whichever is earlier), and may be prepaid at any time without penalty. In the event the Heartland Note is not paid on or before the applicable due date, we agreed to use our best efforts to raise the funds necessary to repay the note as soon as possible. The Heartland Note includes customary events of defaults. The Company used the funds borrowed under the Heartland Note, to paydown a portion of the Deposit Note, with the remaining funds coming from a loan from EBC as discussed above. |
DISCONTINUED OPERATIONS
DISCONTINUED OPERATIONS | 9 Months Ended |
Sep. 30, 2021 | |
Discontinued Operations and Disposal Groups [Abstract] | |
DISCONTINUED OPERATIONS | DISCONTINUED OPERATIONS During the third quarter of 2021, the Company initiated and began executing a strategic plan to sell its UMO Business. An investment banking advisory services firm was engaged and actively marketed this segment. On September 28, 2021, the shareholders approved the proposed sale of its portfolio of used motor oil collection and recycling assets to Safety-Kleen. The Company met all of the criteria to classify the UMO Business’s assets and liabilities as held for sale in the third quarter 2021. The Company has classified the assets, liabilities, and results of operations for this business as “Discontinued Operations” for all periods presented. Disposal of the UMO Business represented a strategic shift that will have a major effect on the Company’s operations and financial results. On June 29, 2021, the Company announced that it had entered into a definitive agreement to sell its portfolio of used motor oil collection and recycling assets (the UMO business) to Safety-Kleen, a subsidiary of Clean Harbors, Inc. (“Clean Harbors”) for total cash consideration of $140 million, subject to working capital and other adjustments, and subject to certain closing conditions, including regulatory approvals and a shareholder vote. After retiring term debt, together with the payment of transaction-related fees and financial obligations, total net cash proceeds from the transaction to Vertex are expected to be approximately $90 million. The following summarized financial information has been segregated from continuing operations and reported as Discontinued Operations for the three and nine months ended September 30, 2021, and 2020. Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Revenues $ 36,950,919 $ 21,422,320 $ 104,956,817 $ 65,364,581 Cost of revenues (exclusive of depreciation shown separately below) 26,867,718 15,861,769 71,860,804 51,622,468 Depreciation and amortization attributable to costs of revenues 1,294,157 971,258 3,803,216 3,175,134 Gross profit 8,789,044 4,589,293 29,292,797 10,566,979 Operating expenses: Selling, general and administrative expenses 4,938,494 4,697,503 15,099,782 13,792,598 Depreciation and amortization expense attributable to operating expenses 455,953 681,209 1,367,859 1,593,115 Total Operating expenses 5,394,447 5,378,712 16,467,641 15,385,713 Income (loss) from operations 3,394,597 (789,419) 12,825,156 (4,818,734) Other income (expense) Other income (expense) — — — 101 Interest expense (116,099) (137,514) (360,711) (504,997) Total other income (expense) (116,099) (137,514) (360,711) (504,896) Income (loss) before income tax 3,278,498 (926,933) 12,464,445 (5,323,630) Income tax benefit (expense) — — — — Income (loss) from discontinued operations, net of tax 3,278,498 $ (926,933) $ 12,464,445 $ (5,323,630) The assets and liabilities held for sale on the Consolidated Balance Sheets as of September 30, 2021 and December 31, 2020 are as follows September 30, 2021 December 31, 2020 ASSETS Accounts receivable, net $ 10,756,838 $ 6,280,086 Inventory 6,119,150 2,981,551 Prepaid expenses 370,184 1,269,310 Property and equipment, at cost 32,188,708 — Finance lease right-of-use assets 1,209,827 — Operating lease right-of use assets 28,898,931 — Intangible assets, net 7,563,036 — Other assets 563,493 — Total current assets 87,670,167 10,530,947 Property and equipment, at cost — 32,517,979 Finance lease right-of-use assets — 1,518,611 Operating lease right-of use assets — 28,581,379 Intangible assets, net — 8,930,895 Other assets — 615,293 Total noncurrent assets — 72,164,157 Assets held for sale $ 87,670,167 $ 82,695,104 LIABILITIES AND EQUITY Current liabilities Accounts payable $ 6,824,664 $ 8,065,368 Accrued expenses 2,355,719 1,072,873 Finance lease liability-current 686,402 373,529 Operating lease liability-current 28,898,931 4,831,038 Total current liabilities 38,765,716 14,342,808 Finance lease liability-noncurrent — 630,099 Operating lease liability-noncurrent — 23,750,341 Total noncurrent liabilities — 24,380,440 Liabilities held for sale $ 38,765,716 $ 38,723,248 The Board of Directors considered a number of factors before deciding to enter into the Sale Agreement, including, among other factors, the price to be paid by Safety-Kleen for the UMO Business, the scope of the sale process with respect to the UMO Business that led to entering into the Sale Agreement, the future business prospects of the UMO Business, including the costs to remain competitive and grow, the opinion of H.C. Wainwright & Co., LLC that the terms were fair, from a financial point of view, the planned acquisition of the Mobile Refinery, and the planned change in business focus associated therewith, and the terms and conditions of the Sale Agreement. The Company met all of the criteria to classify the UMO Business’s assets and liabilities as held for sale in the third quarter 2021. The Company has classified the assets, liabilities, and results of operations for this business as “Discontinued Operations” for all periods presented. Disposal of the UMO business represented a strategic shift that would have a major effect on the Company’s operations and financial results. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTS Indenture and Convertible Notes On November 1, 2021, we issued $155.0 million aggregate principal amount at maturity of our 6.25% Convertible Senior Notes due 2027 (the “Convertible Notes”) pursuant to an Indenture (the “ Indenture ”), dated November 1,2021, between the Company and U.S. Bank National Association, as trustee (the “ Trustee ”), in a private offering (the “ Note Offering ”) to persons reasonably believed to be “qualified institutional buyers” and/or to “accredited investors” in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act, pursuant to Securities Purchase Agreements. The net proceeds from the offering, after deducting placement agent fees and estimated offering costs and expenses payable by the Company, were approximately $133.9 million. The Company intends to use approximately (1) $33.7 million of the net proceeds from the offering to fund a portion of the funds payable in connection with the Refinery Purchase Agreement, (2) $13.0 million of the net proceeds from the offering for engineering services and for the initial payments of purchase orders for long lead-time equipment associated with a capital project designed to modify the Mobile Refinery’s hydrocracking unit to produce renewable diesel in advance of the purchase, (3) $10.9 million of the net proceeds from the offering to repay amounts owed by the Company under its credit facilities with Encina Business Credit, LLC and certain of its affiliates, and (4) $0.4 million of the net proceeds to repay certain secured equipment leases with certain affiliates of Wells Fargo Bank, National Association. The Company intends to use the remainder of the net proceeds for working capital and other general corporate purposes. which may include debt retirement and organic and inorganic growth initiative, provided that the Company has no current specific plans for such uses. Key terms of the Convertible Notes are as follows: • Issue price – 90% of the face amount of each Note. • Interest rate of 6.25% – The Convertible Notes will bear interest at a rate of 6.25% per year, payable semiannually in arrears on April 1 and October 1 of each year, beginning on April 1, 2022. • Conversion price of approximately $5.89 – The Convertible Notes will be convertible at an initial conversion rate of 169.9235 shares of Vertex Energy’s common stock, per $1,000 principal amount of Convertible Notes (equivalent to an initial conversion price of approximately $5.89 per share, which represents a conversion premium of approximately 37.5% to the last reported sale price of $4.28 per share of the Company’s common stock on The Nasdaq Capital Market on October 26, 2021). • Maturity date –The Convertible Notes will mature on October 1, 2027, unless earlier repurchased, redeemed or converted. • Conversion – Prior to July 1, 2027, the Convertible Notes will be convertible at the option of the holders of the Convertible Notes only upon the satisfaction of certain conditions and during certain periods, and thereafter, at any time until the close of business on the second scheduled trading day immediately preceding the maturity date. • Cash settlement of principal amount in connection with conversions – Upon conversion, the Company will pay or deliver, as the case may be, cash, shares of its common stock or a combination of cash and shares of its common stock, at its election, provided that until such time as the Company’s stockholders have approved the issuance of more than 19.99% of our common stock issuable upon conversion of the Convertible Notes in accordance with the rules of The Nasdaq Capital Market, the Company is required to elect “cash settlement” for all conversions of the Convertible Notes. • Limited investor put rights – Holders of the Convertible Notes will have the right to require the Company to repurchase for cash all or part of their Convertible Notes at a repurchase price equal to 100% of the accreted principal amount of the Convertible Notes to be repurchased, plus accrued and unpaid interest to, but excluding the repurchase date, upon the occurrence of certain change of control transactions or liquidation, dissolution or common stock delisting events (collectively, a “ fundamental change ”), subject to certain conditions. • Optional Redemption – Prior to October 6, 2024, the Convertible Notes will not be redeemable at the Company’s option. On a redemption date occurring on or after October 6, 2024 and on or before the 30 scheduled trading day before the maturity date, the Company may redeem for cash all or part of the Convertible Notes (subject to certain restrictions), at its option, if the last reported sale price of our Company’s common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive), including the trading day immediately preceding the date on which the Company provides a notice of redemption, during any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the redemption notice date at a redemption price equal to 100% of the accreted principal amount of the Convertible Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. No “ sinking fund ” is provided for the Convertible Notes, which means that we are not required to redeem or retire the Convertible Notes periodically. • Escrow of proceeds; special mandatory redemption. A total of seventy-five percent (75%) of the net proceeds from the offering were placed into an escrow account to be released to the Company, upon the satisfaction of certain conditions, including the satisfaction or waiver of all of the conditions precedent to the Company’s obligation to consummate the Mobile Acquisition (collectively, the “ Escrow Release Conditions ”). If the Mobile Acquisition is not consummated on or prior to April 1, 2022, if the Company has not certified to the escrow agent that all conditions precedent to the Company’s obligations to consummate the Mobile Acquisition have been satisfied, or if the Company notifies the trustee and the escrow agent in writing that the agreement relating to the purchase of the Mobile Refinery has been terminated, the Convertible Notes will be subject to a special mandatory redemption equal to 100% of the accreted principal amount of the Convertible Notes, plus accrued and unpaid interest to, but excluding, the special mandatory redemption date, plus interest that would have accrued on the Convertible Notes from the special mandatory redemption date to, and including, the date that is nine (9) months after the special mandatory redemption date. If the Escrow Release Conditions have been satisfied or waived, the Company can request that the escrowed funds be released to the Company. • Conversion rate increase in certain customary circumstances – The Company will also be required to increase the conversion rate for holders who convert their Convertible Notes in connection with a fundamental change and certain other corporate events or convert their Convertible Notes called for optional redemption (or deemed called for redemption) following delivery by the Company of a notice of optional redemption, in either case, in certain circumstances. The Convertible Notes are Vertex Energy’s senior unsecured obligations. The Indenture contains additional customary terms and covenants, including that upon certain events of default occurring and continuing, either the Trustee or the holders of not less than 25% in aggregate principal amount of the Convertible Notes then outstanding may declare the entire principal amount of all the Convertible Notes plus accrued and unpaid interest, if any, to be immediately due and payable, provided that in the case of an event of default with respect to the Convertible Notes arising from specified events of bankruptcy or insolvency, 100% of the principal of and accrued and unpaid special interest, if any, on the Convertible Notes will automatically become due and payable. The Company may elect that the sole remedy for an event of default relating to a failure by it to comply with certain reporting obligations set forth in the Indenture, will after the occurrence of such an event of default consist exclusively of the right to receive additional interest on the Convertible Notes at a rate equal to (i) 1.00% per annum of the principal amount of the Convertible Notes outstanding for each day during the period beginning on, and including, the date on which such event of default first occurred and ending on the earlier of (x) the date on which such event of default is cured or validly waived and (y) the 365 th day immediately following, and including, the date on which such event of default first occurred. On the 366 th day after such event of default (if the event of default relating to the reporting obligations is not cured or waived prior to such 366 th day), the Trustee by notice to us, or the holders of at least 25% in principal amount of the outstanding Convertible Notes by notice to us and the Trustee, may declare 100% of the principal of and accrued and unpaid interest, if any, on all the Convertible Notes to be due and payable. If on or after the date that is six months after the last original issue date of the Convertible Notes, the Company has not satisfied the reporting conditions (including, for the avoidance of doubt, the requirement for current Form 10 information) set forth in Rule 144(c) and (i)(2) under the Securities Act, or the Convertible Notes are not otherwise able to be traded pursuant to Rule 144 by holders other than the Company’s affiliates or holders that were affiliates of the Company at any time during the three months immediately preceding (as a result of restrictions pursuant to U.S. securities laws or the terms of the Indenture or the Convertible Notes), the Company will pay additional interest on the Convertible Notes at a rate equal to 1.00% per annum of the principal amount of the Convertible Notes outstanding, in each case for each day for which the Company’s failure to file has occurred and is continuing or the Convertible Notes are not otherwise able to be traded pursuant to Rule 144 as described above. Initially, a maximum of 36,214,960 shares of common stock may be issued upon conversion of the Convertible Notes, based on the initial maximum conversion rate of 233.6449 shares of the Company’s common stock per $1,000 principal amount of Convertible Notes, which is subject to customary and other adjustments described in the Indenture. Wells Fargo Equipment Lease-Ohio On October 29, 2021, the Company repaid in full the amounts owed to Wells Fargo for the equipment lease with the funds raised through the sale of the Convertible Notes described above. EBC Lenders Paid Off |
SUMMARY OF CRITICAL ACCOUNTIN_2
SUMMARY OF CRITICAL ACCOUNTING POLICIES AND ESTIMATES (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Cash, Cash Equivalents and Restricted Cash | Cash, Cash Equivalents and Restricted CashThe Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. |
Inventory | Inventory Inventories of products consist of feedstocks, refined petroleum products and recovered ferrous and non-ferrous metals and are reported at the lower of cost or net realizable value. Cost is determined using the first-in, first-out (“ FIFO ”) method. The Company reviews its inventory commodities for impairment whenever events or circumstances indicate that the value may not be recoverable. |
Impairment of long-lived assets | Impairment of long-lived assets The Company evaluates the carrying value and recoverability of its long-lived assets when circumstances warrant such evaluation by applying the provisions of the Financial Accounting Standards Board (“ FASB ”) Accounting Standards Codification (“ ASC |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect reported amounts of assets and liabilities, disclosure of contingent assets and liabilities, and reported amounts of revenue and expenses. Actual results could differ from these estimates. Any effects on the business, financial position or results of operations from revisions to these estimates are recorded in the period in which the facts that give rise to the revision become known. |
Reclassification of Prior Year Presentation | Reclassification of Prior Year PresentationCertain prior period amounts have been reclassified to conform to current period presentation. These reclassifications had no effect on the reported results of operations. |
Redeemable Noncontrolling Interest | Redeemable Noncontrolling Interests As more fully described in “ Note 14. Share Purchase and Subscription Agreements ”, the Company is party to put/call option agreements with the holder of Vertex Refining Myrtle Grove LLC (“MG SPV”) and HPRM LLC, a Delaware limited liability company, (“Heartland SPV”), which entities were formed as special purpose vehicles in connection with the transactions described in greater detail below, non-controlling interests. The put options permit MG SPV’s and Heartland SPV’s non-controlling interest holders, at any time on or after the earlier of (a) the fifth anniversary of the applicable closing date of such issuances and (ii) the occurrence of certain triggering events (an “MG Redemption” and “Heartland Redemption”, as applicable) to require MG SPV and Heartland SPV to redeem the non-controlling interest from the holder of such interest. Per the agreements, the cash purchase price for such redeemed Class B Units (MG SPV) and Class A Units (Heartland SPV) is the greater of (y) the fair market value of such units (without discount for illiquidity, minority status or otherwise) as determined by a qualified third party agreed to in writing by a majority of the holders seeking an MG SPV Redemption and Heartland SPV Redemption and Vertex Operating, LLC, our wholly-owned subsidiary (“Vertex Operating”) (provided that Vertex Operating still owns Class A Units (as to MG SPV) or Class B Units (as to Heartland SPV) on such date, as applicable) and (z) the original per-unit price for such Class B Units/Class A Units plus any unpaid Class A/Class B preference. The preference is defined as the greater of (A) the aggregate unpaid “Class B/Class A Yield” (equal to an annual return of 22.5% per annum) and (B) an amount equal to fifty percent (50%) of the aggregate capital invested by the Class B/Class A Unit holders. The agreements also permit the Company to acquire the non-controlling interest from the holders thereof upon certain events. Applicable accounting guidance requires an equity instrument that is redeemable for cash or other assets to be classified outside of permanent equity if it is redeemable (a) at a fixed or determinable price on a fixed or determinable date, (b) at the option of the holder, or (c) upon the occurrence of an event that is not solely within the control of the issuer. Based on this guidance, the Company has classified the MG SPV and Heartland SPV non-controlling interests between the liabilities and equity sections of the accompanying September 30, 2021 and December 31, 2020 consolidated balance sheets. If an equity instrument subject to the guidance is currently redeemable, the instrument is adjusted to its maximum redemption amount at the balance sheet date. If the equity instrument subject to the guidance is not currently redeemable but it is probable that the equity instrument will become redeemable (for example, when the redemption depends solely on the passage of time), the guidance permits either of the following measurement methods: (a) accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument using an appropriate methodology, or (b) recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The amount presented in temporary equity should be no less than the initial amount reported in temporary equity for the instrument. Because the MG SPV and Heartland SPV equity instruments will become redeemable solely based on the passage of time, the Company determined that it is probable that the MG SPV and Heartland SPV equity instruments will become redeemable. The Company has elected to apply the second of the two measurement options described above. An adjustment to the carrying amount of a non-controlling interest from the application of the above guidance does not impact net income or loss in the consolidated financial statements. Rather, such adjustments are treated as equity transactions. |
Variable Interest Entities | Variable Interest Entities The Company accounts for the investments it makes in certain legal entities in which equity investors do not have (1) sufficient equity at risk for the legal entity to finance its activities without additional subordinated financial support, (2) as a group (the holders of the equity investment at risk), either the power, through voting or similar rights, to direct the activities of the legal entity that most significantly impacts the entity’s economic performance, or (3) the obligation to absorb the expected losses of the legal entity or the right to receive expected residual returns of the legal entity. These certain legal entities are referred to as “variable interest entities” or “VIEs.” The Company consolidates the results of any such entity in which it determines that it has a controlling financial interest. The Company has a “controlling financial interest” in such an entity if the Company has both the power to direct the activities that most significantly affect the VIE’s economic performance and the obligation to absorb the losses of, or right to receive benefits from, the VIE that could be potentially significant to the VIE. On a quarterly basis, the Company reassesses whether it has a controlling financial interest in any investments it has in these certain legal entities. |
Assets and Liabilities Held for Sale/Discontinued Operations | Assets and Liabilities Held for Sale The Company classifies disposal groups as held for sale in the period in which all of the following criteria are met: (1) management, having the authority to approve the action, commits to a plan to sell the disposal group; (2) the disposal group is available for immediate sale in its present condition subject only to terms that are usual and customary for sales of such disposal groups; (3) an active program to locate a buyer or buyers and other actions required to complete the plan to sell the disposal group have been initiated; (4) the sale of the disposal group is probable, and transfer of the disposal group is expected to qualify for recognition as a completed sale, within one year, except if events or circumstances beyond the Company’s control extend the period of time required to sell the disposal group beyond one year; (5) the disposal group is being actively marketed for sale at a price that is reasonable in relation to its current fair value; and (6) actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn. A disposal group that is classified as held for sale is initially measured at the lower of its carrying amount or fair value less any costs to sell. Any loss resulting from this measurement is recognized in the period in which the held for sale criteria are met. No loss was recognized during the periods presented. Subsequent changes in the fair value of a disposal group less any costs to sell are reported as an adjustment to the carrying amount of the disposal group, as long as the new carrying amount does not exceed the carrying amount of the asset at the time it was initially classified as held for sale. Upon determining that a disposal group meets the criteria to be classified as held for sale, the Company reports the assets and liabilities of the disposal group for all periods presented in the line items assets held for sale and liabilities held for sale, respectively, in the consolidated balance sheets. Discontinued Operations The results of operations of a component of the Company that can be clearly distinguished, operationally and for financial reporting purposes, that either has been disposed of or is classified as held for sale is reported in discontinued operations, if the disposal represents a strategic shift that has, or will have, a major effect on the Company’s operations and financial results. |
SUMMARY OF CRITICAL ACCOUNTIN_3
SUMMARY OF CRITICAL ACCOUNTING POLICIES AND ESTIMATES (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Summary of restrictions on cash and cash equivalents | The following table provides a reconciliation of cash and cash equivalents and restricted cash reported within the consolidated balance sheets to the same such amounts shown in the consolidated statements of cash flows. September 30, 2021 December 31, 2020 Cash and cash equivalents $ 12,112,577 $ 10,895,044 Restricted cash 100,125 100,125 Cash and cash equivalents and restricted cash as shown in the consolidated statements of cash flows $ 12,212,702 $ 10,995,169 |
Schedule of cash and cash equivalents | The following table provides a reconciliation of cash and cash equivalents and restricted cash reported within the consolidated balance sheets to the same such amounts shown in the consolidated statements of cash flows. September 30, 2021 December 31, 2020 Cash and cash equivalents $ 12,112,577 $ 10,895,044 Restricted cash 100,125 100,125 Cash and cash equivalents and restricted cash as shown in the consolidated statements of cash flows $ 12,212,702 $ 10,995,169 |
CONCENTRATIONS, SIGNIFICANT C_2
CONCENTRATIONS, SIGNIFICANT CUSTOMERS, COMMITMENTS AND CONTINGENCIES (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Concentrations, Significant Customers, Commitments And Contingencies Disclosure [Abstract] | |
Schedule of concentrations | At September 30, 2021 and 2020 and for each of the nine months then ended, the Company’s revenues and receivables were comprised of the following customer concentrations: Nine Months Ended September 30, 2021 Nine Months Ended % of % of % of % of Customer 1 22% 17% 18% 16% Customer 2 16% 13% 9% 11% Customer 3 14% 11% 7% —% Customer 4 13% 14% 15% —% For each of the nine months ended September 30, 2021 and 2020, the Company’s segment revenues were comprised of the following customer concentrations: % of Revenue by Segment % Revenue by Segment Nine Months Ended September 30, 2021 Nine Months Ended September 30, 2020 Black Oil Refining Recovery Black Oil Refining Recovery Customer 1 —% 27% —% —% 25% —% Customer 2 —% 20% —% —% 13% —% Customer 3 —% —% 73% —% —% 28% Customer 4 —% 16% —% —% 20% —% |
REVENUES (Tables)
REVENUES (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of revenue | The following tables present our revenues disaggregated by geographical market and revenue source: Three Months Ended September 30, 2021 Black Oil Refining & Marketing Recovery Total Primary Geographical Markets Southern United States $ 446,676 $ 24,572,390 $ 3,955,405 $ 28,974,471 Sources of Revenue Pygas $ — $ 3,736,534 $ — $ 3,736,534 Industrial fuel — 417,096 — 417,096 Distillates — 20,418,760 — 20,418,760 Oil collection services 158,676 — 158,676 Metals — — 3,669,411 3,669,411 Other re-refinery products — — 285,994 285,994 VGO/Marine fuel sales 288,000 — — 288,000 Total revenues $ 446,676 $ 24,572,390 $ 3,955,405 $ 28,974,471 Nine Months Ended September 30, 2021 Black Oil Refining & Marketing Recovery Total Primary Geographical Markets Southern United States $ 1,300,220 $ 67,683,034 $ 15,840,222 $ 84,823,476 Sources of Revenue Pygas $ — $ 10,570,907 $ — $ 10,570,907 Industrial fuel — 1,138,311 — 1,138,311 Distillates — 55,973,816 — 55,973,816 Oil collection services 436,220 — 3,423 439,643 Metals — — 15,464,375 15,464,375 Other re-refinery products — — 372,424 372,424 VGO/Marine fuel sales 864,000 — — 864,000 Total revenues $ 1,300,220 $ 67,683,034 $ 15,840,222 $ 84,823,476 Three Months Ended September 30, 2020 Black Oil Refining & Marketing Recovery Total Primary Geographical Markets Southern United States $ 288,000 $ 13,501,751 $ 2,459,561 $ 16,249,312 Sources of Revenue Pygas $ — $ 1,184,434 $ — $ 1,184,434 Industrial fuel — 82,644 — 82,644 Distillates — 12,234,673 — 12,234,673 Metals — — 2,459,561 2,459,561 VGO/Marine fuel sales 288,000 — — 288,000 Total revenues $ 288,000 $ 13,501,751 $ 2,459,561 $ 16,249,312 Nine Months Ended September 30, 2020 Black Oil Refining & Marketing Recovery Total Primary Geographical Markets Southern United States $ 864,000 $ 22,309,670 $ 7,286,936 $ 30,460,606 Sources of Revenue Pygas $ — $ 4,815,040 $ — $ 4,815,040 Industrial fuel — 135,396 — 135,396 Distillates — 17,359,234 — 17,359,234 Metals — — 7,286,936 7,286,936 VGO/Marine fuel sales 864,000 — — 864,000 Total revenues $ 864,000 $ 22,309,670 $ 7,286,936 $ 30,460,606 |
ACCOUNTS RECEIVABLE (Tables)
ACCOUNTS RECEIVABLE (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Receivables [Abstract] | |
Schedule of accounts receivable | Accounts receivable, net, consists of the following at September 30, 2021 and December 31, 2020: September 30, 2021 December 31, 2020 Accounts receivable trade $ 6,779,049 $ 5,211,621 Allowance for doubtful accounts (982,565) (352,774) Accounts receivable trade, net $ 5,796,484 $ 4,858,847 |
LINE OF CREDIT AND LONG-TERM _2
LINE OF CREDIT AND LONG-TERM DEBT (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of outstanding debt facilities | The Company's outstanding debt facilities as of September 30, 2021 and December 31, 2020 are summarized as follows: Creditor Loan Type Origination Date Maturity Date Loan Amount Balance on September 30, 2021 Balance on December 31, 2020 Encina Business Credit, LLC Term Loan February 1, 2017 February 1, 2022 $ 20,000,000 $ 9,758,000 $ 5,433,000 Encina Business Credit SPV, LLC Revolving Note February 1, 2017 February 1, 2022 $ 10,000,000 — 133,446 Encina Business Credit, LLC Capex Loan August 7, 2020 February 1, 2022 $ 2,000,000 1,102,170 1,378,819 Wells Fargo Equipment Lease-Ohio Finance Lease April-May, 2019 April-May, 2024 $ 621,000 346,321 436,411 John Deere Note Note May 27, 2020 June 24, 2024 $ 152,643 103,414 131,303 Loan-Leverage Lubricants SBA Loan July 18, 2020 July 18, 2050 $ 58,700 58,700 — Well Fargo Equipment Lease-VRM LA Finance Lease March, 2018 March, 2021 $ 30,408 — 1,804 Texas Citizens Bank PPP Loan May 5, 2020 April 28, 2022 $ 4,222,000 — 4,222,000 Various institutions Insurance premiums financed Various < 1 year $ 2,902,428 3,562,608 1,183,543 Total $ 14,931,213 $ 12,920,326 Deferred finance costs (62,500) — Total, net of deferred finance costs $ 14,868,713 $ 12,920,326 |
Schedule of future maturities of notes payable | Future contractual maturities of notes payable as of September 30, 2021 are summarized as follows: Creditor Year 1 Year 2 Year 3 Year 4 Year 5 Thereafter Encina Business Credit, LLC $ 9,758,000 $ — $ — $ — $ — $ — Encina Business Credit, LLC 1,102,170 — — — — — John Deere Note 37,991 38,933 26,490 — — — Well Fargo Equipment Lease- Ohio 346,321 — — — — — Loan-Leverage Lubricants — 683 1,290 1,340 1,391 53,996 Various institutions 3,562,608 — — — — — Totals $ 14,807,090 $ 39,616 $ 27,780 $ 1,340 $ 1,391 $ 53,996 Deferred finance costs, net (62,500) — — — — — Totals, net of deferred finance costs $ 14,744,590 $ 39,616 $ 27,780 $ 1,340 $ 1,391 $ 53,996 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of reconciliation of basic and diluted earnings per share | The following is a reconciliation of the numerator and denominator for basic and diluted earnings per share for the three and nine months ended September 30, 2021 and 2020: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Basic loss per Share Numerator: Net income (loss) available to shareholders from continuing operations $ 7,066,459 $ (3,073,064) $ (16,747,698) $ (19,717,769) Net income (loss) available to shareholders from discontinued operations, net of tax 878,357 (1,270,814) 5,281,177 (5,359,079) Net income (loss) available to common shareholders $ 7,944,816 $ (4,343,878) $ (11,466,521) $ (25,076,848) Denominator: Weighted-average common shares outstanding 61,348,508 45,554,841 53,963,617 45,494,235 Continuing operations $ 0.12 $ (0.07) $ (0.31) $ (0.43) Discontinued operations, net of tax $ 0.01 $ (0.03) $ 0.10 $ (0.12) Basic earnings (loss) per share $ 0.13 $ (0.10) $ (0.21) $ (0.55) Diluted Earnings per Share Numerator: Net income (loss) available to shareholders from continuing operations $ 7,066,459 $ (3,073,064) $ (16,747,698) $ (19,717,769) Net income (loss) available to shareholders from discontinued operations, net of tax 878,357 (1,270,814) 5,281,177 (5,359,079) Net income (loss) available to common shareholders $ 7,944,816 $ (4,343,878) $ (11,466,521) $ (25,076,848) Denominator: Weighted-average shares outstanding 61,348,508 45,554,841 53,963,617 45,494,235 Effect of dilutive securities Stock options and warrants 2,871,217 — — — Preferred stock 385,601 — — — Diluted weighted-average shares outstanding 64,605,326 45,554,841 53,963,617 45,494,235 Continuing operations $ 0.11 $ (0.07) $ (0.31) $ (0.43) Discontinued operations, net of tax $ 0.01 $ (0.03) $ 0.10 $ (0.12) Diluted earnings (loss) per share $ 0.12 $ (0.10) $ (0.21) $ (0.55) |
PREFERRED STOCK AND DETACHABL_2
PREFERRED STOCK AND DETACHABLE WARRANTS (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
Summary of temporary equity | The following table represents the activity related to the Series B Preferred Stock, classified as Temporary Equity on the accompanying unaudited consolidated balance sheet, during the nine months ended September 30, 2021 and 2020: 2021 2020 Balance at beginning of period $ 12,718,339 $ 11,006,406 Less: conversions of shares to common (8,446,837) — Less: exchanges of shares to common (4,747,250) — Plus: discount accretion — 854,364 Plus: dividends in kind 475,748 547,349 Balance at end of period $ — $ 12,408,119 The following table represents the activity related to the Series B1 Preferred Stock, classified as Temporary Equity on the accompanying unaudited consolidated balance sheet, for the nine months ended September 30, 2021 and 2020: 2021 2020 Balance at beginning of period $ 11,036,173 $ 12,743,047 Less: conversions of shares to common (12,046,441) (3,368,474) Plus: discount accretion 507,282 646,031 Plus: dividends in kind 502,986 546,557 Balance at end of period $ — $ 10,567,161 |
Schedule of liabilities with unobservable inputs | The following is an analysis of changes in the derivative liability for the nine months ended September 30: Level Three Roll-Forward 2021 2020 Balance at beginning of period $ 330,412 $ 1,969,216 Value of warrants exercised (10,637,914) — Change in valuation of warrants 11,380,122 (1,844,369) Balance at end of period $ 1,072,620 $ 124,847 |
SEGMENT REPORTING (Tables)
SEGMENT REPORTING (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Segment Reporting [Abstract] | |
Schedule of the company's reportable segment information | Segment information for the three and nine months ended September 30, 2021 and 2020 is as follows: THREE MONTHS ENDED SEPTEMBER 30, 2021 Black Oil Refining & Recovery Total Revenues: Pygas $ — $ 3,736,534 $ — $ 3,736,534 Industrial fuel — 417,096 — 417,096 Distillates (1) — 20,418,760 — 20,418,760 Oil collection services 158,676 — 158,676 Metals (2) — — 3,669,411 3,669,411 Other re-refinery products (3) — — 285,994 285,994 VGO/Marine fuel sales 288,000 — — 288,000 Total revenues 446,676 24,572,390 3,955,405 28,974,471 Cost of revenues (exclusive of depreciation and amortization shown separately below) 402,988 23,897,264 3,761,246 28,061,498 Depreciation and amortization attributable to costs of revenues 18,420 29,844 78,531 126,795 Gross profit (loss) 25,268 645,282 115,628 786,178 Selling, general and administrative expenses 3,675,190 1,034,024 235,505 4,944,719 Depreciation and amortization attributable to operating expenses 26,916 — — 26,916 Loss from operations $ (3,676,838) $ (388,742) $ (119,877) $ (4,185,457) THREE MONTHS ENDED SEPTEMBER 30, 2020 Black Oil Refining & Recovery Total Revenues: Pygas $ — $ 1,184,434 $ — $ 1,184,434 Industrial fuel — 82,644 — 82,644 Distillates (1) — 12,234,673 — 12,234,673 Oil collection services — — — — Metals (2) — — 2,459,561 2,459,561 Other re-refinery products (3) — — — — VGO/Marine fuel sales 288,000 — — 288,000 Total revenues 288,000 13,501,751 2,459,561 16,249,312 Cost of revenues (exclusive of depreciation and amortization shown separately below) 189,947 13,217,757 1,917,210 15,324,914 Depreciation and amortization attributable to costs of revenues 3,985 31,829 79,748 115,562 Gross profit 94,068 252,165 462,603 808,836 Selling, general and administrative expenses 987,424 696,611 148,032 1,832,067 Depreciation and amortization attributable to operating expenses 26,916 1,086 — 28,002 Income (loss) from operations $ (920,272) $ (445,532) $ 314,571 $ (1,051,233) NINE MONTHS ENDED SEPTEMBER 30, 2021 Black Oil Refining & Recovery Total Revenues: Pygas $ — $ 10,570,907 $ — $ 10,570,907 Industrial fuel — 1,138,311 — 1,138,311 Distillates (1) — 55,973,816 — 55,973,816 Oil collection services 436,220 — 3,423 439,643 Metals (2) — — 15,464,375 15,464,375 Other re-refinery products (3) — — 372,424 372,424 VGO/Marine fuel sales 864,000 — — 864,000 Total revenues 1,300,220 67,683,034 15,840,222 84,823,476 Cost of revenues (exclusive of depreciation and amortization shown separately below) 1,045,608 64,503,727 13,770,343 79,319,678 Depreciation and amortization attributable to costs of revenues 56,983 97,658 204,264 358,905 Gross profit (loss) 197,629 3,081,649 1,865,615 5,144,893 Selling, general and administrative expenses 9,030,142 2,481,541 600,268 12,111,951 Depreciation and amortization attributable to operating expenses 80,748 — — 80,748 Income (loss) from operations $ (8,913,261) $ 600,108 $ 1,265,347 $ (7,047,806) NINE MONTHS ENDED SEPTEMBER 30, 2020 Black Oil Refining & Recovery Total Revenues: Pygas $ — $ 4,815,040 $ — $ 4,815,040 Industrial fuel — 135,396 — 135,396 Distillates (1) — 17,359,234 — 17,359,234 Oil collection services — — — — Metals (2) — — 7,286,936 7,286,936 Other re-refinery products (3) — — — VGO/Marine fuel sales 864,000 — — 864,000 Total revenues 864,000 22,309,670 7,286,936 30,460,606 Cost of revenues (exclusive of depreciation and amortization shown separately below) $ 567,898 $ 21,750,686 $ 6,280,290 28,598,874 Depreciation and amortization attributable to costs of revenues 3,985 101,152 222,535 327,672 Gross profit 292,117 457,832 784,111 1,534,060 Selling, general and administrative expenses 3,780,366 1,867,028 396,656 6,044,050 Depreciation and amortization attributable to operating expenses 44,860 3,258 — 48,118 Income (loss) from operations $ (3,533,109) $ (1,412,454) $ 387,455 $ (4,558,108) (1) Distillates are finished fuel products such as gasoline and diesel fuels. (2) Metals consist of recoverable ferrous and non-ferrous recyclable metals from manufacturing and consumption. Scrap metal can be recovered from pipes, barges, boats, building supplies, surplus equipment, tanks, and other items consisting of metal composition. These materials are segregated, processed, cut-up and sent back to a steel mill for re-purposing. (3) Other re-refinery products include the sales of asphalt, condensate, recovered products, and other petroleum products. |
COMMODITY DERIVATIVE INSTRUME_2
COMMODITY DERIVATIVE INSTRUMENTS (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of derivative instruments | The fair value of the crude oil futures agreements is based on the difference between the strike price and the New York Mercantile Exchange futures price for the applicable trading months. As of September 30, 2021 Contract Type Contract Period Weighted Average Strike Price (Barrels) Remaining Volume (Barrels) Fair Value Futures Sep. 2021- Oct. 2021 $ 98.22 35,000 $ (155,929) As of December 31, 2020 Contract Type Contract Period Weighted Average Strike Price (Barrels) Remaining Volume (Barrels) Fair Value Futures Dec. 2020-Mar. 2021 $ 62.33 55,000 $ (94,214) |
Schedule of fair value of derivative instruments within balance sheet | The carrying values of the Company’s derivatives positions and their locations on the consolidated balance sheets as of September 30, 2021 and December 31, 2020 are presented in the table below. Balance Sheet Classification Contract Type 2021 2020 Derivative commodity liability Futures $ (155,929) $ (94,214) |
LEASES (Tables)
LEASES (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Leases [Abstract] | |
Schedule of maturities of operating lease liabilities | Maturities of our lease liabilities for all operating leases are as follows as of September 30, 2021: September 30, 2021 Facilities Equipment Plant Total Year 1 $ 214,937 $ 7,500 $ 650,257 $ 872,694 Year 2 195,017 7,500 650,257 852,774 Year 3 38,400 7,500 650,257 696,157 Year 4 38,400 4,375 650,257 693,032 Year 5 12,800 — 650,257 663,057 Thereafter — — 3,684,844 3,684,844 Total lease payments $ 499,554 $ 26,875 $ 6,936,129 $ 7,462,558 Less: interest (58,160) (2,626) (2,551,660) (2,612,446) Present value of operating lease liabilities $ 441,394 $ 24,249 $ 4,384,469 $ 4,850,112 |
Schedule of operating lease weighted average remaining lease terms and discount rates | The weighted average remaining lease terms and discount rates for all of our operating leases were as follows as of September 30, 2021: Remaining lease term and discount rate: September 30, 2021 Weighted average remaining lease terms (years) Lease facilities 5.20 Lease equipment 0.60 Lease plant 11.50 Weighted average discount rate Lease facilities 9.05 % Lease equipment 8.00 % Lease plant 9.37 % |
SHARE PURCHASE AND SUBSCRIPTI_2
SHARE PURCHASE AND SUBSCRIPTION AGREEMENTS (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
Reconciliation of changes in redeemable noncontrolling interest | The table below presents the reconciliation of changes in redeemable noncontrolling interest relating to MG SPV as of September 30, 2021 and 2020. September 30, 2021 September 30, 2020 Beginning balance $ 5,472,841 $ 4,396,894 Net loss attributable to redeemable non-controlling interest (200,218) (120,031) Change in ownership — 71,171 Accretion of non-controlling interest to redemption value 1,176,683 833,354 Ending balance $ 6,449,306 $ 5,181,388 The table below presents the reconciliation of changes in redeemable noncontrolling interest relating to Heartland SPV as of September 30, 2021 and 2020. September 30, 2021 September 30, 2020 Beginning balance $ 26,138,833 $ — Initial adjustment of carrying amount of non-controlling interest — 11,908,932 Net income attributable to redeemable non-controlling interest 7,183,268 35,449 Accretion of non-controlling interest to redemption value — 12,802,442 Ending balance $ 33,322,101 $ 24,746,823 |
Schedule of variable interest entities | The following table summarizes the carrying amounts of Heartland SPV’s assets and liabilities included in the Company’s consolidated balance sheets at September 30, 2021 and December 31, 2020: September 30, 2021 December 31, 2020 Cash and cash equivalents $ 7,229,786 $ 7,890,886 Accounts receivable, net 7,601,929 3,591,468 Inventory 927,810 629,667 Prepaid expense and other current assets 1,567,763 926,203 Total current assets 17,327,288 13,038,224 Fixed assets, net 7,290,467 6,549,139 Finance lease right-of-use assets 805,313 1,031,353 Operating lease right-of-use assets 237,217 299,758 Intangible assets, net 876,440 1,064,624 Other assets 106,643 108,643 Total assets $ 26,643,368 $ 22,091,741 Accounts payable $ 2,290,245 $ 1,753,160 Accrued expenses 630,442 307,340 Finance lease liability-current 692,274 346,029 Operating lease liability-current 181,644 251,037 Total current liabilities 3,794,605 2,657,566 Finance lease liability-long term — 643,446 Operating lease liability-long term 55,573 48,721 Total liabilities $ 3,850,178 $ 3,349,733 |
DISCONTINUED OPERATIONS (Tables
DISCONTINUED OPERATIONS (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of Disposal Groups Including Discontinued Operations Income Statement and Balance Sheet | The following summarized financial information has been segregated from continuing operations and reported as Discontinued Operations for the three and nine months ended September 30, 2021, and 2020. Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Revenues $ 36,950,919 $ 21,422,320 $ 104,956,817 $ 65,364,581 Cost of revenues (exclusive of depreciation shown separately below) 26,867,718 15,861,769 71,860,804 51,622,468 Depreciation and amortization attributable to costs of revenues 1,294,157 971,258 3,803,216 3,175,134 Gross profit 8,789,044 4,589,293 29,292,797 10,566,979 Operating expenses: Selling, general and administrative expenses 4,938,494 4,697,503 15,099,782 13,792,598 Depreciation and amortization expense attributable to operating expenses 455,953 681,209 1,367,859 1,593,115 Total Operating expenses 5,394,447 5,378,712 16,467,641 15,385,713 Income (loss) from operations 3,394,597 (789,419) 12,825,156 (4,818,734) Other income (expense) Other income (expense) — — — 101 Interest expense (116,099) (137,514) (360,711) (504,997) Total other income (expense) (116,099) (137,514) (360,711) (504,896) Income (loss) before income tax 3,278,498 (926,933) 12,464,445 (5,323,630) Income tax benefit (expense) — — — — Income (loss) from discontinued operations, net of tax 3,278,498 $ (926,933) $ 12,464,445 $ (5,323,630) The assets and liabilities held for sale on the Consolidated Balance Sheets as of September 30, 2021 and December 31, 2020 are as follows September 30, 2021 December 31, 2020 ASSETS Accounts receivable, net $ 10,756,838 $ 6,280,086 Inventory 6,119,150 2,981,551 Prepaid expenses 370,184 1,269,310 Property and equipment, at cost 32,188,708 — Finance lease right-of-use assets 1,209,827 — Operating lease right-of use assets 28,898,931 — Intangible assets, net 7,563,036 — Other assets 563,493 — Total current assets 87,670,167 10,530,947 Property and equipment, at cost — 32,517,979 Finance lease right-of-use assets — 1,518,611 Operating lease right-of use assets — 28,581,379 Intangible assets, net — 8,930,895 Other assets — 615,293 Total noncurrent assets — 72,164,157 Assets held for sale $ 87,670,167 $ 82,695,104 LIABILITIES AND EQUITY Current liabilities Accounts payable $ 6,824,664 $ 8,065,368 Accrued expenses 2,355,719 1,072,873 Finance lease liability-current 686,402 373,529 Operating lease liability-current 28,898,931 4,831,038 Total current liabilities 38,765,716 14,342,808 Finance lease liability-noncurrent — 630,099 Operating lease liability-noncurrent — 23,750,341 Total noncurrent liabilities — 24,380,440 Liabilities held for sale $ 38,765,716 $ 38,723,248 |
BASIS OF PRESENTATION AND NAT_2
BASIS OF PRESENTATION AND NATURE OF OPERATIONS (Details) | Jun. 29, 2021 | Mar. 31, 2020 |
Safety-Kleen | Vertex Operating, Vertex Refining, LLC, Vertex Refining OH, LLC, Cedar Marine Terminals, L.P. and H & H Oil, L.P. | ||
Product Information | ||
Percentage of indirect ownership before transaction (as a percent) | 35.00% | |
Percentage of ownership before transaction (as a percent) | 65.00% | |
Hydrocarbons | ||
Product Information | ||
Percentage of decrease in prices (as a percent) | 67.00% |
SUMMARY OF CRITICAL ACCOUNTIN_4
SUMMARY OF CRITICAL ACCOUNTING POLICIES AND ESTIMATES - Summary of Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2019 |
Accounting Policies [Abstract] | ||||
Cash and cash equivalents | $ 12,112,577 | $ 10,895,044 | ||
Restricted cash | 100,125 | 100,125 | ||
Cash and cash equivalents and restricted cash as shown in the consolidated statements of cash flows | $ 12,212,702 | $ 10,995,169 | $ 15,653,104 | $ 4,199,825 |
SUMMARY OF CRITICAL ACCOUNTIN_5
SUMMARY OF CRITICAL ACCOUNTING POLICIES AND ESTIMATES - Narrative (Details) - USD ($) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2021 | Sep. 30, 2021 | |
New Accounting Pronouncements or Change in Accounting Principle | ||
Asset impairment | $ 0 | $ 0 |
Common Class B and Class A | ||
New Accounting Pronouncements or Change in Accounting Principle | ||
Annual return (as a percent) | 22.50% | |
Percentage of aggregate capital investment to be added to original per-unit price to determine cash purchase price (as a percent) | 50.00% |
CONCENTRATIONS, SIGNIFICANT C_3
CONCENTRATIONS, SIGNIFICANT CUSTOMERS, COMMITMENTS AND CONTINGENCIES - Customer Concentrations (Details) - Customer concentration risk | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Revenues | Customer 1 | ||
Revenue, Major Customer | ||
Concentration percentage (as a percent) | 22.00% | 18.00% |
Revenues | Customer 1 | Black Oil | ||
Revenue, Major Customer | ||
Concentration percentage (as a percent) | 0.00% | 0.00% |
Revenues | Customer 1 | Refining | ||
Revenue, Major Customer | ||
Concentration percentage (as a percent) | 27.00% | 25.00% |
Revenues | Customer 1 | Recovery | ||
Revenue, Major Customer | ||
Concentration percentage (as a percent) | 0.00% | 0.00% |
Revenues | Customer 2 | ||
Revenue, Major Customer | ||
Concentration percentage (as a percent) | 16.00% | 9.00% |
Revenues | Customer 2 | Black Oil | ||
Revenue, Major Customer | ||
Concentration percentage (as a percent) | 0.00% | 0.00% |
Revenues | Customer 2 | Refining | ||
Revenue, Major Customer | ||
Concentration percentage (as a percent) | 20.00% | 13.00% |
Revenues | Customer 2 | Recovery | ||
Revenue, Major Customer | ||
Concentration percentage (as a percent) | 0.00% | 0.00% |
Revenues | Customer 3 | ||
Revenue, Major Customer | ||
Concentration percentage (as a percent) | 14.00% | 7.00% |
Revenues | Customer 3 | Black Oil | ||
Revenue, Major Customer | ||
Concentration percentage (as a percent) | 0.00% | 0.00% |
Revenues | Customer 3 | Refining | ||
Revenue, Major Customer | ||
Concentration percentage (as a percent) | 0.00% | 0.00% |
Revenues | Customer 3 | Recovery | ||
Revenue, Major Customer | ||
Concentration percentage (as a percent) | 73.00% | 28.00% |
Revenues | Customer 4 | ||
Revenue, Major Customer | ||
Concentration percentage (as a percent) | 13.00% | 15.00% |
Revenues | Customer 4 | Black Oil | ||
Revenue, Major Customer | ||
Concentration percentage (as a percent) | 0.00% | 0.00% |
Revenues | Customer 4 | Refining | ||
Revenue, Major Customer | ||
Concentration percentage (as a percent) | 16.00% | 20.00% |
Revenues | Customer 4 | Recovery | ||
Revenue, Major Customer | ||
Concentration percentage (as a percent) | 0.00% | 0.00% |
Receivables | Customer 1 | ||
Revenue, Major Customer | ||
Concentration percentage (as a percent) | 17.00% | 16.00% |
Receivables | Customer 2 | ||
Revenue, Major Customer | ||
Concentration percentage (as a percent) | 13.00% | 11.00% |
Receivables | Customer 3 | ||
Revenue, Major Customer | ||
Concentration percentage (as a percent) | 11.00% | 0.00% |
Receivables | Customer 4 | ||
Revenue, Major Customer | ||
Concentration percentage (as a percent) | 14.00% | 0.00% |
CONCENTRATIONS, SIGNIFICANT C_4
CONCENTRATIONS, SIGNIFICANT CUSTOMERS, COMMITMENTS AND CONTINGENCIES - Narrative (Details) | 9 Months Ended | |||
Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) | May 01, 2021 | Feb. 12, 2016lawsuit | |
Revenue, Major Customer | ||||
Related party payments | $ | $ 564,175 | $ 56,971 | ||
Leverage Lubricants LLC | ||||
Revenue, Major Customer | ||||
Ownership percentage (as a percent) | 51.00% | |||
Vertex Refining LA, LLC | ||||
Revenue, Major Customer | ||||
Number of lawsuits named as defendant | lawsuit | 5 |
CONCENTRATIONS, SIGNIFICANT C_5
CONCENTRATIONS, SIGNIFICANT CUSTOMERS, COMMITMENTS AND CONTINGENCIES - Purchase and Sale Agreement (Details) bbl / d in Thousands, bbl in Millions | Nov. 01, 2021USD ($) | Jun. 29, 2021USD ($) | May 26, 2021USD ($)abbl / dbbl | Dec. 31, 2021USD ($) |
Deposit Note | Seller | ||||
Revenue, Major Customer | ||||
Promissory note | $ 10,000,000 | |||
Debt instrument, stated rate (as a percent) | 12.00% | |||
Debt instrument term, option one | 45 days | |||
Debt instrument term, option two | 5 years | |||
Capital Addition Purchase Commitments | Vertex Operating, Vertex Refining, LLC, Vertex Refining OH, LLC, Cedar Marine Terminals, L.P. and H & H Oil, L.P. | ||||
Revenue, Major Customer | ||||
Shares of common stock placed into escrow | $ 7,000,000 | |||
Period of shares in escrow | 18 months | |||
Consecutive trading days | 10 days | |||
Amount required for escrow | $ 7,000,000 | |||
Percentage in excess of outstanding common stock | 19.90% | |||
Break-Fee | $ 3,000,000 | |||
Capital Addition Purchase Commitments | Subsequent Event | ||||
Revenue, Major Customer | ||||
Capital project | $ 13,000,000 | |||
Capital Addition Purchase Commitments | Forecast | ||||
Revenue, Major Customer | ||||
Capital project | $ 85,000,000 | |||
Amount payable after closing | 8,700,000 | |||
Seller | Capital Addition Purchase Commitments | ||||
Revenue, Major Customer | ||||
Acre site | a | 800 | |||
Nameplate annual production capacity (bbl/day) | bbl / d | 91 | |||
Percentage of annual production as distillate, gasoline and jet fuel | 70.00% | |||
Inventory acquired (barrels) | bbl | 3.2 | |||
Initial base purchase price for the assets | $ 75,000,000 | |||
Seller | Capital Addition Purchase Commitments | Forecast | ||||
Revenue, Major Customer | ||||
Purchase price adjustment and reimbursement | $ 86,700,000 | |||
Vertex Operating, Vertex Refining, LLC, Vertex Refining OH, LLC, Cedar Marine Terminals, L.P. and H & H Oil, L.P. | Capital Addition Purchase Commitments | Safety-Kleen | ||||
Revenue, Major Customer | ||||
Initial base purchase price for the assets | $ 140,000,000 | |||
Extension option, period | 90 days |
REVENUES (Details)
REVENUES (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Disaggregation of Revenue | ||||
Total revenues | $ 28,974,471 | $ 16,249,312 | $ 84,823,476 | $ 30,460,606 |
Pygas | ||||
Disaggregation of Revenue | ||||
Total revenues | 3,736,534 | 1,184,434 | 10,570,907 | 4,815,040 |
Industrial fuel | ||||
Disaggregation of Revenue | ||||
Total revenues | 417,096 | 82,644 | 1,138,311 | 135,396 |
Distillates | ||||
Disaggregation of Revenue | ||||
Total revenues | 20,418,760 | 12,234,673 | 55,973,816 | 17,359,234 |
Oil collection services | ||||
Disaggregation of Revenue | ||||
Total revenues | 158,676 | 0 | 439,643 | 0 |
Metals | ||||
Disaggregation of Revenue | ||||
Total revenues | 3,669,411 | 2,459,561 | 15,464,375 | 7,286,936 |
Other re-refinery products | ||||
Disaggregation of Revenue | ||||
Total revenues | 285,994 | 0 | 372,424 | 0 |
VGO/Marine fuel sales | ||||
Disaggregation of Revenue | ||||
Total revenues | 288,000 | 288,000 | 864,000 | 864,000 |
Black Oil | ||||
Disaggregation of Revenue | ||||
Total revenues | 446,676 | 288,000 | 1,300,220 | 864,000 |
Black Oil | Pygas | ||||
Disaggregation of Revenue | ||||
Total revenues | 0 | 0 | 0 | 0 |
Black Oil | Industrial fuel | ||||
Disaggregation of Revenue | ||||
Total revenues | 0 | 0 | 0 | 0 |
Black Oil | Distillates | ||||
Disaggregation of Revenue | ||||
Total revenues | 0 | 0 | 0 | 0 |
Black Oil | Oil collection services | ||||
Disaggregation of Revenue | ||||
Total revenues | 158,676 | 0 | 436,220 | 0 |
Black Oil | Metals | ||||
Disaggregation of Revenue | ||||
Total revenues | 0 | 0 | 0 | 0 |
Black Oil | Other re-refinery products | ||||
Disaggregation of Revenue | ||||
Total revenues | 0 | 0 | 0 | 0 |
Black Oil | VGO/Marine fuel sales | ||||
Disaggregation of Revenue | ||||
Total revenues | 288,000 | 288,000 | 864,000 | 864,000 |
Refining & Marketing | ||||
Disaggregation of Revenue | ||||
Total revenues | 24,572,390 | 13,501,751 | 67,683,034 | 22,309,670 |
Refining & Marketing | Pygas | ||||
Disaggregation of Revenue | ||||
Total revenues | 3,736,534 | 1,184,434 | 10,570,907 | 4,815,040 |
Refining & Marketing | Industrial fuel | ||||
Disaggregation of Revenue | ||||
Total revenues | 417,096 | 82,644 | 1,138,311 | 135,396 |
Refining & Marketing | Distillates | ||||
Disaggregation of Revenue | ||||
Total revenues | 20,418,760 | 12,234,673 | 55,973,816 | 17,359,234 |
Refining & Marketing | Oil collection services | ||||
Disaggregation of Revenue | ||||
Total revenues | 0 | 0 | 0 | 0 |
Refining & Marketing | Metals | ||||
Disaggregation of Revenue | ||||
Total revenues | 0 | 0 | 0 | 0 |
Refining & Marketing | Other re-refinery products | ||||
Disaggregation of Revenue | ||||
Total revenues | 0 | 0 | 0 | 0 |
Refining & Marketing | VGO/Marine fuel sales | ||||
Disaggregation of Revenue | ||||
Total revenues | 0 | 0 | 0 | 0 |
Recovery | ||||
Disaggregation of Revenue | ||||
Total revenues | 3,955,405 | 2,459,561 | 15,840,222 | 7,286,936 |
Recovery | Pygas | ||||
Disaggregation of Revenue | ||||
Total revenues | 0 | 0 | 0 | 0 |
Recovery | Industrial fuel | ||||
Disaggregation of Revenue | ||||
Total revenues | 0 | 0 | 0 | 0 |
Recovery | Distillates | ||||
Disaggregation of Revenue | ||||
Total revenues | 0 | 0 | 0 | 0 |
Recovery | Oil collection services | ||||
Disaggregation of Revenue | ||||
Total revenues | 0 | 3,423 | 0 | |
Recovery | Metals | ||||
Disaggregation of Revenue | ||||
Total revenues | 3,669,411 | 2,459,561 | 15,464,375 | 7,286,936 |
Recovery | Other re-refinery products | ||||
Disaggregation of Revenue | ||||
Total revenues | 285,994 | 0 | 372,424 | |
Recovery | VGO/Marine fuel sales | ||||
Disaggregation of Revenue | ||||
Total revenues | $ 0 | $ 0 | $ 0 | $ 0 |
ACCOUNTS RECEIVABLE (Details)
ACCOUNTS RECEIVABLE (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Accounts Receivable, after Allowance for Credit Loss, Current [Abstract] | ||
Accounts receivable trade | $ 6,779,049 | $ 5,211,621 |
Allowance for doubtful accounts | (982,565) | (352,774) |
Accounts receivable trade, net | $ 5,796,484 | $ 4,858,847 |
LINE OF CREDIT AND LONG-TERM _3
LINE OF CREDIT AND LONG-TERM DEBT - Long-Term Debt (Details) | Jul. 01, 2021USD ($) | Aug. 07, 2020USD ($) | Sep. 30, 2021 | May 26, 2021USD ($) | Apr. 01, 2021USD ($) | Mar. 31, 2021USD ($) | Jan. 01, 2021USD ($) | Nov. 27, 2020USD ($) | Nov. 26, 2020USD ($) | Dec. 31, 2019USD ($) |
Deposit Note | Seller | ||||||||||
Debt Instrument | ||||||||||
Promissory note | $ 10,000,000 | |||||||||
EBC Credit Agreement | Capex Loan | ||||||||||
Debt Instrument | ||||||||||
Line of credit, maximum borrowing capacity | $ 2,000,000 | |||||||||
Minimum advance request | 500,000 | |||||||||
Advance request multiples | 100,000 | |||||||||
Debt instrument interest rate effective percentage | 0.08% | |||||||||
Daily availability requirements | $ 1,000,000 | |||||||||
Line of credit capital expenditure limitation | $ 3,000,000 | $ 4,000,000 | $ 3,000,000 | $ 3,000,000 | ||||||
Line of credit, minimum required availability | $ 2,000,000 | $ 1,000,000 | $ 2,000,000 | |||||||
EBC Credit Agreement | Capex Loan | LIBOR | ||||||||||
Debt Instrument | ||||||||||
Interest rate (percentage) | 7.00% | |||||||||
EBC Credit Agreement | Capex Loan | Prime Rate | ||||||||||
Debt Instrument | ||||||||||
Interest rate (percentage) | 0.50% | |||||||||
EBC Credit Agreement | Capex Loan | Federal fund rate | ||||||||||
Debt Instrument | ||||||||||
Interest rate (percentage) | 6.00% | |||||||||
EBC Credit Agreement | Deposit Note | ||||||||||
Debt Instrument | ||||||||||
Promissory note | $ 10,000,000 | |||||||||
EBC Credit Agreement | Term Loan | ||||||||||
Debt Instrument | ||||||||||
Line of credit, maximum borrowing capacity | $ 5,000,000 | |||||||||
Required monthly installment payments | 0.0208 | |||||||||
EBC Credit Agreement | Term Loan | LIBOR | ||||||||||
Debt Instrument | ||||||||||
Debt instrument interest rate effective percentage | 0.08% | |||||||||
Interest rate (percentage) | 6.50% | |||||||||
EBC Credit Agreement | Term Loan | Prime Rate | ||||||||||
Debt Instrument | ||||||||||
Interest rate (percentage) | 0.50% | |||||||||
EBC Credit Agreement | Term Loan | Federal fund rate | ||||||||||
Debt Instrument | ||||||||||
Interest rate (percentage) | 6.00% | |||||||||
ABL Credit Agreement | ||||||||||
Debt Instrument | ||||||||||
Line of credit, minimum required availability | $ 2,000,000 | $ 1,000,000 |
LINE OF CREDIT AND LONG-TERM _4
LINE OF CREDIT AND LONG-TERM DEBT - Loan Agreements (Details) - USD ($) | Jun. 22, 2021 | Sep. 30, 2021 | May 01, 2021 | Dec. 31, 2020 | Jul. 18, 2020 | May 27, 2020 | May 04, 2020 |
Debt Instrument | |||||||
PPP outstanding loan | $ 124,124 | $ 7,981,496 | |||||
Leverage Lubricants LLC | |||||||
Debt Instrument | |||||||
Ownership percentage (as a percent) | 51.00% | ||||||
SBA Loan | Leverage Lubricants LLC | |||||||
Debt Instrument | |||||||
Amount borrowed | $ 58,700 | ||||||
Debt instrument, stated rate (as a percent) | 3.75% | ||||||
Ownership percentage (as a percent) | 51.00% | ||||||
Secured debt | Contract Security Agreement | |||||||
Debt Instrument | |||||||
Amount borrowed | $ 152,643 | ||||||
Debt instrument, stated rate (as a percent) | 2.45% | ||||||
Unsecured Debt | Paycheck Protection Program | |||||||
Debt Instrument | |||||||
Amount borrowed | $ 4,220,000 | ||||||
Debt instrument, stated rate (as a percent) | 1.00% | ||||||
PPP Loan forgiveness | $ 4,222,000 | ||||||
PPP outstanding loan | $ 0 |
LINE OF CREDIT AND LONG-TERM _5
LINE OF CREDIT AND LONG-TERM DEBT - Insurance Premiums (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Debt Instrument | ||
Long-term debt | $ 14,931,213 | $ 12,920,326 |
Insurance premiums financed | Various institutions | ||
Debt Instrument | ||
Long-term debt | $ 3,562,608 | $ 1,183,543 |
Insurance premiums financed | Various institutions | Minimum | ||
Debt Instrument | ||
Debt instrument, stated rate (as a percent) | 4.00% | |
Insurance premiums financed | Various institutions | Maximum | ||
Debt Instrument | ||
Debt instrument, stated rate (as a percent) | 4.90% |
LINE OF CREDIT AND LONG-TERM _6
LINE OF CREDIT AND LONG-TERM DEBT - Finance Leases (Details) | Jul. 28, 2020USD ($) | May 22, 2020USD ($)contract | Apr. 02, 2020USD ($)contract | Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) |
Lessee, Lease, Description | |||||
Finance lease payment | $ 91,893 | $ 93,438 | |||
Secured debt | AVT Equipment Lease-Ohio | |||||
Lessee, Lease, Description | |||||
Number of finance leases assumed | contract | 1 | ||||
Finance lease payment | $ 9,322 | ||||
Finance lease term | 3 years | ||||
Secured debt | Finance Lease Originated July 28, 2020 | |||||
Lessee, Lease, Description | |||||
Finance lease payment | $ 3,545 | ||||
Finance lease term | 3 years | ||||
Secured debt | AVT Equipment Lease-HH | |||||
Lessee, Lease, Description | |||||
Number of finance leases assumed | contract | 1 | ||||
Finance lease payment | $ 15,078 | ||||
Finance lease term | 3 years | ||||
Finance Lease | AVT Equipment Lease-Ohio | |||||
Lessee, Lease, Description | |||||
Finance lease obligation | 0 | ||||
Finance Lease | AVT Equipment Lease-HH | |||||
Lessee, Lease, Description | |||||
Finance lease obligation | $ 0 |
LINE OF CREDIT AND LONG-TERM _7
LINE OF CREDIT AND LONG-TERM DEBT - Outstanding Debt Facilities (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Long-term Debt | ||
Long-term debt | $ 14,931,213 | $ 12,920,326 |
Deferred finance costs | (62,500) | 0 |
Total, net of deferred finance costs | 14,868,713 | 12,920,326 |
Term Loan | Encina Business Credit, LLC | ||
Long-term Debt | ||
Loan Amount | 20,000,000 | |
Long-term debt | 9,758,000 | 5,433,000 |
Term Loan | John Deere Note | ||
Long-term Debt | ||
Loan Amount | 152,643 | |
Long-term debt | 103,414 | 131,303 |
Revolving Note | Encina Business Credit SPV, LLC | ||
Long-term Debt | ||
Loan Amount | 10,000,000 | |
Long-term debt | 0 | 133,446 |
Capex Loan | Encina Business Credit, LLC | ||
Long-term Debt | ||
Loan Amount | 2,000,000 | |
Long-term debt | 1,102,170 | 1,378,819 |
Finance Lease | Wells Fargo Equipment Lease-Ohio | ||
Long-term Debt | ||
Loan Amount | 621,000 | |
Finance lease obligation | 346,321 | 436,411 |
Finance Lease | Well Fargo Equipment Lease-VRM LA | ||
Long-term Debt | ||
Loan Amount | 30,408 | |
Finance lease obligation | 0 | 1,804 |
SBA Loan | Loan-Leverage Lubricants | ||
Long-term Debt | ||
Loan Amount | 58,700 | |
Long-term debt | 58,700 | 0 |
PPP Loan | Texas Citizens Bank | ||
Long-term Debt | ||
Loan Amount | 4,222,000 | |
Long-term debt | 0 | 4,222,000 |
Insurance premiums financed | Various institutions | ||
Long-term Debt | ||
Loan Amount | 2,902,428 | |
Long-term debt | $ 3,562,608 | $ 1,183,543 |
LINE OF CREDIT AND LONG-TERM _8
LINE OF CREDIT AND LONG-TERM DEBT - Future Contractual Maturities (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Maturities of Long-term Debt and Capital Lease Obligations [Abstract] | ||
Year 1 | $ 14,807,090 | |
Year 2 | 39,616 | |
Year 3 | 27,780 | |
Year 4 | 1,340 | |
Year 5 | 1,391 | |
Thereafter | 53,996 | |
Deferred finance costs | (62,500) | $ 0 |
Long-term Debt and Finance Lease, Liability, Year One, After Debt Issuance Costs, | 14,744,590 | |
Encina Business Credit, LLC | ||
Maturities of Long-term Debt and Capital Lease Obligations [Abstract] | ||
Year 1 | 9,758,000 | |
Year 2 | 0 | |
Year 3 | 0 | |
Year 4 | 0 | |
Year 5 | 0 | |
Thereafter | 0 | |
Encina Business Credit, LLC | ||
Maturities of Long-term Debt and Capital Lease Obligations [Abstract] | ||
Year 1 | 1,102,170 | |
Year 2 | 0 | |
Year 3 | 0 | |
Year 4 | 0 | |
Year 5 | 0 | |
Thereafter | 0 | |
John Deere Note | ||
Maturities of Long-term Debt and Capital Lease Obligations [Abstract] | ||
Year 1 | 37,991 | |
Year 2 | 38,933 | |
Year 3 | 26,490 | |
Year 4 | 0 | |
Year 5 | 0 | |
Thereafter | 0 | |
Wells Fargo Equipment Lease-Ohio | ||
Maturities of Long-term Debt and Capital Lease Obligations [Abstract] | ||
Year 1 | 346,321 | |
Year 2 | 0 | |
Year 3 | 0 | |
Year 4 | 0 | |
Year 5 | 0 | |
Thereafter | 0 | |
Loan-Leverage Lubricants | ||
Maturities of Long-term Debt and Capital Lease Obligations [Abstract] | ||
Year 1 | 0 | |
Year 2 | 683 | |
Year 3 | 1,290 | |
Year 4 | 1,340 | |
Year 5 | 1,391 | |
Thereafter | 53,996 | |
Various institutions | ||
Maturities of Long-term Debt and Capital Lease Obligations [Abstract] | ||
Year 1 | 3,562,608 | |
Year 2 | 0 | |
Year 3 | 0 | |
Year 4 | 0 | |
Year 5 | 0 | |
Thereafter | $ 0 |
EARNINGS PER SHARE - Narrative
EARNINGS PER SHARE - Narrative (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share | ||||
Options to purchase (in shares) | 915,179 | 5,140,288 | 4,195,168 | 5,140,288 |
Warrants to purchase (in shares) | 55,563 | 8,633,193 | 288,458 | 8,633,193 |
Series B Preferred Stock | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share | ||||
Convertible preferred stock, common stock issuable upon conversion (in shares) | 0 | 3,883,449 | ||
Series B1 Preferred Stock | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share | ||||
Convertible preferred stock, common stock issuable upon conversion (in shares) | 0 | 7,004,236 | ||
Series A Preferred Stock | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share | ||||
Conversion of stock, shares issued (in shares) | 385,601 | 419,859 |
EARNINGS PER SHARE - Schedule o
EARNINGS PER SHARE - Schedule of Reconciliation of Basic and Diluted Earnings Per Share (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Numerator: | ||||
Net income (loss) available to shareholders from continuing operations | $ 7,066,459 | $ (3,073,064) | $ (16,747,698) | $ (19,717,769) |
Net income (loss) available to shareholders from discontinued operations, net of tax | 878,357 | (1,270,814) | 5,281,177 | (5,359,079) |
Net income (loss) available to common shareholders | $ 7,944,816 | $ (4,343,878) | $ (11,466,521) | $ (25,076,848) |
Weighted Average Number of Shares Outstanding, Basic [Abstract] | ||||
Weighted-average common shares outstanding (in shares) | 61,348,508 | 45,554,841 | 53,963,617 | 45,494,235 |
Continuing operations (in dollars per share) | $ 0.12 | $ (0.07) | $ (0.31) | $ (0.43) |
Discontinued operations, net of tax (in dollars per share) | 0.01 | (0.03) | 0.10 | (0.12) |
Basic earnings (loss) per share (in dollars per share) | $ 0.13 | $ (0.10) | $ (0.21) | $ (0.55) |
Numerator: | ||||
Net income (loss) available to shareholders from continuing operations | $ 7,066,459 | $ (3,073,064) | $ (16,747,698) | $ (19,717,769) |
Net income (loss) available to shareholders from discontinued operations, net of tax | 878,357 | (1,270,814) | 5,281,177 | (5,359,079) |
Net income (loss) available to common shareholders | $ 7,944,816 | $ (4,343,878) | $ (11,466,521) | $ (25,076,848) |
Denominator: | ||||
Weighted-average common shares outstanding (in shares) | 61,348,508 | 45,554,841 | 53,963,617 | 45,494,235 |
Effect of dilutive securities | ||||
Stock options and warrants (in shares) | 2,871,217 | 0 | 0 | 0 |
Preferred stock (in shares) | 385,601 | 0 | 0 | 0 |
Diluted weighted-average shares outstanding (in shares) | 64,605,326 | 45,554,841 | 53,963,617 | 45,494,235 |
Continuing operations (in dollars per share) | $ 0.11 | $ (0.07) | $ (0.31) | $ (0.43) |
Discontinued operations, net of tax (in dollars per share) | 0.01 | (0.03) | 0.10 | (0.12) |
Diluted earnings (loss) per share (in dollars per share) | $ 0.12 | $ (0.10) | $ (0.21) | $ (0.55) |
COMMON STOCK (Details)
COMMON STOCK (Details) - USD ($) | Jun. 24, 2021 | Mar. 02, 2021 | Feb. 23, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Jun. 25, 2021 | Dec. 31, 2020 |
Conversion of Stock | ||||||||||
Common stock, shares authorized (in shares) | 750,000,000 | 750,000,000 | 750,000,000 | |||||||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | |||||||
Common stock, shares issued (in shares) | 63,003,766 | 63,003,766 | 45,554,841 | |||||||
Common stock, shares outstanding (in shares) | 63,003,766 | 63,003,766 | 45,554,841 | |||||||
Accumulated deficit | $ (101,475,299) | $ (101,475,299) | $ (90,008,778) | |||||||
Additional paid-in capital | $ 136,905,764 | $ 136,905,764 | $ 94,569,674 | |||||||
Series B Preferred Stock | ||||||||||
Conversion of Stock | ||||||||||
Shares issued (in dollars per share) | $ 6.20 | $ 6.20 | ||||||||
Number of shares converted into common stock (in shares) | 58,114 | 638,224 | 1,783,292 | |||||||
Conversion basis (in shares) | 1 | 1 | 1 | 1 | ||||||
Consecutive trading days | 20 days | |||||||||
Preferred stock, shares outstanding (in shares) | 0 | 0 | 1,783,292 | 4,102,690 | ||||||
Series B1 Preferred Stock | ||||||||||
Conversion of Stock | ||||||||||
Shares issued (in dollars per share) | $ 3.90 | $ 3.90 | ||||||||
Number of shares converted into common stock (in shares) | 3,134,889 | 2,500,000 | 2,087,195 | |||||||
Preferred stock, shares outstanding (in shares) | 3,134,889 | 0 | 0 | 7,399,649 | ||||||
Common Stock | ||||||||||
Conversion of Stock | ||||||||||
Shares issued as result of share conversion (in shares) | 4,918,181 | |||||||||
Pennington Capital LLC | Series B Preferred Stock | ||||||||||
Conversion of Stock | ||||||||||
Preferred stock, held (in shares) | 822,824 | |||||||||
Preferred stock, liquidation preference | $ 2,550,754 | |||||||||
Liquidation preference per share (in dollars per share) | $ 3.10 | |||||||||
Preferred stock, liquidation preference (in shares) | 1,261,246 | |||||||||
Volume weighted average price, period | 5 days | |||||||||
Deemed dividend recognition | $ 362,422 | $ 267,899 | ||||||||
Carrhae & Co FBO Wasatch Micro Cap Value Fund | ||||||||||
Conversion of Stock | ||||||||||
Accumulated deficit | $ 630,321 | $ 630,321 | ||||||||
Additional paid-in capital | $ 630,321 | $ 630,321 | ||||||||
Carrhae & Co FBO Wasatch Micro Cap Value Fund | Series B Preferred Stock | ||||||||||
Conversion of Stock | ||||||||||
Preferred stock, held (in shares) | 708,547 | |||||||||
Preferred stock, liquidation preference | $ 2,196,496 | |||||||||
Liquidation preference per share (in dollars per share) | $ 3.10 | |||||||||
Preferred stock, liquidation preference (in shares) | 1,098,248 | |||||||||
Shares issued (in dollars per share) | $ 2 | |||||||||
Common Stock | ||||||||||
Conversion of Stock | ||||||||||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | ||||||||
Shares issued as result of share conversion (in shares) | 15,653,085 | 2,159,278 | ||||||||
Exercise of options to purchase common stock (in shares) | 1,267,472 | 505,376 | 22,992 | 1,795,840 | ||||||
Common Stock | Series B1 Preferred Stock | ||||||||||
Conversion of Stock | ||||||||||
Exercise of options to purchase common stock (in shares) | 1,575,918 | 156,792 | 1,079,753 |
PREFERRED STOCK AND DETACHABL_3
PREFERRED STOCK AND DETACHABLE WARRANTS - Narrative (Details) | Jun. 24, 2020 | Sep. 30, 2021USD ($)$ / sharesshares | Sep. 30, 2020USD ($) | Sep. 30, 2021USD ($)$ / sharesshares | Sep. 30, 2020USD ($) | Jun. 25, 2021shares | Jun. 24, 2021shares | Dec. 31, 2020USD ($)$ / sharesshares |
Class of Stock [Line Items] | ||||||||
Preferred stock, shares authorized (in shares) | 50,000,000 | 50,000,000 | 50,000,000 | |||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | ||||||
Liabilities at fair value | $ | $ 1,072,620 | $ 1,072,620 | $ 330,412 | |||||
Liability | Expected Dividend Rate | ||||||||
Class of Stock [Line Items] | ||||||||
Warrant measurement input (as a percent) | 0 | 0 | ||||||
Series A Preferred Stock | ||||||||
Class of Stock [Line Items] | ||||||||
Preferred stock, shares authorized (in shares) | 5,000,000 | 5,000,000 | 5,000,000 | |||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | |||||
Preferred stock, shares issued (in shares) | 385,601 | 385,601 | 419,859 | |||||
Preferred stock, shares outstanding (in shares) | 385,601 | 385,601 | 419,859 | |||||
Series B Preferred Stock | ||||||||
Class of Stock [Line Items] | ||||||||
Preferred stock, shares outstanding (in shares) | 0 | 0 | 1,783,292 | 4,102,690 | ||||
Temporary equity, shares authorized (in shares) | 10,000,000 | 10,000,000 | 10,000,000 | |||||
Temporary equity, shares issued (in shares) | 4,102,690 | 4,102,690 | 4,102,690 | |||||
Dividends payable | $ | $ 0 | $ 0 | $ 317,970 | |||||
Dividends paid in kind | $ | $ 0 | $ 188,837 | $ 475,748 | $ 547,349 | ||||
Preferred stock, dividend percentage (as a percent) | 10.00% | |||||||
Series B Preferred Stock | Liability | Risk Free Interest Rate | ||||||||
Class of Stock [Line Items] | ||||||||
Warrant measurement input (as a percent) | 0.0450 | 0.0450 | ||||||
Series B Preferred Stock | Liability | Minimum | Expected Volatility Rate | ||||||||
Class of Stock [Line Items] | ||||||||
Warrant measurement input (as a percent) | 0.66 | 0.66 | ||||||
Series B Preferred Stock | Liability | Maximum | Expected Volatility Rate | ||||||||
Class of Stock [Line Items] | ||||||||
Warrant measurement input (as a percent) | 2.02 | 2.02 | ||||||
Series B1 Preferred Stock | ||||||||
Class of Stock [Line Items] | ||||||||
Preferred stock, shares outstanding (in shares) | 0 | 0 | 3,134,889 | 7,399,649 | ||||
Temporary equity, shares authorized (in shares) | 17,000,000 | 17,000,000 | 17,000,000 | |||||
Temporary equity, shares issued (in shares) | 7,399,649 | 7,399,649 | 7,399,649 | |||||
Dividends payable | $ | $ 0 | $ 0 | $ 288,594 | |||||
Dividends paid in kind | $ | $ 0 | $ 171,380 | $ 502,986 | $ 546,557 | ||||
Preferred stock, dividend percentage (as a percent) | 10.00% | |||||||
Series B1 Preferred Stock | Liability | ||||||||
Class of Stock [Line Items] | ||||||||
Expected term (years) | 3 months | 3 months | ||||||
Series B1 Preferred Stock | Liability | Minimum | Expected Volatility Rate | ||||||||
Class of Stock [Line Items] | ||||||||
Warrant measurement input (as a percent) | 0.66 | 0.66 | ||||||
Series B1 Preferred Stock | Liability | Maximum | Expected Volatility Rate | ||||||||
Class of Stock [Line Items] | ||||||||
Warrant measurement input (as a percent) | 2.02 | 2.02 |
PREFERRED STOCK AND DETACHABL_4
PREFERRED STOCK AND DETACHABLE WARRANTS - Activity in Preferred Stock (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Increase (Decrease) in Temporary Equity | ||||||||
Balance at beginning of period | $ 55,366,186 | $ 55,366,186 | ||||||
Plus: discount accretion | $ 283,555 | 223,727 | $ 29,157 | $ 539,235 | $ 932,003 | |||
Balance at end of period | $ 39,771,408 | 39,771,408 | ||||||
Series B Preferred Stock | ||||||||
Increase (Decrease) in Temporary Equity | ||||||||
Balance at beginning of period | 12,718,339 | 11,006,406 | 12,718,339 | $ 11,006,406 | ||||
Less: conversions of shares to common | (8,446,837) | 0 | ||||||
Less: exchanges of shares to common | (4,747,250) | 0 | ||||||
Plus: discount accretion | 0 | 854,364 | ||||||
Plus: dividends in kind | 0 | 188,837 | 475,748 | 547,349 | ||||
Balance at end of period | 0 | 12,408,119 | 0 | 12,408,119 | ||||
Series B1 Preferred Stock | ||||||||
Increase (Decrease) in Temporary Equity | ||||||||
Balance at beginning of period | $ 11,036,173 | $ 12,743,047 | 11,036,173 | 12,743,047 | ||||
Less: conversions of shares to common | (12,046,441) | (3,368,474) | ||||||
Plus: discount accretion | 507,282 | 646,031 | ||||||
Plus: dividends in kind | 0 | 171,380 | 502,986 | 546,557 | ||||
Balance at end of period | $ 0 | $ 10,567,161 | $ 0 | $ 10,567,161 |
PREFERRED STOCK AND DETACHABL_5
PREFERRED STOCK AND DETACHABLE WARRANTS - Changes in Derivative Liability (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation | ||
Balance at beginning of period | $ 330,412 | $ 1,969,216 |
Value of warrants exercised | (10,637,914) | 0 |
Change in valuation of warrants | 11,380,122 | (1,844,369) |
Balance at end of period | $ 1,072,620 | $ 124,847 |
SEGMENT REPORTING (Details)
SEGMENT REPORTING (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Segment Reporting Information | ||||
Total revenues | $ 28,974,471 | $ 16,249,312 | $ 84,823,476 | $ 30,460,606 |
Cost of revenues (exclusive of depreciation and amortization shown separately below) | 28,061,498 | 15,324,914 | 79,319,678 | 28,598,874 |
Depreciation and amortization attributable to costs of revenues | 126,795 | 115,562 | 358,905 | 327,672 |
Gross profit | 786,178 | 808,836 | 5,144,893 | 1,534,060 |
Selling, general and administrative expenses | 4,944,719 | 1,832,067 | 12,111,951 | 6,044,050 |
Depreciation and amortization attributable to operating expenses | 26,916 | 28,002 | 80,748 | 48,118 |
Loss from operations | (4,185,457) | (1,051,233) | (7,047,806) | (4,558,108) |
Pygas | ||||
Segment Reporting Information | ||||
Total revenues | 3,736,534 | 1,184,434 | 10,570,907 | 4,815,040 |
Industrial fuel | ||||
Segment Reporting Information | ||||
Total revenues | 417,096 | 82,644 | 1,138,311 | 135,396 |
Distillates | ||||
Segment Reporting Information | ||||
Total revenues | 20,418,760 | 12,234,673 | 55,973,816 | 17,359,234 |
Oil collection services | ||||
Segment Reporting Information | ||||
Total revenues | 158,676 | 0 | 439,643 | 0 |
Metals | ||||
Segment Reporting Information | ||||
Total revenues | 3,669,411 | 2,459,561 | 15,464,375 | 7,286,936 |
Other re-refinery products | ||||
Segment Reporting Information | ||||
Total revenues | 285,994 | 0 | 372,424 | 0 |
VGO/Marine fuel sales | ||||
Segment Reporting Information | ||||
Total revenues | 288,000 | 288,000 | 864,000 | 864,000 |
Black Oil | ||||
Segment Reporting Information | ||||
Total revenues | 446,676 | 288,000 | 1,300,220 | 864,000 |
Cost of revenues (exclusive of depreciation and amortization shown separately below) | 402,988 | 189,947 | 1,045,608 | 567,898 |
Depreciation and amortization attributable to costs of revenues | 18,420 | 3,985 | 56,983 | 3,985 |
Gross profit | 25,268 | 94,068 | 197,629 | 292,117 |
Selling, general and administrative expenses | 3,675,190 | 987,424 | 9,030,142 | 3,780,366 |
Depreciation and amortization attributable to operating expenses | 26,916 | 26,916 | 80,748 | 44,860 |
Loss from operations | (3,676,838) | (920,272) | (8,913,261) | (3,533,109) |
Black Oil | Pygas | ||||
Segment Reporting Information | ||||
Total revenues | 0 | 0 | 0 | 0 |
Black Oil | Industrial fuel | ||||
Segment Reporting Information | ||||
Total revenues | 0 | 0 | 0 | 0 |
Black Oil | Distillates | ||||
Segment Reporting Information | ||||
Total revenues | 0 | 0 | 0 | 0 |
Black Oil | Oil collection services | ||||
Segment Reporting Information | ||||
Total revenues | 158,676 | 0 | 436,220 | 0 |
Black Oil | Metals | ||||
Segment Reporting Information | ||||
Total revenues | 0 | 0 | 0 | 0 |
Black Oil | Other re-refinery products | ||||
Segment Reporting Information | ||||
Total revenues | 0 | 0 | 0 | 0 |
Black Oil | VGO/Marine fuel sales | ||||
Segment Reporting Information | ||||
Total revenues | 288,000 | 288,000 | 864,000 | 864,000 |
Refining & Marketing | ||||
Segment Reporting Information | ||||
Total revenues | 24,572,390 | 13,501,751 | 67,683,034 | 22,309,670 |
Cost of revenues (exclusive of depreciation and amortization shown separately below) | 23,897,264 | 13,217,757 | 64,503,727 | 21,750,686 |
Depreciation and amortization attributable to costs of revenues | 29,844 | 31,829 | 97,658 | 101,152 |
Gross profit | 645,282 | 252,165 | 3,081,649 | 457,832 |
Selling, general and administrative expenses | 1,034,024 | 696,611 | 2,481,541 | 1,867,028 |
Depreciation and amortization attributable to operating expenses | 0 | 1,086 | 0 | 3,258 |
Loss from operations | (388,742) | (445,532) | 600,108 | (1,412,454) |
Refining & Marketing | Pygas | ||||
Segment Reporting Information | ||||
Total revenues | 3,736,534 | 1,184,434 | 10,570,907 | 4,815,040 |
Refining & Marketing | Industrial fuel | ||||
Segment Reporting Information | ||||
Total revenues | 417,096 | 82,644 | 1,138,311 | 135,396 |
Refining & Marketing | Distillates | ||||
Segment Reporting Information | ||||
Total revenues | 20,418,760 | 12,234,673 | 55,973,816 | 17,359,234 |
Refining & Marketing | Oil collection services | ||||
Segment Reporting Information | ||||
Total revenues | 0 | 0 | 0 | 0 |
Refining & Marketing | Metals | ||||
Segment Reporting Information | ||||
Total revenues | 0 | 0 | 0 | 0 |
Refining & Marketing | Other re-refinery products | ||||
Segment Reporting Information | ||||
Total revenues | 0 | 0 | 0 | 0 |
Refining & Marketing | VGO/Marine fuel sales | ||||
Segment Reporting Information | ||||
Total revenues | 0 | 0 | 0 | 0 |
Recovery | ||||
Segment Reporting Information | ||||
Total revenues | 3,955,405 | 2,459,561 | 15,840,222 | 7,286,936 |
Cost of revenues (exclusive of depreciation and amortization shown separately below) | 3,761,246 | 1,917,210 | 13,770,343 | 6,280,290 |
Depreciation and amortization attributable to costs of revenues | 78,531 | 79,748 | 204,264 | 222,535 |
Gross profit | 115,628 | 462,603 | 1,865,615 | 784,111 |
Selling, general and administrative expenses | 235,505 | 148,032 | 600,268 | 396,656 |
Depreciation and amortization attributable to operating expenses | 0 | 0 | 0 | 0 |
Loss from operations | (119,877) | 314,571 | 1,265,347 | 387,455 |
Recovery | Pygas | ||||
Segment Reporting Information | ||||
Total revenues | 0 | 0 | 0 | 0 |
Recovery | Industrial fuel | ||||
Segment Reporting Information | ||||
Total revenues | 0 | 0 | 0 | 0 |
Recovery | Distillates | ||||
Segment Reporting Information | ||||
Total revenues | 0 | 0 | 0 | 0 |
Recovery | Oil collection services | ||||
Segment Reporting Information | ||||
Total revenues | 0 | 3,423 | 0 | |
Recovery | Metals | ||||
Segment Reporting Information | ||||
Total revenues | 3,669,411 | 2,459,561 | 15,464,375 | 7,286,936 |
Recovery | Other re-refinery products | ||||
Segment Reporting Information | ||||
Total revenues | 285,994 | 0 | 372,424 | |
Recovery | VGO/Marine fuel sales | ||||
Segment Reporting Information | ||||
Total revenues | $ 0 | $ 0 | $ 0 | $ 0 |
INCOME TAXES (Details)
INCOME TAXES (Details) | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2021USD ($) | Jun. 30, 2021USD ($) | Mar. 31, 2021USD ($) | Sep. 30, 2020USD ($) | Jun. 30, 2020USD ($) | Mar. 31, 2020USD ($) | Sep. 30, 2021USD ($)quarter | Sep. 30, 2020USD ($) | |
Income Tax Disclosure [Abstract] | ||||||||
Effective income tax rate (as a percent) | 0.00% | |||||||
U.S. federal income tax rate (as a percent) | 21.00% | |||||||
Number of quarters of cumulative loss | quarter | 12 | |||||||
Operating loss carryforwards | $ 38,900,000 | $ 38,900,000 | ||||||
Before income tax | $ (10,644,516) | $ 15,956,662 | $ (2,965,338) | $ 1,955,170 | $ 8,888,473 | $ (2,390,251) | $ 2,346,808 | $ 8,453,392 |
COMMODITY DERIVATIVE INSTRUME_3
COMMODITY DERIVATIVE INSTRUMENTS - Schedule of Derivative Instruments (Details) | 3 Months Ended | 9 Months Ended | |
Mar. 31, 2021bbl | Sep. 30, 2021USD ($)$ / bblbbl | Dec. 31, 2020USD ($)$ / bbl | |
Derivative | |||
Fair Value | $ (155,929) | $ (94,214) | |
Sep. 2021- Oct. 2021 | |||
Derivative | |||
Weighted average strike price (in usd per barrel) | $ / bbl | 98.22 | ||
Remaining Volume (Barrels) | bbl | 35,000 | ||
Fair Value | $ (155,929) | ||
Dec. 2020-Mar. 2021 | |||
Derivative | |||
Weighted average strike price (in usd per barrel) | $ / bbl | 62.33 | ||
Remaining Volume (Barrels) | bbl | 55,000 | ||
Fair Value | $ (94,214) |
COMMODITY DERIVATIVE INSTRUME_4
COMMODITY DERIVATIVE INSTRUMENTS - Fair Value of Derivative Instruments within Balance Sheet (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Derivative commodity liability | $ (155,929) | $ (94,214) |
COMMODITY DERIVATIVE INSTRUME_5
COMMODITY DERIVATIVE INSTRUMENTS - Narrative (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Derivative | ||||
Gain (Loss) on Sale of Commodity Contracts | $ 1,998,707 | $ (5,484,734) | ||
Cost of Revenues | ||||
Derivative | ||||
Gain (Loss) on Sale of Commodity Contracts | $ (277,419) | $ 4,557 | $ (2,204,606) | $ 4,489,355 |
LEASES - Narrative (Details)
LEASES - Narrative (Details) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2021USD ($)leaserenewal_option | Sep. 30, 2020USD ($) | |
New Accounting Pronouncements or Change in Accounting Principle | ||||
Finance lase cost | $ 3,258 | $ 3,258 | $ 9,774 | $ 9,774 |
Finance lease, interest expense | 0 | 74 | 16 | 359 |
Operating lease cost | $ 218,176 | $ 203,969 | 646,310 | 596,449 |
Operating lease payments | 400,000 | 1,600,000 | ||
Finance lease payment | $ 91,893 | $ 93,438 | ||
Number of extension options | renewal_option | 2 | |||
Plant | ||||
New Accounting Pronouncements or Change in Accounting Principle | ||||
Lease renewal term | 5 years | 5 years | ||
Number of operating leases | lease | 2 | |||
Lease renewal term, total | 20 years | |||
Minimum | ||||
New Accounting Pronouncements or Change in Accounting Principle | ||||
Lease renewal term | 1 year | 1 year | ||
Maximum | ||||
New Accounting Pronouncements or Change in Accounting Principle | ||||
Lease renewal term | 20 years | 20 years |
LEASES - Schedule of Maturities
LEASES - Schedule of Maturities of Operating Lease Liabilities (Details) | Sep. 30, 2021USD ($) |
Lessee, Lease, Description | |
Year 1 | $ 872,694 |
Year 2 | 852,774 |
Year 3 | 696,157 |
Year 4 | 693,032 |
Year 5 | 663,057 |
Thereafter | 3,684,844 |
Total lease payments | 7,462,558 |
Less: interest | (2,612,446) |
Present value of operating lease liabilities | 4,850,112 |
Facilities | |
Lessee, Lease, Description | |
Year 1 | 214,937 |
Year 2 | 195,017 |
Year 3 | 38,400 |
Year 4 | 38,400 |
Year 5 | 12,800 |
Thereafter | 0 |
Total lease payments | 499,554 |
Less: interest | (58,160) |
Present value of operating lease liabilities | 441,394 |
Equipment | |
Lessee, Lease, Description | |
Year 1 | 7,500 |
Year 2 | 7,500 |
Year 3 | 7,500 |
Year 4 | 4,375 |
Year 5 | 0 |
Thereafter | 0 |
Total lease payments | 26,875 |
Less: interest | (2,626) |
Present value of operating lease liabilities | 24,249 |
Plant | |
Lessee, Lease, Description | |
Year 1 | 650,257 |
Year 2 | 650,257 |
Year 3 | 650,257 |
Year 4 | 650,257 |
Year 5 | 650,257 |
Thereafter | 3,684,844 |
Total lease payments | 6,936,129 |
Less: interest | (2,551,660) |
Present value of operating lease liabilities | $ 4,384,469 |
LEASES - Schedule of Operating
LEASES - Schedule of Operating Lease Weighted Average Remaining Lease Terms and Discount Rates (Details) | Sep. 30, 2021 |
Lease facilities | |
Lessee, Lease, Description | |
Weighted average remaining lease terms (years) | 5 years 2 months 12 days |
Weighted average discount rate (as a percent) | 9.05% |
Lease equipment | |
Lessee, Lease, Description | |
Weighted average remaining lease terms (years) | 7 months 6 days |
Weighted average discount rate (as a percent) | 8.00% |
Lease plant | |
Lessee, Lease, Description | |
Weighted average remaining lease terms (years) | 11 years 6 months |
Weighted average discount rate (as a percent) | 9.37% |
SHARE PURCHASE AND SUBSCRIPTI_3
SHARE PURCHASE AND SUBSCRIPTION AGREEMENTS - Myrtle Grove Share Purchase and Subscription Agreement (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Common Class B and Class A | |
Class of Stock [Line Items] | |
Annual return (as a percent) | 22.50% |
Percentage of aggregate capital investment to be added to original per-unit price to determine cash purchase price (as a percent) | 50.00% |
Tensile-MG | Common Class B | |
Class of Stock [Line Items] | |
Percentage of voting power of the outstanding voting securities (more than) (as a percent) | 50.00% |
Tensile-MG | MG SPV | Common Class B | |
Class of Stock [Line Items] | |
Restricted cash and cash equivalents | $ 50 |
SHARE PURCHASE AND SUBSCRIPTI_4
SHARE PURCHASE AND SUBSCRIPTION AGREEMENTS - Redeemable Noncontrolling Interest (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||||||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Jan. 17, 2020 | |
Redeemable Noncontrolling Interest | |||||||||
Contributions received from noncontrolling interest and redeemable noncontrolling interest | $ 2,260 | $ 21,000,000 | |||||||
Adjustment of carrying amount of non-controlling interest | $ 9,091,068 | 9,091,068 | |||||||
Increase (Decrease) in Temporary Equity | |||||||||
Beginning balance | $ 31,611,674 | 31,611,674 | |||||||
Initial adjustment of carrying amount of non-controlling interest | 0 | 9,091,068 | |||||||
Net income attributable to redeemable non-controlling interest | $ 2,328,905 | $ 3,111,743 | 1,542,402 | $ 306,251 | $ 127,044 | (517,877) | |||
Change in ownership | 71,171 | ||||||||
Accretion of non-controlling interest to redemption value | 1,176,683 | ||||||||
Ending balance | 39,771,408 | 39,771,408 | |||||||
MG SPV | |||||||||
Increase (Decrease) in Temporary Equity | |||||||||
Beginning balance | 5,472,841 | 4,396,894 | 5,472,841 | 4,396,894 | |||||
Net income attributable to redeemable non-controlling interest | (200,218) | (120,031) | |||||||
Change in ownership | 0 | 71,171 | |||||||
Accretion of non-controlling interest to redemption value | 1,176,683 | 833,354 | |||||||
Ending balance | 6,449,306 | 5,181,388 | 6,449,306 | 5,181,388 | |||||
Heartland SPV | |||||||||
Redeemable Noncontrolling Interest | |||||||||
Cumulative amount exceeding redemption value | 30,802,527 | ||||||||
Increase (Decrease) in Temporary Equity | |||||||||
Beginning balance | $ 26,138,833 | $ 0 | 26,138,833 | 0 | |||||
Initial adjustment of carrying amount of non-controlling interest | 0 | 11,908,932 | |||||||
Net income attributable to redeemable non-controlling interest | 7,183,268 | 35,449 | |||||||
Accretion of non-controlling interest to redemption value | 0 | 12,802,442 | |||||||
Ending balance | $ 33,322,101 | $ 24,746,823 | $ 33,322,101 | $ 24,746,823 | |||||
Heartland SPV | |||||||||
Redeemable Noncontrolling Interest | |||||||||
Ownership percentage (as a percent) | 35.00% | 35.00% | |||||||
Heartland SPV | Tensile-Heartland | |||||||||
Redeemable Noncontrolling Interest | |||||||||
Ownership percentage (as a percent) | 65.00% | 65.00% | 65.00% |
SHARE PURCHASE AND SUBSCRIPTI_5
SHARE PURCHASE AND SUBSCRIPTION AGREEMENTS - Heartland Share Purchase and Subscription Agreement (Details) $ / shares in Units, $ in Millions | Jan. 17, 2020USD ($)member$ / sharesshares | Sep. 30, 2021 | Sep. 30, 2020 |
Common Class A | |||
Class of Stock [Line Items] | |||
Capital investment, percentage (as a percent) | 50.00% | ||
Heartland SPV | |||
Class of Stock [Line Items] | |||
Ownership percentage (as a percent) | 35.00% | ||
Number of managers | member | 5 | ||
Conversion basis ratio (in shares) | 1 | ||
Annual return (as a percent) | 22.50% | ||
Vertex Refining OH, LLC | |||
Class of Stock [Line Items] | |||
Ownership percentage (as a percent) | 100.00% | ||
Tensile-Heartland | Preferred Class A | |||
Class of Stock [Line Items] | |||
Preferred stock, dividend percentage (as a percent) | 22.50% | ||
Tensile-Heartland | Heartland SPV | |||
Class of Stock [Line Items] | |||
Ownership percentage (as a percent) | 65.00% | 65.00% | |
Number of managers | member | 3 | ||
Tensile-Heartland | Heartland SPV | Preferred Class A | |||
Class of Stock [Line Items] | |||
Ownership percentage (as a percent) | 100.00% | ||
Vertex Operating | Heartland SPV | |||
Class of Stock [Line Items] | |||
Ownership percentage (as a percent) | 35.00% | ||
Number of managers | member | 2 | ||
Heartland SPV | Common Class A | |||
Class of Stock [Line Items] | |||
Redemption period | 180 days | ||
Redemption price, percentage (as a percent) | 25.00% | ||
Heartland SPV | Tensile-Heartland | Class A-2 Preferred Units | |||
Class of Stock [Line Items] | |||
Share price (in usd per share) | $ / shares | $ 1,000 | ||
Additional consideration (in shares) | 7,000 | ||
Heartland SPV | Heartland SPV | |||
Class of Stock [Line Items] | |||
Percentage acquired (as a percent) | 50.00% | ||
Vertex Refining OH, LLC | Heartland SPV | Common Class A | |||
Class of Stock [Line Items] | |||
Consideration transferred (in shares) | 13,500 | ||
Vertex Refining OH, LLC | Heartland SPV | A-1 Preferred Units | |||
Class of Stock [Line Items] | |||
Consideration transferred (in shares) | 13,500 | ||
Vertex Refining OH, LLC | Heartland SPV | Common Class B | |||
Class of Stock [Line Items] | |||
Consideration transferred (in shares) | 11,300 | ||
Vertex Splitter Corporation | Vertex Refining OH, LLC | Heartland SPV | Common Class B | |||
Class of Stock [Line Items] | |||
Consideration transferred (in shares) | 248 | ||
Vertex Operating | MG SPV | Common Class A | |||
Class of Stock [Line Items] | |||
Consideration transferred (in shares) | 1,000 | ||
Share price (in usd per share) | $ / shares | $ 1,000 | ||
Equity interest issued or issuable | $ | $ 1 | ||
Vertex Operating | Heartland SPV | Tensile-Heartland | Common Class A | |||
Class of Stock [Line Items] | |||
Consideration transferred (in shares) | 13,500 | ||
Total purchase price | $ | $ 13.5 | ||
Vertex Operating | Heartland SPV | Tensile-Heartland | A-1 Preferred Units | |||
Class of Stock [Line Items] | |||
Consideration transferred (in shares) | 13,500 | ||
Heartland SPV | Heartland SPV | Tensile-Heartland | Common Class A | |||
Class of Stock [Line Items] | |||
Consideration transferred (in shares) | 7,500 | ||
Total purchase price | $ | $ 7.5 | ||
Heartland SPV | Heartland SPV | Tensile-Heartland | A-1 Preferred Units | |||
Class of Stock [Line Items] | |||
Consideration transferred (in shares) | 7,500 | ||
Tensile-MG | MG SPV | MG SPV | |||
Class of Stock [Line Items] | |||
Percentage acquired (as a percent) | 15.58% | ||
MG SPV | Tensile-MG | |||
Class of Stock [Line Items] | |||
Ownership interest (as a percent) | 15.00% | ||
MG SPV | Vertex Operating | |||
Class of Stock [Line Items] | |||
Ownership interest (as a percent) | 85.00% |
SHARE PURCHASE AND SUBSCRIPTI_6
SHARE PURCHASE AND SUBSCRIPTION AGREEMENTS - Variable Interest Entities (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2020 |
Variable Interest Entity | |||
Cash and cash equivalents | $ 12,112,577 | $ 10,895,044 | |
Accounts receivable, net | 5,796,484 | 4,858,847 | |
Inventory | 2,402,126 | 1,458,288 | |
Prepaid expense and other current assets | 5,062,889 | 1,942,137 | |
Total current assets | 113,144,368 | 29,785,388 | |
Fixed assets, net | 14,581,774 | 13,922,537 | |
Finance lease right-of-use assets | 14,842 | 18,100 | |
Operating lease right-of-use assets | 4,850,112 | 4,734,497 | |
Intangible assets, net | 385,798 | 466,546 | |
Other assets | 11,708,732 | 1,008,733 | |
TOTAL ASSETS | 144,685,626 | 122,099,958 | |
Accounts payable | 5,673,876 | 2,419,543 | |
Accrued expenses | 2,185,282 | 980,233 | |
Finance lease liability-current | 872,694 | 783,747 | |
Operating lease liability-current | 14,398,267 | 4,367,169 | |
Total current liabilities | 62,398,086 | 23,850,412 | |
Finance lease liability-long term | 0 | 315,513 | |
Operating lease liability-long term | 3,977,418 | 3,950,750 | |
Total liabilities | 67,572,248 | $ 60,809,023 | |
Variable Interest Entity, Primary Beneficiary | |||
Variable Interest Entity | |||
Cash and cash equivalents | 7,229,786 | $ 7,890,886 | |
Accounts receivable, net | 7,601,929 | 3,591,468 | |
Inventory | 927,810 | 629,667 | |
Prepaid expense and other current assets | 1,567,763 | 926,203 | |
Total current assets | 17,327,288 | 13,038,224 | |
Fixed assets, net | 7,290,467 | 6,549,139 | |
Finance lease right-of-use assets | 805,313 | 1,031,353 | |
Operating lease right-of-use assets | 237,217 | 299,758 | |
Intangible assets, net | 876,440 | 1,064,624 | |
Other assets | 106,643 | 108,643 | |
TOTAL ASSETS | 26,643,368 | 22,091,741 | |
Accounts payable | 2,290,245 | 1,753,160 | |
Accrued expenses | 630,442 | 307,340 | |
Finance lease liability-current | 692,274 | 346,029 | |
Operating lease liability-current | 181,644 | 251,037 | |
Total current liabilities | 3,794,605 | 2,657,566 | |
Finance lease liability-long term | 0 | 643,446 | |
Operating lease liability-long term | 55,573 | 48,721 | |
Total liabilities | $ 3,850,178 | $ 3,349,733 |
SHARE PURCHASE AND SUBSCRIPTI_7
SHARE PURCHASE AND SUBSCRIPTION AGREEMENTS - Tensile Transactions (Details) | Jul. 01, 2021USD ($)$ / shares |
Class of Stock [Line Items] | |
Tensile MG convert debt ( in dollars per shares) | $ / shares | $ 1,000 |
Heartland Note | |
Class of Stock [Line Items] | |
Promissory note | $ | $ 7,000,000 |
Debt instrument, stated rate (as a percent) | 12.00% |
Debt instrument term, option one | 90 days |
Debt instrument term, option two | 5 days |
DISCONTINUED OPERATIONS - Narra
DISCONTINUED OPERATIONS - Narrative (Details) - Held-for-sale - UMO business $ in Millions | Jun. 29, 2021USD ($) |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Total cash, consideration | $ 140 |
Total net cash proceeds from the transaction | $ 90 |
DISCONTINUED OPERATIONS - Incom
DISCONTINUED OPERATIONS - Income Statement Disclosures by Disposal Groups (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Income (loss) from discontinued operations, net of tax | $ 3,278,498 | $ (926,933) | $ 12,464,445 | $ (5,323,630) |
Held-for-sale | UMO business | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Revenues | 36,950,919 | 21,422,320 | 104,956,817 | 65,364,581 |
Cost of revenues (exclusive of depreciation shown separately below) | 26,867,718 | 15,861,769 | 71,860,804 | 51,622,468 |
Depreciation and amortization attributable to costs of revenues | 1,294,157 | 971,258 | 3,803,216 | 3,175,134 |
Gross profit | 8,789,044 | 4,589,293 | 29,292,797 | 10,566,979 |
Selling, general and administrative expenses (exclusive of acquisition related expenses) | 4,938,494 | 4,697,503 | 15,099,782 | 13,792,598 |
Depreciation and amortization expense attributable to operating expenses | 455,953 | 681,209 | 1,367,859 | 1,593,115 |
Total Operating expenses | 5,394,447 | 5,378,712 | 16,467,641 | 15,385,713 |
Income (loss) from operations | 3,394,597 | (789,419) | 12,825,156 | (4,818,734) |
Other income (expense) | 0 | 0 | 0 | 101 |
Interest expense | (116,099) | (137,514) | (360,711) | (504,997) |
Total other income (expense) | (116,099) | (137,514) | (360,711) | (504,896) |
Income (loss) before income tax | 3,278,498 | (926,933) | 12,464,445 | (5,323,630) |
Income tax benefit (expense) | 0 | 0 | 0 | 0 |
Income (loss) from discontinued operations, net of tax | $ 3,278,498 | $ (926,933) | $ 12,464,445 | $ (5,323,630) |
DISCONTINUED OPERATIONS - Balan
DISCONTINUED OPERATIONS - Balance Sheet Disclosures by Disposal Groups (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
ASSETS | ||
Total current assets | $ 87,670,167 | $ 10,530,947 |
Assets held for sale, noncurrent | 0 | 72,164,157 |
Current liabilities | ||
Total current liabilities | 38,765,716 | 14,342,808 |
Liabilities held for sale, noncurrent | 0 | 24,380,440 |
Held-for-sale | UMO business | ||
ASSETS | ||
Accounts receivable, net | 10,756,838 | 6,280,086 |
Inventory | 6,119,150 | 2,981,551 |
Prepaid expenses | 370,184 | 1,269,310 |
Property and equipment, at cost | 32,188,708 | 0 |
Finance lease right-of-use assets | 1,209,827 | 0 |
Operating lease right-of use assets | 28,898,931 | 0 |
Intangible assets, net | 7,563,036 | 0 |
Other assets | 563,493 | 0 |
Total current assets | 87,670,167 | 10,530,947 |
Property and equipment, at cost | 0 | 32,517,979 |
Finance lease right-of-use assets | 0 | 1,518,611 |
Operating lease right-of use assets | 0 | 28,581,379 |
Intangible assets, net | 0 | 8,930,895 |
Other assets | 0 | 615,293 |
Assets held for sale, noncurrent | 0 | 72,164,157 |
Assets held for sale | 87,670,167 | 82,695,104 |
Current liabilities | ||
Accounts payable | 6,824,664 | 8,065,368 |
Accrued expenses | 2,355,719 | 1,072,873 |
Finance lease liability-current | 686,402 | 373,529 |
Operating lease liability-current | 28,898,931 | 4,831,038 |
Total current liabilities | 38,765,716 | 14,342,808 |
Finance lease liability-noncurrent | 0 | 630,099 |
Operating lease liability-noncurrent | 0 | 23,750,341 |
Liabilities held for sale, noncurrent | 0 | 24,380,440 |
Liabilities held for sale | $ 38,765,716 | $ 38,723,248 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) | Nov. 01, 2021USD ($)day$ / sharesshares | Oct. 25, 2021USD ($) | Jul. 01, 2021$ / shares |
Subsequent Event [Line Items] | |||
Conversion price (in dollars per share) | $ / shares | $ 1,000 | ||
Subsequent Event | Senior Notes | Convertible Notes | |||
Subsequent Event [Line Items] | |||
Loan Amount | $ 155,000,000 | ||
Debt instrument, stated rate (as a percent) | 6.25% | ||
Proceeds from offering | $ 133,900,000 | ||
Portion to fund funds payable | $ 33,700,000 | ||
Portion to fund engineering services | 13,000,000 | ||
Portion to fund repayment under credit facility | 10,900,000 | ||
Portion to fund repayments under certain secured equipment leases | $ 400,000 | ||
Issue price, percentage | 90.00% | ||
Conversion price (in dollars per share) | $ / shares | $ 5.89 | ||
Debt instrument, convertible, percentage of conversion premium (as a percent) | 37.50% | ||
Share price (in usd per share) | $ / shares | $ 4.28 | ||
Percentage of common stock issuable upon conversion | 19.99% | ||
Minimum percentage of common stock issuable upon conversion of the notes | 130.00% | ||
Debt Instrument, convertible, threshold trading days | day | 20 | ||
Debt instrument, convertible, threshold consecutive trading days | day | 30 | ||
Percentage of offer amount for escrow account to be released | 75.00% | ||
Special mandatory redemption date, term | 9 months | ||
Satisfaction of reporting conditions, term | 6 months | ||
Satisfaction of reporting conditions, additional interest, term | 3 months | ||
Debt instrument, conversion ratio | 0.1699235 | ||
Subsequent Event | Senior Notes | Convertible Notes | Debt Instrument, Redemption, Period One | |||
Subsequent Event [Line Items] | |||
Redemption price, percentage (as a percent) | 100.00% | ||
Subsequent Event | Senior Notes | Convertible Notes | Debt Instrument, Redemption, Period Two | |||
Subsequent Event [Line Items] | |||
Redemption price, percentage (as a percent) | 100.00% | ||
Subsequent Event | Senior Notes | Convertible Notes | Debt Instrument, Redemption, Period Three | |||
Subsequent Event [Line Items] | |||
Redemption price, percentage (as a percent) | 100.00% | ||
Subsequent Event | Unsecured Debt | Convertible Notes | |||
Subsequent Event [Line Items] | |||
Percentage of potential principal amount redeemed | 25.00% | ||
Debt instrument, convertible, percentage of additional interest on conversion (as a percent) | 1.00% | ||
Subsequent Event | Unsecured Debt | Convertible Notes | Maximum | |||
Subsequent Event [Line Items] | |||
Common stock issued upon conversion of the convertible notes (in shares) | shares | 36,214,960 | ||
Debt instrument, conversion ratio | 0.2336449 | ||
Subsequent Event | Unsecured Debt | Convertible Notes | Debt Instrument, Redemption, Period Four | |||
Subsequent Event [Line Items] | |||
Redemption price, percentage (as a percent) | 100.00% | ||
Subsequent Event | Unsecured Debt | Convertible Notes | Debt Instrument, Redemption, Period Five | |||
Subsequent Event [Line Items] | |||
Redemption price, percentage (as a percent) | 100.00% |