Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2023 | Nov. 06, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2023 | |
Document Transition Report | false | |
Entity File Number | 001-11476 | |
Entity Registrant Name | VERTEX ENERGY, INC. | |
Entity Incorporation, State | NV | |
Entity Tax Identification Number | 94-3439569 | |
Entity Address, Street | 1331 Gemini Street | |
Entity Address, Suite | Suite 250, | |
Entity Address, City | Houston | |
Entity Address, State | TX | |
Entity Address, Postal Zip Code | 77058 | |
City Area Code | 866 | |
Local Phone Number | 660-8156 | |
Title of each class | Common Stock,$0.001 Par Value Per Share | |
Trading Symbol(s) | VTNR | |
Name of each exchange on which registered | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 93,514,346 | |
Entity Central Index Key | 0000890447 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2023 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Current assets | ||
Cash and cash equivalents | $ 75,705 | $ 141,258 |
Restricted cash | 3,605 | 4,929 |
Accounts receivable, net | 36,816 | 34,548 |
Inventory | 222,685 | 135,473 |
Derivative commodity asset | 4,991 | 0 |
Prepaid expenses and other current assets | 57,315 | 36,660 |
Assets held for sale, current | 0 | 20,560 |
Total current assets | 401,117 | 373,428 |
Fixed assets, net | 321,314 | 201,749 |
Finance lease right-of-use assets | 65,317 | 44,081 |
Operating lease right-of use assets | 90,413 | 53,557 |
Intangible assets, net | 11,207 | 11,827 |
Deferred taxes assets | 0 | 2,498 |
Other assets | 3,310 | 2,245 |
TOTAL ASSETS | 892,678 | 689,385 |
Current liabilities | ||
Accounts payable | 63,628 | 20,997 |
Accrued expenses | 69,315 | 81,711 |
Finance lease liability-current | 2,297 | 1,363 |
Operating lease liability-current | 26,047 | 9,012 |
Current portion of long-term debt, net | 18,321 | 13,911 |
Obligations under inventory financing agreements, net | 182,487 | 117,939 |
Derivative commodity liability | 0 | 242 |
Liabilities held for sale, current | 0 | 3,424 |
Total current liabilities | 362,095 | 248,599 |
Long-term debt, net | 125,010 | 170,010 |
Finance lease liability-long-term | 66,751 | 45,164 |
Operating lease liability-long-term | 64,367 | 44,545 |
Deferred tax liabilities | 1,257 | 0 |
Derivative warrant liability | 9,234 | 14,270 |
Other liabilities | 1,377 | 1,377 |
Total liabilities | 630,091 | 523,965 |
COMMITMENTS AND CONTINGENCIES (Note 4) | 0 | 0 |
STOCKHOLDERS' EQUITY | ||
Common stock, $0.001 par value per share; 750,000,000 shares authorized; 93,514,346 and 75,668,826 shares issued and outstanding at September 30, 2023 and December 31, 2022, respectively. | 94 | 76 |
Additional paid-in capital | 382,849 | 279,552 |
Accumulated deficit | (123,588) | (115,893) |
Total Vertex Energy, Inc. stockholders' equity | 259,355 | 163,735 |
Non-controlling interest | 3,232 | 1,685 |
Total equity | 262,587 | 165,420 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 892,678 | $ 689,385 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
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) | 93,514,346 | 75,668,826 |
Common stock, shares outstanding (in shares) | 93,514,346 | 75,668,826 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Income Statement [Abstract] | ||||
Revenues | $ 1,018,407 | $ 809,529 | $ 2,444,442 | $ 1,913,435 |
Cost of revenues (exclusive of depreciation and amortization shown separately below) | 925,542 | 749,654 | 2,274,543 | 1,817,787 |
Depreciation and amortization attributable to costs of revenues | 7,896 | 4,049 | 18,863 | 9,139 |
Gross profit | 84,969 | 55,826 | 151,036 | 86,509 |
Operating expenses: | ||||
Selling, general and administrative expenses (exclusive of depreciation and amortization shown separately below) | 43,137 | 37,142 | 127,715 | 90,039 |
Depreciation and amortization attributable to operating expenses | 1,033 | 1,119 | 3,077 | 2,655 |
Total operating expenses | 44,170 | 38,261 | 130,792 | 92,694 |
Income (loss) from operations | 40,799 | 17,565 | 20,244 | (6,185) |
Other income (expense): | ||||
Other income (loss) | (133) | 416 | 1,023 | 1,059 |
Gain on change in value of derivative warrant liability | 4,621 | 12,312 | 5,036 | 7,788 |
Interest expense | (13,523) | (13,028) | (103,536) | (64,961) |
Total other expense | (9,035) | (300) | (97,477) | (56,114) |
Income (loss) from continuing operations before income tax | 31,764 | 17,265 | (77,233) | (62,299) |
Income tax benefit (expense) | (12,231) | 0 | 15,445 | 0 |
Income (loss) from continuing operations | 19,533 | 17,265 | (61,788) | (62,299) |
Income from discontinued operations, net of tax (see note 23) | 0 | 4,905 | 53,680 | 19,878 |
Net income (loss) | 19,533 | 22,170 | (8,108) | (42,421) |
Net income (loss) attributable to non-controlling interest and redeemable non-controlling interest from continuing operations | (310) | (49) | (413) | 15 |
Net income (loss) attributable to non-controlling interest and redeemable non-controlling interest from discontinued operations | 0 | (15) | 0 | 6,847 |
Net income (loss) attributable to Vertex Energy, Inc. | 19,843 | 22,234 | (7,695) | (49,283) |
Accretion of redeemable noncontrolling interest to redemption value from continued operations | 0 | 0 | 0 | (428) |
Net income (loss) attributable to common stockholders from continuing operations | 19,843 | 17,314 | (61,375) | (62,742) |
Net income attributable to common stockholders from discontinued operations, net of tax | 0 | 4,920 | 53,680 | 13,031 |
Net income (loss) attributable to common shareholders, basic | 19,843 | 22,234 | (7,695) | (49,711) |
Net income (loss) attributable to common shareholders, diluted | $ 19,843 | $ 22,234 | $ (7,695) | $ (49,711) |
Basic loss per common share | ||||
Continuing operations (in dollars per share) | $ 0.21 | $ 0.23 | $ (0.74) | $ (0.91) |
Discontinued operations, net of tax (in dollars per share) | 0 | 0.07 | 0.65 | 0.19 |
Basic loss per common share (in dollars per share) | 0.21 | 0.30 | (0.09) | (0.72) |
Diluted income (loss) per common share | ||||
Continuing operations (in dollars per share) | 0.17 | 0.10 | (0.74) | (0.91) |
Discontinued operations, net of tax (in dollars per share) | 0 | 0.05 | 0.65 | 0.19 |
Diluted income (loss) per share (in dollars per share) | $ 0.17 | $ 0.15 | $ (0.09) | $ (0.72) |
Shares used in computing earnings per share | ||||
Basic (in shares) | 93,381 | 75,591 | 82,928 | 69,007 |
Diluted (in shares) | 100,427 | 97,126 | 82,928 | 69,007 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY - USD ($) $ in Thousands | Total | Series A Preferred | Series B1 Preferred Stock | Common Stock | Common Stock Series A Preferred | Common Stock Series B1 Preferred Stock | Preferred stock Series A Preferred | Additional Paid-In Capital | Additional Paid-In Capital Series B1 Preferred Stock | Accumulated Deficit | Non-controlling Interest |
Beginning balance (in shares) at Dec. 31, 2021 | 63,288,000 | 386,000 | |||||||||
Beginning balance at Dec. 31, 2021 | $ 30,066 | $ 63 | $ 0 | $ 138,620 | $ (110,614) | $ 1,997 | |||||
Increase (Decrease) in Stockholders' Equity | |||||||||||
Exercise of options/warrants (in shares) | 60,000 | 1,113,000 | |||||||||
Exercise of options/warrants | 76 | $ 0 | $ 1 | 76 | $ (1) | ||||||
Stock based compensation expense | 250 | 250 | |||||||||
Conversion of Series A Preferred stock to common (in shares) | 5,000 | (5,000) | |||||||||
Conversion of Series A Preferred stock to common | $ 0 | ||||||||||
Reclassification of derivative liabilities | 78,789 | 78,789 | |||||||||
Accretion of redeemable non-controlling interest to redemption value | (422) | (422) | |||||||||
Net income (loss) | (808) | (4,547) | 3,739 | ||||||||
Less: amount attributable to redeemable non-controlling interest | (3,769) | (3,769) | |||||||||
Ending balance (in shares) at Mar. 31, 2022 | 64,466,000 | 381,000 | |||||||||
Ending balance at Mar. 31, 2022 | 104,182 | $ 64 | $ 0 | 217,734 | (115,583) | 1,967 | |||||
Beginning balance (in shares) at Dec. 31, 2021 | 63,288,000 | 386,000 | |||||||||
Beginning balance at Dec. 31, 2021 | 30,066 | $ 63 | $ 0 | 138,620 | (110,614) | 1,997 | |||||
Increase (Decrease) in Stockholders' Equity | |||||||||||
Exercise of options/warrants (in shares) | 600,000 | ||||||||||
Net income (loss) | (42,421) | ||||||||||
Ending balance (in shares) at Sep. 30, 2022 | 75,610,000 | 0 | |||||||||
Ending balance at Sep. 30, 2022 | 120,340 | $ 76 | $ 0 | 278,930 | (160,354) | 1,688 | |||||
Beginning balance (in shares) at Mar. 31, 2022 | 64,466,000 | 381,000 | |||||||||
Beginning balance at Mar. 31, 2022 | 104,182 | $ 64 | $ 0 | 217,734 | (115,583) | 1,967 | |||||
Increase (Decrease) in Stockholders' Equity | |||||||||||
Exercise of options/warrants (in shares) | 498,000 | ||||||||||
Exercise of options/warrants | 554 | $ 1 | 553 | ||||||||
Exercise of options to common- unissued | 3 | 3 | |||||||||
Distribution to non-controlling shareholder | (380) | (380) | |||||||||
Adjustment of redeemable non controlling interest | 0 | 29 | (29) | ||||||||
Stock based compensation expense | 324 | 324 | |||||||||
Conversion of Series A Preferred stock to common (in shares) | 10,165,000 | 381,000 | (381,000) | ||||||||
Conversion of Series A Preferred stock to common | 59,822 | $ 1 | $ 10 | $ 1 | 59,812 | ||||||
Accretion of redeemable non-controlling interest to redemption value | (6) | (6) | |||||||||
Net income (loss) | (63,782) | (66,970) | 3,188 | ||||||||
Less: amount attributable to redeemable non-controlling interest | (3,023) | (3,023) | |||||||||
Ending balance (in shares) at Jun. 30, 2022 | 75,510,000 | 0 | |||||||||
Ending balance at Jun. 30, 2022 | 97,695 | $ 76 | $ 0 | 278,455 | (182,588) | 1,752 | |||||
Increase (Decrease) in Stockholders' Equity | |||||||||||
Exercise of options/warrants (in shares) | 4,000 | 96,000 | |||||||||
Exercise of options/warrants | 0 | $ 0 | |||||||||
Exercise of options to common- unissued | 97 | 97 | |||||||||
Stock based compensation expense | 378 | 378 | |||||||||
Net income (loss) | 22,170 | 22,234 | (64) | ||||||||
Ending balance (in shares) at Sep. 30, 2022 | 75,610,000 | 0 | |||||||||
Ending balance at Sep. 30, 2022 | 120,340 | $ 76 | $ 0 | 278,930 | (160,354) | 1,688 | |||||
Beginning balance (in shares) at Dec. 31, 2022 | 75,669,000 | 0 | |||||||||
Beginning balance at Dec. 31, 2022 | 165,420 | $ 76 | $ 0 | 279,552 | (115,893) | 1,685 | |||||
Increase (Decrease) in Stockholders' Equity | |||||||||||
Exercise of options/warrants (in shares) | 166,000 | ||||||||||
Exercise of options/warrants | 209 | 209 | |||||||||
Stock based compensation expense | 365 | 365 | |||||||||
Non controlling shareholder contribution | 980 | 980 | |||||||||
Net income (loss) | 53,813 | 53,863 | (50) | ||||||||
Ending balance (in shares) at Mar. 31, 2023 | 75,835,000 | 0 | |||||||||
Ending balance at Mar. 31, 2023 | 220,787 | $ 76 | $ 0 | 280,126 | (62,030) | 2,615 | |||||
Beginning balance (in shares) at Dec. 31, 2022 | 75,669,000 | 0 | |||||||||
Beginning balance at Dec. 31, 2022 | 165,420 | $ 76 | $ 0 | 279,552 | (115,893) | 1,685 | |||||
Increase (Decrease) in Stockholders' Equity | |||||||||||
Exercise of options/warrants (in shares) | 500,000 | ||||||||||
Issue of restricted common stock (in shares) | 100,000 | ||||||||||
Net income (loss) | (8,108) | ||||||||||
Ending balance (in shares) at Sep. 30, 2023 | 93,515,000 | 0 | |||||||||
Ending balance at Sep. 30, 2023 | 262,587 | $ 94 | $ 0 | 382,849 | (123,588) | 3,232 | |||||
Beginning balance (in shares) at Mar. 31, 2023 | 75,835,000 | 0 | |||||||||
Beginning balance at Mar. 31, 2023 | 220,787 | $ 76 | $ 0 | 280,126 | (62,030) | 2,615 | |||||
Increase (Decrease) in Stockholders' Equity | |||||||||||
Exercise of options/warrants (in shares) | 195,000 | ||||||||||
Exercise of options/warrants | 169 | 169 | |||||||||
Stock based compensation expense | 368 | 368 | |||||||||
Senior Note Converted (in shares) | 17,207,000 | ||||||||||
Senior Note Converted | 101,130 | $ 17 | 101,113 | ||||||||
Non controlling shareholder contribution | 490 | 490 | |||||||||
Net income (loss) | (81,454) | (81,401) | (53) | ||||||||
Ending balance (in shares) at Jun. 30, 2023 | 93,237,000 | 0 | |||||||||
Ending balance at Jun. 30, 2023 | 241,490 | $ 93 | $ 0 | 381,776 | (143,431) | 3,052 | |||||
Increase (Decrease) in Stockholders' Equity | |||||||||||
Exercise of options/warrants (in shares) | 165,000 | ||||||||||
Exercise of options/warrants | 305 | $ 1 | 304 | ||||||||
Stock based compensation expense | 769 | 769 | |||||||||
Issue of restricted common stock (in shares) | 113,000 | ||||||||||
Non controlling shareholder contribution | 490 | 490 | |||||||||
Net income (loss) | 19,533 | 19,843 | (310) | ||||||||
Ending balance (in shares) at Sep. 30, 2023 | 93,515,000 | 0 | |||||||||
Ending balance at Sep. 30, 2023 | $ 262,587 | $ 94 | $ 0 | $ 382,849 | $ (123,588) | $ 3,232 |
CONSOLIDATED STATEMENTS OF ST_2
CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY (Parenthetical) - $ / shares | Sep. 30, 2023 | Sep. 30, 2022 |
Common stock, par value (in dollars per share) | $ 0.001 | |
Series A Preferred Stock | ||
Preferred stock, par value (in dollars per share) | 0.001 | $ 0.001 |
Common Stock | ||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Cash flows from operating activities | ||
Net income (loss) | $ (8,108) | $ (42,421) |
Income from discontinued operations, net of tax | 53,680 | 19,878 |
Loss from continuing operations | (61,788) | (62,299) |
Adjustments to reconcile net loss from continuing operations to cash used in operating activities | ||
Stock based compensation expense | 1,502 | 952 |
Depreciation and amortization | 21,940 | 11,794 |
Deferred income tax benefit | (15,445) | 0 |
Gain on sale of assets | (2) | (112) |
Provision for environment clean up | 0 | 1,428 |
(Decrease) increase in allowance for bad debt | (132) | 157 |
(Decrease) increase in fair value of derivative warrant liability | (5,036) | (7,788) |
Loss on commodity derivative contracts | 219 | 87,217 |
Net cash settlements on commodity derivatives | (2,061) | (100,253) |
Amortization of debt discount and deferred costs | 74,618 | 44,537 |
Changes in operating assets and liabilities | ||
Accounts receivable and other receivables | (3,819) | (39,202) |
Inventory | (85,796) | (31,387) |
Prepaid expenses and other current assets | (24,601) | (16,437) |
Accounts payable | 42,219 | 58,275 |
Accrued expenses | (12,500) | 37,404 |
Other assets | (987) | 82 |
Net cash used in operating activities from continuing operations | (71,669) | (15,632) |
Cash flows from investing activities | ||
Acquisition of business, net of cash | (7,642) | 0 |
Purchase of intangible assets | (2,500) | (106) |
Investment in Mobile Refinery assets | 0 | (227,525) |
Purchase of fixed assets | (128,599) | (34,743) |
Proceeds from sale of discontinued operation | 92,034 | 0 |
Proceeds from sale of fixed assets | 5 | 188 |
Net cash used in investing activities from continuing operations | (46,702) | (262,186) |
Cash flows from financing activities | ||
Payments on finance leases | (1,469) | (201) |
Proceeds from exercise of options and warrants to common stock | 683 | 729 |
Distributions to noncontrolling interest | 0 | (380) |
Contributions received from noncontrolling interest | 1,960 | 0 |
Net change on inventory financing agreements | 63,798 | 133,744 |
Redemption of noncontrolling interest | 0 | (50,666) |
Proceeds from note payable | 19,641 | 173,315 |
Payments on note payable | (32,969) | (14,101) |
Net cash provided by financing activities from continuing operations | 51,644 | 242,440 |
Discontinued operations: | ||
Net cash provided by (used in) operating activities | (150) | 23,021 |
Net cash used in investing activities | 0 | (1,877) |
Net cash provided by (used in) discontinued operations | (150) | 21,144 |
Net decrease in cash, cash equivalents and restricted cash | (66,877) | (14,234) |
Cash, cash equivalents, and restricted cash at beginning of the period | 146,187 | 136,627 |
Cash, cash equivalents, and restricted cash at end of period | 79,310 | 122,393 |
Cash and cash equivalents | 75,705 | 117,464 |
Restricted cash | 3,605 | 4,929 |
Cash and cash equivalents and restricted cash as shown in the consolidated statements of cash flows | 79,310 | 122,393 |
SUPPLEMENTAL INFORMATION | ||
Cash paid for interest | 35,553 | 65,083 |
Cash paid for taxes | 0 | 0 |
NON-CASH INVESTING AND FINANCING TRANSACTIONS | ||
Equity component of the convertible note issuance | 0 | 78,789 |
ROU assets obtained from new finance lease liabilities | 23,990 | 45,096 |
Exchange of Convertible Senior Notes to common stock | 79,948 | 59,822 |
ROU assets obtained from new operating lease liabilities | 36,856 | 20,061 |
Accretion of redeemable non-controlling interest to redemption value | $ 0 | $ 428 |
BASIS OF PRESENTATION AND NATUR
BASIS OF PRESENTATION AND NATURE OF OPERATIONS | 9 Months Ended |
Sep. 30, 2023 | |
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. (the "Company" or "Vertex Energy") is an energy transition company focused on the production and distribution of conventional and alternative fuels. We operate used motor oil processing plants in Houston, Texas, Port Arthur, Texas, and Marrero, Louisiana. As of April 1, 2022, we own a refinery in Mobile, Alabama (the “Mobile Refinery”) with an operable refining capacity of 75,000 barrels per day (“bpd”) and more than 3.2 million barrels of storage capacity. The total purchase consideration was $75.0 million in cash plus $16.3 million in previously agreed upon capital expenditures and miscellaneous prepaid and reimbursable items. At the time of the acquisition, the Company also purchased $130.0 million in hydrocarbon inventories of which $124.0 million were financed under an inventory financing agreement. See Note 3 “Mobile Refinery Acquisition” and Note 10 “Inventory Financing Agreement” for additional information. The accompanying unaudited interim consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission (" SEC ") and should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended December 31, 2022, contained in the Company's annual report, as filed with the SEC on Form 10-K on March 1, 2023 (the " Form 10-K "). The September 30, 2022 Consolidated Statement of Operations was retroactively restated from the unaudited financial statements of our Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, to account for the change for our discontinued business, see Note 23 "Discontinued Operations" . In the opinion of management all adjustments, consisting of normal recurring adjustments necessary for a fair presentation of financial position and the results of operations for the interim periods presented, have been reflected herein. All significant intercompany transactions have been eliminated in consolidation. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the consolidated financial statements which would substantially duplicate the disclosures contained in the audited consolidated financial statements for the most recent fiscal year 2022 as reported in Form 10-K have been omitted. Used Motor Oils Business ("UMO Business") As of December 31, 2022, our UMO Business consisted of our used oil refinery in Marrero, Louisiana, our Heartland used oil refinery in Ohio, 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 to a lease at the Cedar Marine terminal in Baytown, Texas. The UMO Business is presented as part of our Black Oil segment in our consolidated financial statements. On February 1, 2023, HPRM LLC (“ HPRM ”), which is indirectly wholly-owned by the Company, entered into a Sale and Purchase Agreement (the “ Sale Agreement ”) with GFL Environmental Services USA, Inc. (“ GFL ”) whereby HPRM agreed to sell to GFL, and GFL agreed to purchase from HPRM, all of HPRM’s equity interest in Vertex Refining OH, LLC (“ Vertex OH ”), our wholly-owned subsidiary, which owns the Heartland refinery located in Columbus, Ohio (the “ Heartland Refinery ”). Vertex Operating, LLC, our wholly-owned subsidiary (“ Vertex Operating ”) and GFL Environmental Inc. (“ GFL Environmental ”), an affiliate of GFL, were also parties to the Sale Agreement, solely for the purpose of providing certain guarantees of the obligations of HPRM and GFL as discussed in greater detail below. The sale also included all property and assets owned by Vertex OH, including inventory associated with the Heartland Refinery, and all real and leased property and permits owned by Vertex OH, and all used motor oil collection and recycling assets and operations owned by Vertex OH (collectively with the Heartland Refinery, the “ Heartland Assets and Operations ”). The transactions contemplated by the Sale Agreement closed on February 1, 2023 with a net cash settlement of $92.0 million. Vertex Operating guaranteed all of the obligations of HPRM pursuant to the terms of the Sale Agreement and GFL Environmental guaranteed all of the obligations of GFL pursuant to the terms of the Sale Agreement. As a result of the above, the Company determined to present the Heartland Assets and Operations as discontinued operations as of December 31, 2022 and for the three and nine months ended September 30, 2023 and 2022. Use of Estimates The preparation of financial statements in conforming with generally accepted accounting principles in the United States (“GAAP”) requires management to make estimates and assumptions that affect reported amounts of assets and liabilities, disclosure of contingent assets and liabilities, and reported amounts of revenue and expenses. Actual results could differ from these estimates. Any effects on the business, financial position or results of operations from revisions to these estimates are recorded in the period in which the facts that give rise to the revision become known. Reclassification of Prior Year Presentation |
SUMMARY OF CRITICAL ACCOUNTING
SUMMARY OF CRITICAL ACCOUNTING POLICIES AND ESTIMATES | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
SUMMARY OF CRITICAL ACCOUNTING POLICIES AND ESTIMATES | SUMMARY OF CRITICAL ACCOUNTING POLICIES AND ESTIMATES With the exception of the accounting policies below, there have been no new or material changes to the significant accounting policies discussed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022. Cash, Cash Equivalents and Restricted Cash The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. Restricted cash as of September 30, 2023, consisted of a $2.0 million deposit in a bank for financing of a short-term equipment lease, a $1.5 million deposit in a bank for possible liabilities related to the Heartland Assets and Operations sale, and a $0.1 million deposit in a money market account to serve as collateral for payment of a credit card. Restricted cash as of December 31, 2022, consisted of a $4.8 million d eposit in a bank for financing of a short-term equipment lease, and a $0.1 million deposit in a money market account to serve as collateral for payment of a credit card. Convertible Instruments In August 2020, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (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. New Accounting Pronouncements The Company has not identified any recent accounting pronouncements that are expected to have a material impact on our financial condition, results of operations or cash flows upon adoption. |
MOBILE REFINERY ACQUISITION
MOBILE REFINERY ACQUISITION | 9 Months Ended |
Sep. 30, 2023 | |
Business Combinations [Abstract] | |
MOBILE REFINERY ACQUISITION | MOBILE REFINERY ACQUISITION On April 1, 2022, the Company completed the acquisition of a 75,000 bpd crude oil refinery located ten miles north of Mobile, in Saraland, Alabama (the “ Mobile Refinery ”) from Equilon Enterprises LLC d/b/a Shell Oil Products US, Shell Oil Company and Shell Chemical LP, subsidiaries of Shell plc (“ Shell ”)(the “ Mobile Acquisition ”), which provided the Company the opportunity to enter the crude oil refining industry. Total consideration for the acquisition was approximately $227.5 million, of which $124.3 million was paid by Macquarie Energy North America Trading, Inc (“ Macquarie ”) as a result of the simultaneous sale of such inventory to Macquarie pursuant to an Inventory Sales Agreement between our wholly-owned subsidiary, Vertex Refining, NV, LLC (“Vertex Refining”), and Macquarie. Refer to “ Note 10. Inventory Financing Arrangement ” for more detailed information. The following table summarizes the determination and recognition of assets acquired (in thousands): Financing Agreement Vertex Acquisition Total Inventory $ 124,311 $ 5,909 $ 130,220 Prepaid assets — 147 147 Fixed assets — 97,158 97,158 Total purchase price $ 124,311 $ 103,214 $ 227,525 The following table presents summarized results of operations of the Mobile Refinery for the three and nine months ended September 30, 2022, which are included in the accompanying consolidated statements of operations for the periods ended September 30, 2022 (in thousands): For Three Months Ended September 30, For Nine Months Ended September 30, 2022 2022 Revenue $ 733,521 $ 1,655,717 Net income (loss) $ 18,370 $ (5,592) The following table presents unaudited pro forma results of operations reflecting the acquisition of the Mobile Refinery as if the acquisition had occurred as of January 1, 2022. This information has been compiled from current and historical financial statements and is not necessarily indicative of the results that actually would have been achieved had the transaction occurred at the beginning of the periods presented or that may be achieved in the future (in thousands): For Nine Months Ended September 30, 2022 Revenue $ 2,406,617 Net income $ 49,509 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2023 | |
Environmental Remediation Obligations [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES 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: Doucet litigation: 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. Penthol litigation: On November 17, 2020, Vertex Energy Operating, LLC (“Vertex”) filed a lawsuit against Penthol LLC (“Penthol”) in the 61st Judicial District Court of Harris County, Texas, Cause No. 2020-65269, for breach of contract and simultaneously sought a Temporary Restraining Order and Temporary Injunction enjoining Penthol from, among other things, circumventing Vertex in violation of the terms of that certain June 5, 2016 Sales Representative and Marketing Agreement entered into between Vertex Operating and Penthol (the “Penthol Agreement”). Thereafter, Penthol terminated the Penthol Agreement more than a year prior to the contractual termination date. Vertex seeks damages, attorneys’ fees, costs of court, and all other relief to which it may be entitled. On February 8, 2021, Penthol filed a complaint against Vertex in the United States District Court for the Southern District of Texas; Civil Action No. 4:21-CV-416 (the “Complaint”). Penthol sought damages from Vertex for alleged violations of the Sherman Act, breach of contract, business disparagement, fraud, 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 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. 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. 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. The parties agreed to move the pending claims and defenses in the Texas state court lawsuit into the federal court lawsuit. All pending claims between the parties are now in the federal court action. The parties conducted numerous depositions and substantial document discovery. Vertex filed a motion for summary judgment, and Judge Hanen granted it in part, dismissing Penthol’s claims for business disparagement and fraud. Penthol’s remaining claims are pending. The case is currently on bench trial which started on October 30, 2023. Putative Class Action Litigation: On April 13, 2023, William C. Passmore filed a putative class action lawsuit against the Company; Benjamin P. Cowart, our Chief Executive Officer and Chairman; and Chris Carlson, our Chief Financial Officer; in the United States District Court for the Southern District of Alabama (Southern Division). In May 2023 and June 2023, additional plaintiffs filed virtually identical putative class action lawsuits against the same three defendants, the first of which was filed in the same courthouse and the second of which was filed in the United States District Court for the Southern District of Texas (Houston Division). These three putative class action lawsuits are substantially similar and allege that the Company, through Messrs. Cowart and Carlson, issued materially false and misleading statements, or omitted material information, regarding the projected future financial performance of the Mobile Refinery in 2022. The plaintiffs have asserted claims for violations of Section 10(b) of the Exchange Act, and Rule 10b-5 promulgated thereunder, and Section 20(a) of the Exchange Act, against all defendants. The Company anticipates that the three pending putative class actions will be consolidated into one putative class action following the Court’s pending resolution of the respective plaintiffs’ competing motions to become lead plaintiff and lead plaintiff’s counsel in the putative class actions. Shareholder Derivative Lawsuits: In June 2023, a plaintiff, derivatively on behalf of the Company, filed a shareholder derivative lawsuit against certain Directors (both current and former) and Officers. The suit alleges that the Directors and Officers of the Company breached duties owed to the Company by allowing the Company to issue materially false and misleading statements, or failing to disclose material information, regarding the projected future financial performance of the Mobile Refinery in 2022. The plaintiff has asserted claims for breach of fiduciary duty and for unjust enrichment against all defendants. Plaintiff is seeking multiple forms of relief, including high-level resolutions for amendments to the Company’s corporate governance documents. On July 19, 2023, the Court granted the plaintiff’s notice of non-suit as to two current Directors, dismissing them from the lawsuit without prejudice. On July 27, 2023, the parties filed a joint motion to stay the derivative lawsuit pending the outcome of an anticipated motion to dismiss in the putative securities class action (post-consolidation of the cases). The Company has also been informed that a second shareholder derivative lawsuit was filed in late-June 2023. While the named defendants in the second-filed shareholder derivative lawsuit vary slightly from the first-filed shareholder derivative lawsuit, the allegations are virtually identical. Notwithstanding the fact that the Company and the defendants have not yet been served in this action, the Company anticipates potential litigation related to plaintiff’s filing of this lawsuit . Martin Energy litigation: On October 31, 2022, Martin Energy Services LLC (“ Martin ”) filed a petition against Vertex Refining Alabama LLC, Case No. 2022-71500, pending in the 234th District Court of Harris County, Texas. Martin claims breach of contract under a Sales Contract between the parties. Vertex has filed an answer and alleged various affirmative defenses. Vertex denies the allegations and is vigorously defending them. The case is in the discovery phase. Vertex has taken two depositions, and Vertex representatives will be deposed in November 2023. The case is set for trial beginning January 22, 2024. The Company has retained counsel to respond to the putative class actions and the shareholder derivative lawsuits, and its assessment of the respective allegations is ongoing and all defendants intend to vigorously defend against the allegations. At this stage of the lawsuits, we are unable to anticipate the ultimate impact, if any, that the legal proceedings may have on the consolidated financial position, liquidity, results of operations, or cash flows of the Company. As a result, we have not estimated a range of potential exposure for amounts, if any, that might become payable in connection with these matters and reserves have not been established. It is possible that an adverse outcome in any of the matters may have a material adverse impact on the Company. Environmental Matters |
REVENUES
REVENUES | 9 Months Ended |
Sep. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
REVENUES | REVENUES The following tables present our revenues disaggregated by geographical market and revenue source (in thousands): Three Months Ended September 30, 2023 Refining & Black Oil & Recovery Corporate and Eliminations Consolidated Primary Geographical Markets Gulf Coast $ 978,712 $ 44,327 $ (4,632) $ 1,018,407 Sources of Revenue Refined products: Gasolines $ 199,768 $ — $ — $ 199,768 Jet Fuels 188,791 — — 188,791 Diesel 194,564 — — 194,564 Renewable 142,195 — — 142,195 Other refinery products (1) 241,487 38,642 (4,632) 275,497 Re-refined products: Pygas 3,898 — — 3,898 Metals (2) — 1,965 — 1,965 Other re-refined products (3) 611 1,001 — 1,612 Services and credits: Terminalling 7,398 — — 7,398 Oil collection services — 2,719 — 2,719 Total revenues $ 978,712 $ 44,327 $ (4,632) $ 1,018,407 Three Months Ended September 30, 2022 Refining & Black Oil & Recovery Corporate and Eliminations Consolidated Primary Geographical Markets Gulf Coast $ 766,768 $ 42,761 $ — $ 809,529 Sources of Revenue Refined products: Gasolines $ 171,023 $ — $ — $ 171,023 Jet Fuels 138,962 — — 138,962 Diesel 276,355 — — 276,355 Other refinery products (1) 161,850 37,607 — 199,457 Re-refined products: Pygas 15,285 — — 15,285 Metals (2) — 4,060 — 4,060 Other re-refined products (3) 1,149 527 — 1,676 Services: Terminalling 2,144 — — 2,144 Oil collection services — 567 — 567 Total revenues $ 766,768 $ 42,761 $ — $ 809,529 Nine Months Ended September 30, 2023 Refining & Black Oil & Recovery Corporate and Eliminations Consolidated Primary Geographical Markets Gulf Coast $ 2,349,459 $ 104,758 $ (9,775) $ 2,444,442 Sources of Revenue Refined products: Gasolines $ 517,875 $ — $ — $ 517,875 Jet Fuels 437,640 — — 437,640 Diesel 535,839 — — 535,839 Renewable 197,498 — — 197,498 Other refinery products (1) 633,600 89,863 (9,775) 713,688 Re-refined products: Pygas 12,745 — — 12,745 Metals (2) — 8,404 — 8,404 Other re-refined products (3) 1,129 2,508 — 3,637 Services and credits: Terminalling 13,133 — — 13,133 Oil collection services — 3,983 — 3,983 Total revenues $ 2,349,459 $ 104,758 $ (9,775) $ 2,444,442 Nine Months Ended September 30, 2022 Refining & Black Oil & Recovery Corporate and Eliminations Consolidated Primary Geographical Markets Gulf Coast $ 1,767,877 $ 145,558 $ — $ 1,913,435 Sources of Revenue Refined products: Gasolines $ 432,173 $ — $ — $ 432,173 Jet Fuels 282,650 — — 282,650 Diesel 620,580 — — 620,580 Other refinery products (1) 385,641 129,078 — 514,719 Re-refined products: Pygas 40,660 — — 40,660 Metals (2) — 13,080 — 13,080 Other re-refined products (3) 1,721 1,780 — 3,501 Services: Terminalling 4,452 — — 4,452 Oil collection services — 1,620 — 1,620 Total revenues $ 1,767,877 $ 145,558 $ — $ 1,913,435 (1) Other refinery products include the sales of renewable diesel, base oil, cutterstock and hydrotreated VGO, LPGs, sulfur and vacuum tower bottoms (VTB). (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. |
SEGMENT REPORTING
SEGMENT REPORTING | 9 Months Ended |
Sep. 30, 2023 | |
Segment Reporting [Abstract] | |
SEGMENT REPORTING | SEGMENT REPORTING The Refining and Marketing segment consists primarily of the sale of gasoline, diesel and jet fuel produced at the Mobile Refinery as well as pygas and industrial fuels, which are produced at a third-party facility. The Black Oil and Recovery segment consists primarily of the sale of (a) petroleum products which include base oil and industrial fuels—which consist of used motor oils, cutterstock and fuel oil generated by our facilities; (b) oil collection services—which consist of used oil sales, burner fuel sales, antifreeze sales and service charges; (c) the sale of other re-refinery products including asphalt, condensate, recovered products, and used motor oil; (d) transportation revenues; (e) the sale of VGO/marine fuel; (f) the sale of ferrous and non-ferrous recyclable metal(s) products that are recovered from manufacturing and consumption; and (g) revenues generated from trading/marketing of Group III Base Oils. The Black Oil and Recovery segment excludes the Heartland Assets and Operations, which are presented herein as discontinued operations. We also disaggregate our revenue by product category for each of our segments, as we believe such disaggregation helps depict how our revenue and cash flows are affected by economic factors. Segment information for the three and nine months ended September 30, 2023 and 2022 is as follows (in thousands): Three Months Ended September 30, 2023 Refining & Black Oil & Recovery Corporate and Eliminations Total Revenues: Refined products $ 966,805 $ 38,642 $ (4,632) $ 1,000,815 Re-refined products 4,509 2,966 — 7,475 Services 7,398 2,719 — 10,117 Total revenues 978,712 44,327 (4,632) 1,018,407 Cost of revenues (exclusive of depreciation and amortization shown separately below) 893,612 36,569 (4,639) 925,542 Depreciation and amortization attributable to costs of revenues 6,527 1,369 — 7,896 Gross profit 78,573 6,389 7 84,969 Selling, general and administrative expenses 31,485 5,231 6,421 43,137 Depreciation and amortization attributable to operating expenses 829 38 166 1,033 Income (loss) from operations 46,259 1,120 (6,580) 40,799 Other income (expenses) Other income (expense) — (167) 34 (133) Gain on change in value of derivative warrant liabilities — — 4,621 4,621 Interest expense (4,394) (41) (9,088) (13,523) Net income (loss) $ 41,865 $ 912 $ (11,013) $ 31,764 Capital expenditures $ 20,875 $ 8,449 $ — $ 29,324 Three Months Ended September 30, 2022 Refining & Black Oil & Recovery Corporate and Eliminations Total Revenues: Refined products $ 748,190 $ 37,607 $ — $ 785,797 Re-refined products 16,434 4,587 — 21,021 Services 2,144 567 — 2,711 Total revenues 766,768 42,761 — 809,529 Cost of revenues (exclusive of depreciation and amortization shown separately below) 714,976 34,678 — 749,654 Depreciation and amortization attributable to costs of revenues 3,111 938 — 4,049 Gross profit 48,681 7,145 — 55,826 Selling, general and administrative expenses 28,269 4,803 4,070 37,142 Depreciation and amortization attributable to operating expenses 850 38 231 1,119 Income (loss) from operations 19,562 2,304 (4,301) 17,565 Other income (expenses) Other income — 416 — 416 Gain on change in value of derivative warrant liabilities — — 12,312 12,312 Interest expense (3,444) — (9,584) (13,028) Net income (loss) $ 16,118 $ 2,720 $ (1,573) $ 17,265 Capital expenditures $ 26,333 $ 412 $ — $ 26,745 Nine Months Ended September 30, 2023 Refining & Black Oil & Recovery Corporate and Eliminations Total Revenues: Refined products $ 2,322,452 $ 89,863 $ (9,775) $ 2,402,540 Re-refined products 13,874 10,912 — 24,786 Services 13,133 3,983 — 17,116 Total revenues 2,349,459 104,758 (9,775) 2,444,442 Cost of revenues (exclusive of depreciation and amortization shown separately below) 2,194,382 90,250 (10,089) 2,274,543 Depreciation and amortization attributable to costs of revenues 15,389 3,474 — 18,863 Gross profit 139,688 11,034 314 151,036 Selling, general and administrative expenses 90,940 14,535 22,240 127,715 Depreciation and amortization attributable to operating expenses 2,459 114 504 3,077 Income (loss) from operations 46,289 (3,615) (22,430) 20,244 Other income (expenses) Other income — 989 34 1,023 Gain on change in value of derivative warrant liabilities — — 5,036 5,036 Interest expense (12,799) (126) (90,611) (103,536) Net income (loss) $ 33,490 $ (2,752) $ (107,971) $ (77,233) Capital expenditures $ 118,545 $ 16,123 $ — $ 134,668 Nine Months Ended September 30, 2022 Refining & Black Oil & Recovery Corporate and Eliminations Total Revenues: Refined products $ 1,721,044 $ 129,078 $ — $ 1,850,122 Re-refined products 42,381 14,860 — 57,241 Services 4,452 1,620 — 6,072 Total revenues 1,767,877 145,558 — 1,913,435 Cost of revenues (exclusive of depreciation and amortization shown separately below) 1,707,746 110,041 — 1,817,787 Depreciation and amortization attributable to costs of revenues 6,339 2,800 — 9,139 Gross profit 53,792 32,717 — 86,509 Selling, general and administrative expenses 53,073 13,125 23,841 90,039 Depreciation and amortization attributable to operating expenses 1,784 142 729 2,655 Income (loss) from operations (1,065) 19,450 (24,570) (6,185) Other income (expenses) Other income 18 1,041 — 1,059 Gain on change in value of derivative warrant liabilities — — 7,788 7,788 Interest expense (6,694) (51) (58,216) (64,961) Net income (loss) $ (7,741) $ 20,440 $ (74,998) $ (62,299) Capital expenditures $ 142,927 $ 2,830 $ — $ 145,757 Total assets by segment were as follows (in thousands): As of September 30, 2023 Refining & Black Oil & Recovery Corporate and Eliminations Consolidated Total assets $ 697,129 $ 115,820 $ 79,729 $ 892,678 As of December 31, 2022 Refining & Black Oil & Recovery Corporate and Eliminations Consolidated Total assets $ 410,975 $ 105,109 $ 173,301 $ 689,385 Segment assets for the Refining and Marketing and Black Oil and Recovery segments consist of property, plant, and equipment, right-of-use assets, intangible assets, accounts receivable, inventories and other assets. Assets for the corporate unallocated amounts consist of property, plant, and equipment used at the corporate headquarters, intangible assets, derivative commodity assets, assets held for sale as of December 31, 2022 and cash. |
ACCOUNTS RECEIVABLE
ACCOUNTS RECEIVABLE | 9 Months Ended |
Sep. 30, 2023 | |
Receivables [Abstract] | |
ACCOUNTS RECEIVABLE | ACCOUNTS RECEIVABLE Accounts receivable, net, consists of the following at September 30, 2023 and December 31, 2022 (in thousands): September 30, 2023 December 31, 2022 Accounts receivable trade $ 38,220 $ 36,098 Allowance for doubtful accounts (1,404) (1,550) Accounts receivable, net $ 36,816 $ 34,548 Accounts receivable trade represents amounts due from customers. Accounts receivable trade are recorded at invoiced amounts, net of reserves and allowances and do not bear interest. Bad debt recovery was $0.2 million and $0.3 million for the three months ended September 30, 2023 and 2022, respectively, for the continued operations. Bad debt recovery was $0.1 million for the nine months ended September 30, 2023 and bad debt expenses was $0.2 million for the nine months ended September 30, 2022, for the continued operations. |
CONCENTRATIONS OF RISK AND SIGN
CONCENTRATIONS OF RISK AND SIGNIFICANT CUSTOMERS | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
CONCENTRATIONS OF RISK AND SIGNIFICANT CUSTOMERS | CONCENTRATIONS OF RISK AND SIGNIFICANT CUSTOMERS The Company has concentrated credit risk for cash by maintaining deposits in two banks. These balances are insured by the Federal Deposit Insurance Corporation up to $250,000. From time to time during the nine months ended September 30, 2023 and year ended December 31, 2022, the Company’s cash balances exceeded the federally insured limits. No losses have been incurred relating to this concentration. At September 30, 2023 and 2022 and for each of the nine months then ended, the Company’s revenues and receivables were comprised of the following customer concentrations, which exceeded 10% of total revenue: As of and for the Nine Months Ended September 30, 2023 September 30, 2022 % of % of % of % of Customer 1 35% 2% 40% 2% Customer 2 33% 25% 22% 50% For each of the three and nine months ended September 30, 2023 and 2022, the Company’s segment revenues were comprised of the following customer concentrations: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Refining Black Oil and Recovery Refining Black Oil and Recovery Refining Black Oil and Recovery Refining Black Oil and Recovery Customer 1 34% —% 19% —% 36% —% 43% —% Customer 2 32% —% 14% —% 34% —% 24% —% |
INVENTORY
INVENTORY | 9 Months Ended |
Sep. 30, 2023 | |
Inventory Disclosure [Abstract] | |
INVENTORY | INVENTORY The following table describes the Company's inventory balances by category (in thousands): As of September 30, 2023 As of December 31, 2022 Crude oil $ 75,303 $ 59,131 Renewable feedstocks 41,316 — Refined products 104,042 74,311 Re-refined products 2,024 2,031 Total hydrocarbon inventories $ 222,685 $ 135,473 The following table summarizes our outstanding obligations under our inventory financing agreements (in thousands): September 30, 2023 December 31, 2022 Obligations under inventory financing agreements $ 182,987 $ 119,189 Unamortized financing cost (500) (1,250) Obligations under inventory financing agreements, net $ 182,487 $ 117,939 The valuation of our obligations at the end of each reporting period requires that we make estimates of the prices and differentials for our then monthly forward purchase obligations. Supply and Offtake Agreement On April 1, 2022 (the “ Commencement Date ”), Vertex Refining entered into a Supply and Offtake Agreement (the “ Supply and Offtake Agreement ”) with Macquarie, pertaining to crude oil supply and offtake of finished products located at the Mobile Refinery acquired on April 1, 2022. Under the Supply and Offtake Agreement, Macquarie purchases the majority of the crude oil utilized at the Mobile Refinery and holds legal title prior to its sale to Vertex Refining for consumption within the Mobile Refinery processing units. Also pursuant to the Supply and Offtake Agreement, Macquarie purchases from Vertex Refining substantially all of the Mobile Refinery’s output of certain refined products and owns such refined products while they are located within certain specified locations at the Mobile Refinery. Macquarie takes title to the refined products stored in our storage tanks until they are sold. We record the inventory owned by Macquarie on our behalf as inventory with a corresponding accrued liability on our balance sheet because we maintain the risk of loss until the refined products are sold to third parties and we have an obligation to repurchase it. Pursuant to the Supply and Offtake Agreement and subject to the terms and conditions therein, Macquarie may during the term of the Supply and Offtake Agreement procure crude oil and refined products from certain third parties which may be sold to Vertex Refining or third parties (including customers of Vertex Refining) pursuant to the Supply and Offtake Agreement. The Supply and Offtake Agreement expires March 31, 2024, subject to the performance of customary covenants, and certain events of default and termination events provided therein, for a facility of that size and type. Additionally, either party may terminate the agreement at any time, for any reason, with no less than 180 days prior notice to the other. Amendment No. 1 to Supply and Offtake Agreement In connection with the entry into the RD Supply and Offtake Agreement, discussed below, Macquarie, Vertex Refining and the Company, entered into Amendment Agreement No. 1 to the Supply and Offtake Agreement (“ Amendment 1 ”). Pursuant to Amendment 1, the Supply and Offtake Agreement was amended to include certain additional documents relating to the RD Supply and Offtake Agreement as transaction documents, and to update such Supply and Offtake Agreement in connection therewith, to amend the unwind procedures associated with the Supply and Offtake Agreement, and to update or revise certain other covenants set forth in the Supply and Offtake Agreement relating to cross defaults, finance agreements, minimum liquidity, and guarantor requirements, to be conformed with changes made to analogous provisions in, or to otherwise account for, the RD Supply and Offtake Agreement terms. Amendment 1 also made conforming amendments to certain other agreements relating to the Supply and Offtake Agreement. Renewables RD Supply and Offtake Agreement On May 26, 2023 (the “ Commencement Date ”), Vertex Renewables Alabama, LLC, an affiliate indirectly wholly-owned by the Company (“ Vertex Renewables ”), entered into a Supply and Offtake Agreement (the “ RD Supply and Offtake Agreement ”) with Macquarie, pertaining to the supply and financing of renewable biomass feedstocks used for the production of renewable fuels, the offtake and financing of renewable diesel, and the provision of certain financing accommodations with respect to certain agreed environmental attributes associated with the operation of such renewable diesel unit (including Renewable Identification Numbers (RINs), tax credits, and low carbon fuel credits) at the Mobile Refinery. The RD Supply and Offtake Agreement has a 24 month term following the Effective Date, which was May 26, 2023, subject to the performance of customary covenants, and may be terminated earlier following the occurrence of certain events of default and termination events provided therein that are customary for a facility of this size and type and subject to applicable cure periods in certain events. Additionally, either party may terminate the agreement at any time, for any reason, with not less than 180 days prior notice to the other. In the event Vertex Renewables is the terminating party, Vertex Refining must also at the same time, terminate that certain Supply and Offtake Agreement entered into with Macquarie dated April 1, 2022. Pursuant to the Supply and Offtake Agreement, we pay or receive certain fees from Macquarie based on changes in market prices over time. The following table summarizes the inventory intermediation fees, financing costs, which are included in cost of sale, and interest expenses (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Intermediation fee $ 5,580 $ 17,972 $ 11,805 $ 41,152 Inventory financing fees (include over/under) $ 1,977 $ 9,032 $ 4,243 $ 10,267 Interest expense and financing costs, net $ 2,346 $ 2,071 $ 7,450 $ 3,801 |
INVENTORY FINANCING AGREEMENT
INVENTORY FINANCING AGREEMENT | 9 Months Ended |
Sep. 30, 2023 | |
Inventory Disclosure [Abstract] | |
INVENTORY FINANCING AGREEMENT | INVENTORY The following table describes the Company's inventory balances by category (in thousands): As of September 30, 2023 As of December 31, 2022 Crude oil $ 75,303 $ 59,131 Renewable feedstocks 41,316 — Refined products 104,042 74,311 Re-refined products 2,024 2,031 Total hydrocarbon inventories $ 222,685 $ 135,473 The following table summarizes our outstanding obligations under our inventory financing agreements (in thousands): September 30, 2023 December 31, 2022 Obligations under inventory financing agreements $ 182,987 $ 119,189 Unamortized financing cost (500) (1,250) Obligations under inventory financing agreements, net $ 182,487 $ 117,939 The valuation of our obligations at the end of each reporting period requires that we make estimates of the prices and differentials for our then monthly forward purchase obligations. Supply and Offtake Agreement On April 1, 2022 (the “ Commencement Date ”), Vertex Refining entered into a Supply and Offtake Agreement (the “ Supply and Offtake Agreement ”) with Macquarie, pertaining to crude oil supply and offtake of finished products located at the Mobile Refinery acquired on April 1, 2022. Under the Supply and Offtake Agreement, Macquarie purchases the majority of the crude oil utilized at the Mobile Refinery and holds legal title prior to its sale to Vertex Refining for consumption within the Mobile Refinery processing units. Also pursuant to the Supply and Offtake Agreement, Macquarie purchases from Vertex Refining substantially all of the Mobile Refinery’s output of certain refined products and owns such refined products while they are located within certain specified locations at the Mobile Refinery. Macquarie takes title to the refined products stored in our storage tanks until they are sold. We record the inventory owned by Macquarie on our behalf as inventory with a corresponding accrued liability on our balance sheet because we maintain the risk of loss until the refined products are sold to third parties and we have an obligation to repurchase it. Pursuant to the Supply and Offtake Agreement and subject to the terms and conditions therein, Macquarie may during the term of the Supply and Offtake Agreement procure crude oil and refined products from certain third parties which may be sold to Vertex Refining or third parties (including customers of Vertex Refining) pursuant to the Supply and Offtake Agreement. The Supply and Offtake Agreement expires March 31, 2024, subject to the performance of customary covenants, and certain events of default and termination events provided therein, for a facility of that size and type. Additionally, either party may terminate the agreement at any time, for any reason, with no less than 180 days prior notice to the other. Amendment No. 1 to Supply and Offtake Agreement In connection with the entry into the RD Supply and Offtake Agreement, discussed below, Macquarie, Vertex Refining and the Company, entered into Amendment Agreement No. 1 to the Supply and Offtake Agreement (“ Amendment 1 ”). Pursuant to Amendment 1, the Supply and Offtake Agreement was amended to include certain additional documents relating to the RD Supply and Offtake Agreement as transaction documents, and to update such Supply and Offtake Agreement in connection therewith, to amend the unwind procedures associated with the Supply and Offtake Agreement, and to update or revise certain other covenants set forth in the Supply and Offtake Agreement relating to cross defaults, finance agreements, minimum liquidity, and guarantor requirements, to be conformed with changes made to analogous provisions in, or to otherwise account for, the RD Supply and Offtake Agreement terms. Amendment 1 also made conforming amendments to certain other agreements relating to the Supply and Offtake Agreement. Renewables RD Supply and Offtake Agreement On May 26, 2023 (the “ Commencement Date ”), Vertex Renewables Alabama, LLC, an affiliate indirectly wholly-owned by the Company (“ Vertex Renewables ”), entered into a Supply and Offtake Agreement (the “ RD Supply and Offtake Agreement ”) with Macquarie, pertaining to the supply and financing of renewable biomass feedstocks used for the production of renewable fuels, the offtake and financing of renewable diesel, and the provision of certain financing accommodations with respect to certain agreed environmental attributes associated with the operation of such renewable diesel unit (including Renewable Identification Numbers (RINs), tax credits, and low carbon fuel credits) at the Mobile Refinery. The RD Supply and Offtake Agreement has a 24 month term following the Effective Date, which was May 26, 2023, subject to the performance of customary covenants, and may be terminated earlier following the occurrence of certain events of default and termination events provided therein that are customary for a facility of this size and type and subject to applicable cure periods in certain events. Additionally, either party may terminate the agreement at any time, for any reason, with not less than 180 days prior notice to the other. In the event Vertex Renewables is the terminating party, Vertex Refining must also at the same time, terminate that certain Supply and Offtake Agreement entered into with Macquarie dated April 1, 2022. Pursuant to the Supply and Offtake Agreement, we pay or receive certain fees from Macquarie based on changes in market prices over time. The following table summarizes the inventory intermediation fees, financing costs, which are included in cost of sale, and interest expenses (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Intermediation fee $ 5,580 $ 17,972 $ 11,805 $ 41,152 Inventory financing fees (include over/under) $ 1,977 $ 9,032 $ 4,243 $ 10,267 Interest expense and financing costs, net $ 2,346 $ 2,071 $ 7,450 $ 3,801 |
PREPAID EXPENSES AND OTHER CURR
PREPAID EXPENSES AND OTHER CURRENT ASSETS | 9 Months Ended |
Sep. 30, 2023 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
PREPAID EXPENSES AND OTHER CURRENT ASSETS | PREPAID EXPENSES AND OTHER CURRENT ASSETS The following table describes the Company's prepaid expenses and other current assets balances (in thousands): September 30, 2023 December 31, 2022 Prepaid insurance $ 14,608 $ 8,356 Commodity derivative advance 2,081 5,472 Renewable volume obligation (RVO) assets 2,762 2,001 Other prepaid expenses 7,558 5,160 Inventory financing deposit 23,644 10,329 Other current assets 6,662 5,342 Total prepaid expenses $ 57,315 $ 36,660 |
FIXED ASSETS, NET
FIXED ASSETS, NET | 9 Months Ended |
Sep. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
FIXED ASSETS, NET | FIXED ASSETS, NET Fixed assets consist of the following (in thousands): Useful Life September 30, 2023 December 31, 2022 Equipment 7 $ 269,640 $ 97,120 Furniture and fixtures 7 55 86 Leasehold improvements 15 2,852 2,852 Office equipment 5 1,476 1,433 Vehicles 5 15,004 9,212 Building 20 3,658 2,334 Turnarounds 4 21,170 18,964 Construction in progress 48,596 96,765 Land 9,768 9,168 Total fixed assets 372,219 237,934 Less accumulated depreciation (50,905) (36,185) Net fixed assets $ 321,314 $ 201,749 The increase in fixed assets is due to the investment in the Renewable Diesel unit project at the Mobile Refinery, which began April 1, 2022, and which includes construction in progress. Depreciation expense was $6.9 million and $3.3 million for the three months ended September 30, 2023 and 2022, respectively, for the continued operations. Depreciation expense was $16.1 million and $7.6 million for the nine months ended September 30, 2023 and 2022, respectively, for the continued operations. 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. |
INTANGIBLE ASSETS, NET
INTANGIBLE ASSETS, NET | 9 Months Ended |
Sep. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS, NET | INTANGIBLE ASSETS, NET Components of intangible assets (subject to amortization) consist of the following items: September 30, 2023 December 31, 2022 Useful Life Gross Accumulated Amortization Net Gross Net Customer relations 5 $ 978 $ 978 $ — $ 978 $ 974 $ 4 Vendor relations 10 4,778 4,624 154 4,778 4,575 203 Trademark/Trade name 15 887 645 242 887 608 279 TCEP Technology/Patent 15 13,287 9,502 3,785 13,287 8,838 4,449 Non-compete 3 197 197 — 197 197 — Software 3 9,344 4,783 4,561 9,387 2,495 6,892 Licensing Fee 30 2,500 35 2,465 — — — $ 31,971 $ 20,764 $ 11,207 $ 29,514 $ 17,687 $ 11,827 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 $1.0 million and $1.1 million for the three months ended September 30, 2023 and 2022, respectively. Total amortization expense of intangibles was $3.1 million and $2.7 million for the nine months ended September 30, 2023 and 2022, respectively. Estimated future amortization expense is as follows for each of the twelve months ended (in thousands): September 30, Balance 2024 $ 4,125 2025 2,596 2026 1,034 2027 1,031 2028 284 Thereafter 2,137 $ 11,207 |
ACCRUED EXPENSES
ACCRUED EXPENSES | 9 Months Ended |
Sep. 30, 2023 | |
Payables and Accruals [Abstract] | |
ACCRUED EXPENSES | ACCRUED EXPENSES Accrued expenses consisted of the following (in thousands): September 30, 2023 December 31, 2022 Accrued purchases $ 15,898 $ 21,185 Accrued interest — 1,488 Accrued compensation and benefits 5,763 6,530 Accrued income, real estate, sales and other taxes 3,756 1,102 RINS liabilities 42,909 51,355 Unearned Revenue 620 — Environmental liabilities - current 369 51 $ 69,315 $ 81,711 |
FINANCING AGREEMENTS
FINANCING AGREEMENTS | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
FINANCING AGREEMENTS | FINANCING AGREEMENTSThe Company's long-term debt consisted of the following as of September 30, 2023 and December 31, 2022 (in thousands): Creditor Loan Type September 30, 2023 December 31, 2022 Convertible Senior Note Convertible note $ 15,230 $ 95,178 Term Loan 2025 Loan 148,013 165,000 SBA Loan SBA Loan — 59 Various institutions Insurance premiums financed 10,071 5,602 Principal amount of long-term debt 173,314 265,839 Less: unamortized discount and deferred financing costs (29,983) (81,918) Total debt, net of unamortized discount and deferred financing costs 143,331 183,921 Less: current maturities (18,321) (13,911) Long-term debt, net of current maturities $ 125,010 $ 170,010 Future maturities of long-term debt, excluding financing lease obligations, as of September 30, 2023, are summarized as follows (in thousands): Period Ended September 30, Amount Due 2024 $ 18,321 2025 139,763 2026 — 2027 — 2028 15,230 Total $ 173,314 Insurance Premiums The Company financed insurance premiums through various financial institutions bearing interest at rates ranging from 3.24% to 6.25% per annum. All such premium finance agreements have maturities of less than one year and have a balance of $10.1 million at September 30, 2023 and $5.6 million at December 31, 2022. Term Loans Vertex Refining, the Company, as a guarantor, substantially all of the Company’s direct and indirect subsidiaries, as guarantors, certain funds as lenders (the “Lenders”), and Cantor Fitzgerald Securities, in its capacity as administrative agent and collateral agent for the Lenders (the “Agent”), entered into a Loan and Security Agreement on April 1, 2022 (as amended from time to time, the “Loan and Security Agreement”). Pursuant to the Loan and Security Agreement, the Lenders agreed to provide a $165 million term loan to Vertex Refining (the “Term Loan”). The Company paid off $17.0 million owed under the term loan during the nine months ended September 30, 2023. On September 30, 2022, the parties entered into a second amendment to the Loan and Security Agreement which (a) extended the date that the Company was required to begin initial commercial production of renewable diesel at the Mobile Refinery, from February 28, 2023 to April 28, 2023 (which date the Lender further agreed to extended until July 14, 2023), and provided other corresponding extensions of the milestones required to complete the Company’s capital project designed to modify the Mobile Refinery’s existing hydrocracking unit to produce renewable diesel fuel on a standalone basis, which as previously described, mechanical completion was achieved in connection with in March 2023; and (b) waived and extended certain deadlines and time periods for the Company to take other actions in connection with the Loan and Security Agreement. Warrant Agreement and Derivative Liabilities In connection with the April 1, 2022 Loan and Security Agreement, and as additional consideration for the Lenders agreeing to loan funds to the Company thereunder, the Company granted warrants to purchase 2.75 million shares of common stock of the Company to the Lenders (and/or their affiliates) (the “Initial Warrants”). The terms of the warrants are set forth in a Warrant Agreement entered into on April 1, 2022, between the Company and Continental Stock Transfer & Trust Company as warrant agent. In connection with the entry into an Amendment No. One to Loan Agreement, and as a required term and condition thereof, on May 26, 2022, the Company granted warrants (the “Additional Warrants” and together with the Initial Warrants, the “Warrants”) to purchase 250 thousand shares of the Company’s common stock to certain of the Lenders and their affiliates. The terms of the Additional Warrants are set forth in a Warrant Agreement entered into on May 26, 2022, between the Company and Continental Stock Transfer & Trust Company as warrant agent. Each Warrant holder has a put right to require the Company to repurchase any portion of the Warrants held by such holder concurrently with the consummation of a fundamental transaction, as defined in the Warrant Agreement. The fundamental transaction clause requires the Warrants to be classified as liabilities. The fair value of the Warrants is presented in “ Note 19. Fair Value Measurements ”, and warrant activities are presented in “ Note 17. Equity ”. Indenture and Convertible Senior Notes On November 1, 2021, we issued $155 million aggregate principal amount at maturity of our 6.25% Convertible Senior Notes due 2027 (the “ Convertible Senior 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 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 of 1933, as amended, pursuant to Securities Purchase Agreements. The issue price was 90% of the face amount of each note. On June 12, 2023, pursuant to the terms of certain separate, privately negotiated exchange agreements, the holders of $79.9 million principal amount of the Convertible Senior Notes due 2027, exchanged such principal amount of notes for an aggregate of 17.2 million newly issued shares of common stock. The Company also paid an aggregate of $1.0 million in cash to satisfy accrued and unpaid interest on the converted notes to the closing date of the exchanges. Upon the exchange, the Company recognized $40.7 million unamortized deferred loan cost and discount and $21.2 million inducement cost as interest expense. The components of the Convertible Senior Notes are presented as follows (in thousands) : September 30, 2023 December 31, 2022 Principal amounts at beginning of period $ 95,178 $ 155,000 Conversion of principal into common stock (79,948) (59,822) Outstanding principal amount 15,230 95,178 Unamortized discount and issuance costs (7,437) (51,005) Net carrying amount at end of period $ 7,793 $ 44,173 |
LEASES
LEASES | 9 Months Ended |
Sep. 30, 2023 | |
Leases [Abstract] | |
LEASES | LEASES Finance Leases The Company's finance lease liabilities consisted of the following as of September 30, 2023 and December 31, 2022 (in thousands): Creditor Loan Type September 30, 2023 December 31, 2022 Matheson Tri-Gas Finance Lease $ 44,440 $ 45,311 Plaquemines Finance Lease 1,045 1,169 Harvey Ford Finance Lease 41 47 DLL financial Finance Lease 19 — Centerpoint Blakely Finance Lease 23,503 — $ 69,048 $ 46,527 Future maturities of finance lease obligations, as of September 30, 2023, are summarized as follows (in thousands): Period Ended September 30, Amount Due 2024 $ 8,409 2025 8,409 2026 8,402 2027 8,399 2028 26,868 Thereafter 59,514 Total lease payments 120,001 Less: interest (50,953) Present value of financing lease liabilities $ 69,048 The following table summarizes the lease cost recognized in our consolidated statements of operations (in thousands): Three Months Ended September 30, Nine Months Ended September 30, Lease Cost Type 2023 2022 2023 2022 Amortization of finance lease ROU assets $ 984 $ 723 $ 2,753 $ 1,531 Interest on lease liabilities 1,540 1,364 4,474 2,741 Net finance lease costs $ 2,524 $ 2,087 $ 7,227 $ 4,272 Operating Leases Operating leases are included in operating lease right-of-use lease assets, and operating current and long-term lease liabilities on the consolidated balance sheets. Lease expense for operating leases is recognized on a straight-line basis over the lease term. Variable lease expense is recognized in the period in which the obligation for those payments is incurred. Lease expense for equipment is included in cost of revenues and other rents are included in selling, general and administrative expense on the unaudited consolidated statements of operations and are reported net of lease income. The following table summarizes the operating lease costs recognized (in thousands): Three Months Ended September 30, Nine Months Ended September 30, Lease Cost Type 2023 2022 2023 2022 Operating lease cost $ 6,462 $ 3,722 $ 14,494 $ 10,141 Variable lease cost 831 310 1,700 661 Short-term lease cost 3,987 797 12,794 1,319 Net lease cost $ 11,280 $ 4,829 $ 28,988 $ 12,121 Cash Flows The following table summarizes the supplemental cash flow information related to leases as follows (in thousands): Nine Months Ended September 30, Lease Cost Type 2023 2022 Cash paid for amounts included in the measurement of liabilities Payments on financing lease $ 1,469 $ 201 Payments on operating lease $ 14,494 $ 6,023 Non-cash supplemental amounts ROU assets obtained from new finance lease liabilities $ 23,990 $ 45,096 ROU assets obtained from new operating lease liabilities $ 36,856 $ 20,061 Maturities of our lease liabilities for all operating leases are as follows as of September 30, 2023 (in thousands): For the period ending September 30, Facilities Equipment Plant Railcar Total 2024 $ 626 $ 16,776 $ 8,007 $ 638 $ 26,047 2025 535 10,637 7,667 506 19,345 2026 452 5,058 7,553 389 13,452 2027 448 4,859 7,586 123 13,016 2028 451 1,110 7,609 — 9,170 Thereafter 1,520 — 82,913 — 84,433 Total lease payments 4,032 38,440 121,335 1,656 165,463 Less: interest (1,257) (5,025) (68,654) (113) (75,049) Present value of operating lease liabilities $ 2,775 $ 33,415 $ 52,681 $ 1,543 $ 90,414 The weighted average remaining lease terms and discount rates for all of our operating leases were as follows as of September 30, 2023: Remaining lease term and discount rate: September 30, 2023 Weighted average remaining lease terms (years) Finance lease 14.32 Lease facilities 5.86 Lease equipment 3.24 Lease plant 16.19 Lease railcar 1.65 Weighted average discount rate Finance lease 8.86 % Lease facilities 10.23 % Lease equipment 11.90 % Lease plant 12.28 % Lease railcar 10.07 % There are two plant leases that have multiple 5-year extension options for a total of 20 years, three plant leases with multiple 1-year extension options for a total of 20 years and eleven equipment leases with a 3-year extension option. These extension options have been included in the lease right-of-use asset and lease obligation. The Company will reassess the lease terms and purchase options when there is a significant change in circumstances or when the Company elects to exercise an option that had previously been determined that it was not reasonably certain to do so. |
LEASES | LEASES Finance Leases The Company's finance lease liabilities consisted of the following as of September 30, 2023 and December 31, 2022 (in thousands): Creditor Loan Type September 30, 2023 December 31, 2022 Matheson Tri-Gas Finance Lease $ 44,440 $ 45,311 Plaquemines Finance Lease 1,045 1,169 Harvey Ford Finance Lease 41 47 DLL financial Finance Lease 19 — Centerpoint Blakely Finance Lease 23,503 — $ 69,048 $ 46,527 Future maturities of finance lease obligations, as of September 30, 2023, are summarized as follows (in thousands): Period Ended September 30, Amount Due 2024 $ 8,409 2025 8,409 2026 8,402 2027 8,399 2028 26,868 Thereafter 59,514 Total lease payments 120,001 Less: interest (50,953) Present value of financing lease liabilities $ 69,048 The following table summarizes the lease cost recognized in our consolidated statements of operations (in thousands): Three Months Ended September 30, Nine Months Ended September 30, Lease Cost Type 2023 2022 2023 2022 Amortization of finance lease ROU assets $ 984 $ 723 $ 2,753 $ 1,531 Interest on lease liabilities 1,540 1,364 4,474 2,741 Net finance lease costs $ 2,524 $ 2,087 $ 7,227 $ 4,272 Operating Leases Operating leases are included in operating lease right-of-use lease assets, and operating current and long-term lease liabilities on the consolidated balance sheets. Lease expense for operating leases is recognized on a straight-line basis over the lease term. Variable lease expense is recognized in the period in which the obligation for those payments is incurred. Lease expense for equipment is included in cost of revenues and other rents are included in selling, general and administrative expense on the unaudited consolidated statements of operations and are reported net of lease income. The following table summarizes the operating lease costs recognized (in thousands): Three Months Ended September 30, Nine Months Ended September 30, Lease Cost Type 2023 2022 2023 2022 Operating lease cost $ 6,462 $ 3,722 $ 14,494 $ 10,141 Variable lease cost 831 310 1,700 661 Short-term lease cost 3,987 797 12,794 1,319 Net lease cost $ 11,280 $ 4,829 $ 28,988 $ 12,121 Cash Flows The following table summarizes the supplemental cash flow information related to leases as follows (in thousands): Nine Months Ended September 30, Lease Cost Type 2023 2022 Cash paid for amounts included in the measurement of liabilities Payments on financing lease $ 1,469 $ 201 Payments on operating lease $ 14,494 $ 6,023 Non-cash supplemental amounts ROU assets obtained from new finance lease liabilities $ 23,990 $ 45,096 ROU assets obtained from new operating lease liabilities $ 36,856 $ 20,061 Maturities of our lease liabilities for all operating leases are as follows as of September 30, 2023 (in thousands): For the period ending September 30, Facilities Equipment Plant Railcar Total 2024 $ 626 $ 16,776 $ 8,007 $ 638 $ 26,047 2025 535 10,637 7,667 506 19,345 2026 452 5,058 7,553 389 13,452 2027 448 4,859 7,586 123 13,016 2028 451 1,110 7,609 — 9,170 Thereafter 1,520 — 82,913 — 84,433 Total lease payments 4,032 38,440 121,335 1,656 165,463 Less: interest (1,257) (5,025) (68,654) (113) (75,049) Present value of operating lease liabilities $ 2,775 $ 33,415 $ 52,681 $ 1,543 $ 90,414 The weighted average remaining lease terms and discount rates for all of our operating leases were as follows as of September 30, 2023: Remaining lease term and discount rate: September 30, 2023 Weighted average remaining lease terms (years) Finance lease 14.32 Lease facilities 5.86 Lease equipment 3.24 Lease plant 16.19 Lease railcar 1.65 Weighted average discount rate Finance lease 8.86 % Lease facilities 10.23 % Lease equipment 11.90 % Lease plant 12.28 % Lease railcar 10.07 % There are two plant leases that have multiple 5-year extension options for a total of 20 years, three plant leases with multiple 1-year extension options for a total of 20 years and eleven equipment leases with a 3-year extension option. These extension options have been included in the lease right-of-use asset and lease obligation. The Company will reassess the lease terms and purchase options when there is a significant change in circumstances or when the Company elects to exercise an option that had previously been determined that it was not reasonably certain to do so. |
EQUITY
EQUITY | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
EQUITY | EQUITY Common Stock The total number of authorized shares of the Company’s common stock is 750 million shares, $0.001 par value per share. As of September 30, 2023 and December 31, 2022, there were 93,514,346 and 75,668,826, 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 nine months ended September 30, 2023, the Company issued 0.5 million shares of common stock in connection with the exercise of options, issued 0.1 million shares of restricted common stock in connection with compensation of board members, and issued 17.2 million shares of the Company's common stock in exchange for $79.9 million in Convertible Senior Notes. During the nine months ended September 30, 2022, the Company issued 0.4 million shares of common stock in connection with the conversion of Series A Convertible Preferred Stock, pursuant to the terms of such securities; issued 1.1 million shares of the Company's common stock in exchange for warrants to purchase 1.5 million shares of the Company's common stock with an exercise price of $2.25 per share (discussed in greater detail below); and issued 10.2 million shares of the Company's common stock in conversion of $59.8 million in Convertible Senior Notes. In addition, the Company issued 0.6 million shares of common stock in connection with the exercise of options. Warrant Exchange Agreement On March 24, 2022, the Company entered into an Exchange Agreement with Tensile Capital Partners Master Fund LP (" Tensile "). Tensile exchanged outstanding warrants to purchase 1.5 million shares of the Company’s common stock with an exercise price of $2.25 per share and an expiration date of July 25, 2029, for 1.1 million shares of the Company’s common stock, effectively resulting in a net cashless exercise of the warrants (which were cancelled in connection with the transaction), with the value of such surrendered shares based on the 5 day trailing volume weighted average price of the Company’s common stock. Conversion of Convertible Senior Notes On May 26, 2022, May 27, 2022, May 31, 2022, and June 1, 2022, holders of $59.8 million of the Company’s 6.25% Convertible Senior Notes due 2027, converted such notes into 10.2 million shares of common stock of the Company pursuant to the terms of the Indenture. Exchange of Convertible Senior Notes |
EARNINGS PER SHARE
EARNINGS PER SHARE | 9 Months Ended |
Sep. 30, 2023 | |
Earnings Per Share [Abstract] | |
EARNINGS PER SHARE | EARNINGS PER SHARE The following is a reconciliation of the numerator and denominator for basic and diluted income (loss) per share for the three months and nine months ended September 30, 2023 and 2022 (in thousands, except per share amounts): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Basic income (loss) per Share Numerator: Net income (loss) attributable to shareholders from continuing operations $ 19,843 $ 17,314 $ (61,375) $ (62,742) Net income attributable to shareholders from discontinued operations, net of tax — 4,920 53,680 13,031 Net income (loss) attributable to common shareholders $ 19,843 $ 22,234 $ (7,695) $ (49,711) Denominator: Weighted-average common shares outstanding 93,381 75,591 82,928 69,007 Basic income (loss) per common shares Continuing operations $ 0.21 $ 0.23 $ (0.74) $ (0.91) Discontinued operations, net of tax — 0.07 0.65 0.19 Basic income (loss) per share $ 0.21 $ 0.30 $ (0.09) $ (0.72) Diluted Income (Loss) per Share Numerator: Net income (loss) attributable to shareholders from continuing operations $ 19,843 $ 17,314 $ (61,375) $ (62,742) Fair value change on warrant derivative, net of tax (3,545) (12,313) — — Interest expense on convertible notes, net of tax 384 4,247 — — Adjusted net income (loss) attributable to shareholders from continuing operations 16,682 9,248 (61,375) (62,742) Net income available to shareholders from discontinued operations, net of tax — 4,920 53,680 13,031 Numerator for diluted income (loss) per common share $ 16,682 $ 14,168 $ (7,695) $ (49,711) Denominator: Weighted-average shares outstanding 93,381 75,591 82,928 69,007 Effect of dilutive securities Stock options 1,623 2,527 — — Warrants 2,835 2,835 — — Convertible notes 2,588 16,173 — — Diluted weighted-average shares outstanding* 100,427 97,126 82,928 69,007 Diluted income (loss) per common shares Diluted continuing operations $ 0.17 $ 0.10 $ (0.74) $ (0.91) Diluted discontinued operations, net of tax — 0.05 0.65 0.19 Diluted income (loss) per share $ 0.17 $ 0.15 $ (0.09) $ (0.72) The following table presents the potentially dilutive shares that were excluded from the computation of diluted net income (loss) per share of common stock attributable to common stockholders, because their effect was anti-dilutive (in thousands): Nine Months Ended September 30, 2023 2022 Stock options 1,853 2,516 Warrants 2,835 2,835 Convertible notes 2,588 16,173 7,276 21,524 |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | FAIR VALUE MEASUREMENTS The following tables present assets and liabilities accounted for at fair value on a recurring basis as of September 30, 2023 and December 31, 2022 (in thousands): September 30, 2023 Level 1 Level 2 Level 3 Total Derivative instruments, assets Commodity $ 4,991 $ — $ — $ 4,991 Derivative instruments, assets 4,991 — — 4,991 Derivative instruments, liabilities Derivative warrants — — (9,234) (9,234) Derivative instruments, liabilities — — (9,234) (9,234) Total $ 4,991 $ — $ (9,234) $ (4,243) December 31, 2022 Level 1 Level 2 Level 3 Total Derivative instruments, liabilities Commodity $ (242) $ — $ — $ (242) Derivative warrants — — (14,270) (14,270) Derivative instruments, liabilities (242) — (14,270) (14,512) Total $ (242) $ — $ (14,270) $ (14,512) Level 3 instruments include the Initial Warrants and Additional Warrants granted in connection with the Loan and Security Agreement, s ee Note 15 "Financing Agreements" . We revalued the 2.8 million warrants granted and outstanding at September 30, 2023 using the Dynamic Black-Scholes model that computes the impact of a possible change in control transaction upon the exercise of the warrant shares. The Dynamic Black-Scholes Merton unobservable inputs used were as follows: Dynamic Black-Scholes Merton Unobservable Inputs Initial Warrants Additional Warrants Expected dividend rate — % — % Expected volatility 114.56 % 111.92 % Risk free interest rate 4.80 % 4.70 % Expected term 3.5 4.2 The following is an analysis of changes in the derivative liability classified as level 3 in the fair value hierarchy as of September 30, 2023 and December 31, 2022 (in thousands): Level Three Roll-Forward September 30, 2023 December 31, 2022 Balance at beginning of period $ 14,270 $ 75,211 Warrants granted — 25,669 Equity component of the convertible senior note — (78,789) Change in valuation of warrants included in net income (5,036) (7,821) Balance at end of period $ 9,234 $ 14,270 See Note 20 "Commodity Derivative Instruments" , below for information on the impact on results of operations of our commodity derivative instruments. |
COMMODITY DERIVATIVE INSTRUMENT
COMMODITY DERIVATIVE INSTRUMENTS | 9 Months Ended |
Sep. 30, 2023 | |
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, gas and soybean 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 September 30, 2023 and December 31, 2022, are summarized in the following table. The notional amount is equal to the total net volumetric derivative position during the period indicated. The fair value of the crude oil futures agreements is based on the difference between the strike price and the New York Mercantile Exchange and Brent Complex futures price for the applicable trading months. As of September 30, 2023 Contract Type Contract Period Weighted Average Strike Price (Barrels) Remaining Volume (Barrels) Fair Value (in thousands) (in thousands) Futures Sept 2023 - Nov 2023 $ 38.15 12 $ 1 Futures Sept 2023 - Dec 2023 $ 38.81 38 $ 27 Futures Sept 2023 - Dec 2023 $ 25.31 267 $ 709 Swap Sept 2023 - Nov 2023 $ 1.59 9 $ (14) Swap Sept 2023 - Nov 2023 $ 6.76 4 $ 27 Swap Sept 2023 - Nov 2023 $ 10.89 480 $ 544 Swap Aug. 2023 - Oct. 2023 $ 12.17 1,470 $ 1,789 Swap Sept 2023 - Nov 2023 $ 7.2 1,470 $ 1,058 Swap Sept 2023 - Dec 2023 $ 5.78 1,470 $ 850 As of December 31, 2022 Contract Type Contract Period Weighted Average Strike Price (Barrels) Remaining Volume (Barrels) Fair Value (in thousands) (in thousands) Swap Nov. 2022 - Feb. 2023 $ 4.19 5 $ (42) Swap Nov. 2022 - Feb. 2023 $ 5.51 3 $ (27) Futures Sept. 2022 - Dec. 2022 $ 32.14 25 $ 76 Futures Sept. 2022 - Dec. 2022 $ 23.57 35 $ (92) Futures Nov. 2022 - Feb. 2023 $ 33.71 10 $ (23) Futures Sept. 2022 - Dec. 2022 $ 23.75 10 $ 30 Futures Dec. 2022 - Mar. 2023 $ 36.08 35 $ (74) Futures Dec. 2022 - Apr. 2023 $ 35.97 1,000 $ (1,100) Futures Dec. 2022 - May. 2023 $ 35.81 1,000 $ (1,070) Futures Dec. 2022 - Jun. 2023 $ 35.60 1,000 $ 2,080 The carrying values of the Company’s derivatives positions and their locations on the consolidated balance sheets as of September 30, 2023 and December 31, 2022 are presented in the table below (in thousands): Balance Sheet Classification Contract Type September 30, 2023 December 31, 2022 Crude oil futures $ — $ 2,186 Soybean oil futures 709 (69) Crude oil futures 28 (2,359) Gas swap 557 — Crude oil swap 3,697 — Derivative commodity asset(liability) $ 4,991 $ (242) For the three months ended September 30, 2023 and 2022, we recognized $1.9 million and $11.0 million of loss, respectively, on commodity derivative contracts on the consolidated statements of operations as part of our cost of revenues. For the nine months ended September 30, 2023 and 2022, we recognized $0.2 million and $87.2 million of loss, respectively, on commodity derivative contracts on the consolidated statements of operations as part of our cost of revenues. |
INCOME TAXES
INCOME TAXES | 9 Months Ended |
Sep. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES The Company recognized income tax expense of $12.2 million and $0 on continued operations for the three months ended September 30, 2023 and 2022, respectively. The Company recognized income tax benefit of $15.4 million and $0 on continued operations for the nine months ended September 30, 2023 and 2022, respectively. At the end of each interim period, the Company estimates the effective tax rate expected to be applicable for the full fiscal year and this rate is applied to the results for the year-to-date period, and then adjusted for any discrete period items. For the nine-month period ended September 30, 2023, the variance between the Company’s effective tax rate and the U.S. statutory rate of 21% is primarily attributable to state tax, non-deductible expenses and income attributable to non-controlling interest. For the same period in 2022, the variance was also due to a full valuation allowance. The Company also recognized income tax expense of $0 million and $19.2 million on discontinued operations for the three and nine months ended September 30, 2023, respectively. Refer to “ Note 23. Discontinued Operations ” for more information. |
NON-CONTROLLING INTERESTS
NON-CONTROLLING INTERESTS | 9 Months Ended |
Sep. 30, 2023 | |
Noncontrolling Interest [Abstract] | |
NON-CONTROLLING INTERESTS | NON-CONTROLLING INTERESTSVertex 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 (loss) for the three and nine months ended September 30, 2023 and 2022, and then added the loss or deducted the net 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. The below table represents the net income (loss) of VRMLA for the three and nine months ended September 30, 2023 and 2022 (in thousands). Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Net income (loss) consolidated $ (633) $ (100) $ (842) $ 110 Income (loss) attributed to Non-controlling entity $ (310) $ (49) $ (413) $ 54 |
DISCONTINUED OPERATIONS
DISCONTINUED OPERATIONS | 9 Months Ended |
Sep. 30, 2023 | |
Discontinued Operations and Disposal Groups [Abstract] | |
DISCONTINUED OPERATIONS | DISCONTINUED OPERATIONS On February 1, 2023, the Company sold all of its equity interests in Vertex OH, which owned our Heartland refinery located in Columbus, Ohio (the “ Heartland Refinery ”), for $87.3 million net cash settlement. The sale also included all property and assets owned by Vertex OH, including inventory associated with the Heartland Refinery, and all real and leased property and permits owned by Vertex OH, and all used motor oil collection and recycling assets and operations owned by Vertex OH. On June 9, 2023, the Company received $4.8 million as a net working capital adjustment settlement pursuant to the sale agreement. Accordingly, the Company has presente d this division (i. e., the Heartland Assets and Operations) as discontinued operations. The following summarized financial information has been segregated from continuing operations and reported as discontinued operations for the three and nine months ended September 30, 2023, and 2022 (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Revenues $ — $ 22,859 $ 7,366 $ 65,618 Cost of revenues (exclusive of depreciation shown separately below) — 14,953 4,589 37,871 Depreciation and amortization attributable to costs of revenues — 394 124 1,176 Gross profit — 7,512 2,653 26,571 Operating expenses: Selling, general and administrative expenses (exclusive of depreciation shown separately below) — 2,534 632 6,472 Depreciation and amortization expense attributable to operating expenses — 63 21 188 Total operating expenses — 2,597 653 6,660 Income from operations — 4,915 2,000 19,911 Other income (expense) Interest expense — (10) — (33) Total other expense — (10) — (33) Income before income tax — 4,905 2,000 19,878 Income tax expense — — (528) — Gain on sale of discontinued operations, net of $0 and $18,671 of tax for three and nine months ended September 30, 2023 — — 52,208 — Income from discontinued operations, net of tax $ — $ 4,905 $ 53,680 $ 19,878 The assets and liabilities held for sale on the Consolidated Balance Sheets as of December 31, 2022 are as follows (in thousands): December 31, 2022 ASSETS Accounts receivable, net $ 7,490 Inventory 1,674 Prepaid expenses 183 Total current assets 9,347 Fixed assets, at cost 19,746 Less accumulated depreciation (9,140) Fixed assets, net 10,606 Operating lease right-of use assets 44 Intangible assets, net 563 Total noncurrent assets 11,213 Assets held for sale $ 20,560 LIABILITIES AND EQUITY Current liabilities Accounts payable $ 2,750 Accrued expenses 629 Operating lease liability 45 Liabilities held for sale $ 3,424 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
Sep. 30, 2023 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | RELATED PARTY TRANSACTIONS Related Parties From time to time, the Company consults Ruddy Gregory, PLLC., a related party law firm of which James Gregory, a former member of the Board of Directors and the General Counsel and Secretary of the Company, serves as a partner. During the three months ended September 30, 2023 and 2022, we paid $193 thousand and $98 thousand, respectively. During the nine months ended September 30, 2023 and 2022, we paid $572 thousand and $479 thousand, respectively, to such law firm for services rendered, which services include the drafting and negotiation of, and due diligence associated with, the September 2021 Asset Purchase Agreement whereby the Company originally planned to sell its UMO Business, which was subsequently terminated in January 2023, and agreement related to the Mobile Refinery acquisition, and related transactions, including the Loan and Security Agreement and Supply and Offtake Agreements. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTSNone. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Pay vs Performance Disclosure | ||||
Net Income (Loss) Attributable to Parent | $ 19,843 | $ 22,234 | $ (7,695) | $ (49,283) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Sep. 30, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
SUMMARY OF CRITICAL ACCOUNTIN_2
SUMMARY OF CRITICAL ACCOUNTING POLICIES AND ESTIMATES (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Cash, Cash Equivalents and Restricted Cash | Cash, Cash Equivalents and Restricted CashThe Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. |
New Accounting Pronouncements | New Accounting Pronouncements The Company has not identified any recent accounting pronouncements that are expected to have a material impact on our financial condition, results of operations or cash flows upon adoption. |
MOBILE REFINERY ACQUISITION (Ta
MOBILE REFINERY ACQUISITION (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Business Combinations [Abstract] | |
Schedule of Business Acquisitions, by Acquisition | The following table summarizes the determination and recognition of assets acquired (in thousands): Financing Agreement Vertex Acquisition Total Inventory $ 124,311 $ 5,909 $ 130,220 Prepaid assets — 147 147 Fixed assets — 97,158 97,158 Total purchase price $ 124,311 $ 103,214 $ 227,525 |
Summarized Results of Operations | The following table presents summarized results of operations of the Mobile Refinery for the three and nine months ended September 30, 2022, which are included in the accompanying consolidated statements of operations for the periods ended September 30, 2022 (in thousands): For Three Months Ended September 30, For Nine Months Ended September 30, 2022 2022 Revenue $ 733,521 $ 1,655,717 Net income (loss) $ 18,370 $ (5,592) |
Schedule of Pro Forma Information | The following table presents unaudited pro forma results of operations reflecting the acquisition of the Mobile Refinery as if the acquisition had occurred as of January 1, 2022. This information has been compiled from current and historical financial statements and is not necessarily indicative of the results that actually would have been achieved had the transaction occurred at the beginning of the periods presented or that may be achieved in the future (in thousands): For Nine Months Ended September 30, 2022 Revenue $ 2,406,617 Net income $ 49,509 |
REVENUES (Tables)
REVENUES (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Disaggregation of Revenue | The following tables present our revenues disaggregated by geographical market and revenue source (in thousands): Three Months Ended September 30, 2023 Refining & Black Oil & Recovery Corporate and Eliminations Consolidated Primary Geographical Markets Gulf Coast $ 978,712 $ 44,327 $ (4,632) $ 1,018,407 Sources of Revenue Refined products: Gasolines $ 199,768 $ — $ — $ 199,768 Jet Fuels 188,791 — — 188,791 Diesel 194,564 — — 194,564 Renewable 142,195 — — 142,195 Other refinery products (1) 241,487 38,642 (4,632) 275,497 Re-refined products: Pygas 3,898 — — 3,898 Metals (2) — 1,965 — 1,965 Other re-refined products (3) 611 1,001 — 1,612 Services and credits: Terminalling 7,398 — — 7,398 Oil collection services — 2,719 — 2,719 Total revenues $ 978,712 $ 44,327 $ (4,632) $ 1,018,407 Three Months Ended September 30, 2022 Refining & Black Oil & Recovery Corporate and Eliminations Consolidated Primary Geographical Markets Gulf Coast $ 766,768 $ 42,761 $ — $ 809,529 Sources of Revenue Refined products: Gasolines $ 171,023 $ — $ — $ 171,023 Jet Fuels 138,962 — — 138,962 Diesel 276,355 — — 276,355 Other refinery products (1) 161,850 37,607 — 199,457 Re-refined products: Pygas 15,285 — — 15,285 Metals (2) — 4,060 — 4,060 Other re-refined products (3) 1,149 527 — 1,676 Services: Terminalling 2,144 — — 2,144 Oil collection services — 567 — 567 Total revenues $ 766,768 $ 42,761 $ — $ 809,529 Nine Months Ended September 30, 2023 Refining & Black Oil & Recovery Corporate and Eliminations Consolidated Primary Geographical Markets Gulf Coast $ 2,349,459 $ 104,758 $ (9,775) $ 2,444,442 Sources of Revenue Refined products: Gasolines $ 517,875 $ — $ — $ 517,875 Jet Fuels 437,640 — — 437,640 Diesel 535,839 — — 535,839 Renewable 197,498 — — 197,498 Other refinery products (1) 633,600 89,863 (9,775) 713,688 Re-refined products: Pygas 12,745 — — 12,745 Metals (2) — 8,404 — 8,404 Other re-refined products (3) 1,129 2,508 — 3,637 Services and credits: Terminalling 13,133 — — 13,133 Oil collection services — 3,983 — 3,983 Total revenues $ 2,349,459 $ 104,758 $ (9,775) $ 2,444,442 Nine Months Ended September 30, 2022 Refining & Black Oil & Recovery Corporate and Eliminations Consolidated Primary Geographical Markets Gulf Coast $ 1,767,877 $ 145,558 $ — $ 1,913,435 Sources of Revenue Refined products: Gasolines $ 432,173 $ — $ — $ 432,173 Jet Fuels 282,650 — — 282,650 Diesel 620,580 — — 620,580 Other refinery products (1) 385,641 129,078 — 514,719 Re-refined products: Pygas 40,660 — — 40,660 Metals (2) — 13,080 — 13,080 Other re-refined products (3) 1,721 1,780 — 3,501 Services: Terminalling 4,452 — — 4,452 Oil collection services — 1,620 — 1,620 Total revenues $ 1,767,877 $ 145,558 $ — $ 1,913,435 (1) Other refinery products include the sales of renewable diesel, base oil, cutterstock and hydrotreated VGO, LPGs, sulfur and vacuum tower bottoms (VTB). (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. |
SEGMENT REPORTING (Tables)
SEGMENT REPORTING (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Segment Reporting [Abstract] | |
Schedule of the Company's Reportable Segment Information | Segment information for the three and nine months ended September 30, 2023 and 2022 is as follows (in thousands): Three Months Ended September 30, 2023 Refining & Black Oil & Recovery Corporate and Eliminations Total Revenues: Refined products $ 966,805 $ 38,642 $ (4,632) $ 1,000,815 Re-refined products 4,509 2,966 — 7,475 Services 7,398 2,719 — 10,117 Total revenues 978,712 44,327 (4,632) 1,018,407 Cost of revenues (exclusive of depreciation and amortization shown separately below) 893,612 36,569 (4,639) 925,542 Depreciation and amortization attributable to costs of revenues 6,527 1,369 — 7,896 Gross profit 78,573 6,389 7 84,969 Selling, general and administrative expenses 31,485 5,231 6,421 43,137 Depreciation and amortization attributable to operating expenses 829 38 166 1,033 Income (loss) from operations 46,259 1,120 (6,580) 40,799 Other income (expenses) Other income (expense) — (167) 34 (133) Gain on change in value of derivative warrant liabilities — — 4,621 4,621 Interest expense (4,394) (41) (9,088) (13,523) Net income (loss) $ 41,865 $ 912 $ (11,013) $ 31,764 Capital expenditures $ 20,875 $ 8,449 $ — $ 29,324 Three Months Ended September 30, 2022 Refining & Black Oil & Recovery Corporate and Eliminations Total Revenues: Refined products $ 748,190 $ 37,607 $ — $ 785,797 Re-refined products 16,434 4,587 — 21,021 Services 2,144 567 — 2,711 Total revenues 766,768 42,761 — 809,529 Cost of revenues (exclusive of depreciation and amortization shown separately below) 714,976 34,678 — 749,654 Depreciation and amortization attributable to costs of revenues 3,111 938 — 4,049 Gross profit 48,681 7,145 — 55,826 Selling, general and administrative expenses 28,269 4,803 4,070 37,142 Depreciation and amortization attributable to operating expenses 850 38 231 1,119 Income (loss) from operations 19,562 2,304 (4,301) 17,565 Other income (expenses) Other income — 416 — 416 Gain on change in value of derivative warrant liabilities — — 12,312 12,312 Interest expense (3,444) — (9,584) (13,028) Net income (loss) $ 16,118 $ 2,720 $ (1,573) $ 17,265 Capital expenditures $ 26,333 $ 412 $ — $ 26,745 Nine Months Ended September 30, 2023 Refining & Black Oil & Recovery Corporate and Eliminations Total Revenues: Refined products $ 2,322,452 $ 89,863 $ (9,775) $ 2,402,540 Re-refined products 13,874 10,912 — 24,786 Services 13,133 3,983 — 17,116 Total revenues 2,349,459 104,758 (9,775) 2,444,442 Cost of revenues (exclusive of depreciation and amortization shown separately below) 2,194,382 90,250 (10,089) 2,274,543 Depreciation and amortization attributable to costs of revenues 15,389 3,474 — 18,863 Gross profit 139,688 11,034 314 151,036 Selling, general and administrative expenses 90,940 14,535 22,240 127,715 Depreciation and amortization attributable to operating expenses 2,459 114 504 3,077 Income (loss) from operations 46,289 (3,615) (22,430) 20,244 Other income (expenses) Other income — 989 34 1,023 Gain on change in value of derivative warrant liabilities — — 5,036 5,036 Interest expense (12,799) (126) (90,611) (103,536) Net income (loss) $ 33,490 $ (2,752) $ (107,971) $ (77,233) Capital expenditures $ 118,545 $ 16,123 $ — $ 134,668 Nine Months Ended September 30, 2022 Refining & Black Oil & Recovery Corporate and Eliminations Total Revenues: Refined products $ 1,721,044 $ 129,078 $ — $ 1,850,122 Re-refined products 42,381 14,860 — 57,241 Services 4,452 1,620 — 6,072 Total revenues 1,767,877 145,558 — 1,913,435 Cost of revenues (exclusive of depreciation and amortization shown separately below) 1,707,746 110,041 — 1,817,787 Depreciation and amortization attributable to costs of revenues 6,339 2,800 — 9,139 Gross profit 53,792 32,717 — 86,509 Selling, general and administrative expenses 53,073 13,125 23,841 90,039 Depreciation and amortization attributable to operating expenses 1,784 142 729 2,655 Income (loss) from operations (1,065) 19,450 (24,570) (6,185) Other income (expenses) Other income 18 1,041 — 1,059 Gain on change in value of derivative warrant liabilities — — 7,788 7,788 Interest expense (6,694) (51) (58,216) (64,961) Net income (loss) $ (7,741) $ 20,440 $ (74,998) $ (62,299) Capital expenditures $ 142,927 $ 2,830 $ — $ 145,757 Total assets by segment were as follows (in thousands): As of September 30, 2023 Refining & Black Oil & Recovery Corporate and Eliminations Consolidated Total assets $ 697,129 $ 115,820 $ 79,729 $ 892,678 As of December 31, 2022 Refining & Black Oil & Recovery Corporate and Eliminations Consolidated Total assets $ 410,975 $ 105,109 $ 173,301 $ 689,385 |
ACCOUNTS RECEIVABLE (Tables)
ACCOUNTS RECEIVABLE (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Receivables [Abstract] | |
Schedule of Accounts Receivable | Accounts receivable, net, consists of the following at September 30, 2023 and December 31, 2022 (in thousands): September 30, 2023 December 31, 2022 Accounts receivable trade $ 38,220 $ 36,098 Allowance for doubtful accounts (1,404) (1,550) Accounts receivable, net $ 36,816 $ 34,548 |
CONCENTRATIONS OF RISK AND SI_2
CONCENTRATIONS OF RISK AND SIGNIFICANT CUSTOMERS (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Concentrations | At September 30, 2023 and 2022 and for each of the nine months then ended, the Company’s revenues and receivables were comprised of the following customer concentrations, which exceeded 10% of total revenue: As of and for the Nine Months Ended September 30, 2023 September 30, 2022 % of % of % of % of Customer 1 35% 2% 40% 2% Customer 2 33% 25% 22% 50% For each of the three and nine months ended September 30, 2023 and 2022, the Company’s segment revenues were comprised of the following customer concentrations: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Refining Black Oil and Recovery Refining Black Oil and Recovery Refining Black Oil and Recovery Refining Black Oil and Recovery Customer 1 34% —% 19% —% 36% —% 43% —% Customer 2 32% —% 14% —% 34% —% 24% —% |
INVENTORY (Tables)
INVENTORY (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | The following table describes the Company's inventory balances by category (in thousands): As of September 30, 2023 As of December 31, 2022 Crude oil $ 75,303 $ 59,131 Renewable feedstocks 41,316 — Refined products 104,042 74,311 Re-refined products 2,024 2,031 Total hydrocarbon inventories $ 222,685 $ 135,473 The following table summarizes our outstanding obligations under our inventory financing agreements (in thousands): September 30, 2023 December 31, 2022 Obligations under inventory financing agreements $ 182,987 $ 119,189 Unamortized financing cost (500) (1,250) Obligations under inventory financing agreements, net $ 182,487 $ 117,939 |
INVENTORY FINANCING AGREEMENT (
INVENTORY FINANCING AGREEMENT (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | The following table describes the Company's inventory balances by category (in thousands): As of September 30, 2023 As of December 31, 2022 Crude oil $ 75,303 $ 59,131 Renewable feedstocks 41,316 — Refined products 104,042 74,311 Re-refined products 2,024 2,031 Total hydrocarbon inventories $ 222,685 $ 135,473 The following table summarizes our outstanding obligations under our inventory financing agreements (in thousands): September 30, 2023 December 31, 2022 Obligations under inventory financing agreements $ 182,987 $ 119,189 Unamortized financing cost (500) (1,250) Obligations under inventory financing agreements, net $ 182,487 $ 117,939 |
Schedule of Inventory Cost | The following table summarizes the inventory intermediation fees, financing costs, which are included in cost of sale, and interest expenses (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Intermediation fee $ 5,580 $ 17,972 $ 11,805 $ 41,152 Inventory financing fees (include over/under) $ 1,977 $ 9,032 $ 4,243 $ 10,267 Interest expense and financing costs, net $ 2,346 $ 2,071 $ 7,450 $ 3,801 |
PREPAID EXPENSES AND OTHER CU_2
PREPAID EXPENSES AND OTHER CURRENT ASSETS (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Prepaid Expenses and Other Current Assets | The following table describes the Company's prepaid expenses and other current assets balances (in thousands): September 30, 2023 December 31, 2022 Prepaid insurance $ 14,608 $ 8,356 Commodity derivative advance 2,081 5,472 Renewable volume obligation (RVO) assets 2,762 2,001 Other prepaid expenses 7,558 5,160 Inventory financing deposit 23,644 10,329 Other current assets 6,662 5,342 Total prepaid expenses $ 57,315 $ 36,660 |
FIXED ASSETS, NET (Tables)
FIXED ASSETS, NET (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Fixed Assets | Fixed assets consist of the following (in thousands): Useful Life September 30, 2023 December 31, 2022 Equipment 7 $ 269,640 $ 97,120 Furniture and fixtures 7 55 86 Leasehold improvements 15 2,852 2,852 Office equipment 5 1,476 1,433 Vehicles 5 15,004 9,212 Building 20 3,658 2,334 Turnarounds 4 21,170 18,964 Construction in progress 48,596 96,765 Land 9,768 9,168 Total fixed assets 372,219 237,934 Less accumulated depreciation (50,905) (36,185) Net fixed assets $ 321,314 $ 201,749 |
INTANGIBLE ASSETS, NET (Tables)
INTANGIBLE ASSETS, NET (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | Components of intangible assets (subject to amortization) consist of the following items: September 30, 2023 December 31, 2022 Useful Life Gross Accumulated Amortization Net Gross Net Customer relations 5 $ 978 $ 978 $ — $ 978 $ 974 $ 4 Vendor relations 10 4,778 4,624 154 4,778 4,575 203 Trademark/Trade name 15 887 645 242 887 608 279 TCEP Technology/Patent 15 13,287 9,502 3,785 13,287 8,838 4,449 Non-compete 3 197 197 — 197 197 — Software 3 9,344 4,783 4,561 9,387 2,495 6,892 Licensing Fee 30 2,500 35 2,465 — — — $ 31,971 $ 20,764 $ 11,207 $ 29,514 $ 17,687 $ 11,827 |
Schedule of Estimated Future Amortization Expense | Estimated future amortization expense is as follows for each of the twelve months ended (in thousands): September 30, Balance 2024 $ 4,125 2025 2,596 2026 1,034 2027 1,031 2028 284 Thereafter 2,137 $ 11,207 |
ACCRUED EXPENSES (Tables)
ACCRUED EXPENSES (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses | Accrued expenses consisted of the following (in thousands): September 30, 2023 December 31, 2022 Accrued purchases $ 15,898 $ 21,185 Accrued interest — 1,488 Accrued compensation and benefits 5,763 6,530 Accrued income, real estate, sales and other taxes 3,756 1,102 RINS liabilities 42,909 51,355 Unearned Revenue 620 — Environmental liabilities - current 369 51 $ 69,315 $ 81,711 |
FINANCING AGREEMENTS (Tables)
FINANCING AGREEMENTS (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Outstanding Debt Facilities | The Company's long-term debt consisted of the following as of September 30, 2023 and December 31, 2022 (in thousands): Creditor Loan Type September 30, 2023 December 31, 2022 Convertible Senior Note Convertible note $ 15,230 $ 95,178 Term Loan 2025 Loan 148,013 165,000 SBA Loan SBA Loan — 59 Various institutions Insurance premiums financed 10,071 5,602 Principal amount of long-term debt 173,314 265,839 Less: unamortized discount and deferred financing costs (29,983) (81,918) Total debt, net of unamortized discount and deferred financing costs 143,331 183,921 Less: current maturities (18,321) (13,911) Long-term debt, net of current maturities $ 125,010 $ 170,010 |
Schedule of Future Maturities of Notes Payable | Future maturities of long-term debt, excluding financing lease obligations, as of September 30, 2023, are summarized as follows (in thousands): Period Ended September 30, Amount Due 2024 $ 18,321 2025 139,763 2026 — 2027 — 2028 15,230 Total $ 173,314 |
Schedule of Debt | The components of the Convertible Senior Notes are presented as follows (in thousands) : September 30, 2023 December 31, 2022 Principal amounts at beginning of period $ 95,178 $ 155,000 Conversion of principal into common stock (79,948) (59,822) Outstanding principal amount 15,230 95,178 Unamortized discount and issuance costs (7,437) (51,005) Net carrying amount at end of period $ 7,793 $ 44,173 |
LEASES (Tables)
LEASES (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Leases [Abstract] | |
Schedule of Lease Cost | The Company's finance lease liabilities consisted of the following as of September 30, 2023 and December 31, 2022 (in thousands): Creditor Loan Type September 30, 2023 December 31, 2022 Matheson Tri-Gas Finance Lease $ 44,440 $ 45,311 Plaquemines Finance Lease 1,045 1,169 Harvey Ford Finance Lease 41 47 DLL financial Finance Lease 19 — Centerpoint Blakely Finance Lease 23,503 — $ 69,048 $ 46,527 The following table summarizes the lease cost recognized in our consolidated statements of operations (in thousands): Three Months Ended September 30, Nine Months Ended September 30, Lease Cost Type 2023 2022 2023 2022 Amortization of finance lease ROU assets $ 984 $ 723 $ 2,753 $ 1,531 Interest on lease liabilities 1,540 1,364 4,474 2,741 Net finance lease costs $ 2,524 $ 2,087 $ 7,227 $ 4,272 The following table summarizes the operating lease costs recognized (in thousands): Three Months Ended September 30, Nine Months Ended September 30, Lease Cost Type 2023 2022 2023 2022 Operating lease cost $ 6,462 $ 3,722 $ 14,494 $ 10,141 Variable lease cost 831 310 1,700 661 Short-term lease cost 3,987 797 12,794 1,319 Net lease cost $ 11,280 $ 4,829 $ 28,988 $ 12,121 The following table summarizes the supplemental cash flow information related to leases as follows (in thousands): Nine Months Ended September 30, Lease Cost Type 2023 2022 Cash paid for amounts included in the measurement of liabilities Payments on financing lease $ 1,469 $ 201 Payments on operating lease $ 14,494 $ 6,023 Non-cash supplemental amounts ROU assets obtained from new finance lease liabilities $ 23,990 $ 45,096 ROU assets obtained from new operating lease liabilities $ 36,856 $ 20,061 Remaining lease term and discount rate: September 30, 2023 Weighted average remaining lease terms (years) Finance lease 14.32 Lease facilities 5.86 Lease equipment 3.24 Lease plant 16.19 Lease railcar 1.65 Weighted average discount rate Finance lease 8.86 % Lease facilities 10.23 % Lease equipment 11.90 % Lease plant 12.28 % Lease railcar 10.07 % |
Schedule of Finance Lease, Liability, Fiscal Year Maturity | Future maturities of finance lease obligations, as of September 30, 2023, are summarized as follows (in thousands): Period Ended September 30, Amount Due 2024 $ 8,409 2025 8,409 2026 8,402 2027 8,399 2028 26,868 Thereafter 59,514 Total lease payments 120,001 Less: interest (50,953) Present value of financing lease liabilities $ 69,048 |
Schedule of Maturities of Operating Lease Liabilities | Maturities of our lease liabilities for all operating leases are as follows as of September 30, 2023 (in thousands): For the period ending September 30, Facilities Equipment Plant Railcar Total 2024 $ 626 $ 16,776 $ 8,007 $ 638 $ 26,047 2025 535 10,637 7,667 506 19,345 2026 452 5,058 7,553 389 13,452 2027 448 4,859 7,586 123 13,016 2028 451 1,110 7,609 — 9,170 Thereafter 1,520 — 82,913 — 84,433 Total lease payments 4,032 38,440 121,335 1,656 165,463 Less: interest (1,257) (5,025) (68,654) (113) (75,049) Present value of operating lease liabilities $ 2,775 $ 33,415 $ 52,681 $ 1,543 $ 90,414 |
EARNINGS_PER SHARE (Tables)
EARNINGS PER SHARE (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of Reconciliation of Basic and Diluted Earnings (Loss) Per Share | The following is a reconciliation of the numerator and denominator for basic and diluted income (loss) per share for the three months and nine months ended September 30, 2023 and 2022 (in thousands, except per share amounts): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Basic income (loss) per Share Numerator: Net income (loss) attributable to shareholders from continuing operations $ 19,843 $ 17,314 $ (61,375) $ (62,742) Net income attributable to shareholders from discontinued operations, net of tax — 4,920 53,680 13,031 Net income (loss) attributable to common shareholders $ 19,843 $ 22,234 $ (7,695) $ (49,711) Denominator: Weighted-average common shares outstanding 93,381 75,591 82,928 69,007 Basic income (loss) per common shares Continuing operations $ 0.21 $ 0.23 $ (0.74) $ (0.91) Discontinued operations, net of tax — 0.07 0.65 0.19 Basic income (loss) per share $ 0.21 $ 0.30 $ (0.09) $ (0.72) Diluted Income (Loss) per Share Numerator: Net income (loss) attributable to shareholders from continuing operations $ 19,843 $ 17,314 $ (61,375) $ (62,742) Fair value change on warrant derivative, net of tax (3,545) (12,313) — — Interest expense on convertible notes, net of tax 384 4,247 — — Adjusted net income (loss) attributable to shareholders from continuing operations 16,682 9,248 (61,375) (62,742) Net income available to shareholders from discontinued operations, net of tax — 4,920 53,680 13,031 Numerator for diluted income (loss) per common share $ 16,682 $ 14,168 $ (7,695) $ (49,711) Denominator: Weighted-average shares outstanding 93,381 75,591 82,928 69,007 Effect of dilutive securities Stock options 1,623 2,527 — — Warrants 2,835 2,835 — — Convertible notes 2,588 16,173 — — Diluted weighted-average shares outstanding* 100,427 97,126 82,928 69,007 Diluted income (loss) per common shares Diluted continuing operations $ 0.17 $ 0.10 $ (0.74) $ (0.91) Diluted discontinued operations, net of tax — 0.05 0.65 0.19 Diluted income (loss) per share $ 0.17 $ 0.15 $ (0.09) $ (0.72) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following table presents the potentially dilutive shares that were excluded from the computation of diluted net income (loss) per share of common stock attributable to common stockholders, because their effect was anti-dilutive (in thousands): Nine Months Ended September 30, 2023 2022 Stock options 1,853 2,516 Warrants 2,835 2,835 Convertible notes 2,588 16,173 7,276 21,524 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value, by Balance Sheet Grouping | The following tables present assets and liabilities accounted for at fair value on a recurring basis as of September 30, 2023 and December 31, 2022 (in thousands): September 30, 2023 Level 1 Level 2 Level 3 Total Derivative instruments, assets Commodity $ 4,991 $ — $ — $ 4,991 Derivative instruments, assets 4,991 — — 4,991 Derivative instruments, liabilities Derivative warrants — — (9,234) (9,234) Derivative instruments, liabilities — — (9,234) (9,234) Total $ 4,991 $ — $ (9,234) $ (4,243) December 31, 2022 Level 1 Level 2 Level 3 Total Derivative instruments, liabilities Commodity $ (242) $ — $ — $ (242) Derivative warrants — — (14,270) (14,270) Derivative instruments, liabilities (242) — (14,270) (14,512) Total $ (242) $ — $ (14,270) $ (14,512) |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation | The Dynamic Black-Scholes Merton unobservable inputs used were as follows: Dynamic Black-Scholes Merton Unobservable Inputs Initial Warrants Additional Warrants Expected dividend rate — % — % Expected volatility 114.56 % 111.92 % Risk free interest rate 4.80 % 4.70 % Expected term 3.5 4.2 The following is an analysis of changes in the derivative liability classified as level 3 in the fair value hierarchy as of September 30, 2023 and December 31, 2022 (in thousands): Level Three Roll-Forward September 30, 2023 December 31, 2022 Balance at beginning of period $ 14,270 $ 75,211 Warrants granted — 25,669 Equity component of the convertible senior note — (78,789) Change in valuation of warrants included in net income (5,036) (7,821) Balance at end of period $ 9,234 $ 14,270 |
COMMODITY DERIVATIVE INSTRUME_2
COMMODITY DERIVATIVE INSTRUMENTS (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Derivative Instruments | The fair value of the crude oil futures agreements is based on the difference between the strike price and the New York Mercantile Exchange and Brent Complex futures price for the applicable trading months. As of September 30, 2023 Contract Type Contract Period Weighted Average Strike Price (Barrels) Remaining Volume (Barrels) Fair Value (in thousands) (in thousands) Futures Sept 2023 - Nov 2023 $ 38.15 12 $ 1 Futures Sept 2023 - Dec 2023 $ 38.81 38 $ 27 Futures Sept 2023 - Dec 2023 $ 25.31 267 $ 709 Swap Sept 2023 - Nov 2023 $ 1.59 9 $ (14) Swap Sept 2023 - Nov 2023 $ 6.76 4 $ 27 Swap Sept 2023 - Nov 2023 $ 10.89 480 $ 544 Swap Aug. 2023 - Oct. 2023 $ 12.17 1,470 $ 1,789 Swap Sept 2023 - Nov 2023 $ 7.2 1,470 $ 1,058 Swap Sept 2023 - Dec 2023 $ 5.78 1,470 $ 850 As of December 31, 2022 Contract Type Contract Period Weighted Average Strike Price (Barrels) Remaining Volume (Barrels) Fair Value (in thousands) (in thousands) Swap Nov. 2022 - Feb. 2023 $ 4.19 5 $ (42) Swap Nov. 2022 - Feb. 2023 $ 5.51 3 $ (27) Futures Sept. 2022 - Dec. 2022 $ 32.14 25 $ 76 Futures Sept. 2022 - Dec. 2022 $ 23.57 35 $ (92) Futures Nov. 2022 - Feb. 2023 $ 33.71 10 $ (23) Futures Sept. 2022 - Dec. 2022 $ 23.75 10 $ 30 Futures Dec. 2022 - Mar. 2023 $ 36.08 35 $ (74) Futures Dec. 2022 - Apr. 2023 $ 35.97 1,000 $ (1,100) Futures Dec. 2022 - May. 2023 $ 35.81 1,000 $ (1,070) Futures Dec. 2022 - Jun. 2023 $ 35.60 1,000 $ 2,080 |
Schedule of Fair Value of Derivative Instruments within Balance Sheet | The carrying values of the Company’s derivatives positions and their locations on the consolidated balance sheets as of September 30, 2023 and December 31, 2022 are presented in the table below (in thousands): Balance Sheet Classification Contract Type September 30, 2023 December 31, 2022 Crude oil futures $ — $ 2,186 Soybean oil futures 709 (69) Crude oil futures 28 (2,359) Gas swap 557 — Crude oil swap 3,697 — Derivative commodity asset(liability) $ 4,991 $ (242) |
NON-CONTROLLING INTERESTS (Tabl
NON-CONTROLLING INTERESTS (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Noncontrolling Interest [Abstract] | |
Schedule of Net Income (Loss) Attributable to Non-Controlling Interest | The below table represents the net income (loss) of VRMLA for the three and nine months ended September 30, 2023 and 2022 (in thousands). Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Net income (loss) consolidated $ (633) $ (100) $ (842) $ 110 Income (loss) attributed to Non-controlling entity $ (310) $ (49) $ (413) $ 54 |
DISCONTINUED OPERATIONS (Tables
DISCONTINUED OPERATIONS (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of Disposal Groups Including Discontinued Operations Income Statement and Balance Sheet | The following summarized financial information has been segregated from continuing operations and reported as discontinued operations for the three and nine months ended September 30, 2023, and 2022 (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Revenues $ — $ 22,859 $ 7,366 $ 65,618 Cost of revenues (exclusive of depreciation shown separately below) — 14,953 4,589 37,871 Depreciation and amortization attributable to costs of revenues — 394 124 1,176 Gross profit — 7,512 2,653 26,571 Operating expenses: Selling, general and administrative expenses (exclusive of depreciation shown separately below) — 2,534 632 6,472 Depreciation and amortization expense attributable to operating expenses — 63 21 188 Total operating expenses — 2,597 653 6,660 Income from operations — 4,915 2,000 19,911 Other income (expense) Interest expense — (10) — (33) Total other expense — (10) — (33) Income before income tax — 4,905 2,000 19,878 Income tax expense — — (528) — Gain on sale of discontinued operations, net of $0 and $18,671 of tax for three and nine months ended September 30, 2023 — — 52,208 — Income from discontinued operations, net of tax $ — $ 4,905 $ 53,680 $ 19,878 The assets and liabilities held for sale on the Consolidated Balance Sheets as of December 31, 2022 are as follows (in thousands): December 31, 2022 ASSETS Accounts receivable, net $ 7,490 Inventory 1,674 Prepaid expenses 183 Total current assets 9,347 Fixed assets, at cost 19,746 Less accumulated depreciation (9,140) Fixed assets, net 10,606 Operating lease right-of use assets 44 Intangible assets, net 563 Total noncurrent assets 11,213 Assets held for sale $ 20,560 LIABILITIES AND EQUITY Current liabilities Accounts payable $ 2,750 Accrued expenses 629 Operating lease liability 45 Liabilities held for sale $ 3,424 |
BASIS OF PRESENTATION AND NAT_2
BASIS OF PRESENTATION AND NATURE OF OPERATIONS (Details) bbl in Millions, $ in Millions | Apr. 01, 2022 USD ($) bbl / d bbl | Feb. 01, 2023 USD ($) |
Held-for-sale | UMO business | ||
Product Information | ||
Total cash, consideration | $ 92 | |
Mobile Refinery | ||
Product Information | ||
Annual production capacity (bbl/day) | bbl / d | 75,000 | |
Inventory acquired (barrels/gallons) | bbl | 3.2 | |
Purchase consideration | $ 75 | |
Asset acquisition, consideration transferred | 16.3 | |
Hydrocarbon | ||
Product Information | ||
Asset acquisition, consideration transferred | 124 | |
Hydrocarbon | Mobile Refinery | Financing Agreement | ||
Product Information | ||
Purchase consideration | $ 130 |
SUMMARY OF CRITICAL ACCOUNTIN_3
SUMMARY OF CRITICAL ACCOUNTING POLICIES AND ESTIMATES - Narrative (Details) - USD ($) $ in Millions | Sep. 30, 2023 | Dec. 31, 2022 |
Short Term Equipment Lease Deposit | ||
New Accounting Pronouncements or Change in Accounting Principle | ||
Restricted cash and cash equivalents | $ 2 | $ 4.8 |
Short Term Equipment Lease Deposit | Heartland Business | ||
New Accounting Pronouncements or Change in Accounting Principle | ||
Restricted cash and cash equivalents | 1.5 | |
Money Market Funds | ||
New Accounting Pronouncements or Change in Accounting Principle | ||
Restricted cash and cash equivalents | $ 0.1 | $ 0.1 |
MOBILE REFINERY ACQUISITION - N
MOBILE REFINERY ACQUISITION - Narrative (Details) $ in Thousands | Sep. 30, 2023 USD ($) | Apr. 01, 2022 USD ($) bbl / d mile |
Mobile Refinery | ||
Business Acquisition | ||
Total purchase price | $ 227,525 | |
Mobile Refinery | Vertex Acquisition | ||
Business Acquisition | ||
Total purchase price | 103,214 | $ 227,500 |
Mobile Refinery | Financing Agreement | ||
Business Acquisition | ||
Total purchase price | $ 124,311 | $ 124,300 |
Mobile Refinery | ||
Business Acquisition | ||
Annual production capacity (bbl/day) | bbl / d | 75,000 | |
ALABAMA | Mobile Refinery | ||
Business Acquisition | ||
Annual production capacity (bbl/day) | bbl / d | 75,000 | |
Distance of acquired refining located (in miles) | mile | 10 |
MOBILE REFINERY ACQUISITION - S
MOBILE REFINERY ACQUISITION - Schedule of Business Acquisitions, by Acquisition (Details) - Mobile Refinery - USD ($) $ in Thousands | Sep. 30, 2023 | Apr. 01, 2022 |
Business Acquisition | ||
Inventory | $ 130,220 | |
Prepaid assets | 147 | |
Fixed assets | 97,158 | |
Total purchase price | 227,525 | |
Financing Agreement | ||
Business Acquisition | ||
Inventory | 124,311 | |
Prepaid assets | 0 | |
Fixed assets | 0 | |
Total purchase price | 124,311 | $ 124,300 |
Vertex Acquisition | ||
Business Acquisition | ||
Inventory | 5,909 | |
Prepaid assets | 147 | |
Fixed assets | 97,158 | |
Total purchase price | $ 103,214 | $ 227,500 |
MOBILE REFINERY ACQUISITION - O
MOBILE REFINERY ACQUISITION - Operations of Mobile Refinery (Details) - Mobile Refinery - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2022 | Sep. 30, 2022 | |
Business Acquisition | ||
Revenue | $ 733,521 | $ 1,655,717 |
Net income (loss) | $ 18,370 | $ (5,592) |
MOBILE REFINERY ACQUISITION - P
MOBILE REFINERY ACQUISITION - Pro Forma (Details) - Mobile Refinery $ in Thousands | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Business Acquisition | |
Revenue | $ 2,406,617 |
Net income | $ 49,509 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) $ in Millions | Jul. 19, 2023 defendant | Apr. 13, 2023 defendant | Sep. 30, 2023 USD ($) | Feb. 16, 2023 lawsuit | Dec. 31, 2022 USD ($) |
Site Contingency [Line Items] | |||||
Number of claims filed | lawsuit | 5 | ||||
Loss contingency, number of defendants | 2 | 3 | |||
Number of lawsuit filed | 3 | ||||
Loss contingency, consolidated number of plaintiffs | 1 | ||||
Environmental Remediation | Environmental Remediation | |||||
Site Contingency [Line Items] | |||||
Accrual for environmental loss contingencies | $ | $ 1.4 | $ 1.4 |
REVENUES (Details)
REVENUES (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Disaggregation of Revenue | ||||
Total revenues | $ 1,018,407 | $ 809,529 | $ 2,444,442 | $ 1,913,435 |
Gasolines | ||||
Disaggregation of Revenue | ||||
Total revenues | 199,768 | 171,023 | 517,875 | 432,173 |
Jet Fuels | ||||
Disaggregation of Revenue | ||||
Total revenues | 188,791 | 138,962 | 437,640 | 282,650 |
Diesel | ||||
Disaggregation of Revenue | ||||
Total revenues | 194,564 | 276,355 | 535,839 | 620,580 |
Renewable | ||||
Disaggregation of Revenue | ||||
Total revenues | 142,195 | 197,498 | ||
Other refinery products | ||||
Disaggregation of Revenue | ||||
Total revenues | 275,497 | 199,457 | 713,688 | 514,719 |
Pygas | ||||
Disaggregation of Revenue | ||||
Total revenues | 3,898 | 15,285 | 12,745 | 40,660 |
Metals | ||||
Disaggregation of Revenue | ||||
Total revenues | 1,965 | 4,060 | 8,404 | 13,080 |
Other re-refined products | ||||
Disaggregation of Revenue | ||||
Total revenues | 1,612 | 1,676 | 3,637 | 3,501 |
Terminalling | ||||
Disaggregation of Revenue | ||||
Total revenues | 7,398 | 2,144 | 13,133 | 4,452 |
Oil collection services | ||||
Disaggregation of Revenue | ||||
Total revenues | 2,719 | 567 | 3,983 | 1,620 |
Operating Segments | Refining & Marketing | ||||
Disaggregation of Revenue | ||||
Total revenues | 978,712 | 766,768 | 2,349,459 | 1,767,877 |
Operating Segments | Refining & Marketing | Gasolines | ||||
Disaggregation of Revenue | ||||
Total revenues | 199,768 | 171,023 | 517,875 | 432,173 |
Operating Segments | Refining & Marketing | Jet Fuels | ||||
Disaggregation of Revenue | ||||
Total revenues | 188,791 | 138,962 | 437,640 | 282,650 |
Operating Segments | Refining & Marketing | Diesel | ||||
Disaggregation of Revenue | ||||
Total revenues | 194,564 | 276,355 | 535,839 | 620,580 |
Operating Segments | Refining & Marketing | Renewable | ||||
Disaggregation of Revenue | ||||
Total revenues | 142,195 | 197,498 | ||
Operating Segments | Refining & Marketing | Other refinery products | ||||
Disaggregation of Revenue | ||||
Total revenues | 241,487 | 161,850 | 633,600 | 385,641 |
Operating Segments | Refining & Marketing | Pygas | ||||
Disaggregation of Revenue | ||||
Total revenues | 3,898 | 15,285 | 12,745 | 40,660 |
Operating Segments | Refining & Marketing | Metals | ||||
Disaggregation of Revenue | ||||
Total revenues | 0 | 0 | 0 | 0 |
Operating Segments | Refining & Marketing | Other re-refined products | ||||
Disaggregation of Revenue | ||||
Total revenues | 611 | 1,149 | 1,129 | 1,721 |
Operating Segments | Refining & Marketing | Terminalling | ||||
Disaggregation of Revenue | ||||
Total revenues | 7,398 | 2,144 | 13,133 | 4,452 |
Operating Segments | Refining & Marketing | Oil collection services | ||||
Disaggregation of Revenue | ||||
Total revenues | 0 | 0 | 0 | 0 |
Operating Segments | Black Oil & Recovery | ||||
Disaggregation of Revenue | ||||
Total revenues | 44,327 | 42,761 | 104,758 | 145,558 |
Operating Segments | Black Oil & Recovery | Gasolines | ||||
Disaggregation of Revenue | ||||
Total revenues | 0 | 0 | 0 | 0 |
Operating Segments | Black Oil & Recovery | Jet Fuels | ||||
Disaggregation of Revenue | ||||
Total revenues | 0 | 0 | 0 | 0 |
Operating Segments | Black Oil & Recovery | Diesel | ||||
Disaggregation of Revenue | ||||
Total revenues | 0 | 0 | 0 | 0 |
Operating Segments | Black Oil & Recovery | Renewable | ||||
Disaggregation of Revenue | ||||
Total revenues | 0 | 0 | ||
Operating Segments | Black Oil & Recovery | Other refinery products | ||||
Disaggregation of Revenue | ||||
Total revenues | 38,642 | 37,607 | 89,863 | 129,078 |
Operating Segments | Black Oil & Recovery | Pygas | ||||
Disaggregation of Revenue | ||||
Total revenues | 0 | 0 | 0 | 0 |
Operating Segments | Black Oil & Recovery | Metals | ||||
Disaggregation of Revenue | ||||
Total revenues | 1,965 | 4,060 | 8,404 | 13,080 |
Operating Segments | Black Oil & Recovery | Other re-refined products | ||||
Disaggregation of Revenue | ||||
Total revenues | 1,001 | 527 | 2,508 | 1,780 |
Operating Segments | Black Oil & Recovery | Terminalling | ||||
Disaggregation of Revenue | ||||
Total revenues | 0 | 0 | 0 | 0 |
Operating Segments | Black Oil & Recovery | Oil collection services | ||||
Disaggregation of Revenue | ||||
Total revenues | 2,719 | 567 | 3,983 | 1,620 |
Corporate and Eliminations | ||||
Disaggregation of Revenue | ||||
Total revenues | (4,632) | 0 | (9,775) | 0 |
Corporate and Eliminations | Gasolines | ||||
Disaggregation of Revenue | ||||
Total revenues | 0 | 0 | 0 | 0 |
Corporate and Eliminations | Jet Fuels | ||||
Disaggregation of Revenue | ||||
Total revenues | 0 | 0 | 0 | 0 |
Corporate and Eliminations | Diesel | ||||
Disaggregation of Revenue | ||||
Total revenues | 0 | 0 | 0 | 0 |
Corporate and Eliminations | Renewable | ||||
Disaggregation of Revenue | ||||
Total revenues | 0 | 0 | ||
Corporate and Eliminations | Other refinery products | ||||
Disaggregation of Revenue | ||||
Total revenues | (4,632) | 0 | (9,775) | 0 |
Corporate and Eliminations | Pygas | ||||
Disaggregation of Revenue | ||||
Total revenues | 0 | 0 | 0 | 0 |
Corporate and Eliminations | Metals | ||||
Disaggregation of Revenue | ||||
Total revenues | 0 | 0 | 0 | 0 |
Corporate and Eliminations | Other re-refined products | ||||
Disaggregation of Revenue | ||||
Total revenues | 0 | 0 | 0 | 0 |
Corporate and Eliminations | Terminalling | ||||
Disaggregation of Revenue | ||||
Total revenues | 0 | 0 | 0 | 0 |
Corporate and Eliminations | Oil collection services | ||||
Disaggregation of Revenue | ||||
Total revenues | $ 0 | $ 0 | $ 0 | $ 0 |
SEGMENT REPORTING (Details)
SEGMENT REPORTING (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Segment Reporting Information | |||||
Total revenues | $ 1,018,407 | $ 809,529 | $ 2,444,442 | $ 1,913,435 | |
Cost of revenues (exclusive of depreciation and amortization shown separately below) | 925,542 | 749,654 | 2,274,543 | 1,817,787 | |
Depreciation and amortization attributable to costs of revenues | 7,896 | 4,049 | 18,863 | 9,139 | |
Gross profit | 84,969 | 55,826 | 151,036 | 86,509 | |
Selling, general and administrative expenses | 43,137 | 37,142 | 127,715 | 90,039 | |
Depreciation and amortization attributable to operating expenses | 1,033 | 1,119 | 3,077 | 2,655 | |
Income (loss) from operations | 40,799 | 17,565 | 20,244 | (6,185) | |
Other income (expense) | (133) | 416 | 1,023 | 1,059 | |
Gain on change in value of derivative warrant liabilities | 4,621 | 12,312 | 5,036 | 7,788 | |
Interest expense | (13,523) | (13,028) | (103,536) | (64,961) | |
Net income (loss) | 31,764 | 17,265 | (77,233) | (62,299) | |
Capital expenditures | 29,324 | 26,745 | 134,668 | 145,757 | |
Total assets | 892,678 | 892,678 | $ 689,385 | ||
Refined products | |||||
Segment Reporting Information | |||||
Total revenues | 1,000,815 | 785,797 | 2,402,540 | 1,850,122 | |
Re-refined products | |||||
Segment Reporting Information | |||||
Total revenues | 7,475 | 21,021 | 24,786 | 57,241 | |
Services | |||||
Segment Reporting Information | |||||
Total revenues | 10,117 | 2,711 | 17,116 | 6,072 | |
Operating Segments | Refining & Marketing | |||||
Segment Reporting Information | |||||
Total revenues | 978,712 | 766,768 | 2,349,459 | 1,767,877 | |
Cost of revenues (exclusive of depreciation and amortization shown separately below) | 893,612 | 714,976 | 2,194,382 | 1,707,746 | |
Depreciation and amortization attributable to costs of revenues | 6,527 | 3,111 | 15,389 | 6,339 | |
Gross profit | 78,573 | 48,681 | 139,688 | 53,792 | |
Selling, general and administrative expenses | 31,485 | 28,269 | 90,940 | 53,073 | |
Depreciation and amortization attributable to operating expenses | 829 | 850 | 2,459 | 1,784 | |
Income (loss) from operations | 46,259 | 19,562 | 46,289 | (1,065) | |
Other income (expense) | 0 | 0 | 0 | 18 | |
Gain on change in value of derivative warrant liabilities | 0 | 0 | 0 | 0 | |
Interest expense | (4,394) | (3,444) | (12,799) | (6,694) | |
Net income (loss) | 41,865 | 16,118 | 33,490 | (7,741) | |
Capital expenditures | 20,875 | 26,333 | 118,545 | 142,927 | |
Total assets | 697,129 | 697,129 | 410,975 | ||
Operating Segments | Black Oil & Recovery | |||||
Segment Reporting Information | |||||
Total revenues | 44,327 | 42,761 | 104,758 | 145,558 | |
Cost of revenues (exclusive of depreciation and amortization shown separately below) | 36,569 | 34,678 | 90,250 | 110,041 | |
Depreciation and amortization attributable to costs of revenues | 1,369 | 938 | 3,474 | 2,800 | |
Gross profit | 6,389 | 7,145 | 11,034 | 32,717 | |
Selling, general and administrative expenses | 5,231 | 4,803 | 14,535 | 13,125 | |
Depreciation and amortization attributable to operating expenses | 38 | 38 | 114 | 142 | |
Income (loss) from operations | 1,120 | 2,304 | (3,615) | 19,450 | |
Other income (expense) | (167) | 416 | 989 | 1,041 | |
Gain on change in value of derivative warrant liabilities | 0 | 0 | 0 | 0 | |
Interest expense | (41) | 0 | (126) | (51) | |
Net income (loss) | 912 | 2,720 | (2,752) | 20,440 | |
Capital expenditures | 8,449 | 412 | 16,123 | 2,830 | |
Total assets | 115,820 | 115,820 | 105,109 | ||
Operating Segments | Refined products | Refining & Marketing | |||||
Segment Reporting Information | |||||
Total revenues | 966,805 | 748,190 | 2,322,452 | 1,721,044 | |
Operating Segments | Refined products | Black Oil & Recovery | |||||
Segment Reporting Information | |||||
Total revenues | 38,642 | 37,607 | 89,863 | 129,078 | |
Operating Segments | Re-refined products | Refining & Marketing | |||||
Segment Reporting Information | |||||
Total revenues | 4,509 | 16,434 | 13,874 | 42,381 | |
Operating Segments | Re-refined products | Black Oil & Recovery | |||||
Segment Reporting Information | |||||
Total revenues | 2,966 | 4,587 | 10,912 | 14,860 | |
Operating Segments | Services | Refining & Marketing | |||||
Segment Reporting Information | |||||
Total revenues | 7,398 | 2,144 | 13,133 | 4,452 | |
Operating Segments | Services | Black Oil & Recovery | |||||
Segment Reporting Information | |||||
Total revenues | 2,719 | 567 | 3,983 | 1,620 | |
Corporate and Eliminations | |||||
Segment Reporting Information | |||||
Total revenues | (4,632) | 0 | (9,775) | 0 | |
Cost of revenues (exclusive of depreciation and amortization shown separately below) | (4,639) | 0 | (10,089) | 0 | |
Depreciation and amortization attributable to costs of revenues | 0 | 0 | 0 | 0 | |
Gross profit | 7 | 0 | 314 | 0 | |
Selling, general and administrative expenses | 6,421 | 4,070 | 22,240 | 23,841 | |
Depreciation and amortization attributable to operating expenses | 166 | 231 | 504 | 729 | |
Income (loss) from operations | (6,580) | (4,301) | (22,430) | (24,570) | |
Other income (expense) | 34 | 0 | 34 | 0 | |
Gain on change in value of derivative warrant liabilities | 4,621 | 12,312 | 5,036 | 7,788 | |
Interest expense | (9,088) | (9,584) | (90,611) | (58,216) | |
Net income (loss) | (11,013) | (1,573) | (107,971) | (74,998) | |
Capital expenditures | 0 | 0 | 0 | 0 | |
Total assets | 79,729 | 79,729 | $ 173,301 | ||
Corporate and Eliminations | Refined products | |||||
Segment Reporting Information | |||||
Total revenues | (4,632) | 0 | (9,775) | 0 | |
Corporate and Eliminations | Re-refined products | |||||
Segment Reporting Information | |||||
Total revenues | 0 | 0 | 0 | 0 | |
Corporate and Eliminations | Services | |||||
Segment Reporting Information | |||||
Total revenues | $ 0 | $ 0 | $ 0 | $ 0 |
ACCOUNTS RECEIVABLE (Details)
ACCOUNTS RECEIVABLE (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Accounts Receivable, after Allowance for Credit Loss, Current [Abstract] | |||||
Accounts receivable trade | $ 38,220 | $ 38,220 | $ 36,098 | ||
Allowance for doubtful accounts | (1,404) | (1,404) | (1,550) | ||
Accounts receivable, net | 36,816 | 36,816 | $ 34,548 | ||
Bad debt expense (reversal) | $ (200) | $ (300) | $ (132) | $ 157 |
CONCENTRATIONS OF RISK AND SI_3
CONCENTRATIONS OF RISK AND SIGNIFICANT CUSTOMERS (Details) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 bank vendor | Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | ||||
Concentration risk, deposit maintained in number of banks | bank | 2 | |||
Purchases Benchmark | Vendor Concentration Risk | ||||
Revenue, Major Customer | ||||
Concentration risk, vendor | vendor | 1 | |||
Purchases Benchmark | Vendor Concentration Risk | Vendor One | ||||
Revenue, Major Customer | ||||
Concentration percentage (as a percent) | 37% | 51% | ||
Accounts Payable Benchmark | Vendor Concentration Risk | Vendor One | ||||
Revenue, Major Customer | ||||
Concentration percentage (as a percent) | 47% | 51% | ||
Customer 1 | Revenues | Customer concentration risk | ||||
Revenue, Major Customer | ||||
Concentration percentage (as a percent) | 35% | 40% | ||
Customer 1 | Revenues | Customer concentration risk | Refining | ||||
Revenue, Major Customer | ||||
Concentration percentage (as a percent) | 34% | 19% | 36% | 43% |
Customer 1 | Revenues | Customer concentration risk | Black Oil and Recovery | ||||
Revenue, Major Customer | ||||
Concentration percentage (as a percent) | 0% | 0% | 0% | 0% |
Customer 1 | Receivables | Customer concentration risk | ||||
Revenue, Major Customer | ||||
Concentration percentage (as a percent) | 2% | 2% | ||
Customer 2 | Revenues | Customer concentration risk | ||||
Revenue, Major Customer | ||||
Concentration percentage (as a percent) | 33% | 22% | ||
Customer 2 | Revenues | Customer concentration risk | Refining | ||||
Revenue, Major Customer | ||||
Concentration percentage (as a percent) | 32% | 14% | 34% | 24% |
Customer 2 | Revenues | Customer concentration risk | Black Oil and Recovery | ||||
Revenue, Major Customer | ||||
Concentration percentage (as a percent) | 0% | 0% | 0% | 0% |
Customer 2 | Receivables | Customer concentration risk | ||||
Revenue, Major Customer | ||||
Concentration percentage (as a percent) | 25% | 50% |
INVENTORY (Details)
INVENTORY (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Inventory [Line Items] | ||
Inventory | $ 222,685 | $ 135,473 |
Crude oil | ||
Inventory [Line Items] | ||
Inventory | 75,303 | 59,131 |
Renewable feedstocks | ||
Inventory [Line Items] | ||
Inventory | 41,316 | 0 |
Refined products | ||
Inventory [Line Items] | ||
Inventory | 104,042 | 74,311 |
Re-refined products | ||
Inventory [Line Items] | ||
Inventory | 2,024 | 2,031 |
Total hydrocarbon inventories | ||
Inventory [Line Items] | ||
Inventory | $ 222,685 | $ 135,473 |
INVENTORY FINANCING AGREEMENT -
INVENTORY FINANCING AGREEMENT - Schedule of Inventory (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Inventory [Line Items] | ||
Obligations under inventory financing agreements, net | $ 182,487 | $ 117,939 |
Macquarie | Inventory Financing Agreement | ||
Inventory [Line Items] | ||
Obligations under inventory financing agreements | 182,987 | 119,189 |
Unamortized financing cost | (500) | (1,250) |
Obligations under inventory financing agreements, net | $ 182,487 | $ 117,939 |
INVENTORY FINANCING AGREEMENT_2
INVENTORY FINANCING AGREEMENT - Narrative (Details) - Macquarie - Vertex Refining | May 26, 2023 | Apr. 01, 2022 |
Inventory [Line Items] | ||
Termination period after notice | 180 days | 180 days |
Supply and offtake agreement, term | 24 months |
INVENTORY FINANCING AGREEMENT_3
INVENTORY FINANCING AGREEMENT - Schedule of Inventory Cost (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Inventory Disclosure [Abstract] | ||||
Intermediation fee | $ 5,580 | $ 17,972 | $ 11,805 | $ 41,152 |
Inventory financing fees (include over/under) | 1,977 | 9,032 | 4,243 | 10,267 |
Interest expense and financing costs, net | $ 2,346 | $ 2,071 | $ 7,450 | $ 3,801 |
PREPAID EXPENSES AND OTHER CU_3
PREPAID EXPENSES AND OTHER CURRENT ASSETS (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Prepaid insurance | $ 14,608 | $ 8,356 |
Commodity derivative advance | 2,081 | 5,472 |
Renewable volume obligation (RVO) assets | 2,762 | 2,001 |
Other prepaid expenses | 7,558 | 5,160 |
Inventory financing deposit | 23,644 | 10,329 |
Other current assets | 6,662 | 5,342 |
Total prepaid expenses | $ 57,315 | $ 36,660 |
FIXED ASSETS, NET - Schedule of
FIXED ASSETS, NET - Schedule of Fixed Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment, Net | ||
Total fixed assets | $ 372,219 | $ 237,934 |
Less accumulated depreciation | (50,905) | (36,185) |
Net fixed assets | $ 321,314 | 201,749 |
Equipment | ||
Property, Plant and Equipment, Net | ||
Useful Life (in years) | 7 years | |
Total fixed assets | $ 269,640 | 97,120 |
Furniture and fixtures | ||
Property, Plant and Equipment, Net | ||
Useful Life (in years) | 7 years | |
Total fixed assets | $ 55 | 86 |
Leasehold improvements | ||
Property, Plant and Equipment, Net | ||
Useful Life (in years) | 15 years | |
Total fixed assets | $ 2,852 | 2,852 |
Office equipment | ||
Property, Plant and Equipment, Net | ||
Useful Life (in years) | 5 years | |
Total fixed assets | $ 1,476 | 1,433 |
Vehicles | ||
Property, Plant and Equipment, Net | ||
Useful Life (in years) | 5 years | |
Total fixed assets | $ 15,004 | 9,212 |
Building | ||
Property, Plant and Equipment, Net | ||
Useful Life (in years) | 20 years | |
Total fixed assets | $ 3,658 | 2,334 |
Turnarounds | ||
Property, Plant and Equipment, Net | ||
Useful Life (in years) | 4 years | |
Total fixed assets | $ 21,170 | 18,964 |
Construction in progress | ||
Property, Plant and Equipment, Net | ||
Total fixed assets | 48,596 | 96,765 |
Land | ||
Property, Plant and Equipment, Net | ||
Total fixed assets | $ 9,768 | $ 9,168 |
FIXED ASSETS, NET - Narrative (
FIXED ASSETS, NET - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation | $ 6.9 | $ 3.3 | $ 16.1 | $ 7.6 |
INTANGIBLE ASSETS, NET - Schedu
INTANGIBLE ASSETS, NET - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Net Carrying Amount | ||
Gross Carrying Amount | $ 31,971 | $ 29,514 |
Accumulated Amortization | 20,764 | 17,687 |
Net Carrying Amount | $ 11,207 | 11,827 |
Customer relations | ||
Net Carrying Amount | ||
Useful Life (in years) | 5 years | |
Gross Carrying Amount | $ 978 | 978 |
Accumulated Amortization | 978 | 974 |
Net Carrying Amount | $ 0 | 4 |
Vendor relations | ||
Net Carrying Amount | ||
Useful Life (in years) | 10 years | |
Gross Carrying Amount | $ 4,778 | 4,778 |
Accumulated Amortization | 4,624 | 4,575 |
Net Carrying Amount | $ 154 | 203 |
Trademark/Trade name | ||
Net Carrying Amount | ||
Useful Life (in years) | 15 years | |
Gross Carrying Amount | $ 887 | 887 |
Accumulated Amortization | 645 | 608 |
Net Carrying Amount | $ 242 | 279 |
TCEP Technology/Patent | ||
Net Carrying Amount | ||
Useful Life (in years) | 15 years | |
Gross Carrying Amount | $ 13,287 | 13,287 |
Accumulated Amortization | 9,502 | 8,838 |
Net Carrying Amount | $ 3,785 | 4,449 |
Non-compete | ||
Net Carrying Amount | ||
Useful Life (in years) | 3 years | |
Gross Carrying Amount | $ 197 | 197 |
Accumulated Amortization | 197 | 197 |
Net Carrying Amount | $ 0 | 0 |
Software | ||
Net Carrying Amount | ||
Useful Life (in years) | 3 years | |
Gross Carrying Amount | $ 9,344 | 9,387 |
Accumulated Amortization | 4,783 | 2,495 |
Net Carrying Amount | $ 4,561 | 6,892 |
Licensing Fee | ||
Net Carrying Amount | ||
Useful Life (in years) | 30 years | |
Gross Carrying Amount | $ 2,500 | 0 |
Accumulated Amortization | 35 | 0 |
Net Carrying Amount | $ 2,465 | $ 0 |
INTANGIBLE ASSETS, NET - Narrat
INTANGIBLE ASSETS, NET - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Amortization expense | $ 1 | $ 1.1 | $ 3.1 | $ 2.7 |
INTANGIBLE ASSETS, NET - Sche_2
INTANGIBLE ASSETS, NET - Schedule of Estimated Future Amortization Expense (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Estimated future amortization expense | ||
2024 | $ 4,125 | |
2025 | 2,596 | |
2026 | 1,034 | |
2027 | 1,031 | |
2028 | 284 | |
Thereafter | 2,137 | |
Net Carrying Amount | $ 11,207 | $ 11,827 |
ACCRUED EXPENSES (Details)
ACCRUED EXPENSES (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Payables and Accruals [Abstract] | ||
Accrued purchases | $ 15,898 | $ 21,185 |
Accrued interest | 0 | 1,488 |
Accrued compensation and benefits | 5,763 | 6,530 |
Accrued income, real estate, sales and other taxes | 3,756 | 1,102 |
RINS liabilities | 42,909 | 51,355 |
Unearned Revenue | 620 | 0 |
Environmental liabilities - current | 369 | 51 |
Accrued expenses total | $ 69,315 | $ 81,711 |
FINANCING AGREEMENTS - Outstand
FINANCING AGREEMENTS - Outstanding Debt Facilities (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Debt Instrument | ||
Outstanding principal amount | $ 173,314 | $ 265,839 |
Less: unamortized discount and deferred financing costs | (29,983) | (81,918) |
Total debt, net of unamortized discount and deferred financing costs | 143,331 | 183,921 |
Less: current maturities | (18,321) | (13,911) |
Long-term debt, net of current maturities | 125,010 | 170,010 |
Convertible Senior Note | ||
Debt Instrument | ||
Outstanding principal amount | 15,230 | 95,178 |
Term Loan 2025 | ||
Debt Instrument | ||
Outstanding principal amount | 148,013 | 165,000 |
SBA Loan | SBA Loan | ||
Debt Instrument | ||
Outstanding principal amount | 0 | 59 |
John Deere Note | Various institutions | ||
Debt Instrument | ||
Outstanding principal amount | $ 10,071 | $ 5,602 |
FINANCING AGREEMENTS - Future C
FINANCING AGREEMENTS - Future Contractual Maturities (Details) $ in Thousands | Sep. 30, 2023 USD ($) |
Debt Disclosure [Abstract] | |
2024 | $ 18,321 |
2025 | 139,763 |
2026 | 0 |
2027 | 0 |
2028 | 15,230 |
Net carrying amount at end of period | $ 173,314 |
FINANCING AGREEMENTS - Insuranc
FINANCING AGREEMENTS - Insurance Premiums (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Debt Instrument | ||
Outstanding principal amount | $ 173,314 | $ 265,839 |
Various institutions | Insurance premiums financed | ||
Debt Instrument | ||
Outstanding principal amount | $ 10,100 | $ 5,600 |
Minimum | Various institutions | Insurance premiums financed | ||
Debt Instrument | ||
Debt instrument, stated rate (as a percent) | 3.24% | |
Maximum | Various institutions | Insurance premiums financed | ||
Debt Instrument | ||
Debt instrument, stated rate (as a percent) | 6.25% |
FINANCING AGREEMENTS - Term Loa
FINANCING AGREEMENTS - Term Loan (Details) - USD ($) | 9 Months Ended | ||
Sep. 30, 2023 | May 26, 2022 | Apr. 01, 2022 | |
Warrants | |||
Debt Instrument | |||
Warrant outstanding (in shares) | 2,800,000 | 250,000 | 2,750,000 |
First-Lien Senior Secured Term Loan Facility | Secured debt | Vertex Refining | |||
Debt Instrument | |||
Principal amounts at beginning of period | $ 165,000,000 | ||
Repayments of debt | $ 17,000,000 |
FINANCING AGREEMENTS - Warrant
FINANCING AGREEMENTS - Warrant Agreements and Derivative Liabilities (Details) - shares | Sep. 30, 2023 | May 26, 2022 | Apr. 01, 2022 |
Warrants | |||
Class of Warrant or Right [Line Items] | |||
Warrant outstanding (in shares) | 2,800,000 | 250,000 | 2,750,000 |
FINANCING AGREEMENTS - Indentur
FINANCING AGREEMENTS - Indenture and Convertible Senior Notes (Details) - Convertible Notes - Senior Notes - USD ($) $ in Millions | 9 Months Ended | |||
Jun. 12, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Nov. 01, 2021 | |
Line of Credit Facility [Line Items] | ||||
Principal amounts at beginning of period | $ 79.9 | $ 59.8 | $ 155 | |
Debt instrument, stated rate (as a percent) | 6.25% | 6.25% | 6.25% | |
Issue price, percentage | 90% | |||
Common stock issued upon conversion of the convertible notes (in shares) | 17,200,000 | 17,200,000 | 10,200,000 | |
Interest paid | $ 1 | |||
Unamortized debt issuance expense | 40.7 | |||
Inducement cost | $ 21.2 |
FINANCING AGREEMENTS - Componen
FINANCING AGREEMENTS - Components of Convertible Notes (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Debt Instrument | ||
Outstanding principal amount | $ 173,314 | $ 265,839 |
Net carrying amount at end of period | 173,314 | |
Convertible Senior Note | ||
Debt Instrument | ||
Principal amounts at beginning of period | 95,178 | 155,000 |
Conversion of principal into common stock | (79,948) | (59,822) |
Outstanding principal amount | 15,230 | 95,178 |
Unamortized discount and issuance costs | (7,437) | (51,005) |
Net carrying amount at end of period | $ 7,793 | $ 44,173 |
LEASES - Schedule of Finance Le
LEASES - Schedule of Finance Lease Liability (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Lessee, Lease, Description | ||
Financing lease obligations | $ 69,048 | $ 46,527 |
Matheson Tri-Gas | Matheson Tri-Gas | ||
Lessee, Lease, Description | ||
Financing lease obligations | 44,440 | 45,311 |
Plaquemines | Plaquemines | ||
Lessee, Lease, Description | ||
Financing lease obligations | 1,045 | 1,169 |
Harvey Ford | Harvey Ford | ||
Lessee, Lease, Description | ||
Financing lease obligations | 41 | 47 |
DLL financial | DLL financial | ||
Lessee, Lease, Description | ||
Financing lease obligations | 19 | 0 |
Centerpoint Blakely | Centerpoint Blakely | ||
Lessee, Lease, Description | ||
Financing lease obligations | $ 23,503 | $ 0 |
LEASES - Schedule of Finance _2
LEASES - Schedule of Finance Lease, Liability, Fiscal Year Maturity (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Finance Lease, Liability, to be Paid [Abstract] | ||
2024 | $ 8,409 | |
2025 | 8,409 | |
2026 | 8,402 | |
2027 | 8,399 | |
2028 | 26,868 | |
Thereafter | 59,514 | |
Total lease payments | 120,001 | |
Less: interest | (50,953) | |
Present value of financing lease liabilities | $ 69,048 | $ 46,527 |
LEASES - Schedule of Finance _3
LEASES - Schedule of Finance Lease Cost (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Lease Cost Type | ||||
Amortization of finance lease ROU assets | $ 984 | $ 723 | $ 2,753 | $ 1,531 |
Interest on lease liabilities | 1,540 | 1,364 | 4,474 | 2,741 |
Net finance lease costs | $ 2,524 | $ 2,087 | $ 7,227 | $ 4,272 |
LEASES - Schedule of Lease Cost
LEASES - Schedule of Lease Cost (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Lease Cost Type | ||||
Operating lease cost | $ 6,462 | $ 3,722 | $ 14,494 | $ 10,141 |
Variable lease cost | 831 | 310 | 1,700 | 661 |
Short-term lease cost | 3,987 | 797 | 12,794 | 1,319 |
Net lease cost | $ 11,280 | $ 4,829 | $ 28,988 | $ 12,121 |
LEASES - Schedule of Cash Flow,
LEASES - Schedule of Cash Flow, Supplemental Disclosures Related to Leases (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Leases [Abstract] | ||
Payments on financing lease | $ 1,469 | $ 201 |
Payments on operating lease | 14,494 | 6,023 |
ROU assets obtained from new finance lease liabilities | 23,990 | 45,096 |
ROU assets obtained from new operating lease liabilities | $ 36,856 | $ 20,061 |
LEASES - Schedule of Maturities
LEASES - Schedule of Maturities of Operating Lease Liabilities (Details) $ in Thousands | Sep. 30, 2023 USD ($) |
Lessee, Lease, Description | |
2024 | $ 26,047 |
2025 | 19,345 |
2026 | 13,452 |
2027 | 13,016 |
2028 | 9,170 |
Thereafter | 84,433 |
Total lease payments | 165,463 |
Less: interest | (75,049) |
Present value of operating lease liabilities | 90,414 |
Facilities | |
Lessee, Lease, Description | |
2024 | 626 |
2025 | 535 |
2026 | 452 |
2027 | 448 |
2028 | 451 |
Thereafter | 1,520 |
Total lease payments | 4,032 |
Less: interest | (1,257) |
Present value of operating lease liabilities | 2,775 |
Equipment | |
Lessee, Lease, Description | |
2024 | 16,776 |
2025 | 10,637 |
2026 | 5,058 |
2027 | 4,859 |
2028 | 1,110 |
Thereafter | 0 |
Total lease payments | 38,440 |
Less: interest | (5,025) |
Present value of operating lease liabilities | 33,415 |
Plant | |
Lessee, Lease, Description | |
2024 | 8,007 |
2025 | 7,667 |
2026 | 7,553 |
2027 | 7,586 |
2028 | 7,609 |
Thereafter | 82,913 |
Total lease payments | 121,335 |
Less: interest | (68,654) |
Present value of operating lease liabilities | 52,681 |
Railcar | |
Lessee, Lease, Description | |
2024 | 638 |
2025 | 506 |
2026 | 389 |
2027 | 123 |
2028 | 0 |
Thereafter | 0 |
Total lease payments | 1,656 |
Less: interest | (113) |
Present value of operating lease liabilities | $ 1,543 |
LEASES - Schedule of Operating
LEASES - Schedule of Operating Lease Weighted Average Remaining Lease Terms and Discount Rates (Details) | Sep. 30, 2023 |
Lessee, Lease, Description | |
Weighted average remaining lease terms (years), Finance lease | 14 years 3 months 25 days |
Weighted average discount rate, Finance lease (in pure) | 8.86% |
Lease facilities | |
Lessee, Lease, Description | |
Weighted average remaining lease terms (years) | 5 years 10 months 9 days |
Weighted average discount rate (in pure) | 10.23% |
Lease equipment | |
Lessee, Lease, Description | |
Weighted average remaining lease terms (years) | 3 years 2 months 26 days |
Weighted average discount rate (in pure) | 11.90% |
Lease plant | |
Lessee, Lease, Description | |
Weighted average remaining lease terms (years) | 16 years 2 months 8 days |
Weighted average discount rate (in pure) | 12.28% |
Lease railcar | |
Lessee, Lease, Description | |
Weighted average remaining lease terms (years) | 1 year 7 months 24 days |
Weighted average discount rate (in pure) | 10.07% |
LEASES - Narrative (Details)
LEASES - Narrative (Details) | 9 Months Ended |
Sep. 30, 2023 lease | |
5-Year Extension Option | Lease plant | |
Lessee, Lease, Description | |
Number of contracts | 2 |
Lease renewal term | 5 years |
Lease renewal term, total | 20 years |
1-Year Extension Option | Lease plant | |
Lessee, Lease, Description | |
Number of contracts | 3 |
Lease renewal term | 1 year |
3-Year Extension Option | Lease equipment | |
Lessee, Lease, Description | |
Number of contracts | 11 |
Lease renewal term | 3 years |
EQUITY (Details)
EQUITY (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||||||
Jun. 12, 2023 USD ($) shares | Mar. 24, 2022 $ / shares shares | Sep. 30, 2023 $ / shares shares | Jun. 30, 2023 USD ($) shares | Mar. 31, 2023 shares | Sep. 30, 2022 USD ($) $ / shares shares | Jun. 30, 2022 shares | Mar. 31, 2022 shares | Sep. 30, 2023 USD ($) vote / shares $ / shares shares | Sep. 30, 2022 USD ($) $ / shares shares | Dec. 31, 2022 $ / shares shares | Nov. 01, 2021 USD ($) | |
Conversion of Stock | ||||||||||||
Common stock, shares authorized (in shares) | 750,000,000 | 750,000,000 | 750,000,000 | |||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||
Common stock, shares outstanding (in shares) | 93,514,346 | 93,514,346 | 75,668,826 | |||||||||
Common stock, shares issued (in shares) | 93,514,346 | 93,514,346 | 75,668,826 | |||||||||
Number of votes per share of common stock | vote / shares | 1 | |||||||||||
Common stock issued upon conversion of the convertible notes value | $ | $ 101,130 | |||||||||||
Conversion of principal into common stock | $ | $ 79,948 | $ 59,822 | ||||||||||
Series A Preferred Stock | ||||||||||||
Conversion of Stock | ||||||||||||
Preferred stock, liquidation preference (in shares) | 1,100,000 | 1,100,000 | ||||||||||
Warrants to purchase (in shares) | 1,500,000 | |||||||||||
Shares issued (in dollars per share) | $ / shares | $ 2.25 | $ 2.25 | ||||||||||
Senior Notes | ||||||||||||
Conversion of Stock | ||||||||||||
Conversion of principal into common stock | $ | $ 59,800 | |||||||||||
Convertible Notes | Senior Notes | ||||||||||||
Conversion of Stock | ||||||||||||
Common stock issued upon conversion of the convertible notes (in shares) | 17,200,000 | 17,200,000 | 10,200,000 | |||||||||
Common stock issued upon conversion of the convertible notes value | $ | $ 79,900 | $ 79,900 | ||||||||||
Principal amount | $ | $ 79,900 | $ 59,800 | $ 59,800 | $ 155,000 | ||||||||
Debt instrument, stated rate (as a percent) | 6.25% | 6.25% | 6.25% | 6.25% | ||||||||
Interest paid | $ | $ 1,000 | |||||||||||
Common Stock | ||||||||||||
Conversion of Stock | ||||||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||
Exercise of options to purchase common stock (in shares) | 165,000 | 195,000 | 166,000 | 4,000 | 498,000 | 60,000 | 500,000 | 600,000 | ||||
Issue of restricted common stock (in shares) | 113,000 | 100,000 | ||||||||||
Common stock issued upon conversion of the convertible notes (in shares) | 17,207,000 | |||||||||||
Common stock issued upon conversion of the convertible notes value | $ | $ 17 | |||||||||||
Shares issued as result of share conversion (in shares) | 400,000 | |||||||||||
Preferred stock, liquidation preference (in shares) | 1,100,000 | |||||||||||
Warrants to purchase (in shares) | 1,500,000 | |||||||||||
Debt conversion, converted instrument, shares issued (in shares) | 10,200,000 | |||||||||||
Surrendered shares, trailing volume | 5 days | |||||||||||
Common Stock | Carrhae & Co FBO Wasatch Micro Cap Value Fund | ||||||||||||
Conversion of Stock | ||||||||||||
Shares issued (in dollars per share) | $ / shares | $ 2.25 |
EARNINGS PER SHARE - Schedule o
EARNINGS PER SHARE - Schedule of Reconciliation of Basic and Diluted Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Numerator: | ||||
Net income (loss) attributable to shareholders from continuing operations | $ 19,843 | $ 17,314 | $ (61,375) | $ (62,742) |
Fair value change on warrant derivative, net of tax | (3,545) | (12,313) | ||
Interest expense on convertible notes, net of tax | 384 | 4,247 | ||
Net income attributable to shareholders from discontinued operations, net of tax | 0 | 4,920 | 53,680 | 13,031 |
Net income (loss) attributable to common shareholders, basic | 19,843 | 22,234 | (7,695) | (49,711) |
Adjusted net income (loss) attributable to shareholders from continuing operations | 16,682 | 9,248 | (61,375) | (62,742) |
Net income available to shareholders from discontinued operations, net of tax, diluted | 0 | 4,920 | 53,680 | 13,031 |
Numerator for diluted income (loss) per common share, diluted | $ 16,682 | $ 14,168 | $ (7,695) | $ (49,711) |
Denominator: | ||||
Weighted-average common shares outstanding (in shares) | 93,381 | 75,591 | 82,928 | 69,007 |
Effect of dilutive securities | ||||
Stock options (in shares) | 1,623 | 2,527 | 0 | 0 |
Warrants (in shares) | 2,835 | 2,835 | 0 | 0 |
Convertible notes (in shares) | 2,588 | 16,173 | 0 | 0 |
Diluted weighted-average shares outstanding (in shares) | 100,427 | 97,126 | 82,928 | 69,007 |
Basic income (loss) per common shares | ||||
Continuing operations (in dollars per share) | $ 0.21 | $ 0.23 | $ (0.74) | $ (0.91) |
Discontinued operations, net of tax (in dollars per share) | 0 | 0.07 | 0.65 | 0.19 |
Basic loss per common share (in dollars per share) | 0.21 | 0.30 | (0.09) | (0.72) |
Diluted income (loss) per common share | ||||
Diluted continuing operations (in dollars per share) | 0.17 | 0.10 | (0.74) | (0.91) |
Diluted discontinued operations, net of tax (in dollars per share) | 0 | 0.05 | 0.65 | 0.19 |
Diluted income (loss) per share (in dollars per share) | $ 0.17 | $ 0.15 | $ (0.09) | $ (0.72) |
EARNINGS PER SHARE - Schedule_2
EARNINGS PER SHARE - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares shares in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share | ||
Shared excluded from computation of weighted average earnings per share (in shares) | 7,276 | 21,524 |
Stock options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share | ||
Shared excluded from computation of weighted average earnings per share (in shares) | 1,853 | 2,516 |
Warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share | ||
Shared excluded from computation of weighted average earnings per share (in shares) | 2,835 | 2,835 |
Convertible notes | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share | ||
Shared excluded from computation of weighted average earnings per share (in shares) | 2,588 | 16,173 |
FAIR VALUE MEASUREMENTS - Sched
FAIR VALUE MEASUREMENTS - Schedule of outstanding debt facilities (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Derivative instruments, assets | $ 4,991 | |
Derivative instruments, liabilities | (9,234) | $ (14,512) |
Total | (4,243) | (14,512) |
Level 1 | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Derivative instruments, assets | 4,991 | |
Derivative instruments, liabilities | 0 | (242) |
Total | 4,991 | (242) |
Level 2 | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Derivative instruments, assets | 0 | |
Derivative instruments, liabilities | 0 | 0 |
Total | 0 | 0 |
Level 3 | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Derivative instruments, assets | 0 | |
Derivative instruments, liabilities | (9,234) | (14,270) |
Total | (9,234) | (14,270) |
Commodity | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Derivative instruments, assets | 4,991 | |
Derivative instruments, liabilities | (242) | |
Total | 4,991 | (242) |
Commodity | Level 1 | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Derivative instruments, assets | 4,991 | |
Derivative instruments, liabilities | (242) | |
Commodity | Level 2 | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Derivative instruments, assets | 0 | |
Derivative instruments, liabilities | 0 | |
Commodity | Level 3 | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Derivative instruments, assets | 0 | |
Derivative instruments, liabilities | 0 | |
Derivative warrants | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Derivative instruments, liabilities | (9,234) | (14,270) |
Derivative warrants | Level 1 | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Derivative instruments, liabilities | 0 | 0 |
Derivative warrants | Level 2 | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Derivative instruments, liabilities | 0 | 0 |
Derivative warrants | Level 3 | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Derivative instruments, liabilities | $ (9,234) | $ (14,270) |
FAIR VALUE MEASUREMENTS - Narra
FAIR VALUE MEASUREMENTS - Narrative (Details) - shares | Sep. 30, 2023 | May 26, 2022 | Apr. 01, 2022 |
Warrants | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Warrant outstanding (in shares) | 2,800,000 | 250,000 | 2,750,000 |
FAIR VALUE MEASUREMENTS - Dynam
FAIR VALUE MEASUREMENTS - Dynamic Black-Scholes Merton unobservable inputs (Details) - Stock options | 9 Months Ended |
Sep. 30, 2023 | |
Warrants | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Expected dividend rate (in percent) | 0% |
Expected volatility rate (in percent) | 114.56% |
Risk free interest rate (in percent) | 4.80% |
Expected term (in years) | 3 years 6 months |
Additional Warrants | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Expected dividend rate (in percent) | 0% |
Expected volatility rate (in percent) | 111.92% |
Risk free interest rate (in percent) | 4.70% |
Expected term (in years) | 4 years 2 months 12 days |
FAIR VALUE MEASUREMENTS - Sch_2
FAIR VALUE MEASUREMENTS - Schedule of liabilities with unobservable inputs (Details) - Level 3 - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance at beginning of period | $ 14,270 | $ 75,211 |
Warrants granted | 0 | 25,669 |
Equity component of the convertible senior note | 0 | (78,789) |
Change in valuation of warrants included in net income | (5,036) | (7,821) |
Balance at end of period | $ 9,234 | $ 14,270 |
COMMODITY DERIVATIVE INSTRUME_3
COMMODITY DERIVATIVE INSTRUMENTS - Schedule of Derivative Instruments (Details) bbl in Thousands, $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 USD ($) $ / bbl bbl | Dec. 31, 2022 USD ($) $ / bbl bbl | |
Derivative | ||
Fair Value | $ (4,243) | $ (14,512) |
Sept 2023 - Nov 2023 | ||
Derivative | ||
Weighted average strike price (in usd per barrel) | $ / bbl | 38.15 | |
Remaining Volume (Barrels) | bbl | 12 | |
Fair Value | $ 1 | |
Sept 2023 - Dec 2023 | ||
Derivative | ||
Weighted average strike price (in usd per barrel) | $ / bbl | 38.81 | |
Remaining Volume (Barrels) | bbl | 38 | |
Fair Value | $ 27 | |
Sept 2023 - Dec 2023 | ||
Derivative | ||
Weighted average strike price (in usd per barrel) | $ / bbl | 25.31 | |
Remaining Volume (Barrels) | bbl | 267 | |
Fair Value | $ 709 | |
Sept 2023 - Nov 2023 | ||
Derivative | ||
Weighted average strike price (in usd per barrel) | $ / bbl | 1.59 | |
Remaining Volume (Barrels) | bbl | 9 | |
Fair Value | $ (14) | |
Sept 2023 - Nov 2023 | ||
Derivative | ||
Weighted average strike price (in usd per barrel) | $ / bbl | 6.76 | |
Remaining Volume (Barrels) | bbl | 4 | |
Fair Value | $ 27 | |
Sept 2023 - Nov 2023 | ||
Derivative | ||
Weighted average strike price (in usd per barrel) | $ / bbl | 10.89 | |
Remaining Volume (Barrels) | bbl | 480 | |
Fair Value | $ 544 | |
Aug. 2023 - Oct. 2023 | ||
Derivative | ||
Weighted average strike price (in usd per barrel) | $ / bbl | 12.17 | |
Remaining Volume (Barrels) | bbl | 1,470 | |
Fair Value | $ 1,789 | |
Sept 2023 - Nov 2023 | ||
Derivative | ||
Weighted average strike price (in usd per barrel) | $ / bbl | 7.2 | |
Remaining Volume (Barrels) | bbl | 1,470 | |
Fair Value | $ 1,058 | |
Sept 2023 - Dec 2023 | ||
Derivative | ||
Weighted average strike price (in usd per barrel) | $ / bbl | 5.78 | |
Remaining Volume (Barrels) | bbl | 1,470 | |
Fair Value | $ 850 | |
Nov. 2022 - Feb. 2023 | ||
Derivative | ||
Weighted average strike price (in usd per barrel) | $ / bbl | 4.19 | |
Remaining Volume (Barrels) | bbl | 5 | |
Fair Value | $ (42) | |
Nov. 2022 - Feb. 2023 | ||
Derivative | ||
Weighted average strike price (in usd per barrel) | $ / bbl | 5.51 | |
Remaining Volume (Barrels) | bbl | 3 | |
Fair Value | $ (27) | |
Sept. 2022 - Dec. 2022 | ||
Derivative | ||
Weighted average strike price (in usd per barrel) | $ / bbl | 32.14 | |
Remaining Volume (Barrels) | bbl | 25 | |
Fair Value | $ 76 | |
Sept. 2022 - Dec. 2022 | ||
Derivative | ||
Weighted average strike price (in usd per barrel) | $ / bbl | 23.57 | |
Remaining Volume (Barrels) | bbl | 35 | |
Fair Value | $ (92) | |
Nov. 2022 - Feb. 2023 | ||
Derivative | ||
Weighted average strike price (in usd per barrel) | $ / bbl | 33.71 | |
Remaining Volume (Barrels) | bbl | 10 | |
Fair Value | $ (23) | |
Sept. 2022 - Dec. 2022 | ||
Derivative | ||
Weighted average strike price (in usd per barrel) | $ / bbl | 23.75 | |
Remaining Volume (Barrels) | bbl | 10 | |
Fair Value | $ 30 | |
Dec. 2022 - Mar. 2023 | ||
Derivative | ||
Weighted average strike price (in usd per barrel) | $ / bbl | 36.08 | |
Remaining Volume (Barrels) | bbl | 35 | |
Fair Value | $ (74) | |
Dec. 2022 - Apr. 2023 | ||
Derivative | ||
Weighted average strike price (in usd per barrel) | $ / bbl | 35.97 | |
Remaining Volume (Barrels) | bbl | 1,000 | |
Fair Value | $ (1,100) | |
Dec. 2022 - May. 2023 | ||
Derivative | ||
Weighted average strike price (in usd per barrel) | $ / bbl | 35.81 | |
Remaining Volume (Barrels) | bbl | 1,000 | |
Fair Value | $ (1,070) | |
Dec. 2022 - Jun. 2023 | ||
Derivative | ||
Weighted average strike price (in usd per barrel) | $ / bbl | 35.60 | |
Remaining Volume (Barrels) | bbl | 1,000 | |
Fair Value | $ 2,080 |
COMMODITY DERIVATIVE INSTRUME_4
COMMODITY DERIVATIVE INSTRUMENTS - Fair Value of Derivative Instruments within Balance Sheet (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Derivative | ||
Derivative commodity asset(liability) | $ (4,243) | $ (14,512) |
Crude oil futures | ||
Derivative | ||
Derivative commodity asset(liability) | 0 | 2,186 |
Soybean oil futures | ||
Derivative | ||
Derivative commodity asset(liability) | 709 | (69) |
Crude oil futures | ||
Derivative | ||
Derivative commodity asset(liability) | 28 | (2,359) |
Gas swap | ||
Derivative | ||
Derivative commodity asset(liability) | 557 | 0 |
Crude oil swap | ||
Derivative | ||
Derivative commodity asset(liability) | 3,697 | 0 |
Commodity | ||
Derivative | ||
Derivative commodity asset(liability) | $ 4,991 | $ (242) |
COMMODITY DERIVATIVE INSTRUME_5
COMMODITY DERIVATIVE INSTRUMENTS - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||||
Loss on sale of commodity contracts | $ 1.9 | $ 11 | $ 0.2 | $ 87.2 |
INCOME TAXES - Narrative (Detai
INCOME TAXES - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | ||||
Income tax expense (benefit) | $ 12,231 | $ 0 | $ (15,445) | $ 0 |
Income tax expense from discontinued operation | $ 0 | $ 19,200 |
NON-CONTROLLING INTERESTS - Nar
NON-CONTROLLING INTERESTS - Narrative (Details) | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | May 25, 2016 | |
Industrial Pipe, Inc. | Vertex Recovery Management LA, LLC | |||
Redeemable Noncontrolling Interest [Line Items] | |||
Ownership interest in VRMLA by Industrial Pipe, Inc. (in percent) | 49% | ||
Subsidiaries | Vertex Recovery Management, LLC | |||
Redeemable Noncontrolling Interest [Line Items] | |||
Ownership percentage (as a percent) | 51% | ||
Leverage Lubricants LLC | |||
Redeemable Noncontrolling Interest [Line Items] | |||
Income from VRMLA included in consolidated income (in percent) | 100% | 100% |
NON-CONTROLLING INTERESTS - Net
NON-CONTROLLING INTERESTS - Net Income (Loss) Attributable to Non-Controlling Interest (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Industrial Pipe, Inc. | ||||
Redeemable Noncontrolling Interest [Line Items] | ||||
Income (loss) attributed to Non-controlling entity | $ (310,000) | $ (49,000) | $ (413,000) | $ 54,000 |
Subsidiaries | Vertex Recovery Management LA, LLC | ||||
Redeemable Noncontrolling Interest [Line Items] | ||||
Net income (loss) consolidated | $ (633,000) | $ (100,000) | $ (842,000) | $ 110,000 |
DISCONTINUED OPERATIONS - Narra
DISCONTINUED OPERATIONS - Narrative (Details) - Held-for-sale - UMO business - USD ($) $ in Millions | Jun. 09, 2023 | Feb. 01, 2023 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Consideration, net of capital adjustment | $ 87.3 | |
Net working capital adjustment | $ 4.8 |
DISCONTINUED OPERATIONS - Incom
DISCONTINUED OPERATIONS - Income Statement Disclosures by Disposal Groups (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Income from discontinued operations, net of tax | $ 0 | $ 4,905 | $ 53,680 | $ 19,878 |
Held-for-sale | UMO business | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Revenues | 0 | 22,859 | 7,366 | 65,618 |
Cost of revenues (exclusive of depreciation shown separately below) | 0 | 14,953 | 4,589 | 37,871 |
Depreciation and amortization attributable to costs of revenues | 0 | 394 | 124 | 1,176 |
Gross profit | 0 | 7,512 | 2,653 | 26,571 |
Selling, general and administrative expenses (exclusive of depreciation shown separately below) | 0 | 2,534 | 632 | 6,472 |
Depreciation and amortization expense attributable to operating expenses | 0 | 63 | 21 | 188 |
Total operating expenses | 0 | 2,597 | 653 | 6,660 |
Income from operations | 0 | 4,915 | 2,000 | 19,911 |
Interest expense | 0 | (10) | 0 | (33) |
Total other expense | 0 | (10) | 0 | (33) |
Income before income tax | 0 | 4,905 | 2,000 | 19,878 |
Income tax expense | 0 | 0 | (528) | 0 |
Gain on sale of discontinued operations, net of $0 and $18,671 of tax for three and nine months ended September 30, 2023 | 0 | 0 | 52,208 | 0 |
Income from discontinued operations, net of tax | 0 | $ 4,905 | 53,680 | $ 19,878 |
Gain on sale of discontinued operations, tax | $ 0 | $ 18,671 |
DISCONTINUED OPERATIONS - Balan
DISCONTINUED OPERATIONS - Balance Sheet Disclosures by Disposal Groups (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
ASSETS | ||
Total current assets | $ 0 | $ 20,560 |
TOTAL ASSETS | 892,678 | 689,385 |
Current liabilities | ||
Total liabilities | $ 630,091 | 523,965 |
Held-for-sale | UMO business | ||
ASSETS | ||
Accounts receivable, net | 7,490 | |
Inventory | 1,674 | |
Prepaid expenses | 183 | |
Total current assets | 9,347 | |
Fixed assets, at cost | 19,746 | |
Less accumulated depreciation | (9,140) | |
Fixed assets, net | 10,606 | |
Operating lease right-of use assets | 44 | |
Intangible assets, net | 563 | |
Assets held for sale, noncurrent | 11,213 | |
TOTAL ASSETS | 20,560 | |
Current liabilities | ||
Accounts payable | 2,750 | |
Accrued expenses | 629 | |
Operating lease liability-current | 45 | |
Total liabilities | $ 3,424 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Related Party | ||||
Related Party Transaction [Line Items] | ||||
Legal fees | $ 193 | $ 98 | $ 572 | $ 479 |