COVER
COVER - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Mar. 11, 2022 | Jun. 30, 2021 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2021 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Transition Report | false | ||
Entity File Number | 001-11476 | ||
Entity Registrant Name | VERTEX ENERGY, INC. | ||
Entity Incorporation, State or Country Code | 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 12(b) Security | Common Stock,$0.001 Par Value Per Share | ||
Trading Symbol | VTNR | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Entity Shell Company | false | ||
Entity Public Float | $ 685,088,839 | ||
Entity Common Stock, Shares Outstanding | 63,352,411 | ||
Documents Incorporated by Reference | DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant’s definitive proxy statement relating to its 2022 annual meeting of shareholders (the “ 2022 Proxy Statement ”) are incorporated by reference into Part III of this Annual Report on Form 10-K where indicated. The 2022 Proxy Statement will be filed with the U.S. Securities and Exchange Commission within 120 days after the end of the fiscal year to which this report relates. | ||
Entity Central Index Key | 0000890447 | ||
Amendment Flag | false | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2021 |
AUDIT INFORMATION
AUDIT INFORMATION | 12 Months Ended |
Dec. 31, 2021 | |
Audit Information [Abstract] | |
Auditor Firm ID | 298 |
Auditor Name | Ham, Langston & Brezina, L.L.P. |
Auditor Location | Houston, Texas |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets | ||
Cash and cash equivalents | $ 36,129,941 | $ 10,895,044 |
Restricted cash | 100,496,998 | 100,125 |
Accounts receivable, net | 5,296,867 | 5,211,621 |
Inventory | 3,735,878 | 1,458,288 |
Derivative commodity asset | 95,980 | 0 |
Prepaid expenses and other current assets | 4,279,732 | 2,588,887 |
Assets held for sale | 84,116,152 | 9,531,423 |
Total current assets | 234,151,548 | 29,785,388 |
Fixed assets, at cost | 13,811,835 | 14,848,813 |
Less accumulated depreciation | (2,045,241) | (1,573,025) |
Fixed assets, net | 11,766,594 | 13,275,788 |
Finance lease right-of-use assets | 0 | 18,100 |
Operating lease right-of-use assets | 5,011,454 | 4,734,497 |
Intangible assets, net | 358,881 | 466,546 |
Other assets | 14,771,642 | 1,008,733 |
Assets held for sale, noncurrent | 0 | 72,810,906 |
TOTAL ASSETS | 266,060,119 | 122,099,958 |
Current liabilities | ||
Accounts payable | 4,216,275 | 3,310,992 |
Accrued expenses | 3,617,902 | 1,648,964 |
Dividends payable | 0 | 606,550 |
Finance lease-current | 302,166 | 271,099 |
Operating lease-current | 959,573 | 783,747 |
Current portion of long-term debt, net of unamortized finance costs | 2,413,295 | 6,711,708 |
Revolving note | 0 | 133,446 |
Derivative commodity liability | 0 | 94,214 |
Liabilities held for sale, current | 37,644,312 | 12,634,231 |
Total current liabilities | 49,153,523 | 26,194,951 |
Long-term debt | 114,480 | 5,636,957 |
Convertible Senior unsecured notes due 2027, net | 64,015,929 | 0 |
Finance lease-non-current | 0 | 617,679 |
Operating lease-non-current | 4,051,881 | 3,950,750 |
Derivative liability | 75,210,525 | 330,412 |
Liabilities held for sale, noncurrent | 0 | 24,078,274 |
Total liabilities | 192,546,338 | 60,809,023 |
COMMITMENTS AND CONTINGENCIES (Note 4) | 0 | 0 |
TEMPORARY EQUITY | ||
Series B and B1 preferred shares | 43,446,684 | 55,366,186 |
Redeemable non-controlling interest | 43,446,684 | 31,611,674 |
EQUITY | ||
Common stock, $0.001 par value per share; 750,000,000 shares authorized; 63,287,965 and 45,554,841 issued and outstanding at December 31, 2021 and 2020, respectively. | 63,288 | 45,555 |
Additional paid-in capital | 138,620,254 | 94,569,674 |
Accumulated deficit | (110,614,035) | (90,008,778) |
Total Vertex Energy, Inc. stockholders' equity | 28,069,893 | 4,606,871 |
Non-controlling interest | 1,997,204 | 1,317,878 |
Total equity | 30,067,097 | 5,924,749 |
TOTAL LIABILITIES, TEMPORARY EQUITY AND EQUITY | 266,060,119 | 122,099,958 |
Series B Preferred Stock | ||
TEMPORARY EQUITY | ||
Series B and B1 preferred shares | 0 | 12,718,339 |
Series B1 Preferred Stock | ||
TEMPORARY EQUITY | ||
Series B and B1 preferred shares | 0 | 11,036,173 |
Series A Preferred | ||
EQUITY | ||
Series A and C Preferred Stock | 386 | 420 |
Series C Preferred | ||
EQUITY | ||
Series A and C Preferred Stock | $ 0 | $ 0 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Preferred stock, par value (in dollars per share) | $ 0.001 | |
Preferred stock, shares authorized (in shares) | 50,000,000 | |
Preferred stock, shares issued (in shares) | 0 | |
Preferred stock, shares outstanding (in shares) | 0 | |
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) | 63,287,965 | 45,554,841 |
Common stock, shares outstanding (in shares) | 63,287,965 | 45,554,841 |
Series B Preferred Stock | ||
Temporary equity, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Temporary equity, shares authorized | 10,000,000 | 10,000,000 |
Temporary equity, shares issued | 0 | 4,102,690 |
Temporary equity, shares outstanding | 0 | 4,102,690 |
Temporary equity, liquidation preference | $ 0 | $ 12,718,339 |
Preferred stock, shares authorized (in shares) | 10,000,000 | |
Preferred stock, shares issued (in shares) | 0 | 4,102,690 |
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 authorized | 17,000,000 | 17,000,000 |
Temporary equity, shares issued | 0 | 7,399,649 |
Temporary equity, shares outstanding | 0 | 7,399,649 |
Temporary equity, liquidation preference | $ 0 | $ 11,036,173 |
Preferred stock, shares authorized (in shares) | 17,000,000 | |
Preferred stock, shares issued (in shares) | 0 | 7,399,649 |
Preferred stock, shares outstanding (in shares) | 0 | 7,399,649 |
Series A Preferred | ||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized (in shares) | 5,000,000 | 5,000,000 |
Preferred stock, shares issued (in shares) | 385,601 | 419,859 |
Preferred stock, shares outstanding (in shares) | 385,601 | 419,859 |
Preferred stock, liquidation preference | $ 574,546 | $ 625,590 |
Series C Preferred | ||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized (in shares) | 44,000 | 44,000 |
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 ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Statement [Abstract] | |||
Revenues | $ 115,781,375 | $ 47,019,043 | $ 18,357,575 |
Cost of revenues (exclusive of depreciation and amortization shown separately below) | 110,720,368 | 45,520,114 | 16,952,135 |
Depreciation and amortization attributable to costs of revenues | 486,428 | 458,155 | 461,110 |
Gross profit | 4,574,579 | 1,040,774 | 944,330 |
Operating expenses: | |||
Selling, general and administrative expenses | 17,732,690 | 8,117,429 | 6,657,178 |
Loss on assets impairment | 2,123,703 | 0 | 0 |
Depreciation and amortization attributable to operating expenses | 107,664 | 71,776 | 0 |
Total operating expenses | 19,964,057 | 8,189,205 | 6,657,178 |
Loss from operations | (15,389,478) | (7,148,431) | (5,712,848) |
Other income (expense): | |||
Other income | 4,222,000 | 101 | 920,197 |
Loss on sale of assets | (64,278) | (124,515) | (74,111) |
Gain (loss) on change in value of derivative warrant liability | (15,685,355) | 1,638,804 | (487,524) |
Interest expense | (3,487,448) | (409,849) | (541,250) |
Total other income (expense) | (15,015,081) | 1,104,541 | (182,688) |
Loss from continuing operations before income tax | (30,404,559) | (6,043,890) | (5,895,536) |
Income tax benefit | 0 | 0 | 0 |
Loss from continuing operations | (30,404,559) | (6,043,890) | (5,895,536) |
Income (loss) from discontinued operations, net of tax | (5,352,285) | 409,983 | |
Net loss | (7,661,177) | (11,396,175) | (5,485,553) |
Net income (loss) attributable to non-controlling interest and redeemable non-controlling interest from continuing operations | 206,804 | 363,732 | (436,974) |
Net income (loss) attributable to non-controlling interest and redeemable non-controlling interest from discontinued operations | 10,495,772 | 276,208 | 0 |
Net loss attributable to Vertex Energy, Inc. | (18,363,753) | (12,036,115) | (5,048,579) |
Accretion of redeemable noncontrolling interest to redemption value | (1,992,360) | (15,135,242) | (2,279,371) |
Accretion of discount on Series B and B-1 Preferred Stock | (507,282) | (1,687,850) | (2,489,722) |
Dividends on Series B and B-1 Preferred Stock | 258,138 | (1,903,057) | (1,627,956) |
Net loss available to shareholders from continuing operations | (32,852,867) | (25,133,771) | (11,855,611) |
Net income (loss) available to shareholders from discontinued operations, net of tax | 12,247,610 | (5,628,493) | 409,983 |
Net loss available to common stockholders | $ (20,605,257) | $ (30,762,264) | $ (11,445,628) |
Basic income (loss) per common share | |||
Continuing operations (in dollars per share) | $ (0.58) | $ (0.55) | $ (0.29) |
Discontinued operations, net of tax (in dollars per share) | 0.22 | (0.12) | 0.01 |
Basic income (loss) per common share (in dollars per share) | (0.36) | (0.67) | (0.28) |
Diluted income (loss) per common share | |||
Continuing operations (in dollars per share) | (0.58) | (0.55) | (0.29) |
Discontinued operations, net of tax (in dollars per share) | 0.22 | (0.12) | 0.01 |
Diluted income (loss) per common share (in dollars per share) | $ (0.36) | $ (0.67) | $ (0.28) |
Shares used in computing loss per share | |||
Basic (in shares) | 56,302,716 | 45,509,470 | 40,988,946 |
Diluted (in shares) | 56,302,716 | 45,509,470 | 40,988,946 |
CONSOLIDATED STATEMENTS OF EQUI
CONSOLIDATED STATEMENTS OF EQUITY - USD ($) | Total | 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 | Accumulated Deficit | Accumulated DeficitSeries B Preferred Stock | Non-controlling Interest |
Balance at beginning (in shares) at Dec. 31, 2018 | 40,174,821 | 419,859 | 0 | ||||||||||||
Balance at beginning at Dec. 31, 2018 | $ 28,809,044 | $ 40,175 | $ 420 | $ 0 | $ 75,131,122 | $ (47,800,886) | $ 1,438,213 | ||||||||
Increase (Decrease) in Stockholders' Equity | |||||||||||||||
Distribution to noncontrolling | (285,534) | (285,534) | |||||||||||||
Dividends on Series B and B1 Preferred Stock | (1,627,956) | (1,627,956) | |||||||||||||
Accretion of discount on Series B and B1 Preferred Stock | (2,489,722) | $ (1,069,331) | $ (1,420,391) | (2,489,722) | |||||||||||
Share based compensation expense | $ 642,840 | 642,840 | |||||||||||||
Exercise of options to common (in shares) | 112,500 | 78,425 | |||||||||||||
Exercise of options to common | $ 7,075 | $ 79 | 6,996 | ||||||||||||
Adjustment of carrying amount of noncontrolling interest | 970,809 | 970,809 | |||||||||||||
Conversion of Series B1 Preferred stock to common stock (in shares) | 1,642,317 | ||||||||||||||
Conversion of Series B1 Preferred stock to common | 2,562,015 | $ 1,642 | 2,560,373 | ||||||||||||
Issue of common stock and warrants (in shares) | 1,500,000 | ||||||||||||||
Issue of common stock and warrants | 2,216,711 | $ 1,500 | 2,215,211 | ||||||||||||
Adjustment of redeemable noncontrolling interest to redemption value | (2,279,371) | (2,279,371) | |||||||||||||
Net loss | (5,485,553) | (5,048,579) | (436,974) | ||||||||||||
Less: amount attributable to redeemable non-controlling interest | 61,668 | 61,668 | |||||||||||||
Balance at end (in shares) at Dec. 31, 2019 | 43,395,563 | 419,859 | 0 | ||||||||||||
Balance at end at Dec. 31, 2019 | 23,102,026 | $ 43,396 | $ 420 | $ 0 | 81,527,351 | (59,246,514) | 777,373 | ||||||||
Increase (Decrease) in Stockholders' Equity | |||||||||||||||
Dividends on Series B and B1 Preferred Stock | (1,903,057) | (1,903,057) | |||||||||||||
Accretion of discount on Series B and B1 Preferred Stock | (1,687,850) | (833,486) | (854,364) | (1,687,850) | |||||||||||
Share based compensation expense | $ 656,111 | 656,111 | |||||||||||||
Exercise of options to common (in shares) | 0 | ||||||||||||||
Adjustment of carrying amount of noncontrolling interest | $ 9,091,068 | 9,091,068 | |||||||||||||
Conversion of Series B1 Preferred stock to common stock (in shares) | 2,159,278 | ||||||||||||||
Conversion of Series B1 Preferred stock to common | 3,368,474 | $ 2,159 | 3,366,315 | ||||||||||||
Purchase of shares of consolidated subsidiary | (71,171) | (71,171) | |||||||||||||
Adjustment of redeemable noncontrolling interest to redemption value | (15,135,242) | (15,135,242) | |||||||||||||
Net loss | (11,396,175) | (12,036,115) | 639,940 | ||||||||||||
Less: amount attributable to redeemable non-controlling interest | (99,435) | (99,435) | |||||||||||||
Balance at end (in shares) at Dec. 31, 2020 | 45,554,841 | 419,859 | 0 | ||||||||||||
Balance at end 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 | |||||||||||||||
Distribution to noncontrolling | (169,368) | (169,368) | |||||||||||||
Dividends on Series B and B1 Preferred Stock | (372,183) | (372,183) | |||||||||||||
Accretion of discount on Series B and B1 Preferred Stock | (507,282) | (507,282) | 0 | (507,282) | |||||||||||
Share based compensation expense | $ 862,564 | 862,564 | |||||||||||||
Exercise of options to common (in shares) | 2,041,610 | 1,799,590 | 3,092,912 | ||||||||||||
Exercise of options to common | $ 2,189,691 | $ 16,405,818 | $ 1,800 | $ 3,093 | 2,187,891 | $ 16,402,725 | |||||||||
Conversion of Series B1 Preferred stock to common stock (in shares) | 7,722,084 | ||||||||||||||
Conversion of Series B1 Preferred stock to common | 12,046,441 | $ 7,722 | 12,038,719 | ||||||||||||
Conversion of Series A Preferred stock to common stock (in shares) | 34,258 | (34,258) | |||||||||||||
Conversion of Series A Preferred stock to common stock | 0 | $ 34 | $ (34) | ||||||||||||
Conversion of Series B Preferred Stock to common stock (in shares) | 5,084,280 | ||||||||||||||
Conversion of Series B Preferred Stock to common stock | $ 13,194,086 | $ 5,084 | $ 12,558,681 | $ 630,321 | |||||||||||
Contribution from noncontrolling interest | (11,231) | (11,231) | |||||||||||||
Adjustment of redeemable noncontrolling interest to redemption value | (1,992,360) | (1,992,360) | |||||||||||||
Net loss | (7,661,177) | (18,363,753) | 10,702,576 | ||||||||||||
Less: amount attributable to redeemable non-controlling interest | (9,842,651) | (9,842,651) | |||||||||||||
Balance at end (in shares) at Dec. 31, 2021 | 63,287,965 | 385,601 | 0 | ||||||||||||
Balance at end at Dec. 31, 2021 | $ 30,067,097 | $ 63,288 | $ 386 | $ 0 | $ 138,620,254 | $ (110,614,035) | $ 1,997,204 |
CONSOLIDATED STATEMENTS OF EQ_2
CONSOLIDATED STATEMENTS OF EQUITY (Parenthetical) | Dec. 31, 2021$ / shares |
Common stock, par value (in dollars per share) | $ 0.001 |
Preferred stock, par value (in dollars per share) | 0.001 |
Common Stock | |
Common stock, par value (in dollars per share) | 0.001 |
Series A Preferred | |
Preferred stock, par value (in dollars per share) | 0.001 |
Series C Preferred | |
Preferred stock, par value (in dollars per share) | $ 0.001 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Cash flows from operating activities | |||
Net loss | $ (7,661,177) | $ (11,396,175) | $ (5,485,553) |
Net income (loss) from discontinued operations, net of tax | (5,352,285) | 409,983 | |
Net loss from continuing operations | (30,404,559) | (6,043,890) | (5,895,536) |
Adjustments to reconcile net loss from continuing operations to cash used in operating activities: | |||
Stock-based compensation expense | 862,564 | 656,111 | 642,840 |
Depreciation and amortization | 594,092 | 529,931 | 461,110 |
Provision (recovery) for bad debt | 646,910 | 12,176 | (267,876) |
Loss (Gain) on commodity derivative contracts | 2,257,592 | (3,476,593) | 2,458,359 |
Gain on forgiveness of debt | (4,222,000) | 0 | 0 |
Net cash settlement on commodity derivatives | (2,436,055) | 4,253,198 | (2,841,052) |
Loss on sale of assets | 64,278 | 124,515 | 74,111 |
Loss on assets impairment | 2,123,703 | 0 | 0 |
Amortization of debt discount and deferred costs | 1,231,492 | 47,826 | 573,908 |
Loss (Gain) on change in value of derivative warrant liability | 15,685,355 | (1,638,804) | 487,524 |
Reduction in contingent consideration | 0 | 0 | (15,564) |
Changes in operating assets and liabilities, net of acquisitions: | |||
Accounts receivable | (677,786) | (1,384,179) | 243,947 |
Inventory | (2,245,732) | 389,010 | 567,800 |
Prepaid expenses | (1,702,576) | (19,276) | (422,289) |
Accounts payable | 835,914 | 1,651,015 | (166,121) |
Accrued expenses | 1,967,172 | (407,150) | 470,252 |
Other assets | (100,000) | (644,060) | (222,995) |
Net cash used in operating activities from continuing operations | (15,519,636) | (5,950,170) | (3,851,582) |
Cash flows from investing activities | |||
Internally developed software | 0 | (49,229) | (489,093) |
Deposit for refinery purchase and related costs | (13,662,910) | 0 | 0 |
Proceeds from the sale of assets | 75,168 | 74,965 | 232,020 |
Acquisition of business, net of cash | 2,058 | (1,822,690) | 0 |
Purchase of fixed assets | (1,144,787) | (937,276) | (214,945) |
Net cash used in investing activities from continuing operations | (14,730,471) | (2,734,230) | (472,018) |
Cash flows from financing activities | |||
Line of credit payments, net | (133,446) | (3,142,784) | (568,406) |
Proceeds received from exercise options and warrants | 6,921,846 | 0 | 7,075 |
Proceeds received from issuance of common stock options and warrants | 0 | 0 | 2,216,711 |
Contribution received from shareholder | 2,260 | 0 | 0 |
Distribution to non-controlling interest | (169,368) | 0 | (285,534) |
Capital contribution from non-controlling interest | 0 | 21,000,000 | 3,150,000 |
Payments on finance leases | (586,612) | (226,431) | (79,790) |
Payment of debt issuance costs | 0 | 0 | 0 |
Proceeds from issuance of notes payable | 143,830,975 | 8,217,195 | 2,809,139 |
Payments made on notes payable | (15,835,707) | (10,366,701) | (4,660,120) |
Net cash provided by financing activities from continuing operations | 134,029,948 | 15,481,279 | 2,589,075 |
Discontinued operations: | |||
Net cash provided by operating activities | 25,202,336 | 5,227,024 | 6,324,749 |
Net cash used in investing activities | (3,093,278) | (5,052,429) | (3,154,422) |
Net cash used in financing activities | (257,129) | (176,130) | (85,808) |
Net cash provided by (used in) discontinued operations | 21,851,929 | (1,535) | 3,084,519 |
Net change in cash and cash equivalents and restricted cash | 125,631,770 | 6,795,344 | 1,349,994 |
Cash and cash equivalents and restricted cash at beginning of the year | 10,995,169 | 4,199,825 | 2,849,831 |
Cash and cash equivalents and restricted cash at end of year | 136,626,939 | 10,995,169 | 4,199,825 |
SUPPLEMENTAL INFORMATION | |||
Cash paid for interest | 2,273,304 | 1,050,741 | 2,505,852 |
Cash paid for income taxes | 0 | 0 | 0 |
NON-CASH INVESTING AND FINANCING TRANSACTIONS | |||
Dividends on Series B and B-1 Preferred Stock | (258,138) | 1,903,057 | 1,627,956 |
Initial adjustment of carrying amount of non-controlling interest | 0 | 9,091,068 | 970,809 |
Accretion of discount on Series B and B-1 Preferred Stock | 507,282 | 1,687,850 | 2,489,722 |
Accretion of redeemable noncontrolling interest to redemption value | 1,992,360 | 15,135,242 | 2,279,371 |
Equipment acquired under leases standard | 0 | 1,017,638 | 621,000 |
Series B and B-1 Preferred Stock | |||
NON-CASH INVESTING AND FINANCING TRANSACTIONS | |||
Conversion of Series B and B1 Preferred Stock into common stock | $ 24,610,207 | $ 3,368,474 | $ 2,562,015 |
BASIS OF PRESENTATION AND NATUR
BASIS OF PRESENTATION AND NATURE OF OPERATIONS | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BASIS OF PRESENTATION AND NATURE OF OPERATIONS | BASIS OF PRESENTATION AND NATURE OF OPERATIONS Vertex Energy, Inc. and subsidiaries (“ Vertex Energy ” or the “ Company ”), provides a range of services designed to aggregate, process and recycle industrial and commercial waste systems. Vertex Energy currently provides these services in 15 states, primarily in the Gulf Coast and Central Midwest Region of the United States. UMO Business Sale On June 29, 2021, Vertex Energy 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 Vertex Energy owns 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 Energy, 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); the Company's 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, 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. On January 25, 2022, the Company entered into a mutual agreement with Safety-Kleen to terminate the Sale Agreement given the considerable time and resources required to continue support efforts associated with multiple requests from U.S. Federal Trade Commission. However, the Company is still exploring opportunities to sell the UMO business. 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. Uses and Sources of Liquidity The Company’s primary need for liquidity is to fund working capital requirements of the Company’s businesses, business acquisitions, capital expenditures and for general corporate purposes, including debt repayment. The Company has incurred operating losses for the past several years, and accordingly, the Company has taken a number of actions to continue to support its operations and meet its obligations. As fully disclosed below und er “Ma y 2021 Purchase Agreement ”, Vertex has entered into a definitive agreement to acquire a refinery (the "Mobile Refinery") located in Mobile, Alabama from Equilon Enterprises LLC d/b/a Shell Oil Products US, Shell Oil Company and Shell Chemical LP, subsidiaries of Shell plc. The Company believes it is probable that the Mobile Refinery acquisition will generate additional liquidity. We had working capital of $185.0 million as of December 31, 2021, compared to working capital of $3.6 million as of December 31, 2020. The increase in working capital is mainly due to the restricted escrow account of more than $100 million in connection with the issuance of convertible notes and the entire assets held for sale of $84 million classified as current asset during the year ended December 31, 2021. Our working capital includes the consolidated assets of certain subsidiaries which may only be used to settle the obligations of the respective subsidiaries. The consolidated liabilities of these subsidiaries are non-recourse to the general credit of our consolidated entity. COMPANY OPERATIONS Vertex Energy’s operations are primarily focused on recycling industrial waste streams and off-specification commercial chemical products. The waste streams are purchased from an established network of local and regional collectors and generators. The Company manages the transport, storage and delivery of the aggregated feedstock and product streams to end users. Vertex Energy’s three principal segments are comprised of Black Oil, Refining and Marketing, and Recovery. Black Oil Through its Black Oil segment, which has been operational since 2001, Vertex Energy aggregates and sells used motor oil. The Company has a network of approximately 50 suppliers that collect used oil from businesses such as oil change service stations, automotive repair shops, manufacturing facilities, petroleum refineries, and petrochemical manufacturing operations. The Company procures the used oil from collectors and manages the logistics of transport, storage and delivery to its customers. Typically, the used oil is sold in bulk to ensure the efficient delivery by truck, rail, or barge. In many cases, there are contractual procurement and sale agreements with the suppliers and customers, respectively. The Company believes these contracts are beneficial to all parties involved because they help ensure a minimum volume is procured from collectors, a minimum volume is sold to the customers, and the Company is insulated from inventory risk by a spread between the costs to acquire used oil and the revenues received from the sale and delivery of used oil. In addition, the Company operates its own re-refining operations at the Cedar Marine Terminal, in Baytown, Texas, which uses the Company's proprietary Thermal Chemical Extraction Process (“ TCEP ”) technology to re-refine the used oil into marine fuel cutterstock (when such use makes economic sense) and a higher-value feedstock for further processing. The finished product can then be sold by barge as a fuel oil cutterstock and a feedstock component for major refineries. Through the operations at our Marrero, Louisiana facility, we produce a Vacuum Gas Oil (VGO) product from used oil re-refining which is then sold via barge to end users to utilize in a refining process or a fuel oil blend. Through the operations at our Columbus, Ohio facility, the ownership of 65% of which was transferred to Tensile Capital Partners Master Fund LP, an investment fund based in San Francisco, California ("Tensile") in connection with the Heartland SPV (discussed below under “ Note 6. Share Purchase, Subscription Agreements and Acquisition ” - “ Heartland Share Purchase and Subscription Agreement ”), effective January 1, 2020, we produce a base oil finished product which is then sold via truck or rail car to end users for blending, packaging and marketing of lubricants. Discontinued operations of Vertex include the Black Oil Segment, also referred to as the UMO Business, Refer to Note 19, "Discontinued Operations " for additional information. Refining and Marketing Through its Refining and Marketing segment, which has been operational since 2004, Vertex Energy aggregates used motor oil, petroleum distillates, transmix and other off-specification chemical products. These feedstock streams are purchased from pipeline operators, refineries, chemical processing facilities and third-party providers. The Company has a toll-based processing agreement in place with Monument Chemical Port Arthur, LLC (formerly with KMTEX) (“ Monument Chemical ”) to re-refine these feedstock streams, under the Company’s direction, into various end products. Monument Chemical uses industry standard processing technologies to re-refine the feedstock into pygas, gasoline blendstock and marine fuel cutterstock. The Company sells the re-refined products directly to end customers or to processing facilities for further refinement. In addition, we are distributing refined motor fuels such as gasoline, blended gasoline products and diesel used as engine fuels, to third party customers who typically resell these products to retailers and end consumers. Recovery Through its Recovery segment, Vertex Energy aggregates and sells ferrous and non-ferrous recyclable metal products that are recovered from manufacturing and consumption. It also includes trading/marketing of Group III Base Oils through January 2021. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company, its wholly-owned subsidiaries, entities controlled by the Company through a greater than 50% voting interest and certain variable interest entities (“VIE”) for which the Company is the primary beneficiary. All intercompany transactions have been eliminated. For consolidated entities where the Company owns or is exposed to less than 100% of the economics, the Company records net income (loss) attributable to noncontrolling interests in the consolidated statements of operations equal to the percentage of the economic or ownership interest retained in such entities by the respective noncontrolling parties. The Company assesses whether it is the primary beneficiary of a VIE at the inception of the arrangement and at each reporting date. This assessment is based on the Company’s power to direct the activities of the VIE that most significantly impact the VIE’s economic performance and its obligation to absorb losses or the right to receive benefits from the VIE that could potentially be significant to the VIE. The following is a description of the Company’s consolidated wholly-owned subsidiaries and consolidated VIEs: • Cedar Marine Terminals, L.P. (“ CMT ”) operates a 19-acre bulk liquid storage facility on the Houston Ship Channel. The terminal serves as a truck-in, barge-out facility and provides throughput terminal operations. CMT is also the site of the TCEP. • Crossroad Carriers, L.P. (“ Crossroad ”) is a common carrier that provides transportation and logistical services for liquid petroleum products, as well as other hazardous materials and product streams. • Vertex Recovery, L.P. (“ Vertex Recovery ”) is a generator solutions company for the recycling and collection of used oil and oil-related residual materials from large regional and national customers throughout the U.S. It facilitates its services through a network of independent recyclers and franchise collectors. • H&H Oil, L.P. (“ H&H Oil ”) collects and recycles used oil and residual materials from customers based in Austin, Baytown, Dallas, San Antonio and Corpus Christi, Texas. • Vertex Refining, LA, LLC which owned a used oil re-refinery based in Marrero, Louisiana and also has assets in Belle Chasse, Louisiana, prior to the consummation of the MG Share Purchase in July 2019, as discussed below under “ Note 6. Share Purchase, Subscription Agreements, and Acquisition ” - “ Myrtle Grove Share Purchase and Subscription Agreement . • Vertex Refining, NV, LLC (" Vertex Refining ") is a base oil marketing and distribution company with customers throughout the United States. • Vertex Recovery Management, LLC is currently buying and preparing ferrous and non-ferrous scrap intended for large haul barge sales. • Vertex Refining, OH, LLC collects and re-refines used oil and residual materials from customers throughout the Midwest. Refinery operations are based in Columbus, Ohio with collection branches located in Norwalk, Ohio, Zanesville, Ohio, Ravenswood, West Virginia, and Mt. Sterling, Kentucky. Effective January 1, 2020, the ownership of 65% of the assets of Vertex OH, LLC were transferred to Tensile in connection with the Heartland SPV transaction (discussed below under “ Note 6. Share Purchase, Subscription Agreements, and Acquisition ” - “Heartland Share Purchase and Subscription Agreement”). • HPRM LLC ( “ Heartland SPV ” ), a Delaware Limited Liability Company. Heartland SPV is currently owned 35% by Vertex Operating and 65% by Tensile-Heartland. • Vertex Refining Myrtle Grove LLC (“MG SPV”), is a special purpose entity formed to hold the Belle Chasse, Louisiana, re-refining complex, which entity is 85% owned by Vertex Operating. • Crystal Energy, LLC (" Crystal ") purchases, stores, sells, and distributes refined motor fuels. These activities include the wholesale distribution of gasoline, blended gasoline, and diesel for use as engine fuel to operate automobiles, trucks, locomotives, and construction equipment. • Vertex Energy Operating, LLC (" Vertex Operating "), is a holding company for various of the subsidiaries described above. • Leverage Lubricant, LLC ("Leverage"), is in the business of wholesale specialty blending of lubricants and warehousing and distribution of petroleum based products and related services, which entity is 51% owned by Vertex Operating. Cash and 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. December 31, 2021 December 31, 2020 Cash and cash equivalents $ 36,129,941 $ 10,895,044 Restricted cash 100,496,998 100,125 Cash and cash equivalents and restricted cash as shown in the consolidated statements of cash flows $ 136,626,939 $ 10,995,169 The Company has placed $100,000 of restricted cash in a money market account, to serve as collateral for payment of a credit card, and $100,396,873 of restricted cash in an escrow account in connection with the issuance of the convertible notes. Accounts Receivable Accounts receivable represents amounts due from customers. Accounts receivable are recorded at invoiced amounts, net of reserves and allowances, do not bear interest and are not collateralized. The Company uses its best estimate to determine the required allowance for doubtful accounts based on a variety of factors, including the length of time receivables are past due, economic trends and conditions affecting its customer base, significant one-time events and historical write-off experience. Specific provisions are recorded for individual receivables when we become aware of a customer’s inability to meet its financial obligations. The Company reviews the adequacy of its reserves and allowances quarterly. Receivable balances greater than 90 days past due are individually reviewed for collectability and if deemed uncollectible, are charged off against the allowance accounts after all means of collection have been exhausted and the potential for recovery is considered remote. The allowance was $999,683 and $352,775 at December 31, 2021 and 2020, respectively. Inventory Inventories of products consist of feedstocks and refined petroleum products 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 whenever events or circumstances indicate that the value may not be recoverable. Fixed Assets Fixed assets are stated at historical costs. Depreciation of fixed assets placed in operations is provided using the straight-line method over the estimated useful lives of the assets. The policy of the Company is to charge amounts for major maintenance and repairs to expenses, and to capitalize expenditures for major replacements and betterments. Internal-Use Software The Company incurs costs related to internal-use software and cloud computing implementation costs, including purchased software and internally-developed software. Costs incurred in the planning and evaluation stage of internally-developed software and cloud computing development are expensed as incurred. Certain costs incurred and accumulated during the application development stage are capitalized and included within intangibles, net on the consolidated balance sheets. Amortization of internal-use software is recognized on a straight-line basis over the estimated useful life of the assets. Cloud Computing Costs The Company has non-cancellable cloud computing hosting arrangements for which it incurs implementation costs. Costs incurred in the planning and evaluation stage of the cloud computing hosting arrangement are expensed as incurred. Costs incurred during the application development stage related to implementation of the hosting arrangement are capitalized and included within prepaid expenses on the consolidated balance sheets. Amortization of implementation costs is recognized on a straight-line basis over the term of the associated hosting arrangement for each module or component of the related hosting arrangement when it is ready for its intended use. Amortization costs are presented in selling, general and administrative expense on the consolidated statements of operations. Asset Retirement Obligations The Company records a liability, which is referred to as an asset retirement obligation, at fair value for the estimated cost to retire a tangible long-lived asset at the time the Company incurs that liability, which is generally when the asset is purchased, constructed, or leased. The Company records the liability when it has a legal obligation to incur costs to retire the asset and when a reasonable estimate of the fair value of the liability can be made. If a reasonable estimate cannot be made at the time the liability is incurred, the Company records the liability when sufficient information is available to estimate the liability’s fair value. Intangible Assets Intangible assets are amortized over their estimated useful lives. Amortizable intangible assets are reviewed at least annually to determine whether events and circumstances warrant a revision to the remaining period of amortization or an impairment. Business Combinations The Company accounts for business combinations using the acquisition method of accounting. The results of operations for the acquired entities are included in the Company’s consolidated financial results from their associated acquisition dates. The Company allocates the purchase price of acquisitions to the tangible assets, liabilities, and identifiable intangible assets acquired based on their estimated fair values. A portion of the purchase price for certain of our acquisitions is contingent upon the realization of certain operating results. The fair values assigned to identifiable intangible assets acquired and contingent consideration were determined by third party specialists engaged by the Company on a case-by-case basis. The excess of the purchase price over the fair value of the identified assets and liabilities is recorded as goodwill. If the fair value of the identified assets and liabilities exceeds the purchase price, a bargain purchase is recognized and included in income from continuing operations. Fair Value of Financial Instruments Under the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (ASC), the Company is permitted to elect to measure financial instruments and certain other items at fair value, with the change in fair value recorded in earnings. The Company has elected not to measure any eligible items using the fair value option. Consistent with the Fair Value Measurement Topic of the FASB ASC, the Company implemented guidelines relating to the disclosure of its methodology for periodic measurement of our assets and liabilities recorded at fair market value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. A three-tier fair value hierarchy prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. Our Level 1 assets primarily include our cash and cash equivalents. Valuations are obtained from readily available pricing sources for market transactions involving identical assets or liabilities. The carrying amounts of accounts receivable, accounts payable and accrued liabilities approximate their fair values due to the immediate or short-term maturities of these financial instruments. Our Level 2 liabilities include our marked to market changes in the estimated value of our open derivative contracts held at the balance sheet date. The Company estimates the fair values of the crude oil swaps and collars based on published forward commodity price curves for the underlying commodity as of the date of the estimate for which published forward pricing is readily available. The determination of the fair values above incorporates various factors including the impact of the Company's non-performance risk and the credit standing of the counterparty involved in the Company's derivative contracts. In addition, the Company routinely monitors the creditworthiness of its counterparty. Our Level 3 liabilities include our marked to market changes in the estimated value of our derivative warrants issued in connection with our Series B Preferred Stock and Series B1 Preferred Stock, all of which have expired as of December 31, 2021, and convertible notes which were sold in November 2021. Nonfinancial assets and liabilities measured at fair value on a nonrecurring basis include certain nonfinancial assets and liabilities as may be acquired in a business combination and thereby measured initially at fair value. Debt Issuance Costs The Company follows the accounting guidance of ASC 835-30, Interest-Imputation of Interest, which requires that debt issuance costs related to a recognized debt liability be reported on the Consolidated Balance Sheet as a direct reduction from the carrying amount of that debt liability. Revenue Recognition We account for a contract when it has approval and commitment from both parties, the rights of the parties are identified, payment terms are identified, the contract has commercial substance and collectability of consideration is probable. Revenue is recognized when our performance obligations under the terms of a contract with our customers are satisfied. Recognition occurs when the Company transfers control by completing the specified services at the point in time the customer benefits from the services performed or once our products are delivered. Revenue is measured as the amount of consideration we expect to receive in exchange for completing our performance obligations. Sales tax and other taxes we collect with revenue-producing activities are excluded from revenue. In the case of contracts with multiple performance obligations, the Company allocates the transaction price to each performance obligation based on the relative stand-alone selling prices of the various goods and/or services encompassed by the contract. We do not have any material significant payment terms, as payment is generally due within 30 days after the performance obligation has been satisfactorily completed. The Company has elected the practical expedient to recognize the incremental costs of obtaining a contract as an expense when incurred if the amortization period of the asset that we otherwise would have recognized is one year or less. In applying the guidance in Topic 606, there were no judgments or estimates made that the Company deems significant. The nature of the Company's contracts give rise to certain types of variable consideration. The Company estimates the amount of variable consideration to include in the estimated transaction price based on historical experience, anticipated performance and its best judgment at the time and to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved. From time to time, our fuel oil customers in our black oil segment may request that we store product at our facilities which they purchase from us. We recognize revenues for these “bill and hold” sales only if the following criteria have been met: (1) there is a substantive reason for the arrangement, (2) the product is segregated and identified as the customer's asset, (3) the product is ready for delivery to the customer, and (4) we cannot use the product or direct it to another customer. 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, stockholders' equity or cash flows. The Company reclassified $461,110 of depreciation and amortization from operating expenses to a component of cost of revenues in the accompanying 2019 consolidated statement of operations. 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. Significant items subject to estimates and assumptions include the carrying amount and useful lives of property and equipment and intangible assets, impairment assessments, share-based compensation expense, and valuation allowances for accounts receivable, inventories, deferred tax assets, derivative liabilities, and redemption value of noncontrolling interest. Leases In February 2016, the FASB issued Accounting Standards Update No. 2016-02 (ASU 2016-02), Leases (Topic 842) . ASU 2016-02 requires companies to recognize lease assets and lease liabilities on the balance sheet and disclose key information about leasing arrangements. The Company adopted ASU No. 2016-02, Leases (Topic 842) effective January 1, 2019 and elected certain practical expedients which permit us to not reassess whether existing contracts are or contain leases, to not reassess the lease classification of any existing leases, to not reassess initial direct costs for any existing leases, and to not separate lease and nonlease components for all classes of underlying assets. We also made an accounting policy election to keep leases with an initial term of 12 months or less off of the balance sheet for all classes of underlying assets. Additional information and disclosures required by this new standard are contained in " Note 18. Leases ". 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 FASB 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. During August 2021, Hurricane Ida made landfall in southeast Louisiana, approximately 30 miles directly south and west of the Myrtle Grove facility, which resulted in the entire 42 acre Myrtle Grove site to be covered with 4-6 feet of storm surge. The Company determined that the hurricane triggered the uncertainty around the recoverability of some Construction-In-Progress assets and impaired these assets at December 31, 2021. There was no asset impairment determined at December 31, 2020. Refer to " Note 5 . Fixed Asse ts " for detailed information. Income Taxes The Company accounts for income taxes in accordance with the FASB ASC Topic 740. The Company records a valuation allowance against net deferred tax assets if, based upon the available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income and when temporary differences become deductible. The Company considers, among other available information, uncertainties surrounding the recoverability of deferred tax assets, scheduled reversals of deferred tax liabilities, projected future taxable income, and other matters in making this assessment. As part of the process of preparing its consolidated financial statements, the Company is required to estimate its income taxes in each of the jurisdictions in which it operates. This process requires the Company to estimate its actual current tax liability and to assess temporary differences resulting from differing book versus tax treatment of items, such as deferred revenue, compensation and benefits expense and depreciation. These temporary differences result in deferred tax assets and liabilities, which are included within the Company’s consolidated balance sheet. Significant management judgment is required in determining the Company’s provision for income taxes, its deferred tax assets and liabilities and any valuation allowance recorded against its net deferred tax assets. In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized and, when necessary, valuation allowances are established. The ultimate realization of the deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences become deductible. Management considers the level of historical taxable income, scheduled reversals of deferred taxes, projected future taxable income and tax planning strategies that can be implemented by the Company in making this assessment. If actual results differ from these estimates or the Company adjusts these estimates in future periods, the Company may need to adjust its valuation allowance, which could materially impact the Company’s consolidated financial position and results of operations. Tax contingencies can involve complex issues and may require an extended period of time to resolve. Changes in the level of annual pre-tax income can affect the Company’s overall effective tax rate. Until all net operating losses are utilized, there is no impact on the effective tax rate. Furthermore, the Company’s interpretation of complex tax laws may impact its recognition and measurement of current and deferred income taxes. The Company recognizes and measures a tax benefit from uncertain tax positions when it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The Company recognizes a liability for unrecognized tax benefits resulting from uncertain tax positions taken or expected to be taken in a tax return. The Company adjusts these liabilities when its judgment changes as a result of the evaluation of new information not previously available. Due to the complexity of some of these uncertainties, the ultimate resolution may result in a payment that is materially different from the current estimate or future recognition of an unrecognized benefit. These differences will be reflected as increases or decreases to income tax expense in the period in which they are determined. The Company recognizes interest and penalties related to unrecognized tax benefits within the income tax expense line in the consolidated statements of operations. Accrued interest and penalties are included within deferred taxes, unrecognized tax benefits and other long-term liabilities line in the consolidated balance sheet. Derivative Transactions All derivative instruments are recorded on the accompanying balance sheets at fair value. Commodity derivative transactions are not designated as cash flow hedges under FASB ASC 815, Derivatives and Hedges. Accordingly, these commodity derivative contracts are marked-to-market and any changes in the estimated value of commodity derivative contracts held at the balance sheet date are recognized in the accompanying statements of operations as increases (losses) or decreases (gains) in cost of revenues. The derivative assets or liabilities are classified as either current or noncurrent assets or liabilities based on their anticipated settlement date. The Company nets derivative assets and liabilities for counterparties where it has a legal right of offset. In accordance with ASC 815-40-25 and ASC 815-10-15, Derivatives and Hedging and ASC 480-10-25, Liabilities-Distinguishing from Equity, convertible preferred shares are accounted for net, outside of shareholders' equity and warrants are accounted for as liabilities at their fair value during periods where they can be net cash settled in case of a change in control transaction. The warrants are accounted for as a liability at their fair value at each reporting period. The value of the derivative warrant liability will be re-measured at each reporting period with changes in fair value recorded in earnings. To derive an estimate of the fair value of these warrants, a Dynamic Black Scholes model is utilized which computes the impact of a possible change in control transaction upon the exercise of the warrant shares. This process relies upon inputs such as shares outstanding, our quoted stock prices, strike price and volatility assumptions to dynamically adjust the payoff of the warrants in the presence of the dilution effect. In accordance with ASC 815-40-25 and ASC 815-10-15, Derivatives and Hedging, the convertible notes are indexed to the Company's common stock, and cash settlement requires the conversion feature to be classified as a derivative liability at fair value and to be bifurcated from the convertible notes. To derive an estimate of the fair value of this cash settlement, a Dynamic Black Scholes model is utilized which computes the derivative liability of the cash settlement. This process relies upon inputs such as our quoted stock prices, strike price and volatility assumptions to dynamically adjust the payoff of the settlement. Preferred Stock Classification A mandatorily redeemable financial instrument shall be classified as a liability unless the redemption is required to occur only upon the liquidation or termination of the reporting entity. A financial instrument issued in the form of shares is mandatorily redeemable if it embodies an unconditional obligation requiring the issuer to redeem the instrument by transferring its assets at a specified or determinable date (or dates) or upon an event certain to occur. A financial instrument that embodies a conditional obligation to redeem the instrument by transferring assets upon an event not certain to occur becomes mandatory redeemable-and, therefore, becomes a liability-if that event occurs, the condition is resolved, or the event becomes certain to occur. The Series B Preferred Stock and Series B1 Preferred Stock required the Company to redeem such preferred stock on the fifth anniversary of the issuance of the Series B Preferred Stock and Series B1 Preferred Stock if the redemption would not be subject to the existing restrictions under the Company's senior credit agreement and if the Company was not prohibited from completing such redemption under Nevada law. SEC reporting requirements provide that any possible redemption outside of the control of the Company requires the preferred stock to be classified outside of permanent equity. Stock Based Compensation The Company accounts for stock-based expense and activity in accordance with FASB ASC Topic 718, which establishes accounting for equity instruments exchanged for services. Under this topic, stock-based compensation costs are measured at the grant date, based on the calculated fair value of the award, and are recognized as an expense over both the employee and non-employee’s requisite service period, generally the vesting period of the equity grant. The Company estimates the fair value of stock options using the Black-Scholes valuation model. Key input assumptions used to estimate the fair value of stock options include the exercise price of the award, expected option term, expected volatility of the stock over the option’s expected term, risk-free interest rate over the option’s expected term, and the expected annual dividend yield. The Company believes that the valuation technique and approach utilized to develop the underlying assumptions are appropriate in calculating the fair values of the stock options granted. Earnings Per Share Basic earnings per share is computed by dividing income (loss) available to common shareholders by the weighted average number of common shares outstanding for the periods presented. The calculation of basic earnings per share for the years ended December 31, 2021, 2020 and 2019, respectively, includes the weighted average of common shares outstanding. Diluted net income (loss) per share is computed by dividing the net income (loss) attributable to common shareholders by the weighted average number of common and common equivalent shares outstanding during the period. Diluted earnings per share reflect 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. Redeemable Noncontrolling Interest As more fully described in " Note 6. Share Purchase, Subscription Agreements and acquisitions ", the Company is party to put/call option agreements with the holder of MG SPV’s and Heartland SPV's 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. 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 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 |
REVENUES
REVENUES | 12 Months Ended |
Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
REVENUES | REVENUES Disaggregation of Revenue The following table presents our revenues disaggregated by source: Year ended December 31, 2021 Black Oil Refining & Marketing Recovery Total Sources of Revenue Pygas $ — $ 13,438,244 $ — $ 13,438,244 Industrial fuel — 1,600,839 — 1,600,839 Distillates — 78,190,691 — 78,190,691 Oil collection services 677,487 — 3,423 680,910 Metals — — 21,008,600 21,008,600 Other re-refinery products — — 862,091 862,091 Total revenues $ 677,487 $ 93,229,774 $ 21,874,114 $ 115,781,375 Year ended December 31, 2020 Black Oil Refining & Marketing Recovery Total Sources of Revenue Pygas $ — $ 6,627,128 $ — $ 6,627,128 Industrial fuel — 234,792 — 234,792 Distillates — 28,942,465 — 28,942,465 Oil collection services 4,735 — — 4,735 Metals — — 11,261,607 11,261,607 Other re-refinery products — — (51,684) (51,684) Total revenues $ 4,735 $ 35,804,385 $ 11,209,923 $ 47,019,043 Year ended December 31, 2019 Black Oil Refining & Marketing Recovery Total Sources of Revenue Pygas $ — $ 10,873,699 $ — $ 10,873,699 Industrial fuel — 2,029,371 — 2,029,371 Distillates — 54,697 — 54,697 Metals — — 5,324,453 5,324,453 Other re-refinery products — — 75,355 75,355 Total revenues $ — $ 12,957,767 $ 5,399,808 $ 18,357,575 |
CONCENTRATIONS, SIGNIFICANT CUS
CONCENTRATIONS, SIGNIFICANT CUSTOMERS, COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2021 | |
Concentrations, Significant Customers, Commitments And Contingencies Disclosure [Abstract] | |
CONCENTRATIONS, SIGNIFICANT CUSTOMERS, COMMITMENTS AND CONTINGENCIES | CONCENTRATIONS, SIGNIFICANT CUSTOMERS, COMMITMENTS AND CONTINGENCIESThe Company has concentrated credit risk for cash by maintaining deposits in one bank. These balances are insured by the Federal Deposit Insurance Corporation up to $250,000. From time to time during the years ended December 31, 2021 and 2020, the Company’s cash balances exceeded the federally insured limits. No losses have been incurred relating to this concentration. For the years ended December 31, 2021, 2020, and 2019, the Company’s revenues and receivables were comprised of the following customer concentrations: 2021 2020 2019 % of % of Receivables % of % of Receivables % of % of Receivables Customer 1 22% 13% 21% 13% —% —% Customer 2 16% 11% 13% 8% —% —% Customer 3 13% 18% 7% 8% 8% 3% Customer 4 12% 18% 13% 14% 59% 28% Customer 5 7% 3% 6% 3% —% —% At December 31, 2021, 2020 and 2019, and for the years then ended, the Company's segment revenues were comprised of the following customer concentrations: % of Revenue by Segment 2021 % of Revenue by Segment 2020 % of Revenue by Segment 2019 Black Oil Refining Recovery Black Oil Refining Recovery Black Oil Refining Recovery Customer 1 — % 27 % — % — % 28 % — % — % — % — % Customer 2 — % 20 % — % — % 17 % — % — % — % — % Customer 3 — % — % 67 % — % — % 31 % — % — % 27 % Customer 4 — % 14 % — % — % 18 % — % — % 84 % — % Customer 5 — % 8 % — % — % 8 % — % — % — % — % As of and for the year ended December 31, 2021, the Company had one vendor which accounted for 64% of total purchases and 60% of total payables. One vendor represented 50% of total purchases and 69% payables as of and for the year ended December 31, 2020. As of and for the year ended December 31, 2019, the Company had three vendors which accounted for 25%, 22% and 21% of total purchases and 16%, 52% and 26% of total payables, 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, and access to capital and on the quantities of petroleum-based products that the Company can economically produce. Business commitment: On June 5, 2016, the Company and Penthol LLC reached an agreement for the Company to act as Penthol's exclusive agent to market and promote Group III base oil from the United Arab Emirates to the United States. The Company also agreed to provide logistical support. The start-up date was July 25, 2016, with a 5-year term through 2021. Over the Company's objection, Penthol terminated the Agreement effective January 19, 2021. The Company and Penthol are currently involved in litigation involving such termination and related matters as described below. 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 the June 5, 2016 Sales Representative and Marketing Agreement entered into between Vertex Operating and Penthol (the “ Penthol Agreement ”). Vertex seeks permanent injunctive relief, damages, attorney’s fees, costs of court, and all other relief to which it may be entitled. On February 26, 2021, Penthol filed its second amended answer and counterclaims, alleging that Vertex improperly terminated the Penthol Agreement and that Vertex tortiously interfered with Penthol’s prospective and existing business relationships. Vertex denies these allegations and is vigorously defending them. This case is pending but is currently set for trial in July 2022. 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 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 The Company has a Related Party Transaction committee including at least two independent directors who review and pre-approve all related party transactions. From time to time, the Company consults with a related party law firm. During the years ended December 31, 2021, 2020 and 2019, we paid $742,447, $62,185, and $100,683 respectively, to such law firm for services rendered, which included the review and the drafting of documentation in connection with the Refinery Purchase Agreement (discussed below). 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, Shell Oil Company and Shell Chemical LP, subsidiaries of Shell plc (“Shell”), to purchase the Shell’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 Shell 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 Shell 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 Shell. 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 Shell’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 Shell 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 Shell’s breach of the agreement, respectively, or the failure to obtain any government consent; or by Vertex Operating or Shell, 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 Shell entering into various supply and offtake agreements at closing. The Mobile Acquisition is expected to close early in the second 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 9. Financing Arrangements ”) and the entry into a Term 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, with funds raised through the sale of the November 2021 convertible notes (see “ Note 9. Financing Arrangements ”). In connection with the entry into the Refinery Purchase Agreement, Vertex Operating and the Seller entered 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 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. On January 24, 2022, each of the Company and its subsidiaries party to the Sale Agreement and Safety-Kleen entered into an Asset Purchase Termination Agreement (the “Termination Agreement”) pursuant to which the Sale Agreement was terminated. Pursuant to the terms of the Termination Agreement, the Company agreed to pay a termination fee to Safety-Kleen of $3,000,000. Immediately upon receipt of such termination fee, which the Company paid simultaneously with the execution of the Termination Agreement, the Sale Agreement was terminated and is of no further force or effect, and with no further liability to any party thereunder, other than certain confidentiality obligations of the parties and ongoing liability for any willful or intentional breach of, or non-compliance with, the Sale Agreement. |
FIXED ASSETS, NET
FIXED ASSETS, NET | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
FIXED ASSETS, NET | FIXED ASSETS, NET Fixed assets consist of the following: Useful Life December 31, 2021 December 31, 2020 Equipment 7-20 $ 2,060,572 $ 1,473,470 Furniture and fixtures 7 39,887 39,887 Leasehold improvements 15 113,415 103,619 Office equipment 5 917,894 929,188 Vehicles 5 372,697 372,697 Construction in progress 10,307,370 11,929,952 Total fixed assets 13,811,835 14,848,813 Less accumulated depreciation (2,045,241) (1,573,025) Net fixed assets $ 11,766,594 $ 13,275,788 Depreciation expense was $482,808, $453,811 and $461,110 for the years ended December 31, 2021, 2020 and 2019, respectively for the continued operations. Construction in progress is related to refining equipment at our various facilities. During August 2021, Hurricane Ida made landfall in southeast Louisiana, approximately 30 miles directly south and west of the Myrtle Grove facility, which resulted in the entire 42 acre Myrtle Grove site to be covered with 4-6 feet of storm surge and thus damages of assets and equipment. The Company reviewed the inspection report and related information from insurance companies and a third party engineer, and determined that there is no 100% certainty around the recoverability of some Construction-In-Progress assets such as fire heaters and pumps and instrumentation. The original values of identical or similar assets are used to determine the impairment amount. The Company recorded $2.1 million of loss on assets impairment within other operating expenses on the Consolidated Statements of Operations in the fourth quarter of 2021, of which the entire amount is related to our Black Oil segment. Asset Retirement Obligations: The Company has asset retirement obligations with respect to certain of its refinery assets due to various legal obligations to clean and/or dispose of various component parts of each refinery at the time they are retired. However, these component parts can be used for extended and indeterminate periods of time as long as they are properly maintained and/or upgraded. It is the Company’s practice and current intent to maintain its refinery assets and continue making improvements to those assets based on technological advances. As a result, the Company believes that its refinery assets have indeterminate lives for purposes of estimating asset retirement obligations because dates, or ranges of dates, upon which the Company would retire refinery assets cannot reasonably be estimated. When a date or range of dates can reasonably be estimated for the retirement of any component part of a refinery, the Company estimates the cost of performing the retirement activities and records a liability for the fair value of that cost using established present value techniques. |
SHARE PURCHASE, SUBSCRIPTION AG
SHARE PURCHASE, SUBSCRIPTION AGREEMENTS, AND ACQUISITION | 12 Months Ended |
Dec. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
SHARE PURCHASE, SUBSCRIPTION AGREEMENTS, AND ACQUISITION | SHARE PURCHASE, SUBSCRIPTION AGREEMENTS, AND ACQUISITION 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 December 31, 2021, $30,000 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. MG SPV did not pay the preferential yield during the year ended December 31, 2021. “ Triggering Events ” mean (a) any dissolution, winding up or liquidation of the Company, (b) any sale, lease, license or disposition of any material assets of the Company, (c) any transaction or series of related transactions (whether by merger, exchange, contribution, recapitalization, consolidation, reorganization, combination or otherwise) involving the Company, 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 the Company 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 year ended December 31, 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 $653,121 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 $1,992,360 increased the carrying amount of redeemable noncontrolling interests to the redemption value as of December 31, 2021, of $6,812,080. Adjustments to the carrying amount of redeemable noncontrolling interests to redemption value are reflected in accumulated deficit. The table below presents the reconciliation of changes in redeemable noncontrolling interest during the years ended December 31, 2021, 2020 and 2019: 2021 2020 2019 Beginning balance $ 5,472,841 $ 4,396,894 $ — Capital contribution from non-controlling interest — — 3,150,000 Initial adjustment of carrying amount of non-controlling interest — — (970,809) Net loss attributable to redeemable non-controlling interest (653,121) (176,774) (61,668) Change in ownership — 71,171 — Accretion of non-controlling interest to redemption value 1,992,360 1,181,550 2,279,371 Ending balance $ 6,812,080 $ 5,472,841 $ 4,396,894 Concurrently with the closing of the Heartland Share Purchase Agreement described below, 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. 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 separate guaranty (defined below), the Company, and HPRM LLC, a Delaware limited liability company, which entity was formed as a special purpose vehicle in connection with the transactions, described in greater detail below (“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 (“Vertex OH”) 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 owned 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. 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 (ii) 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, (c) any sale, lease, license or disposition of any material assets of the Company, or (d) any transaction or series of related transactions (whether by merger, exchange, contribution, recapitalization, consolidation, reorganization, combination or otherwise) involving the Company, 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 redeemable 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 December 31, 2021 and 2020: December 31, 2021 December 31, 2020 Cash and cash equivalents $ 13,322,507 $ 7,890,886 Accounts receivable, net 7,078,559 3,591,468 Inventory 1,654,706 629,667 Prepaid expense and other current assets 9,298,734 926,203 Total current assets 31,354,506 13,038,224 Fixed assets, net 6,184,531 6,549,139 Finance lease right-of-use assets 436,039 1,031,353 Operating lease right-of-use assets — 299,758 Intangible assets, net 813,713 1,064,624 Other assets 106,643 108,643 Total assets $ 38,895,432 $ 22,091,741 Accounts payable $ 2,051,721 $ 1,753,160 Accrued expenses 1,658,427 307,340 Finance lease liability-current 295,935 346,029 Operating lease liability-current 175,121 251,037 Total current liabilities 4,181,204 2,657,566 Finance lease liability-long term — 643,446 Operating lease liability-long term — 48,721 Total liabilities $ 4,181,204 $ 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 $10,495,771 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 December 31, 2021, the cumulative amount resulting from the application of the measurement guidance in ASC 810-10 exceeded the redemption value of $4,099,435. The table below presents the reconciliation of changes in redeemable noncontrolling interest relating to Heartland SPV for the years ended December 31, 2021 and 2020. December 31, 2021 December 31, 2020 Beginning balance $ 26,138,833 $ — Initial carrying amount of non-controlling interest — 11,908,932 Net income attributable to redeemable non-controlling interest 10,495,771 276,209 Accretion of non-controlling interest to redemption value — 13,953,692 Ending balance $ 36,634,604 $ 26,138,833 The amount of accretion of redeemable noncontrolling interest to redemption value of $1,992,360 and $15,135,242 for 2021 and 2020, respectively, 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 years ended December 2021 and 2020 respectively. 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 on June 30, 2022 or w ithin 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. Crystal Energy, LLC On June 1, 2020, the Company entered into and closed a Member Interest Purchase Agreement with Crystal Energy, LLC (" Crystal ") pursuant to which the Company agreed to buy all of the outstanding membership interests of Crystal for aggregate cash consideration of $1,822,690. This resulted in the recognition of $1,939,364 in accounts receivable, $976,512 in inventory, $14,484 in other current assets, and $1,107,670 in current liabilities. Upon the closing of the acquisition, Crystal became a wholly-owned subsidiary of the Company. The acquisition was accounted for as a business combination. Crystal is an Alabama limited liability company that was organized on September 7, 2016, for the purpose of purchasing, storing, selling, and distributing refined motor fuels. These activities include the wholesale distribution of gasoline, blended gasoline, and diesel for use as engine fuel to operate automobiles, trucks, locomotives, and construction equipment. Crystal markets its products to third-party customers, and customers will typically resell these products to retailers, end use consumers, and others. These assets are used in our Refining segment. The following table presents results of operations of Crystal as of December 31, 2021 and unaudited results of operations as of December 31, 2020 and 2019, as if the acquisition had occurred as of January 1, 2019. This information has been compiled from current and historical financial statements. 2021 2020 2019 Revenue $ 78,190,691 $ 86,452,097 $ 261,668,500 Net income (loss) 313,789 (690,004) (5,724,176) |
INTANGIBLE ASSETS, NET
INTANGIBLE ASSETS, NET | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS, NET | INTANGIBLE ASSETS, NET Components of intangible assets (subject to amortization) consist of the following items: December 31, 2021 December 31, 2020 Useful Life Gross Accumulated Amortization Net Gross Net Internally-developed software 3-5 $ 538,322 $ 179,440 $ 358,882 $ 538,322 $ 71,776 $ 466,546 Intangible assets are amortized on a straight-line basis. We continually evaluate the amortization period and carrying basis of intangible assets to determine whether subsequent events and circumstances warrant a revised estimated useful life or reduction in value. Total amortization expense of intangibles was $107,664, $71,776 and $0 for the years ended December 31, 2021, 2020 and 2019, respectively. Estimated future amortization expense is as follows: 2022 $ 107,664 2023 107,664 2024 107,664 2025 35,890 2026 — Thereafter — $ 358,882 |
ACCOUNTS RECEIVABLE
ACCOUNTS RECEIVABLE | 12 Months Ended |
Dec. 31, 2021 | |
Receivables [Abstract] | |
ACCOUNTS RECEIVABLE | ACCOUNTS RECEIVABLE Accounts receivable, net, consists of the following at December 31: 2021 2020 Accounts receivable trade $ 6,296,550 $ 5,564,396 Allowance for doubtful accounts (999,683) (352,775) Accounts receivable trade, net $ 5,296,867 $ 5,211,621 |
FINANCING ARRANGEMENTS
FINANCING ARRANGEMENTS | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
FINANCING ARRANGEMENTS | FINANCING ARRANGEMENTS Credit and Guaranty Agreement and Revolving Credit Facility with Encina Business Credit, LLC Effective February 1, 2017, the Company entered into a Credit Agreement (as amended to date, the “ EBC Credit Agreemen t”) with Encina Business Credit, LLC as agent (the “ Agent ” or “ EBC ”) and Encina Business Credit SPV, LLC and CrowdOut Capital LLC as lenders thereunder (the “ EBC Lenders ”). Pursuant to the EBC Credit Agreement, and the terms thereof, the EBC Lenders agreed to loan us up to $20 million, provided that the amount outstanding under the EBC Credit Agreement at any time cannot exceed 50% of the value of the Company's operating plant facilities and related machinery and equipment. Amounts borrowed under the EBC Credit Agreement bear interest at 12%, 13% or 14% per annum, based on the ratio of (a) (i) consolidated EBITDA for such applicable period minus (ii) capital expenditures made during such period, minus (iii) the aggregate amount of income taxes paid in cash during such period (but not less than zero) to (b) the sum of (i) debt service charges plus (ii) the aggregate amount of all dividend or other distributions paid on capital stock in cash for the most recently completed 12 month period (which ratio falls into one of the three following tiers: less than 1 to 1; from 1 to 1 to less than 1.45 to 1; or equal to or greater than 1.45 to 1, which together with the value below, determines which interest rate is applicable) and average availability under the Revolving Credit Agreement (which falls into two tiers: less than $2.5 million and greater than or equal to $2.5 million, which together with the calculation above, determines which interest rate is applicable), as described in greater detail in the EBC Credit Agreement (increasing by 2% per annum upon the occurrence of an event of default). Interest on amounts borrowed under the EBC Credit Agreement is payable by us in arrears, on the first business day of each month, beginning on the first business day of the first full month following the closing, together with required $75,000 monthly principal repayments. We also have the right to make voluntary repayments of the amount owed under the EBC Credit Agreement in amounts equal to or greater than $100,000, from time to time. Amounts borrowed under the Revolving Credit Agreement bear interest, subject to the terms of the Revolving Credit Agreement, at the one month LIBOR interest rate then in effect, subject to a floor of 0.25%, plus an additional 6.50% per annum (increasing by 2% per annum upon the occurrence of an event of default), provided that under certain circumstances amounts borrowed bear interest at the higher of (a) the “prime rate”; (b) the Federal Funds Rate, plus 0.50%; and (c) the LIBOR Rate for a one month interest period, plus 1.00%. Interest on amounts borrowed under the Revolving Credit Agreement is payable by us in arrears, on the first business day of each month, beginning on the first business day of the first full month following the closing. Borrowings under a revolving credit agreement that contain a subjective acceleration clause and also require a borrower to maintain a lockbox with the lender (whereby lockbox receipts may be applied to reduce the amount outstanding under the revolving credit agreement) are considered short-term obligations. As a result, the debt was classified as a current liability at December 31, 2020. 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 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 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 EBC’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. 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 ”) 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 is unsecured, matures on April 28, 2022, and bears 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, and is included in other income in the accompanying consolidated statement of operations. On May 27, 2020, the Company entered into a loan contract security agreement with John Deere to finance the purchase of $152,643 of 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 at rates ranging from 4.00% to 4.90%. All such premium finance agreements have maturities of less than one year and have a balance of $2,375,071 at December 31, 2021 and $1,183,543 at December 31, 2020. Finance Leases 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 is $302,166 and $450,564 at December 31, 2021 and December 31, 2020, respectively. During April and May 2019, the Company obtained five finance leases. Payments are approximately $ 11,710 per month for five years and the amount of the finance lease is $0 and $436,411 at December 31, 2021 and December 31, 2020, respectively. On March 1, 2018, the Company obtained one finance lease. Payments are $908 per month for three years and the amount of the finance lease obligation is $0 and $1,804 at December 31, 2021 and December 31, 2020, respectively The Company's outstanding debt as of December 31, 2021 and December 31, 2020 is summarized as follows: Creditor Loan Type Origination Date Maturity Date Loan Amount Balance on December 31, 2021 Balance on December 31, 2020 Encina Business Credit, LLC Term Loan February 1, 2017 February 1, 2022 $ 20,000,000 $ — $ 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 — 1,378,819 AVT Equipment Lease-HH Finance Lease May 22, 2020 May 22, 2023 $ 551,609 302,166 450,564 John Deere Note Note May 27, 2020 June 27, 2024 $ 152,643 94,005 131,303 Texas Citizens Bank PPP Loan May 5, 2020 April 28, 2022 $ 4,222,000 — 4,222,000 Wells Fargo Equipment Lease-VRM LA Finance Lease March, 2018 March, 2021 $ 30,408 — 1,804 Wells Fargo Equipment Lease-Ohio Finance Lease April-May, 2019 April-May, 2024 $ 621,000 — 436,411 US Small Business Administration SBA Loan July 18, 2020 July 18, 2050 $ 58,700 58,700 — Various institutions Insurance premiums financed Various < 1 year $ 5,178,117 2,375,071 1,183,543 Total $ 2,829,942 $ 13,370,890 Future maturities of debt are summarized as follows: Creditor 2022 2023 2024 2025 2026 Thereafter AVT Equipment Lease-HH $ 302,166 $ — $ — $ — $ — $ — John Deere Note 38,224 39,173 16,608 — — — US Small Business Administration — 1,001 1,303 1,352 1,404 53,640 Various institutions 2,375,071 — — — — — Totals $ 2,715,461 $ 40,174 $ 17,911 $ 1,352 $ 1,404 $ 53,640 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 issue price is 90% of the face amount of each note. Interest payments of the Notes are paid semiannually on April 1 and October 1 of each year, beginning on April 1, 2022. As of December 31, 2021 a total of $1,592,466 of interest was accrued on our outstanding Convertible Notes. 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. 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 (which shareholder approval was received on January 20, 2022), the Company is required to elect “cash settlement” for all conversions of the Convertible Notes. Because the settlement provision requires cash settlement the conversion feature is classified as a derivative liability at fair value. To derive an estimate of the fair value of this cash settlement, a Dynamic Black Scholes model is utilized which computes the derivative liability of the cash settlement. This process relies upon inputs such as our quoted stock prices, strike price and volatility assumptions to adjust the payoff of the settlement. The dynamic Black-Scholes inputs used were: expected dividend rate of 0%, expected volatility of 80%, risk free interest rate of 1.0%, and expected term of 6 years. 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. 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. The components of convertible note are presented as follows : December 31, 2021 Principal Amounts $ 155,000,000 Original issue discount and issuance costs (21,247,142) Derivative liability-conversion feature (70,868,421) Accretion of debt discount 1,131,492 Net Carrying Amount $ 64,015,929 The following is an analysis of changes in the derivative liability issued with the Convertible Notes: Level Three Roll-Forward December 31, 2021 Derivative liabilities at issue date $ 70,868,421 Change of fair value 4,342,104 Derivative liabilities as of December 31, 2021 $ 75,210,525 Our convertible notes will mature on October 1, 2027, unless earlier repurchased, redeemed or converted, interest is payable semiannually in arrears on April 1 and October 1 of each year, beginning on April 1, 2022. The following table represents the future interest payment. Interest payable 2022 2023 2024 2025 2026 Thereafter Interest payable $ 9,687,500 $ 9,687,500 $ 9,687,500 $ 9,687,500 $ 9,687,500 $ 7,272,260 |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES The components of income tax (benefit) expense for the years ended December 31, 2021, 2020 and 2019 are as follows: December 31, 2021 December 31, 2020 December 31, 2019 Current federal tax (expense)/benefit $ — $ (69,000) $ (69,000) Deferred federal tax (expense)/benefit — 69,000 69,000 Total federal tax (expense)/benefit $ — $ — $ — Reconciliation between the amount determined by applying the U.S. federal income tax rate of 21% to pretax income from continuing operations and income tax expense presented in the accompanying consolidated statements of operations was as follows for the years ended December 31, 2021, 2020, and 2019: December 31, 2021 December 31, 2020 December 31, 2019 Statutory tax on book income $ (3,856,000) $ (2,393,000) $ (1,152,000) Permanent differences (574,000) 7,000 139,000 Change in derivative liability 2,382,000 (344,000) 102,000 Tensile transaction gain — 1,745,000 210,000 Change in valuation allowance 6,570,000 904,000 1,344,000 PPP Loan Forgiveness (887,000) — — Non-Controlling Interest (2,247,000) — — State Income Tax Expense (1,388,000) — Prior year return true up — 81,000 (643,000) Income tax expense (benefit) $ — $ — $ — The tax effect of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities at December 31, 2021 and 2020 are presented below: December 31, 2021 December 31, 2020 Deferred tax assets: State net operating loss carry forwards $ 1,206,000 $ — Accrued bonus and stock-based compensation 339,000 403,000 Basis of intangible assets 1,611,000 1,406,000 Bad debt reserve 329,000 120,000 Contribution carryover 60,000 41,000 Acquisition costs 884,000 — Derivative liability - convertible note 18,884,000 — Interest expense carryforward 926,000 — Net operating loss carry forwards 18,609,000 15,168,000 Less valuation allowance (20,927,000) (14,357,000) Total deferred tax assets $ 21,921,000 $ 2,781,000 December 31, 2021 December 31, 2020 Deferred tax liabilities: Basis of fixed assets $ (2,772,000) $ (2,163,000) Discount on convertible note (17,576,000) — Partnership income (1,573,000) (618,000) Total deferred tax liabilities $ (21,921,000) $ (2,781,000) Net deferred tax assets $ — $ — The Company provides a valuation allowance when it is more likely than not that some portion of the deferred tax assets will not be realized. Management assesses the available positive and negative evidence to estimate if sufficient future taxable income will be generated to utilize the existing deferred tax assets. Based on this evaluation, as of December 31, 2021 and 2020, valuation allowances of approximately $20,927,000 and $14,357,000, respectively, has been recorded to reduce net deferred tax assets to an amount that management believes is more than likely not to be realized. The Company is subject to examination by Federal and State tax authorities for fiscal years 2018 through 2021, except for utilization of net operating losses. At December 31, 2021, the Company had federal net operating loss carry-forwards (" NOLs ") of approximately $88.6 million acquired as part of the April 2009 merger between World Waste Technologies, Inc. and the Company's wholly-owned subsidiary Vertex Merger Sub, LLC and subsequent operating losses incurred by the Company. IRC Sections 382 and 383 |
STOCK BASED COMPENSATION
STOCK BASED COMPENSATION | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
STOCK BASED COMPENSATION | STOCK BASED COMPENSATION The stock based compensation cost that has been charged against income by the Company was $862,564, $656,111 and $642,840 for the years ended December 31, 2021, 2020 and 2019, respectively, for options awarded by the Company. Stock option activity for the years ended December 31, 2021, 2020 and 2019 is summarized as follows: OPTIONS ISSUED FOR COMPENSATION: Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life Grant Date Outstanding at December 31, 2018 3,460,750 $ 2.05 3.50 $ 3,469,298 Options granted 1,150,000 $ 1.40 8.76 $ 1,148,662 Options exercised (112,500) $ 0.46 — $ (41,789) Options cancelled/forfeited/expired (80,000) $ 0.46 — $ (28,800) Outstanding at December 31, 2019 4,418,250 1.95 6.25 4,547,371 Vested at December 31, 2019 2,383,625 $ 2.50 4.84 $ 2,625,779 Exercisable at December 31, 2019 2,383,625 3 4.84 2,625,779 Outstanding at December 31, 2019 4,418,250 $ 1.95 6.25 $ 4,547,371 Options granted 686,038 0.81 7.51 355,404 Options exercised — — — — Options cancelled/forfeited/expired — — — — Outstanding at December 31, 2020 5,104,288 $ 1.80 5.55 $ 4,902,775 Vested at December 31, 2020 3,096,000 $ 2.14 4.46 $ 3,110,775 Exercisable at December 31, 2020 3,096,000 $ 2.14 4.46 $ 3,110,775 Outstanding at December 31, 2020 5,104,288 $ 1.80 5.55 $ 4,902,775 Options granted 1,321,240 1.93 9.00 2,066,590 Options exercised (2,041,610) 1.50 — (2,140,138) Options cancelled/forfeited/expired (188,750) 1.40 — (147,478) Outstanding at December 31, 2021 4,195,168 $ 1.73 6.37 $ 4,681,749 Vested at December 31, 2021 1,716,400 $ 1.98 3.94 $ 1,707,422 Exercisable at December 31, 2021 1,716,400 $ 1.98 3.94 $ 1,707,422 On May 14, 2021, the Board of Directors granted 21 employees, 1 officer/director (Benjamin P. Cowart, the Company’s Chief Executive Officer), and 5 board members options to purchase an aggregate of 924,720, 96,520 and 300,000 shares of common stock, respectively, at an exercise price of $1.92, $2.12, and $1.92 per share, respectively, with a ten year, five year, and ten year term, respectively (subject to continued employment/directorship), vesting at the rate of 1/4th of such options per year on the first 4 anniversaries of the grant date, under our 2019 Equity Incentive Plan, in consideration for services rendered and to be rendered to the Company. The grant date fair value is $2,066,590 which amount is being amortized at the rate of $18,223 per month. On June 19, 2020, the Board of Directors approved the grant to three employees and one officer/director (Benjamin P. Cowart, the Company’s Chief Executive Officer) of options to purchase an aggregate of 416,885 and 269,153 shares of common stock, respectively, at an exercise price of $0.78 and $0.86 per share, respectively, with a ten year and five year term, respectively (subject to continued employment/directorship), vesting at the rate of 1/4th of such options per year on the first four anniversaries of the grant date, under our 2019 Stock Incentive Plan, as amended, in consideration for services rendered and to be rendered to the Company. The grant date fair value is $355,404 which amount is being amortized at the rate of $7,404 per month starting in July 2020. On October 9, 2019, the Board of Directors granted one employee options to purchase an aggregate of 75,000 shares of common stock at an exercise price of $1.13 per share with a 5-year term (subject to continued employment), vesting at the rate of 1/4th of such options per year on the first 4 anniversaries of the grant date, under our 2013 Stock Incentive Plan, as amended, in consideration for services rendered and to be rendered to the Company. The grant date fair value is $65,293 which amount is being amortized at the rate of $1,360 per month. On October 29, 2019, the Board of Directors granted the same employee above options to purchase an aggregate of 125,000 shares of common stock at an exercise price of $1.00 per share with a 5-year term (subject to continued employment), vesting at the rate of 1/4th of such options per year on the first 4 anniversaries of the grant date, under our 2019 Equity Incentive Plan, in consideration for services rendered and to be rendered to the Company. The grant date fair value is $93,471 which amount is being amortized at the rate of $1,947 per month. On May 20, 2019, the Board of Directors granted 12 employees, 1 officer/director (Benjamin P. Cowart, the Company’s Chief Executive Officer), and 5 board members options to purchase an aggregate of 487,000, 163,000 and 300,000 shares of common stock, respectively, at an exercise price of $1.45, $1.60, and $1.45 per share, respectively, with a ten year, five year, and ten year term, respectively (subject to continued employment/directorship), vesting at the rate of 1/4th of such options per year on the first 4 anniversaries of the grant date, under our 2013 Stock Incentive Plan, as amended, in consideration for services rendered and to be rendered to the Company. The grant date fair value is $989,898 which amount is being amortized at the rate of $20,623 per month. As of December 31, 2021, there was $2,346,598 of total unrecognized compensation cost. This cost is expected to be recognized over a weighted average period of 2 years. A summary of the Company’s stock warrant activity and related information for the years ended December 31, 2021, 2020 and 2019 is as follows: WARRANTS ISSUED AND OTHER THAN SERIES B AND B1 PREFERRED STOCK: Warrants Weighted Average Exercise Price Weighted Average Remaining Contractual Life Grant Date Outstanding at December 31, 2018 219,868 $ 3.01 0.93 $ 140,249 Warrants granted 1,500,000 $ 2.25 9.70 $ 1,496,372 Warrants exercised — $ — 0.00 $ — Warrants canceled/forfeited/expired (219,868) $ 3.01 0.00 $ (140,249) Warrants at December 31, 2019 1,500,000 $ 3.01 0.93 $ 1,496,372 Vested at December 31, 2019 — $ — 0.00 $ — Exercisable at December 31, 2019 — $ — 0.00 $ — Outstanding at December 31, 2019 1,500,000 $ 3.01 0.93 $ 1,496,372 Warrants granted — — 0.00 — Warrants exercised — — — — Warrants canceled/forfeited/expired — — — — Warrants at December 31, 2020 1,500,000 $ 2.25 8.70 $ 1,496,372 Vested at December 31, 2020 — $ — 0.00 $ — Exercisable at December 31, 2020 — $ — 0.00 $ — Outstanding at December 31, 2020 1,500,000 $ 2.25 8.70 $ 1,496,372 Warrants granted — — — — Warrants exercised — — 0.00 — Warrants canceled/forfeited/expired — — — — Warrants at December 31, 2021 1,500,000 $ 2.25 7.70 $ 1,496,372 Vested at December 31, 2021 — $ — 0.00 $ — Exercisable at December 31, 2021 — $ — 0.00 $ — See " Note 14. Preferred Stock and Temporary Equity " for a description of the warrants that were granted in conjunction with our Series B and B1 Preferred stock. |
EARNINGS PER SHARE
EARNINGS PER SHARE | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
EARNINGS PER SHARE | EARNINGS PER SHARE Basic earnings per share includes no dilution and is computed by dividing income (loss) available to common shareholders by the weighted average number of common shares outstanding for the periods presented. The calculation of basic earnings per share for the years ended December 31, 2021, 2020 and 2019, respectively, includes the weighted average of common shares outstanding. Diluted earnings per share reflect 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 years ended December 31, 2021, 2020, 2019, excludes: 1) options to purchase 4,195,168, 5,104,288 and 4,418,250 shares, respectively, of common stock, 2) warrants to purchase 0, 4,600,921 and 8,633,188 shares, respectively, of common stock, 3) Series B Preferred Stock which is convertible into 0, 4,102,690 and 3,826,055 shares, respectively, of common stock, 4) Series B1 Preferred Stock which is convertible into 0, 7,399,649 and 9,028,085 shares, respectively, of common stock, 5) Series A Preferred Stock which is convertible into 385,601, 419,859 and 419,859 shares of common stock, respectively, and 6) 36,214,960 shares of common stock which 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. |
COMMON STOCK
COMMON STOCK | 12 Months Ended |
Dec. 31, 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 December 31, 2021 and December 31, 2020, there were 63,287,965 and 45,554,841, respectively, shares of common stock issued and outstanding. Each share of the Company's common stock is entitled to equal dividends and distributions per share with respect to the common stock when, as and if declared by the Company's board of directors. No holder of any shares of the Company's common stock has a preemptive right to subscribe for any of the Company's securities, nor are any shares of the Company's common stock subject to redemption or convertible into other securities. Upon liquidation, dissolution or winding-up of the Company and after payment of creditors and preferred shareholders of the Company, if any, the assets of the Company will be divided pro rata on a share-for-share basis among the holders of the Company's common stock. Each share of the Company's common stock is entitled to one vote. Shares of the Company's common stock do not possess any cumulative voting rights. During the year ended December 31, 2021, the Company issued 12,840,622 shares of common stock in connection with the conversion and exchange of Series B1 and Series B Preferred Stock. In addition, the Company issued 1,799,590 shares of common stock in connection with the exercise of options. Also, the Company issued 3,092,912 shares of common stock in connection with the exercise of warrants. During the year ended December 31, 2020, the Company issued 2,159,278 shares of common stock in connection with the conversion of Series B1 Preferred Stock, pursuant to the terms of such securities. During the year ended December 31, 2019, the Company issued 1,642,317 shares of common stock in connection with the conversion of Series B1 Preferred Stock, pursuant to the terms of such securities. In addition, the Company issued 1,500,000 shares of common stock pursuant to the provisions of a subscription agreement entered into with Tensile. Also, the Company issued 12,500 shares of common stock in connection with the cashless exercise of options. Finally, the Company issued 65,925 shares of common stock in connection with the exercise of options for cash. 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 Preferred Stock is 5,000,000 (“ Series A Preferred ”). The total number of designated shares of the Company’s Series B Preferred Stock is 10,000,000. The total number of designated shares of the Company’s Series B1 Preferred Stock is 17,000,000. As of December 31, 2021 and December 31, 2020, there were 385,601 and 419,859 shares of Series A Preferred Stock issued and outstanding. As of December 31, 2021 and December 31, 2020, there were 0 and 4,102,690 Series B Preferred shares issued and outstanding, respectively. As of December 31, 2021 and December 31, 2020, there were 0 and 7,399,649 shares of Series B1 Preferred Stock issued and outstanding, respectively. There were no shares of Series C Preferred Stock issued or outstanding as of December 31, 2020 or 2019. Series A Preferred Holders of outstanding shares of Series A Preferred are entitled to receive dividends, when, as, and if declared by our Board of Directors. No dividends or similar distributions may be made on shares of capital stock or securities junior to our Series A Preferred until dividends in the same amount per share on our Series A Preferred have been declared and paid. In connection with a liquidation, winding-up, dissolution or sale of the Company, each share of our Series A Preferred is entitled to receive $1.49 prior to similar liquidation payments due on shares of our common stock or any other class of securities junior to the Series A Preferred. Shares of Series A Preferred are not entitled to participate with the holders of our common stock with respect to the distribution of any remaining assets of the Company. Each share of Series A Preferred is entitled to that number of votes equal to the number of whole shares of common stock into which it is convertible. Generally, holders of our common stock and Series A Preferred vote together as a single class. Shares of Series A Preferred automatically convert into shares of our common stock on the earliest to occur of the following: • The affirmative vote or written consent of the holders of a majority of the then-outstanding shares of Series A Preferred; • If the closing market price of our common stock averages at least $15.00 per share over a period of 20 consecutive trading days and the daily trading volume averages at least 7,500 shares over such period; • If we consummate an underwritten public offering of our securities at a price per share not less than $10.00 and for a total gross offering amount of at least $10 million; or • If a sale of the Company occurs resulting in proceeds to the holders of Series A Preferred of a per share amount of at least $10.00. Each share of Series A Preferred converts into one share of common stock, subject to adjustment. Series B Preferred Stock and Temporary Equity Dividends on our Series B Preferred Stock accrue at an annual rate of 6% of the original issue price of the preferred stock ($3.10 per share), subject to increase under certain circumstances, and are payable on a quarterly basis. The dividends are payable by the Company, at the Company’s election, in registered common stock of the Company (if available) or cash. In the event dividends are paid in registered common stock of the Company, the number of shares payable will be calculated by dividing (a) the accrued dividend by (b) 90% of the arithmetic average of the volume weighted average price (VWAP) of the Company’s common stock for the 10 trading days immediately prior to the applicable date of determination (the “ June 2015 Dividend Stock Payment Price ”). Notwithstanding the foregoing, in no event may the Company pay dividends in common stock unless the applicable June 2015 Dividend Stock Payment Price is above $2.91. If the Company is prohibited from paying or chooses not to pay, the dividend in cash (due to contractual senior credit agreements or other restrictions) or is unable to pay the dividend in registered common stock, the dividend can be paid in kind in Series B Preferred Stock shares at $3.10 per share. The Series B Preferred Stock includes a liquidation preference (in the amount of $3.10 per share) which is junior to the Company’s previously outstanding shares of preferred stock, senior credit facilities and other debt holders as provided in further detail in the designation and senior to the Series C Preferred Stock and pari passu with the Series B1 Preferred Stock. The Series B Preferred Stock (including accrued and unpaid dividends) is convertible into shares of the Company’s common stock at the holder’s option at $3.10 per share (initially a one-for-one basis). If the Company’s common stock trades at or above $6.20 per share for a period of 20 consecutive trading days, the Company may at such time force conversion of the Series B Preferred Stock (including accrued and unpaid dividends) into common stock of the Company. The Series B Preferred Stock votes together with the common stock on an as-converted basis, provided that each holder’s voting rights are subject to and limited by the Series B Beneficial Ownership Limitation described below. The Company has the option to redeem the outstanding shares of Series B Preferred Stock at $3.10 per share, plus any accrued and unpaid dividends on such Series B Preferred Stock redeemed, at any time beginning on June 24, 2017, and the Company is required to redeem the Series B Preferred Stock at $3.10 per share, plus any accrued and unpaid dividends, on June 24, 2020. Notwithstanding either of the foregoing, the Series B Preferred Stock may not be redeemed unless and until amounts outstanding under the Company’s senior credit facility have been paid in full and such redemption is legal under Nevada law. The Series B Preferred Stock contains a provision prohibiting the conversion of such Series B Preferred Stock into common stock of the Company, if upon such conversion, the holder thereof would beneficially own more than 9.999% of the Company’s then outstanding common stock (the “ Series B Beneficial Ownership Limitation ”). The Series B Beneficial Ownership Limitation does not apply to forced conversions undertaken by the Company pursuant to the terms of the designation (summarized above). The Warrants issued in connection with the Series B Preferred Stock (Series B Warrants) were initially valued using the dynamic Black Scholes Merton formula pricing model that computes the impact of share dilution upon the exercise of the warrant shares at approximately $7,028,067. In accordance with ASC 815-40-25 and ASC 815-10-15 Derivatives and Hedging and ASC 480-10-25 Liabilities-Distinguishing Liabilities from Equity, the convertible preferred shares are accounted for net outside of stockholders' equity with the Warrants accounted for as liabilities at their fair value. The initial value assigned to the derivative warrant liability was recognized through a corresponding discount to the Series B Preferred Stock. The value of the derivative warrant liability will be re-measured at each reporting period with changes in fair value recorded in earnings. The initial valuation of the warrants resulted in a beneficial conversion feature on the convertible preferred stock of $5,737,796. The amounts related to the warrant discount and beneficial conversion feature will be accreted over the term as a deemed dividend. The following table represents the activity related to the Series B Preferred Stock, classified as Temporary Equity on the accompanying Consolidated Balance Sheet, during the years ended December 31, 2021, 2020 and 2019: 2021 2020 2019 Balance at beginning of period $ 12,718,339 $ 11,006,406 $ 8,900,208 Less: conversions of shares to common (8,446,837) — — Less: exchanges of shares to common (4,747,250) — — Plus: discount accretion — 854,364 1,420,391 Plus: dividends in kind 475,748 857,569 685,807 Balance at end of period $ — $ 12,718,339 $ 11,006,406 The Series B1 Warrants were revalued at 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 $330,412. The dynamic Black-Scholes inputs used were: expected dividend rate of 0%, expected volatility of 65%-100%, risk free interest rate of 0.10%, and expected term of 1 year. As of December 31, 2021, the Series B1 Warrants were fully exercised or expired, and the value is $0. The Series B Warrants expired pursuant to their terms on December 24, 2020, and the Series B1 Warrants expired pursuant to their terms on November 13, 2021. As of December 31, 2021 and December 31, 2020, respectively, a total of $0 and $317,970 of dividends were accrued on our outstanding Series B Preferred Stock. Series B1 Preferred Stock and Temporary Equity Dividends on our Series B1 Preferred Stock accrue at an annual rate of 6% of the original issue price of the preferred stock ($1.56 per share), subject to increases under certain circumstances, and are payable on a quarterly basis. The dividends are payable by the Company, at the Company’s election, in registered common stock of the Company (if available) or cash. In the event dividends are paid in registered common stock of the Company, the number of shares payable will be calculated by dividing (a) the accrued dividend by (b) 90% of the arithmetic average of the volume weighted average price (VWAP) of the Company’s common stock for the 10 trading days immediately prior to the applicable date of determination (the “ May 2016 Dividend Stock Payment Price ”). Notwithstanding the foregoing, in no event may the Company pay dividends in common stock unless the applicable May 2016 Dividend Stock Payment Price is above $1.52. If the Company is prohibited from paying, or chooses not to pay, the dividend in cash (due to contractual senior credit agreements or other restrictions) or is unable to pay the dividend in registered common stock, the dividend can be paid in kind in Series B1 Preferred Stock shares at $1.56 per share. The Series B1 Preferred Stock include a liquidation preference (in the amount of $1.56 per share) which is junior to the Company’s previously outstanding shares of preferred stock, except the Series B Preferred Stock, which it is pari passu with, senior credit facilities and other debt holders as provided in further detail in the designation and senior to the Series C Preferred Stock. The Series B1 Preferred Stock (including accrued and unpaid dividends) is convertible into shares of the Company’s common stock at the holder’s option at $1.56 per share (initially a one-for-one basis). If the Company’s common stock trades at or above $3.90 per share for a period of 20 consecutive trading days, after certain triggering events occur, the Company may at such time force conversion of the Series B1 Preferred Stock (including accrued and unpaid dividends) into common stock of the Company. The Series B1 Preferred Stock votes together with the common stock on an as-converted basis, provided that each holder’s voting rights are subject to and limited by the Series B1 Beneficial Ownership Limitation described below. The Company has the option to redeem the outstanding shares of Series B1 Preferred Stock at $1.72 per share, plus any accrued and unpaid dividends on such Series B1 Preferred Stock redeemed, at any time beginning on June 24, 2017, and the Company is required to redeem the Series B Preferred Stock at $1.56 per share, plus any accrued and unpaid dividends, on June 24, 2020. Notwithstanding either of the foregoing, the Series B1 Preferred Stock may not be redeemed unless and until amounts outstanding under the Company’s senior credit facility have been paid in full and such redemption is legal under Nevada law. The Series B1 Preferred Stock and May 2016 Warrants (defined below) contain provisions prohibiting the conversion of such Series B1 Preferred Stock into common stock of the Company, if upon such conversion, the holder thereof would beneficially own more than 9.999% (4.999% for certain holders) of the Company’s then outstanding common stock (the “ Series B1 Beneficial Ownership Limitation ”). The Series B1 Beneficial Ownership Limitation does not apply to forced conversions undertaken by the Company pursuant to the terms of the Designation (summarized above). The Warrants issued in connection with the Series B1 Preferred Stock offering (Series B1 Warrants) were initially valued using the Dynamic Black Scholes Merton formula pricing model that computes the impact of share dilution upon the exercise of the May 2016 Warrant shares at approximately $2,867,264. In accordance with ASC 815-40-25 and ASC 815-10-15 Derivatives and Hedging and ASC 480-10-25 Liabilities-Distinguishing Liabilities from Equity, the convertible Series B1 Preferred Stock shares are accounted for net outside of stockholders’ equity at $0 with the May 2016 Warrants accounted for as liabilities at their fair value. The initial value assigned to the derivative warrant liability was recognized through a corresponding discount to the Series B1 Preferred Stock. The value of the derivative warrant liability will be re-measured at each reporting period with changes in fair value recorded in earnings. This initial valuation of the warrants resulted in a beneficial conversion feature on the convertible preferred stock of approximately $2,371,106. The amounts related to the warrant discount and beneficial conversion feature will be accreted over the term as a deemed dividend. The following table represents the activity related to the Series B1 Preferred Stock, classified as Temporary Equity on the accompanying Consolidated Balance Sheet, for the year ended December 31, 2021, 2020 and 2019: 2021 2020 2019 Balance at beginning of period $ 11,036,173 $ 12,743,047 $ 13,279,755 Less: conversions of shares to common (12,046,441) (3,368,474) (2,562,015) Plus: discount accretion 507,282 833,486 1,069,331 Plus: dividends in kind 502,986 828,114 955,976 Balance at end of period $ — $ 11,036,173 $ 12,743,047 For the years ending December 31, 2021 and December 31, 2020, respectively, a total of $0 and $288,580 of dividends were accrued on our outstanding Series B1 Preferred Stock. The following is an analysis of changes in the derivative liability of the warrants issued with the Series B1 Preferred Stock: Level Three Roll-Forward Year Ended December 31, 2021 2020 Balance at beginning of period $ 330,412 $ 1,969,216 Value of warrants exercised (11,673,663) — Change in fair value of warrants 11,343,251 (1,638,804) Balance at end of period $ — $ 330,412 |
PREFERRED STOCK AND TEMPORARY E
PREFERRED STOCK AND TEMPORARY EQUITY | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
PREFERRED STOCK AND TEMPORARY EQUITY | 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 December 31, 2021 and December 31, 2020, there were 63,287,965 and 45,554,841, respectively, shares of common stock issued and outstanding. Each share of the Company's common stock is entitled to equal dividends and distributions per share with respect to the common stock when, as and if declared by the Company's board of directors. No holder of any shares of the Company's common stock has a preemptive right to subscribe for any of the Company's securities, nor are any shares of the Company's common stock subject to redemption or convertible into other securities. Upon liquidation, dissolution or winding-up of the Company and after payment of creditors and preferred shareholders of the Company, if any, the assets of the Company will be divided pro rata on a share-for-share basis among the holders of the Company's common stock. Each share of the Company's common stock is entitled to one vote. Shares of the Company's common stock do not possess any cumulative voting rights. During the year ended December 31, 2021, the Company issued 12,840,622 shares of common stock in connection with the conversion and exchange of Series B1 and Series B Preferred Stock. In addition, the Company issued 1,799,590 shares of common stock in connection with the exercise of options. Also, the Company issued 3,092,912 shares of common stock in connection with the exercise of warrants. During the year ended December 31, 2020, the Company issued 2,159,278 shares of common stock in connection with the conversion of Series B1 Preferred Stock, pursuant to the terms of such securities. During the year ended December 31, 2019, the Company issued 1,642,317 shares of common stock in connection with the conversion of Series B1 Preferred Stock, pursuant to the terms of such securities. In addition, the Company issued 1,500,000 shares of common stock pursuant to the provisions of a subscription agreement entered into with Tensile. Also, the Company issued 12,500 shares of common stock in connection with the cashless exercise of options. Finally, the Company issued 65,925 shares of common stock in connection with the exercise of options for cash. 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 Preferred Stock is 5,000,000 (“ Series A Preferred ”). The total number of designated shares of the Company’s Series B Preferred Stock is 10,000,000. The total number of designated shares of the Company’s Series B1 Preferred Stock is 17,000,000. As of December 31, 2021 and December 31, 2020, there were 385,601 and 419,859 shares of Series A Preferred Stock issued and outstanding. As of December 31, 2021 and December 31, 2020, there were 0 and 4,102,690 Series B Preferred shares issued and outstanding, respectively. As of December 31, 2021 and December 31, 2020, there were 0 and 7,399,649 shares of Series B1 Preferred Stock issued and outstanding, respectively. There were no shares of Series C Preferred Stock issued or outstanding as of December 31, 2020 or 2019. Series A Preferred Holders of outstanding shares of Series A Preferred are entitled to receive dividends, when, as, and if declared by our Board of Directors. No dividends or similar distributions may be made on shares of capital stock or securities junior to our Series A Preferred until dividends in the same amount per share on our Series A Preferred have been declared and paid. In connection with a liquidation, winding-up, dissolution or sale of the Company, each share of our Series A Preferred is entitled to receive $1.49 prior to similar liquidation payments due on shares of our common stock or any other class of securities junior to the Series A Preferred. Shares of Series A Preferred are not entitled to participate with the holders of our common stock with respect to the distribution of any remaining assets of the Company. Each share of Series A Preferred is entitled to that number of votes equal to the number of whole shares of common stock into which it is convertible. Generally, holders of our common stock and Series A Preferred vote together as a single class. Shares of Series A Preferred automatically convert into shares of our common stock on the earliest to occur of the following: • The affirmative vote or written consent of the holders of a majority of the then-outstanding shares of Series A Preferred; • If the closing market price of our common stock averages at least $15.00 per share over a period of 20 consecutive trading days and the daily trading volume averages at least 7,500 shares over such period; • If we consummate an underwritten public offering of our securities at a price per share not less than $10.00 and for a total gross offering amount of at least $10 million; or • If a sale of the Company occurs resulting in proceeds to the holders of Series A Preferred of a per share amount of at least $10.00. Each share of Series A Preferred converts into one share of common stock, subject to adjustment. Series B Preferred Stock and Temporary Equity Dividends on our Series B Preferred Stock accrue at an annual rate of 6% of the original issue price of the preferred stock ($3.10 per share), subject to increase under certain circumstances, and are payable on a quarterly basis. The dividends are payable by the Company, at the Company’s election, in registered common stock of the Company (if available) or cash. In the event dividends are paid in registered common stock of the Company, the number of shares payable will be calculated by dividing (a) the accrued dividend by (b) 90% of the arithmetic average of the volume weighted average price (VWAP) of the Company’s common stock for the 10 trading days immediately prior to the applicable date of determination (the “ June 2015 Dividend Stock Payment Price ”). Notwithstanding the foregoing, in no event may the Company pay dividends in common stock unless the applicable June 2015 Dividend Stock Payment Price is above $2.91. If the Company is prohibited from paying or chooses not to pay, the dividend in cash (due to contractual senior credit agreements or other restrictions) or is unable to pay the dividend in registered common stock, the dividend can be paid in kind in Series B Preferred Stock shares at $3.10 per share. The Series B Preferred Stock includes a liquidation preference (in the amount of $3.10 per share) which is junior to the Company’s previously outstanding shares of preferred stock, senior credit facilities and other debt holders as provided in further detail in the designation and senior to the Series C Preferred Stock and pari passu with the Series B1 Preferred Stock. The Series B Preferred Stock (including accrued and unpaid dividends) is convertible into shares of the Company’s common stock at the holder’s option at $3.10 per share (initially a one-for-one basis). If the Company’s common stock trades at or above $6.20 per share for a period of 20 consecutive trading days, the Company may at such time force conversion of the Series B Preferred Stock (including accrued and unpaid dividends) into common stock of the Company. The Series B Preferred Stock votes together with the common stock on an as-converted basis, provided that each holder’s voting rights are subject to and limited by the Series B Beneficial Ownership Limitation described below. The Company has the option to redeem the outstanding shares of Series B Preferred Stock at $3.10 per share, plus any accrued and unpaid dividends on such Series B Preferred Stock redeemed, at any time beginning on June 24, 2017, and the Company is required to redeem the Series B Preferred Stock at $3.10 per share, plus any accrued and unpaid dividends, on June 24, 2020. Notwithstanding either of the foregoing, the Series B Preferred Stock may not be redeemed unless and until amounts outstanding under the Company’s senior credit facility have been paid in full and such redemption is legal under Nevada law. The Series B Preferred Stock contains a provision prohibiting the conversion of such Series B Preferred Stock into common stock of the Company, if upon such conversion, the holder thereof would beneficially own more than 9.999% of the Company’s then outstanding common stock (the “ Series B Beneficial Ownership Limitation ”). The Series B Beneficial Ownership Limitation does not apply to forced conversions undertaken by the Company pursuant to the terms of the designation (summarized above). The Warrants issued in connection with the Series B Preferred Stock (Series B Warrants) were initially valued using the dynamic Black Scholes Merton formula pricing model that computes the impact of share dilution upon the exercise of the warrant shares at approximately $7,028,067. In accordance with ASC 815-40-25 and ASC 815-10-15 Derivatives and Hedging and ASC 480-10-25 Liabilities-Distinguishing Liabilities from Equity, the convertible preferred shares are accounted for net outside of stockholders' equity with the Warrants accounted for as liabilities at their fair value. The initial value assigned to the derivative warrant liability was recognized through a corresponding discount to the Series B Preferred Stock. The value of the derivative warrant liability will be re-measured at each reporting period with changes in fair value recorded in earnings. The initial valuation of the warrants resulted in a beneficial conversion feature on the convertible preferred stock of $5,737,796. The amounts related to the warrant discount and beneficial conversion feature will be accreted over the term as a deemed dividend. The following table represents the activity related to the Series B Preferred Stock, classified as Temporary Equity on the accompanying Consolidated Balance Sheet, during the years ended December 31, 2021, 2020 and 2019: 2021 2020 2019 Balance at beginning of period $ 12,718,339 $ 11,006,406 $ 8,900,208 Less: conversions of shares to common (8,446,837) — — Less: exchanges of shares to common (4,747,250) — — Plus: discount accretion — 854,364 1,420,391 Plus: dividends in kind 475,748 857,569 685,807 Balance at end of period $ — $ 12,718,339 $ 11,006,406 The Series B1 Warrants were revalued at 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 $330,412. The dynamic Black-Scholes inputs used were: expected dividend rate of 0%, expected volatility of 65%-100%, risk free interest rate of 0.10%, and expected term of 1 year. As of December 31, 2021, the Series B1 Warrants were fully exercised or expired, and the value is $0. The Series B Warrants expired pursuant to their terms on December 24, 2020, and the Series B1 Warrants expired pursuant to their terms on November 13, 2021. As of December 31, 2021 and December 31, 2020, respectively, a total of $0 and $317,970 of dividends were accrued on our outstanding Series B Preferred Stock. Series B1 Preferred Stock and Temporary Equity Dividends on our Series B1 Preferred Stock accrue at an annual rate of 6% of the original issue price of the preferred stock ($1.56 per share), subject to increases under certain circumstances, and are payable on a quarterly basis. The dividends are payable by the Company, at the Company’s election, in registered common stock of the Company (if available) or cash. In the event dividends are paid in registered common stock of the Company, the number of shares payable will be calculated by dividing (a) the accrued dividend by (b) 90% of the arithmetic average of the volume weighted average price (VWAP) of the Company’s common stock for the 10 trading days immediately prior to the applicable date of determination (the “ May 2016 Dividend Stock Payment Price ”). Notwithstanding the foregoing, in no event may the Company pay dividends in common stock unless the applicable May 2016 Dividend Stock Payment Price is above $1.52. If the Company is prohibited from paying, or chooses not to pay, the dividend in cash (due to contractual senior credit agreements or other restrictions) or is unable to pay the dividend in registered common stock, the dividend can be paid in kind in Series B1 Preferred Stock shares at $1.56 per share. The Series B1 Preferred Stock include a liquidation preference (in the amount of $1.56 per share) which is junior to the Company’s previously outstanding shares of preferred stock, except the Series B Preferred Stock, which it is pari passu with, senior credit facilities and other debt holders as provided in further detail in the designation and senior to the Series C Preferred Stock. The Series B1 Preferred Stock (including accrued and unpaid dividends) is convertible into shares of the Company’s common stock at the holder’s option at $1.56 per share (initially a one-for-one basis). If the Company’s common stock trades at or above $3.90 per share for a period of 20 consecutive trading days, after certain triggering events occur, the Company may at such time force conversion of the Series B1 Preferred Stock (including accrued and unpaid dividends) into common stock of the Company. The Series B1 Preferred Stock votes together with the common stock on an as-converted basis, provided that each holder’s voting rights are subject to and limited by the Series B1 Beneficial Ownership Limitation described below. The Company has the option to redeem the outstanding shares of Series B1 Preferred Stock at $1.72 per share, plus any accrued and unpaid dividends on such Series B1 Preferred Stock redeemed, at any time beginning on June 24, 2017, and the Company is required to redeem the Series B Preferred Stock at $1.56 per share, plus any accrued and unpaid dividends, on June 24, 2020. Notwithstanding either of the foregoing, the Series B1 Preferred Stock may not be redeemed unless and until amounts outstanding under the Company’s senior credit facility have been paid in full and such redemption is legal under Nevada law. The Series B1 Preferred Stock and May 2016 Warrants (defined below) contain provisions prohibiting the conversion of such Series B1 Preferred Stock into common stock of the Company, if upon such conversion, the holder thereof would beneficially own more than 9.999% (4.999% for certain holders) of the Company’s then outstanding common stock (the “ Series B1 Beneficial Ownership Limitation ”). The Series B1 Beneficial Ownership Limitation does not apply to forced conversions undertaken by the Company pursuant to the terms of the Designation (summarized above). The Warrants issued in connection with the Series B1 Preferred Stock offering (Series B1 Warrants) were initially valued using the Dynamic Black Scholes Merton formula pricing model that computes the impact of share dilution upon the exercise of the May 2016 Warrant shares at approximately $2,867,264. In accordance with ASC 815-40-25 and ASC 815-10-15 Derivatives and Hedging and ASC 480-10-25 Liabilities-Distinguishing Liabilities from Equity, the convertible Series B1 Preferred Stock shares are accounted for net outside of stockholders’ equity at $0 with the May 2016 Warrants accounted for as liabilities at their fair value. The initial value assigned to the derivative warrant liability was recognized through a corresponding discount to the Series B1 Preferred Stock. The value of the derivative warrant liability will be re-measured at each reporting period with changes in fair value recorded in earnings. This initial valuation of the warrants resulted in a beneficial conversion feature on the convertible preferred stock of approximately $2,371,106. The amounts related to the warrant discount and beneficial conversion feature will be accreted over the term as a deemed dividend. The following table represents the activity related to the Series B1 Preferred Stock, classified as Temporary Equity on the accompanying Consolidated Balance Sheet, for the year ended December 31, 2021, 2020 and 2019: 2021 2020 2019 Balance at beginning of period $ 11,036,173 $ 12,743,047 $ 13,279,755 Less: conversions of shares to common (12,046,441) (3,368,474) (2,562,015) Plus: discount accretion 507,282 833,486 1,069,331 Plus: dividends in kind 502,986 828,114 955,976 Balance at end of period $ — $ 11,036,173 $ 12,743,047 For the years ending December 31, 2021 and December 31, 2020, respectively, a total of $0 and $288,580 of dividends were accrued on our outstanding Series B1 Preferred Stock. The following is an analysis of changes in the derivative liability of the warrants issued with the Series B1 Preferred Stock: Level Three Roll-Forward Year Ended December 31, 2021 2020 Balance at beginning of period $ 330,412 $ 1,969,216 Value of warrants exercised (11,673,663) — Change in fair value of warrants 11,343,251 (1,638,804) Balance at end of period $ — $ 330,412 |
COMMODITY DERIVATIVE INSTRUMENT
COMMODITY DERIVATIVE INSTRUMENTS | 12 Months Ended |
Dec. 31, 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 option and futures arrangements for oil. For option and 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 December 31, 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 options and future agreements is based on the difference between the strike price and the New York Mercantile Exchange and Brent Complex futures price for the applicable trading months. December 31, 2021 Contract Type Contract Period Weighted Average Trade Price (Barrels) Remaining Volume (Barrels) Fair Value Option Dec. 2021- Mar. 2022 $ 3.18 18,000 $ 136,440 Futures Dec. 2021- Mar. 2022 $ 31.59 20,000 $ 71,000 Futures Dec. 2021- Mar. 2022 $ 32.48 50,000 $ (111,460) December 31, 2020 Contract Type Contract Period Weighted Average Trade 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 December 31, 2021 and 2020 are presented in the table below. Balance Sheet Classification Contract Type 2021 2020 Crude oil options $ 136,440 $ — Crude oil futures (40,460) (94,214) Derivative commodity asset (liability) $ 95,980 $ (94,214) |
JOINT VENTURES
JOINT VENTURES | 12 Months Ended |
Dec. 31, 2021 | |
Equity Method Investments and Joint Ventures [Abstract] | |
JOINT VENTURE | JOINT VENTURES Vertex Recovery Management LA, LLC On May 25, 2016, Vertex Recovery Management, LLC, our wholly-owned subsidiary (" VRM ") and Industrial Pipe, Inc. (" Industrial Pipe "), formed a joint venture Louisiana limited liability company, Vertex Recovery Management LA, LLC (" VRMLA "). VRM owns 51% and Industrial Pipe owns 49% of VRMLA. VRMLA is currently buying and preparing ferrous and non-ferrous scrap intended for large haul barge sales. We consolidated 100% of VRMLA's net income of $1,919,410, $1,103,071 and $765,931, respectively for the years ended December 31, 2021, 2020 and 2019, respectively, and then deducted the 49% or $940,511, $540,505 and $375,306, respectively, of income attributable to the non-controlling interest back to the Company's " Net income attributable to Vertex Energy, Inc. " in the Consolidated Statement of Operations. 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. We consolidated 100% of Leverage's net loss of $164,461 for the year ended December 31, 2021, and then added the 49% or $80,586 of loss attributable to the non-controlling interest back to the Company's " Net income attributable to Vertex Energy, Inc. " in the Consolidated Statement of Operations. |
SEGMENT REPORTING
SEGMENT REPORTING | 12 Months Ended |
Dec. 31, 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 primary 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 years ended December 31, 2021, 2020 and 2019 are as follows: YEAR ENDED DECEMBER 31, 2021 Black Oil Refining and Marketing Recovery Total Revenues: Base oil $ — $ — $ — $ — Pygas — 13,438,244 — 13,438,244 Industrial fuel — 1,600,839 — 1,600,839 Distillates (1) — 78,190,691 — 78,190,691 Oil collection services 677,487 — 3,423 680,910 Metals (2) — — 21,008,600 21,008,600 Other re-refinery products (3) — — 862,091 862,091 VGO/Marine fuel sales — — — — Total revenues 677,487 93,229,774 21,874,114 115,781,375 Cost of revenues (exclusive of depreciation and amortization shown separately below) 1,901,774 89,570,129 19,248,465 110,720,368 Depreciation and amortization attributable to costs of revenues 75,402 127,501 283,525 486,428 Gross profit (loss) (1,299,689) 3,532,144 2,342,124 4,574,579 Selling, general and administrative expenses 13,632,330 3,277,265 823,095 17,732,690 Loss on Assets Impairment 2,123,703 — — 2,123,703 Depreciation and amortization attributable to operating expenses 107,664 — — 107,664 Income (loss) from operations $ (17,163,386) $ 254,879 $ 1,519,029 $ (15,389,478) Total assets $ 171,493,256 $ 5,639,420 $ 4,811,290 $ 181,943,966 YEAR ENDED DECEMBER 31, 2020 Black Oil Refining and Marketing Recovery Total Revenues: Base oil $ — $ — $ — $ — Pygas — 6,627,128 — 6,627,128 Industrial fuel — 234,792 — 234,792 Distillates (1) — 28,942,465 — 28,942,465 Oil collection services 4,735 — — 4,735 Metals (2) — — 11,261,607 11,261,607 Other re-refinery products (3) — — (51,684) (51,684) VGO/Marine fuel sales — — — — Total revenues 4,735 35,804,385 11,209,923 47,019,043 Cost of revenues (exclusive of depreciation and amortization shown separately below) 807,863 35,207,189 9,505,062 45,520,114 Depreciation and amortization attributable to costs of revenues 17,239 140,217 300,699 458,155 Gross profit (loss) (820,367) 456,979 1,404,162 1,040,774 Selling, general and administrative expenses 5,036,054 2,528,987 552,388 8,117,429 Depreciation and amortization attributable to operating expenses 71,776 — — 71,776 Income (loss) from operations $ (5,928,197) $ (2,072,008) $ 851,774 $ (7,148,431) Total assets $ 32,691,626 $ 3,545,843 $ 3,520,159 $ 39,757,628 YEAR ENDED DECEMBER 31, 2019 Black Oil Refining and Marketing Recovery Total Revenues: Base oil $ — $ — $ — $ — Pygas — 10,873,699 — 10,873,699 Industrial fuel — 2,029,371 — 2,029,371 Distillates (1) — 54,697 — 54,697 Oil collection services — — — — Metals (2) — — 5,324,453 5,324,453 Other re-refinery products (3) — — 75,355 75,355 VGO/Marine fuel sales — — — — Total revenues — 12,957,767 5,399,808 18,357,575 Cost of revenues (exclusive of depreciation and amortization shown separately below) 669,904 10,651,069 5,631,162 16,952,135 Depreciation and amortization attributable to costs of revenues — 131,210 329,900 461,110 Gross profit (loss) (669,904) 2,175,488 (561,254) 944,330 Selling, general and administrative expenses 4,268,707 1,901,746 486,725 6,657,178 Depreciation and amortization attributable to operating expenses — — — — Income (loss) from operations $ (4,938,611) $ 273,742 $ (1,047,979) $ (5,712,848) Total assets $ 25,743,559 $ 1,101,470 $ 2,952,528 $ 29,797,557 (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. |
LEASES
LEASES | 12 Months Ended |
Dec. 31, 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 audited consolidated balance sheets. The associated amortization expense of continued operations for the years ended December 31, 2021 2020 and 2019 were $3,620, $4,344 and $4,344, respectively, and are included in depreciation and amortization on the audited consolidated statements of operations. The associated interest expense for the years ended December 31, 2021, 2020 and 2019, were $50,093, $51,618 and $22,477, respectively, and are included in interest expense on the audited consolidated statements of operations for the year ended December 31, 2021. Please see “Note 9. Financing Arrangements ” 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 consolidated statements of operations and are reported net of lease income. Lease income is not material to the results of operations for the years ended December 31, 2021 and 2020. Total operating lease expenses for the years ended December 31, 2021, 2020 and 2019, was $860,000, $800,000 and $902,712, respectively. Cash Flows During the years ended December 31, 2021, 2020 and 2019, cash paid for amounts included in operating lease liabilities was $1.3 million, $1.3 million and $0.9 million, respectively, and is included in operating cash flows. Cash paid for amounts included in finance lease was $586,612, $226,431 and $79,790 during the years ended December 31, 2021, 2020 and 2019, respectively, and is included in financing cash flows. Maturities of our lease liabilities for all operating leases are as follows as of December 31, 2021: Facilities Equipment Plant Total Year 1 $ 250,849 $ 7,500 $ 701,224 $ 959,573 Year 2 186,794 7,500 701,224 895,518 Year 3 74,312 7,500 701,224 783,036 Year 4 19,200 2,500 701,224 722,924 Year 5 1,600 — 701,224 702,824 Thereafter — — 3,681,426 3,681,426 Total lease payments 532,755 25,000 7,187,546 7,745,301 Less: interest (51,518) (2,279) (2,680,053) (2,733,850) Present value of lease liabilities $ 481,237 $ 22,721 $ 4,507,493 $ 5,011,451 The weighted average remaining lease terms and discount rates for all of our operating leases were as follows as of December 31, 2021: Remaining lease term and discount rate: December 31, 2021 Weighted average remaining lease terms (years) Lease facilities 2.80 Lease equipment 5.00 Lease plant 10.80 Weighted average discount rate Lease facilities 8.00 % 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. Using the practical expedient, the Company utilized existing lease classifications as of December 31, 2021 and 2020. 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. For 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 to use asset and lease obligation at January 1, 2019. 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 audited consolidated balance sheets. The associated amortization expense of continued operations for the years ended December 31, 2021 2020 and 2019 were $3,620, $4,344 and $4,344, respectively, and are included in depreciation and amortization on the audited consolidated statements of operations. The associated interest expense for the years ended December 31, 2021, 2020 and 2019, were $50,093, $51,618 and $22,477, respectively, and are included in interest expense on the audited consolidated statements of operations for the year ended December 31, 2021. Please see “Note 9. Financing Arrangements ” 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 consolidated statements of operations and are reported net of lease income. Lease income is not material to the results of operations for the years ended December 31, 2021 and 2020. Total operating lease expenses for the years ended December 31, 2021, 2020 and 2019, was $860,000, $800,000 and $902,712, respectively. Cash Flows During the years ended December 31, 2021, 2020 and 2019, cash paid for amounts included in operating lease liabilities was $1.3 million, $1.3 million and $0.9 million, respectively, and is included in operating cash flows. Cash paid for amounts included in finance lease was $586,612, $226,431 and $79,790 during the years ended December 31, 2021, 2020 and 2019, respectively, and is included in financing cash flows. Maturities of our lease liabilities for all operating leases are as follows as of December 31, 2021: Facilities Equipment Plant Total Year 1 $ 250,849 $ 7,500 $ 701,224 $ 959,573 Year 2 186,794 7,500 701,224 895,518 Year 3 74,312 7,500 701,224 783,036 Year 4 19,200 2,500 701,224 722,924 Year 5 1,600 — 701,224 702,824 Thereafter — — 3,681,426 3,681,426 Total lease payments 532,755 25,000 7,187,546 7,745,301 Less: interest (51,518) (2,279) (2,680,053) (2,733,850) Present value of lease liabilities $ 481,237 $ 22,721 $ 4,507,493 $ 5,011,451 The weighted average remaining lease terms and discount rates for all of our operating leases were as follows as of December 31, 2021: Remaining lease term and discount rate: December 31, 2021 Weighted average remaining lease terms (years) Lease facilities 2.80 Lease equipment 5.00 Lease plant 10.80 Weighted average discount rate Lease facilities 8.00 % 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. Using the practical expedient, the Company utilized existing lease classifications as of December 31, 2021 and 2020. 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. For 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 to use asset and lease obligation at January 1, 2019. 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. |
DISCONTINUED OPERATIONS
DISCONTINUED OPERATIONS | 12 Months Ended |
Dec. 31, 2021 | |
Discontinued Operations and Disposal Groups [Abstract] | |
DISCONTINUED OPERATIONS | DISCONTINUED OPERATIONS During the second 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 were expected to be approximately $90 million. The following summarized financial information has been segregated from continuing operations and reported as Discontinued Operations for the years ended December 31, 2021, 2020 and 2019. For The Year Ended December 31 2021 2020 2019 Revenues $ 149,704,184 88,009,445 $ 145,007,990 Cost of revenues (exclusive of depreciation shown separately below) 100,010,253 68,245,895 117,824,979 Depreciation and amortization attributable to costs of revenues 5,122,435 4,632,197 4,895,166 Gross profit 44,571,496 15,131,353 22,287,845 Operating expenses: Selling, general and administrative expenses 19,600,523 18,026,835 17,525,229 Depreciation and amortization expense attributable to operating expenses 1,823,812 1,823,812 1,823,812 Total Operating expenses 21,424,335 19,850,647 19,349,041 Income (loss) from operations 23,147,161 (4,719,294) 2,938,804 Other income (expense) Other income (expense) — — — Interest expense (403,779) (632,991) (2,528,821) Total other income (expense) (403,779) (632,991) (2,528,821) Income (loss) before income tax 22,743,382 (5,352,285) 409,983 Income tax benefit (expense) — — — Income (loss) from discontinued operations, net of tax $ 22,743,382 $ (5,352,285) $ 409,983 The assets and liabilities held for sale on the Consolidated Balance Sheets as of December 31, 2021 and 2020 are as follows. December 31, 2021 December 31, 2020 ASSETS Accounts receivable, net $ 9,583,488 $ 5,927,312 Inventory 5,547,704 2,981,551 Prepaid expenses 449,522 622,560 Total current assets 15,580,714 9,531,423 Property and equipment, at cost 63,836,354 60,928,739 Less accumulated depreciation (32,044,584) (27,764,011) Property and equipment, net 31,791,770 33,164,728 Finance lease right-of-use assets 812,974 1,518,611 Operating lease right-of use assets 28,260,318 28,581,379 Intangible assets, net 7,107,083 8,930,895 Other assets 563,293 615,293 Total noncurrent assets 68,535,438 72,810,906 Assets held for sale $ 84,116,152 $ 82,342,329 LIABILITIES AND EQUITY Current liabilities Accounts payable $ 7,764,209 $ 7,173,919 Accrued expenses 1,323,850 404,142 Finance lease liability-current 295,935 225,132 Operating lease liability-current 28,260,318 4,831,038 Total current liabilities 37,644,312 12,634,231 Finance lease liability-noncurrent — 327,933 Operating lease liability-noncurrent — 23,750,341 Total noncurrent liabilities — 24,078,274 Liabilities held for sale $ 37,644,312 $ 36,712,505 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 | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTS Voluntary Termination of Sales Agreement with Safety-Kleen In September of 2021, the U.S. Federal Trade Commission (FTC) submitted a second request for additional review, prompting a prolonged period of costly support efforts on both the part of Vertex Energy and Safety-Kleen relating to FTC approval for the Sale Transaction. Given the considerable time and resources required to continue these support efforts, the Company determined that it was no longer in the Company's best interest to pursue the transaction further. On January 25, 2022, the Company entered into a mutual agreement with Safety-Kleen to terminate the Sale Agreement. In connection with the termination agreement, the Company paid Safety-Kleen a break-up fee of $3 million. Vertex is exploring opportunities for the UMO business with other sale agreements. Conversions of Series A Preferred Stock On January 10, 2022, one holder of our Series A Preferred Stock converted 1,451 shares of Series A Preferred Stock into 1,451 shares of common stock, pursuant to the terms of such Series A Preferred Stock. On February 14, 2022, one holder of our Series A Preferred Stock converted 2,995 shares of Series A Preferred Stock into 2,995 shares of common stock, pursuant to the terms of such Series A Preferred Stock. Option Exercises On January 25, 2022, the Company issued 60,000 shares of common stock in connection with the cash exercise of options to purchase 60,000 shares of common stock, which shares were registered on a Form S-8 Registration Statement. Commitment Letter and Escrow Agreement O n February 17, 2022, the Company and the Company’s wholly-owned subsidiary, Vertex Refining Alabama LLC, a Delaware limited liability company entered into a commitment letter with a syndicate of lenders in respect of a three-year, $125 million first-lien senior secured term loan facility (the “Term Loan”). The closing date and the funding of the Term Loan are subject to the closing of Vertex’s planned acquisition of the Mobile refinery, in addition to various conditions precedent, as set forth in more detail in the Commitment Letter. On March 2, 2022, (1) the Company, (2) Vertex Refining, (3) the Lenders and (4) Cantor Fitzgerald Securities (the “ Escrow Agent ”), entered into an Escrow Agreement (the “ Escrow Agreement ”). Pursuant to the Escrow Agreement, on March 2, 2022 each of the Lenders deposited their pro rata portion of the $125 million loan amount, less certain upfront fees, into an escrow account. Such funds will be released to (i) Vertex Refining if the Credit Agreement is entered into by April 1, 2022, and certain other conditions precedent are satisfied by that date or (ii) the Lenders if (a) the Credit Agreement is not entered into by such date and the other conditions precedent are not satisfied, (b) the Acquisition (as defined below) is consummated without use of the loan amount under the Credit Agreement or if the Lenders become aware of a breach under the exclusivity provision of the Commitment Letter, (c) the termination of the Refinery Purchase Agreement in accordance with its terms prior to the closing date of the Credit Agreement, or (d) the date upon which Vertex Refining breaches its obligations under the Commitment Letter or otherwise fails to comply with the terms and conditions of the Commitment Letter (unless such breach or failure is cured within two Master Offtake Agreement On February 14, 2022, Vertex Refining Alabama LLC (“Vertex Refining”), a wholly-owned subsidiary of the Company, entered into a Master Offtake Agreement dated February 4, 2022 (the “Offtake Agreement”) with Idemitsu Apollo Renewable Corp. (“Idemitsu”). Pursuant to the Offtake Agreement, Vertex Refining agreed to sell Idemitsu renewable diesel which is planned to be produced by the Mobile Refinery, subject to completion of the acquisition of the Mobile Refinery and a planned capital project thereat. Following phase 1 of the planned modifications of the Mobile Refinery, it is expected to produce 10,000 barrels of renewable diesel and following phase 2, 14,000 barrels of renewable diesel. “Phase 1” means the first stage of conversion of the hydrocracker unit to renewable diesel production and “phase 2” means the second stage of the conversion of the hydrocracker conversion which will be complete after the new hydrogen plant is operating at ratable hydrogen supply. During the term of the Offtake Agreement, Idemitsu agreed to purchase all of the renewable diesel produced at the refinery (provided it meets certain specifications), up to a maximum volume of 14,000 barrels per day. Approval of Issuance of Shares On January 20, 2022, our shareholders approved the issuance of shares of our common stock issuable upon the conversion of our $155 million aggregate principal amount at maturity 6.25% Convertible Senior Notes due 2027 (the “Convertible Senior Notes”), in accordance with Nasdaq Listing Rules 5635 (a) and (d). Heartland and Myrtle Grove Purchase Agreements On February 25, 2022, Vertex Splitter Corporation (“ Vertex Splitter ”), a wholly-owned subsidiary of the Company entered into (1) a Purchase and Sale Agreement with Tensile-Vertex Holdings LLC (“ Tensile-Vertex ”), an affiliate of Tensile and Tensile-Heartland (the “ Heartland Purchase Agreement ”); and (2) a Purchase and Sale Agreement with Tensile-Vertex and Tensile-MG (the “ Myrtle Grove Purchase Agreement ”, and together with the Heartland Purchase Agreement, the “ Purchase Agreements ”). As discussed above, Tensile-Heartland holds 65% of Heartland SPV and Tensile-MG owns 15% of MG SPV, and Tensile-Vertex holds 100% of both Tensile-Heartland and Tensile-MG. Pursuant to the Heartland Purchase Agreement, the Company, through Vertex Splitter, agreed to acquire 100% of the outstanding securities of Tensile-Heartland and pursuant to the Myrtle Grove Purchase Agreement, the Company, through Vertex Splitter, agreed to acquire 100% of the outstanding securities of Tensile-MG , from Vertex-Tensile, the result of which will be that Vertex Splitter will own 100% of each of Heartland SPV and MG SPV. Pursuant to the Heartland Purchase Agreement, the purchase price payable by Vertex Splitter to Vertex-Tensile, for 100% of Tensile-Heartland is $35 million (the “ Base Amount ”), plus an amount accrued and accruing from and after May 31, 2021, on the Base Amount on a daily basis at the rate of 22.5% per annum compounded on the last day of each calendar quarter plus an amount equal to any and all cash and cash equivalents of Tensile-Heartland, as of the closing date, which we currently anticipate will total an aggregate of approximately $44 million. The purchase contemplated by the Heartland Purchase Agreement is required to take place on June 30, 2022, or earlier as mutually agreed by the parties, subject to customary conditions to closing. The Heartland Purchase Agreement includes customary representations of the parties, requires Vertex Splitter to maintain officer and director insurance for Tensile-Heartland for at least six years following the closing; requires that they bear their own fees and expenses, except that each party is required to pay the fees and expenses of the other party upon termination of the agreement in certain situations; includes customary indemnification obligations; and includes mutual releases of the parties, effective upon closing. The Heartland Purchase Agreement may be terminated prior to closing, by the mutual consent of the parties; by Vertex Splitter if Vertex-Tensile has failed to consummate the agreement, or breached a covenant, representation or warranty set forth in the agreement, that prevents such closing, and such breach is not cured, if capable of being cured, within 30 days after notice thereof; by Vertex-Tensile if Vertex Splitter has failed to consummate the agreement, or breached a covenant, representation or warranty set forth in the agreement, that prevents such closing, and such breach is not cured, if capable of being cured, within 30 days after notice thereof; or by either party if there is a final, non-appealable judgment preventing the closing. Pursuant to the Myrtle Grove Purchase Agreement, the purchase price payable by Vertex Splitter to Vertex-Tensile, for 100% of Tensile-MG is estimated to be approximately $7 million, and will be based on the value of the Class B Unit preference of MG SPV held by Tensile-MG, plus capital invested by Tensile-MG in MG SPV (which has not been returned as of the date of payment), plus cash and cash equivalents held by Tensile-MG as of the closing date. The purchase contemplated by the Myrtle Grove Purchase Agreement is required to take place on March 31, 2022, or earlier as mutually agreed by the parties, subject to customary conditions to closing. The Myrtle Grove Purchase Agreement includes customary representations of the parties, requires Vertex Splitter to maintain officer and director insurance for Tensile-MG for at least six years following the closing; requires that they bear their own fees and expenses, except that each party is required to pay the fees and expenses of the other party upon termination of the agreement in certain situations; includes customary indemnification obligations; and includes mutual releases of the parties, effective upon closing. The Myrtle Grove Purchase Agreement may be terminated prior to closing, by the mutual approval of the parties; by Vertex Splitter if Vertex-Tensile has failed to consummate the agreement, or breached a covenant, representation or warranty set forth in the agreement, that prevents such closing, and such breach is not cured, if capable of being cured, within 30 days after notice thereof; by Vertex-Tensile if Vertex Splitter has failed to consummate the agreement, or breached a covenant, representation or warranty set forth in the agreement that prevents such closing, and such breach is not cured, if capable of being cured, within 30 days after notice thereof; or by either party if there is a final, non-appealable judgment preventing the closing. Tensile-Vertex, Vertex Splitter and the Company (collectively, Vertex Splitter and the Company, the “ Vertex Parties ”) also entered into a Side Letter Re Purchase and Sale Agreements (the “ Side Letter ”), pursuant to which the parties agreed that in the event that (i) the closing of the transactions contemplated by the Myrtle Grove Purchase Agreement does not occur on or prior to March 31, 2022, and/or (ii) the closing of the transactions contemplated by the Heartland Purchase Agreement does not occur on or prior to June 30, 2022, then, in addition to any of the rights of Tensile-Vertex under the Purchase Agreements: (a) the Vertex Parties will use their best efforts to cause the closings under the Purchase Agreements to occur, including without limitation by raising debt financing, selling equity in a private or public transaction, selling assets and/or otherwise doing all things necessary or appropriate to raise the funds necessary to make the payments required to be made by Vertex Splitter under the Purchase Agreements, in each case on commercially reasonable terms and conditions, subject to certain exceptions; (b) upon the written election of Tensile-Vertex, the Vertex Parties will and will cause their affiliates to consent to the distribution or other payment of any and all cash and cash equivalents of Heartland SPV (including any proceeds from the repayment of that certain $7,000,000 promissory note, issued by Vertex Operating to Heartland SPV on July 1, 2021, as amended to date (the “ Heartland Note ”)) and any direct and indirect subsidiaries to Tensile-Vertex, with such distribution or other payment to be structured as specified by Tensile-Vertex so as to be tax efficient for Tensile-Vertex; and (c) Tensile-Vertex may, with written notice, cause Heartland SPV to initiate a process intended to result in a sale of Heartland SPV, with Tensile-Vertex being entitled, upon the consummation of such sale, of the greater of (i) 65% of the total net equity proceeds of such sale, and (ii) the amount due to Tensile-Vertex under the Heartland Purchase Agreement as of the date of the consummation of such sale. Heartland Note Amendment Also on February 25, 2022, Vertex Operating, the Company and Heartland SPV, entered into a Second Amendment to Promissory Note (the “ Second Note Amendment ”), which amended the Heartland Note to extend the due date of the Heartland Note until the earlier of (i) June 30, 2022; and (ii) five VROH ”), and/or the sale of membership interests in VROH possessing voting control (with the consent of the Company), provided that the Heartland Note may be prepaid in whole or in part at any time without premium or penalty and without the consent of Heartland SPV. The Heartland Note accrues interest at the applicable federal rate of interest from time to time, increasing to 12% upon an event of default. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company, its wholly-owned subsidiaries, entities controlled by the Company through a greater than 50% voting interest and certain variable interest entities (“VIE”) for which the Company is the primary beneficiary. All intercompany transactions have been eliminated. For consolidated entities where the Company owns or is exposed to less than 100% of the economics, the Company records net income (loss) attributable to noncontrolling interests in the consolidated statements of operations equal to the percentage of the economic or ownership interest retained in such entities by the respective noncontrolling parties. The Company assesses whether it is the primary beneficiary of a VIE at the inception of the arrangement and at each reporting date. This assessment is based on the Company’s power to direct the activities of the VIE that most significantly impact the VIE’s economic performance and its obligation to absorb losses or the right to receive benefits from the VIE that could potentially be significant to the VIE. The following is a description of the Company’s consolidated wholly-owned subsidiaries and consolidated VIEs: • Cedar Marine Terminals, L.P. (“ CMT ”) operates a 19-acre bulk liquid storage facility on the Houston Ship Channel. The terminal serves as a truck-in, barge-out facility and provides throughput terminal operations. CMT is also the site of the TCEP. • Crossroad Carriers, L.P. (“ Crossroad ”) is a common carrier that provides transportation and logistical services for liquid petroleum products, as well as other hazardous materials and product streams. • Vertex Recovery, L.P. (“ Vertex Recovery ”) is a generator solutions company for the recycling and collection of used oil and oil-related residual materials from large regional and national customers throughout the U.S. It facilitates its services through a network of independent recyclers and franchise collectors. • H&H Oil, L.P. (“ H&H Oil ”) collects and recycles used oil and residual materials from customers based in Austin, Baytown, Dallas, San Antonio and Corpus Christi, Texas. • Vertex Refining, LA, LLC which owned a used oil re-refinery based in Marrero, Louisiana and also has assets in Belle Chasse, Louisiana, prior to the consummation of the MG Share Purchase in July 2019, as discussed below under “ Note 6. Share Purchase, Subscription Agreements, and Acquisition ” - “ Myrtle Grove Share Purchase and Subscription Agreement . • Vertex Refining, NV, LLC (" Vertex Refining ") is a base oil marketing and distribution company with customers throughout the United States. • Vertex Recovery Management, LLC is currently buying and preparing ferrous and non-ferrous scrap intended for large haul barge sales. • Vertex Refining, OH, LLC collects and re-refines used oil and residual materials from customers throughout the Midwest. Refinery operations are based in Columbus, Ohio with collection branches located in Norwalk, Ohio, Zanesville, Ohio, Ravenswood, West Virginia, and Mt. Sterling, Kentucky. Effective January 1, 2020, the ownership of 65% of the assets of Vertex OH, LLC were transferred to Tensile in connection with the Heartland SPV transaction (discussed below under “ Note 6. Share Purchase, Subscription Agreements, and Acquisition ” - “Heartland Share Purchase and Subscription Agreement”). • HPRM LLC ( “ Heartland SPV ” ), a Delaware Limited Liability Company. Heartland SPV is currently owned 35% by Vertex Operating and 65% by Tensile-Heartland. • Vertex Refining Myrtle Grove LLC (“MG SPV”), is a special purpose entity formed to hold the Belle Chasse, Louisiana, re-refining complex, which entity is 85% owned by Vertex Operating. • Crystal Energy, LLC (" Crystal ") purchases, stores, sells, and distributes refined motor fuels. These activities include the wholesale distribution of gasoline, blended gasoline, and diesel for use as engine fuel to operate automobiles, trucks, locomotives, and construction equipment. • Vertex Energy Operating, LLC (" Vertex Operating "), is a holding company for various of the subsidiaries described above. • Leverage Lubricant, LLC ("Leverage"), is in the business of wholesale specialty blending of lubricants and warehousing and distribution of petroleum based products and related services, which entity is 51% owned by Vertex Operating. |
Cash and Cash Equivalents | Cash and Cash Equivalents and Restricted CashThe Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. |
Restricted Cash | Cash and Cash Equivalents and Restricted CashThe Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. |
Accounts Receivable | Accounts Receivable Accounts receivable represents amounts due from customers. Accounts receivable are recorded at invoiced amounts, net of reserves and allowances, do not bear interest and are not collateralized. The Company uses its best estimate to determine the required allowance for doubtful accounts based on a variety of factors, including the length of time receivables are past due, economic trends and conditions affecting its customer base, significant one-time events and historical write-off experience. Specific provisions are recorded for individual receivables when we become aware of a customer’s inability to meet its financial obligations. The Company reviews the adequacy of its reserves and allowances quarterly. |
Inventory | Inventory Inventories of products consist of feedstocks and refined petroleum products and are reported at the lower of cost or net realizable value. Cost is determined using the first-in, first-out (“ FIFO |
Fixed Assets | Fixed Assets Fixed assets are stated at historical costs. Depreciation of fixed assets placed in operations is provided using the straight-line method over the estimated useful lives of the assets. The policy of the Company is to charge amounts for major maintenance and repairs to expenses, and to capitalize expenditures for major replacements and betterments. |
Internal-Use Software | Internal-Use Software The Company incurs costs related to internal-use software and cloud computing implementation costs, including purchased software and internally-developed software. Costs incurred in the planning and evaluation stage of internally-developed software and cloud computing development are expensed as incurred. Certain costs incurred and accumulated during the application development stage are capitalized and included within intangibles, net on the consolidated balance sheets. Amortization of internal-use software is recognized on a straight-line basis over the estimated useful life of the assets. |
Cloud Computing Costs | Cloud Computing Costs The Company has non-cancellable cloud computing hosting arrangements for which it incurs implementation costs. Costs incurred in the planning and evaluation stage of the cloud computing hosting arrangement are expensed as incurred. Costs incurred during the application development stage related to implementation of the hosting arrangement are capitalized and included within prepaid expenses on the consolidated balance sheets. Amortization of implementation costs is recognized on a straight-line basis over the term of the associated hosting arrangement for each module or component of the related hosting arrangement when it is ready for its intended use. Amortization costs are presented in selling, general and administrative expense on the consolidated statements of operations. |
Asset Retirement Obligations | Asset Retirement ObligationsThe Company records a liability, which is referred to as an asset retirement obligation, at fair value for the estimated cost to retire a tangible long-lived asset at the time the Company incurs that liability, which is generally when the asset is purchased, constructed, or leased. The Company records the liability when it has a legal obligation to incur costs to retire the asset and when a reasonable estimate of the fair value of the liability can be made. If a reasonable estimate cannot be made at the time the liability is incurred, the Company records the liability when sufficient information is available to estimate the liability’s fair value. |
Intangible Assets | Intangible AssetsIntangible assets are amortized over their estimated useful lives. Amortizable intangible assets are reviewed at least annually to determine whether events and circumstances warrant a revision to the remaining period of amortization or an impairment. |
Business Combinations | Business Combinations The Company accounts for business combinations using the acquisition method of accounting. The results of operations for the acquired entities are included in the Company’s consolidated financial results from their associated acquisition dates. The Company allocates the purchase price of acquisitions to the tangible assets, liabilities, and identifiable intangible assets acquired based on their estimated fair values. A portion of the purchase price for certain of our acquisitions is contingent upon the realization of certain operating results. The fair values assigned to identifiable intangible assets acquired and contingent consideration were determined by third party specialists engaged by the Company on a case-by-case basis. The excess of the purchase price over the fair value of the identified assets and liabilities is recorded as goodwill. If the fair value of the identified assets and liabilities exceeds the purchase price, a bargain purchase is recognized and included in income from continuing operations. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Under the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (ASC), the Company is permitted to elect to measure financial instruments and certain other items at fair value, with the change in fair value recorded in earnings. The Company has elected not to measure any eligible items using the fair value option. Consistent with the Fair Value Measurement Topic of the FASB ASC, the Company implemented guidelines relating to the disclosure of its methodology for periodic measurement of our assets and liabilities recorded at fair market value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. A three-tier fair value hierarchy prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. Our Level 1 assets primarily include our cash and cash equivalents. Valuations are obtained from readily available pricing sources for market transactions involving identical assets or liabilities. The carrying amounts of accounts receivable, accounts payable and accrued liabilities approximate their fair values due to the immediate or short-term maturities of these financial instruments. Our Level 2 liabilities include our marked to market changes in the estimated value of our open derivative contracts held at the balance sheet date. The Company estimates the fair values of the crude oil swaps and collars based on published forward commodity price curves for the underlying commodity as of the date of the estimate for which published forward pricing is readily available. The determination of the fair values above incorporates various factors including the impact of the Company's non-performance risk and the credit standing of the counterparty involved in the Company's derivative contracts. In addition, the Company routinely monitors the creditworthiness of its counterparty. Our Level 3 liabilities include our marked to market changes in the estimated value of our derivative warrants issued in connection with our Series B Preferred Stock and Series B1 Preferred Stock, all of which have expired as of December 31, 2021, and convertible notes which were sold in November 2021. Nonfinancial assets and liabilities measured at fair value on a nonrecurring basis include certain nonfinancial assets and liabilities as may be acquired in a business combination and thereby measured initially at fair value. |
Debt Issuance Costs | Debt Issuance Costs The Company follows the accounting guidance of ASC 835-30, Interest-Imputation of Interest, which requires that debt issuance costs related to a recognized debt liability be reported on the Consolidated Balance Sheet as a direct reduction from the carrying amount of that debt liability. |
Revenue Recognition | Revenue Recognition We account for a contract when it has approval and commitment from both parties, the rights of the parties are identified, payment terms are identified, the contract has commercial substance and collectability of consideration is probable. Revenue is recognized when our performance obligations under the terms of a contract with our customers are satisfied. Recognition occurs when the Company transfers control by completing the specified services at the point in time the customer benefits from the services performed or once our products are delivered. Revenue is measured as the amount of consideration we expect to receive in exchange for completing our performance obligations. Sales tax and other taxes we collect with revenue-producing activities are excluded from revenue. In the case of contracts with multiple performance obligations, the Company allocates the transaction price to each performance obligation based on the relative stand-alone selling prices of the various goods and/or services encompassed by the contract. We do not have any material significant payment terms, as payment is generally due within 30 days after the performance obligation has been satisfactorily completed. The Company has elected the practical expedient to recognize the incremental costs of obtaining a contract as an expense when incurred if the amortization period of the asset that we otherwise would have recognized is one year or less. In applying the guidance in Topic 606, there were no judgments or estimates made that the Company deems significant. The nature of the Company's contracts give rise to certain types of variable consideration. The Company estimates the amount of variable consideration to include in the estimated transaction price based on historical experience, anticipated performance and its best judgment at the time and to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved. From time to time, our fuel oil customers in our black oil segment may request that we store product at our facilities which they purchase from us. We recognize revenues for these “bill and hold” sales only if the following criteria have been met: (1) there is a substantive reason for the arrangement, (2) the product is segregated and identified as the customer's asset, (3) the product is ready for delivery to the customer, and (4) we cannot use the product or direct it to another customer. |
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, stockholders' equity or cash flows. |
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. |
Leases | Leases In February 2016, the FASB issued Accounting Standards Update No. 2016-02 (ASU 2016-02), Leases (Topic 842) . ASU 2016-02 requires companies to recognize lease assets and lease liabilities on the balance sheet and disclose key information about leasing arrangements. The Company adopted ASU No. 2016-02, Leases (Topic 842) effective January 1, 2019 and elected certain practical expedients which permit us to not reassess whether existing contracts are or contain leases, to not reassess the lease classification of any existing leases, to not reassess initial direct costs for any existing leases, and to not separate lease and nonlease components for all classes of underlying assets. We also made an accounting policy election to keep leases with an initial term of 12 months or less off of the balance sheet for all classes of underlying assets. Additional information and disclosures required by this new standard are contained in " Note 18. Leases ". |
Impairment of Long-Lived Assets | Impairment of Long-Lived AssetsThe Company evaluates the carrying value and recoverability of its long-lived assets when circumstances warrant such evaluation by applying the provisions of the FASB 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. During August 2021, Hurricane Ida made landfall in southeast Louisiana, approximately 30 miles directly south and west of the Myrtle Grove facility, which resulted in the entire 42 acre Myrtle Grove site to be covered with 4-6 feet of storm surge. The Company determined that the hurricane triggered the uncertainty around the recoverability of some Construction-In-Progress assets and impaired these assets at December 31, 2021. |
Income Taxes | Income Taxes The Company accounts for income taxes in accordance with the FASB ASC Topic 740. The Company records a valuation allowance against net deferred tax assets if, based upon the available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income and when temporary differences become deductible. The Company considers, among other available information, uncertainties surrounding the recoverability of deferred tax assets, scheduled reversals of deferred tax liabilities, projected future taxable income, and other matters in making this assessment. As part of the process of preparing its consolidated financial statements, the Company is required to estimate its income taxes in each of the jurisdictions in which it operates. This process requires the Company to estimate its actual current tax liability and to assess temporary differences resulting from differing book versus tax treatment of items, such as deferred revenue, compensation and benefits expense and depreciation. These temporary differences result in deferred tax assets and liabilities, which are included within the Company’s consolidated balance sheet. Significant management judgment is required in determining the Company’s provision for income taxes, its deferred tax assets and liabilities and any valuation allowance recorded against its net deferred tax assets. In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized and, when necessary, valuation allowances are established. The ultimate realization of the deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences become deductible. Management considers the level of historical taxable income, scheduled reversals of deferred taxes, projected future taxable income and tax planning strategies that can be implemented by the Company in making this assessment. If actual results differ from these estimates or the Company adjusts these estimates in future periods, the Company may need to adjust its valuation allowance, which could materially impact the Company’s consolidated financial position and results of operations. Tax contingencies can involve complex issues and may require an extended period of time to resolve. Changes in the level of annual pre-tax income can affect the Company’s overall effective tax rate. Until all net operating losses are utilized, there is no impact on the effective tax rate. Furthermore, the Company’s interpretation of complex tax laws may impact its recognition and measurement of current and deferred income taxes. The Company recognizes and measures a tax benefit from uncertain tax positions when it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The Company recognizes a liability for unrecognized tax benefits resulting from uncertain tax positions taken or expected to be taken in a tax return. The Company adjusts these liabilities when its judgment changes as a result of the evaluation of new information not previously available. Due to the complexity of some of these uncertainties, the ultimate resolution may result in a payment that is materially different from the current estimate or future recognition of an unrecognized benefit. These differences will be reflected as increases or decreases to income tax expense in the period in which they are determined. The Company recognizes interest and penalties related to unrecognized tax benefits within the income tax expense line in the consolidated statements of operations. Accrued interest and penalties are included within deferred taxes, unrecognized tax benefits and other long-term liabilities line in the consolidated balance sheet. |
Derivative Transactions | Derivative Transactions All derivative instruments are recorded on the accompanying balance sheets at fair value. Commodity derivative transactions are not designated as cash flow hedges under FASB ASC 815, Derivatives and Hedges. Accordingly, these commodity derivative contracts are marked-to-market and any changes in the estimated value of commodity derivative contracts held at the balance sheet date are recognized in the accompanying statements of operations as increases (losses) or decreases (gains) in cost of revenues. The derivative assets or liabilities are classified as either current or noncurrent assets or liabilities based on their anticipated settlement date. The Company nets derivative assets and liabilities for counterparties where it has a legal right of offset. In accordance with ASC 815-40-25 and ASC 815-10-15, Derivatives and Hedging and ASC 480-10-25, Liabilities-Distinguishing from Equity, convertible preferred shares are accounted for net, outside of shareholders' equity and warrants are accounted for as liabilities at their fair value during periods where they can be net cash settled in case of a change in control transaction. The warrants are accounted for as a liability at their fair value at each reporting period. The value of the derivative warrant liability will be re-measured at each reporting period with changes in fair value recorded in earnings. To derive an estimate of the fair value of these warrants, a Dynamic Black Scholes model is utilized which computes the impact of a possible change in control transaction upon the exercise of the warrant shares. This process relies upon inputs such as shares outstanding, our quoted stock prices, strike price and volatility assumptions to dynamically adjust the payoff of the warrants in the presence of the dilution effect. In accordance with ASC 815-40-25 and ASC 815-10-15, Derivatives and Hedging, the convertible notes are indexed to the Company's common stock, and cash settlement requires the conversion feature to be classified as a derivative liability at fair value and to be bifurcated from the convertible notes. To derive an estimate of the fair value of this cash settlement, a Dynamic Black Scholes model is utilized which computes the derivative liability of the cash settlement. This process relies upon inputs such as our quoted stock prices, strike price and volatility assumptions to dynamically adjust the payoff of the settlement. |
Preferred Stock Classification | Preferred Stock ClassificationA mandatorily redeemable financial instrument shall be classified as a liability unless the redemption is required to occur only upon the liquidation or termination of the reporting entity. A financial instrument issued in the form of shares is mandatorily redeemable if it embodies an unconditional obligation requiring the issuer to redeem the instrument by transferring its assets at a specified or determinable date (or dates) or upon an event certain to occur. A financial instrument that embodies a conditional obligation to redeem the instrument by transferring assets upon an event not certain to occur becomes mandatory redeemable-and, therefore, becomes a liability-if that event occurs, the condition is resolved, or the event becomes certain to occur. The Series B Preferred Stock and Series B1 Preferred Stock required the Company to redeem such preferred stock on the fifth anniversary of the issuance of the Series B Preferred Stock and Series B1 Preferred Stock if the redemption would not be subject to the existing restrictions under the Company's senior credit agreement and if the Company was not prohibited from completing such redemption under Nevada law. SEC reporting requirements provide that any possible redemption outside of the control of the Company requires the preferred stock to be classified outside of permanent equity. |
Stock Based Compensation | Stock Based Compensation The Company accounts for stock-based expense and activity in accordance with FASB ASC Topic 718, which establishes accounting for equity instruments exchanged for services. Under this topic, stock-based compensation costs are measured at the grant date, based on the calculated fair value of the award, and are recognized as an expense over both the employee and non-employee’s requisite service period, generally the vesting period of the equity grant. |
Earnings Per Share | Earnings Per Share Basic earnings per share is computed by dividing income (loss) available to common shareholders by the weighted average number of common shares outstanding for the periods presented. The calculation of basic earnings per share for the years ended December 31, 2021, 2020 and 2019, respectively, includes the weighted average of common shares outstanding. Diluted net income (loss) per share is computed by dividing the net income (loss) attributable to common shareholders by the weighted average number of common and common equivalent shares outstanding during the period. Diluted earnings per share reflect 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. |
Redeemable Noncontrolling Interest | Redeemable Noncontrolling Interest As more fully described in " Note 6. Share Purchase, Subscription Agreements and acquisitions ", the Company is party to put/call option agreements with the holder of MG SPV’s and Heartland SPV's 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. 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 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 loss in the consolidated financial statements. Rather, such adjustments are treated as equity transactions and adjustment to net loss in determining net loss available to common stockholders for the purpose of calculating earnings per share. |
Variable Interest Entities | Variable Interest Entities The Company determines whether each business entity in which it has equity interests, debt, or other investments constitutes a variable interest entity (“VIE”) based on consideration of the following criteria: (i) the entity lacks sufficient equity at-risk to finance its activities without additional subordinated financial support, or (ii) equity holders, as a group, lack the characteristics of a controlling financial instrument. If an entity is determined to be a VIE, the Company then determines whether to consolidate the entity as the primary beneficiary. The primary beneficiary has both (i) the power to direct the activities that most significantly impact the VIE’s economic performance, and (ii) the obligation to absorb losses of the VIE or the right to receive benefits from the VIE that could potentially be significant to the entity. |
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. Recently adopted accounting pronouncements In August 2020, the Financial Accounting Standards Board (FASB) issued ASU 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity to simplify the accounting for convertible debt and other equity-linked instruments. The new guidance simplifies the accounting for convertible instruments by eliminating the cash conversion and beneficial conversion feature models used to separately account for embedded conversion features as a component of equity. Instead, the entity will account for the convertible debt or convertible preferred stock securities as a single unit of account, unless the conversion feature requires bifurcation and recognition as derivatives. Additionally, the guidance requires entities to use the if-converted method for all convertible instruments in the diluted earnings per share calculation and include the effect of potential share settlement for instruments that may be settled in cash or shares. The Company adopted this new guidance as of January 1, 2022. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of restricted cash | 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. December 31, 2021 December 31, 2020 Cash and cash equivalents $ 36,129,941 $ 10,895,044 Restricted cash 100,496,998 100,125 Cash and cash equivalents and restricted cash as shown in the consolidated statements of cash flows $ 136,626,939 $ 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. December 31, 2021 December 31, 2020 Cash and cash equivalents $ 36,129,941 $ 10,895,044 Restricted cash 100,496,998 100,125 Cash and cash equivalents and restricted cash as shown in the consolidated statements of cash flows $ 136,626,939 $ 10,995,169 |
REVENUES (Tables)
REVENUES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of disaggregated by geographical market | The following table presents our revenues disaggregated by source: Year ended December 31, 2021 Black Oil Refining & Marketing Recovery Total Sources of Revenue Pygas $ — $ 13,438,244 $ — $ 13,438,244 Industrial fuel — 1,600,839 — 1,600,839 Distillates — 78,190,691 — 78,190,691 Oil collection services 677,487 — 3,423 680,910 Metals — — 21,008,600 21,008,600 Other re-refinery products — — 862,091 862,091 Total revenues $ 677,487 $ 93,229,774 $ 21,874,114 $ 115,781,375 Year ended December 31, 2020 Black Oil Refining & Marketing Recovery Total Sources of Revenue Pygas $ — $ 6,627,128 $ — $ 6,627,128 Industrial fuel — 234,792 — 234,792 Distillates — 28,942,465 — 28,942,465 Oil collection services 4,735 — — 4,735 Metals — — 11,261,607 11,261,607 Other re-refinery products — — (51,684) (51,684) Total revenues $ 4,735 $ 35,804,385 $ 11,209,923 $ 47,019,043 Year ended December 31, 2019 Black Oil Refining & Marketing Recovery Total Sources of Revenue Pygas $ — $ 10,873,699 $ — $ 10,873,699 Industrial fuel — 2,029,371 — 2,029,371 Distillates — 54,697 — 54,697 Metals — — 5,324,453 5,324,453 Other re-refinery products — — 75,355 75,355 Total revenues $ — $ 12,957,767 $ 5,399,808 $ 18,357,575 |
CONCENTRATIONS, SIGNIFICANT C_2
CONCENTRATIONS, SIGNIFICANT CUSTOMERS, COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Concentrations, Significant Customers, Commitments And Contingencies Disclosure [Abstract] | |
Schedule of concentrations | For the years ended December 31, 2021, 2020, and 2019, the Company’s revenues and receivables were comprised of the following customer concentrations: 2021 2020 2019 % of % of Receivables % of % of Receivables % of % of Receivables Customer 1 22% 13% 21% 13% —% —% Customer 2 16% 11% 13% 8% —% —% Customer 3 13% 18% 7% 8% 8% 3% Customer 4 12% 18% 13% 14% 59% 28% Customer 5 7% 3% 6% 3% —% —% At December 31, 2021, 2020 and 2019, and for the years then ended, the Company's segment revenues were comprised of the following customer concentrations: % of Revenue by Segment 2021 % of Revenue by Segment 2020 % of Revenue by Segment 2019 Black Oil Refining Recovery Black Oil Refining Recovery Black Oil Refining Recovery Customer 1 — % 27 % — % — % 28 % — % — % — % — % Customer 2 — % 20 % — % — % 17 % — % — % — % — % Customer 3 — % — % 67 % — % — % 31 % — % — % 27 % Customer 4 — % 14 % — % — % 18 % — % — % 84 % — % Customer 5 — % 8 % — % — % 8 % — % — % — % — % |
FIXED ASSETS, NET (Tables)
FIXED ASSETS, NET (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of fixed assets | Fixed assets consist of the following: Useful Life December 31, 2021 December 31, 2020 Equipment 7-20 $ 2,060,572 $ 1,473,470 Furniture and fixtures 7 39,887 39,887 Leasehold improvements 15 113,415 103,619 Office equipment 5 917,894 929,188 Vehicles 5 372,697 372,697 Construction in progress 10,307,370 11,929,952 Total fixed assets 13,811,835 14,848,813 Less accumulated depreciation (2,045,241) (1,573,025) Net fixed assets $ 11,766,594 $ 13,275,788 |
SHARE PURCHASE AND SUBSCRIPTION
SHARE PURCHASE AND SUBSCRIPTION AGREEMENTS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of redeemable noncontrolling interest | The table below presents the reconciliation of changes in redeemable noncontrolling interest during the years ended December 31, 2021, 2020 and 2019: 2021 2020 2019 Beginning balance $ 5,472,841 $ 4,396,894 $ — Capital contribution from non-controlling interest — — 3,150,000 Initial adjustment of carrying amount of non-controlling interest — — (970,809) Net loss attributable to redeemable non-controlling interest (653,121) (176,774) (61,668) Change in ownership — 71,171 — Accretion of non-controlling interest to redemption value 1,992,360 1,181,550 2,279,371 Ending balance $ 6,812,080 $ 5,472,841 $ 4,396,894 The table below presents the reconciliation of changes in redeemable noncontrolling interest relating to Heartland SPV for the years ended December 31, 2021 and 2020. December 31, 2021 December 31, 2020 Beginning balance $ 26,138,833 $ — Initial carrying amount of non-controlling interest — 11,908,932 Net income attributable to redeemable non-controlling interest 10,495,771 276,209 Accretion of non-controlling interest to redemption value — 13,953,692 Ending balance $ 36,634,604 $ 26,138,833 |
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 December 31, 2021 and 2020: December 31, 2021 December 31, 2020 Cash and cash equivalents $ 13,322,507 $ 7,890,886 Accounts receivable, net 7,078,559 3,591,468 Inventory 1,654,706 629,667 Prepaid expense and other current assets 9,298,734 926,203 Total current assets 31,354,506 13,038,224 Fixed assets, net 6,184,531 6,549,139 Finance lease right-of-use assets 436,039 1,031,353 Operating lease right-of-use assets — 299,758 Intangible assets, net 813,713 1,064,624 Other assets 106,643 108,643 Total assets $ 38,895,432 $ 22,091,741 Accounts payable $ 2,051,721 $ 1,753,160 Accrued expenses 1,658,427 307,340 Finance lease liability-current 295,935 346,029 Operating lease liability-current 175,121 251,037 Total current liabilities 4,181,204 2,657,566 Finance lease liability-long term — 643,446 Operating lease liability-long term — 48,721 Total liabilities $ 4,181,204 $ 3,349,733 |
Schedule of pro forma information | The following table presents results of operations of Crystal as of December 31, 2021 and unaudited results of operations as of December 31, 2020 and 2019, as if the acquisition had occurred as of January 1, 2019. This information has been compiled from current and historical financial statements. 2021 2020 2019 Revenue $ 78,190,691 $ 86,452,097 $ 261,668,500 Net income (loss) 313,789 (690,004) (5,724,176) |
INTANGIBLE ASSETS, NET (Tables)
INTANGIBLE ASSETS, NET (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of intangible assets | Components of intangible assets (subject to amortization) consist of the following items: December 31, 2021 December 31, 2020 Useful Life Gross Accumulated Amortization Net Gross Net Internally-developed software 3-5 $ 538,322 $ 179,440 $ 358,882 $ 538,322 $ 71,776 $ 466,546 |
Schedule of estimated future amortization expense | Estimated future amortization expense is as follows: 2022 $ 107,664 2023 107,664 2024 107,664 2025 35,890 2026 — Thereafter — $ 358,882 |
ACCOUNTS RECEIVABLE (Tables)
ACCOUNTS RECEIVABLE (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Receivables [Abstract] | |
Schedule of accounts receivable, net | Accounts receivable, net, consists of the following at December 31: 2021 2020 Accounts receivable trade $ 6,296,550 $ 5,564,396 Allowance for doubtful accounts (999,683) (352,775) Accounts receivable trade, net $ 5,296,867 $ 5,211,621 |
FINANCING ARRANGEMENTS (Tables)
FINANCING ARRANGEMENTS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of outstanding debt facilities | The Company's outstanding debt as of December 31, 2021 and December 31, 2020 is summarized as follows: Creditor Loan Type Origination Date Maturity Date Loan Amount Balance on December 31, 2021 Balance on December 31, 2020 Encina Business Credit, LLC Term Loan February 1, 2017 February 1, 2022 $ 20,000,000 $ — $ 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 — 1,378,819 AVT Equipment Lease-HH Finance Lease May 22, 2020 May 22, 2023 $ 551,609 302,166 450,564 John Deere Note Note May 27, 2020 June 27, 2024 $ 152,643 94,005 131,303 Texas Citizens Bank PPP Loan May 5, 2020 April 28, 2022 $ 4,222,000 — 4,222,000 Wells Fargo Equipment Lease-VRM LA Finance Lease March, 2018 March, 2021 $ 30,408 — 1,804 Wells Fargo Equipment Lease-Ohio Finance Lease April-May, 2019 April-May, 2024 $ 621,000 — 436,411 US Small Business Administration SBA Loan July 18, 2020 July 18, 2050 $ 58,700 58,700 — Various institutions Insurance premiums financed Various < 1 year $ 5,178,117 2,375,071 1,183,543 Total $ 2,829,942 $ 13,370,890 |
Schedule of maturities of long-term debt | Future maturities of debt are summarized as follows: Creditor 2022 2023 2024 2025 2026 Thereafter AVT Equipment Lease-HH $ 302,166 $ — $ — $ — $ — $ — John Deere Note 38,224 39,173 16,608 — — — US Small Business Administration — 1,001 1,303 1,352 1,404 53,640 Various institutions 2,375,071 — — — — — Totals $ 2,715,461 $ 40,174 $ 17,911 $ 1,352 $ 1,404 $ 53,640 |
Schedule of debt | The components of convertible note are presented as follows : December 31, 2021 Principal Amounts $ 155,000,000 Original issue discount and issuance costs (21,247,142) Derivative liability-conversion feature (70,868,421) Accretion of debt discount 1,131,492 Net Carrying Amount $ 64,015,929 The following is an analysis of changes in the derivative liability issued with the Convertible Notes: Level Three Roll-Forward December 31, 2021 Derivative liabilities at issue date $ 70,868,421 Change of fair value 4,342,104 Derivative liabilities as of December 31, 2021 $ 75,210,525 |
Schedule of future interest payments | The following table represents the future interest payment. Interest payable 2022 2023 2024 2025 2026 Thereafter Interest payable $ 9,687,500 $ 9,687,500 $ 9,687,500 $ 9,687,500 $ 9,687,500 $ 7,272,260 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of components of income tax expense (benefit) | The components of income tax (benefit) expense for the years ended December 31, 2021, 2020 and 2019 are as follows: December 31, 2021 December 31, 2020 December 31, 2019 Current federal tax (expense)/benefit $ — $ (69,000) $ (69,000) Deferred federal tax (expense)/benefit — 69,000 69,000 Total federal tax (expense)/benefit $ — $ — $ — |
Schedule of effective income tax rate reconciliation | Reconciliation between the amount determined by applying the U.S. federal income tax rate of 21% to pretax income from continuing operations and income tax expense presented in the accompanying consolidated statements of operations was as follows for the years ended December 31, 2021, 2020, and 2019: December 31, 2021 December 31, 2020 December 31, 2019 Statutory tax on book income $ (3,856,000) $ (2,393,000) $ (1,152,000) Permanent differences (574,000) 7,000 139,000 Change in derivative liability 2,382,000 (344,000) 102,000 Tensile transaction gain — 1,745,000 210,000 Change in valuation allowance 6,570,000 904,000 1,344,000 PPP Loan Forgiveness (887,000) — — Non-Controlling Interest (2,247,000) — — State Income Tax Expense (1,388,000) — Prior year return true up — 81,000 (643,000) Income tax expense (benefit) $ — $ — $ — |
Schedule of deferred tax assets and liabilities | The tax effect of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities at December 31, 2021 and 2020 are presented below: December 31, 2021 December 31, 2020 Deferred tax assets: State net operating loss carry forwards $ 1,206,000 $ — Accrued bonus and stock-based compensation 339,000 403,000 Basis of intangible assets 1,611,000 1,406,000 Bad debt reserve 329,000 120,000 Contribution carryover 60,000 41,000 Acquisition costs 884,000 — Derivative liability - convertible note 18,884,000 — Interest expense carryforward 926,000 — Net operating loss carry forwards 18,609,000 15,168,000 Less valuation allowance (20,927,000) (14,357,000) Total deferred tax assets $ 21,921,000 $ 2,781,000 December 31, 2021 December 31, 2020 Deferred tax liabilities: Basis of fixed assets $ (2,772,000) $ (2,163,000) Discount on convertible note (17,576,000) — Partnership income (1,573,000) (618,000) Total deferred tax liabilities $ (21,921,000) $ (2,781,000) Net deferred tax assets $ — $ — |
STOCK BASED COMPENSATION (Table
STOCK BASED COMPENSATION (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of stock option activity | Stock option activity for the years ended December 31, 2021, 2020 and 2019 is summarized as follows: OPTIONS ISSUED FOR COMPENSATION: Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life Grant Date Outstanding at December 31, 2018 3,460,750 $ 2.05 3.50 $ 3,469,298 Options granted 1,150,000 $ 1.40 8.76 $ 1,148,662 Options exercised (112,500) $ 0.46 — $ (41,789) Options cancelled/forfeited/expired (80,000) $ 0.46 — $ (28,800) Outstanding at December 31, 2019 4,418,250 1.95 6.25 4,547,371 Vested at December 31, 2019 2,383,625 $ 2.50 4.84 $ 2,625,779 Exercisable at December 31, 2019 2,383,625 3 4.84 2,625,779 Outstanding at December 31, 2019 4,418,250 $ 1.95 6.25 $ 4,547,371 Options granted 686,038 0.81 7.51 355,404 Options exercised — — — — Options cancelled/forfeited/expired — — — — Outstanding at December 31, 2020 5,104,288 $ 1.80 5.55 $ 4,902,775 Vested at December 31, 2020 3,096,000 $ 2.14 4.46 $ 3,110,775 Exercisable at December 31, 2020 3,096,000 $ 2.14 4.46 $ 3,110,775 Outstanding at December 31, 2020 5,104,288 $ 1.80 5.55 $ 4,902,775 Options granted 1,321,240 1.93 9.00 2,066,590 Options exercised (2,041,610) 1.50 — (2,140,138) Options cancelled/forfeited/expired (188,750) 1.40 — (147,478) Outstanding at December 31, 2021 4,195,168 $ 1.73 6.37 $ 4,681,749 Vested at December 31, 2021 1,716,400 $ 1.98 3.94 $ 1,707,422 Exercisable at December 31, 2021 1,716,400 $ 1.98 3.94 $ 1,707,422 |
Schedule of stock warrant activity | A summary of the Company’s stock warrant activity and related information for the years ended December 31, 2021, 2020 and 2019 is as follows: WARRANTS ISSUED AND OTHER THAN SERIES B AND B1 PREFERRED STOCK: Warrants Weighted Average Exercise Price Weighted Average Remaining Contractual Life Grant Date Outstanding at December 31, 2018 219,868 $ 3.01 0.93 $ 140,249 Warrants granted 1,500,000 $ 2.25 9.70 $ 1,496,372 Warrants exercised — $ — 0.00 $ — Warrants canceled/forfeited/expired (219,868) $ 3.01 0.00 $ (140,249) Warrants at December 31, 2019 1,500,000 $ 3.01 0.93 $ 1,496,372 Vested at December 31, 2019 — $ — 0.00 $ — Exercisable at December 31, 2019 — $ — 0.00 $ — Outstanding at December 31, 2019 1,500,000 $ 3.01 0.93 $ 1,496,372 Warrants granted — — 0.00 — Warrants exercised — — — — Warrants canceled/forfeited/expired — — — — Warrants at December 31, 2020 1,500,000 $ 2.25 8.70 $ 1,496,372 Vested at December 31, 2020 — $ — 0.00 $ — Exercisable at December 31, 2020 — $ — 0.00 $ — Outstanding at December 31, 2020 1,500,000 $ 2.25 8.70 $ 1,496,372 Warrants granted — — — — Warrants exercised — — 0.00 — Warrants canceled/forfeited/expired — — — — Warrants at December 31, 2021 1,500,000 $ 2.25 7.70 $ 1,496,372 Vested at December 31, 2021 — $ — 0.00 $ — Exercisable at December 31, 2021 — $ — 0.00 $ — |
PREFERRED STOCK AND TEMPORARY_2
PREFERRED STOCK AND TEMPORARY EQUITY (Tables) | 12 Months Ended |
Dec. 31, 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 Consolidated Balance Sheet, during the years ended December 31, 2021, 2020 and 2019: 2021 2020 2019 Balance at beginning of period $ 12,718,339 $ 11,006,406 $ 8,900,208 Less: conversions of shares to common (8,446,837) — — Less: exchanges of shares to common (4,747,250) — — Plus: discount accretion — 854,364 1,420,391 Plus: dividends in kind 475,748 857,569 685,807 Balance at end of period $ — $ 12,718,339 $ 11,006,406 The following table represents the activity related to the Series B1 Preferred Stock, classified as Temporary Equity on the accompanying Consolidated Balance Sheet, for the year ended December 31, 2021, 2020 and 2019: 2021 2020 2019 Balance at beginning of period $ 11,036,173 $ 12,743,047 $ 13,279,755 Less: conversions of shares to common (12,046,441) (3,368,474) (2,562,015) Plus: discount accretion 507,282 833,486 1,069,331 Plus: dividends in kind 502,986 828,114 955,976 Balance at end of period $ — $ 11,036,173 $ 12,743,047 |
Schedule of liabilities with unobservable inputs | The following is an analysis of changes in the derivative liability of the warrants issued with the Series B1 Preferred Stock: Level Three Roll-Forward Year Ended December 31, 2021 2020 Balance at beginning of period $ 330,412 $ 1,969,216 Value of warrants exercised (11,673,663) — Change in fair value of warrants 11,343,251 (1,638,804) Balance at end of period $ — $ 330,412 |
COMMODITY DERIVATIVE INSTRUME_2
COMMODITY DERIVATIVE INSTRUMENTS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of derivative instruments | December 31, 2021 Contract Type Contract Period Weighted Average Trade Price (Barrels) Remaining Volume (Barrels) Fair Value Option Dec. 2021- Mar. 2022 $ 3.18 18,000 $ 136,440 Futures Dec. 2021- Mar. 2022 $ 31.59 20,000 $ 71,000 Futures Dec. 2021- Mar. 2022 $ 32.48 50,000 $ (111,460) December 31, 2020 Contract Type Contract Period Weighted Average Trade Price (Barrels) Remaining Volume (Barrels) Fair Value Futures Dec. 2020- Mar. 2021 $ 62.33 55,000 $ (94,214) |
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 December 31, 2021 and 2020 are presented in the table below. Balance Sheet Classification Contract Type 2021 2020 Crude oil options $ 136,440 $ — Crude oil futures (40,460) (94,214) Derivative commodity asset (liability) $ 95,980 $ (94,214) |
SEGMENT REPORTING (Tables)
SEGMENT REPORTING (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
Schedule of segment reporting information | Segment information for the years ended December 31, 2021, 2020 and 2019 are as follows: YEAR ENDED DECEMBER 31, 2021 Black Oil Refining and Marketing Recovery Total Revenues: Base oil $ — $ — $ — $ — Pygas — 13,438,244 — 13,438,244 Industrial fuel — 1,600,839 — 1,600,839 Distillates (1) — 78,190,691 — 78,190,691 Oil collection services 677,487 — 3,423 680,910 Metals (2) — — 21,008,600 21,008,600 Other re-refinery products (3) — — 862,091 862,091 VGO/Marine fuel sales — — — — Total revenues 677,487 93,229,774 21,874,114 115,781,375 Cost of revenues (exclusive of depreciation and amortization shown separately below) 1,901,774 89,570,129 19,248,465 110,720,368 Depreciation and amortization attributable to costs of revenues 75,402 127,501 283,525 486,428 Gross profit (loss) (1,299,689) 3,532,144 2,342,124 4,574,579 Selling, general and administrative expenses 13,632,330 3,277,265 823,095 17,732,690 Loss on Assets Impairment 2,123,703 — — 2,123,703 Depreciation and amortization attributable to operating expenses 107,664 — — 107,664 Income (loss) from operations $ (17,163,386) $ 254,879 $ 1,519,029 $ (15,389,478) Total assets $ 171,493,256 $ 5,639,420 $ 4,811,290 $ 181,943,966 YEAR ENDED DECEMBER 31, 2020 Black Oil Refining and Marketing Recovery Total Revenues: Base oil $ — $ — $ — $ — Pygas — 6,627,128 — 6,627,128 Industrial fuel — 234,792 — 234,792 Distillates (1) — 28,942,465 — 28,942,465 Oil collection services 4,735 — — 4,735 Metals (2) — — 11,261,607 11,261,607 Other re-refinery products (3) — — (51,684) (51,684) VGO/Marine fuel sales — — — — Total revenues 4,735 35,804,385 11,209,923 47,019,043 Cost of revenues (exclusive of depreciation and amortization shown separately below) 807,863 35,207,189 9,505,062 45,520,114 Depreciation and amortization attributable to costs of revenues 17,239 140,217 300,699 458,155 Gross profit (loss) (820,367) 456,979 1,404,162 1,040,774 Selling, general and administrative expenses 5,036,054 2,528,987 552,388 8,117,429 Depreciation and amortization attributable to operating expenses 71,776 — — 71,776 Income (loss) from operations $ (5,928,197) $ (2,072,008) $ 851,774 $ (7,148,431) Total assets $ 32,691,626 $ 3,545,843 $ 3,520,159 $ 39,757,628 YEAR ENDED DECEMBER 31, 2019 Black Oil Refining and Marketing Recovery Total Revenues: Base oil $ — $ — $ — $ — Pygas — 10,873,699 — 10,873,699 Industrial fuel — 2,029,371 — 2,029,371 Distillates (1) — 54,697 — 54,697 Oil collection services — — — — Metals (2) — — 5,324,453 5,324,453 Other re-refinery products (3) — — 75,355 75,355 VGO/Marine fuel sales — — — — Total revenues — 12,957,767 5,399,808 18,357,575 Cost of revenues (exclusive of depreciation and amortization shown separately below) 669,904 10,651,069 5,631,162 16,952,135 Depreciation and amortization attributable to costs of revenues — 131,210 329,900 461,110 Gross profit (loss) (669,904) 2,175,488 (561,254) 944,330 Selling, general and administrative expenses 4,268,707 1,901,746 486,725 6,657,178 Depreciation and amortization attributable to operating expenses — — — — Income (loss) from operations $ (4,938,611) $ 273,742 $ (1,047,979) $ (5,712,848) Total assets $ 25,743,559 $ 1,101,470 $ 2,952,528 $ 29,797,557 (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. |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Schedule of maturities of operating lease liabilities | Maturities of our lease liabilities for all operating leases are as follows as of December 31, 2021: Facilities Equipment Plant Total Year 1 $ 250,849 $ 7,500 $ 701,224 $ 959,573 Year 2 186,794 7,500 701,224 895,518 Year 3 74,312 7,500 701,224 783,036 Year 4 19,200 2,500 701,224 722,924 Year 5 1,600 — 701,224 702,824 Thereafter — — 3,681,426 3,681,426 Total lease payments 532,755 25,000 7,187,546 7,745,301 Less: interest (51,518) (2,279) (2,680,053) (2,733,850) Present value of lease liabilities $ 481,237 $ 22,721 $ 4,507,493 $ 5,011,451 |
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 December 31, 2021: Remaining lease term and discount rate: December 31, 2021 Weighted average remaining lease terms (years) Lease facilities 2.80 Lease equipment 5.00 Lease plant 10.80 Weighted average discount rate Lease facilities 8.00 % Lease equipment 8.00 % Lease plant 9.37 % |
DISCONTINUED OPERATIONS (Tables
DISCONTINUED OPERATIONS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Summarized financial information from continuing operations and reported as discontinued operations | The following summarized financial information has been segregated from continuing operations and reported as Discontinued Operations for the years ended December 31, 2021, 2020 and 2019. For The Year Ended December 31 2021 2020 2019 Revenues $ 149,704,184 88,009,445 $ 145,007,990 Cost of revenues (exclusive of depreciation shown separately below) 100,010,253 68,245,895 117,824,979 Depreciation and amortization attributable to costs of revenues 5,122,435 4,632,197 4,895,166 Gross profit 44,571,496 15,131,353 22,287,845 Operating expenses: Selling, general and administrative expenses 19,600,523 18,026,835 17,525,229 Depreciation and amortization expense attributable to operating expenses 1,823,812 1,823,812 1,823,812 Total Operating expenses 21,424,335 19,850,647 19,349,041 Income (loss) from operations 23,147,161 (4,719,294) 2,938,804 Other income (expense) Other income (expense) — — — Interest expense (403,779) (632,991) (2,528,821) Total other income (expense) (403,779) (632,991) (2,528,821) Income (loss) before income tax 22,743,382 (5,352,285) 409,983 Income tax benefit (expense) — — — Income (loss) from discontinued operations, net of tax $ 22,743,382 $ (5,352,285) $ 409,983 The assets and liabilities held for sale on the Consolidated Balance Sheets as of December 31, 2021 and 2020 are as follows. December 31, 2021 December 31, 2020 ASSETS Accounts receivable, net $ 9,583,488 $ 5,927,312 Inventory 5,547,704 2,981,551 Prepaid expenses 449,522 622,560 Total current assets 15,580,714 9,531,423 Property and equipment, at cost 63,836,354 60,928,739 Less accumulated depreciation (32,044,584) (27,764,011) Property and equipment, net 31,791,770 33,164,728 Finance lease right-of-use assets 812,974 1,518,611 Operating lease right-of use assets 28,260,318 28,581,379 Intangible assets, net 7,107,083 8,930,895 Other assets 563,293 615,293 Total noncurrent assets 68,535,438 72,810,906 Assets held for sale $ 84,116,152 $ 82,342,329 LIABILITIES AND EQUITY Current liabilities Accounts payable $ 7,764,209 $ 7,173,919 Accrued expenses 1,323,850 404,142 Finance lease liability-current 295,935 225,132 Operating lease liability-current 28,260,318 4,831,038 Total current liabilities 37,644,312 12,634,231 Finance lease liability-noncurrent — 327,933 Operating lease liability-noncurrent — 23,750,341 Total noncurrent liabilities — 24,078,274 Liabilities held for sale $ 37,644,312 $ 36,712,505 |
BASIS OF PRESENTATION AND NAT_2
BASIS OF PRESENTATION AND NATURE OF OPERATIONS (Details) $ in Millions | Jun. 29, 2021 | Dec. 31, 2021USD ($)statesegmentsupplier | Dec. 31, 2020USD ($) | Jan. 17, 2020 | Jan. 01, 2020 | Dec. 31, 2019 |
Business Acquisition | ||||||
Number of states in which company provides service | state | 15 | |||||
Working capital | $ 185 | $ 3.6 | ||||
Restricted escrow account | 100 | |||||
Assets held for sale | $ 84 | |||||
Number of operating segments | segment | 3 | |||||
Safety-Kleen Systems, Inc. | Vertex Operating, Vertex Refining, LLC, Vertex Refining OH, LLC, Cedar Marine Terminals, L.P. and H & H Oil, L.P. | ||||||
Business Acquisition | ||||||
Percentage of indirect ownership before transaction (as a percent) | 35.00% | |||||
Percentage of ownership before transaction (as a percent) | 65.00% | |||||
Heartland SPV | ||||||
Business Acquisition | ||||||
Ownership percentage (in percent) | 35.00% | |||||
Heartland SPV | Tensile-Heartland Acquisition Corporation | ||||||
Business Acquisition | ||||||
Ownership percentage (in percent) | 65.00% | 65.00% | 65.00% | |||
Black Oil | ||||||
Business Acquisition | ||||||
Number of suppliers | supplier | 50 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Narrative (Details) | 12 Months Ended | ||||
Dec. 31, 2021USD ($)a | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Jan. 17, 2020 | Jan. 01, 2020 | |
New Accounting Pronouncements or Change in Accounting Principle | |||||
Restricted cash | $ 100,396,873 | ||||
Allowance for doubtful accounts | 999,683 | $ 352,775 | |||
Cost of revenues (exclusive of depreciation and amortization shown separately below) | 110,720,368 | 45,520,114 | $ 16,952,135 | ||
Asset impairment | 2,123,703 | 0 | 0 | ||
Loss recognized on disposal group classified as held for sale | $ 0 | 0 | $ 0 | ||
Adjustment | |||||
New Accounting Pronouncements or Change in Accounting Principle | |||||
Cost of revenues (exclusive of depreciation and amortization shown separately below) | $ 461,110 | ||||
Heartland SPV | |||||
New Accounting Pronouncements or Change in Accounting Principle | |||||
Ownership percentage (in percent) | 35.00% | ||||
Heartland SPV | Tensile-Heartland Acquisition Corporation | |||||
New Accounting Pronouncements or Change in Accounting Principle | |||||
Ownership percentage (in percent) | 65.00% | 65.00% | 65.00% | ||
Heartland SPV | Vertex Operating | |||||
New Accounting Pronouncements or Change in Accounting Principle | |||||
Ownership percentage (in percent) | 35.00% | ||||
Vertex Refining Myrtle Grove LLC | |||||
New Accounting Pronouncements or Change in Accounting Principle | |||||
Ownership percentage (in percent) | 85.00% | ||||
Leverage Lubricants LLC | |||||
New Accounting Pronouncements or Change in Accounting Principle | |||||
Ownership percentage (in percent) | 51.00% | ||||
Money Market Funds | |||||
New Accounting Pronouncements or Change in Accounting Principle | |||||
Restricted cash | $ 100,000 | ||||
Liquid storage facility on the Houston Ship Channel | |||||
New Accounting Pronouncements or Change in Accounting Principle | |||||
Area of property (acre) | a | 19 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of restricted cash (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Accounting Policies [Abstract] | ||||
Cash and cash equivalents | $ 36,129,941 | $ 10,895,044 | ||
Restricted cash | 100,496,998 | 100,125 | ||
Cash and cash equivalents and restricted cash as shown in the consolidated statements of cash flows | $ 136,626,939 | $ 10,995,169 | $ 4,199,825 | $ 2,849,831 |
REVENUES (Details)
REVENUES (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disaggregation of Revenue | |||
Revenues | $ 115,781,375 | $ 47,019,043 | $ 18,357,575 |
Pygas | |||
Disaggregation of Revenue | |||
Revenues | 13,438,244 | 6,627,128 | 10,873,699 |
Industrial fuel | |||
Disaggregation of Revenue | |||
Revenues | 1,600,839 | 234,792 | 2,029,371 |
Distillates | |||
Disaggregation of Revenue | |||
Revenues | 78,190,691 | 28,942,465 | 54,697 |
Oil collection services | |||
Disaggregation of Revenue | |||
Revenues | 680,910 | 4,735 | 0 |
Metals | |||
Disaggregation of Revenue | |||
Revenues | 21,008,600 | 11,261,607 | 5,324,453 |
Other re-refinery products | |||
Disaggregation of Revenue | |||
Revenues | 862,091 | (51,684) | 75,355 |
Black Oil | |||
Disaggregation of Revenue | |||
Revenues | 677,487 | 4,735 | 0 |
Black Oil | Pygas | |||
Disaggregation of Revenue | |||
Revenues | 0 | 0 | 0 |
Black Oil | Industrial fuel | |||
Disaggregation of Revenue | |||
Revenues | 0 | 0 | 0 |
Black Oil | Distillates | |||
Disaggregation of Revenue | |||
Revenues | 0 | 0 | 0 |
Black Oil | Oil collection services | |||
Disaggregation of Revenue | |||
Revenues | 677,487 | 4,735 | 0 |
Black Oil | Metals | |||
Disaggregation of Revenue | |||
Revenues | 0 | 0 | 0 |
Black Oil | Other re-refinery products | |||
Disaggregation of Revenue | |||
Revenues | 0 | 0 | 0 |
Refining and Marketing | |||
Disaggregation of Revenue | |||
Revenues | 93,229,774 | 35,804,385 | 12,957,767 |
Refining and Marketing | Pygas | |||
Disaggregation of Revenue | |||
Revenues | 13,438,244 | 6,627,128 | 10,873,699 |
Refining and Marketing | Industrial fuel | |||
Disaggregation of Revenue | |||
Revenues | 1,600,839 | 234,792 | 2,029,371 |
Refining and Marketing | Distillates | |||
Disaggregation of Revenue | |||
Revenues | 78,190,691 | 28,942,465 | 54,697 |
Refining and Marketing | Oil collection services | |||
Disaggregation of Revenue | |||
Revenues | 0 | 0 | 0 |
Refining and Marketing | Metals | |||
Disaggregation of Revenue | |||
Revenues | 0 | 0 | 0 |
Refining and Marketing | Other re-refinery products | |||
Disaggregation of Revenue | |||
Revenues | 0 | 0 | 0 |
Recovery | |||
Disaggregation of Revenue | |||
Revenues | 21,874,114 | 11,209,923 | 5,399,808 |
Recovery | Pygas | |||
Disaggregation of Revenue | |||
Revenues | 0 | 0 | 0 |
Recovery | Industrial fuel | |||
Disaggregation of Revenue | |||
Revenues | 0 | 0 | 0 |
Recovery | Distillates | |||
Disaggregation of Revenue | |||
Revenues | 0 | 0 | 0 |
Recovery | Oil collection services | |||
Disaggregation of Revenue | |||
Revenues | 3,423 | 0 | 0 |
Recovery | Metals | |||
Disaggregation of Revenue | |||
Revenues | 21,008,600 | 11,261,607 | 5,324,453 |
Recovery | Other re-refinery products | |||
Disaggregation of Revenue | |||
Revenues | $ 862,091 | $ (51,684) | $ 75,355 |
CONCENTRATIONS, SIGNIFICANT C_3
CONCENTRATIONS, SIGNIFICANT CUSTOMERS, COMMITMENTS AND CONTINGENCIES - Narrative (Details) | Jul. 25, 2016 | Dec. 31, 2021USD ($)director | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Feb. 12, 2016lawsuit |
Long-term Purchase Commitment | |||||
Number of independent directors in related party committee | director | 2 | ||||
Related party payments | $ | $ 742,447 | $ 62,185 | $ 100,683 | ||
Vertex Refining LA, LLC | |||||
Long-term Purchase Commitment | |||||
Number of lawsuits named as defendant | lawsuit | 5 | ||||
Penthol LLC | |||||
Long-term Purchase Commitment | |||||
Marketing, sales, and logistical duties agreement, term of contract | 5 years | ||||
Vendor Concentration Risk | Purchases Benchmark | Vendor One | |||||
Long-term Purchase Commitment | |||||
Concentration (as a percentage) | 64.00% | 50.00% | 25.00% | ||
Vendor Concentration Risk | Purchases Benchmark | Vendor Two | |||||
Long-term Purchase Commitment | |||||
Concentration (as a percentage) | 22.00% | ||||
Vendor Concentration Risk | Purchases Benchmark | Vendor Three | |||||
Long-term Purchase Commitment | |||||
Concentration (as a percentage) | 21.00% | ||||
Vendor Concentration Risk | Accounts Payable Benchmark | Vendor One | |||||
Long-term Purchase Commitment | |||||
Concentration (as a percentage) | 60.00% | 69.00% | 16.00% | ||
Vendor Concentration Risk | Accounts Payable Benchmark | Vendor Two | |||||
Long-term Purchase Commitment | |||||
Concentration (as a percentage) | 52.00% | ||||
Vendor Concentration Risk | Accounts Payable Benchmark | Vendor Three | |||||
Long-term Purchase Commitment | |||||
Concentration (as a percentage) | 26.00% |
CONCENTRATIONS, SIGNIFICANT C_4
CONCENTRATIONS, SIGNIFICANT CUSTOMERS, COMMITMENTS AND CONTINGENCIES - Schedule of Concentrations and Segment Revenues (Details) - Customer Concentration Risk | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Revenue | Customer 1 | |||
Revenue, Major Customer | |||
Concentration (as a percentage) | 22.00% | 21.00% | 0.00% |
Revenue | Customer 2 | |||
Revenue, Major Customer | |||
Concentration (as a percentage) | 16.00% | 13.00% | 0.00% |
Revenue | Customer 3 | |||
Revenue, Major Customer | |||
Concentration (as a percentage) | 13.00% | 7.00% | 8.00% |
Revenue | Customer 4 | |||
Revenue, Major Customer | |||
Concentration (as a percentage) | 12.00% | 13.00% | 59.00% |
Revenue | Customer 5 | |||
Revenue, Major Customer | |||
Concentration (as a percentage) | 7.00% | 6.00% | 0.00% |
Receivables | Customer 1 | |||
Revenue, Major Customer | |||
Concentration (as a percentage) | 13.00% | 13.00% | 0.00% |
Receivables | Customer 2 | |||
Revenue, Major Customer | |||
Concentration (as a percentage) | 11.00% | 8.00% | 0.00% |
Receivables | Customer 3 | |||
Revenue, Major Customer | |||
Concentration (as a percentage) | 18.00% | 8.00% | 3.00% |
Receivables | Customer 4 | |||
Revenue, Major Customer | |||
Concentration (as a percentage) | 18.00% | 14.00% | 28.00% |
Receivables | Customer 5 | |||
Revenue, Major Customer | |||
Concentration (as a percentage) | 3.00% | 3.00% | 0.00% |
Black Oil | Revenue | Customer 1 | |||
Revenue, Major Customer | |||
Concentration (as a percentage) | 0.00% | 0.00% | 0.00% |
Black Oil | Revenue | Customer 2 | |||
Revenue, Major Customer | |||
Concentration (as a percentage) | 0.00% | 0.00% | 0.00% |
Black Oil | Revenue | Customer 3 | |||
Revenue, Major Customer | |||
Concentration (as a percentage) | 0.00% | 0.00% | 0.00% |
Black Oil | Revenue | Customer 4 | |||
Revenue, Major Customer | |||
Concentration (as a percentage) | 0.00% | 0.00% | 0.00% |
Black Oil | Revenue | Customer 5 | |||
Revenue, Major Customer | |||
Concentration (as a percentage) | 0.00% | 0.00% | 0.00% |
Refining | Revenue | Customer 1 | |||
Revenue, Major Customer | |||
Concentration (as a percentage) | 27.00% | 28.00% | 0.00% |
Refining | Revenue | Customer 2 | |||
Revenue, Major Customer | |||
Concentration (as a percentage) | 20.00% | 17.00% | 0.00% |
Refining | Revenue | Customer 3 | |||
Revenue, Major Customer | |||
Concentration (as a percentage) | 0.00% | 0.00% | 0.00% |
Refining | Revenue | Customer 4 | |||
Revenue, Major Customer | |||
Concentration (as a percentage) | 14.00% | 18.00% | 84.00% |
Refining | Revenue | Customer 5 | |||
Revenue, Major Customer | |||
Concentration (as a percentage) | 8.00% | 8.00% | 0.00% |
Recovery | Revenue | Customer 1 | |||
Revenue, Major Customer | |||
Concentration (as a percentage) | 0.00% | 0.00% | 0.00% |
Recovery | Revenue | Customer 2 | |||
Revenue, Major Customer | |||
Concentration (as a percentage) | 0.00% | 0.00% | 0.00% |
Recovery | Revenue | Customer 3 | |||
Revenue, Major Customer | |||
Concentration (as a percentage) | 67.00% | 31.00% | 27.00% |
Recovery | Revenue | Customer 4 | |||
Revenue, Major Customer | |||
Concentration (as a percentage) | 0.00% | 0.00% | 0.00% |
Recovery | Revenue | Customer 5 | |||
Revenue, Major Customer | |||
Concentration (as a percentage) | 0.00% | 0.00% | 0.00% |
CONCENTRATIONS, SIGNIFICANT C_5
CONCENTRATIONS, SIGNIFICANT CUSTOMERS, COMMITMENTS AND CONTINGENCIES - Purchase and Sale Agreement (Details) bbl / d in Thousands, bbl in Millions | Jan. 25, 2022USD ($) | Jan. 24, 2022USD ($) | Jun. 29, 2021USD ($) | May 26, 2021USD ($)abbl / dbbl | Dec. 31, 2021USD ($) | Jul. 01, 2021USD ($) |
Deposit Note | Seller | ||||||
Revenue, Major Customer | ||||||
Promissory note | $ 10,000,000 | $ 5,000,000 | ||||
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 | ||||||
Revenue, Major Customer | ||||||
Capital project | $ 85,000,000 | |||||
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 | ||||||
Break-fee | $ 3,000,000 | |||||
Seller | Capital Addition Purchase Commitments | ||||||
Revenue, Major Customer | ||||||
Acre site | a | 800 | |||||
Nameplate annual production capacity (bbl/day) | bbl / d | 91 | |||||
Percentage of 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 | |||||
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 Systems, Inc. | ||||||
Revenue, Major Customer | ||||||
Initial base purchase price for the assets | $ 140,000,000 | |||||
Extension option, period | 90 days | |||||
Safety-Kleen Systems, Inc. | Subsequent Event | ||||||
Revenue, Major Customer | ||||||
Break up fee payment | $ 3,000,000 | $ 3,000,000 |
FIXED ASSETS, NET - Schedule of
FIXED ASSETS, NET - Schedule of Fixed Assets (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment, Net | ||
Total fixed assets | $ 13,811,835 | $ 14,848,813 |
Less accumulated depreciation | (2,045,241) | (1,573,025) |
Fixed assets, net | 11,766,594 | 13,275,788 |
Equipment | ||
Property, Plant and Equipment, Net | ||
Total fixed assets | $ 2,060,572 | 1,473,470 |
Furniture and fixtures | ||
Property, Plant and Equipment, Net | ||
Useful Life (in years) | 7 years | |
Total fixed assets | $ 39,887 | 39,887 |
Leasehold improvements | ||
Property, Plant and Equipment, Net | ||
Useful Life (in years) | 15 years | |
Total fixed assets | $ 113,415 | 103,619 |
Office equipment | ||
Property, Plant and Equipment, Net | ||
Useful Life (in years) | 5 years | |
Total fixed assets | $ 917,894 | 929,188 |
Vehicles | ||
Property, Plant and Equipment, Net | ||
Useful Life (in years) | 5 years | |
Total fixed assets | $ 372,697 | 372,697 |
Construction in progress | ||
Property, Plant and Equipment, Net | ||
Total fixed assets | $ 10,307,370 | $ 11,929,952 |
Minimum | Equipment | ||
Property, Plant and Equipment, Net | ||
Useful Life (in years) | 7 years | |
Maximum | Equipment | ||
Property, Plant and Equipment, Net | ||
Useful Life (in years) | 20 years |
FIXED ASSETS, NET - Narrative (
FIXED ASSETS, NET - Narrative (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Line Items] | |||
Depreciation | $ 482,808 | $ 453,811 | $ 461,110 |
Loss on assets impairment | 2,123,703 | $ 0 | $ 0 |
Black Oil | |||
Property, Plant and Equipment [Line Items] | |||
Loss on assets impairment | $ 2,123,703 |
SHARE PURCHASE, SUBSCRIPTION _2
SHARE PURCHASE, SUBSCRIPTION AGREEMENTS, AND ACQUISITION - Myrtle Grove Share Purchase and Subscription Agreement and Redeemable Noncontrolling Interest (Details) - USD ($) | Jan. 17, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Class of Stock | |||||
Restricted cash | $ 100,396,873 | ||||
Net loss attributable to redeemable non-controlling interest | 9,842,651 | $ 99,435 | $ (61,668) | ||
Accretion of non-controlling interest to redemption value | 15,135,242 | ||||
Redeemable non-controlling interest | $ 43,446,684 | 31,611,674 | |||
Tensile MG | Vertex Refining Myrtle Grove LLC | |||||
Class of Stock | |||||
Percentage acquired | 15.58% | ||||
Tensile MG | MG SPV | |||||
Class of Stock | |||||
Ownership interest (as a percent) | 15.00% | ||||
Vertex Refining Myrtle Grove LLC | |||||
Class of Stock | |||||
Net loss attributable to redeemable non-controlling interest | $ (653,121) | (176,774) | (61,668) | ||
Accretion of non-controlling interest to redemption value | 1,992,360 | 1,181,550 | 2,279,371 | ||
Redeemable non-controlling interest | $ 6,812,080 | $ 5,472,841 | $ 4,396,894 | $ 0 | |
Vertex Operating | MG SPV | |||||
Class of Stock | |||||
Ownership interest (as a percent) | 85.00% | ||||
Common Class B | Tensile MG | |||||
Class of Stock | |||||
Percentage of voting power of the outstanding voting securities (more than) (as a percent) | 50.00% | ||||
Common Class B | Tensile MG | Vertex Refining Myrtle Grove LLC | |||||
Class of Stock | |||||
Restricted cash | $ 30,000,000 | ||||
Common Class B and Class A | |||||
Class of Stock | |||||
Redeemable noncontrolling interest (in percent) | 22.50% | ||||
Percentage of aggregate capital investment to be added to original per-unit price to determine cash purchase price | 50.00% | ||||
Common Class A | MG SPV | Vertex Operating | Heartland SPV | |||||
Class of Stock | |||||
Equity issued (in shares) | 1,000 | ||||
Share price (in dollars per share) | $ 1,000 | ||||
Equity interest issued or issuable | $ 1,000,000 |
SHARE PURCHASE, SUBSCRIPTION _3
SHARE PURCHASE, SUBSCRIPTION AGREEMENTS, AND ACQUISITION - Myrtle Grove Redeemable Noncontrolling Interest (Details) - USD ($) | Jan. 17, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Increase (Decrease) in Temporary Equity | ||||
Beginning balance | $ 31,611,674 | |||
Capital contribution from non-controlling interest | $ 21,000,000 | 0 | $ 21,000,000 | $ 3,150,000 |
Initial adjustment of carrying amount of non-controlling interest | 0 | (9,091,068) | (970,809) | |
Net loss attributable to redeemable non-controlling interest | 9,842,651 | 99,435 | (61,668) | |
Change in ownership | (71,171) | |||
Accretion of non-controlling interest to redemption value | 15,135,242 | |||
Ending balance | 43,446,684 | 31,611,674 | ||
Vertex Refining Myrtle Grove LLC | ||||
Increase (Decrease) in Temporary Equity | ||||
Beginning balance | 5,472,841 | 4,396,894 | 0 | |
Capital contribution from non-controlling interest | 0 | 0 | 3,150,000 | |
Initial adjustment of carrying amount of non-controlling interest | 0 | 0 | (970,809) | |
Net loss attributable to redeemable non-controlling interest | (653,121) | (176,774) | (61,668) | |
Change in ownership | 0 | 71,171 | 0 | |
Accretion of non-controlling interest to redemption value | 1,992,360 | 1,181,550 | 2,279,371 | |
Ending balance | $ 6,812,080 | $ 5,472,841 | $ 4,396,894 |
SHARE PURCHASE, SUBSCRIPTION _4
SHARE PURCHASE, SUBSCRIPTION AGREEMENTS, AND ACQUISITION - Heartland Share Purchase and Subscription Agreement and Heartland Redeemable Noncontrolling Interest (Details) | Jan. 17, 2020USD ($)member$ / sharesshares | Dec. 31, 2021USD ($)$ / shares | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Jan. 01, 2020 |
Class of Stock | |||||
Adjustment of carrying mount of non-controlling interest | $ | $ 9,091,068 | ||||
Capital contribution from non-controlling interest | $ | 21,000,000 | $ 0 | $ 21,000,000 | $ 3,150,000 | |
Initial adjustment of carrying amount of non-controlling interest | $ | 0 | 9,091,068 | 970,809 | ||
Net loss attributable to redeemable non-controlling interest | $ | 9,842,651 | 99,435 | $ (61,668) | ||
Accretion of non-controlling interest to redemption value | $ | 15,135,242 | ||||
Heartland SPV | |||||
Class of Stock | |||||
Initial adjustment of carrying amount of non-controlling interest | $ | $ 11,908,932 | 0 | 11,908,932 | ||
Net loss attributable to redeemable non-controlling interest | $ | 10,495,771 | 276,209 | |||
Exceeded the redemption value | $ | 4,099,435 | ||||
Accretion of non-controlling interest to redemption value | $ | $ 0 | $ 13,953,692 | |||
Common Class A | |||||
Class of Stock | |||||
Aggregated capital investment | 50.00% | ||||
Common Class A | Heartland SPV | |||||
Class of Stock | |||||
Preferred stock, redemption period (days) | 180 days | ||||
Redemption price, percentage (as a percent) | 25.00% | ||||
Common Class B | Heartland SPV | Vertex Splitter | |||||
Class of Stock | |||||
Shares issued (in shares) | shares | 248 | ||||
Preferred Class A | Tensile-Heartland Acquisition Corporation | |||||
Class of Stock | |||||
Preferred stock, dividend rate | 22.50% | ||||
Vertex Refining OH, LLC | Common Class A | Heartland SPV | |||||
Class of Stock | |||||
Equity issued (in shares) | shares | 13,500 | ||||
Vertex Refining OH, LLC | A-1 Preferred Units | Heartland SPV | |||||
Class of Stock | |||||
Equity issued (in shares) | shares | 13,500 | ||||
Vertex Refining OH, LLC | Common Class B | Heartland SPV | |||||
Class of Stock | |||||
Equity issued (in shares) | shares | 11,300 | ||||
Heartland SPV | Heartland SPV | |||||
Class of Stock | |||||
Percentage acquired | 50.00% | ||||
Heartland SPV | Common Class A | Tensile-Heartland Acquisition Corporation | Vertex Operating | |||||
Class of Stock | |||||
Equity issued (in shares) | shares | 13,500 | ||||
Total purchase price | $ | $ 13,500,000 | ||||
Heartland SPV | Common Class A | Tensile-Heartland Acquisition Corporation | Heartland SPV | |||||
Class of Stock | |||||
Equity issued (in shares) | shares | 7,500 | ||||
Total purchase price | $ | $ 7,500,000 | ||||
Heartland SPV | Common Class A | MG SPV | Vertex Operating | |||||
Class of Stock | |||||
Equity issued (in shares) | shares | 1,000 | ||||
Share price (in dollars per share) | $ / shares | $ 1,000 | ||||
Heartland SPV | A-1 Preferred Units | Tensile-Heartland Acquisition Corporation | Vertex Operating | |||||
Class of Stock | |||||
Equity issued (in shares) | shares | 13,500 | ||||
Heartland SPV | A-1 Preferred Units | Tensile-Heartland Acquisition Corporation | Heartland SPV | |||||
Class of Stock | |||||
Equity issued (in shares) | shares | 7,500 | ||||
Heartland SPV | Class A-2 Preferred Units | Tensile-Heartland Acquisition Corporation | |||||
Class of Stock | |||||
Additional equity (in shares) | shares | 7,000 | ||||
Share price (in dollars per share) | $ / shares | $ 1,000 | ||||
Vertex Refining OH, LLC | |||||
Class of Stock | |||||
Ownership percentage (in percent) | 100.00% | ||||
Heartland SPV | |||||
Class of Stock | |||||
Ownership percentage (in percent) | 35.00% | ||||
Number of managers (manager) | member | 5 | ||||
Effective conversion price (in shares) | shares | 1 | ||||
Redeemable noncontrolling interest (in percent) | 22.50% | ||||
Heartland SPV | Tensile-Heartland Acquisition Corporation | |||||
Class of Stock | |||||
Ownership percentage (in percent) | 65.00% | 65.00% | 65.00% | ||
Number of managers (manager) | member | 3 | ||||
Heartland SPV | Vertex Operating | |||||
Class of Stock | |||||
Ownership percentage (in percent) | 35.00% | ||||
Number of managers (manager) | member | 2 | ||||
Heartland SPV | Preferred Class A | Tensile-Heartland Acquisition Corporation | |||||
Class of Stock | |||||
Ownership percentage (in percent) | 100.00% |
SHARE PURCHASE, SUBSCRIPTION _5
SHARE PURCHASE, SUBSCRIPTION AGREEMENTS, AND ACQUISITION - Variable Interest Entities (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Variable Interest Entity | ||
Cash and cash equivalents | $ 36,129,941 | $ 10,895,044 |
Accounts receivable, net | 5,296,867 | 5,211,621 |
Inventory | 3,735,878 | 1,458,288 |
Prepaid expenses and other current assets | 4,279,732 | 2,588,887 |
Total current assets | 234,151,548 | 29,785,388 |
Fixed assets, net | 11,766,594 | 13,275,788 |
Finance lease right-of-use assets | 0 | 18,100 |
Operating lease right-of-use assets | 5,011,454 | 4,734,497 |
Intangible assets, net | 358,881 | 466,546 |
Other assets | 14,771,642 | 1,008,733 |
TOTAL ASSETS | 266,060,119 | 122,099,958 |
Accounts payable | 4,216,275 | 3,310,992 |
Accrued expenses | 3,617,902 | 1,648,964 |
Operating lease-current | 959,573 | 783,747 |
Operating lease liability-current | 2,413,295 | 6,711,708 |
Total current liabilities | 49,153,523 | 26,194,951 |
Finance lease-non-current | 0 | 617,679 |
Operating lease-non-current | 4,051,881 | 3,950,750 |
Total liabilities | 192,546,338 | 60,809,023 |
Variable Interest Entity | ||
Variable Interest Entity | ||
Cash and cash equivalents | 13,322,507 | 7,890,886 |
Accounts receivable, net | 7,078,559 | 3,591,468 |
Inventory | 1,654,706 | 629,667 |
Prepaid expenses and other current assets | 9,298,734 | 926,203 |
Total current assets | 31,354,506 | 13,038,224 |
Fixed assets, net | 6,184,531 | 6,549,139 |
Finance lease right-of-use assets | 436,039 | 1,031,353 |
Operating lease right-of-use assets | 0 | 299,758 |
Intangible assets, net | 813,713 | 1,064,624 |
Other assets | 106,643 | 108,643 |
TOTAL ASSETS | 38,895,432 | 22,091,741 |
Accounts payable | 2,051,721 | 1,753,160 |
Accrued expenses | 1,658,427 | 307,340 |
Operating lease-current | 295,935 | 346,029 |
Operating lease liability-current | 175,121 | 251,037 |
Total current liabilities | 4,181,204 | 2,657,566 |
Finance lease-non-current | 0 | 643,446 |
Operating lease-non-current | 0 | 48,721 |
Total liabilities | $ 4,181,204 | $ 3,349,733 |
SHARE PURCHASE, SUBSCRIPTION _6
SHARE PURCHASE, SUBSCRIPTION AGREEMENTS, AND ACQUISITION - Heartland SPV Redeemable Noncontrolling Interest (Details) - USD ($) | Jan. 17, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Increase (Decrease) in Temporary Equity | ||||
Beginning balance | $ 31,611,674 | |||
Initial carrying amount of non-controlling interest | 0 | $ 9,091,068 | $ 970,809 | |
Net income attributable to redeemable non-controlling interest | 9,842,651 | 99,435 | (61,668) | |
Accretion of non-controlling interest to redemption value | 15,135,242 | |||
Ending balance | 43,446,684 | 31,611,674 | ||
Heartland SPV | ||||
Increase (Decrease) in Temporary Equity | ||||
Beginning balance | 26,138,833 | 0 | ||
Initial carrying amount of non-controlling interest | $ 11,908,932 | 0 | 11,908,932 | |
Net income attributable to redeemable non-controlling interest | 10,495,771 | 276,209 | ||
Accretion of non-controlling interest to redemption value | 0 | 13,953,692 | ||
Ending balance | $ 36,634,604 | $ 26,138,833 | $ 0 |
SHARE PURCHASE, SUBSCRIPTION _7
SHARE PURCHASE, SUBSCRIPTION AGREEMENTS, AND ACQUISITION - Tensile Transactions (Details) | Jul. 01, 2021USD ($)$ / shares |
Class of Stock | |
Tensile MG convert debt ( in dollars per shares) | $ / shares | $ 1,000 |
Promissory Note | |
Class of Stock | |
Promissory note | $ | $ 7,000,000 |
Debt instrument, stated rate (as a percent) | 12.00% |
Debt instrument term, option two | 5 days |
SHARE PURCHASE, SUBSCRIPTION _8
SHARE PURCHASE, SUBSCRIPTION AGREEMENTS, AND ACQUISITION - Crystal Energy, LLC (Details) - Crystal Energy, LLC | Jun. 01, 2020USD ($) |
Business Acquisition | |
Acquisition, cash paid | $ 1,822,690 |
Aggregate cash consideration | 1,939,364 |
Inventory | 976,512 |
Other current assets | 14,484 |
Current liabilities | $ 1,107,670 |
SHARE PURCHASE, SUBSCRIPTION _9
SHARE PURCHASE, SUBSCRIPTION AGREEMENTS, AND ACQUISITION - Crystal Energy, LLC Pro Forma (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Business Combination and Asset Acquisition [Abstract] | |||
Revenue | $ 78,190,691 | $ 86,452,097 | $ 261,668,500 |
Net income (loss) | $ 313,789 | $ (690,004) | $ (5,724,176) |
INTANGIBLE ASSETS, NET -Schedul
INTANGIBLE ASSETS, NET -Schedule of Intangible Assets (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Net Carrying Amount | ||
Net Carrying Amount | $ 358,882 | |
Internally-developed software | ||
Net Carrying Amount | ||
Gross Carrying Amount | 538,322 | $ 538,322 |
Accumulated Amortization | 179,440 | 71,776 |
Net Carrying Amount | $ 358,882 | $ 466,546 |
Minimum | Internally-developed software | ||
Net Carrying Amount | ||
Useful Life (in years) | 3 years | |
Maximum | Internally-developed software | ||
Net Carrying Amount | ||
Useful Life (in years) | 5 years |
INTANGIBLE ASSETS, NET - Narrat
INTANGIBLE ASSETS, NET - Narrative (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Amortization expense | $ 107,664 | $ 71,776 | $ 0 |
INTANGIBLE ASSETS, NET -Sched_2
INTANGIBLE ASSETS, NET -Schedule of Estimated Future Amortization Expense (Details) | Dec. 31, 2021USD ($) |
Estimated future amortization expense | |
2022 | $ 107,664 |
2023 | 107,664 |
2024 | 107,664 |
2025 | 35,890 |
2026 | 0 |
Thereafter | 0 |
Net Carrying Amount | $ 358,882 |
ACCOUNTS RECEIVABLE (Details)
ACCOUNTS RECEIVABLE (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Accounts Receivable, after Allowance for Credit Loss, Current | ||
Accounts receivable trade | $ 6,296,550 | $ 5,564,396 |
Allowance for doubtful accounts | (999,683) | (352,775) |
Accounts receivable trade, net | $ 5,296,867 | $ 5,211,621 |
FINANCING ARRANGEMENTS - Narrat
FINANCING ARRANGEMENTS - Narrative (Details) | Jul. 01, 2021USD ($) | Jun. 22, 2021USD ($) | Jul. 18, 2020USD ($) | May 22, 2020USD ($)contract | Mar. 01, 2018USD ($)contract | May 31, 2019USD ($)contract | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | May 26, 2021USD ($) | Apr. 01, 2021USD ($) | Mar. 31, 2021USD ($) | May 27, 2020USD ($) | May 04, 2020USD ($) | Feb. 01, 2017USD ($) |
Line of Credit Facility | |||||||||||||||
Long-term debt | $ 114,480 | $ 5,636,957 | |||||||||||||
Principal Amounts | 2,829,942 | 13,370,890 | |||||||||||||
Payments on finance leases | 586,612 | 226,431 | $ 79,790 | ||||||||||||
Encina Business Credit SPV, LLC | Revolving Credit Facility | |||||||||||||||
Line of Credit Facility | |||||||||||||||
Promissory note | 10,000,000 | ||||||||||||||
Principal Amounts | 0 | 133,446 | |||||||||||||
Various institutions | Insurance premiums financed | |||||||||||||||
Line of Credit Facility | |||||||||||||||
Promissory note | 5,178,117 | ||||||||||||||
Principal Amounts | 2,375,071 | 1,183,543 | |||||||||||||
AVT Equipment Lease-HH | Finance lease obligations | |||||||||||||||
Line of Credit Facility | |||||||||||||||
Promissory note | 551,609 | ||||||||||||||
Number of finance leases assumed | contract | 1 | ||||||||||||||
Payments on finance leases | $ 15,078 | ||||||||||||||
Term of contract (in years) | 3 years | ||||||||||||||
Finance lease | 302,166 | 450,564 | |||||||||||||
Wells Fargo Equipment Lease-Ohio | Finance lease obligations | |||||||||||||||
Line of Credit Facility | |||||||||||||||
Promissory note | 621,000 | ||||||||||||||
Number of finance leases assumed | contract | 5 | ||||||||||||||
Payments on finance leases | $ 11,710 | ||||||||||||||
Term of contract (in years) | 5 years | ||||||||||||||
Finance lease | 0 | 436,411 | |||||||||||||
Wells Fargo Equipment Lease-VRM LA | Finance lease obligations | |||||||||||||||
Line of Credit Facility | |||||||||||||||
Promissory note | 30,408 | ||||||||||||||
Number of finance leases assumed | contract | 1 | ||||||||||||||
Payments on finance leases | $ 908 | ||||||||||||||
Term of contract (in years) | 3 years | ||||||||||||||
Finance lease | $ 0 | $ 1,804 | |||||||||||||
Minimum | Various institutions | Insurance premiums financed | |||||||||||||||
Line of Credit Facility | |||||||||||||||
Debt instrument, stated rate (as a percent) | 4.00% | ||||||||||||||
Maximum | Various institutions | Insurance premiums financed | |||||||||||||||
Line of Credit Facility | |||||||||||||||
Debt instrument, stated rate (as a percent) | 4.90% | ||||||||||||||
Revolving Credit Facility | Encina Business Credit SPV, LLC | One-month LIBOR | |||||||||||||||
Line of Credit Facility | |||||||||||||||
Incremental increase per event of default (in percent) | 2.00% | ||||||||||||||
Variable rate basis, basis spread (in percent) | 6.50% | ||||||||||||||
Revolving Credit Facility | Encina Business Credit SPV, LLC | Federal funds rate | |||||||||||||||
Line of Credit Facility | |||||||||||||||
Debt instrument, stated rate (as a percent) | 0.50% | ||||||||||||||
Revolving Credit Facility | Encina Business Credit SPV, LLC | Bank of America London Interbank Offered Rate (LIBOR) | |||||||||||||||
Line of Credit Facility | |||||||||||||||
Variable rate basis, basis spread (in percent) | 1.00% | ||||||||||||||
Revolving Credit Facility | Minimum | Encina Business Credit SPV, LLC | One-month LIBOR | |||||||||||||||
Line of Credit Facility | |||||||||||||||
Debt instrument, stated rate (as a percent) | 0.25% | ||||||||||||||
ABL Credit Agreement | |||||||||||||||
Line of Credit Facility | |||||||||||||||
Line of credit, minimum required availability | $ 2,000,000 | $ 1,000,000 | |||||||||||||
EBC Credit Agreement | Line of Credit | |||||||||||||||
Line of Credit Facility | |||||||||||||||
Line of credit facility, maximum borrowing capacity | $ 20,000,000 | ||||||||||||||
Line of credit outstanding as percent of plant and equipment, maximum (in percent) | 50.00% | ||||||||||||||
Line of credit, period for dividends included in calculation of interest rate tier | 12 months | ||||||||||||||
Incremental increase per event of default (in percent) | 2.00% | ||||||||||||||
Principal payments | $ 75,000 | ||||||||||||||
EBC Credit Agreement | Line of Credit | Minimum | |||||||||||||||
Line of Credit Facility | |||||||||||||||
Line of credit, average availability | 2,500,000 | ||||||||||||||
Line of credit, voluntary repayment amount | 100,000 | ||||||||||||||
EBC Credit Agreement | Line of Credit | Maximum | |||||||||||||||
Line of Credit Facility | |||||||||||||||
Line of credit, average availability | $ 2,500,000 | ||||||||||||||
EBC Credit Agreement | Line of Credit | Tier One | |||||||||||||||
Line of Credit Facility | |||||||||||||||
Debt instrument, stated rate (as a percent) | 12.00% | ||||||||||||||
EBC Credit Agreement | Line of Credit | Tier One | Minimum | |||||||||||||||
Line of Credit Facility | |||||||||||||||
Debt covenant ratio | 1 | ||||||||||||||
EBC Credit Agreement | Line of Credit | Tier Two | |||||||||||||||
Line of Credit Facility | |||||||||||||||
Debt instrument, stated rate (as a percent) | 13.00% | ||||||||||||||
EBC Credit Agreement | Line of Credit | Tier Two | Minimum | |||||||||||||||
Line of Credit Facility | |||||||||||||||
Debt covenant ratio | 1 | ||||||||||||||
EBC Credit Agreement | Line of Credit | Tier Two | Maximum | |||||||||||||||
Line of Credit Facility | |||||||||||||||
Debt covenant ratio | 1.45 | ||||||||||||||
EBC Credit Agreement | Line of Credit | Tier Three | |||||||||||||||
Line of Credit Facility | |||||||||||||||
Debt instrument, stated rate (as a percent) | 14.00% | ||||||||||||||
EBC Credit Agreement | Line of Credit | Tier Three | Minimum | |||||||||||||||
Line of Credit Facility | |||||||||||||||
Debt covenant ratio | 1.45 | ||||||||||||||
Deposit Note | Seller | |||||||||||||||
Line of Credit Facility | |||||||||||||||
Debt instrument, stated rate (as a percent) | 12.00% | ||||||||||||||
Promissory note | $ 5,000,000 | $ 10,000,000 | |||||||||||||
Deposit Note | EBC Credit Agreement | |||||||||||||||
Line of Credit Facility | |||||||||||||||
Promissory note | 10,000,000 | ||||||||||||||
Term Loan | EBC Credit Agreement | |||||||||||||||
Line of Credit Facility | |||||||||||||||
Line of credit facility, maximum borrowing capacity | $ 5,000,000 | ||||||||||||||
Required monthly installment payments | 0.0208 | ||||||||||||||
Term Loan | EBC Credit Agreement | Federal funds rate | |||||||||||||||
Line of Credit Facility | |||||||||||||||
Variable rate basis, basis spread (in percent) | 6.00% | 51.00% | |||||||||||||
Term Loan | EBC Credit Agreement | Bank of America London Interbank Offered Rate (LIBOR) | |||||||||||||||
Line of Credit Facility | |||||||||||||||
Variable rate basis, basis spread (in percent) | 6.50% | ||||||||||||||
Term Loan | EBC Credit Agreement | Prime | |||||||||||||||
Line of Credit Facility | |||||||||||||||
Variable rate basis, basis spread (in percent) | 0.50% | ||||||||||||||
Paycheck Protection Program | Unsecured Debt | |||||||||||||||
Line of Credit Facility | |||||||||||||||
Debt instrument, stated rate (as a percent) | 1.00% | ||||||||||||||
Promissory note | $ 4,220,000 | ||||||||||||||
Debt Instrument, Decrease, Forgiveness | $ 4,222,000 | ||||||||||||||
Long-term debt | $ 0 | ||||||||||||||
Contract Security Agreement | Term loan | |||||||||||||||
Line of Credit Facility | |||||||||||||||
Debt instrument, stated rate (as a percent) | 2.45% | ||||||||||||||
Promissory note | $ 152,643 | ||||||||||||||
SBA Loan | Leverage Lubricants LLC | |||||||||||||||
Line of Credit Facility | |||||||||||||||
Debt instrument, stated rate (as a percent) | 3.75% | ||||||||||||||
Promissory note | $ 58,700 |
FINANCING ARRANGEMENTS - Schedu
FINANCING ARRANGEMENTS - Schedule of Outstanding Debt Facilities (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Line of Credit Facility | ||
Principal Amounts | $ 2,829,942 | $ 13,370,890 |
Encina Business Credit, LLC | Term loan | ||
Line of Credit Facility | ||
Loan amount | 20,000,000 | |
Principal Amounts | 0 | 5,433,000 |
Encina Business Credit, LLC | CapEx Loan | ||
Line of Credit Facility | ||
Loan amount | 2,000,000 | |
Principal Amounts | 0 | 1,378,819 |
Encina Business Credit SPV, LLC | Revolving Credit Facility | ||
Line of Credit Facility | ||
Loan amount | 10,000,000 | |
Principal Amounts | 0 | 133,446 |
AVT Equipment Lease-HH | Finance lease obligations | ||
Line of Credit Facility | ||
Loan amount | 551,609 | |
Finance lease | 302,166 | 450,564 |
John Deere Note | Term loan | ||
Line of Credit Facility | ||
Loan amount | 152,643 | |
Principal Amounts | 94,005 | 131,303 |
Texas Citizens Bank | PPP Loan | ||
Line of Credit Facility | ||
Loan amount | 4,222,000 | |
Principal Amounts | 0 | 4,222,000 |
Wells Fargo Equipment Lease-VRM LA | Finance lease obligations | ||
Line of Credit Facility | ||
Loan amount | 30,408 | |
Finance lease | 0 | 1,804 |
Wells Fargo Equipment Lease-Ohio | Finance lease obligations | ||
Line of Credit Facility | ||
Loan amount | 621,000 | |
Finance lease | 0 | 436,411 |
US Small Business Administration | SBA Loan | ||
Line of Credit Facility | ||
Loan amount | 58,700 | |
Finance lease | 58,700 | 0 |
Various institutions | Insurance premiums financed | ||
Line of Credit Facility | ||
Loan amount | 5,178,117 | |
Principal Amounts | $ 2,375,071 | $ 1,183,543 |
FINANCING ARRANGEMENTS - Sche_2
FINANCING ARRANGEMENTS - Schedule of Maturities of Long-term Debt (Details) | Dec. 31, 2021USD ($) |
Maturities of Long-term Debt and Finance Lease Obligation, Net of Deferred Finance Cost | |
2022 | $ 2,715,461 |
2023 | 40,174 |
2024 | 17,911 |
2025 | 1,352 |
2026 | 1,404 |
Thereafter | 53,640 |
AVT Equipment Lease-HH | |
Maturities of Long-term Debt and Finance Lease Obligation, Net of Deferred Finance Cost | |
2022 | 302,166 |
2023 | 0 |
2024 | 0 |
2025 | 0 |
2026 | 0 |
Thereafter | 0 |
John Deere Note | |
Maturities of Long-term Debt and Finance Lease Obligation, Net of Deferred Finance Cost | |
2022 | 38,224 |
2023 | 39,173 |
2024 | 16,608 |
2025 | 0 |
2026 | 0 |
Thereafter | 0 |
US Small Business Administration | |
Maturities of Long-term Debt and Finance Lease Obligation, Net of Deferred Finance Cost | |
2022 | 0 |
2023 | 1,001 |
2024 | 1,303 |
2025 | 1,352 |
2026 | 1,404 |
Thereafter | 53,640 |
Various institutions | |
Maturities of Long-term Debt and Finance Lease Obligation, Net of Deferred Finance Cost | |
2022 | 2,375,071 |
2023 | 0 |
2024 | 0 |
2025 | 0 |
2026 | 0 |
Thereafter | $ 0 |
FINANCING ARRANGEMENTS - Indent
FINANCING ARRANGEMENTS - Indenture and Convertible Notes Narrative (Details) - Convertible Senior Notes Due 2027, 6.25% | Nov. 01, 2021USD ($)dayshares | Jan. 20, 2022USD ($) | Dec. 31, 2021USD ($) |
Senior Notes | |||
Line of Credit Facility | |||
Promissory note | $ 155,000,000 | ||
Debt instrument, stated rate (as a percent) | 6.25% | ||
Issue price, percentage | 90.00% | ||
Accrued interest on outstanding Convertible Notes | $ 1,592,466 | ||
Percentage of offer amount for escrow account to be released | 75.00% | ||
Special mandatory redemption date, term | 9 months | ||
Percentage of common stock issuable upon conversion | 19.99% | ||
Convertible, threshold consecutive trading days | day | 30 | ||
Percentage of stock price trigger | 130.00% | ||
Convertible, threshold trading days | day | 20 | ||
Senior Notes | Expected dividend rate | |||
Line of Credit Facility | |||
Convertible debt, measurement input | 0 | ||
Senior Notes | Expected Volatility | |||
Line of Credit Facility | |||
Convertible debt, measurement input | 0.80 | ||
Senior Notes | Risk Free interest rate | |||
Line of Credit Facility | |||
Convertible debt, measurement input | 0.010 | ||
Senior Notes | Expected Term | |||
Line of Credit Facility | |||
Convertible debt, measurement input | 6 | ||
Senior Notes | Debt Instrument, Redemption, Period Two | |||
Line of Credit Facility | |||
Redemption price, percentage (as a percent) | 100.00% | ||
Senior Notes | Debt Instrument, Redemption, Period Three | |||
Line of Credit Facility | |||
Redemption price, percentage (as a percent) | 100.00% | ||
Senior Notes | Subsequent Event | |||
Line of Credit Facility | |||
Promissory note | $ 155,000,000 | ||
Debt instrument, stated rate (as a percent) | 6.25% | ||
Unsecured Debt | |||
Line of Credit Facility | |||
Conversion rate | 23.36449% | ||
Unsecured Debt | Maximum | |||
Line of Credit Facility | |||
Common stock issued upon conversion of the convertible notes (in shares) | shares | 36,214,960 |
FINANCING ARRANGEMENTS - Compon
FINANCING ARRANGEMENTS - Components of Convertible Notes (Details) | 2 Months Ended | 12 Months Ended |
Dec. 31, 2021USD ($) | Dec. 31, 2021USD ($) | |
Level Three Roll-Forward | ||
Balance at beginning of period | $ 330,412 | |
Balance at end of period | $ 0 | 0 |
Derivative Financial Instruments, Liabilities | ||
Level Three Roll-Forward | ||
Balance at beginning of period | 70,868,421 | |
Change of fair value | 4,342,104 | |
Balance at end of period | 75,210,525 | 75,210,525 |
Convertible Note | ||
Debt Instrument [Line Items] | ||
Promissory note | 155,000,000 | 155,000,000 |
Original issue discount and issuance costs | (21,247,142) | (21,247,142) |
Derivative liability-conversion feature | (70,868,421) | (70,868,421) |
Accretion of debt discount | 1,131,492 | |
Net Carrying Amount | $ 64,015,929 | $ 64,015,929 |
FINANCING ARRANGEMENTS - Future
FINANCING ARRANGEMENTS - Future Interest Payments (Details) | Dec. 31, 2021USD ($) |
Debt Disclosure [Abstract] | |
2022 | $ 9,687,500 |
2023 | 9,687,500 |
2024 | 9,687,500 |
2025 | 9,687,500 |
2025 | 9,687,500 |
Thereafter | $ 7,272,260 |
INCOME TAXES -Schedule of Compo
INCOME TAXES -Schedule of Components of Income Tax Expense (Benefit) (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
Current federal tax (expense)/benefit | $ 0 | $ (69,000) | $ (69,000) |
Deferred federal tax (expense)/benefit | 0 | 69,000 | 69,000 |
Total federal tax (expense)/benefit | $ 0 | $ 0 | $ 0 |
INCOME TAXES -Narrative (Detail
INCOME TAXES -Narrative (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Operating Loss Carryforwards | ||
Statutory rate | 21.00% | |
Valuation allowance | $ 20,927,000 | $ 14,357,000 |
Federal | ||
Operating Loss Carryforwards | ||
NOL carry-forward | 88,600,000 | |
Tax Year 2016 | Federal | ||
Operating Loss Carryforwards | ||
NOL carry-forward | $ 30,500,000 |
INCOME TAXES -Schedule of Effec
INCOME TAXES -Schedule of Effective Income Tax Rate Reconciliation (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
Statutory tax on book income | $ (3,856,000) | $ (2,393,000) | $ (1,152,000) |
Permanent differences | (574,000) | 7,000 | 139,000 |
Change in derivative liability | 2,382,000 | (344,000) | 102,000 |
Tensile transaction gain | 0 | 1,745,000 | 210,000 |
Change in valuation allowance | 6,570,000 | 904,000 | 1,344,000 |
PPP Loan Forgiveness | (887,000) | 0 | 0 |
Non-Controlling Interest | (2,247,000) | 0 | 0 |
State Income Tax Expense | (1,388,000) | 0 | |
Prior year return true up | 0 | 81,000 | (643,000) |
Income tax expense (benefit) | $ 0 | $ 0 | $ 0 |
INCOME TAXES -Schedule of Defer
INCOME TAXES -Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets: | ||
State net operating loss carry forwards | $ 1,206,000 | $ 0 |
Accrued bonus and stock-based compensation | 339,000 | 403,000 |
Basis of intangible assets | 1,611,000 | 1,406,000 |
Bad debt reserve | 329,000 | 120,000 |
Contribution carryover | 60,000 | 41,000 |
Acquisition costs | 884,000 | 0 |
Derivative liability - convertible note | 18,884,000 | 0 |
Interest expense carryforward | 926,000 | 0 |
Net operating loss carry forwards | 18,609,000 | 15,168,000 |
Less valuation allowance | (20,927,000) | (14,357,000) |
Total deferred tax assets | 21,921,000 | 2,781,000 |
Deferred tax liabilities: | ||
Basis of fixed assets | (2,772,000) | (2,163,000) |
Discount on convertible note | (17,576,000) | 0 |
Partnership income | (1,573,000) | (618,000) |
Total deferred tax liabilities | (21,921,000) | (2,781,000) |
Net deferred tax assets | $ 0 | $ 0 |
STOCK BASED COMPENSATION - Narr
STOCK BASED COMPENSATION - Narrative (Details) | May 14, 2021USD ($)employeeanniversary$ / sharesshares | Jun. 19, 2020USD ($)employeeanniversary$ / sharesshares | Oct. 29, 2019USD ($)anniversary$ / sharesshares | Oct. 09, 2019USD ($)anniversaryemployee$ / sharesshares | May 20, 2019USD ($)employeeanniversary$ / sharesshares | Dec. 31, 2021USD ($)$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2019USD ($)$ / sharesshares |
Share-based Compensation Arrangement by Share-based Payment Award | ||||||||
Share based compensation expense | $ | $ 862,564 | $ 656,111 | $ 642,840 | |||||
Options granted (in shares) | shares | 1,321,240 | 686,038 | 1,150,000 | |||||
Options granted - weighted average exercise price (in dollars per share) | $ / shares | $ 1.93 | $ 0.81 | $ 1.40 | |||||
Options granted - grant date fair value | $ | $ 2,066,590 | $ 355,404 | $ 1,148,662 | |||||
Total unrecognized compensation cost | $ | $ 2,346,598 | |||||||
Cost not recognized, weighted average period | 2 years | |||||||
2019 Equity Incentive Plan | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||||||
Number of anniversaries | anniversary | 4 | 4 | 4 | |||||
Options granted - grant date fair value | $ | $ 2,066,590 | $ 355,404 | $ 93,471 | |||||
Amortization rate | $ | $ 18,223 | $ 7,404 | $ 1,947 | |||||
2013 Stock Incentive Plan | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||||||
Number of anniversaries | anniversary | 4 | 4 | ||||||
Options granted - grant date fair value | $ | $ 65,293 | $ 989,898 | ||||||
Amortization rate | $ | $ 1,360 | $ 20,623 | ||||||
Stock option | 2019 Equity Incentive Plan | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||||||
Annual vesting percentage | 25.00% | 25.00% | 25.00% | |||||
Stock option | 2019 Equity Incentive Plan | Employee | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||||||
Number of employees granted options | employee | 21 | 3 | ||||||
Options granted (in shares) | shares | 924,720 | 416,885 | 125,000 | |||||
Options granted - weighted average exercise price (in dollars per share) | $ / shares | $ 1.92 | $ 0.78 | $ 1 | |||||
Term of stock option (in year) | 10 years | 10 years | 5 years | |||||
Stock option | 2019 Equity Incentive Plan | Chief Executive Officer | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||||||
Number of employees granted options | employee | 1 | 1 | ||||||
Options granted (in shares) | shares | 96,520 | 269,153 | ||||||
Options granted - weighted average exercise price (in dollars per share) | $ / shares | $ 2.12 | $ 0.86 | ||||||
Term of stock option (in year) | 5 years | 5 years | ||||||
Stock option | 2019 Equity Incentive Plan | Board Member | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||||||
Number of employees granted options | employee | 5 | |||||||
Options granted (in shares) | shares | 300,000 | |||||||
Options granted - weighted average exercise price (in dollars per share) | $ / shares | $ 1.92 | |||||||
Term of stock option (in year) | 10 years | |||||||
Stock option | 2013 Stock Incentive Plan | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||||||
Annual vesting percentage | 25.00% | 25.00% | ||||||
Stock option | 2013 Stock Incentive Plan | Employee | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||||||
Number of employees granted options | employee | 1 | 12 | ||||||
Options granted (in shares) | shares | 75,000 | 487,000 | ||||||
Options granted - weighted average exercise price (in dollars per share) | $ / shares | $ 1.13 | $ 1.45 | ||||||
Term of stock option (in year) | 5 years | 10 years | ||||||
Stock option | 2013 Stock Incentive Plan | Chief Executive Officer | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||||||
Number of employees granted options | employee | 1 | |||||||
Options granted (in shares) | shares | 163,000 | |||||||
Options granted - weighted average exercise price (in dollars per share) | $ / shares | $ 1.60 | |||||||
Term of stock option (in year) | 5 years | |||||||
Stock option | 2013 Stock Incentive Plan | Board Member | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||||||
Number of employees granted options | employee | 5 | |||||||
Options granted (in shares) | shares | 300,000 | |||||||
Options granted - weighted average exercise price (in dollars per share) | $ / shares | $ 1.45 | |||||||
Term of stock option (in year) | 10 years |
STOCK BASED COMPENSATION - Sche
STOCK BASED COMPENSATION - Schedule of Stock Option Activity (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Shares | ||||
Outstanding, beginning (in shares) | 5,104,288 | 4,418,250 | 3,460,750 | |
Options granted (in shares) | 1,321,240 | 686,038 | 1,150,000 | |
Options exercised (in shares) | (2,041,610) | 0 | (112,500) | |
Options cancelled/forfeited/expired (in shares) | (188,750) | 0 | (80,000) | |
Outstanding, ending (in shares) | 4,195,168 | 5,104,288 | 4,418,250 | 3,460,750 |
Vested (in shares) | 1,716,400 | 3,096,000 | 2,383,625 | |
Exercisable (in shares) | 1,716,400 | 3,096,000 | 2,383,625 | |
Weighted Average Exercise Price | ||||
Outstanding, beginning - weighted average exercise price (in dollars per share) | $ 1.80 | $ 1.95 | $ 2.05 | |
Options granted - weighted average exercise price (in dollars per share) | 1.93 | 0.81 | 1.40 | |
Options exercised - weighted average exercise price (in dollars per share) | 1.50 | 0 | 0.46 | |
Options cancelled/forfeited/expired - weighted average exercise price (in dollars per share) | 1.40 | 0 | 0.46 | |
Outstanding, ending - weighted average exercise price (in dollars per share) | 1.73 | 1.80 | 1.95 | $ 2.05 |
Vested - weighted average exercise price (in dollars per share) | 1.98 | 2.14 | 2.50 | |
Exercisable - weighted average exercise price (in dollars per share) | $ 1.98 | $ 2.14 | $ 3 | |
Weighted Average Remaining Contractual Life (in Years) | ||||
Outstanding - weighted average remaining contractual life | 6 years 4 months 13 days | 5 years 6 months 18 days | 6 years 3 months | 3 years 6 months |
Options granted - weighted average remaining contractual life | 9 years | 7 years 6 months 3 days | 8 years 9 months 3 days | |
Vested - weighted average remaining contractual life | 3 years 11 months 8 days | 4 years 5 months 15 days | 4 years 10 months 2 days | |
Exercisable - weighted average remaining contractual life | 3 years 11 months 8 days | 4 years 5 months 15 days | 4 years 10 months 2 days | |
Grant Date Fair Value | ||||
Outstanding, beginning - grant date fair value | $ 4,902,775 | $ 4,547,371 | $ 3,469,298 | |
Options granted - grant date fair value | 2,066,590 | 355,404 | 1,148,662 | |
Options exercised - grant date fair value | (2,140,138) | 0 | (41,789) | |
Options cancelled/forfeited/expired - grant date fair value | (147,478) | 0 | (28,800) | |
Outstanding, ending - grant date fair value | 4,681,749 | 4,902,775 | 4,547,371 | $ 3,469,298 |
Vested - grant date fair value | 1,707,422 | 3,110,775 | 2,625,779 | |
Exercisable - grant date fair value | $ 1,707,422 | $ 3,110,775 | $ 2,625,779 |
STOCK BASED COMPENSATION - Sc_2
STOCK BASED COMPENSATION - Schedule of Stock Warrant Activity (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Warrants | ||||
Outstanding, beginning (in shares) | 1,500,000 | 1,500,000 | 219,868 | |
Warrants granted (in shares) | 0 | 0 | 1,500,000 | |
Warrants exercised (in shares) | 0 | 0 | 0 | |
Warrants cancelled/forfeited/expired (in shares) | 0 | 0 | (219,868) | |
Outstanding, ending (in shares) | 1,500,000 | 1,500,000 | 1,500,000 | 219,868 |
Vested (in shares) | 0 | 0 | 0 | |
Exercisable (in shares) | 0 | 0 | 0 | |
Weighted Average Exercise Price | ||||
Outstanding, beginning - weighted average exercise price (in dollars per share) | $ 2.25 | $ 3.01 | $ 3.01 | |
Warrants granted - weighted average exercise price (in dollars per share) | 0 | 0 | 2.25 | |
Warrants exercised - weighted average exercise price (in dollars per share) | 0 | 0 | 0 | |
Warrants cancelled/forfeited/expired - weighted average exercise price (in dollars per share) | 0 | 0 | 3.01 | |
Outstanding, ending - weighted average exercise price (in dollars per share) | 2.25 | 2.25 | 3.01 | $ 3.01 |
Vested - weighted average exercise price (in dollars per share) | 0 | 0 | 0 | |
Exercisable - weighted average exercise price (in dollars per share) | $ 0 | $ 0 | $ 0 | |
Weighted Average Remaining Contractual Life (in Years) | ||||
Outstanding - weighted average remaining contractual life | 7 years 8 months 12 days | 8 years 8 months 12 days | 11 months 4 days | 11 months 4 days |
Granted - weighted average remaining contractual life | 0 years | 9 years 8 months 12 days | ||
Vested - weighted average remaining contractual life | 0 years | 0 years | 0 years | |
Exercisable - weighted average remaining contractual life | 0 years | 0 years | 0 years | |
Grant Date Fair Value | ||||
Outstanding, beginning - grant date fair value | $ 1,496,372 | $ 1,496,372 | $ 140,249 | |
Warrants granted - grant date fair value | 0 | 0 | 1,496,372 | |
Warrants exercised - grant date fair value | 0 | 0 | 0 | |
Warrants cancelled/forfeited/expired - grant date fair value | 0 | 0 | (140,249) | |
Outstanding, ending - grant date fair value | 1,496,372 | 1,496,372 | 1,496,372 | $ 140,249 |
Vested - grant date fair value | 0 | 0 | 0 | |
Exercisable - grant date fair value | $ 0 | $ 0 | $ 0 |
EARNINGS PER SHARE - Narrative
EARNINGS PER SHARE - Narrative (Details) - shares | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Convertible Note | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share | |||
Maximum issuable upon conversion (in shares) | 36,214,960 | ||
Conversion rate | 23.36449% | ||
Stock option | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share | |||
Potentially anti-dilutive shares (shares) | 4,195,168 | 5,104,288 | 4,418,250 |
Stock option | Series B Preferred Stock | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share | |||
Potentially anti-dilutive shares (shares) | 0 | 4,102,690 | 3,826,055 |
Stock option | Series B1 Preferred Stock | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share | |||
Potentially anti-dilutive shares (shares) | 0 | 7,399,649 | 9,028,085 |
Stock option | Series A Preferred | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share | |||
Potentially anti-dilutive shares (shares) | 385,601 | 419,859 | 419,859 |
Warrant | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share | |||
Potentially anti-dilutive shares (shares) | 0 | 4,600,921 | 8,633,188 |
COMMON STOCK (Details)
COMMON STOCK (Details) | 12 Months Ended | ||
Dec. 31, 2021segment$ / sharesshares | Dec. 31, 2020$ / sharesshares | Dec. 31, 2019shares | |
Conversion of Stock | |||
Common stock, shares authorized (in shares) | 750,000,000 | 750,000,000 | |
Common stock, par value (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | |
Common stock, shares issued (in shares) | 63,287,965 | 45,554,841 | |
Common stock, shares outstanding (in shares) | 63,287,965 | 45,554,841 | |
Number of votes per share of common stock | segment | 1 | ||
Exercise of options to common (in shares) | 2,041,610 | 0 | 112,500 |
Exercise of warrants to common (in shares) | 3,092,912 | ||
Common Stock | |||
Conversion of Stock | |||
New shares as a result of stock conversion (in shares) | 12,840,622 | 2,159,278 | 1,642,317 |
Exercise of options to common (in shares) | 1,799,590 | 12,500 | |
Paid-in-kind dividends, common stock | 65,925 | ||
Nickco Recycling, LLC | Common Stock | |||
Conversion of Stock | |||
New shares as a result of stock conversion (in shares) | 1,500,000 |
PREFERRED STOCK AND TEMPORARY_3
PREFERRED STOCK AND TEMPORARY EQUITY - Narrative (Details) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Class of Stock | |||
Preferred stock, shares authorized (in shares) | 50,000,000 | ||
Preferred stock, par value (in dollars per share) | $ 0.001 | ||
Preferred stock, shares issued (in shares) | 0 | ||
Preferred stock, shares outstanding (in shares) | 0 | 0 | |
Series A Preferred | |||
Class of 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 | |
Series B Preferred Stock | |||
Class of Stock | |||
Preferred stock, shares authorized (in shares) | 10,000,000 | ||
Preferred stock, shares issued (in shares) | 0 | 4,102,690 | |
Preferred stock, shares outstanding (in shares) | 0 | 4,102,690 | |
Series B1 Preferred Stock | |||
Class of Stock | |||
Preferred stock, shares authorized (in shares) | 17,000,000 | ||
Preferred stock, shares issued (in shares) | 0 | 7,399,649 | |
Preferred stock, shares outstanding (in shares) | 0 | 7,399,649 | |
Series C Preferred | |||
Class of 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 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
PREFERRED STOCK AND TEMPORARY_4
PREFERRED STOCK AND TEMPORARY EQUITY - Series A Preferred Narrative (Details) $ / shares in Units, $ in Millions | 12 Months Ended |
Dec. 31, 2021USD ($)$ / sharesshares | |
Class of Stock | |
Amount each share of preferred stock is entitled to receive prior to similar liquidation payments (in dollars per share) | $ 1.49 |
Conversion conditions, minimum gross public offering amount | $ | $ 10 |
Conversion conditions, minimum proceeds to shareholders if the Company is sold (in dollars per share) | $ 10 |
Number of common shares issued for each convertible preferred share (in shares) | shares | 1 |
Minimum | |
Class of Stock | |
Conversion conditions, average common share market price (in dollars per share) | $ 15 |
Conversion terms, threshold consecutive trading days | 20 days |
Conversion conditions, average daily trading volume (in shares) | shares | 7,500 |
Conversion conditions, price per share if Company consummates an underwritten public offering (in dollars per share) | $ 10 |
PREFERRED STOCK AND TEMPORARY_5
PREFERRED STOCK AND TEMPORARY EQUITY - Series B Preferred Stock and Temporary Equity Narrative (Details) | May 31, 2016USD ($)$ / shares | Dec. 31, 2021USD ($)day$ / shares | Dec. 31, 2020USD ($) | Jun. 24, 2020$ / shares | Dec. 31, 2019USD ($) | Jun. 24, 2017$ / shares | Jun. 24, 2015USD ($) |
Class of Stock | |||||||
Liquidation preference per share (in dollars per share) | $ 1.56 | ||||||
Redemption price per share (in dollars per share) | $ 1.72 | ||||||
Beneficial conversion feature | $ | $ 5,737,796 | ||||||
Derivative liability | $ | $ 75,210,525 | $ 330,412 | |||||
Dividends on Series B and B-1 Preferred Stock | $ | $ (258,138) | 1,903,057 | $ 1,627,956 | ||||
Series B Preferred Stock | |||||||
Class of Stock | |||||||
Preferred stock, dividend rate | 6.00% | ||||||
Preferred stock, dividends in arrears (in dollars per share) | $ 3.10 | ||||||
Accrued dividend, volume weighted average price percentage | 90.00% | ||||||
Trading days | day | 10 | ||||||
Minimum dividend payment price (in dollars per share) | $ 2.91 | ||||||
Dividends payable, paid-in-kind (in dollars per share) | 3.10 | ||||||
Liquidation preference per share (in dollars per share) | 3.10 | ||||||
Redemption price per share (in dollars per share) | $ 3.10 | ||||||
Convertible preferred stock, conversion ratio | 1 | ||||||
Conversion terms, closing price (in dollars per share) | $ 6.20 | ||||||
Conversion terms, threshold consecutive trading days | 20 days | ||||||
Allocated value of warrants | $ | $ 7,028,067 | ||||||
Dividends on Series B and B-1 Preferred Stock | $ | $ 0 | 317,970 | |||||
Series B1 Preferred Stock | |||||||
Class of Stock | |||||||
Preferred stock, dividend rate | 6.00% | ||||||
Preferred stock, dividends in arrears (in dollars per share) | $ 1.56 | ||||||
Accrued dividend, volume weighted average price percentage | 90.00% | ||||||
Trading days | day | 10 | ||||||
Minimum dividend payment price (in dollars per share) | 1.52 | ||||||
Dividends payable, paid-in-kind (in dollars per share) | $ 1.56 | ||||||
Redemption price per share (in dollars per share) | $ 1.56 | ||||||
Convertible preferred stock, conversion ratio | 1 | ||||||
Conversion terms, closing price (in dollars per share) | $ 3.90 | ||||||
Conversion terms, threshold consecutive trading days | 20 days | ||||||
Conversion terms, beneficial ownership limitation (as a percent) | 4.999% | ||||||
Beneficial conversion feature | $ | $ 2,371,106 | ||||||
Dividends on Series B and B-1 Preferred Stock | $ | $ 0 | $ 288,580 | |||||
Liability | Series B1 Preferred Stock | |||||||
Class of Stock | |||||||
Expected term (years) | 1 year | ||||||
Liability | Expected dividend rate | |||||||
Class of Stock | |||||||
Warrant measurement input | 0 | ||||||
Liability | Risk Free interest rate | Series B Preferred Stock | |||||||
Class of Stock | |||||||
Warrant measurement input | 0.0010 | ||||||
Minimum | Liability | Expected volatility rate | Series B Preferred Stock | |||||||
Class of Stock | |||||||
Warrant measurement input | 0.65 | ||||||
Minimum | Liability | Expected volatility rate | Series B1 Preferred Stock | |||||||
Class of Stock | |||||||
Warrant measurement input | 0.65 | ||||||
Maximum | Series B Preferred Stock | |||||||
Class of Stock | |||||||
Conversion terms, beneficial ownership limitation (as a percent) | 9.999% | ||||||
Maximum | Series B1 Preferred Stock | |||||||
Class of Stock | |||||||
Conversion terms, beneficial ownership limitation (as a percent) | 9.999% | ||||||
Maximum | Liability | Expected volatility rate | Series B Preferred Stock | |||||||
Class of Stock | |||||||
Warrant measurement input | 1 | ||||||
Maximum | Liability | Expected volatility rate | Series B1 Preferred Stock | |||||||
Class of Stock | |||||||
Warrant measurement input | 1 | ||||||
Warrant | Series B1 Preferred Stock | |||||||
Class of Stock | |||||||
Derivative liability | $ | $ 2,867,264 |
PREFERRED STOCK AND TEMPORARY_6
PREFERRED STOCK AND TEMPORARY EQUITY - Summary of Temporary Equity (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award | |||
Balance at beginning of period | $ 55,366,186 | ||
Plus: discount accretion | 507,282 | $ 1,687,850 | $ 2,489,722 |
Balance at end of period | 43,446,684 | 55,366,186 | |
Series B Preferred Stock | |||
Share-based Compensation Arrangement by Share-based Payment Award | |||
Balance at beginning of period | 12,718,339 | 11,006,406 | 8,900,208 |
Less: conversions of shares to common | (8,446,837) | 0 | 0 |
Less: exchanges of shares to common | (4,747,250) | 0 | 0 |
Plus: discount accretion | 0 | 854,364 | 1,420,391 |
Plus: dividends in kind | 475,748 | 857,569 | 685,807 |
Balance at end of period | 0 | 12,718,339 | 11,006,406 |
Series B1 Preferred Stock | |||
Share-based Compensation Arrangement by Share-based Payment Award | |||
Balance at beginning of period | 11,036,173 | 12,743,047 | 13,279,755 |
Less: conversions of shares to common | (12,046,441) | (3,368,474) | (2,562,015) |
Plus: discount accretion | 507,282 | 833,486 | 1,069,331 |
Plus: dividends in kind | 502,986 | 828,114 | 955,976 |
Balance at end of period | $ 0 | $ 11,036,173 | $ 12,743,047 |
PREFERRED STOCK AND TEMPORARY_7
PREFERRED STOCK AND TEMPORARY EQUITY - Series B1 Preferred Stock and Temporary Equity Narrative (Details) | May 31, 2016USD ($)$ / shares | Dec. 31, 2021USD ($)$ / shares | Dec. 31, 2020USD ($) | Jun. 24, 2020$ / shares | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Jun. 24, 2017$ / shares | Jun. 24, 2015USD ($) |
Class of Stock | ||||||||
Liquidation preference per share (in dollars per share) | $ 1.56 | |||||||
Redemption price per share (in dollars per share) | $ 1.72 | |||||||
Derivative liability | $ | $ 75,210,525 | $ 330,412 | ||||||
Series B and B1 preferred shares | $ | 43,446,684 | 55,366,186 | ||||||
Beneficial conversion feature | $ | $ 5,737,796 | |||||||
Dividends on Series B and B-1 Preferred Stock | $ | $ (258,138) | 1,903,057 | $ 1,627,956 | |||||
Liability | Expected dividend rate | ||||||||
Class of Stock | ||||||||
Warrant measurement input | 0 | |||||||
Series B1 Preferred Stock | ||||||||
Class of Stock | ||||||||
Preferred stock, dividend rate | 6.00% | |||||||
Preferred stock, dividends in arrears (in dollars per share) | $ 1.56 | |||||||
Accrued dividend, volume weighted average price percentage | 90.00% | |||||||
Minimum dividend payment price (in dollars per share) | 1.52 | |||||||
Dividends payable, paid-in-kind (in dollars per share) | 1.56 | |||||||
Convertible Preferred Stock, Conversion Terms, Threshold Closing Price | $ 1.56 | |||||||
Convertible preferred stock, conversion ratio | 1 | |||||||
Conversion terms, closing price (in dollars per share) | $ 3.90 | |||||||
Conversion terms, threshold consecutive trading days | 20 days | |||||||
Redemption price per share (in dollars per share) | $ 1.56 | |||||||
Conversion terms, beneficial ownership limitation (as a percent) | 4.999% | |||||||
Series B and B1 preferred shares | $ | $ 0 | 11,036,173 | 12,743,047 | $ 13,279,755 | ||||
Beneficial conversion feature | $ | $ 2,371,106 | |||||||
Dividends on Series B and B-1 Preferred Stock | $ | $ 0 | 288,580 | ||||||
Series B1 Preferred Stock | Liability | ||||||||
Class of Stock | ||||||||
Expected term (years) | 1 year | |||||||
Value of warrant fully exercised or expired | $ | $ 0 | |||||||
Series B Preferred Stock | ||||||||
Class of Stock | ||||||||
Preferred stock, dividend rate | 6.00% | |||||||
Preferred stock, dividends in arrears (in dollars per share) | $ 3.10 | |||||||
Accrued dividend, volume weighted average price percentage | 90.00% | |||||||
Minimum dividend payment price (in dollars per share) | $ 2.91 | |||||||
Dividends payable, paid-in-kind (in dollars per share) | 3.10 | |||||||
Liquidation preference per share (in dollars per share) | $ 3.10 | |||||||
Convertible preferred stock, conversion ratio | 1 | |||||||
Conversion terms, closing price (in dollars per share) | $ 6.20 | |||||||
Conversion terms, threshold consecutive trading days | 20 days | |||||||
Redemption price per share (in dollars per share) | $ 3.10 | |||||||
Series B and B1 preferred shares | $ | $ 0 | 12,718,339 | $ 11,006,406 | $ 8,900,208 | ||||
Dividends on Series B and B-1 Preferred Stock | $ | $ 0 | $ 317,970 | ||||||
Series B Preferred Stock | Liability | Risk Free interest rate | ||||||||
Class of Stock | ||||||||
Warrant measurement input | 0.0010 | |||||||
Maximum | Series B1 Preferred Stock | ||||||||
Class of Stock | ||||||||
Conversion terms, beneficial ownership limitation (as a percent) | 9.999% | |||||||
Maximum | Series B1 Preferred Stock | Liability | Expected volatility rate | ||||||||
Class of Stock | ||||||||
Warrant measurement input | 1 | |||||||
Maximum | Series B Preferred Stock | ||||||||
Class of Stock | ||||||||
Conversion terms, beneficial ownership limitation (as a percent) | 9.999% | |||||||
Maximum | Series B Preferred Stock | Liability | Expected volatility rate | ||||||||
Class of Stock | ||||||||
Warrant measurement input | 1 | |||||||
Minimum | Series B1 Preferred Stock | Liability | Expected volatility rate | ||||||||
Class of Stock | ||||||||
Warrant measurement input | 0.65 | |||||||
Minimum | Series B Preferred Stock | Liability | Expected volatility rate | ||||||||
Class of Stock | ||||||||
Warrant measurement input | 0.65 | |||||||
Warrant | Series B1 Preferred Stock | ||||||||
Class of Stock | ||||||||
Derivative liability | $ | $ 2,867,264 |
PREFERRED STOCK AND TEMPORARY_8
PREFERRED STOCK AND TEMPORARY EQUITY - Schedule of Liabilities with Unobservable Inputs (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Level Three Roll-Forward | ||
Balance at beginning of period | $ 330,412 | $ 1,969,216 |
Value of warrants exercised | (11,673,663) | 0 |
Change in fair value of warrants | 11,343,251 | (1,638,804) |
Balance at end of period | $ 0 | $ 330,412 |
COMMODITY DERIVATIVE INSTRUME_3
COMMODITY DERIVATIVE INSTRUMENTS - Schedule of Derivative Instruments (Details) | 12 Months Ended | |
Dec. 31, 2021USD ($)$ / bblbbl | Dec. 31, 2020USD ($)$ / bblbbl | |
Derivative | ||
Fair Value | $ 95,980 | $ (94,214) |
Option | ||
Derivative | ||
Weighted average trade price (in usd per barrel) | $ / bbl | 3.18 | |
Remaining Volume (Barrels) | bbl | 18,000 | |
Fair Value | $ 136,440 | |
Futures | ||
Derivative | ||
Weighted average trade price (in usd per barrel) | $ / bbl | 31.59 | 62.33 |
Remaining Volume (Barrels) | bbl | 20,000 | 55,000 |
Fair Value | $ 71,000 | $ (94,214) |
Futures | ||
Derivative | ||
Weighted average trade price (in usd per barrel) | $ / bbl | 32.48 | |
Remaining Volume (Barrels) | bbl | 50,000 | |
Fair Value | $ (111,460) |
COMMODITY DERIVATIVE INSTRUME_4
COMMODITY DERIVATIVE INSTRUMENTS - Fair Value of Derivative Instruments within Balance Sheet (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Derivative | |||
Derivative commodity asset (liability) | $ 95,980 | $ (94,214) | |
Gain (loss) on commodity derivative contracts | (2,257,592) | 3,476,593 | $ (2,458,359) |
Crude oil options | |||
Derivative | |||
Derivative commodity asset (liability) | 136,440 | 0 | |
Crude oil futures | |||
Derivative | |||
Derivative commodity asset (liability) | $ (40,460) | $ (94,214) |
JOINT VENTURES (Details)
JOINT VENTURES (Details) - USD ($) | 12 Months Ended | ||||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | May 01, 2021 | May 25, 2016 | |
Vertex Recovery Management, LLC | |||||
Schedule of Equity Method Investments | |||||
Ownership percentage in joint venture (percent) | 51.00% | ||||
Operating income from VRMLA | $ 1,919,410 | $ 1,103,071 | $ 765,931 | ||
Leverage Lubricants LLC | |||||
Schedule of Equity Method Investments | |||||
Ownership percentage in joint venture (percent) | 51.00% | ||||
Income from VRMLA included in consolidated income (percent) | 100.00% | ||||
Operating income from VRMLA | 164,461 | ||||
Industrial Pipe's portion of VRMLA's operating income (percent) | 49.00% | ||||
Industrial Pipe's portion of VRMLA's operating income | 80,586 | ||||
Industrial Pipe, Inc. | |||||
Schedule of Equity Method Investments | |||||
Industrial Pipe's portion of VRMLA's operating income | $ 940,511 | $ 540,505 | $ 375,306 | ||
Vertex Recovery Management LA, LLC | Industrial Pipe, Inc. | |||||
Schedule of Equity Method Investments | |||||
Ownership interest in VRMLA by Industrial Pipe, Inc. (in percent) | 49.00% |
SEGMENT REPORTING (Details)
SEGMENT REPORTING (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Segment Reporting Information | |||
Revenues | $ 115,781,375 | $ 47,019,043 | $ 18,357,575 |
Cost of revenues (exclusive of depreciation and amortization shown separately below) | 110,720,368 | 45,520,114 | 16,952,135 |
Depreciation and amortization attributable to costs of revenues | 486,428 | 458,155 | 461,110 |
Gross profit | 4,574,579 | 1,040,774 | 944,330 |
Selling, general and administrative expenses | 17,732,690 | 8,117,429 | 6,657,178 |
Loss on assets impairment | 2,123,703 | 0 | 0 |
Depreciation and amortization attributable to operating expenses | 107,664 | 71,776 | 0 |
Income (loss) from operations | (15,389,478) | (7,148,431) | (5,712,848) |
Total assets | 266,060,119 | 122,099,958 | |
Continuing Operations | |||
Segment Reporting Information | |||
Total assets | 181,943,966 | 39,757,628 | 29,797,557 |
Base oil | |||
Segment Reporting Information | |||
Revenues | 0 | 0 | 0 |
Pygas | |||
Segment Reporting Information | |||
Revenues | 13,438,244 | 6,627,128 | 10,873,699 |
Industrial fuel | |||
Segment Reporting Information | |||
Revenues | 1,600,839 | 234,792 | 2,029,371 |
Distillates | |||
Segment Reporting Information | |||
Revenues | 78,190,691 | 28,942,465 | 54,697 |
Oil collection services | |||
Segment Reporting Information | |||
Revenues | 680,910 | 4,735 | 0 |
Metals | |||
Segment Reporting Information | |||
Revenues | 21,008,600 | 11,261,607 | 5,324,453 |
Other re-refinery products | |||
Segment Reporting Information | |||
Revenues | 862,091 | (51,684) | 75,355 |
VGO/Marine fuel sales | |||
Segment Reporting Information | |||
Revenues | 0 | 0 | 0 |
Black Oil | |||
Segment Reporting Information | |||
Revenues | 677,487 | 4,735 | 0 |
Cost of revenues (exclusive of depreciation and amortization shown separately below) | 1,901,774 | 807,863 | 669,904 |
Depreciation and amortization attributable to costs of revenues | 75,402 | 17,239 | 0 |
Gross profit | (1,299,689) | (820,367) | (669,904) |
Selling, general and administrative expenses | 13,632,330 | 5,036,054 | 4,268,707 |
Loss on assets impairment | 2,123,703 | ||
Depreciation and amortization attributable to operating expenses | 107,664 | 71,776 | 0 |
Income (loss) from operations | (17,163,386) | (5,928,197) | (4,938,611) |
Black Oil | Continuing Operations | |||
Segment Reporting Information | |||
Total assets | 171,493,256 | 32,691,626 | 25,743,559 |
Black Oil | Base oil | |||
Segment Reporting Information | |||
Revenues | 0 | 0 | 0 |
Black Oil | Pygas | |||
Segment Reporting Information | |||
Revenues | 0 | 0 | 0 |
Black Oil | Industrial fuel | |||
Segment Reporting Information | |||
Revenues | 0 | 0 | 0 |
Black Oil | Distillates | |||
Segment Reporting Information | |||
Revenues | 0 | 0 | 0 |
Black Oil | Oil collection services | |||
Segment Reporting Information | |||
Revenues | 677,487 | 4,735 | 0 |
Black Oil | Metals | |||
Segment Reporting Information | |||
Revenues | 0 | 0 | 0 |
Black Oil | Other re-refinery products | |||
Segment Reporting Information | |||
Revenues | 0 | 0 | 0 |
Black Oil | VGO/Marine fuel sales | |||
Segment Reporting Information | |||
Revenues | 0 | 0 | 0 |
Refining and Marketing | |||
Segment Reporting Information | |||
Revenues | 93,229,774 | 35,804,385 | 12,957,767 |
Cost of revenues (exclusive of depreciation and amortization shown separately below) | 89,570,129 | 35,207,189 | 10,651,069 |
Depreciation and amortization attributable to costs of revenues | 127,501 | 140,217 | 131,210 |
Gross profit | 3,532,144 | 456,979 | 2,175,488 |
Selling, general and administrative expenses | 3,277,265 | 2,528,987 | 1,901,746 |
Loss on assets impairment | 0 | ||
Depreciation and amortization attributable to operating expenses | 0 | 0 | 0 |
Income (loss) from operations | 254,879 | (2,072,008) | 273,742 |
Refining and Marketing | Continuing Operations | |||
Segment Reporting Information | |||
Total assets | 5,639,420 | 3,545,843 | 1,101,470 |
Refining and Marketing | Base oil | |||
Segment Reporting Information | |||
Revenues | 0 | 0 | 0 |
Refining and Marketing | Pygas | |||
Segment Reporting Information | |||
Revenues | 13,438,244 | 6,627,128 | 10,873,699 |
Refining and Marketing | Industrial fuel | |||
Segment Reporting Information | |||
Revenues | 1,600,839 | 234,792 | 2,029,371 |
Refining and Marketing | Distillates | |||
Segment Reporting Information | |||
Revenues | 78,190,691 | 28,942,465 | 54,697 |
Refining and Marketing | Oil collection services | |||
Segment Reporting Information | |||
Revenues | 0 | 0 | 0 |
Refining and Marketing | Metals | |||
Segment Reporting Information | |||
Revenues | 0 | 0 | 0 |
Refining and Marketing | Other re-refinery products | |||
Segment Reporting Information | |||
Revenues | 0 | 0 | 0 |
Refining and Marketing | VGO/Marine fuel sales | |||
Segment Reporting Information | |||
Revenues | 0 | 0 | 0 |
Recovery | |||
Segment Reporting Information | |||
Revenues | 21,874,114 | 11,209,923 | 5,399,808 |
Cost of revenues (exclusive of depreciation and amortization shown separately below) | 19,248,465 | 9,505,062 | 5,631,162 |
Depreciation and amortization attributable to costs of revenues | 283,525 | 300,699 | 329,900 |
Gross profit | 2,342,124 | 1,404,162 | (561,254) |
Selling, general and administrative expenses | 823,095 | 552,388 | 486,725 |
Loss on assets impairment | 0 | ||
Depreciation and amortization attributable to operating expenses | 0 | 0 | 0 |
Income (loss) from operations | 1,519,029 | 851,774 | (1,047,979) |
Recovery | Continuing Operations | |||
Segment Reporting Information | |||
Total assets | 4,811,290 | 3,520,159 | 2,952,528 |
Recovery | Base oil | |||
Segment Reporting Information | |||
Revenues | 0 | 0 | 0 |
Recovery | Pygas | |||
Segment Reporting Information | |||
Revenues | 0 | 0 | 0 |
Recovery | Industrial fuel | |||
Segment Reporting Information | |||
Revenues | 0 | 0 | 0 |
Recovery | Distillates | |||
Segment Reporting Information | |||
Revenues | 0 | 0 | 0 |
Recovery | Oil collection services | |||
Segment Reporting Information | |||
Revenues | 3,423 | 0 | 0 |
Recovery | Metals | |||
Segment Reporting Information | |||
Revenues | 21,008,600 | 11,261,607 | 5,324,453 |
Recovery | Other re-refinery products | |||
Segment Reporting Information | |||
Revenues | 862,091 | (51,684) | 75,355 |
Recovery | VGO/Marine fuel sales | |||
Segment Reporting Information | |||
Revenues | $ 0 | $ 0 | $ 0 |
LEASES - Narrative (Details)
LEASES - Narrative (Details) | 12 Months Ended | ||
Dec. 31, 2021USD ($)optionlease | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | |
New Accounting Pronouncements or Change in Accounting Principle | |||
Finance lease, amortization | $ 3,620 | $ 4,344 | $ 4,344 |
Finance lease, interest expense | 50,093 | 51,618 | 22,477 |
Operating lease cost | 860,000 | 800,000 | 902,712 |
Operating lease payments | 1,300,000 | 1,300,000 | 900,000 |
Payments on finance leases | $ 586,612 | $ 226,431 | $ 79,790 |
Number of extension options | option | 2 | ||
Plant | |||
New Accounting Pronouncements or Change in Accounting Principle | |||
Lease renewal term | 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 | ||
Maximum | |||
New Accounting Pronouncements or Change in Accounting Principle | |||
Lease renewal term | 20 years |
LEASES - Schedule of Maturities
LEASES - Schedule of Maturities of Operating Lease Liabilities (Details) | Dec. 31, 2021USD ($) |
Lessee, Lease, Description | |
Year 1 | $ 959,573 |
Year 2 | 895,518 |
Year 3 | 783,036 |
Year 4 | 722,924 |
Year 5 | 702,824 |
Thereafter | 3,681,426 |
Total lease payments | 7,745,301 |
Less: interest | (2,733,850) |
Present value of lease liabilities | 5,011,451 |
Facilities | |
Lessee, Lease, Description | |
Year 1 | 250,849 |
Year 2 | 186,794 |
Year 3 | 74,312 |
Year 4 | 19,200 |
Year 5 | 1,600 |
Thereafter | 0 |
Total lease payments | 532,755 |
Less: interest | (51,518) |
Present value of lease liabilities | 481,237 |
Equipment | |
Lessee, Lease, Description | |
Year 1 | 7,500 |
Year 2 | 7,500 |
Year 3 | 7,500 |
Year 4 | 2,500 |
Year 5 | 0 |
Thereafter | 0 |
Total lease payments | 25,000 |
Less: interest | (2,279) |
Present value of lease liabilities | 22,721 |
Plant | |
Lessee, Lease, Description | |
Year 1 | 701,224 |
Year 2 | 701,224 |
Year 3 | 701,224 |
Year 4 | 701,224 |
Year 5 | 701,224 |
Thereafter | 3,681,426 |
Total lease payments | 7,187,546 |
Less: interest | (2,680,053) |
Present value of lease liabilities | $ 4,507,493 |
LEASES - Schedule of Operating
LEASES - Schedule of Operating Lease Weighted Average Remaining Lease Terms and Discount Rates (Details) | Dec. 31, 2021 |
Lease facilities | |
Lessee, Lease, Description | |
Weighted average remaining lease terms (years) | 2 years 9 months 18 days |
Weighted average discount rate | 8.00% |
Lease equipment | |
Lessee, Lease, Description | |
Weighted average remaining lease terms (years) | 5 years |
Weighted average discount rate | 8.00% |
Lease plant | |
Lessee, Lease, Description | |
Weighted average remaining lease terms (years) | 10 years 9 months 18 days |
Weighted average discount rate | 9.37% |
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] | |
Sales price (fair value) | $ 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 | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Income (loss) from discontinued operations, net of tax | $ 22,743,382 | $ (5,352,285) | $ 409,983 | |
Held-for-sale | UMO business | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Revenues | $ 149,704,184 | 88,009,445 | 145,007,990 | |
Cost of revenues (exclusive of depreciation shown separately below) | 100,010,253 | 68,245,895 | 117,824,979 | |
Depreciation and amortization attributable to costs of revenues | 5,122,435 | 4,632,197 | 4,895,166 | |
Gross profit | 44,571,496 | 15,131,353 | 22,287,845 | |
Selling, general and administrative expenses (exclusive of acquisition related expenses) | 19,600,523 | 18,026,835 | 17,525,229 | |
Depreciation and amortization expense attributable to operating expenses | 1,823,812 | 1,823,812 | 1,823,812 | |
Total Operating expenses | 21,424,335 | 19,850,647 | 19,349,041 | |
Income (loss) from operations | 23,147,161 | (4,719,294) | 2,938,804 | |
Other income (expense) | 0 | 0 | 0 | |
Interest expense | (403,779) | (632,991) | (2,528,821) | |
Total other income (expense) | (403,779) | (632,991) | (2,528,821) | |
Income (loss) before income tax | 22,743,382 | (5,352,285) | 409,983 | |
Income tax benefit (expense) | 0 | 0 | 0 | |
Income (loss) from discontinued operations, net of tax | $ 22,743,382 | $ (5,352,285) | $ 409,983 |
DISCONTINUED OPERATIONS - Balan
DISCONTINUED OPERATIONS - Balance Sheet Disclosures by Disposal Groups (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
ASSETS | ||
Total current assets | $ 84,116,152 | $ 9,531,423 |
Current liabilities | ||
Total current liabilities | 37,644,312 | 12,634,231 |
Total noncurrent liabilities | 0 | 24,078,274 |
Held-for-sale | UMO business | ||
ASSETS | ||
Accounts receivable, net | 9,583,488 | 5,927,312 |
Inventory | 5,547,704 | 2,981,551 |
Prepaid expenses | 449,522 | 622,560 |
Total current assets | 15,580,714 | 9,531,423 |
Property and equipment, at cost | 63,836,354 | 60,928,739 |
Less accumulated depreciation | (32,044,584) | (27,764,011) |
Property and equipment, net | 31,791,770 | 33,164,728 |
Finance lease right-of-use assets | 812,974 | 1,518,611 |
Operating lease right-of use assets | 28,260,318 | 28,581,379 |
Intangible assets, net | 7,107,083 | 8,930,895 |
Other assets | 563,293 | 615,293 |
Total noncurrent assets | 68,535,438 | 72,810,906 |
Assets held for sale | 84,116,152 | 82,342,329 |
Current liabilities | ||
Accounts payable | 7,764,209 | 7,173,919 |
Accrued expenses | 1,323,850 | 404,142 |
Finance lease liability-current | 295,935 | 225,132 |
Operating lease liability-current | 28,260,318 | 4,831,038 |
Total current liabilities | 37,644,312 | 12,634,231 |
Finance lease liability-noncurrent | 0 | 327,933 |
Operating lease liability-noncurrent | 0 | 23,750,341 |
Total noncurrent liabilities | 0 | 24,078,274 |
Liabilities held for sale | $ 37,644,312 | $ 36,712,505 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) | Mar. 02, 2022USD ($) | Feb. 25, 2022USD ($) | Feb. 17, 2022USD ($) | Feb. 14, 2022Boeshareholdershares | Jan. 25, 2022USD ($)shares | Jan. 24, 2022USD ($) | Jul. 01, 2021USD ($) | Dec. 31, 2021shares | Dec. 31, 2020shares | Dec. 31, 2019shares | Jan. 20, 2022USD ($) | Jan. 10, 2022shareholdershares | Nov. 01, 2021USD ($) |
Subsequent Event | |||||||||||||
Preferred stock converted (in shares) | shares | 1 | ||||||||||||
Common stock issued (in shares) | shares | 63,287,965 | 45,554,841 | |||||||||||
Exercise of options to common (in shares) | shares | 2,041,610 | 0 | 112,500 | ||||||||||
Heartland SPV | |||||||||||||
Subsequent Event | |||||||||||||
Ownership percentage (in percent) | 35.00% | ||||||||||||
Promissory note | $ 7,000,000 | ||||||||||||
Convertible Senior Notes Due 2027, 6.25% | Senior Notes | |||||||||||||
Subsequent Event | |||||||||||||
Loan amount | $ 155,000,000 | ||||||||||||
Debt instrument, stated rate (as a percent) | 6.25% | ||||||||||||
Subsequent Event | |||||||||||||
Subsequent Event | |||||||||||||
Common stock issued (in shares) | shares | 2,995 | 1,451 | |||||||||||
Exercise of options to common (in shares) | shares | 60,000 | ||||||||||||
Purchase upon exercise of options (in shares) | shares | 60,000 | ||||||||||||
Subsequent Event | Vertex Splitter | Tensile-Heartland | |||||||||||||
Subsequent Event | |||||||||||||
Percentage acquired | 100.00% | ||||||||||||
Total purchase price | $ 35,000,000 | ||||||||||||
Amount accrued and accruing on base amount, percentage | 22.50% | ||||||||||||
Aggregate total consideration transferred | $ 44,000,000 | ||||||||||||
Insurance for officer and director, period following closing | 6 years | ||||||||||||
Cured period for purchase agreement | 30 days | ||||||||||||
Subsequent Event | Vertex Splitter | Tensile MG | |||||||||||||
Subsequent Event | |||||||||||||
Percentage acquired | 100.00% | ||||||||||||
Total purchase price | $ 7,000,000 | ||||||||||||
Insurance for officer and director, period following closing | 6 years | ||||||||||||
Cured period for purchase agreement | 30 days | ||||||||||||
Subsequent Event | Vertex Splitter | Heartland SPV and MG SPV | |||||||||||||
Subsequent Event | |||||||||||||
Percentage acquired | 100.00% | ||||||||||||
Subsequent Event | Heartland SPV | |||||||||||||
Subsequent Event | |||||||||||||
Percentage of net equity proceeds of sale | 65.00% | ||||||||||||
Subsequent Event | Heartland SPV | Tensile-Heartland | |||||||||||||
Subsequent Event | |||||||||||||
Ownership percentage (in percent) | 65.00% | ||||||||||||
Subsequent Event | MG SPV | Tensile MG | |||||||||||||
Subsequent Event | |||||||||||||
Ownership percentage (in percent) | 15.00% | ||||||||||||
Subsequent Event | Tensile-Heartland and Tensile-MG | Tensile-Vertex | |||||||||||||
Subsequent Event | |||||||||||||
Ownership percentage (in percent) | 100.00% | ||||||||||||
Subsequent Event | Series A Preferred | |||||||||||||
Subsequent Event | |||||||||||||
Number of preferred stockholders | shareholder | 1 | 1 | |||||||||||
Preferred stock converted (in shares) | shares | 2,995 | 1,451 | |||||||||||
Subsequent Event | Escrow Agreement | |||||||||||||
Subsequent Event | |||||||||||||
Loan amount | $ 125,000,000 | ||||||||||||
Receipt of breach or failure, cured period | 2 days | ||||||||||||
Ticking fee percentage | 10.50% | ||||||||||||
Subsequent Event | Term Loan | Secured debt | |||||||||||||
Subsequent Event | |||||||||||||
Debt instrument term | 3 years | ||||||||||||
Loan amount | $ 125,000,000 | ||||||||||||
Subsequent Event | Convertible Senior Notes Due 2027, 6.25% | Senior Notes | |||||||||||||
Subsequent Event | |||||||||||||
Loan amount | $ 155,000,000 | ||||||||||||
Debt instrument, stated rate (as a percent) | 6.25% | ||||||||||||
Subsequent Event | Second Note Amendment | |||||||||||||
Subsequent Event | |||||||||||||
Extension period following closing | 5 days | ||||||||||||
Default percentage increase | 12.00% | ||||||||||||
Subsequent Event | Safety-Kleen Systems, Inc. | |||||||||||||
Subsequent Event | |||||||||||||
Break up fee payment | $ 3,000,000 | $ 3,000,000 | |||||||||||
Subsequent Event | Idemitsu | Crude Oil | |||||||||||||
Subsequent Event | |||||||||||||
Barrels of renewable diesel | Boe | 14,000 | ||||||||||||
Subsequent Event | Idemitsu | Crude Oil | Phase 1 | |||||||||||||
Subsequent Event | |||||||||||||
Barrels of renewable diesel | Boe | 10,000 | ||||||||||||
Subsequent Event | Idemitsu | Crude Oil | Phase 2 | |||||||||||||
Subsequent Event | |||||||||||||
Barrels of renewable diesel | Boe | 14,000 |