COVER
COVER - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Mar. 06, 2024 | Jun. 30, 2023 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2023 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Transition Report | false | ||
Entity File Number | 001-11476 | ||
Entity Registrant Name | VERTEX ENERGY, INC. | ||
Entity Incorporation, State or Country Code | NV | ||
Entity Tax Identification Number | 94-3439569 | ||
Entity Address, Street | 1331 Gemini Street | ||
Entity Address, Suite | Suite 250 | ||
Entity Address, City | Houston | ||
Entity Address, State | TX | ||
Entity Address, Postal Zip Code | 77058 | ||
City Area Code | 866 | ||
Local Phone Number | 660-8156 | ||
Title of 12(b) Security | Common Stock,$0.001 Par Value Per Share | ||
Trading Symbol | VTNR | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Document Financial Statement Error Correction | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 534,959,675 | ||
Entity Common Stock, Shares Outstanding | 93,514,346 | ||
Documents Incorporated by Reference | DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant’s definitive proxy statement relating to its 2024 annual meeting of shareholders (the “ 2024 Proxy Statement ”) are incorporated by reference into Part III of this Annual Report on Form 10-K where indicated. The 2024 Proxy Statement will be filed with the U.S. Securities and Exchange Commission within 120 days after the end of the fiscal year to which this Report relates. | ||
Entity Central Index Key | 0000890447 | ||
Amendment Flag | false | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2023 |
AUDIT INFORMATION
AUDIT INFORMATION | 12 Months Ended |
Dec. 31, 2023 | |
Audit Information [Abstract] | |
Auditor Firm ID | 298 |
Auditor Name | Ham, Langston & Brezina, L.L.P. |
Auditor Location | Houston, Texas |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Current assets | ||
Cash and cash equivalents | $ 76,967 | $ 141,258 |
Restricted cash | 3,606 | 4,929 |
Accounts receivable, net | 36,164 | 34,548 |
Inventory | 182,120 | 135,473 |
Prepaid expenses and other current assets | 4,756 | 5,160 |
Assets held for sale | 0 | 20,560 |
Total current assets | 352,031 | 373,428 |
Fixed assets, net | 326,111 | 201,749 |
Finance lease right-of-use assets, net | 64,499 | 44,081 |
Operating lease right-of-use assets, net | 96,394 | 53,557 |
Intangible assets, net | 11,541 | 11,827 |
Deferred tax assets | 0 | 2,498 |
Other assets | 4,048 | 2,245 |
Total non-current assets | 502,593 | 315,957 |
TOTAL ASSETS | 854,624 | 689,385 |
Current liabilities | ||
Accounts payable | 75,004 | 20,997 |
Accrued expenses and other current liabilities | 73,636 | 81,953 |
Finance lease-current | 2,435 | 1,363 |
Operating lease-current | 20,296 | 3,713 |
Current portion of long-term debt | 16,362 | 13,911 |
Obligations under inventory financing agreements, net | 141,093 | 117,939 |
Liabilities held for sale, current | 0 | 3,424 |
Total current liabilities | 328,826 | 243,300 |
Long-term debt, net | 170,701 | 170,010 |
Finance lease-non-current | 66,206 | 45,164 |
Operating lease-non-current | 74,444 | 49,844 |
Deferred tax liabilities | 2,776 | 0 |
Derivative warrant liability | 9,907 | 14,270 |
Other liabilities | 1,377 | 1,377 |
Total liabilities | 654,237 | 523,965 |
EQUITY | ||
Common stock, $0.001 par value per share; 750,000,000 shares authorized; 93,514,346 and 75,668,826 issued and outstanding at December 31, 2023 and 2022, respectively. | 94 | 76 |
Additional paid-in capital | 383,632 | 279,552 |
Accumulated deficit | (187,379) | (115,893) |
Total Vertex Energy, Inc. stockholders' equity | 196,347 | 163,735 |
Non-controlling interest | 4,040 | 1,685 |
Total equity | 200,387 | 165,420 |
TOTAL LIABILITIES AND EQUITY | 854,624 | 689,385 |
Total prepaid expenses & other current assets | $ 53,174 | $ 36,660 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) | Dec. 31, 2023 $ / shares shares |
Statement of Financial Position [Abstract] | |
Preferred stock, shares authorized (in shares) | 50,000,000 |
Common stock, par value (in dollars per share) | $ / shares | $ 0.001 |
Common stock, shares authorized (in shares) | 750,000,000 |
Common stock, shares outstanding (in shares) | 93,514,346 |
Common stock issued (in shares) | 93,514,346 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | |||
Revenues | $ 3,177,187,000 | $ 2,791,715,000 | $ 207,760,000 |
Cost of revenues (exclusive of depreciation and amortization shown separately below) | 3,005,996,000 | 2,598,276,000 | 178,786,000 |
Depreciation and amortization attributable to costs of revenues | 27,018,000 | 13,429,000 | 4,043,000 |
Gross profit | 144,173,000 | 180,010,000 | 24,931,000 |
Operating expenses: | |||
Selling, general and administrative expenses | 168,640,000 | 127,782,000 | 30,606,000 |
Depreciation and amortization attributable to operating expenses | 4,146,000 | 3,673,000 | 1,681,000 |
Total operating expenses | 172,786,000 | 131,455,000 | 34,411,000 |
Income (loss) from operations | (28,613,000) | 48,555,000 | (9,480,000) |
Other income (expense): | |||
Other income (expense) | 633,000 | (306,000) | 4,158,000 |
Gain (loss) on change in value of derivative warrant liability | 7,992,000 | 7,821,000 | (15,685,000) |
Interest expense | (119,567,000) | (79,911,000) | (3,832,000) |
Total other expense | (110,942,000) | (72,396,000) | (15,359,000) |
Loss from continuing operations before income tax | (139,555,000) | (23,841,000) | (24,839,000) |
Income tax benefit | 13,385,000 | 7,171,000 | 0 |
Loss from continuing operations | (126,170,000) | (16,670,000) | (24,839,000) |
Income from discontinued operations, net of tax (see note 24) | 54,197,000 | 18,667,000 | 17,178,000 |
Net income (loss) | (71,973,000) | 1,997,000 | (7,661,000) |
Net income (loss) attributable to non-controlling interest and redeemable non-controlling interest from continuing operations | (487,000) | (63,000) | 207,000 |
Net income attributable to non-controlling interest and redeemable non-controlling interest from discontinued operations | 0 | 6,882,000 | 10,496,000 |
Net loss attributable to Vertex Energy, Inc. | (71,486,000) | (4,822,000) | (18,364,000) |
Accretion of redeemable noncontrolling interest to redemption value | 0 | (428,000) | (1,992,000) |
Accretion of discount on Series B and B-1 Preferred Stock | 0 | 0 | (507,000) |
Dividends on Series B and B-1 Preferred Stock | 0 | 0 | 258,000 |
Net loss attributable to stockholders from continuing operations | (125,683,000) | (17,035,000) | (27,287,000) |
Net income attributable to stockholders from discontinued operations, net of tax | 54,197,000 | 11,785,000 | 6,682,000 |
Net loss attributable to common stockholders | $ (71,486,000) | $ (5,250,000) | $ (20,605,000) |
Basic income (loss) per common share | |||
Continuing operations (in dollars per share) | $ (1.47) | $ (0.24) | $ (0.48) |
Discontinued operations, net of tax (in dollars per share) | 0.63 | 0.17 | 0.12 |
Basic loss per common share (in dollars per share) | (0.84) | (0.07) | (0.36) |
Diluted income (loss) per common share | |||
Continuing operations (in dollars per share) | (1.47) | (0.24) | (0.48) |
Discontinued operations, net of tax (in dollars per share) | 0.63 | 0.17 | 0.12 |
Diluted loss per common share (in dollars per share) | $ (0.84) | $ (0.07) | $ (0.36) |
Shares used in computing income (loss) per share | |||
Basic (in shares) | 85,596 | 70,686 | 56,303 |
Diluted (in shares) | 85,596 | 70,686 | 56,303 |
Loss on assets impairment | $ 0 | $ 0 | $ 2,124,000 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) | Total | Series A Preferred | Series B1 Preferred Stock | Series B Preferred Stock | Common Stock | Common Stock Series A Preferred | Common Stock Series B1 Preferred Stock | Common Stock Series B Preferred Stock | Preferred Stock Series A Preferred | Additional Paid-in Capital | Additional Paid-in Capital Series B1 Preferred Stock | Additional Paid-in Capital Series B Preferred Stock | Accumulated Deficit | Accumulated Deficit Series B Preferred Stock | Non-controlling Interest |
Balance at beginning (in shares) at Dec. 31, 2020 | 45,555,000 | 420,000 | |||||||||||||
Balance at beginning at Dec. 31, 2020 | $ 5,925,000 | $ 46,000 | $ 0 | $ 94,570,000 | $ (90,009,000) | $ 1,318,000 | |||||||||
Increase (Decrease) in Stockholders' Equity | |||||||||||||||
Dividends on Series B and B1 Preferred Stock | (372,000) | (372,000) | |||||||||||||
Accretion of discount on Series B and B1 Preferred Stock | (507,000) | (507,000) | |||||||||||||
Conversion of B1 Preferred Stock to common (in shares) | 7,722,000 | ||||||||||||||
Conversion of B1 Preferred Stock to common | 12,045,000 | $ 7,000 | 12,038,000 | ||||||||||||
Share based compensation expense | $ 863,000 | 863,000 | |||||||||||||
Exercise of options to common (in shares) | 2,042,000 | 1,800,000 | 3,093,000 | ||||||||||||
Exercise of options / warrents | $ 2,190,000 | $ 16,405,000 | $ 2,000 | $ 3,000 | 2,188,000 | $ 16,402,000 | |||||||||
Conversion of Series A Preferred stock to common stock (in shares) | (34,000) | (34,000) | |||||||||||||
Conversion of Series B Preferred Stock to common stock (in shares) | 5,084,000 | ||||||||||||||
Conversion of Series B Preferred Stock to common stock | $ 13,194,000 | $ 5,000 | $ 12,559,000 | $ 630,000 | |||||||||||
Distribution to noncontrolling | (169,000) | (169,000) | |||||||||||||
Adjustment of redeemable noncontrolling interest to redemption value | (1,992,000) | (1,992,000) | |||||||||||||
Contribution from noncontrolling interest | (11,000) | (11,000) | |||||||||||||
Net income (loss) | (7,661,000) | (18,364,000) | 10,703,000 | ||||||||||||
Less: amount attributable to redeemable non-controlling interest | (9,844,000) | (9,844,000) | |||||||||||||
Balance at end (in shares) at Dec. 31, 2021 | 63,288,000 | 386,000 | |||||||||||||
Balance at end at Dec. 31, 2021 | 30,066,000 | $ 63,000 | $ 0 | 138,620,000 | (110,614,000) | 1,997,000 | |||||||||
Increase (Decrease) in Stockholders' Equity | |||||||||||||||
Conversion of Series A Preferred stock to common stock | $ 1,000 | $ 1,000 | |||||||||||||
Conversion of Convertible Senior Notes to common (net of tax) (in shares) | 10,165,000 | ||||||||||||||
Conversion of Convertible Senior Notes, net | 59,822,000 | $ 10,000 | 59,812,000 | ||||||||||||
Reclass of derivative liabilities | 78,789,000 | 78,789,000 | |||||||||||||
Adjustment of redeemable non controlling interest | 0 | 29,000 | (29,000) | ||||||||||||
Redemption of non-controlling interest | 41,000 | 41,000 | |||||||||||||
Share based compensation expense | $ 1,574,000 | 1,574,000 | |||||||||||||
Exercise of options to common (in shares) | 653,000 | 622,000 | 1,209,000 | ||||||||||||
Exercise of options / warrents | $ 730,000 | $ 0 | $ 1,000 | $ 1,000 | 729,000 | $ (1,000) | |||||||||
Conversion of Series A Preferred stock to common stock (in shares) | (386,000) | (386,000) | |||||||||||||
Distribution to noncontrolling | (380,000) | (380,000) | |||||||||||||
Adjustment of redeemable noncontrolling interest to redemption value | (428,000) | (428,000) | |||||||||||||
Net income (loss) | 1,997,000 | (4,822,000) | 6,819,000 | ||||||||||||
Less: amount attributable to redeemable non-controlling interest | (6,792,000) | (6,792,000) | |||||||||||||
Balance at end (in shares) at Dec. 31, 2022 | 75,670,000 | 0 | |||||||||||||
Balance at end at Dec. 31, 2022 | 165,420,000 | $ 76,000 | $ 0 | 279,552,000 | (115,893,000) | 1,685,000 | |||||||||
Increase (Decrease) in Stockholders' Equity | |||||||||||||||
Conversion of Convertible Senior Notes to common (net of tax) (in shares) | 17,206,000 | ||||||||||||||
Conversion of Convertible Senior Notes, net | 101,130,000 | $ 17,000 | 101,113,000 | ||||||||||||
Share based compensation expense | $ 2,285,000 | 2,285,000 | |||||||||||||
Issurance of restricted stock (in shares) | 100,000 | ||||||||||||||
Exercise of options to common (in shares) | 561,000 | 526,000 | |||||||||||||
Exercise of options / warrents | $ 683,000 | $ 1,000 | 682,000 | ||||||||||||
Contribution from noncontrolling interest | 2,842,000 | 2,842,000 | |||||||||||||
Net income (loss) | (71,973,000) | (71,486,000) | (487,000) | ||||||||||||
Balance at end (in shares) at Dec. 31, 2023 | 93,515,000 | 0 | |||||||||||||
Balance at end at Dec. 31, 2023 | $ 200,387,000 | $ 94,000 | $ 0 | $ 383,632,000 | $ (187,379,000) | $ 4,040,000 |
CONSOLIDATED STATEMENTS OF ST_2
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Parenthetical) | Dec. 31, 2023 $ / shares |
Common stock, par value (in dollars per share) | $ 0.001 |
Series A Preferred | |
Preferred stock, par value (in dollars per share) | 0.001 |
Common Stock | |
Common stock, par value (in dollars per share) | $ 0.001 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from operating activities | ||||
Net income (loss) | $ (71,973,000) | $ 1,997,000 | $ (7,661,000) | |
Net income from discontinued operations, net of tax | 54,197,000 | 18,667,000 | 17,178,000 | |
Net loss from continuing operations | (126,170,000) | (16,670,000) | (24,839,000) | |
Adjustments to reconcile net income (loss) from continuing operations to cash used in operating activities: | ||||
Stock-based compensation expense | 2,285,000 | 1,574,000 | 862,000 | |
Depreciation and amortization | 31,164,000 | 17,102,000 | 5,724,000 | |
(Reduction in) provision for bad debt | (224,000) | 242,000 | 826,000 | |
Loss (gain) on commodity derivative contracts | (2,858,000) | 87,978,000 | 2,258,000 | |
Provision for environment clean up | 0 | 1,428,000 | 0 | |
Gain on forgiveness of debt | 0 | 0 | (4,222,000) | |
Net cash settlement on commodity derivatives | 6,575,000 | (92,556,000) | (2,436,000) | |
Loss on sale of assets | 0 | 220,000 | 64,000 | |
Loss on assets impairment | 0 | 0 | 2,124,000 | $ 0 |
Amortization of debt discount and deferred costs | 78,779,000 | 49,251,000 | 1,231,000 | |
Deferred income tax benefit | (13,385,000) | (7,171,000) | 0 | |
Loss (gain) on change in value of derivative warrant liability | (7,992,000) | (7,821,000) | 15,685,000 | |
Changes in operating assets and liabilities, net of acquisitions: | ||||
Accounts receivable | (3,075,000) | (27,183,000) | (821,000) | |
Inventory | (45,231,000) | 2,586,000 | (3,997,000) | |
Prepaid expenses | (21,027,000) | (26,724,000) | (1,615,000) | |
Accounts payable | 53,593,000 | 10,850,000 | 1,054,000 | |
Accrued expenses | (9,855,000) | 77,647,000 | 2,551,000 | |
Other assets | (1,061,000) | 56,000 | (48,000) | |
Net cash (used in) provided by operating activities from continuing operations | (58,482,000) | 70,809,000 | (5,599,000) | |
Cash flows from investing activities | ||||
Deposit for refinery purchase and related costs | 0 | 0 | (13,663,000) | |
Internally developed or purchased software | (3,223,000) | (149,000) | 0 | |
Proceeds from sale of discontinued operation | 92,034,000 | 0 | 0 | |
Redemption of noncontrolling entity | 0 | 556,000 | 0 | |
Proceeds from the sale of assets | 7,000 | 395,000 | 75,000 | |
Acquisition of business, net of cash | (7,775,000) | (227,525,000) | 2,000 | |
Purchase of fixed assets | (140,313,000) | (75,512,000) | (2,331,000) | |
Net cash used in investing activities from continuing operations | (59,270,000) | (302,235,000) | (15,917,000) | |
Cash flows from financing activities | ||||
Line of credit payments, net | 0 | 0 | (133,000) | |
Proceeds received from exercise of options and warrants | 683,000 | 730,000 | 6,921,000 | |
Net borrowings on inventory financing agreements | 22,154,000 | 117,189,000 | 0 | |
Contribution received from noncontrolling interest | 2,842,000 | 0 | 2,000 | |
Distribution to non-controlling interest | 0 | (380,000) | (169,000) | |
Redemption of redeemable noncontrolling interest | 0 | (50,666,000) | 0 | |
Payments on finance leases | (2,045,000) | (819,000) | (844,000) | |
Proceeds from issuance of notes payable | 68,236,000 | 173,256,000 | 143,831,000 | |
Payments made on notes payable | (39,582,000) | (18,948,000) | (15,836,000) | |
Net cash provided by financing activities from continuing operations | 52,288,000 | 220,362,000 | 133,772,000 | |
Discontinued operations: | ||||
Net cash (used in) provided by operating activities | (150,000) | 25,287,000 | 15,349,000 | |
Net cash used in investing activities | 0 | (4,663,000) | (1,973,000) | |
Net cash provided by (used in) discontinued operations | (150,000) | 20,624,000 | 13,376,000 | |
Net change in cash and cash equivalents and restricted cash | (65,614,000) | 9,560,000 | 125,632,000 | |
Cash and cash equivalents and restricted cash at beginning of the year | 146,187,000 | 136,627,000 | 10,995,000 | |
Cash and cash equivalents and restricted cash at end of year | 80,573,000 | 146,187,000 | 136,627,000 | 10,995,000 |
Cash and cash equivalents | 76,967,000 | 141,258,000 | 36,130,000 | |
Restricted cash | 3,606,000 | 4,929,000 | 100,497,000 | |
Cash and cash equivalents and restricted cash as shown in the consolidated statements of cash flows | 80,573,000 | 146,187,000 | 136,627,000 | $ 10,995,000 |
SUPPLEMENTAL INFORMATION | ||||
Cash paid for interest | 47,430,000 | 33,901,000 | 2,273,000 | |
Cash paid for income taxes | 0 | 0 | 0 | |
NON-CASH INVESTING AND FINANCING TRANSACTIONS | ||||
Dividends on Series B and B-1 Preferred Stock | 0 | 0 | (258,000) | |
Accretion of discount on Series B and B-1 Preferred Stock | 0 | 0 | 507,000 | |
Accretion of redeemable noncontrolling interest to redemption value | 0 | 428,000 | 1,992,000 | |
Equipment acquired under finance leases | 24,159,000 | 46,351,000 | 552,000 | |
Equipment acquired under operating leases | 55,114,000 | 20,452,000 | 89,000 | |
Reclass derivative liabilities | 0 | 78,789,000 | 0 | |
Conversion of Convertible Senior note, including inducement common stock | 101,130,000 | 59,822,000 | 0 | |
Series B and B-1 Preferred Stock | ||||
NON-CASH INVESTING AND FINANCING TRANSACTIONS | ||||
Conversion of Series B and B1 Preferred Stock into common stock | $ 0 | $ 0 | $ 24,610,000 |
BASIS OF PRESENTATION AND NATUR
BASIS OF PRESENTATION AND NATURE OF OPERATIONS | 12 Months Ended |
Dec. 31, 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. Since April 1, 2022, we have owned 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. 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 then 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, 2023, 2022 and 2021. Refining and Marketing Effective April 1, 2022, we completed the acquisition of a 75,000 bpd crude oil refinery ten miles north of Mobile, in Saraland, Alabama (the “ Mobile Refinery ”) and related logistics assets, which include a deep-water draft, bulk loading terminal facility with 3.2 million barrels (bbls) of storage capacity for crude oil and associated refined petroleum products located in Mobile, Alabama (the “ Blakeley Island Terminal ”). The terminal includes a dock for loading and unloading vessels with a pipeline tie-in, as well as the related logistics infrastructure of a high-capacity truck rack with 3-4 loading heads per truck, each rated at 600 gallons per minute (the “ Mobile Truck Rack ”). The Mobile Refinery currently processes heavy and sour crude to produce heavy olefin feed, regular gasoline, premium gasoline, jet fuel, and diesel fuel. Additionally, Vertex Energy aggregates used motor oil, petroleum distillates, transmix and other off-specification chemical products. These feedstock streams are purchased from pipeline operators, refineries, chemical processing facilities and third-party providers. The Company has a toll-based processing agreement in place with Monument Chemical Port Arthur, LLC (“ Monument Chemical ”) to re-refine these feedstock streams, under the Company’s direction, into various end products. Monument Chemical uses industry standard processing technologies to re-refine the feedstock into pygas, gasoline blendstock and marine fuel cutterstock. The Company sells the re-refined products directly to end customers or to processing facilities for further refinement. In addition, we are distributing refined motor fuels such as gasoline, blended gasoline products and diesel used as engine fuels, to third party customers who typically resell these products to retailers and end consumers. Black Oil and Recovery Through its Black Oil segment, which has been operational since 2001, Vertex Energy aggregates and sells used motor oil. The Company has a network of approximately 30 suppliers that collect used oil from businesses such as oil change service stations, automotive repair shops, manufacturing facilities, petroleum refineries, and petrochemical manufacturing operations. The Company procures the used oil from collectors and manages the logistics of transport, storage and delivery to its customers. Typically, the used oil is sold in bulk to ensure the efficient delivery by truck, rail, or barge. In many cases, there are contractual procurement and sale agreements with the suppliers and customers, respectively. The Company believes these contracts are beneficial to all parties involved because they help ensure a minimum volume is procured from collectors, a minimum volume is sold to the customers, and the Company is insulated from inventory risk by a spread between the costs to acquire used oil and the revenues received from the sale and delivery of used oil. In addition, the Company operates its own re-refining operations at the Cedar Marine Terminal, in Baytown, Texas, which uses the Company's proprietary Thermal Chemical Extraction Process (“ TCEP ”) technology to re-refine the used oil into marine fuel cutterstock (when such use makes economic sense) and a higher-value feedstock for further processing. The finished product can then be sold by barge as a fuel oil cutterstock and a feedstock component for major refineries. Through the operations at our Marrero, Louisiana facility, we produce a Vacuum Gas Oil (VGO) product from used oil re-refining which is then sold via barge to end users to utilize in a refining process or a fuel oil blend. Through the operations at our Columbus, Ohio facility, which was sold on February 1, 2023, we produced a base oil finished product which is then sold via truck or rail car to end users for blending, packaging and marketing of lubricants. Discontinued operations of Vertex include our Heartland Assets and Operations. Refer to Note 24, "Discontinued Operations " for additional information. Through its Recovery segment, Vertex Energy aggregates and sells ferrous and non-ferrous recyclable metal products that are recovered from manufacturing and consumption. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company, its wholly-owned subsidiaries, entities controlled by the Company through a greater than 50% voting interest and certain variable interest entities (“VIE”) for which the Company is the primary beneficiary. All intercompany transactions have been eliminated. For consolidated entities where the Company owns or is exposed to less than 100% of the economics, the Company records net income (loss) attributable to noncontrolling interests in the consolidated statements of operations equal to the percentage of the economic or ownership interest retained in such entities by the respective noncontrolling parties. The Company assesses whether it is the primary beneficiary of a VIE at the inception of the arrangement and at each reporting date. This assessment is based on the Company’s power to direct the activities of the VIE that most significantly impact the VIE’s economic performance and its obligation to absorb losses or the right to receive benefits from the VIE that could potentially be significant to the VIE. The following is a description of the Company’s consolidated wholly-owned subsidiaries and consolidated VIEs: • Cedar Marine Terminals, L.P. (“ CMT ”) operates a 19-acre bulk liquid storage facility on the Houston Ship Channel. The terminal serves as a truck-in, barge-out facility and provides throughput terminal operations. CMT is also the site of the TCEP. • Crossroad Carriers, L.P. (“ Crossroad ”) is a common carrier that provides transportation and logistical services for liquid petroleum products, as well as other hazardous materials and product streams. • Vertex Recovery, L.P. (“ Vertex Recovery ”) is a generator solutions company for the recycling and collection of used oil and oil-related residual materials from large regional and national customers throughout the U.S. It facilitates its services through a network of independent recyclers and franchise collectors. • H&H Oil, L.P. (“ H&H Oil ”) collects and recycles used oil and residual materials from customers based in Austin, Baytown, Dallas, San Antonio and Corpus Christi, Texas. • Vertex Refining, LA, LLC which owns a used oil re-refinery based in Marrero, Louisiana. • Vertex Refining, NV, LLC (" Vertex Refining ") is a base oil marketing and distribution company with customers throughout the United States. • Vertex Recovery Management, LLC currently buys and prepares ferrous and non-ferrous scrap intended for large haul barge sales. • Vertex Refining, OH, LLC (“ Vertex OH ”) collects and re-refines used oil and residual materials from customers throughout the Midwest. Refinery operations are based in Columbus, Ohio with collection branches located in Norwalk, Ohio, Zanesville, Ohio, Ravenswood, West Virginia, and Mt. Sterling, Kentucky. Effective May 26, 2022, the ownership of 65% of the assets of Vertex OH, LLC were acquired from Vertex Operating, Tensile-Heartland Acquisition Corporation (“ Tensile-Heartland ”), an affiliate of Tensile Capital Partners Master Fund LP, an investment fund based in San Francisco, California (“ Tensile ”) in connection with the Vertex Splitter Corporation (“ Vertex Splitter ”), a wholly-owned subsidiary of the Company, transaction (discussed below under “Note 23. Non-Controlling Interest” - “Heartland Re-refining Complex”), making Vertex OH a wholly-owned subsidiary of the Company. • HPRM LLC (“HPRM”), a Delaware Limited Liability Company. HPRM is currently owned 100% by Vertex Operating. • Vertex Refining Myrtle Grove LLC (“MG SPV”), is a special purpose entity formed to hold the Belle Chasse, Louisiana, re-refining complex, which entity is currently 100% owned by Vertex Operating as a result of the transaction which closed on April 1, 2022, as discussed below under “ Note 23. Non-Controlling Interest ” - “ Myrtle Grove Facility” . • Crystal Energy, LLC (" Crystal Energy ") purchases, stores, sells, and distributes refined motor fuels. These activities include the wholesale distribution of gasoline, blended gasoline, and diesel for use as engine fuel to operate automobiles, trucks, locomotives, and construction equipment. The business operations ceased in December 2023. • Vertex Energy Operating, LLC (" Vertex Operating "), is a holding company for various of the subsidiaries described above. • Vertex Refining Alabama, LLC, ("VRA"), owns and operates a refinery located in Mobile, AL, which produces multiple hydrocarbon products. • Vertex Marine Fuel Services LLC (“Vertex Marine”) purchases and sells marine fuels to third parties. • Vertex Renewables LLC owns and operates a refinery located in Mobile, AL, which produces renewable diesel. Cash and Cash Equivalents and Restricted Cash The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. Restricted cash as of December 31, 2023, consisted of a $2.0 million deposit in a bank for financing of a short-term equipment lease, $1.5 million held in an escrow account in connection with the sale of Vertex OH, 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 deposit 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. Accounts Receivable and Allowance for Credit Losses Accounts receivable represents amounts due from customers. Accounts receivable are recorded at invoiced amounts, net of reserves and allowances, do not bear interest and are not collateralized. The Company is exposed to credit losses primarily through our sales of refined products of UMO business. Our conventional refinery business has limited exposure to credit loss due to the nature of customers that we regularly deal with. The Company uses its best estimate to determine its bad debt reserves based on a variety of factors, including the length of time receivables are past due, economic trends and conditions affecting its customer base, significant one-time events, and historical write-off experience. We establish provisions for losses on trade receivables based on the estimated credit loss we expect to incur over the life of the receivable. Specific provisions are recorded for individual receivables when we become aware of a customer’s inability to meet its financial obligations. The Company reviews the adequacy of its reserves and allowances quarterly. We did not have a material change in our allowances on trade receivables during the years ended December 31, 2023, 2022 or 2021. Inventory and Obligations Under Inventory Financing Agreements Mobile Refinery. Inventories at the Mobile Refinery consist of crude oil and refined petroleum products. Simultaneously with the acquisition of the Mobile Refinery in April 2022, the Company entered into an inventory financing agreement with Macquarie Energy North America Trading Inc. (“Macquarie”) under which Macquarie agreed to finance all the crude oil utilized at the Mobile Refinery under procurement contracts. In addition, the Company became a party to a Supply and Offtake Agreement with Macquarie. Under this arrangement, the Company purchases crude oil supplied from third-party suppliers and Macquarie provides credit support for certain of these purchases. Macquarie holds title to all crude oil and refined products inventories at all times, except for liquefied petroleum gases and sulfur, which the Company has pledged, together with all receivables arising from the sales of such inventories. The crude oil remains in the legal title of Macquarie and is stored in our storage tanks governed by a storage agreement. Legal title to the crude oil passes to us at the tank outlet. After processing, Macquarie takes title to the refined products stored in our storage tanks until they are sold to our retail locations or to third parties. 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 any unsold inventory. The valuation of our repurchase obligation requires that we make estimates of the prices and differentials assuming settlement occurs at the end of the reporting period. Throughout the term of the agreement, when Vertex repurchases the crude and refined products from Macquarie or otherwise directs Macquarie to sell such crude and refined products to third parties, the Company decreases the product financing liability balance accordingly. 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. Hydrocarbon and renewable diesel inventories at the Mobile Refinery are stated at the lower of cost or net realizable value using the weighted average inventory accounting method. Estimating the net realizable value of our inventory requires management to make assumptions about the timing of sales and the expected proceeds that will be realized for these sales. See Note 9 “Inventory” and Note 10 “Inventory Financing Agreement” for more information. Other locations. Inventories from our legacy business consist of feedstocks and refined petroleum products and recovered ferrous and non-ferrous metals. These commodity inventories are stated at the lower of cost or net realizable value using the first-in, first-out (“FIFO”) accounting method. RINs The Company is subject to obligations to purchase Renewable Identification Numbers (“RINs”) required to comply with the renewable fuel standard implemented by the Environmental Protection Agency (“EPA”), which sets annual quotas for the quantity of renewable fuels (such as ethanol) that must be blended into motor fuels consumed in the United States (the “Renewable Fuel Standard”). The Company’s overall RINs obligation is based on a percentage of domestic shipments of on-road fuels as established by the EPA. To the degree the Company is unable to blend the required amount of biofuels to satisfy its RIN obligations, RINs must be purchased on the open market to avoid penalties and fines. The Company records its RIN obligations on a net basis in accrued expenses when its RIN liability is greater than the amount of RINs earned and purchased in a given period and in prepaid and other current assets when the amount of RINs earned and purchased is greater than the RIN liability. Fixed Assets Fixed assets are stated at historical costs, or at fair value if purchased in a business acquisition. Depreciation of fixed assets placed in operations is provided using the straight-line method over the estimated useful lives of the assets. The policy of the Company is to charge amounts for major maintenance and repairs to expenses, and to capitalize expenditures for major replacements and betterments. Turnarounds represent major maintenance activities that require the shutdown of significant parts of a plant to perform necessary inspection, cleaning, repairs, and replacements of assets. Planned turnaround activities vary in frequency dependent on refinery units, and follow the deferral method of accounting. Under the deferral method, the costs of turnarounds are deferred and amortized on a straight-line basis over a four-year period of time, which represents the estimated time until the next turnaround occurs. Internal-Use Software and Cloud Computing Costs The Company incurs costs related to internal-use software and cloud computing implementation costs, including purchased software and internally-developed software. Costs incurred in the planning and evaluation stage of internally-developed software and cloud computing development are expensed as incurred. Certain costs incurred and accumulated during the application development stage are capitalized and included within intangibles, net on the consolidated balance sheets. Amortization of internal-use software is recognized on a straight-line basis over the estimated useful life of the assets. The Company has non-cancellable cloud computing hosting arrangements for which it incurs implementation costs. Costs incurred in the planning and evaluation stage of the cloud computing hosting arrangement are expensed as incurred. Costs incurred during the application development stage related to implementation of the hosting arrangement are capitalized and included within prepaid expenses on the consolidated balance sheets. Amortization of implementation costs is recognized on a straight-line basis over the term of the associated hosting arrangement for each module or component of the related hosting arrangement when it is ready for its intended use. Amortization costs are presented in selling, general and administrative expense on the consolidated statements of operations. Asset Retirement Obligations The Company records an asset retirement obligation at fair value for the estimated cost to retire a tangible long-lived asset at the time the Company incurs that liability, which is generally when the asset is purchased, constructed, or leased. The Company records the liability when it has a legal obligation to incur costs to retire the asset and when a reasonable estimate of the fair value of the liability can be made. If a reasonable estimate cannot be made at the time the liability is incurred, the Company records the liability when sufficient information is available to estimate the liability’s fair value. Certain of the Company’s asset retirement obligations are based on its legal obligation to perform remedial activity at its refinery sites when it permanently ceases operations of the long-lived assets. The Company therefore considers the settlement date of these obligations to be indeterminable. Accordingly, the Company cannot calculate an associated asset retirement liability for these obligations at this time. The Company will measure and recognize the fair value of these asset retirement obligations when the settlement date is determinable. Intangible Assets Intangible assets are amortized over their estimated useful lives. Amortizable intangible assets are reviewed at least annually to determine whether events and circumstances warrant a revision to the remaining period of amortization or an impairment. Business Combinations and Goodwill The Company accounts for business combinations using the acquisition method of accounting. The results of operations for the acquired entities are included in the Company’s consolidated financial results from their associated acquisition dates. The Company allocates the purchase price of acquisitions to the tangible assets, liabilities, and identifiable intangible assets acquired based on their estimated fair values. A portion of the purchase price for certain of our acquisitions is contingent upon the realization of certain operating results. The fair values assigned to identifiable intangible assets acquired and contingent consideration were determined by third party specialists engaged by the Company on a case-by-case basis. The excess of the purchase price over the fair value of the identified assets and liabilities is recorded as goodwill. If the fair value of the identified assets and liabilities exceeds the purchase price, a bargain purchase is recognized and included in income from continuing operations. The Company reviews its indefinite lived intangibles and goodwill for impairment annually or whenever events or circumstances indicate that the carrying amount of the asset exceeds its fair value and may not be recoverable. Environmental Obligations We accrue for losses associated with environmental remediation obligations when such losses are probable and reasonably estimable. The liability represents the expected costs of remediating contaminated soil and groundwater at the site. Costs of future expenditures for environmental remediation obligations are discounted to their present value. Fair Value of Financial Instruments Under the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification ("ASC"), the Company is permitted to elect to measure financial instruments and certain other items at fair value, with the change in fair value recorded in earnings. The Company has elected not to measure any eligible items using the fair value option. Consistent with the Fair Value Measurement Topic of the FASB ASC, the Company implemented guidelines relating to the disclosure of its methodology for periodic measurement of our assets and liabilities recorded at fair market value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. A three-tier fair value hierarchy prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. Our Level 1 assets primarily include our cash and cash equivalents. Valuations are obtained from readily available pricing sources for market transactions involving identical assets or liabilities. The carrying amounts of accounts receivable, accounts payable and accrued liabilities approximate their fair values due to the immediate or short-term maturities of these financial instruments. Our Level 2 liabilities include our marked to market changes in the estimated value of our open derivative commodity contracts and RINs and other environmental credits held at the balance sheet date. The Company estimates the fair values of the crude oil swaps and collars based on published forward commodity price curves for the underlying commodity as of the date of the estimate for which published forward pricing is readily available. The determination of the fair values above incorporates various factors including the impact of the Company's non-performance risk and the credit standing of the counterparty involved in the Company's derivative commodity contracts. In addition, the Company routinely monitors the creditworthiness of its counterparty. Our Level 3 liabilities include our marked to market changes in the estimated value of our derivative warrants issued in connection with our Term Loans which were issued on April 1 and May 26, 2022 and December 28, 2023. Nonfinancial assets and liabilities measured at fair value on a nonrecurring basis include certain nonfinancial assets and liabilities as may be acquired in a business combination and thereby measured initially at fair value. See “Note 3. Mobile Refinery Acquisition” of assets purchased according to the agreement. Debt Issuance Costs The Company follows the accounting guidance of ASC 835-30, Interest-Imputation of Interest, which requires that debt issuance costs related to a recognized debt liability be reported on the Consolidated Balance Sheet as a direct reduction from the carrying amount of that debt liability, and amortized over the debt term using the effective interest rate method. Revenue Recognition We account for a contract when it has approval and commitment from both parties, the rights of the parties are identified, payment terms are identified, the contract has commercial substance and collectability of consideration is probable. Revenue is recognized when our performance obligations under the terms of a contract with our customers are satisfied. Recognition occurs when the Company transfers control by completing the specified services at the point in time the customer benefits from the services performed or once our products are delivered. Revenue is measured as the amount of consideration we expect to receive in exchange for completing our performance obligations. Sales tax and other taxes we collect with revenue-producing activities are excluded from revenue. In the case of contracts with multiple performance obligations, the Company allocates the transaction price to each performance obligation based on the relative stand-alone selling prices of the various goods and/or services encompassed by the contract. We do not have any material significant payment terms, as payment is generally due within 30 days after the performance obligation has been satisfactorily completed. The Company has elected the practical expedient to recognize the incremental costs of obtaining a contract as an expense when incurred if the amortization period of the asset that we otherwise would have recognized is one year or less. In applying the guidance in Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 606, Revenue from Contracts with Customers, there were no judgments or estimates made that the Company deems significant. The nature of the Company's contracts give rise to certain types of variable consideration. The Company estimates the amount of variable consideration to include in the estimated transaction price based on historical experience, anticipated performance and its best judgment at the time and to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved. A majority of the Company's contracts qualify as normal purchase and normal sale transactions. From time to time, our fuel oil customers in our Black Oil and Recovery segment may request that we store product at our facilities which they purchase from us. We recognize revenues for these “bill and hold” sales only if the following criteria have been met: (1) there is a substantive reason for the arrangement, (2) the product is segregated and identified as the customer's asset, (3) the product is ready for delivery to the customer, and (4) we cannot use the product or direct it to another customer. Commodity sales contracts may meet the definition of a derivative or may contain embedded derivatives that may require bifurcation from the host contract with the customer. ASC 815-10-15 provides criteria that must be met in order for purchases and sales contracts to qualify for “normal purchase normal sale” (NPNS) scope exception. Per ASC 815-10-15-22, NPNS are contracts that provide for the purchase or sale of something other than a financial instrument or derivative instrument that will be delivered in quantities expected to be used or sold by the reporting entity over a reasonable period in the normal course of business. The Company has elected the NPNS for qualifying contracts since no net settlement has occurred in the past or is anticipated in the future. Reclassification of Prior Year Presentation Certain prior period amounts have been reclassified to conform to current period presentation. The Company reclassified $5.3 million from short term operating lease liabilities to long term operating lease liabilities as of December 31, 2022. This reclassification had no effect on the reported results of operations. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect reported amounts of assets and liabilities, disclosure of contingent assets and liabilities, and reported amounts of revenue and expenses. Actual results could differ from these estimates. Any effects on the business, financial position or results of operations from revisions to these estimates are recorded in the period in which the facts that give rise to the revision become known. Significant items subject to estimates and assumptions include the carrying amount and useful lives of property and equipment and intangible assets, impairment assessments, share-based compensation expense, and valuation allowances for accounts receivable, inventories, RINS, deferred tax assets, and derivative liabilities. Leases The Company determines whether a contract is or contains a lease when we have the right to control the use of the identified asset in exchange for consideration. Lease liabilities and right-of-use assets (“ROU assets”) are recognized at the commencement date based on the present value of lease payments over the lease term. According to ASU No. 2016-02, Leases (Topic 842), the Company elected certain practical expedients which permit us to not reassess whether existing contracts are or contain leases, to not reassess the lease classification of any existing leases, to not reassess initial direct costs for any existing leases, and to not separate lease and nonlease components for all classes of underlying assets. We also made an accounting policy election to keep leases with an initial term of 12 months or less off of the balance sheet for all classes of underlying assets. Additional information and disclosures required by this new standard are contained in " Note 16. Leases ". Impairment of Long-Lived Assets The Company evaluates the carrying value and recoverability of its long-lived assets when circumstances warrant such evaluation. Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable through the estimated undiscounted cash flows expected to result from the use and eventual disposition of the assets. Whenever any such impairment exists, an impairment loss will be recognized for the amount by which the carrying value exceeds the fair value. The Company determined that no long-lived asset impairment existed during the years ended December 31, 2023 and 2022. Income Taxes The Company accounts for income taxes in accordance with the asset and liability method prescribed by FASB ASC Topic 740. The Company records a valuation allowance against net deferred tax assets if, based upon the available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income and when temporary differences become deductible. The Company considers, among other available information, uncertainties surrounding the recoverability of deferred tax assets, scheduled reversals of deferred tax liabilities, projected future taxable income, and other matters in making this assessment. As part of the process of preparing its consolidated financial statements, the Company is required to estimate its income taxes in each of the jurisdictions in which it operates. This process requires the Company to estimate its actual current tax liability and to assess temporary differences resulting from differing book versus tax treatment of items, such as deferred revenue, compensation and benefits expense and depreciation. These temporary differences result in deferred tax assets and liabilities, which are included within the Company’s consolidated balance sheet. Significant management judgment is required in determining the Company’s provision for income taxes, its deferred tax assets and liabilities and any valuation allowance recorded against its net deferred tax assets. In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized and, when necessary, valuation allowances are established. The ultimate realization of the deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences become deductible. Management considers the level of historical taxable income, scheduled reversals of deferred taxes, projected future taxable income and tax planning strategies that can be implemented by the Company in making this assessment. If actual results differ from these estimates or the Company adjusts these estimates in future periods, the Company may need to adjust its valuation allowance, which could materially impact the Company’s consolidated financial position and results of operations. Tax contingencies can involve complex issues and may require an extended period of time to resolve. Changes in the level of annual pre-tax income can affect the Company’s overall effective tax rate. Until all net operating losses are utilized, there is no impact on the effective tax rate. Furthermore, the Company’s interpretation of complex tax laws may impact its recognition and measurement of current and deferred income taxes. The Company recognizes and measures a tax benefit from uncertain tax positions when it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The Company recognizes a liability for unrecognized tax benefits resulting from uncertain tax positions taken or expected to be taken in a tax return. The Company adjusts these liabilities when its judgment changes as a result of the evaluation of new information not previously available. Due to the complexity of some of these uncertainties, the ultimate resolution may result in a payment that is materially different from the current estimate or future recognition of an unrecognized benefit. These differences will be reflected as increases or decreases to income tax expense in the period in which they are determined. The Company recognizes interest and penalties related to unrecognized tax benefits within the income tax expense line in the consolidated statements of operations. Accrued interest and penalties are included within deferred taxes, unrecognized tax benefits and other long-term liabilities line in the consolidated balance sheet. Derivative Transactions All derivative instruments are recorded on the accompanying balance sheets at fair value. Commodity derivative transactions are not designated as cash flow hedges under FASB ASC 815, Derivatives and Hedges. Accordingly, these commodity derivative contracts are marked-to-market and any changes in the estimated value of commodity derivative contracts held at the balance sheet date are recognized in the accompanying statements of operations as increases (losses) or decreases (gains) in cost of revenues. The derivative assets or liabilities are classified as either current or noncurrent assets or liabilities based on their anticipated settlement date. The Company nets derivative assets and liabilities for counterparties where it has a legal right of offset. The Company, in accordance with ASC 815-40-25 and ASC 815-10-23 Derivatives and Hedging, determined that the Offtake Agreement with Idemitsu is a derivative agreement, but that it meets the qualifications for normal purchase normal sale ("NPNS"). The Company elected to apply the normal purchase normal sale exception to the derivative contract. For contracts elected within the NPNS scope exception, the contracts are accounted for under accrual accounting (ASC 606, Revenue from Contracts with Customers). Regarding presentation within the Statement of Cash Flows, contracts designated as NPNS are considered operating cash flows. In accordance with ASC 815-40-25 and ASC 815-10-15, Derivatives and Hedging and ASC 480-10-25, Liabilities-Distinguishing from Equity, convertible preferred shares are accounted for net, outside |
MOBILE REFINERY ACQUISITION
MOBILE REFINERY ACQUISITION | 12 Months Ended |
Dec. 31, 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 unaudited pro forma results of operations reflecting the acquisition of the Mobile Refinery as if the acquisition had occurred as of January 1, 2021. 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 the Year Ended December 31, 2023 2022 2021 Revenue $ 2,642,702 $ 3,216,285 $ 1,975,500 Net income (loss) $ 68,574 $ 77,336 $ (25,800) |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2023 | |
Environmental Remediation Obligations [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Litigation The Company, in its normal course of business, is involved in various 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, tortious interference with prospective and current business relations, 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. On May 26, 2023, Judge Hanen granted in part Vertex’s motion for summary judgment and dismissed Penthol’s business disparagement, fraud, and tortious interference claims. Penthol’s remaining claims remain pending. Penthol is seeking a declaration that Vertex has materially breached the agreement; an injunction that prohibits Vertex from using Penthol’s alleged trade secrets and requires Vertex to return any of Penthol’s alleged trade secrets; awards of actual, consequential and exemplary damages, attorneys’ fees and costs of court; and other relief to which it may be entitled. Vertex denies Penthol’s allegations. Vertex denies Penthol’s claims, and believes 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. The case was tried to the bench on October 30, 2023, and a post-trial briefing was submitted on November 22, 2023. Judge Hanen has not yet issued a decision in the case. 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. On January 24, 2023, the Court in the first-filed case granted the plaintiffs’ motions for consolidation and ordered that the consolidated cases be transferred from the Southern District of Alabama to the Southern District of Texas. The plaintiffs’ pending and competing motions to become lead plaintiff and lead plaintiff’s counsel in the putative class actions will be ruled on by the federal court in Houston. Shareholder Derivative Lawsuits : In June 2023, Zachary Sinrich, derivatively on behalf of the Company, filed a shareholder derivative lawsuit against certain current and former Directors (Mr. Benjamin P. Cowart, Mr. Dan Borgen, Mr. Christopher Stratton, Mr. Timothy Harvey, Ms. Karen Maston and Mr. Odeh Khoury) and Officers (Mr. Cowart and Mr. Chris Carlson) in the District Court of Harris County, Texas (Case 2023-35261). 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 (Ms. Maston and Mr. Khoury), 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 Court issued an order staying the case, as requested, on August 28, 2023. The Company is also defending a second shareholder derivative lawsuit 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 and relief sought are virtually identical. As was done in the first-filed derivative suits, on October 4, 2023, the parties jointly requested, and the Court granted, a stay of the lawsuit pending the outcome of an anticipated motion to dismiss in the putative securities class action litigation. Notwithstanding the fact that the Company and the defendants have stayed these cases, even if the putative class actions are successfully dismissed, the Company will need to separately address the plaintiffs’ filing of these shareholder derivative lawsuits. Martin Energy litigation : On October 31, 2022, Martin Energy Services LLC (“Martin”) filed a petition against Vertex Refining Alabama LLC, Case No. 2022-71500, in the 234th District Court of Harris County, Texas. Martin claimed breach of contract under a Sales Contract between the parties, fraudulent inducement and fraud by non-disclosure. Vertex filed an answer and alleged various affirmative defenses. Vertex denies the allegations and is vigorously defending them. The parties completed discovery on December 1, 2023. The parties began a bench trial in front of Harris County District Court Judge Lauren Reeder on January 30, 2024, and completed the trial on January 31, 2024. On February 27, 2024, the court rendered judgment that Martin take nothing on its claims for breach of contract, fraudulent inducement and fraud by non-disclosure and each party bear its own costs. It’s unclear at this time whether Martin will appeal the judgment. Environmental Matters |
REVENUES
REVENUES | 12 Months Ended |
Dec. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
REVENUES | REVENUES The following tables present our revenues disaggregated by geographical market and revenue source (in thousands): Year ended December 31, 2023 Refining & Black Oil & Recovery Corporate & Eliminations Consolidated Primary Geographical Markets Gulf Coast $ 3,045,991 $ 144,235 $ (13,039) $ 3,177,187 Sources of Revenue Refined products: Gasolines $ 663,442 $ — $ — $ 663,442 Jet Fuels 561,848 — — 561,848 Diesel 695,074 — — 695,074 Renewable diesel 269,807 — — 269,807 Other refinery products (1) 817,766 121,122 (13,039) 925,849 Re-refined products: Pygas 16,421 — — 16,421 Metals (2) — 12,226 — 12,226 Other re-refined products (3) 1,576 3,733 — 5,309 Services: Terminalling 20,057 — — 20,057 Oil collection services — 7,154 — 7,154 Total revenues $ 3,045,991 $ 144,235 $ (13,039) $ 3,177,187 Year ended December 31, 2022 Refining & Black Oil & Recovery Corporate & Eliminations Consolidated Primary Geographical Markets Gulf Coast $ 2,606,644 $ 185,071 $ — $ 2,791,715 Sources of Revenue Refined products: Gasolines $ 627,081 $ — $ — 627,081 Jet Fuels 438,999 — — 438,999 Diesel 940,095 — — 940,095 Other refinery products (1) 364,065 163,095 — 527,160 Re-refined products: Pygas 51,154 — — 51,154 Metals (2) — 16,356 — 16,356 Other re-refined products (3) 178,639 2,749 — 181,388 Services: Terminalling 6,611 — — 6,611 Oil collection services — 2,871 — 2,871 Total revenues $ 2,606,644 $ 185,071 $ — $ 2,791,715 Year ended December 31, 2021 Refining & Black Oil & Recovery Corporate & Eliminations Consolidated Primary Geographical Markets Gulf Coast $ 93,230 $ 114,530 $ — $ 207,760 Sources of Revenue Refined products: Gasolines $ 23,928 $ — $ — $ 23,928 Diesel 54,263 — — 54,263 Other refinery products (1) — 85,253 — 85,253 Re-refined products: Pygas 13,438 — — 13,438 Metals (2) — 23,707 — 23,707 Other re-refined products (3) 1,601 1,904 — 3,505 Services: Oil collection services — 3,666 — 3,666 Total revenues $ 93,230 $ 114,530 $ — $ 207,760 (1) Other refinery products include the sales of base oil, VGO (vacuum gas oil), cutterstock and Hydrotreated VGO and other petroleum products. (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 | 12 Months Ended |
Dec. 31, 2023 | |
Segment Reporting [Abstract] | |
SEGMENT REPORTING | SEGMENT REPORTING The Refining and Marketing segment consists primarily of the sale of gasoline, diesel, renewable diesel and jet fuel produced at the Mobile Refinery as well as pygas and industrial fuels, which are produced at a third-party facility. During the second quarter of 2023, the Mobile Refinery began processing soybean oil into renewable diesel. 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 includes 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 years ended December 31, 2023, 2022 and 2021 are as follows (in thousands): YEAR ENDED DECEMBER 31, 2023 Refining and Marketing Black Oil & Recovery Corporate and Eliminations Total Revenues: Refined products $ 3,007,937 $ 121,122 $ (13,039) $ 3,116,020 Re-refined products 17,997 15,959 — 33,956 Services 20,057 7,154 — 27,211 Total revenues 3,045,991 144,235 (13,039) 3,177,187 Cost of revenues (exclusive of depreciation and amortization shown separately below) 2,894,617 124,731 (13,352) 3,005,996 Depreciation and amortization attributable to costs of revenues 22,118 4,900 — 27,018 Gross profit 129,256 14,604 313 144,173 Selling, general and administrative expenses 118,165 19,788 30,687 168,640 Depreciation and amortization attributable to operating expenses 3,311 164 671 4,146 Income (loss) from operations 7,780 (5,348) (31,045) (28,613) Other income (expenses) Other income (expense) — 600 33 633 Gain on change in derivative liability — — 7,992 7,992 Interest expense (18,092) (188) (101,287) (119,567) Total other income (expense) (18,092) 412 (93,262) (110,942) Loss from continuing operations before income tax $ (10,312) $ (4,936) $ (124,307) $ (139,555) Total capital expenditures $ 127,729 $ 12,584 $ — $ 140,313 YEAR ENDED DECEMBER 31, 2022 Refining and Marketing Black Oil & Recovery Corporate and Eliminations Total Revenues: Refined products $ 2,370,240 $ 163,095 $ — $ 2,533,335 Re-refined products 229,793 19,105 — 248,898 Services 6,611 2,871 — 9,482 Total revenues 2,606,644 185,071 — 2,791,715 Cost of revenues (exclusive of depreciation and amortization shown separately below) 2,453,809 144,467 — 2,598,276 Depreciation and amortization attributable to costs of revenues 9,605 3,824 — 13,429 Gross profit 143,230 36,780 — 180,010 Selling, general and administrative expenses 83,001 17,241 27,540 127,782 Depreciation and amortization attributable to operating expenses 2,593 180 900 3,673 Income (loss) from operations 57,636 19,359 (28,440) 48,555 Other income (expenses) Other income (expense) 18 (104) (220) (306) Gain on change in derivative liability — — 7,821 7,821 Interest expense (10,414) (50) (69,447) (79,911) Total other income (expense) (10,396) (154) (61,846) (72,396) Loss from continuing operations before income tax $ 47,240 $ 19,205 $ (90,286) $ (23,841) Total capital expenditures $ 72,588 $ 2,924 $ — $ 75,512 YEAR ENDED DECEMBER 31, 2021 Refining and Marketing Black Oil & Recovery Corporate and Eliminations Total Revenues: Refined products $ 78,191 $ 85,253 $ — $ 163,444 Re-refined products 15,039 25,611 — 40,650 Services — 3,666 — 3,666 Total revenues 93,230 114,530 — 207,760 Cost of revenues (exclusive of depreciation and amortization shown separately below) 89,570 89,216 — 178,786 Depreciation and amortization attributable to costs of revenues 509 3,534 — 4,043 Gross profit 3,151 21,780 — 24,931 Selling, general and administrative expenses 3,277 14,444 12,885 30,606 Loss on Assets Impairment — 2,124 — 2,124 Depreciation and amortization attributable to operating expenses 434 234 1,013 1,681 Income (loss) from operations (560) 4,978 (13,898) (9,480) Other income (expenses) Other income (expense) — — 4,158 4,158 Loss on change in derivative liability — — (15,685) (15,685) Interest expense — — (3,832) (3,832) Total other income — — (15,359) (15,359) Loss from continuing operations before income tax $ (560) $ 4,978 $ (29,257) $ (24,839) Total capital expenditures $ — $ 2,331 $ — $ 2,331 Total assets by segment were as follows (in thousands): AS OF DECEMBER 31, 2023 Refining & Black Oil & Recovery Corporate and Eliminations Consolidated Total assets $ 661,101 $ 106,524 $ 86,999 $ 854,624 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, certain prepaid assets, assets held for sale as well as cash. |
ACCOUNTS RECEIVABLE
ACCOUNTS RECEIVABLE | 12 Months Ended |
Dec. 31, 2023 | |
Receivables [Abstract] | |
ACCOUNTS RECEIVABLE | ACCOUNTS RECEIVABLE Accounts receivable, net, consists of the following at December 31 (in thousands): 2023 2022 Accounts receivable trade $ 37,473 $ 36,098 Allowance for credit losses (1,309) (1,550) Accounts receivable, net $ 36,164 $ 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 $224.0 thousand, for the year ended December 31, 2023, and bad debt expense was $241.8 thousand and $825.6 thousand for the years ended December 31, 2022 and 2021, respectively from continued operations. |
CONCENTRATIONS OF CREDIT RISK A
CONCENTRATIONS OF CREDIT RISK AND SIGNIFICANT CUSTOMERS | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
CONCENTRATIONS OF CREDIT RISK AND SIGNIFICANT CUSTOMERS | CONCENTRATIONS OF CREDIT RISK AND SIGNIFICANT CUSTOMERS The Company has concentrated credit risk for cash by maintaining deposits in one bank. These balances are insured by the Federal Deposit Insurance Corporation up to $250,000. From time to time during the years ended December 31, 2023 and 2022, the Company’s cash balances exceeded the federally insured limits. No losses have been incurred relating to this concentration. At December 31, 2023, 2022, and 2021 and for the years then ended, the Company’s revenues and receivables were comprised of the following customer concentrations: 2023 2022 2021 % of % of Receivables % of % of Receivables % of % of Receivables Customer 1 35% 2% 39% 11% —% —% Customer 2 32% 26% 28% 23% —% —% Customer 3 2% 3% 9% 28% 39% 26% For the years ended December 31, 2023, 2022 and 2021, the Company's segment revenues were comprised of the following customer concentrations: % of Revenue by Segment 2023 % of Revenue by Segment 2022 % of Revenue by Segment 2021 Refining and Marketing Black Oil and Recovery Refining and Marketing Black Oil and Recovery Refining and Marketing Black Oil and Recovery Customer 1 36% —% 42% —% —% —% Customer 2 33% 11% 30% —% —% —% Customer 3 1% 27% 4% 85% —% 71% As of and for the year ended December 31, 2023 and 2022, substantially all of the Company's crude oil, which is used in our Refining and Marketing segment, is purchased from a single vendor. For the year ended December 31, 2021, the Company had one vendor which accounted for 35% of total purchases. The Company’s revenue, profitability and future rate of growth are substantially dependent on prevailing prices for petroleum-based products. Historically, the energy markets have been very volatile, and there can be no assurance that these prices will not be subject to wide fluctuations in the future. A substantial or extended decline in such prices could have a material adverse effect on the Company’s financial position, results of operations, cash flows, and access to capital and on the quantities of petroleum-based products that the Company can economically produce. |
INVENTORY
INVENTORY | 12 Months Ended |
Dec. 31, 2023 | |
Inventory Disclosure [Abstract] | |
INVENTORY | INVENTORY The following table describes the Company's inventory balances by category as of December 31, 2023 and 2022 (in thousands): As of December 31 2023 As of December 31, 2022 Crude oil $ 60,702 $ 59,131 Renewable feedstocks 27,450 — Refined products 91,911 74,311 Re-refined products 2,057 2,031 Total inventory $ 182,120 $ 135,473 The following table summarizes our outstanding obligations under our inventory financing agreements (in thousands): December 31, 2023 December 31, 2022 Obligations under inventory financing agreement $ 141,343 $ 119,189 Unamortized financing cost (250) (1,250) Obligations under inventory financing agreement, net $ 141,093 $ 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 any unsold inventory. 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. The agreement automatically extends for another 12 months after the end of the initial term, unless terminated prior to such date by either party with 180 days prior written notice. Neither party exercised the termination clause. 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): For the Year Ended December 31, 2023 2022 Intermediation fee $ 19,756 $ 50,766 Inventory financing fees (include over/under) $ 6,389 $ (5,450) Interest expense and financing costs, net $ 11,553 $ 6,912 |
INVENTORY FINANCING AGREEMENT
INVENTORY FINANCING AGREEMENT | 12 Months Ended |
Dec. 31, 2023 | |
Inventory Disclosure [Abstract] | |
INVENTORY FINANCING AGREEMENT | INVENTORY The following table describes the Company's inventory balances by category as of December 31, 2023 and 2022 (in thousands): As of December 31 2023 As of December 31, 2022 Crude oil $ 60,702 $ 59,131 Renewable feedstocks 27,450 — Refined products 91,911 74,311 Re-refined products 2,057 2,031 Total inventory $ 182,120 $ 135,473 The following table summarizes our outstanding obligations under our inventory financing agreements (in thousands): December 31, 2023 December 31, 2022 Obligations under inventory financing agreement $ 141,343 $ 119,189 Unamortized financing cost (250) (1,250) Obligations under inventory financing agreement, net $ 141,093 $ 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 any unsold inventory. 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. The agreement automatically extends for another 12 months after the end of the initial term, unless terminated prior to such date by either party with 180 days prior written notice. Neither party exercised the termination clause. 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): For the Year Ended December 31, 2023 2022 Intermediation fee $ 19,756 $ 50,766 Inventory financing fees (include over/under) $ 6,389 $ (5,450) Interest expense and financing costs, net $ 11,553 $ 6,912 |
PREPAID EXPENSES AND OTHER CURR
PREPAID EXPENSES AND OTHER CURRENT ASSETS | 12 Months Ended |
Dec. 31, 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): As of December 31, 2023 As of December 31, 2022 Prepaid insurance $ 8,076 $ 8,356 Commodity derivative advance 1,502 5,472 Sulfur credits 3,462 1,648 Benzene credits — 353 Prepaid feedstock 9,845 — Prepaid freight 3,260 — Prepaid operating expenses 4,756 5,160 Inventory financing deposit 15,259 10,329 Derivative commodity assets 11 — Other current assets 7,003 5,342 Total prepaid expenses & other current assets $ 53,174 $ 36,660 |
FIXED ASSETS, NET
FIXED ASSETS, NET | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
FIXED ASSETS, NET | FIXED ASSETS, NET Fixed assets consist of the following (in thousands): Useful Life December 31, 2023 December 31, 2022 Equipment 7-20 $ 276,331 $ 97,120 Furniture and fixtures 7 46 86 Leasehold improvements 15 2,852 2,852 Office equipment 5 1,400 1,433 Vehicles 5 15,087 9,212 Building 20 3,663 2,334 Turnarounds 4 21,100 18,964 Construction in progress 53,467 96,765 Land 9,793 9,168 Total fixed assets 383,739 237,934 Less accumulated depreciation (57,628) (36,185) Net fixed assets $ 326,111 $ 201,749 For the years ended December 31, 2023 and 2022, the Company capitalized interest totaling $6.9 million and $2.1 million, which related to a major construction project at Mobile Refinery. Depreciation expense was $23.3 million, $11.1 million and $3.9 million for the years ended December 31, 2023, 2022 and 2021, respectively, for the continued operations. Construction in progress is related to refining equipment at our various facilities. During August 2021, Hurricane Ida made landfall in southeast Louisiana, approximately 30 miles directly south and west of the Myrtle Grove facility, which resulted in the entire 42 acre Myrtle Grove site to be covered with 4-6 feet of storm surge and thus damages of assets and equipment. The Company reviewed the inspection report and related information from insurance companies and a third party engineer, and determined that there is no 100% certainty around the recoverability of some Construction-In-Progress assets such as fire heaters and pumps and instrumentation. The original values of identical or similar assets was used to determine the impairment amount. The Company recorded $2.1 million of loss on assets impairment within other operating expenses on the Consolidated Statements of Operations in the fourth quarter of 2021, of which the entire amount is related to our Black Oil segment. Asset Retirement Obligations: The Company has asset retirement obligations with respect to certain of its refinery assets due to various legal obligations to clean and/or dispose of various component parts of each refinery at the time they are retired. However, these component parts can be used for extended and indeterminate periods of time as long as they are properly maintained and/or upgraded. It is the Company’s practice and current intent to maintain its refinery assets and continue making improvements to those assets based on technological advances. As a result, the Company believes that its refinery assets have indeterminate lives for purposes of estimating asset retirement obligations because dates, or ranges of dates, upon which the Company would retire refinery assets cannot reasonably be estimated. When a date or range of dates can reasonably be estimated for the retirement of any component part of a refinery, the Company estimates the cost of performing the retirement activities and records a liability for the fair value of that cost using established present value techniques. |
INTANGIBLE ASSETS, NET
INTANGIBLE ASSETS, NET | 12 Months Ended |
Dec. 31, 2023 | |
Indefinite-Lived Intangible Assets (Excluding Goodwill) [Abstract] | |
INTANGIBLE ASSETS, NET | INTANGIBLE ASSETS, NET Components of intangible assets (subject to amortization) consist of the following items (in thousands): December 31, 2023 December 31, 2022 Useful Life Gross Accumulated Amortization Net Gross Net Customer relations 5 $ 1,658 $ 989 $ 669 $ 978 $ 974 $ 4 Vendor relations 10 4,778 4,639 139 4,778 4,575 203 Trademark/Trade name 15 887 657 230 887 608 279 TCEP Technology/Patent 15 13,287 9,724 3,563 13,287 8,838 4,449 Software and cloud 3 12,567 5,627 6,940 9,387 2,495 6,892 $ 33,177 $ 21,636 $ 11,541 $ 29,317 $ 17,490 $ 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 $4.1 million, $3.7 million and $1.7 million for the years ended December 31, 2023, 2022 and 2021, respectively. Estimated future amortization expense is as follows: 2024 $ 4,414 2025 2,093 2026 1,314 2027 1,124 2028 517 Thereafter 2,079 $ 11,541 |
ACCRUED LIABILITIES AND OTHER C
ACCRUED LIABILITIES AND OTHER CURRENT LIABILITIES | 12 Months Ended |
Dec. 31, 2023 | |
Payables and Accruals [Abstract] | |
ACCRUED LIABILITIES AND OTHER CURRENT LIABILITIES | ACCRUED LIABILITIES AND OTHER CURRENT LIABILITIES Accrued expenses and other current liabilities consisted of the following (in thousands): December 31, 2023 December 31, 2022 Accrued purchases $ 17,685 $ 21,185 Accrued interest 460 1,488 Accrued compensation and benefits 7,605 6,530 Accrued taxes other than payroll taxes 826 1,102 RINS obligations 46,153 51,355 Benzene credits obligations 531 — Unearned revenue 325 — Environmental liabilities - current 51 51 Derivative commodity liability — 242 $ 73,636 $ 81,953 |
FINANCING ARRANGEMENTS
FINANCING ARRANGEMENTS | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
FINANCING ARRANGEMENTS | FINANCING ARRANGEMENTS The Company's outstanding debt as of December 31, 2023 and 2022 is summarized as follows (in thousands): Creditor Loan Type 2023 2022 Convertible Senior Note Note $ 15,230 $ 95,178 Term loan due April 1, 2025 Loan 195,950 165,000 SBA Loan SBA Loan — 59 Various institutions Short term loan 6,237 5,602 Principal amount of long-term debt 217,417 265,839 Less: unamortized discount and deferred financing costs (30,354) (81,918) Total debt, net of unamortized discount and deferred financing costs 187,063 183,921 Less: current maturities (16,362) (13,911) Long term debt, net of current maturities $ 170,701 $ 170,010 Future maturities of long-term debt, excluding financing lease obligations, as of December 31, 2023 are summarized as follows (in thousands): Period Ended December 31, Amount Due 2024 $ 16,362 2025 185,825 2026 — 2027 15,230 Total $ 217,417 Short Term Loan 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 $4,893 thousand at December 31, 2023 and $5,602 thousand at December 31, 2022. The Company has a short-term promissory note for the purchase of assets with an outstanding balance of $1,344 thousand bearing 8.5% interest rate per annum at December 31, 2023. Term Loan 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”). 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 extend 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. On December 28, 2023, the parties entered into a fifth amendment to the Loan and Security Agreement (a) pursuant to which certain of the Lenders (the “Additional Lenders”) agreed to provide an additional term loan in the amount of $50 million (the “Additional Term Loan”, and together with the existing term loans, the “Term Loan”); and (b) the Lender's waived certain technical events of default which had occurred under the Loan and Security Agreement, mainly relating to monetary thresholds for indebtedness and investments; and to include certain other mutually negotiated changes to the Loan and Security Agreement. Amounts outstanding under the existing Term Loan mature at April 1, 2025, and bear interest at a rate per annum equal to the sum of (i) the greater of (x) the per annum rate publicly quoted from time to time by The Wall Street Journal as the “Prime Rate” in the United States minus 1.50% as in effect on such day and (y) the Federal Funds rate for such day plus 0.50%, subject in the case of this clause (i), to a floor of 1.0%, plus (ii) 10.25%, currently 17.25%. Interest is payable in cash (i) quarterly, in arrears, on the last business day of each calendar quarter, commencing on the last business day of the calendar quarter ending March 28, 2024, (ii) in connection with any payment, prepayment or repayment of the Term Loans, and (iii) at maturity (whether upon demand, by acceleration or otherwise). Pursuant to the Loan and Security Agreement, on the last day of March, June, September and December of each year (or if such day is not a business day, the next succeeding business day), beginning on June 28, 2024 and ending on December 31, 2024, Vertex Refining is required to repay $2,687,500 of the principal amount of the Term Loans, subject to reductions in the event of any prepayment of the Loan and Security Agreement. Pursuant to the Loan and Security Agreement, the Lenders agreed to provide a $215.0 million term loan to Vertex Refining (the “Term Loan”). The Company paid off $19.1 million owed under the term loan during the year ended December 31, 2023. Warrant Agreements and Derivative Liabilities In connection with the 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) on April 1, 2022 (the “ Initial Warrants ”). The terms of the warrants are set forth in a Warrant Agreement (the “ April 2022 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 the Amendment No. One to Loan and Security 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 0.25 million shares of the Company’s common stock to the Additional Lenders and their affiliates. The terms of the Additional Warrants are set forth in a Warrant Agreement (the “ May 2022 Warrant Agreement ” and together with the April 2022 Warrant Agreement, the “ Prior Warrant Agreements ”) entered into on May 26, 2022, between the Company and Continental Stock Transfer & Trust Company as warrant agent. In connection with the entry into Amendment No. Five to Loan and Security Agreement, and as a required term and condition thereof, on December 28, 2023, the Company granted warrants (the “ New Warrants ”) to purchase 1.0 million shares of the Company’s common stock to the additional lenders and their affiliates. As additional consideration for the Lenders agreeing to Amendment No. Five to Loan Agreement, the Company agreed to reprice the Prior Warrants to have an exercise price of $3.00 per share (the “Warrant Repricing”). 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 detailed in the agreement. The fundamental transaction clause requires the warrants to be classified as liabilities. The fair value of the warrants is presented in “ Note 20. Fair Value Measurements ”, and warrant activities are presented in “ Note 18. Stock Based Compensation and Warrants ”. 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 (the “ Note Offering ”) to persons reasonably believed to be “qualified institutional buyers” and/or to “accredited investors” in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended ( the "Securities Act" ), pursuant to Securities Purchase Agreements. The issue price was 90% of the face amount of each note. Interest payments on the Notes are paid semiannually on April 1 and October 1 of each year, beginning on April 1, 2022. On January 20, 2022, our shareholders approved the issuance of shares of our common stock issuable upon conversion of the Convertible Senior Notes, in accordance with Nasdaq Listing Rules 5635 (a) and (d). Accordingly, $79 million of derivative Convertible Senior Note liabilities were reclassified to additional paid in capital During the year ended December 31, 2022, holders of an aggregate of $60 million of the 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. Upon the conversion, the Company recognized $33.9 million unamortized deferred loan cost and discount as interest expense. 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 through 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 in inducement cost as interest expense. The components of the Convertible Senior Notes are presented as follows (in thousands) : 2023 2022 Principal balance at beginning of period $ 95,178 $ 155,000 Conversion of principal into common stock (79,948) (59,822) Principal balance at the end of period 15,230 95,178 Unamortized discount and issuance costs (7,157) (51,005) Net carrying amount at the end of period $ 8,073 $ 44,173 |
LEASES
LEASES | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
LEASES | LEASES Finance Leases The Company's finance leases liabilities consisted of the following as of December 31, 2023 and 2022 (in thousands): Creditor 2023 2022 Matheson Tri-Gas $ 44,132 $ 45,311 Plaquemines 994 1,169 Harvey Ford 39 47 DLL financial 47 — Diego 137 — Centerpoint Blakely 23,292 — $ 68,641 $ 46,527 Future payments of finance lease obligations, as of December 31, 2023 are summarized as follows (in thousands): Year Ended December 31, Amount Due 2024 $ 8,446 2025 8,459 2026 8,449 2027 8,410 2028 26,488 Thereafter 57,877 Total 118,129 Less: interest (49,488) Present value of financing lease liabilities 68,641 Less: current portion of lease liabilities (2,435) Total lease liabilities, net of current portion $ 66,206 On January 21, 2023, the Company entered into one finance lease. Payments are $803 per month for three years and the amount of the finance lease obligation is $16.3 thousand at December 31, 2023. The amount of the right of use assets is $17.2 thousand at December 31, 2023. On April 1, 2023, the Company entered into one finance lease. Base payments are $0.1 million per month for five years. The amount of the right of use assets is $23.4 million at December 31, 2023, and the finance lease obligation is $23.3 million at December 31, 2023. On December 1, 2023, the Company entered into one finance lease. Payments are $1,000 per month for first 6 months and $3,500 per month for the next 54 months and the amount of the finance lease obligation is $137.3 thousand at December 31, 2023. The amount of the right of use assets is $135.5 thousand at December 31, 2023. On December 5, 2023, the Company entered into one finance lease. Payments are $639 per month for 64 months and the amount of the finance lease obligation is $30.7 thousand at December 31, 2023. The amount of the right of use assets is $30.1 thousand at December 31, 2023. The following table summarizes the lease cost recognized in our consolidated statements of operations (in thousands): Year Ended December 31, Lease Cost Type 2023 2022 2021 Amortization of finance lease ROU assets $ 3,740 $ 2,291 $ 114 Interest on lease liabilities 6,004 4,117 99 Net finance lease costs $ 9,744 $ 6,408 $ 213 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. On April 30, 2023, the Company renewed one operating lease. Base payments are $0.3 million per month for 5 years, then the lease is automatically renewable until either party provides a termination notice at least 90 days prior to the end of the then term. The Company elected 15 years for the lease term to estimate the total amount of the right of use assets and operating lease liabilities, which is $19.9 million as of December 31, 2023. On November 15, 2022, the Company entered into one operating lease. Base payments are $0.2 million per month for 15 months, then the lease is automatically renewable until either party provides a termination notice at least 90 days prior to the end of the then term. The Company elected 20 years for the lease term to estimate the total amount of the right of use assets and operating lease liabilities, which is $19.6 million as of December 31, 2023. The following table summarizes the operating lease costs recognized (in thousands): Year Ended December 31, Lease Cost Type 2023 2022 2021 Operating lease cost $ 22,285 $ 8,349 $ 5,566 Variable lease cost 2,932 1,032 225 Short-term lease cost 23,392 950 1,322 Net lease cost $ 48,609 $ 10,331 $ 7,113 Cash Flows During the years ended December 31, 2023, 2022 and 2021, cash paid for amounts included in operating lease liabilities was $22.3 million, $8.3 million and $5.6 million, respectively, and is included in operating cash flows. Cash paid for amounts included in finance lease was $2.0 million, $0.8 million and $0.8 million during the years ended December 31, 2023, 2022 and 2021, respectively, and is included in financing cash flows. Maturities of our lease liabilities for all operating leases are as follows as of December 31, 2023 (in thousands): For the period ending December 31, Facilities Equipment Plant Railcar Total 2024 $ 948 $ 20,168 $ 8,953 $ 614 $ 30,683 2025 842 10,078 8,538 471 19,929 2026 643 5,058 8,538 328 14,567 2027 604 4,371 8,589 165 13,729 2028 584 324 7,735 — 8,643 Thereafter 1,407 — 81,904 — 83,311 Total lease payments 5,028 39,999 124,257 1,578 170,862 Less: interest (1,481) (5,761) (68,656) (224) (76,122) Present value of operating lease liabilities 3,547 34,238 55,601 1,354 94,740 Less: current portion of lease liabilities (582) (16,950) (2,265) (499) (20,296) Total lease liabilities, net of current portion $ 2,965 $ 17,288 $ 53,336 $ 855 $ 74,444 The weighted average remaining lease terms and discount rates for all of our operating leases were as follows as of December 31, 2023: Remaining lease term and discount rate: December 31, 2023 Weighted average remaining lease terms (years) Lease facilities 6.60 Lease equipment 3.16 Lease plant 15.83 Lease railcar 1.57 Weighted average discount rate Lease facilities 11.02 % Lease equipment 12.09 % Lease plant 12.28 % Lease railcar 10.18 % Significant Judgments Significant judgments include the discount rates applied, the expected lease terms, lease renewal options and residual value guarantees. There are several leases with renewal options or purchase options. The purchase options are not expected to have a material impact on the lease obligation. There are several facility and plant leases which have lease renewal options from one The largest facility lease has an initial term through 2032. That lease does not have an extension option. For the two plant leases both have multiple 5-year extension options for a total of 20 years. Two extension options have been included in the lease right to use asset and lease obligation at January 1, 2019. One terminal lease has an initial term through 2024, with an automatic extension option, unless terminated prior to 150 days before the end of the then current term, thus the lease has an estimated term of a total of 20 years. 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 leases liabilities consisted of the following as of December 31, 2023 and 2022 (in thousands): Creditor 2023 2022 Matheson Tri-Gas $ 44,132 $ 45,311 Plaquemines 994 1,169 Harvey Ford 39 47 DLL financial 47 — Diego 137 — Centerpoint Blakely 23,292 — $ 68,641 $ 46,527 Future payments of finance lease obligations, as of December 31, 2023 are summarized as follows (in thousands): Year Ended December 31, Amount Due 2024 $ 8,446 2025 8,459 2026 8,449 2027 8,410 2028 26,488 Thereafter 57,877 Total 118,129 Less: interest (49,488) Present value of financing lease liabilities 68,641 Less: current portion of lease liabilities (2,435) Total lease liabilities, net of current portion $ 66,206 On January 21, 2023, the Company entered into one finance lease. Payments are $803 per month for three years and the amount of the finance lease obligation is $16.3 thousand at December 31, 2023. The amount of the right of use assets is $17.2 thousand at December 31, 2023. On April 1, 2023, the Company entered into one finance lease. Base payments are $0.1 million per month for five years. The amount of the right of use assets is $23.4 million at December 31, 2023, and the finance lease obligation is $23.3 million at December 31, 2023. On December 1, 2023, the Company entered into one finance lease. Payments are $1,000 per month for first 6 months and $3,500 per month for the next 54 months and the amount of the finance lease obligation is $137.3 thousand at December 31, 2023. The amount of the right of use assets is $135.5 thousand at December 31, 2023. On December 5, 2023, the Company entered into one finance lease. Payments are $639 per month for 64 months and the amount of the finance lease obligation is $30.7 thousand at December 31, 2023. The amount of the right of use assets is $30.1 thousand at December 31, 2023. The following table summarizes the lease cost recognized in our consolidated statements of operations (in thousands): Year Ended December 31, Lease Cost Type 2023 2022 2021 Amortization of finance lease ROU assets $ 3,740 $ 2,291 $ 114 Interest on lease liabilities 6,004 4,117 99 Net finance lease costs $ 9,744 $ 6,408 $ 213 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. On April 30, 2023, the Company renewed one operating lease. Base payments are $0.3 million per month for 5 years, then the lease is automatically renewable until either party provides a termination notice at least 90 days prior to the end of the then term. The Company elected 15 years for the lease term to estimate the total amount of the right of use assets and operating lease liabilities, which is $19.9 million as of December 31, 2023. On November 15, 2022, the Company entered into one operating lease. Base payments are $0.2 million per month for 15 months, then the lease is automatically renewable until either party provides a termination notice at least 90 days prior to the end of the then term. The Company elected 20 years for the lease term to estimate the total amount of the right of use assets and operating lease liabilities, which is $19.6 million as of December 31, 2023. The following table summarizes the operating lease costs recognized (in thousands): Year Ended December 31, Lease Cost Type 2023 2022 2021 Operating lease cost $ 22,285 $ 8,349 $ 5,566 Variable lease cost 2,932 1,032 225 Short-term lease cost 23,392 950 1,322 Net lease cost $ 48,609 $ 10,331 $ 7,113 Cash Flows During the years ended December 31, 2023, 2022 and 2021, cash paid for amounts included in operating lease liabilities was $22.3 million, $8.3 million and $5.6 million, respectively, and is included in operating cash flows. Cash paid for amounts included in finance lease was $2.0 million, $0.8 million and $0.8 million during the years ended December 31, 2023, 2022 and 2021, respectively, and is included in financing cash flows. Maturities of our lease liabilities for all operating leases are as follows as of December 31, 2023 (in thousands): For the period ending December 31, Facilities Equipment Plant Railcar Total 2024 $ 948 $ 20,168 $ 8,953 $ 614 $ 30,683 2025 842 10,078 8,538 471 19,929 2026 643 5,058 8,538 328 14,567 2027 604 4,371 8,589 165 13,729 2028 584 324 7,735 — 8,643 Thereafter 1,407 — 81,904 — 83,311 Total lease payments 5,028 39,999 124,257 1,578 170,862 Less: interest (1,481) (5,761) (68,656) (224) (76,122) Present value of operating lease liabilities 3,547 34,238 55,601 1,354 94,740 Less: current portion of lease liabilities (582) (16,950) (2,265) (499) (20,296) Total lease liabilities, net of current portion $ 2,965 $ 17,288 $ 53,336 $ 855 $ 74,444 The weighted average remaining lease terms and discount rates for all of our operating leases were as follows as of December 31, 2023: Remaining lease term and discount rate: December 31, 2023 Weighted average remaining lease terms (years) Lease facilities 6.60 Lease equipment 3.16 Lease plant 15.83 Lease railcar 1.57 Weighted average discount rate Lease facilities 11.02 % Lease equipment 12.09 % Lease plant 12.28 % Lease railcar 10.18 % Significant Judgments Significant judgments include the discount rates applied, the expected lease terms, lease renewal options and residual value guarantees. There are several leases with renewal options or purchase options. The purchase options are not expected to have a material impact on the lease obligation. There are several facility and plant leases which have lease renewal options from one The largest facility lease has an initial term through 2032. That lease does not have an extension option. For the two plant leases both have multiple 5-year extension options for a total of 20 years. Two extension options have been included in the lease right to use asset and lease obligation at January 1, 2019. One terminal lease has an initial term through 2024, with an automatic extension option, unless terminated prior to 150 days before the end of the then current term, thus the lease has an estimated term of a total of 20 years. 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 | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
EQUITY | EQUITY Common Stock The total number of authorized shares of the Company’s common stock is 750,000,000 shares, $0.001 par value per share. As of December 31, 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 year ended December 31, 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 $101.1 million in Convertible Senior Notes. During the year ended December 31, 2022, the Company issued 0.4 million shares of common stock in connection with the conversion of Series A Convertible Preferred Stock into common 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, issued 0.1 million shares of the Company's common stock upon the exercise of warrants to purchase 0.2 million shares of the Company's common stock with an exercise price of $4.50 per share on a cash and cashless basis, and issued 10.2 million shares of the Company's common stock upon conversion of $101.1 million in Convertible Senior Notes. In addition, the Company issued 0.6 million shares of common stock in connection with the exercise of options. During the year ended December 31, 2021, the Company issued 12.8 million shares of common stock in connection with the conversion and exchange of Series B1 and Series B Preferred Stock. In addition, the Company issued 1.8 million shares of common stock in connection with the exercise of options. Also, the Company issued 3.1 million shares of common stock in connection with the exercise of warrants. Warrant Exchange Agreement On March 24, 2022, the Company entered into an Exchange Agreement with Tensile Capital Partners Master Fund LP (" Tensile "). Pursuant to the agreement, Tensile agreed to exchange 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 five day trailing volume weighted average price of the Company’s common stock. Warrant Exercise On July 11, 2022, the holders of warrants to purchase 0.2 million shares of the Company’s common stock exercised warrants to purchase 0.2 million shares of the Company's common stock with an exercise price of $4.50 per share and an expiration date of April 1, 2027, on a cashless basis, and were issued 0.1 million shares of the Company’s common stock, with the value of such surrendered shares based on the five day trailing volume weighted average price of the Company’s common stock. On July 22, 2022, the holders of warrants to purchase 100 shares of common stock exercised warrants to purchase 100 shares of the Company's common stock with an exercise price of $4.50 per share for cash and were issued 100 shares of common stock. Conversion of Convertible Senior Notes During the year ended December 31, 2022, holders of an aggregate 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 |
STOCK BASED COMPENSATION AND WA
STOCK BASED COMPENSATION AND WARRANTS | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
STOCK BASED COMPENSATION AND WARRANTS | STOCK BASED COMPENSATION AND WARRANTS The stock based compensation cost that has been charged against income by the Company was $2.3 million, $1.6 million and $0.9 million for the years ended December 31, 2023, 2022 and 2021, respectively, for options awarded by the Company. On June 19, 2023, the Board of Directors granted five members of the Board of Directors 113.0 thousand shares of restricted common stock at an effective price of $5.75 per share, of which the first half of such shares vested on December 31, 2023 and second half of such shares vested on January 4, 2024. The grant date fair value is $650 thousand which amount was expensed on December 31, 2023. Restricted stock activity for the years ended December 31, 2023 is as follows: Restricted stock issued for Compensation: Shares Effective Stock Price Weighted Average Remaining Contractual Life Grant Date Fair Value (in thousands) Aggregate Intrinsic Value (in thousands) Outstanding at December 31, 2022 — $ — — $ — $ — Restricted stock issued 113 5.75 0.01 650 — Outstanding at December 31, 2023 113 $ 5.75 0.01 $ 650 $ — Unvested at December 31, 2023 57 $ 5.75 0.01 $ 325 $ — Stock option activity for the years ended December 31, 2023, 2022 and 2021 is summarized as follows: OPTIONS ISSUED FOR COMPENSATION: Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life Grant Date Fair Value (in thousands) Aggregate Intrinsic Value (in thousands) Outstanding at December 31, 2020 5,104 $ 1.80 5.55 $ 4,902 $ 1,433 Options granted 1,321 1.93 9.00 2,067 Options exercised (2,042) 1.50 — (2,140) Options cancelled/forfeited/expired (189) 1.40 — (147) Outstanding at December 31, 2021 4,194 $ 1.73 6.37 $ 4,682 $ 15,951 Exercisable at December 31, 2021 1,716 $ 1.98 4.84 $ 1,707 $ 15,951 Outstanding at December 31, 2021 4,194 $ 1.73 6.37 $ 4,682 $ 15,951 Options granted 305 10.03 7.25 2,982 Options exercised (653) 1.65 6.20 (756) Options cancelled/forfeited/expired (214) 1.48 — (294) Outstanding at December 31, 2022 3,632 $ 2.46 5.62 $ 6,614 $ 19,069 Exercisable at December 31, 2022 1,922 $ 1.87 3.94 $ 2,138 $ 19,069 Outstanding at December 31, 2022 3,632 $ 2.46 5.62 $ 6,614 $ 19,069 Options granted 433 6.46 9.35 2,373 Options exercised (561) 1.68 3.45 (563) Options cancelled/forfeited/expired (291) 2.36 — (663) Outstanding at December 31, 2023 3,213 $ 3.14 5.62 $ 7,761 7,681 Exercisable at December 31, 2023 1,897 $ 2.13 4.11 $ 2,621 $ 7,681 On November 16, 2023, the Board of Directors accelerated the vesting in full of options to purchase 15.0 thousand shares of common stock at an exercise price of $1.45 per share and 45,000 shares of common stock at an exercise price of $1.92 per share, which was part of the severance payable to a deceased director. The grant date fair value is $94.0 thousand which amount was expensed on December 31, 2023. On May 14, 2023, the Board of Directors granted 15 employees and 1 officer/director (Benjamin P. Cowart, the Company’s Chief Executive Officer) options to purchase an aggregate of 234.6 thousand and 48.6 thousand shares of common stock, respectively, at an exercise price of $6.46 per share, with a ten year term (subject to continued employment/directorship), vesting at the rate of 1/4th of such options per year on the first 4 anniversaries of the grant date, under our 2019 Equity Incentive Plan, in consideration for services rendered and to be rendered to the Company. The grant date fair value is $1.4 million which amount is being amortized at the rate of $28.9 thousand per month. On April 17, 2023, the Board of Directors granted 1 employee options to purchase an aggregate of 150.0 thousand shares of common stock, at an exercise price of $6.46 per share, with a ten year term (subject to continued employment/directorship), vesting at the rate of 1/4th of such options per year on the first 4 anniversaries of the grant date, under our 2020 Equity Incentive Plan, in consideration for services rendered and to be rendered to the Company. The grant date fair value is $1.0 million which amount is being amortized at the rate of $20.5 thousand per month. On December 31, 2022, the Board of Directors accelerated the vesting in full of options to purchase 15,000 shares of common stock at an exercise price of $1.45 per share and 45,000 shares of common stock at an exercise price of $1.92 per share, which was part of the severance payable to a resigning director. The grant date fair value is $349.8 thousand which amount was expensed on December 31, 2022. On May 12, 2022, the Board of Directors granted 27 employees and 1 officer/director (Benjamin P. Cowart, the Company’s Chief Executive Officer) options to purchase an aggregate of 212,021 and 28,813 shares of common stock, respectively, at an exercise price of $11.90 and $13.09 per share, respectively, with a ten year and five year term, respectively (subject to continued employment/directorship), vesting at the rate of 1/4th of such options per year on the first 4 anniversaries of the grant date, under our 2019 Equity Incentive Plan, in consideration for services rendered and to be rendered to the Company. The grant date fair value is $2,586.8 thousand which amount is being amortized at the rate of $53.9 thousand per month. On May 14, 2021, the Board of Directors granted 21 employees, 1 officer/director (Benjamin P. Cowart, the Company’s Chief Executive Officer), and 5 board members options to purchase an aggregate of 924,720, 96,520 and 300,000 shares of common stock, respectively, at an exercise price of $1.92, $2.12, and $1.92 per share, respectively, with a ten year, five year, and ten year term, respectively (subject to continued employment/directorship), vesting at the rate of 1/4th of such options per year on the first 4 anniversaries of the grant date, under our 2019 Equity Incentive Plan, in consideration for services rendered and to be rendered to the Company. The grant date fair value is $2,066,590 which amount is being amortized at the rate of $18,223 per month. As of December 31, 2023, there was $4.1 million of total unrecognized compensation cost. This cost is expected to be recognized over a weighted average period of 2.68 years. A summary of the Company’s stock warrant activity and related information for the years ended December 31, 2023, 2022 and 2021 is as follows: Warrants Weighted Average Exercise Price Weighted Average Remaining Contractual Life Grant Date Outstanding at December 31, 2020 1,500 $ 2.25 7.70 $ 1,496 Warrants granted — — — — Warrants exercised — — — — Warrants canceled/forfeited/expired — — — — Warrants at December 31, 2021 1,500 $ 2.25 6.70 $ 1,496 Exercisable at December 31, 2021 — $ — 6.70 $ — Outstanding at December 31, 2021 1,500 $ 2.25 6.70 $ 1,496 Warrants granted 3,000 5.30 4.77 25,670 Warrants exercised (1,665) 2.47 — (2,865) Warrants canceled/forfeited/expired — — — — Warrants at December 31, 2022 2,835 $ 5.35 4.27 $ 24,301 Exercisable at December 31, 2022 2,835 $ 5.35 4.27 $ 24,301 Outstanding at December 31, 2022 2,835 $ 5.35 4.27 $ 24,301 Warrants granted 3,835 3.00 3.75 10,368 Warrants exercised/exchanged — — $ — — Warrants canceled/forfeited/expired (2,835) 5.35 $ — (24,301) Warrants at December 31, 2023 3,835 $ 3.00 3.75 $ 10,368 Exercisable at December 31, 2023 3,835 $ 3.00 3.75 $ 10,368 See " Note 15. Financing Agreements " for a description of the warrants that were granted in conjunction with our Term loan. |
EARNINGS PER SHARE
EARNINGS PER SHARE | 12 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
EARNINGS PER SHARE | EARNINGS PER SHARE Basic earnings per share includes no dilution and is computed by dividing income (loss) available to common shareholders by the weighted average number of common shares outstanding for the periods presented. The calculation of basic earnings per share for the years ended December 31, 2023, 2022 and 2021, respectively, includes the weighted average of common shares outstanding. Diluted earnings per share reflect the potential dilution of securities that could share in the earnings of an entity, such as convertible preferred stock, stock options, warrants or convertible securities. Due to their anti-dilutive effect, the calculation of diluted earnings per share for the years ended December 31, 2023, 2022, 2021, excludes: 1) options to purchase 1,549,681, 3,633,303 and 4,195,168 shares, respectively, of common stock, 2) warrants to purchase 3,834,900, 2,834,900 and 0 shares, respectively, of common stock, 3) Series A Preferred Stock which is convertible into 0, 0 and 385,601 shares of common stock, respectively, and 4) 2,587,935, 22,237,854, 36,214,960 shares of common stock, respectively, which may be issued upon conversion of the Convertible Senior Notes, based on the initial maximum conversion rate of 233.6449 shares of the Company’s common stock per $1,000 principal amount of Convertible Senior Notes. The following is a reconciliation of the numerator and denominator for basic and diluted income (loss) per share for the year ended December 31, 2023, 2022 and 2021 (in thousands, except per share amounts): 2023 2022 2021 Basic income (loss) per Share Numerator: Net loss attributable to shareholders from continuing operations $ (125,683) $ (17,035) $ (27,287) Net income attributable to shareholders from discontinued operations, net of tax 54,197 11,785 6,682 Net loss attributable to common shareholders $ (71,486) $ (5,250) $ (20,605) Denominator: Weighted-average common shares outstanding 85,596 70,686 56,303 Basic income (loss) per common shares Continuing operations $ (1.47) $ (0.24) $ (0.48) Discontinued operations, net of tax 0.63 0.17 0.12 Basic loss per share $ (0.84) $ (0.07) $ (0.36) Diluted Income (Loss) per Share Numerator: Net loss attributable to shareholders from continuing operations $ (125,683) $ (17,035) $ (27,287) Net income available to shareholders from discontinued operations, net of tax 54,197 11,785 6,682 Net loss available to common shareholders $ (71,486) $ (5,250) $ (20,605) Denominator: Weighted-average shares outstanding 85,596 70,686 56,303 Effect of dilutive securities Stock options and warrants — — — Diluted weighted-average shares outstanding 85,596 70,686 56,303 Diluted income (loss) per common shares Continuing operations $ (1.47) $ (0.24) $ (0.48) Discontinued operations, net of tax 0.63 0.17 0.12 Diluted loss per share $ (0.84) $ (0.07) $ (0.36) |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 12 Months Ended |
Dec. 31, 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 December 31, 2023 and 2022 (in thousands): As of December 31, 2023 Level 1 Level 2 Level 3 Total Assets at fair value Commodity $ — $ 11 $ — $ 11 Total assets at fair value — 11 — 11 Liabilities at fair value RINS and environmental credits — (46,684) — (46,684) Derivative warrants — — (9,907) (9,907) Total liabilities at fair value. — (46,684) (9,907) (56,591) Total $ — $ (46,673) $ (9,907) $ (56,580) As of December 31, 2022 Level 1 Level 2 Level 3 Total Assets at fair value Commodity $ — $ — $ — $ — Total assets at fair value — — — — Liabilities at fair value Commodity — (242) — (242) RINS and environmental credits — (51,355) — (51,355) Derivative warrants — — (14,270) (14,270) Total liabilities at fair value. — (51,597) (14,270) (65,867) Total $ — $ (51,597) $ (14,270) $ (65,867) Level 3 instruments include Initial Warrants, Additional Warrants and New Warrants granted in connection with the Loan and Security Agreement, s ee Note 15 "Financing Arrangements" . We revalued the 3.8 million warrants granted and outstanding at December 31, 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 New Warrants Expected dividend rate —% —% —% Expected volatility 115% 113% 113% Risk free interest rate 4.01% 3.93% 3.84% Expected term 3.3 4.0 5.0 The following is an analysis of changes in the derivative liability classified as level 3 in the fair value hierarchy for the years ended December 31, 2023 and 2022 (in thousands): Level Three Roll-Forward 2023 2022 Balance at beginning of period $ 14,270 $ 75,211 New warrants granted 2,905 25,669 Repricing warrants granted 724 — Equity component of the convertible senior note — (78,789) Change in valuation of warrants included in net income (7,992) (7,821) Balance at end of period $ 9,907 $ 14,270 See Note 21 "Commodity Derivative Instruments" , below for information on the impact on results of operations of our commodity derivative instruments. |
COMMODITY DERIVATIVE INSTRUMENT
COMMODITY DERIVATIVE INSTRUMENTS | 12 Months Ended |
Dec. 31, 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. For option and futures arrangements, the Company receives the difference positive or negative between an agreed-upon strike price and the market price. The mark-to-market effects of these contracts as of December 31, 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 options and future agreements is based on the difference between the strike price and the New York Mercantile Exchange and Brent Complex futures price for the applicable trading months. December 31, 2023 Contract Type Contract Period Weighted Average Trade Price (Barrels) Remaining Volume (Barrels) Fair Value (in thousands) (in thousands) Futures Dec. 2023-Feb. 2024 $ 108.18 1 $ 20 Futures Dec. 2023-Feb. 2024 $ 110.33 4 $ (156) Futures Dec. 2023-May. 2024 $ 77.94 7 $ (63) Futures Dec. 2023-May. 2024 $ 49.94 60 $ 632 Swap Dec. 2023-Jan. 2024 $ 88.39 164 $ (372) Swap Dec. 2023-Jan. 2024 $ 25.55 100 $ (50) December 31, 2022 Contract Type Contract Period Weighted Average Trade 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) Future Sept. 2022 - Dec. 2022 $ 32.14 25 $ 76 Future Sept. 2022 - Dec. 2022 $ 23.57 35 $ (92) Future 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 December 31, 2023 and 2022 are presented in the table below (in thousands): Balance Sheet Classification Contract Type 2023 2022 Crude oil future $ 652 $ 2,186 Crude oil swaps (422) (69) Crude oil futures (219) (2,359) Prepaid expenses and other current assets or Accrued expenses and other current liabilities $ 11 $ (242) |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES The components of income tax benefit (expense) from continued operation for the years ended December 31, 2023, 2022 and 2021 are as follows (in thousands): December 31, 2023 December 31, 2022 December 31, 2021 Current: Federal tax expense $ — $ — $ — State tax expense (24) (9) — Deferred: Federal tax benefit 10,214 5,313 — State tax benefit 3,195 1,867 — Total tax benefit $ 13,385 $ 7,171 $ — Reconciliation between the amount determined by applying the U.S. federal income tax rate of 21% to pretax income from continuing operations and income tax expense presented in the accompanying consolidated statements of operations was as follows for the years ended December 31, 2023, 2022, and 2021 (in thousands): December 31, 2023 December 31, 2022 December 31, 2021 Statutory tax on book income $ (28,959) $ (5,007) $ (5,216) Permanent differences 1,714 (293) (574) Change in derivative liability — — 2,382 Convertible Debt 4,736 — — Change in valuation allowance 12,743 325 7,930 PPP Loan Forgiveness — — (887) Non-Controlling Interest 102 (1,432) (2,247) State Income Tax Expense (3,176) (977) (1,388) Other (545) 213 — Income tax benefit $ (13,385) $ (7,171) $ — The tax effect of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities at December 31, 2023 and 2022 is presented below (in thousands): December 31, 2023 December 31, 2022 Deferred tax assets: State net operating loss carry forwards $ 7,499 $ 1,624 Accrued bonus and stock-based compensation 579 499 Basis of intangible assets 2,227 2,010 Bad debt/environmental reserve 698 771 Contribution carryover 77 75 Transaction costs 1,041 1,807 Deferred interest expense under section 163(j) 28,613 13,215 Right to use asset 41,861 25,766 Partnership income — 450 Net operating loss carry forwards 33,240 17,160 Deferred tax assets related to discontinued operations — 2,181 Less valuation allowance (18,100) (505) Total deferred tax assets $ 97,735 $ 65,053 December 31, 2023 December 31, 2022 Deferred tax liabilities: Basis of fixed assets $ (55,693) $ (21,393) Discount on convertible note (2,591) (11,820) Right of use liability (41,233) (25,129) Derivative liability — (2,970) Partnership income (994) (434) Deferred tax liabilities related to discontinued operations — (809) Total deferred tax liabilities $ (100,511) $ (62,555) Net deferred tax assets (liabilities) $ (2,776) $ 2,498 The Company provides a valuation allowance when it is more likely than not that some portion of the deferred tax assets will not be realized. Management assesses the available positive and negative evidence to estimate if sufficient future taxable income will be generated to utilize the existing deferred tax assets. Based on this evaluation, as of December 31, 2023 and 2022, valuation allowances of approxim ately $18.1 million and $0.5 million, respective ly, have been recorded to reduce net deferred tax assets to an amount that management believes is more than likely not to be realized. The Company is subject to examination by Federal and State tax authorities for fiscal years 2018 through 2022, except for utilization of net operating losses. At December 31, 2023, the Company had federal net operating loss carry-forwards (" NOLs ") of approximately $146.0 million. Approximately $73.2 million of NOL was acquired as part of the April 2009 merger between World Waste Technologies, Inc. and the Company's wholly-owned subsidiary Vertex Merger Sub, LLC and subsequent operating losses incurred by the Company. IRC Sections 382 and 383 provide an annual limitation with respect to the ability of a corporation to utilize its tax attributes against future U.S. taxable income in the event of a change in ownership. The net operating loss carry-forwards at December 31, 2022 reflect a reduction of approximately $31.7 million as a result of an ownership change triggering event in May 2016, as defined under IRC Section 382. The net operating loss carryforward will begin to expire in 2026. Those arising in tax years after 2017 will never expire. |
NON-CONTROLLING INTERESTS
NON-CONTROLLING INTERESTS | 12 Months Ended |
Dec. 31, 2023 | |
Noncontrolling Interest [Abstract] | |
NON-CONTROLLING INTERESTS | NON-CONTROLLING INTERESTS Myrtle Grove Facility On April 1, 2022, the Company, through Vertex Splitter Corporation (“ Vertex Splitter ”), a wholly-owned subsidiary of the Company, acquired the 15% noncontrolling interest of Vertex Refining Myrtle Grove LLC (“ MG SPV ”) held by Tensile- Myrtle Grove Acquisition Corporation (“ Tensile-MG ”), an affiliate of Tensile Capital Partners Master Fund LP, an investment fund based in San Francisco, California (“ Tensile ”), from Tensile-Vertex for $7.2 million, which was based on the value of the Class B Unit preference of MG SPV held by Tensile-MG, plus capital invested by Tensile-MG in MG SPV (which had not been returned as of the date of payment), plus cash and cash equivalents held by Tensile-MG as of the closing date. As a result, the Company acquired 100% of MG SPV, which in turn owns the Company’s Belle Chasse, Louisiana, re-refining complex. Myrtle Grove Redeemable Noncontrolling Interest. In accordance with ASC 480-10-S99-3A, the Company applied a two-step approach to measure noncontrolling interests associated with MG SPV at the balance sheet date. First, the Company applied the measurement guidance in ASC 810-10 by attributing a portion of the subsidiary’s net loss of $38 thousand to the noncontrolling interest. Second, the Company applied the subsequent measurement guidance in ASC 480-10-S99-3A, which indicates that the noncontrolling interest’s carrying amount is the higher of (1) the cumulative amount that would result from applying the measurement guidance in ASC 810-10 in the first step or (2) the redemption value. Pursuant to ASC 480-10-S99-3A, for a security that is probable of becoming redeemable in the future, the Company adjusted the carrying amount of the redeemable noncontrolling interests to what would be the redemption value assuming the security was redeemable at the balance sheet date. This accretion adjustment of $0.4 million increased the carrying amount of redeemable noncontrolling interests to the redemption value as of April 1, 2022 of $7.2 million. Adjustments to the carrying amount of redeemable noncontrolling interests to redemption value are reflected in retained earnings. The table below presents the reconciliation of changes in redeemable noncontrolling interest during the year ended December 31, 2022 (in thousands): 2022 Beginning balance $ 6,812 Net loss attributable to redeemable non-controlling interest (38) Accretion of non-controlling interest to redemption value 428 Redemption of non-controlling interest (7,202) Ending balance $ — Heartland Re-refining Complex On May 26, 2022, the Company, through Vertex Splitter, acquired the 65% noncontrolling interest of HPRM held by Tensile-Heartland from Tensile-Vertex Holdings LLC (“ Tensile-Vertex ”), an affiliate of Tensile for $43.5 million, which was based on the value of the Class B Unit preference of HPRM held by Tensile-Heartland, plus capital invested by Tensile-Heartland in HPRM (which had not been returned as of the date of payment), plus cash and cash equivalents held by Tensile-Heartland as of the closing date. As a result, the Company acquired 100% of HPRM, which in turn owned the Company’s Columbus, Ohio, re-refining complex. Heartland Redeemable Noncontrolling Interest . In accordance with ASC 480-10-S99-3A, the Company applied a two-step approach to measure noncontrolling interests associated with HPRM at the balance sheet date. First, the Company applied the measurement guidance in ASC 810-10 by attributing a portion of the subsidiary’s net income of $6.8 million to the noncontrolling interest. Second, the Company applied the subsequent measurement guidance in ASC 480-10-S99-3A, which indicates that the noncontrolling interest’s carrying amount is the higher of (1) the cumulative amount that would result from applying the measurement guidance in ASC 810-10 in the first step or (2) the redemption value. At May 26, 2022, the cumulative amount resulting from the application of the measurement guidance in ASC 810-10 was $43.5 million. The table below presents the reconciliation of changes in redeemable noncontrolling interest relating to HPRM for the year ended December 31, 2022 (in thousands): 2022 Beginning balance $ 36,635 Net income attributable to redeemable non-controlling interest 6,829 Redemption of non-controlling interest (43,464) Ending balance $ — The amount of accretion of redeemable noncontrolling interest to redemption value of $428 thousand and $1,992 thousand for 2022 and 2021, respectively, was presented as an adjustment to net income attributable to Vertex Energy to arrive at net income available to common shareholders on the consolidated statements of operations which represent the MG SPV and HPRM accretion of redeemable noncontrolling interest to redemption value combined for the period when the noncontrolling interest redeemed on April 1 and May 26, 2022, respectively. Tensile Transactions On July 1, 2021, the Operating Agreement of MG SPV was amended to provide that from the date of such agreement until December 31, 2021, the Company (through Vertex Operating), was required to fund the working capital requirements of MG SPV, which advances are initially characterized as debt, but that Tensile MG may convert such debt into additional Class A Units of MG SPV (after December 31, 2021), at $1,000 per unit (the “MG SPV Amendment”). On July 1, 2021, HPRM loaned Vertex Operating $7,000,000, which was evidenced by a Promissory Note (the “Heartland Note”). The Heartland Note accrued interest at the applicable federal rate of interest from time to time, increasing to 12% upon an event of default. Amounts borrowed under the Heartland Note were due on June 30, 2022 or w ithin five (5) days of the closing of a previously pending agreement to sell our used oil operations, which was subsequently terminated (whichever is earlier), and could be prepaid at any time without penalty. In the event the Heartland Note was not paid on or before the applicable due date, we agreed to use our best efforts to raise the funds necessary to repay the note as soon as possible. The Heartland Note was repaid in full on May 26, 2022. Vertex Recovery Management LA, LLC On May 25, 2016, Vertex Recovery Management, LLC, our wholly-owned subsidiary (" VRM ") and Industrial Pipe, Inc. (" Industrial Pipe "), formed a joint venture Louisiana limited liability company, Vertex Recovery Management LA, LLC (" VRMLA "). VRM owns 51% and Industrial Pipe owns 49% of VRMLA. VRMLA is currently buying and preparing ferrous and non-ferrous scrap intended for large haul barge sales. We consolidated 100% of VRMLA's net income for the years ended December 31, 2023, 2022 and 2021, respectively, and then added the loss or deducted the 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 year ended December 31, 2023, 2022 and 2021 (in thousands). For The Year Ended December 31, 2023 2022 2021 Net income (loss) consolidated $ (994) $ 50 $ 1,919 Income (loss) attributed to Non-controlling entity $ (487) $ 24 $ 941 |
DISCONTINUED OPERATIONS
DISCONTINUED OPERATIONS | 12 Months Ended |
Dec. 31, 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 an $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 years ended December 31, 2023, 2022 and 2021 (in thousands): For The Year Ended December 31 2023 2022 2021 Revenues $ 7,366 $ 85,495 $ 58,248 Cost of revenues (exclusive of depreciation shown separately below) 4,589 51,815 32,467 Depreciation and amortization attributable to costs of revenues 124 1,566 1,566 Gross profit 2,653 32,114 24,215 Operating expenses: Selling, general and administrative expenses 632 8,501 6,727 Depreciation and amortization expense attributable to operating expenses 21 251 251 Total Operating expenses 653 8,752 6,978 Income from operations 2,000 23,362 17,237 Other income (expense) Interest expense — (39) (59) Total other expense — (39) (59) Income before income tax 2,000 23,323 17,178 Income tax expense (1,572) (4,678) — Income from discontinued operations, net of tax 428 18,645 17,178 Net gain on sale of discontinued operations, net of tax of $17,110 thousand, $5 thousand and $—, respectively 53,769 22 — Net income from discontinued operations $ 54,197 $ 18,667 $ 17,178 The assets and liabilities held for sale on the Consolidated Balance Sheets as of December 31, 2022, are as follows. December 31, 2022 ASSETS Accounts receivable, net $ 7,490 Inventory 1,674 Prepaid expenses 183 Total current assets 9,347 Property and equipment, at cost 19,746 Less accumulated depreciation (9,140) Property and equipment, 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-current 45 Total current liabilities 3,424 Liabilities held for sale $ 3,424 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
RELATED PARTIES | RELATED PARTY TRANSACTIONS Through October 26, 2023, the Company had a Related Party Transaction Committee including at least two independent directors who reviewed and pre-approved all related party transactions. Subsequent to October 26, 2023, the Audit Committee of the Board of Directors, which is made up solely of independent members of the Board of Directors is tasked with the review and approval or disapproval of related party transactions and the Company no longer has a Related Party Transaction Committee. 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 former Secretary of the Company, and the current General Counsel of the Company, serves as a partner. During years ended December 31, 2023, 2022 and 2021, we paid $746 thousand, $607 thousand, and $742 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 2022, the Heartland Assets Purchase Agreement, which completed on February 1, 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 | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTS On January 22, 2024, Vertex Recovery Management LA, LLC, which the Company owns 51% interest, entered into a $5 million revolving promissory note with Citizens National Bank, N.A. The promissory note bears an interest rate of 7.830% per annum, and will mature on January 22, 2029. A new shareholder’s derivative lawsuit was filed in Southern District of Texas on Tuesday, February 26, 2024. Vertex counsel (Steptoe LLP) plans to request a stay of the case pending outcome of a motion to dismiss in the securities case, similar to the prior derivative suits. |
SEGMENT REPORTING_2
SEGMENT REPORTING | 12 Months Ended |
Dec. 31, 2023 | |
Segment Reporting [Abstract] | |
SEGMENT REPORTING | SEGMENT REPORTING The Refining and Marketing segment consists primarily of the sale of gasoline, diesel, renewable diesel and jet fuel produced at the Mobile Refinery as well as pygas and industrial fuels, which are produced at a third-party facility. During the second quarter of 2023, the Mobile Refinery began processing soybean oil into renewable diesel. 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 includes 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 years ended December 31, 2023, 2022 and 2021 are as follows (in thousands): YEAR ENDED DECEMBER 31, 2023 Refining and Marketing Black Oil & Recovery Corporate and Eliminations Total Revenues: Refined products $ 3,007,937 $ 121,122 $ (13,039) $ 3,116,020 Re-refined products 17,997 15,959 — 33,956 Services 20,057 7,154 — 27,211 Total revenues 3,045,991 144,235 (13,039) 3,177,187 Cost of revenues (exclusive of depreciation and amortization shown separately below) 2,894,617 124,731 (13,352) 3,005,996 Depreciation and amortization attributable to costs of revenues 22,118 4,900 — 27,018 Gross profit 129,256 14,604 313 144,173 Selling, general and administrative expenses 118,165 19,788 30,687 168,640 Depreciation and amortization attributable to operating expenses 3,311 164 671 4,146 Income (loss) from operations 7,780 (5,348) (31,045) (28,613) Other income (expenses) Other income (expense) — 600 33 633 Gain on change in derivative liability — — 7,992 7,992 Interest expense (18,092) (188) (101,287) (119,567) Total other income (expense) (18,092) 412 (93,262) (110,942) Loss from continuing operations before income tax $ (10,312) $ (4,936) $ (124,307) $ (139,555) Total capital expenditures $ 127,729 $ 12,584 $ — $ 140,313 YEAR ENDED DECEMBER 31, 2022 Refining and Marketing Black Oil & Recovery Corporate and Eliminations Total Revenues: Refined products $ 2,370,240 $ 163,095 $ — $ 2,533,335 Re-refined products 229,793 19,105 — 248,898 Services 6,611 2,871 — 9,482 Total revenues 2,606,644 185,071 — 2,791,715 Cost of revenues (exclusive of depreciation and amortization shown separately below) 2,453,809 144,467 — 2,598,276 Depreciation and amortization attributable to costs of revenues 9,605 3,824 — 13,429 Gross profit 143,230 36,780 — 180,010 Selling, general and administrative expenses 83,001 17,241 27,540 127,782 Depreciation and amortization attributable to operating expenses 2,593 180 900 3,673 Income (loss) from operations 57,636 19,359 (28,440) 48,555 Other income (expenses) Other income (expense) 18 (104) (220) (306) Gain on change in derivative liability — — 7,821 7,821 Interest expense (10,414) (50) (69,447) (79,911) Total other income (expense) (10,396) (154) (61,846) (72,396) Loss from continuing operations before income tax $ 47,240 $ 19,205 $ (90,286) $ (23,841) Total capital expenditures $ 72,588 $ 2,924 $ — $ 75,512 YEAR ENDED DECEMBER 31, 2021 Refining and Marketing Black Oil & Recovery Corporate and Eliminations Total Revenues: Refined products $ 78,191 $ 85,253 $ — $ 163,444 Re-refined products 15,039 25,611 — 40,650 Services — 3,666 — 3,666 Total revenues 93,230 114,530 — 207,760 Cost of revenues (exclusive of depreciation and amortization shown separately below) 89,570 89,216 — 178,786 Depreciation and amortization attributable to costs of revenues 509 3,534 — 4,043 Gross profit 3,151 21,780 — 24,931 Selling, general and administrative expenses 3,277 14,444 12,885 30,606 Loss on Assets Impairment — 2,124 — 2,124 Depreciation and amortization attributable to operating expenses 434 234 1,013 1,681 Income (loss) from operations (560) 4,978 (13,898) (9,480) Other income (expenses) Other income (expense) — — 4,158 4,158 Loss on change in derivative liability — — (15,685) (15,685) Interest expense — — (3,832) (3,832) Total other income — — (15,359) (15,359) Loss from continuing operations before income tax $ (560) $ 4,978 $ (29,257) $ (24,839) Total capital expenditures $ — $ 2,331 $ — $ 2,331 Total assets by segment were as follows (in thousands): AS OF DECEMBER 31, 2023 Refining & Black Oil & Recovery Corporate and Eliminations Consolidated Total assets $ 661,101 $ 106,524 $ 86,999 $ 854,624 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, certain prepaid assets, assets held for sale as well as cash. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Pay vs Performance Disclosure | |||
Net Income (Loss) Attributable to Parent | $ (71,486) | $ (4,822) | $ (18,364) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Dec. 31, 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 SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company, its wholly-owned subsidiaries, entities controlled by the Company through a greater than 50% voting interest and certain variable interest entities (“VIE”) for which the Company is the primary beneficiary. All intercompany transactions have been eliminated. For consolidated entities where the Company owns or is exposed to less than 100% of the economics, the Company records net income (loss) attributable to noncontrolling interests in the consolidated statements of operations equal to the percentage of the economic or ownership interest retained in such entities by the respective noncontrolling parties. The Company assesses whether it is the primary beneficiary of a VIE at the inception of the arrangement and at each reporting date. This assessment is based on the Company’s power to direct the activities of the VIE that most significantly impact the VIE’s economic performance and its obligation to absorb losses or the right to receive benefits from the VIE that could potentially be significant to the VIE. The following is a description of the Company’s consolidated wholly-owned subsidiaries and consolidated VIEs: • Cedar Marine Terminals, L.P. (“ CMT ”) operates a 19-acre bulk liquid storage facility on the Houston Ship Channel. The terminal serves as a truck-in, barge-out facility and provides throughput terminal operations. CMT is also the site of the TCEP. • Crossroad Carriers, L.P. (“ Crossroad ”) is a common carrier that provides transportation and logistical services for liquid petroleum products, as well as other hazardous materials and product streams. • Vertex Recovery, L.P. (“ Vertex Recovery ”) is a generator solutions company for the recycling and collection of used oil and oil-related residual materials from large regional and national customers throughout the U.S. It facilitates its services through a network of independent recyclers and franchise collectors. • H&H Oil, L.P. (“ H&H Oil ”) collects and recycles used oil and residual materials from customers based in Austin, Baytown, Dallas, San Antonio and Corpus Christi, Texas. • Vertex Refining, LA, LLC which owns a used oil re-refinery based in Marrero, Louisiana. • Vertex Refining, NV, LLC (" Vertex Refining ") is a base oil marketing and distribution company with customers throughout the United States. • Vertex Recovery Management, LLC currently buys and prepares ferrous and non-ferrous scrap intended for large haul barge sales. • Vertex Refining, OH, LLC (“ Vertex OH ”) collects and re-refines used oil and residual materials from customers throughout the Midwest. Refinery operations are based in Columbus, Ohio with collection branches located in Norwalk, Ohio, Zanesville, Ohio, Ravenswood, West Virginia, and Mt. Sterling, Kentucky. Effective May 26, 2022, the ownership of 65% of the assets of Vertex OH, LLC were acquired from Vertex Operating, Tensile-Heartland Acquisition Corporation (“ Tensile-Heartland ”), an affiliate of Tensile Capital Partners Master Fund LP, an investment fund based in San Francisco, California (“ Tensile ”) in connection with the Vertex Splitter Corporation (“ Vertex Splitter ”), a wholly-owned subsidiary of the Company, transaction (discussed below under “Note 23. Non-Controlling Interest” - “Heartland Re-refining Complex”), making Vertex OH a wholly-owned subsidiary of the Company. • HPRM LLC (“HPRM”), a Delaware Limited Liability Company. HPRM is currently owned 100% by Vertex Operating. • Vertex Refining Myrtle Grove LLC (“MG SPV”), is a special purpose entity formed to hold the Belle Chasse, Louisiana, re-refining complex, which entity is currently 100% owned by Vertex Operating as a result of the transaction which closed on April 1, 2022, as discussed below under “ Note 23. Non-Controlling Interest ” - “ Myrtle Grove Facility” . • Crystal Energy, LLC (" Crystal Energy ") purchases, stores, sells, and distributes refined motor fuels. These activities include the wholesale distribution of gasoline, blended gasoline, and diesel for use as engine fuel to operate automobiles, trucks, locomotives, and construction equipment. The business operations ceased in December 2023. • Vertex Energy Operating, LLC (" Vertex Operating "), is a holding company for various of the subsidiaries described above. • Vertex Refining Alabama, LLC, ("VRA"), owns and operates a refinery located in Mobile, AL, which produces multiple hydrocarbon products. • Vertex Marine Fuel Services LLC (“Vertex Marine”) purchases and sells marine fuels to third parties. • Vertex Renewables LLC owns and operates a refinery located in Mobile, AL, which produces renewable diesel. |
Cash and Cash Equivalents | Cash and Cash Equivalents and Restricted Cash |
Restricted Cash | Cash and Cash Equivalents and Restricted Cash |
Accounts Receivable and Allowance for Credit Losses | Accounts Receivable and Allowance for Credit Losses Accounts receivable represents amounts due from customers. Accounts receivable are recorded at invoiced amounts, net of reserves and allowances, do not bear interest and are not collateralized. The Company is exposed to credit losses primarily through our sales of refined products of UMO business. Our conventional refinery business has limited exposure to credit loss due to the nature of customers that we regularly deal with. The Company uses its best estimate to determine its bad debt reserves based on a variety of factors, including the length of time receivables are past due, economic trends and conditions affecting its customer base, significant one-time events, and historical write-off experience. We establish provisions for losses on trade receivables based on the estimated credit loss we expect to incur over the life of the receivable. Specific provisions are recorded for individual receivables when we become aware of a customer’s inability to meet its financial obligations. The Company reviews the adequacy of its reserves and allowances quarterly. We did not have a material change in our allowances on trade receivables during the years ended December 31, 2023, 2022 or 2021. |
Inventory and Obligations Under Inventory Financing Agreements | Inventory and Obligations Under Inventory Financing Agreements Mobile Refinery. Inventories at the Mobile Refinery consist of crude oil and refined petroleum products. Simultaneously with the acquisition of the Mobile Refinery in April 2022, the Company entered into an inventory financing agreement with Macquarie Energy North America Trading Inc. (“Macquarie”) under which Macquarie agreed to finance all the crude oil utilized at the Mobile Refinery under procurement contracts. In addition, the Company became a party to a Supply and Offtake Agreement with Macquarie. Under this arrangement, the Company purchases crude oil supplied from third-party suppliers and Macquarie provides credit support for certain of these purchases. Macquarie holds title to all crude oil and refined products inventories at all times, except for liquefied petroleum gases and sulfur, which the Company has pledged, together with all receivables arising from the sales of such inventories. The crude oil remains in the legal title of Macquarie and is stored in our storage tanks governed by a storage agreement. Legal title to the crude oil passes to us at the tank outlet. After processing, Macquarie takes title to the refined products stored in our storage tanks until they are sold to our retail locations or to third parties. 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 any unsold inventory. The valuation of our repurchase obligation requires that we make estimates of the prices and differentials assuming settlement occurs at the end of the reporting period. Throughout the term of the agreement, when Vertex repurchases the crude and refined products from Macquarie or otherwise directs Macquarie to sell such crude and refined products to third parties, the Company decreases the product financing liability balance accordingly. 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. Hydrocarbon and renewable diesel inventories at the Mobile Refinery are stated at the lower of cost or net realizable value using the weighted average inventory accounting method. Estimating the net realizable value of our inventory requires management to make assumptions about the timing of sales and the expected proceeds that will be realized for these sales. See Note 9 “Inventory” and Note 10 “Inventory Financing Agreement” for more information. Other locations. |
RINs | RINs The Company is subject to obligations to purchase Renewable Identification Numbers (“RINs”) required to comply with the renewable fuel standard implemented by the Environmental Protection Agency (“EPA”), which sets annual quotas for the quantity of renewable fuels (such as ethanol) that must be blended into motor fuels consumed in the United States (the “Renewable Fuel Standard”). The Company’s overall RINs obligation is based on a percentage of domestic shipments of on-road fuels as established by the EPA. To the degree the Company is unable to blend the required amount of biofuels to satisfy its RIN obligations, RINs must be purchased on the open market to avoid penalties and fines. The Company records its RIN obligations on a net basis in accrued expenses when its RIN liability is greater than the amount of RINs earned and purchased in a given period and in prepaid and other current assets when the amount of RINs earned and purchased is greater than the RIN liability. |
Fixed Assets | Fixed Assets Fixed assets are stated at historical costs, or at fair value if purchased in a business acquisition. Depreciation of fixed assets placed in operations is provided using the straight-line method over the estimated useful lives of the assets. The policy of the Company is to charge amounts for major maintenance and repairs to expenses, and to capitalize expenditures for major replacements and betterments. Turnarounds represent major maintenance activities that require the shutdown of significant parts of a plant to perform necessary inspection, cleaning, repairs, and replacements of assets. Planned turnaround activities vary in frequency dependent on refinery units, and follow the deferral method of accounting. Under the deferral method, the costs of turnarounds are deferred and amortized on a straight-line basis over a four-year period of time, which represents the estimated time until the next turnaround occurs. |
Internal-Use Software | Internal-Use Software and Cloud Computing Costs The Company incurs costs related to internal-use software and cloud computing implementation costs, including purchased software and internally-developed software. Costs incurred in the planning and evaluation stage of internally-developed software and cloud computing development are expensed as incurred. Certain costs incurred and accumulated during the application development stage are capitalized and included within intangibles, net on the consolidated balance sheets. Amortization of internal-use software is recognized on a straight-line basis over the estimated useful life of the assets. |
Cloud Computing Costs | The Company has non-cancellable cloud computing hosting arrangements for which it incurs implementation costs. Costs incurred in the planning and evaluation stage of the cloud computing hosting arrangement are expensed as incurred. Costs incurred during the application development stage related to implementation of the hosting arrangement are capitalized and included within prepaid expenses on the consolidated balance sheets. Amortization of implementation costs is recognized on a straight-line basis over the term of the associated hosting arrangement for each module or component of the related hosting arrangement when it is ready for its intended use. Amortization costs are presented in selling, general and administrative expense on the consolidated statements of operations. |
Asset Retirement Obligations | Asset Retirement Obligations The Company records an asset retirement obligation at fair value for the estimated cost to retire a tangible long-lived asset at the time the Company incurs that liability, which is generally when the asset is purchased, constructed, or leased. The Company records the liability when it has a legal obligation to incur costs to retire the asset and when a reasonable estimate of the fair value of the liability can be made. If a reasonable estimate cannot be made at the time the liability is incurred, the Company records the liability when sufficient information is available to estimate the liability’s fair value. Certain of the Company’s asset retirement obligations are based on its legal obligation to perform remedial activity at its refinery sites when it permanently ceases operations of the long-lived assets. The Company therefore considers the settlement date of these obligations to be indeterminable. Accordingly, the Company cannot calculate an associated asset retirement liability for these obligations at this time. The Company will measure and recognize the fair value of these asset retirement obligations when the settlement date is determinable. |
Intangible Assets | Intangible Assets |
Business Combinations | Business Combinations and Goodwill The Company accounts for business combinations using the acquisition method of accounting. The results of operations for the acquired entities are included in the Company’s consolidated financial results from their associated acquisition dates. The Company allocates the purchase price of acquisitions to the tangible assets, liabilities, and identifiable intangible assets acquired based on their estimated fair values. A portion of the purchase price for certain of our acquisitions is contingent upon the realization of certain operating results. The fair values assigned to identifiable intangible assets acquired and contingent consideration were determined by third party specialists engaged by the Company on a case-by-case basis. The excess of the purchase price over the fair value of the identified assets and liabilities is recorded as goodwill. If the fair value of the identified assets and liabilities exceeds the purchase price, a bargain purchase is recognized and included in income from continuing operations. |
Goodwill | The Company reviews its indefinite lived intangibles and goodwill for impairment annually or whenever events or circumstances indicate that the carrying amount of the asset exceeds its fair value and may not be recoverable. |
Environmental Obligations | Environmental Obligations We accrue for losses associated with environmental remediation obligations when such losses are probable and reasonably estimable. The liability represents the expected costs of remediating contaminated soil and groundwater at the site. Costs of future expenditures for environmental remediation obligations are discounted to their present value. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Under the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification ("ASC"), the Company is permitted to elect to measure financial instruments and certain other items at fair value, with the change in fair value recorded in earnings. The Company has elected not to measure any eligible items using the fair value option. Consistent with the Fair Value Measurement Topic of the FASB ASC, the Company implemented guidelines relating to the disclosure of its methodology for periodic measurement of our assets and liabilities recorded at fair market value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. A three-tier fair value hierarchy prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. Our Level 1 assets primarily include our cash and cash equivalents. Valuations are obtained from readily available pricing sources for market transactions involving identical assets or liabilities. The carrying amounts of accounts receivable, accounts payable and accrued liabilities approximate their fair values due to the immediate or short-term maturities of these financial instruments. Our Level 2 liabilities include our marked to market changes in the estimated value of our open derivative commodity contracts and RINs and other environmental credits held at the balance sheet date. The Company estimates the fair values of the crude oil swaps and collars based on published forward commodity price curves for the underlying commodity as of the date of the estimate for which published forward pricing is readily available. The determination of the fair values above incorporates various factors including the impact of the Company's non-performance risk and the credit standing of the counterparty involved in the Company's derivative commodity contracts. In addition, the Company routinely monitors the creditworthiness of its counterparty. Our Level 3 liabilities include our marked to market changes in the estimated value of our derivative warrants issued in connection with our Term Loans which were issued on April 1 and May 26, 2022 and December 28, 2023. Nonfinancial assets and liabilities measured at fair value on a nonrecurring basis include certain nonfinancial assets and liabilities as may be acquired in a business combination and thereby measured initially at fair value. See “Note 3. Mobile Refinery Acquisition” of assets purchased according to the agreement. |
Debt Issuance Costs | Debt Issuance Costs The Company follows the accounting guidance of ASC 835-30, Interest-Imputation of Interest, which requires that debt issuance costs related to a recognized debt liability be reported on the Consolidated Balance Sheet as a direct reduction from the carrying amount of that debt liability, and amortized over the debt term using the effective interest rate method. |
Revenue Recognition | Revenue Recognition We account for a contract when it has approval and commitment from both parties, the rights of the parties are identified, payment terms are identified, the contract has commercial substance and collectability of consideration is probable. Revenue is recognized when our performance obligations under the terms of a contract with our customers are satisfied. Recognition occurs when the Company transfers control by completing the specified services at the point in time the customer benefits from the services performed or once our products are delivered. Revenue is measured as the amount of consideration we expect to receive in exchange for completing our performance obligations. Sales tax and other taxes we collect with revenue-producing activities are excluded from revenue. In the case of contracts with multiple performance obligations, the Company allocates the transaction price to each performance obligation based on the relative stand-alone selling prices of the various goods and/or services encompassed by the contract. We do not have any material significant payment terms, as payment is generally due within 30 days after the performance obligation has been satisfactorily completed. The Company has elected the practical expedient to recognize the incremental costs of obtaining a contract as an expense when incurred if the amortization period of the asset that we otherwise would have recognized is one year or less. In applying the guidance in Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 606, Revenue from Contracts with Customers, there were no judgments or estimates made that the Company deems significant. The nature of the Company's contracts give rise to certain types of variable consideration. The Company estimates the amount of variable consideration to include in the estimated transaction price based on historical experience, anticipated performance and its best judgment at the time and to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved. A majority of the Company's contracts qualify as normal purchase and normal sale transactions. From time to time, our fuel oil customers in our Black Oil and Recovery segment may request that we store product at our facilities which they purchase from us. We recognize revenues for these “bill and hold” sales only if the following criteria have been met: (1) there is a substantive reason for the arrangement, (2) the product is segregated and identified as the customer's asset, (3) the product is ready for delivery to the customer, and (4) we cannot use the product or direct it to another customer. |
Reclassification of Prior Year Presentation | Reclassification of Prior Year Presentation Certain prior period amounts have been reclassified to conform to current period presentation. The Company reclassified $5.3 million from short term operating lease liabilities to long term operating lease liabilities as of December 31, 2022. This reclassification had no effect on the reported results of operations. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect reported amounts of assets and liabilities, disclosure of contingent assets and liabilities, and reported amounts of revenue and expenses. Actual results could differ from these estimates. Any effects on the business, financial position or results of operations from revisions to these estimates are recorded in the period in which the facts that give rise to the revision become known. Significant items subject to estimates and assumptions include the carrying amount and useful lives of property and equipment and intangible assets, impairment assessments, share-based compensation expense, and valuation allowances for accounts receivable, inventories, RINS, deferred tax assets, and derivative liabilities. |
Leases | Leases The Company determines whether a contract is or contains a lease when we have the right to control the use of the identified asset in exchange for consideration. Lease liabilities and right-of-use assets (“ROU assets”) are recognized at the commencement date based on the present value of lease payments over the lease term. According to ASU No. 2016-02, Leases (Topic 842), the Company elected certain practical expedients which permit us to not reassess whether existing contracts are or contain leases, to not reassess the lease classification of any existing leases, to not reassess initial direct costs for any existing leases, and to not separate lease and nonlease components for all classes of underlying assets. We also made an accounting policy election to keep leases with an initial term of 12 months or less off of the balance sheet for all classes of underlying assets. Additional information and disclosures required by this new standard are contained in " Note 16. Leases ". |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets |
Income Taxes | Income Taxes The Company accounts for income taxes in accordance with the asset and liability method prescribed by FASB ASC Topic 740. The Company records a valuation allowance against net deferred tax assets if, based upon the available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income and when temporary differences become deductible. The Company considers, among other available information, uncertainties surrounding the recoverability of deferred tax assets, scheduled reversals of deferred tax liabilities, projected future taxable income, and other matters in making this assessment. As part of the process of preparing its consolidated financial statements, the Company is required to estimate its income taxes in each of the jurisdictions in which it operates. This process requires the Company to estimate its actual current tax liability and to assess temporary differences resulting from differing book versus tax treatment of items, such as deferred revenue, compensation and benefits expense and depreciation. These temporary differences result in deferred tax assets and liabilities, which are included within the Company’s consolidated balance sheet. Significant management judgment is required in determining the Company’s provision for income taxes, its deferred tax assets and liabilities and any valuation allowance recorded against its net deferred tax assets. In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized and, when necessary, valuation allowances are established. The ultimate realization of the deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences become deductible. Management considers the level of historical taxable income, scheduled reversals of deferred taxes, projected future taxable income and tax planning strategies that can be implemented by the Company in making this assessment. If actual results differ from these estimates or the Company adjusts these estimates in future periods, the Company may need to adjust its valuation allowance, which could materially impact the Company’s consolidated financial position and results of operations. Tax contingencies can involve complex issues and may require an extended period of time to resolve. Changes in the level of annual pre-tax income can affect the Company’s overall effective tax rate. Until all net operating losses are utilized, there is no impact on the effective tax rate. Furthermore, the Company’s interpretation of complex tax laws may impact its recognition and measurement of current and deferred income taxes. The Company recognizes and measures a tax benefit from uncertain tax positions when it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The Company recognizes a liability for unrecognized tax benefits resulting from uncertain tax positions taken or expected to be taken in a tax return. The Company adjusts these liabilities when its judgment changes as a result of the evaluation of new information not previously available. Due to the complexity of some of these uncertainties, the ultimate resolution may result in a payment that is materially different from the current estimate or future recognition of an unrecognized benefit. These differences will be reflected as increases or decreases to income tax expense in the period in which they are determined. The Company recognizes interest and penalties related to unrecognized tax benefits within the income tax expense line in the consolidated statements of operations. Accrued interest and penalties are included within deferred taxes, unrecognized tax benefits and other long-term liabilities line in the consolidated balance sheet. |
Derivative Transactions | Derivative Transactions All derivative instruments are recorded on the accompanying balance sheets at fair value. Commodity derivative transactions are not designated as cash flow hedges under FASB ASC 815, Derivatives and Hedges. Accordingly, these commodity derivative contracts are marked-to-market and any changes in the estimated value of commodity derivative contracts held at the balance sheet date are recognized in the accompanying statements of operations as increases (losses) or decreases (gains) in cost of revenues. The derivative assets or liabilities are classified as either current or noncurrent assets or liabilities based on their anticipated settlement date. The Company nets derivative assets and liabilities for counterparties where it has a legal right of offset. The Company, in accordance with ASC 815-40-25 and ASC 815-10-23 Derivatives and Hedging, determined that the Offtake Agreement with Idemitsu is a derivative agreement, but that it meets the qualifications for normal purchase normal sale ("NPNS"). The Company elected to apply the normal purchase normal sale exception to the derivative contract. For contracts elected within the NPNS scope exception, the contracts are accounted for under accrual accounting (ASC 606, Revenue from Contracts with Customers). Regarding presentation within the Statement of Cash Flows, contracts designated as NPNS are considered operating cash flows. In accordance with ASC 815-40-25 and ASC 815-10-15, Derivatives and Hedging and ASC 480-10-25, Liabilities-Distinguishing from Equity, convertible preferred shares are accounted for net, outside of shareholders' equity and warrants are accounted for as liabilities at their fair value during periods where they can be net cash settled in case of a change in control transaction. The warrants are accounted for as a liability at their fair value at each reporting period. The value of the derivative warrant liability will be re-measured at each reporting period with changes in fair value recorded in earnings. To derive an estimate of the fair value of these warrants, a Dynamic Black Scholes model is utilized which computes the impact of a possible change in control transaction upon the exercise of the warrant shares. This process relies upon inputs such as shares outstanding, our quoted stock prices, strike price and volatility assumptions to dynamically adjust the payoff of the warrants in the presence of the dilution effect. |
Stock Based Compensation | Stock Based Compensation The Company accounts for stock-based expense and activity in accordance with FASB ASC Topic 718, which establishes accounting for equity instruments exchanged for services. Under this topic, stock-based compensation costs are measured at the grant date, based on the calculated fair value of the award, and are recognized as an expense over both the employee and non-employee’s requisite service period, generally the vesting period of the equity grant. The Company estimates the fair value of stock options using the Black-Scholes valuation model. Key input assumptions used to estimate the fair value of stock options include the exercise price of the award, expected option term, expected volatility of the stock over the option’s expected term, risk-free interest rate over the option’s expected term, and the expected annual dividend yield. The Company believes that the valuation technique and approach utilized to develop the underlying assumptions are appropriate in calculating the fair values of the stock options granted. |
Earnings Per Share | Earnings Per Share Basic earnings per share is computed by dividing income (loss) available to common stockholders by the weighted average number of common shares outstanding for the periods presented. The calculation of basic earnings per share for the years ended December 31, 2023, 2022 and 2021, respectively, includes the weighted average of common shares outstanding. Diluted net income (loss) per share is computed by dividing the net income (loss) attributable to common stockholders by the weighted average number of common and common equivalent shares outstanding during the period. Diluted earnings per share reflect the potential dilution of securities that could share in the earnings of an entity, such as convertible preferred stock, stock options, warrants or convertible securities. |
Assets and Liabilities Held for Sale | Assets and Liabilities Held for Sale The Company classifies disposal groups as held for sale in the period in which all of the following criteria are met: (1) management, having the authority to approve the action, commits to a plan to sell the disposal group; (2) the disposal group is available for immediate sale in its present condition subject only to terms that are usual and customary for sales of such disposal groups; (3) an active program to locate a buyer or buyers and other actions required to complete the plan to sell the disposal group have been initiated; (4) the sale of the disposal group is probable, and transfer of the disposal group is expected to qualify for recognition as a completed sale, within one year, except if events or circumstances beyond the Company’s control extend the period of time required to sell the disposal group beyond one year; (5) the disposal group is being actively marketed for sale at a price that is reasonable in relation to its current fair value; and (6) actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn. A disposal group that is classified as held for sale is initially measured at the lower of its carrying amount or fair value less any costs to sell. Any loss resulting from this measurement is recognized in the period in which the held for sale criteria are met. No loss was recognized during the periods presented. Subsequent changes in the fair value of a disposal group less any costs to sell are reported as an adjustment to the carrying amount of the disposal group, as long as the new carrying amount does not exceed the carrying amount of the asset at the time it was initially classified as held for sale. Upon determining that a disposal group meets the criteria to be classified as held for sale, the Company reports the assets and liabilities of the disposal group for all periods presented in the line items assets held for sale and liabilities held for sale, respectively, in the Consolidated Balance Sheets. |
Discontinued Operations | Discontinued Operations The results of operations of a component of the Company that can be clearly distinguished, operationally and for financial reporting purposes, that either has been disposed of or is classified as held for sale is reported in discontinued operations, if the disposal represents a strategic shift that has, or will have, a major effect on the Company’s operations and financial results. |
New Accounting Pronouncements | New Accounting Pronouncements Accounting pronouncements adopted by the Company in 2022 . In January 1, 2022, we adopted ASU No. 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (“ASU 2021-08”). This ASU changes accounting for recording contract assets and liabilities acquired in a business combination to improve comparability and consistency. No contract assets or liabilities were acquired through our acquisitions since adoption, thus, our adoption of ASU 2021-08 will not impact on our financial condition, results of operations, and cash flows. On January 1, 2022, we adopted ASU No. 2022-04, Liabilities - Supplier Finance Programs (Subtopic 405-50) Disclosure of Supplier Finance Program Obligations (“ASU 2022-04”). This ASU defines supplier finance programs and establishes new disclosure requirements for such programs. For programs meeting that definition, this ASU requires annual disclosures of key terms, obligations, and certain information related to these programs. Interim disclosure of the amount of outstanding obligations is also required. Our inventory financing agreements do not meet all the necessary criteria within the scope of this ASU, therefore our adoption of ASU 2022-04 will not have a material impact on our financial condition, results of operations, and cash flows. Accounting pronouncements adopted by the Company in 2023 . In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). This ASU requires expected credit losses on financial instruments to be recorded over the estimated life of the financial instrument. Prior to this ASU, the guidance required recording of credit losses when those losses were incurred. ASU 2016-13 is applicable to credit losses and allowances on loans, debt securities, trade receivables, net investments in leases, off-balance-sheet credit exposures, reinsurance receivables, and certain other financial assets, but excludes derivative assets under FASB ASC Topic 815 “Derivatives and Hedging.” The guidance in this ASU is effective for fiscal years and interim periods beginning after December 15, 2019, with early adoption permitted, and primarily requires adoption on the modified retrospective transition method. On January 1, 2023, we adopted this ASU and our adoption did not have a material impact on our financial condition, results of operations, cash flows, or related disclosures. Accounting pronouncements not yet adopted. |
MOBILE REFINERY ACQUISITION (Ta
MOBILE REFINERY ACQUISITION (Tables) | 12 Months Ended |
Dec. 31, 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 |
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, 2021. 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 the Year Ended December 31, 2023 2022 2021 Revenue $ 2,642,702 $ 3,216,285 $ 1,975,500 Net income (loss) $ 68,574 $ 77,336 $ (25,800) |
REVENUES (Tables)
REVENUES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Disaggregated by Geographical Market | The following tables present our revenues disaggregated by geographical market and revenue source (in thousands): Year ended December 31, 2023 Refining & Black Oil & Recovery Corporate & Eliminations Consolidated Primary Geographical Markets Gulf Coast $ 3,045,991 $ 144,235 $ (13,039) $ 3,177,187 Sources of Revenue Refined products: Gasolines $ 663,442 $ — $ — $ 663,442 Jet Fuels 561,848 — — 561,848 Diesel 695,074 — — 695,074 Renewable diesel 269,807 — — 269,807 Other refinery products (1) 817,766 121,122 (13,039) 925,849 Re-refined products: Pygas 16,421 — — 16,421 Metals (2) — 12,226 — 12,226 Other re-refined products (3) 1,576 3,733 — 5,309 Services: Terminalling 20,057 — — 20,057 Oil collection services — 7,154 — 7,154 Total revenues $ 3,045,991 $ 144,235 $ (13,039) $ 3,177,187 Year ended December 31, 2022 Refining & Black Oil & Recovery Corporate & Eliminations Consolidated Primary Geographical Markets Gulf Coast $ 2,606,644 $ 185,071 $ — $ 2,791,715 Sources of Revenue Refined products: Gasolines $ 627,081 $ — $ — 627,081 Jet Fuels 438,999 — — 438,999 Diesel 940,095 — — 940,095 Other refinery products (1) 364,065 163,095 — 527,160 Re-refined products: Pygas 51,154 — — 51,154 Metals (2) — 16,356 — 16,356 Other re-refined products (3) 178,639 2,749 — 181,388 Services: Terminalling 6,611 — — 6,611 Oil collection services — 2,871 — 2,871 Total revenues $ 2,606,644 $ 185,071 $ — $ 2,791,715 Year ended December 31, 2021 Refining & Black Oil & Recovery Corporate & Eliminations Consolidated Primary Geographical Markets Gulf Coast $ 93,230 $ 114,530 $ — $ 207,760 Sources of Revenue Refined products: Gasolines $ 23,928 $ — $ — $ 23,928 Diesel 54,263 — — 54,263 Other refinery products (1) — 85,253 — 85,253 Re-refined products: Pygas 13,438 — — 13,438 Metals (2) — 23,707 — 23,707 Other re-refined products (3) 1,601 1,904 — 3,505 Services: Oil collection services — 3,666 — 3,666 Total revenues $ 93,230 $ 114,530 $ — $ 207,760 (1) Other refinery products include the sales of base oil, VGO (vacuum gas oil), cutterstock and Hydrotreated VGO and other petroleum products. (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) | 12 Months Ended |
Dec. 31, 2023 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information | Segment information for the years ended December 31, 2023, 2022 and 2021 are as follows (in thousands): YEAR ENDED DECEMBER 31, 2023 Refining and Marketing Black Oil & Recovery Corporate and Eliminations Total Revenues: Refined products $ 3,007,937 $ 121,122 $ (13,039) $ 3,116,020 Re-refined products 17,997 15,959 — 33,956 Services 20,057 7,154 — 27,211 Total revenues 3,045,991 144,235 (13,039) 3,177,187 Cost of revenues (exclusive of depreciation and amortization shown separately below) 2,894,617 124,731 (13,352) 3,005,996 Depreciation and amortization attributable to costs of revenues 22,118 4,900 — 27,018 Gross profit 129,256 14,604 313 144,173 Selling, general and administrative expenses 118,165 19,788 30,687 168,640 Depreciation and amortization attributable to operating expenses 3,311 164 671 4,146 Income (loss) from operations 7,780 (5,348) (31,045) (28,613) Other income (expenses) Other income (expense) — 600 33 633 Gain on change in derivative liability — — 7,992 7,992 Interest expense (18,092) (188) (101,287) (119,567) Total other income (expense) (18,092) 412 (93,262) (110,942) Loss from continuing operations before income tax $ (10,312) $ (4,936) $ (124,307) $ (139,555) Total capital expenditures $ 127,729 $ 12,584 $ — $ 140,313 YEAR ENDED DECEMBER 31, 2022 Refining and Marketing Black Oil & Recovery Corporate and Eliminations Total Revenues: Refined products $ 2,370,240 $ 163,095 $ — $ 2,533,335 Re-refined products 229,793 19,105 — 248,898 Services 6,611 2,871 — 9,482 Total revenues 2,606,644 185,071 — 2,791,715 Cost of revenues (exclusive of depreciation and amortization shown separately below) 2,453,809 144,467 — 2,598,276 Depreciation and amortization attributable to costs of revenues 9,605 3,824 — 13,429 Gross profit 143,230 36,780 — 180,010 Selling, general and administrative expenses 83,001 17,241 27,540 127,782 Depreciation and amortization attributable to operating expenses 2,593 180 900 3,673 Income (loss) from operations 57,636 19,359 (28,440) 48,555 Other income (expenses) Other income (expense) 18 (104) (220) (306) Gain on change in derivative liability — — 7,821 7,821 Interest expense (10,414) (50) (69,447) (79,911) Total other income (expense) (10,396) (154) (61,846) (72,396) Loss from continuing operations before income tax $ 47,240 $ 19,205 $ (90,286) $ (23,841) Total capital expenditures $ 72,588 $ 2,924 $ — $ 75,512 YEAR ENDED DECEMBER 31, 2021 Refining and Marketing Black Oil & Recovery Corporate and Eliminations Total Revenues: Refined products $ 78,191 $ 85,253 $ — $ 163,444 Re-refined products 15,039 25,611 — 40,650 Services — 3,666 — 3,666 Total revenues 93,230 114,530 — 207,760 Cost of revenues (exclusive of depreciation and amortization shown separately below) 89,570 89,216 — 178,786 Depreciation and amortization attributable to costs of revenues 509 3,534 — 4,043 Gross profit 3,151 21,780 — 24,931 Selling, general and administrative expenses 3,277 14,444 12,885 30,606 Loss on Assets Impairment — 2,124 — 2,124 Depreciation and amortization attributable to operating expenses 434 234 1,013 1,681 Income (loss) from operations (560) 4,978 (13,898) (9,480) Other income (expenses) Other income (expense) — — 4,158 4,158 Loss on change in derivative liability — — (15,685) (15,685) Interest expense — — (3,832) (3,832) Total other income — — (15,359) (15,359) Loss from continuing operations before income tax $ (560) $ 4,978 $ (29,257) $ (24,839) Total capital expenditures $ — $ 2,331 $ — $ 2,331 Total assets by segment were as follows (in thousands): AS OF DECEMBER 31, 2023 Refining & Black Oil & Recovery Corporate and Eliminations Consolidated Total assets $ 661,101 $ 106,524 $ 86,999 $ 854,624 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) | 12 Months Ended |
Dec. 31, 2023 | |
Receivables [Abstract] | |
Schedule of Accounts Receivable, Net | Accounts receivable, net, consists of the following at December 31 (in thousands): 2023 2022 Accounts receivable trade $ 37,473 $ 36,098 Allowance for credit losses (1,309) (1,550) Accounts receivable, net $ 36,164 $ 34,548 |
CONCENTRATIONS OF CREDIT RISK_2
CONCENTRATIONS OF CREDIT RISK AND SIGNIFICANT CUSTOMERS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Concentrations | At December 31, 2023, 2022, and 2021 and for the years then ended, the Company’s revenues and receivables were comprised of the following customer concentrations: 2023 2022 2021 % of % of Receivables % of % of Receivables % of % of Receivables Customer 1 35% 2% 39% 11% —% —% Customer 2 32% 26% 28% 23% —% —% Customer 3 2% 3% 9% 28% 39% 26% For the years ended December 31, 2023, 2022 and 2021, the Company's segment revenues were comprised of the following customer concentrations: % of Revenue by Segment 2023 % of Revenue by Segment 2022 % of Revenue by Segment 2021 Refining and Marketing Black Oil and Recovery Refining and Marketing Black Oil and Recovery Refining and Marketing Black Oil and Recovery Customer 1 36% —% 42% —% —% —% Customer 2 33% 11% 30% —% —% —% Customer 3 1% 27% 4% 85% —% 71% |
INVENTORY (Tables)
INVENTORY (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | The following table describes the Company's inventory balances by category as of December 31, 2023 and 2022 (in thousands): As of December 31 2023 As of December 31, 2022 Crude oil $ 60,702 $ 59,131 Renewable feedstocks 27,450 — Refined products 91,911 74,311 Re-refined products 2,057 2,031 Total inventory $ 182,120 $ 135,473 The following table summarizes our outstanding obligations under our inventory financing agreements (in thousands): December 31, 2023 December 31, 2022 Obligations under inventory financing agreement $ 141,343 $ 119,189 Unamortized financing cost (250) (1,250) Obligations under inventory financing agreement, net $ 141,093 $ 117,939 |
INVENTORY FINANCING AGREEMENT (
INVENTORY FINANCING AGREEMENT (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | The following table describes the Company's inventory balances by category as of December 31, 2023 and 2022 (in thousands): As of December 31 2023 As of December 31, 2022 Crude oil $ 60,702 $ 59,131 Renewable feedstocks 27,450 — Refined products 91,911 74,311 Re-refined products 2,057 2,031 Total inventory $ 182,120 $ 135,473 The following table summarizes our outstanding obligations under our inventory financing agreements (in thousands): December 31, 2023 December 31, 2022 Obligations under inventory financing agreement $ 141,343 $ 119,189 Unamortized financing cost (250) (1,250) Obligations under inventory financing agreement, net $ 141,093 $ 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): For the Year Ended December 31, 2023 2022 Intermediation fee $ 19,756 $ 50,766 Inventory financing fees (include over/under) $ 6,389 $ (5,450) Interest expense and financing costs, net $ 11,553 $ 6,912 |
PREPAID EXPENSES AND OTHER CU_2
PREPAID EXPENSES AND OTHER CURRENT ASSETS (Tables) | 12 Months Ended |
Dec. 31, 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): As of December 31, 2023 As of December 31, 2022 Prepaid insurance $ 8,076 $ 8,356 Commodity derivative advance 1,502 5,472 Sulfur credits 3,462 1,648 Benzene credits — 353 Prepaid feedstock 9,845 — Prepaid freight 3,260 — Prepaid operating expenses 4,756 5,160 Inventory financing deposit 15,259 10,329 Derivative commodity assets 11 — Other current assets 7,003 5,342 Total prepaid expenses & other current assets $ 53,174 $ 36,660 |
FIXED ASSETS, NET (Tables)
FIXED ASSETS, NET (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Fixed Assets | Fixed assets consist of the following (in thousands): Useful Life December 31, 2023 December 31, 2022 Equipment 7-20 $ 276,331 $ 97,120 Furniture and fixtures 7 46 86 Leasehold improvements 15 2,852 2,852 Office equipment 5 1,400 1,433 Vehicles 5 15,087 9,212 Building 20 3,663 2,334 Turnarounds 4 21,100 18,964 Construction in progress 53,467 96,765 Land 9,793 9,168 Total fixed assets 383,739 237,934 Less accumulated depreciation (57,628) (36,185) Net fixed assets $ 326,111 $ 201,749 |
INTANGIBLE ASSETS, NET (Tables)
INTANGIBLE ASSETS, NET (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Indefinite-Lived Intangible Assets (Excluding Goodwill) [Abstract] | |
Schedule of Intangible Assets | Components of intangible assets (subject to amortization) consist of the following items (in thousands): December 31, 2023 December 31, 2022 Useful Life Gross Accumulated Amortization Net Gross Net Customer relations 5 $ 1,658 $ 989 $ 669 $ 978 $ 974 $ 4 Vendor relations 10 4,778 4,639 139 4,778 4,575 203 Trademark/Trade name 15 887 657 230 887 608 279 TCEP Technology/Patent 15 13,287 9,724 3,563 13,287 8,838 4,449 Software and cloud 3 12,567 5,627 6,940 9,387 2,495 6,892 $ 33,177 $ 21,636 $ 11,541 $ 29,317 $ 17,490 $ 11,827 |
Schedule of Estimated Future Amortization Expense | Estimated future amortization expense is as follows: 2024 $ 4,414 2025 2,093 2026 1,314 2027 1,124 2028 517 Thereafter 2,079 $ 11,541 |
ACCRUED LIABILITIES AND OTHER_2
ACCRUED LIABILITIES AND OTHER CURRENT LIABILITIES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Liabilities | Accrued expenses and other current liabilities consisted of the following (in thousands): December 31, 2023 December 31, 2022 Accrued purchases $ 17,685 $ 21,185 Accrued interest 460 1,488 Accrued compensation and benefits 7,605 6,530 Accrued taxes other than payroll taxes 826 1,102 RINS obligations 46,153 51,355 Benzene credits obligations 531 — Unearned revenue 325 — Environmental liabilities - current 51 51 Derivative commodity liability — 242 $ 73,636 $ 81,953 |
FINANCING ARRANGEMENTS (Tables)
FINANCING ARRANGEMENTS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Outstanding Debt Facilities | The Company's outstanding debt as of December 31, 2023 and 2022 is summarized as follows (in thousands): Creditor Loan Type 2023 2022 Convertible Senior Note Note $ 15,230 $ 95,178 Term loan due April 1, 2025 Loan 195,950 165,000 SBA Loan SBA Loan — 59 Various institutions Short term loan 6,237 5,602 Principal amount of long-term debt 217,417 265,839 Less: unamortized discount and deferred financing costs (30,354) (81,918) Total debt, net of unamortized discount and deferred financing costs 187,063 183,921 Less: current maturities (16,362) (13,911) Long term debt, net of current maturities $ 170,701 $ 170,010 |
Schedule of Maturities of Long-Term Debt | Future maturities of long-term debt, excluding financing lease obligations, as of December 31, 2023 are summarized as follows (in thousands): Period Ended December 31, Amount Due 2024 $ 16,362 2025 185,825 2026 — 2027 15,230 Total $ 217,417 |
Schedule of Debt | The components of the Convertible Senior Notes are presented as follows (in thousands) : 2023 2022 Principal balance at beginning of period $ 95,178 $ 155,000 Conversion of principal into common stock (79,948) (59,822) Principal balance at the end of period 15,230 95,178 Unamortized discount and issuance costs (7,157) (51,005) Net carrying amount at the end of period $ 8,073 $ 44,173 |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Schedule of Operating Lease Weighted Average Remaining Lease Terms and Discount Rates | The Company's finance leases liabilities consisted of the following as of December 31, 2023 and 2022 (in thousands): Creditor 2023 2022 Matheson Tri-Gas $ 44,132 $ 45,311 Plaquemines 994 1,169 Harvey Ford 39 47 DLL financial 47 — Diego 137 — Centerpoint Blakely 23,292 — $ 68,641 $ 46,527 The following table summarizes the lease cost recognized in our consolidated statements of operations (in thousands): Year Ended December 31, Lease Cost Type 2023 2022 2021 Amortization of finance lease ROU assets $ 3,740 $ 2,291 $ 114 Interest on lease liabilities 6,004 4,117 99 Net finance lease costs $ 9,744 $ 6,408 $ 213 The following table summarizes the operating lease costs recognized (in thousands): Year Ended December 31, Lease Cost Type 2023 2022 2021 Operating lease cost $ 22,285 $ 8,349 $ 5,566 Variable lease cost 2,932 1,032 225 Short-term lease cost 23,392 950 1,322 Net lease cost $ 48,609 $ 10,331 $ 7,113 The weighted average remaining lease terms and discount rates for all of our operating leases were as follows as of December 31, 2023: Remaining lease term and discount rate: December 31, 2023 Weighted average remaining lease terms (years) Lease facilities 6.60 Lease equipment 3.16 Lease plant 15.83 Lease railcar 1.57 Weighted average discount rate Lease facilities 11.02 % Lease equipment 12.09 % Lease plant 12.28 % Lease railcar 10.18 % |
Schedule of Finance Lease, Liability, Fiscal Year Maturity | Future payments of finance lease obligations, as of December 31, 2023 are summarized as follows (in thousands): Year Ended December 31, Amount Due 2024 $ 8,446 2025 8,459 2026 8,449 2027 8,410 2028 26,488 Thereafter 57,877 Total 118,129 Less: interest (49,488) Present value of financing lease liabilities 68,641 Less: current portion of lease liabilities (2,435) Total lease liabilities, net of current portion $ 66,206 |
Schedule of Maturities of Operating Lease Liabilities | Maturities of our lease liabilities for all operating leases are as follows as of December 31, 2023 (in thousands): For the period ending December 31, Facilities Equipment Plant Railcar Total 2024 $ 948 $ 20,168 $ 8,953 $ 614 $ 30,683 2025 842 10,078 8,538 471 19,929 2026 643 5,058 8,538 328 14,567 2027 604 4,371 8,589 165 13,729 2028 584 324 7,735 — 8,643 Thereafter 1,407 — 81,904 — 83,311 Total lease payments 5,028 39,999 124,257 1,578 170,862 Less: interest (1,481) (5,761) (68,656) (224) (76,122) Present value of operating lease liabilities 3,547 34,238 55,601 1,354 94,740 Less: current portion of lease liabilities (582) (16,950) (2,265) (499) (20,296) Total lease liabilities, net of current portion $ 2,965 $ 17,288 $ 53,336 $ 855 $ 74,444 |
STOCK BASED COMPENSATION AND _2
STOCK BASED COMPENSATION AND WARRANTS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Restricted Stock Activity | Restricted stock activity for the years ended December 31, 2023 is as follows: Restricted stock issued for Compensation: Shares Effective Stock Price Weighted Average Remaining Contractual Life Grant Date Fair Value (in thousands) Aggregate Intrinsic Value (in thousands) Outstanding at December 31, 2022 — $ — — $ — $ — Restricted stock issued 113 5.75 0.01 650 — Outstanding at December 31, 2023 113 $ 5.75 0.01 $ 650 $ — Unvested at December 31, 2023 57 $ 5.75 0.01 $ 325 $ — |
Schedule of Stock Option Activity | Stock option activity for the years ended December 31, 2023, 2022 and 2021 is summarized as follows: OPTIONS ISSUED FOR COMPENSATION: Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life Grant Date Fair Value (in thousands) Aggregate Intrinsic Value (in thousands) Outstanding at December 31, 2020 5,104 $ 1.80 5.55 $ 4,902 $ 1,433 Options granted 1,321 1.93 9.00 2,067 Options exercised (2,042) 1.50 — (2,140) Options cancelled/forfeited/expired (189) 1.40 — (147) Outstanding at December 31, 2021 4,194 $ 1.73 6.37 $ 4,682 $ 15,951 Exercisable at December 31, 2021 1,716 $ 1.98 4.84 $ 1,707 $ 15,951 Outstanding at December 31, 2021 4,194 $ 1.73 6.37 $ 4,682 $ 15,951 Options granted 305 10.03 7.25 2,982 Options exercised (653) 1.65 6.20 (756) Options cancelled/forfeited/expired (214) 1.48 — (294) Outstanding at December 31, 2022 3,632 $ 2.46 5.62 $ 6,614 $ 19,069 Exercisable at December 31, 2022 1,922 $ 1.87 3.94 $ 2,138 $ 19,069 Outstanding at December 31, 2022 3,632 $ 2.46 5.62 $ 6,614 $ 19,069 Options granted 433 6.46 9.35 2,373 Options exercised (561) 1.68 3.45 (563) Options cancelled/forfeited/expired (291) 2.36 — (663) Outstanding at December 31, 2023 3,213 $ 3.14 5.62 $ 7,761 7,681 Exercisable at December 31, 2023 1,897 $ 2.13 4.11 $ 2,621 $ 7,681 |
Schedule of Stock Warrant Activity | A summary of the Company’s stock warrant activity and related information for the years ended December 31, 2023, 2022 and 2021 is as follows: Warrants Weighted Average Exercise Price Weighted Average Remaining Contractual Life Grant Date Outstanding at December 31, 2020 1,500 $ 2.25 7.70 $ 1,496 Warrants granted — — — — Warrants exercised — — — — Warrants canceled/forfeited/expired — — — — Warrants at December 31, 2021 1,500 $ 2.25 6.70 $ 1,496 Exercisable at December 31, 2021 — $ — 6.70 $ — Outstanding at December 31, 2021 1,500 $ 2.25 6.70 $ 1,496 Warrants granted 3,000 5.30 4.77 25,670 Warrants exercised (1,665) 2.47 — (2,865) Warrants canceled/forfeited/expired — — — — Warrants at December 31, 2022 2,835 $ 5.35 4.27 $ 24,301 Exercisable at December 31, 2022 2,835 $ 5.35 4.27 $ 24,301 Outstanding at December 31, 2022 2,835 $ 5.35 4.27 $ 24,301 Warrants granted 3,835 3.00 3.75 10,368 Warrants exercised/exchanged — — $ — — Warrants canceled/forfeited/expired (2,835) 5.35 $ — (24,301) Warrants at December 31, 2023 3,835 $ 3.00 3.75 $ 10,368 Exercisable at December 31, 2023 3,835 $ 3.00 3.75 $ 10,368 |
EARNINGS PER SHARE (Tables)
EARNINGS PER SHARE (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of Reconciliation of Basic and Diluted Earnings Per Share | The following is a reconciliation of the numerator and denominator for basic and diluted income (loss) per share for the year ended December 31, 2023, 2022 and 2021 (in thousands, except per share amounts): 2023 2022 2021 Basic income (loss) per Share Numerator: Net loss attributable to shareholders from continuing operations $ (125,683) $ (17,035) $ (27,287) Net income attributable to shareholders from discontinued operations, net of tax 54,197 11,785 6,682 Net loss attributable to common shareholders $ (71,486) $ (5,250) $ (20,605) Denominator: Weighted-average common shares outstanding 85,596 70,686 56,303 Basic income (loss) per common shares Continuing operations $ (1.47) $ (0.24) $ (0.48) Discontinued operations, net of tax 0.63 0.17 0.12 Basic loss per share $ (0.84) $ (0.07) $ (0.36) Diluted Income (Loss) per Share Numerator: Net loss attributable to shareholders from continuing operations $ (125,683) $ (17,035) $ (27,287) Net income available to shareholders from discontinued operations, net of tax 54,197 11,785 6,682 Net loss available to common shareholders $ (71,486) $ (5,250) $ (20,605) Denominator: Weighted-average shares outstanding 85,596 70,686 56,303 Effect of dilutive securities Stock options and warrants — — — Diluted weighted-average shares outstanding 85,596 70,686 56,303 Diluted income (loss) per common shares Continuing operations $ (1.47) $ (0.24) $ (0.48) Discontinued operations, net of tax 0.63 0.17 0.12 Diluted loss per share $ (0.84) $ (0.07) $ (0.36) |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 12 Months Ended |
Dec. 31, 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 December 31, 2023 and 2022 (in thousands): As of December 31, 2023 Level 1 Level 2 Level 3 Total Assets at fair value Commodity $ — $ 11 $ — $ 11 Total assets at fair value — 11 — 11 Liabilities at fair value RINS and environmental credits — (46,684) — (46,684) Derivative warrants — — (9,907) (9,907) Total liabilities at fair value. — (46,684) (9,907) (56,591) Total $ — $ (46,673) $ (9,907) $ (56,580) As of December 31, 2022 Level 1 Level 2 Level 3 Total Assets at fair value Commodity $ — $ — $ — $ — Total assets at fair value — — — — Liabilities at fair value Commodity — (242) — (242) RINS and environmental credits — (51,355) — (51,355) Derivative warrants — — (14,270) (14,270) Total liabilities at fair value. — (51,597) (14,270) (65,867) Total $ — $ (51,597) $ (14,270) $ (65,867) |
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 New Warrants Expected dividend rate —% —% —% Expected volatility 115% 113% 113% Risk free interest rate 4.01% 3.93% 3.84% Expected term 3.3 4.0 5.0 The following is an analysis of changes in the derivative liability classified as level 3 in the fair value hierarchy for the years ended December 31, 2023 and 2022 (in thousands): Level Three Roll-Forward 2023 2022 Balance at beginning of period $ 14,270 $ 75,211 New warrants granted 2,905 25,669 Repricing warrants granted 724 — Equity component of the convertible senior note — (78,789) Change in valuation of warrants included in net income (7,992) (7,821) Balance at end of period $ 9,907 $ 14,270 |
COMMODITY DERIVATIVE INSTRUME_2
COMMODITY DERIVATIVE INSTRUMENTS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Derivative Instruments | December 31, 2023 Contract Type Contract Period Weighted Average Trade Price (Barrels) Remaining Volume (Barrels) Fair Value (in thousands) (in thousands) Futures Dec. 2023-Feb. 2024 $ 108.18 1 $ 20 Futures Dec. 2023-Feb. 2024 $ 110.33 4 $ (156) Futures Dec. 2023-May. 2024 $ 77.94 7 $ (63) Futures Dec. 2023-May. 2024 $ 49.94 60 $ 632 Swap Dec. 2023-Jan. 2024 $ 88.39 164 $ (372) Swap Dec. 2023-Jan. 2024 $ 25.55 100 $ (50) December 31, 2022 Contract Type Contract Period Weighted Average Trade 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) Future Sept. 2022 - Dec. 2022 $ 32.14 25 $ 76 Future Sept. 2022 - Dec. 2022 $ 23.57 35 $ (92) Future 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 |
Fair Value of Derivative Instruments Within Balance Sheet | The carrying values of the Company's derivatives positions and their locations on the consolidated balance sheets as of December 31, 2023 and 2022 are presented in the table below (in thousands): Balance Sheet Classification Contract Type 2023 2022 Crude oil future $ 652 $ 2,186 Crude oil swaps (422) (69) Crude oil futures (219) (2,359) Prepaid expenses and other current assets or Accrued expenses and other current liabilities $ 11 $ (242) |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense (Benefit) | The components of income tax benefit (expense) from continued operation for the years ended December 31, 2023, 2022 and 2021 are as follows (in thousands): December 31, 2023 December 31, 2022 December 31, 2021 Current: Federal tax expense $ — $ — $ — State tax expense (24) (9) — Deferred: Federal tax benefit 10,214 5,313 — State tax benefit 3,195 1,867 — Total tax benefit $ 13,385 $ 7,171 $ — |
Schedule of Effective Income Tax Rate Reconciliation | Reconciliation between the amount determined by applying the U.S. federal income tax rate of 21% to pretax income from continuing operations and income tax expense presented in the accompanying consolidated statements of operations was as follows for the years ended December 31, 2023, 2022, and 2021 (in thousands): December 31, 2023 December 31, 2022 December 31, 2021 Statutory tax on book income $ (28,959) $ (5,007) $ (5,216) Permanent differences 1,714 (293) (574) Change in derivative liability — — 2,382 Convertible Debt 4,736 — — Change in valuation allowance 12,743 325 7,930 PPP Loan Forgiveness — — (887) Non-Controlling Interest 102 (1,432) (2,247) State Income Tax Expense (3,176) (977) (1,388) Other (545) 213 — Income tax benefit $ (13,385) $ (7,171) $ — |
Schedule of Deferred Tax Assets and Liabilities | The tax effect of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities at December 31, 2023 and 2022 is presented below (in thousands): December 31, 2023 December 31, 2022 Deferred tax assets: State net operating loss carry forwards $ 7,499 $ 1,624 Accrued bonus and stock-based compensation 579 499 Basis of intangible assets 2,227 2,010 Bad debt/environmental reserve 698 771 Contribution carryover 77 75 Transaction costs 1,041 1,807 Deferred interest expense under section 163(j) 28,613 13,215 Right to use asset 41,861 25,766 Partnership income — 450 Net operating loss carry forwards 33,240 17,160 Deferred tax assets related to discontinued operations — 2,181 Less valuation allowance (18,100) (505) Total deferred tax assets $ 97,735 $ 65,053 December 31, 2023 December 31, 2022 Deferred tax liabilities: Basis of fixed assets $ (55,693) $ (21,393) Discount on convertible note (2,591) (11,820) Right of use liability (41,233) (25,129) Derivative liability — (2,970) Partnership income (994) (434) Deferred tax liabilities related to discontinued operations — (809) Total deferred tax liabilities $ (100,511) $ (62,555) Net deferred tax assets (liabilities) $ (2,776) $ 2,498 |
NON-CONTROLLING INTERESTS (Tabl
NON-CONTROLLING INTERESTS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Noncontrolling Interest [Abstract] | |
Schedule of Redeemable Noncontrolling Interest | The table below presents the reconciliation of changes in redeemable noncontrolling interest during the year ended December 31, 2022 (in thousands): 2022 Beginning balance $ 6,812 Net loss attributable to redeemable non-controlling interest (38) Accretion of non-controlling interest to redemption value 428 Redemption of non-controlling interest (7,202) Ending balance $ — The table below presents the reconciliation of changes in redeemable noncontrolling interest relating to HPRM for the year ended December 31, 2022 (in thousands): 2022 Beginning balance $ 36,635 Net income attributable to redeemable non-controlling interest 6,829 Redemption of non-controlling interest (43,464) Ending balance $ — |
Schedule of Net Income (Loss) Attributable to Non-Controlling Interest | The below table represents the net income (loss) of VRMLA for the year ended December 31, 2023, 2022 and 2021 (in thousands). For The Year Ended December 31, 2023 2022 2021 Net income (loss) consolidated $ (994) $ 50 $ 1,919 Income (loss) attributed to Non-controlling entity $ (487) $ 24 $ 941 |
DISCONTINUED OPERATIONS (Tables
DISCONTINUED OPERATIONS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Summarized Financial Information From Continuing Operations and Reported as Discontinued Operations | The following summarized financial information has been segregated from continuing operations and reported as Discontinued Operations for the years ended December 31, 2023, 2022 and 2021 (in thousands): For The Year Ended December 31 2023 2022 2021 Revenues $ 7,366 $ 85,495 $ 58,248 Cost of revenues (exclusive of depreciation shown separately below) 4,589 51,815 32,467 Depreciation and amortization attributable to costs of revenues 124 1,566 1,566 Gross profit 2,653 32,114 24,215 Operating expenses: Selling, general and administrative expenses 632 8,501 6,727 Depreciation and amortization expense attributable to operating expenses 21 251 251 Total Operating expenses 653 8,752 6,978 Income from operations 2,000 23,362 17,237 Other income (expense) Interest expense — (39) (59) Total other expense — (39) (59) Income before income tax 2,000 23,323 17,178 Income tax expense (1,572) (4,678) — Income from discontinued operations, net of tax 428 18,645 17,178 Net gain on sale of discontinued operations, net of tax of $17,110 thousand, $5 thousand and $—, respectively 53,769 22 — Net income from discontinued operations $ 54,197 $ 18,667 $ 17,178 The assets and liabilities held for sale on the Consolidated Balance Sheets as of December 31, 2022, are as follows. December 31, 2022 ASSETS Accounts receivable, net $ 7,490 Inventory 1,674 Prepaid expenses 183 Total current assets 9,347 Property and equipment, at cost 19,746 Less accumulated depreciation (9,140) Property and equipment, 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-current 45 Total current liabilities 3,424 Liabilities held for sale $ 3,424 |
SEGMENT REPORTING (Tables)_2
SEGMENT REPORTING (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information | Segment information for the years ended December 31, 2023, 2022 and 2021 are as follows (in thousands): YEAR ENDED DECEMBER 31, 2023 Refining and Marketing Black Oil & Recovery Corporate and Eliminations Total Revenues: Refined products $ 3,007,937 $ 121,122 $ (13,039) $ 3,116,020 Re-refined products 17,997 15,959 — 33,956 Services 20,057 7,154 — 27,211 Total revenues 3,045,991 144,235 (13,039) 3,177,187 Cost of revenues (exclusive of depreciation and amortization shown separately below) 2,894,617 124,731 (13,352) 3,005,996 Depreciation and amortization attributable to costs of revenues 22,118 4,900 — 27,018 Gross profit 129,256 14,604 313 144,173 Selling, general and administrative expenses 118,165 19,788 30,687 168,640 Depreciation and amortization attributable to operating expenses 3,311 164 671 4,146 Income (loss) from operations 7,780 (5,348) (31,045) (28,613) Other income (expenses) Other income (expense) — 600 33 633 Gain on change in derivative liability — — 7,992 7,992 Interest expense (18,092) (188) (101,287) (119,567) Total other income (expense) (18,092) 412 (93,262) (110,942) Loss from continuing operations before income tax $ (10,312) $ (4,936) $ (124,307) $ (139,555) Total capital expenditures $ 127,729 $ 12,584 $ — $ 140,313 YEAR ENDED DECEMBER 31, 2022 Refining and Marketing Black Oil & Recovery Corporate and Eliminations Total Revenues: Refined products $ 2,370,240 $ 163,095 $ — $ 2,533,335 Re-refined products 229,793 19,105 — 248,898 Services 6,611 2,871 — 9,482 Total revenues 2,606,644 185,071 — 2,791,715 Cost of revenues (exclusive of depreciation and amortization shown separately below) 2,453,809 144,467 — 2,598,276 Depreciation and amortization attributable to costs of revenues 9,605 3,824 — 13,429 Gross profit 143,230 36,780 — 180,010 Selling, general and administrative expenses 83,001 17,241 27,540 127,782 Depreciation and amortization attributable to operating expenses 2,593 180 900 3,673 Income (loss) from operations 57,636 19,359 (28,440) 48,555 Other income (expenses) Other income (expense) 18 (104) (220) (306) Gain on change in derivative liability — — 7,821 7,821 Interest expense (10,414) (50) (69,447) (79,911) Total other income (expense) (10,396) (154) (61,846) (72,396) Loss from continuing operations before income tax $ 47,240 $ 19,205 $ (90,286) $ (23,841) Total capital expenditures $ 72,588 $ 2,924 $ — $ 75,512 YEAR ENDED DECEMBER 31, 2021 Refining and Marketing Black Oil & Recovery Corporate and Eliminations Total Revenues: Refined products $ 78,191 $ 85,253 $ — $ 163,444 Re-refined products 15,039 25,611 — 40,650 Services — 3,666 — 3,666 Total revenues 93,230 114,530 — 207,760 Cost of revenues (exclusive of depreciation and amortization shown separately below) 89,570 89,216 — 178,786 Depreciation and amortization attributable to costs of revenues 509 3,534 — 4,043 Gross profit 3,151 21,780 — 24,931 Selling, general and administrative expenses 3,277 14,444 12,885 30,606 Loss on Assets Impairment — 2,124 — 2,124 Depreciation and amortization attributable to operating expenses 434 234 1,013 1,681 Income (loss) from operations (560) 4,978 (13,898) (9,480) Other income (expenses) Other income (expense) — — 4,158 4,158 Loss on change in derivative liability — — (15,685) (15,685) Interest expense — — (3,832) (3,832) Total other income — — (15,359) (15,359) Loss from continuing operations before income tax $ (560) $ 4,978 $ (29,257) $ (24,839) Total capital expenditures $ — $ 2,331 $ — $ 2,331 Total assets by segment were as follows (in thousands): AS OF DECEMBER 31, 2023 Refining & Black Oil & Recovery Corporate and Eliminations Consolidated Total assets $ 661,101 $ 106,524 $ 86,999 $ 854,624 AS OF DECEMBER 31, 2022 Refining & Black Oil & Recovery Corporate and Eliminations Consolidated Total assets $ 410,975 $ 105,109 $ 173,301 $ 689,385 |
BASIS OF PRESENTATION AND NAT_2
BASIS OF PRESENTATION AND NATURE OF OPERATIONS (Details) $ in Millions | Apr. 01, 2022 USD ($) bbl / d gallonPerMinute bbl | Dec. 31, 2023 segment | Feb. 01, 2023 USD ($) |
Held-for-sale | UMO business | |||
Business Acquisition | |||
Sales price (fair value) | $ 92 | ||
Black Oil & Recovery | |||
Business Acquisition | |||
Number of suppliers | segment | 30 | ||
Mobile Refinery | |||
Business Acquisition | |||
Annual production capacity (bbl/day) | bbl / d | 75,000 | ||
Inventory acquired (barrels/gallons) | bbl | 3,200,000 | ||
Initial base purchase price for the assets | $ 75 | ||
Asset acquisition, consideration transferred | $ 16.3 | ||
Mobile Refinery | Alabama | |||
Business Acquisition | |||
Annual production capacity (bbl/day) | bbl / d | 75,000 | ||
Inventory acquired (barrels/gallons) | bbl | 3.2 | ||
Mobile truck rack (gal/min) | gallonPerMinute | 600 | ||
Hydrocarbon | |||
Business Acquisition | |||
Initial base purchase price for the assets | $ 130 | ||
Asset acquisition, consideration transferred | $ 124 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Narrative (Details) | 12 Months Ended | ||||
Dec. 31, 2023 USD ($) a | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | May 26, 2022 | |
New Accounting Pronouncements or Change in Accounting Principle | |||||
Restricted cash and cash equivalents | $ 1,500,000 | ||||
Operating lease-current | 20,296,000 | $ 3,713,000 | |||
Asset impairment | 0 | 0 | $ 2,124,000 | $ 0 | |
Loss recognized on disposal group classified as held for sale | 0 | 0 | $ 0 | ||
Short Term to Long Term | |||||
New Accounting Pronouncements or Change in Accounting Principle | |||||
Operating lease-current | 5,300,000 | ||||
Short Term Equipment Lease Deposit | |||||
New Accounting Pronouncements or Change in Accounting Principle | |||||
Restricted cash and cash equivalents | 2,000,000 | 4,800,000 | |||
Money Market Funds | |||||
New Accounting Pronouncements or Change in Accounting Principle | |||||
Restricted cash and cash equivalents | $ 100,000 | $ 100,000 | |||
Heartland SPV | |||||
New Accounting Pronouncements or Change in Accounting Principle | |||||
Ownership percentage (in percent) | 100% | ||||
Heartland SPV | Tensile-Heartland Acquisition Corporation | |||||
New Accounting Pronouncements or Change in Accounting Principle | |||||
Ownership percentage (in percent) | 65% | ||||
Vertex Refining Myrtle Grove LLC | |||||
New Accounting Pronouncements or Change in Accounting Principle | |||||
Ownership percentage (in percent) | 100% | ||||
Liquid storage facility on the Houston Ship Channel | |||||
New Accounting Pronouncements or Change in Accounting Principle | |||||
Area of property (acre) | a | 19 |
MOBILE REFINERY ACQUISITION - N
MOBILE REFINERY ACQUISITION - Narrative (Details) $ in Thousands | Dec. 31, 2023 USD ($) | Apr. 01, 2022 USD ($) bbl / d mile |
Mobile Refinery | ||
Business Acquisition | ||
Purchase price | $ 227,525 | |
Mobile Refinery | Vertex Acquisition | ||
Business Acquisition | ||
Purchase price | 103,214 | $ 227,500 |
Mobile Refinery | Financing Agreement | ||
Business Acquisition | ||
Purchase price | $ 124,311 | $ 124,300 |
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 | Dec. 31, 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 - P
MOBILE REFINERY ACQUISITION - Pro Forma (Details) - Mobile Refinery - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Business Acquisition | |||
Revenue | $ 2,642,702 | $ 3,216,285 | $ 1,975,500 |
Net income (loss) | $ 68,574 | $ 77,336 | $ (25,800) |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) $ in Millions | Jul. 19, 2023 defendant | Apr. 13, 2023 plaintiff defendant | Dec. 31, 2023 USD ($) | Feb. 16, 2023 lawsuit | Dec. 31, 2022 USD ($) |
Site Contingency [Line Items] | |||||
Number of pending claims | lawsuit | 5 | ||||
Number of defendants | defendant | 2 | 3 | |||
Number of plantiff | plaintiff | 3 | ||||
Environmental Remediation | Environmental Remediation | |||||
Site Contingency [Line Items] | |||||
Accrual for environmental loss contingencies | $ | $ 1.4 | $ 1.4 |
REVENUES (Details)
REVENUES (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Disaggregation of Revenue | |||
Total revenues | $ 3,177,187 | $ 2,791,715 | $ 207,760 |
Corporate and Eliminations | |||
Disaggregation of Revenue | |||
Total revenues | (13,039) | 0 | 0 |
Gasolines | |||
Disaggregation of Revenue | |||
Total revenues | 663,442 | 627,081 | 23,928 |
Gasolines | Corporate and Eliminations | |||
Disaggregation of Revenue | |||
Total revenues | 0 | 0 | 0 |
Jet Fuels | |||
Disaggregation of Revenue | |||
Total revenues | 561,848 | 438,999 | |
Jet Fuels | Corporate and Eliminations | |||
Disaggregation of Revenue | |||
Total revenues | 0 | 0 | |
Diesel | |||
Disaggregation of Revenue | |||
Total revenues | 695,074 | 940,095 | 54,263 |
Diesel | Corporate and Eliminations | |||
Disaggregation of Revenue | |||
Total revenues | 0 | 0 | 0 |
Other refinery products | |||
Disaggregation of Revenue | |||
Total revenues | 925,849 | 527,160 | 85,253 |
Other refinery products | Corporate and Eliminations | |||
Disaggregation of Revenue | |||
Total revenues | (13,039) | 0 | 0 |
Pygas | |||
Disaggregation of Revenue | |||
Total revenues | 16,421 | 51,154 | 13,438 |
Pygas | Corporate and Eliminations | |||
Disaggregation of Revenue | |||
Total revenues | 0 | 0 | 0 |
Metals | |||
Disaggregation of Revenue | |||
Total revenues | 12,226 | 16,356 | 23,707 |
Metals | Corporate and Eliminations | |||
Disaggregation of Revenue | |||
Total revenues | 0 | 0 | 0 |
Other re-refined products | |||
Disaggregation of Revenue | |||
Total revenues | 5,309 | 181,388 | 3,505 |
Other re-refined products | Corporate and Eliminations | |||
Disaggregation of Revenue | |||
Total revenues | 0 | 0 | 0 |
Terminalling | |||
Disaggregation of Revenue | |||
Total revenues | 20,057 | 6,611 | |
Terminalling | Corporate and Eliminations | |||
Disaggregation of Revenue | |||
Total revenues | 0 | 0 | |
Oil collection services | |||
Disaggregation of Revenue | |||
Total revenues | 7,154 | 2,871 | 3,666 |
Oil collection services | Corporate and Eliminations | |||
Disaggregation of Revenue | |||
Total revenues | 0 | 0 | 0 |
Renewable | |||
Disaggregation of Revenue | |||
Total revenues | 269,807 | ||
Renewable | Corporate and Eliminations | |||
Disaggregation of Revenue | |||
Total revenues | 0 | ||
Refining and Marketing | Operating Segments | |||
Disaggregation of Revenue | |||
Total revenues | 3,045,991 | 2,606,644 | 93,230 |
Refining and Marketing | Gasolines | Operating Segments | |||
Disaggregation of Revenue | |||
Total revenues | 663,442 | 627,081 | 23,928 |
Refining and Marketing | Jet Fuels | Operating Segments | |||
Disaggregation of Revenue | |||
Total revenues | 561,848 | 438,999 | |
Refining and Marketing | Diesel | Operating Segments | |||
Disaggregation of Revenue | |||
Total revenues | 695,074 | 940,095 | 54,263 |
Refining and Marketing | Other refinery products | Operating Segments | |||
Disaggregation of Revenue | |||
Total revenues | 817,766 | 364,065 | 0 |
Refining and Marketing | Pygas | Operating Segments | |||
Disaggregation of Revenue | |||
Total revenues | 16,421 | 51,154 | 13,438 |
Refining and Marketing | Metals | Operating Segments | |||
Disaggregation of Revenue | |||
Total revenues | 0 | 0 | 0 |
Refining and Marketing | Other re-refined products | Operating Segments | |||
Disaggregation of Revenue | |||
Total revenues | 1,576 | 178,639 | 1,601 |
Refining and Marketing | Terminalling | Operating Segments | |||
Disaggregation of Revenue | |||
Total revenues | 20,057 | 6,611 | |
Refining and Marketing | Oil collection services | Operating Segments | |||
Disaggregation of Revenue | |||
Total revenues | 0 | 0 | 0 |
Refining and Marketing | Renewable | Operating Segments | |||
Disaggregation of Revenue | |||
Total revenues | 269,807 | ||
Black Oil & Recovery | Operating Segments | |||
Disaggregation of Revenue | |||
Total revenues | 144,235 | 185,071 | 114,530 |
Black Oil & Recovery | Gasolines | Operating Segments | |||
Disaggregation of Revenue | |||
Total revenues | 0 | 0 | 0 |
Black Oil & Recovery | Jet Fuels | Operating Segments | |||
Disaggregation of Revenue | |||
Total revenues | 0 | 0 | |
Black Oil & Recovery | Diesel | Operating Segments | |||
Disaggregation of Revenue | |||
Total revenues | 0 | 0 | 0 |
Black Oil & Recovery | Other refinery products | Operating Segments | |||
Disaggregation of Revenue | |||
Total revenues | 121,122 | 163,095 | 85,253 |
Black Oil & Recovery | Pygas | Operating Segments | |||
Disaggregation of Revenue | |||
Total revenues | 0 | 0 | 0 |
Black Oil & Recovery | Metals | Operating Segments | |||
Disaggregation of Revenue | |||
Total revenues | 12,226 | 16,356 | 23,707 |
Black Oil & Recovery | Other re-refined products | Operating Segments | |||
Disaggregation of Revenue | |||
Total revenues | 3,733 | 2,749 | 1,904 |
Black Oil & Recovery | Terminalling | Operating Segments | |||
Disaggregation of Revenue | |||
Total revenues | 0 | 0 | |
Black Oil & Recovery | Oil collection services | Operating Segments | |||
Disaggregation of Revenue | |||
Total revenues | 7,154 | $ 2,871 | $ 3,666 |
Black Oil & Recovery | Renewable | Operating Segments | |||
Disaggregation of Revenue | |||
Total revenues | $ 0 |
SEGMENT REPORTING (Details)
SEGMENT REPORTING (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Segment Reporting Information | ||||
Total revenues | $ 3,177,187,000 | $ 2,791,715,000 | $ 207,760,000 | |
Cost of revenues (exclusive of depreciation and amortization shown separately below) | 3,005,996,000 | 2,598,276,000 | 178,786,000 | |
Depreciation and amortization attributable to costs of revenues | 27,018,000 | 13,429,000 | 4,043,000 | |
Gross profit | 144,173,000 | 180,010,000 | 24,931,000 | |
Selling, general and administrative expenses | 168,640,000 | 127,782,000 | 30,606,000 | |
Loss on Assets Impairment | 0 | 0 | 2,124,000 | $ 0 |
Depreciation and amortization attributable to operating expenses | 4,146,000 | 3,673,000 | 1,681,000 | |
Income (loss) from operations | (28,613,000) | 48,555,000 | (9,480,000) | |
Other income (expense) | 4,158,000 | |||
Gain on change in derivative liability | 7,992,000 | 7,821,000 | (15,685,000) | |
Interest expense | (119,567,000) | (79,911,000) | (3,832,000) | |
Total other income (expense) | (110,942,000) | (72,396,000) | (15,359,000) | |
Loss from continuing operations before income tax | (139,555,000) | (23,841,000) | (24,839,000) | |
Total capital expenditures | 140,313,000 | 75,512,000 | 2,331,000 | |
Total assets | 854,624,000 | 689,385,000 | ||
Refined products | ||||
Segment Reporting Information | ||||
Total revenues | 3,116,020,000 | 2,533,335,000 | 163,444,000 | |
Re-refined products | ||||
Segment Reporting Information | ||||
Total revenues | 33,956,000 | 248,898,000 | 40,650,000 | |
Services | ||||
Segment Reporting Information | ||||
Total revenues | 27,211,000 | 9,482,000 | 3,666,000 | |
Corporate and Eliminations | ||||
Segment Reporting Information | ||||
Total revenues | (13,039,000) | 0 | 0 | |
Cost of revenues (exclusive of depreciation and amortization shown separately below) | (13,352,000) | 0 | 0 | |
Depreciation and amortization attributable to costs of revenues | 0 | 0 | 0 | |
Gross profit | 313,000 | 0 | 0 | |
Selling, general and administrative expenses | 30,687,000 | 27,540,000 | 12,885,000 | |
Loss on Assets Impairment | 0 | |||
Depreciation and amortization attributable to operating expenses | 671,000 | 900,000 | 1,013,000 | |
Income (loss) from operations | (31,045,000) | (28,440,000) | (13,898,000) | |
Other income (expense) | 4,158,000 | |||
Gain on change in derivative liability | 7,992,000 | 7,821,000 | (15,685,000) | |
Interest expense | (101,287,000) | (69,447,000) | (3,832,000) | |
Total other income (expense) | (93,262,000) | (61,846,000) | (15,359,000) | |
Loss from continuing operations before income tax | (124,307,000) | (90,286,000) | (29,257,000) | |
Total capital expenditures | 0 | 0 | 0 | |
Total assets | 86,999,000 | 173,301,000 | ||
Corporate and Eliminations | Refined products | ||||
Segment Reporting Information | ||||
Total revenues | (13,039,000) | 0 | 0 | |
Corporate and Eliminations | Re-refined products | ||||
Segment Reporting Information | ||||
Total revenues | 0 | 0 | 0 | |
Corporate and Eliminations | Services | ||||
Segment Reporting Information | ||||
Total revenues | 0 | 0 | 0 | |
Refining and Marketing | Operating Segments | ||||
Segment Reporting Information | ||||
Total revenues | 3,045,991,000 | 2,606,644,000 | 93,230,000 | |
Cost of revenues (exclusive of depreciation and amortization shown separately below) | 2,894,617,000 | 2,453,809,000 | 89,570,000 | |
Depreciation and amortization attributable to costs of revenues | 22,118,000 | 9,605,000 | 509,000 | |
Gross profit | 129,256,000 | 143,230,000 | 3,151,000 | |
Selling, general and administrative expenses | 118,165,000 | 83,001,000 | 3,277,000 | |
Loss on Assets Impairment | 0 | |||
Depreciation and amortization attributable to operating expenses | 3,311,000 | 2,593,000 | 434,000 | |
Income (loss) from operations | 7,780,000 | 57,636,000 | (560,000) | |
Other income (expense) | 0 | |||
Gain on change in derivative liability | 0 | 0 | 0 | |
Interest expense | (18,092,000) | (10,414,000) | 0 | |
Total other income (expense) | (18,092,000) | (10,396,000) | 0 | |
Loss from continuing operations before income tax | (10,312,000) | 47,240,000 | (560,000) | |
Total capital expenditures | 127,729,000 | 72,588,000 | 0 | |
Total assets | 661,101,000 | 410,975,000 | ||
Refining and Marketing | Operating Segments | Refined products | ||||
Segment Reporting Information | ||||
Total revenues | 3,007,937,000 | 2,370,240,000 | 78,191,000 | |
Refining and Marketing | Operating Segments | Re-refined products | ||||
Segment Reporting Information | ||||
Total revenues | 17,997,000 | 229,793,000 | 15,039,000 | |
Refining and Marketing | Operating Segments | Services | ||||
Segment Reporting Information | ||||
Total revenues | 20,057,000 | 6,611,000 | 0 | |
Black Oil & Recovery | ||||
Segment Reporting Information | ||||
Loss on Assets Impairment | 2,100,000 | |||
Black Oil & Recovery | Operating Segments | ||||
Segment Reporting Information | ||||
Total revenues | 144,235,000 | 185,071,000 | 114,530,000 | |
Cost of revenues (exclusive of depreciation and amortization shown separately below) | 124,731,000 | 144,467,000 | 89,216,000 | |
Depreciation and amortization attributable to costs of revenues | 4,900,000 | 3,824,000 | 3,534,000 | |
Gross profit | 14,604,000 | 36,780,000 | 21,780,000 | |
Selling, general and administrative expenses | 19,788,000 | 17,241,000 | 14,444,000 | |
Loss on Assets Impairment | 2,124,000 | |||
Depreciation and amortization attributable to operating expenses | 164,000 | 180,000 | 234,000 | |
Income (loss) from operations | (5,348,000) | 19,359,000 | 4,978,000 | |
Other income (expense) | 0 | |||
Gain on change in derivative liability | 0 | 0 | 0 | |
Interest expense | (188,000) | (50,000) | 0 | |
Total other income (expense) | 412,000 | (154,000) | 0 | |
Loss from continuing operations before income tax | (4,936,000) | 19,205,000 | 4,978,000 | |
Total capital expenditures | 12,584,000 | 2,924,000 | 2,331,000 | |
Total assets | 106,524,000 | 105,109,000 | ||
Black Oil & Recovery | Operating Segments | Refined products | ||||
Segment Reporting Information | ||||
Total revenues | 121,122,000 | 163,095,000 | 85,253,000 | |
Black Oil & Recovery | Operating Segments | Re-refined products | ||||
Segment Reporting Information | ||||
Total revenues | 15,959,000 | 19,105,000 | 25,611,000 | |
Black Oil & Recovery | Operating Segments | Services | ||||
Segment Reporting Information | ||||
Total revenues | $ 7,154,000 | $ 2,871,000 | $ 3,666,000 |
ACCOUNTS RECEIVABLE (Details)
ACCOUNTS RECEIVABLE (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Accounts Receivable, after Allowance for Credit Loss, Current [Abstract] | |||
Accounts receivable trade | $ 37,473,000 | $ 36,098,000 | |
Allowance for credit losses | (1,309,000) | (1,550,000) | |
Accounts receivable, net | 36,164,000 | 34,548,000 | |
Bad debt expense | $ 224,000 | $ 241,800 | $ 825,600 |
CONCENTRATIONS OF CREDIT RISK_3
CONCENTRATIONS OF CREDIT RISK AND SIGNIFICANT CUSTOMERS (Details) | 12 Months Ended | ||
Dec. 31, 2023 bank | Dec. 31, 2022 | Dec. 31, 2021 vendor | |
Revenue, Major Customer | |||
Concentration risk, deposit maintained in number of banks | bank | 1 | ||
Purchases Benchmark | Vendor Concentration Risk | |||
Revenue, Major Customer | |||
Concentration risk, number of vendor | vendor | 1 | ||
Purchases Benchmark | Vendor Concentration Risk | Vendor One | |||
Revenue, Major Customer | |||
Concentration (as a percentage) | 35% | ||
Customer 1 | Revenue | Customer Concentration Risk | |||
Revenue, Major Customer | |||
Concentration (as a percentage) | 35% | 39% | 0% |
Customer 1 | Revenue | Customer Concentration Risk | Refining and Marketing | |||
Revenue, Major Customer | |||
Concentration (as a percentage) | 36% | 42% | 0% |
Customer 1 | Revenue | Customer Concentration Risk | Black Oil & Recovery | |||
Revenue, Major Customer | |||
Concentration (as a percentage) | 0% | 0% | 0% |
Customer 1 | Receivables | Customer Concentration Risk | |||
Revenue, Major Customer | |||
Concentration (as a percentage) | 2% | 11% | 0% |
Customer 2 | Revenue | Customer Concentration Risk | |||
Revenue, Major Customer | |||
Concentration (as a percentage) | 32% | 28% | 0% |
Customer 2 | Revenue | Customer Concentration Risk | Refining and Marketing | |||
Revenue, Major Customer | |||
Concentration (as a percentage) | 33% | 30% | 0% |
Customer 2 | Revenue | Customer Concentration Risk | Black Oil & Recovery | |||
Revenue, Major Customer | |||
Concentration (as a percentage) | 11% | 0% | 0% |
Customer 2 | Receivables | Customer Concentration Risk | |||
Revenue, Major Customer | |||
Concentration (as a percentage) | 26% | 23% | 0% |
Customer 3 | Revenue | Customer Concentration Risk | |||
Revenue, Major Customer | |||
Concentration (as a percentage) | 2% | 9% | 39% |
Customer 3 | Revenue | Customer Concentration Risk | Refining and Marketing | |||
Revenue, Major Customer | |||
Concentration (as a percentage) | 1% | 4% | 0% |
Customer 3 | Revenue | Customer Concentration Risk | Black Oil & Recovery | |||
Revenue, Major Customer | |||
Concentration (as a percentage) | 27% | 85% | 71% |
Customer 3 | Receivables | Customer Concentration Risk | |||
Revenue, Major Customer | |||
Concentration (as a percentage) | 3% | 28% | 26% |
INVENTORY (Details)
INVENTORY (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Inventory [Line Items] | ||
Total inventory | $ 182,120 | $ 135,473 |
Crude oil | ||
Inventory [Line Items] | ||
Total inventory | 60,702 | 59,131 |
Renewable feedstocks | ||
Inventory [Line Items] | ||
Total inventory | 27,450 | 0 |
Refined products | ||
Inventory [Line Items] | ||
Total inventory | 91,911 | 74,311 |
Re-refined products | ||
Inventory [Line Items] | ||
Total inventory | $ 2,057 | $ 2,031 |
INVENTORY FINANCING AGREEMENT -
INVENTORY FINANCING AGREEMENT - Schedule of Inventory (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Inventory [Line Items] | ||
Obligations under inventory financing agreement, net | $ 141,093 | $ 117,939 |
Inventory Financing Agreement | Macquarie | ||
Inventory [Line Items] | ||
Obligations under inventory financing agreement | 141,343 | 119,189 |
Unamortized financing cost | (250) | (1,250) |
Obligations under inventory financing agreement, net | $ 141,093 | $ 117,939 |
INVENTORY FINANCING AGREEMENT_2
INVENTORY FINANCING AGREEMENT - Narrative (Details) - Macquarie | 12 Months Ended | |
May 26, 2023 | Dec. 31, 2023 | |
Inventory [Line Items] | ||
Termination period after notice | 180 days | |
Supply and Offtake Agreement, Automatic Renewal Term | 12 months | |
Vertex Renewables | ||
Inventory [Line Items] | ||
Termination period after notice | 180 days | |
Supply And Offtake Agreement, Term | 24 months |
INVENTORY FINANCING AGREEMENT_3
INVENTORY FINANCING AGREEMENT - Schedule of Inventory Cost (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Inventory Disclosure [Abstract] | ||
Intermediation fee | $ 19,756 | $ 50,766 |
Inventory financing fees (include over/under) | 6,389 | (5,450) |
Interest expense and financing costs, net | $ 11,553 | $ 6,912 |
PREPAID EXPENSES AND OTHER CU_3
PREPAID EXPENSES AND OTHER CURRENT ASSETS (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Prepaid insurance | $ 8,076 | $ 8,356 |
Commodity derivative advance | 1,502 | 5,472 |
Sulfur credits | 3,462 | 1,648 |
Benzene credits | 0 | 353 |
Prepaid feedstock | 9,845 | 0 |
Prepaid freight | 3,260 | 0 |
Prepaid operating expenses | 4,756 | 5,160 |
Inventory financing deposit | 15,259 | 10,329 |
Derivative commodity assets | 11 | 0 |
Other current assets | 7,003 | 5,342 |
Total prepaid expenses & other current assets | $ 53,174 | $ 36,660 |
FIXED ASSETS, NET - Schedule of
FIXED ASSETS, NET - Schedule of Fixed Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment, Net | ||
Total fixed assets | $ 383,739 | $ 237,934 |
Less accumulated depreciation | (57,628) | (36,185) |
Net fixed assets | 326,111 | 201,749 |
Equipment | ||
Property, Plant and Equipment, Net | ||
Total fixed assets | $ 276,331 | 97,120 |
Furniture and fixtures | ||
Property, Plant and Equipment, Net | ||
Useful Life (in years) | 7 years | |
Total fixed assets | $ 46 | 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 | $ 1,400 | 1,433 |
Vehicles | ||
Property, Plant and Equipment, Net | ||
Useful Life (in years) | 5 years | |
Total fixed assets | $ 15,087 | 9,212 |
Building | ||
Property, Plant and Equipment, Net | ||
Useful Life (in years) | 20 years | |
Total fixed assets | $ 3,663 | 2,334 |
Turnarounds | ||
Property, Plant and Equipment, Net | ||
Useful Life (in years) | 4 years | |
Total fixed assets | $ 21,100 | 18,964 |
Construction in progress | ||
Property, Plant and Equipment, Net | ||
Total fixed assets | 53,467 | 96,765 |
Land | ||
Property, Plant and Equipment, Net | ||
Total fixed assets | $ 9,793 | $ 9,168 |
Minimum | Equipment | ||
Property, Plant and Equipment, Net | ||
Useful Life (in years) | 7 years | |
Maximum | Equipment | ||
Property, Plant and Equipment, Net | ||
Useful Life (in years) | 20 years |
FIXED ASSETS, NET - Narrative (
FIXED ASSETS, NET - Narrative (Details) | 1 Months Ended | 12 Months Ended | |||
Aug. 31, 2021 a feet mi | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Property, Plant and Equipment [Line Items] | |||||
Capitalized interest | $ 6,900,000 | $ 2,100,000 | |||
Depreciation | 23,300,000 | 11,100,000 | $ 3,900,000 | ||
Loss on assets impairment | 0 | $ 0 | $ 2,124,000 | $ 0 | |
Black Oil & Recovery | |||||
Property, Plant and Equipment [Line Items] | |||||
Loss on assets impairment | $ 2,100,000 | ||||
Hurricane | |||||
Property, Plant and Equipment [Line Items] | |||||
Landfall area in southeast louisiana made by hurricane Ida | mi | 30 | ||||
Acres covered with storm surge | a | 42 | ||||
Hurricane | Minimum | |||||
Property, Plant and Equipment [Line Items] | |||||
Feet of storm surge and thus damages of assets and equipment | feet | 4 | ||||
Hurricane | Maximum | |||||
Property, Plant and Equipment [Line Items] | |||||
Feet of storm surge and thus damages of assets and equipment | feet | 6 |
INTANGIBLE ASSETS, NET -Schedul
INTANGIBLE ASSETS, NET -Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Net Carrying Amount | ||
Gross Carrying Amount | $ 33,177 | $ 29,317 |
Accumulated Amortization | 21,636 | 17,490 |
Net Carrying Amount | 11,541 | |
Net Carrying Amount | $ 11,541 | 11,827 |
Customer relations | ||
Net Carrying Amount | ||
Useful Life (in years) | 5 years | |
Gross Carrying Amount | $ 1,658 | 978 |
Accumulated Amortization | 989 | 974 |
Net Carrying Amount | $ 669 | 4 |
Vendor Relations | ||
Net Carrying Amount | ||
Useful Life (in years) | 10 years | |
Gross Carrying Amount | $ 4,778 | 4,778 |
Accumulated Amortization | 4,639 | 4,575 |
Net Carrying Amount | $ 139 | 203 |
Trademarks and Trade Names | ||
Net Carrying Amount | ||
Useful Life (in years) | 15 years | |
Gross Carrying Amount | $ 887 | 887 |
Accumulated Amortization | 657 | 608 |
Net Carrying Amount | $ 230 | 279 |
TCEP Technology/Patent | ||
Net Carrying Amount | ||
Useful Life (in years) | 15 years | |
Gross Carrying Amount | $ 13,287 | 13,287 |
Accumulated Amortization | 9,724 | 8,838 |
Net Carrying Amount | $ 3,563 | 4,449 |
Purchased software | ||
Net Carrying Amount | ||
Useful Life (in years) | 3 years | |
Gross Carrying Amount | $ 12,567 | 9,387 |
Accumulated Amortization | 5,627 | 2,495 |
Net Carrying Amount | $ 6,940 | $ 6,892 |
INTANGIBLE ASSETS, NET - Narrat
INTANGIBLE ASSETS, NET - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Indefinite-Lived Intangible Assets (Excluding Goodwill) [Abstract] | |||
Amortization expense | $ 4.1 | $ 3.7 | $ 1.7 |
INTANGIBLE ASSETS, NET -Sched_2
INTANGIBLE ASSETS, NET -Schedule of Estimated Future Amortization Expense (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Estimated future amortization expense | |
2024 | $ 4,414 |
2025 | 2,093 |
2026 | 1,314 |
2027 | 1,124 |
2028 | 517 |
Thereafter | 2,079 |
Net Carrying Amount | $ 11,541 |
ACCRUED LIABILITIES AND OTHER_3
ACCRUED LIABILITIES AND OTHER CURRENT LIABILITIES (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Payables and Accruals [Abstract] | ||
Accrued purchases | $ 17,685 | $ 21,185 |
Accrued interest | 460 | 1,488 |
Accrued compensation and benefits | 7,605 | 6,530 |
Accrued taxes other than payroll taxes | 826 | 1,102 |
RINS obligations | 46,153 | 51,355 |
Benzene credits obligations | 531 | 0 |
Unearned revenue | 325 | 0 |
Environmental liabilities - current | 51 | 51 |
Derivative commodity liability | 0 | 242 |
Accrued liabilities total | $ 73,636 | $ 81,953 |
FINANCING ARRANGEMENTS - Schedu
FINANCING ARRANGEMENTS - Schedule of Outstanding Debt Facilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Debt Instrument [Line Items] | ||
Principal amount of long-term debt | $ 217,417 | $ 265,839 |
Less: unamortized discount and deferred financing costs | (30,354) | (81,918) |
Total debt, net of unamortized discount and deferred financing costs | 187,063 | 183,921 |
Less: current maturities | (16,362) | (13,911) |
Long term debt, net of current maturities | 170,701 | 170,010 |
Convertible Senior Note | ||
Debt Instrument [Line Items] | ||
Principal amount of long-term debt | 15,230 | 95,178 |
Term loan due April 1, 2025 | ||
Debt Instrument [Line Items] | ||
Principal amount of long-term debt | 195,950 | 165,000 |
SBA Loan | Loan Leverage Lubricants | ||
Debt Instrument [Line Items] | ||
Principal amount of long-term debt | 0 | 59 |
Various institutions | Various Institutions | ||
Debt Instrument [Line Items] | ||
Principal amount of long-term debt | $ 6,237 | $ 5,602 |
FINANCING ARRANGEMENTS - Sche_2
FINANCING ARRANGEMENTS - Schedule of Maturities of Long-term Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Maturities of Long-term Debt and Finance Lease Obligation, Net of Deferred Finance Cost | ||
2024 | $ 16,362 | |
2025 | 185,825 | |
2026 | 0 | |
2027 | 15,230 | |
Total | $ 217,417 | $ 265,839 |
FINANCING ARRANGEMENTS - Short
FINANCING ARRANGEMENTS - Short Term Loan (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Debt Instrument [Line Items] | ||
Principal amount of long-term debt | $ 217,417 | $ 265,839 |
Diego | ||
Debt Instrument [Line Items] | ||
Debt instrument, stated rate (as a percent) | 8.50% | |
Diego | ||
Debt Instrument [Line Items] | ||
Principal amount of long-term debt | $ 1,344 | |
Various Institutions | Insurance premiums financed | ||
Debt Instrument [Line Items] | ||
Principal amount of long-term debt | $ 4,893 | $ 5,602 |
Minimum | Various Institutions | Insurance premiums financed | ||
Debt Instrument [Line Items] | ||
Debt instrument, stated rate (as a percent) | 3.24% | |
Maximum | Various Institutions | Insurance premiums financed | ||
Debt Instrument [Line Items] | ||
Debt instrument, stated rate (as a percent) | 6.25% |
FINANCING ARRANGEMENTS - Term L
FINANCING ARRANGEMENTS - Term Loan (Details) - Term Loan - Term loan - Vertex Refining - USD ($) | 12 Months Ended | ||
Jun. 28, 2024 | Dec. 28, 2023 | Dec. 31, 2023 | |
Debt Instrument [Line Items] | |||
Principal balance at beginning of period | $ 50,000,000 | $ 215,000,000 | |
Repayments of debt | $ 19,100,000 | ||
Forecast | |||
Debt Instrument [Line Items] | |||
Principal payments | $ 2,687,500 | ||
Prime Rate | |||
Debt Instrument [Line Items] | |||
Variable rate basis, basis spread (in percent) | (1.50%) | ||
Federal funds rate | |||
Debt Instrument [Line Items] | |||
Variable rate basis, basis spread (in percent) | 0.50% | ||
Effective interest rate (in percent) | 17.25% | ||
Federal funds rate | Minimum | |||
Debt Instrument [Line Items] | |||
Variable rate basis, basis spread (in percent) | 1% | ||
Federal funds rate | Maximum | |||
Debt Instrument [Line Items] | |||
Variable rate basis, basis spread (in percent) | 10.25% |
FINANCING ARRANGEMENTS - Warran
FINANCING ARRANGEMENTS - Warrant Agreements and Derivative Liabilities (Details) - Warrant - $ / shares | Dec. 31, 2023 | Dec. 28, 2023 | May 26, 2022 | Apr. 01, 2022 |
Class of Warrant or Right [Line Items] | ||||
Warrant outstanding (in shares) | 3,800,000 | 1,000,000 | 250,000 | 2,750,000 |
Weighted average exercise price (in dollars per share) | $ 3 |
FINANCING ARRANGEMENTS - Indent
FINANCING ARRANGEMENTS - Indenture and Convertible Senior Notes (Details) - USD ($) | 12 Months Ended | ||||
Jun. 12, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Jan. 20, 2022 | Nov. 01, 2021 | |
Line of Credit Facility | |||||
Total liabilities at fair value. | $ 56,591,000 | $ 65,867,000 | $ 79,000,000 | ||
Derivative Liability, Statement of Financial Position [Extensible Enumeration] | Additional paid-in capital | ||||
Unamortized debt | 33,900,000 | ||||
Convertible Senior Notes Due 2027, 6.25% | Senior Notes | |||||
Line of Credit Facility | |||||
Principal balance at beginning of period | $ 79,900,000 | $ 60,000,000 | $ 155,000,000 | ||
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 | ||
Unamortized debt | $ 40,700,000 | ||||
Interest paid | 1,000,000 | ||||
Inducement cost | $ 21,200,000 |
FINANCING ARRANGEMENTS - Compon
FINANCING ARRANGEMENTS - Components of Convertible Notes (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Debt Instrument [Line Items] | ||
Principal balance at the end of period | $ 217,417 | $ 265,839 |
Convertible Senior Note | ||
Debt Instrument [Line Items] | ||
Principal balance at beginning of period | 95,178 | 155,000 |
Conversion of principal into common stock | (79,948) | (59,822) |
Principal balance at the end of period | 15,230 | 95,178 |
Unamortized discount and issuance costs | (7,157) | (51,005) |
Net carrying amount at the end of period | $ 8,073 | $ 44,173 |
Leases - Schedule of Finance Le
Leases - Schedule of Finance Lease (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Lessee, Lease, Description | ||
Finance lease | $ 68,641 | $ 46,527 |
Matheson Tri-Gas | Matheson Tri-Gas | ||
Lessee, Lease, Description | ||
Finance lease | 44,132 | 45,311 |
Plaquemines | Plaquemines | ||
Lessee, Lease, Description | ||
Finance lease | 994 | 1,169 |
Harvey Ford | Harvey Ford | ||
Lessee, Lease, Description | ||
Finance lease | 39 | 47 |
DLL financial | DLL financial | ||
Lessee, Lease, Description | ||
Finance lease | 47 | 0 |
Diego | Diego | ||
Lessee, Lease, Description | ||
Finance lease | 137 | 0 |
Centerpoint Blakely | Centerpoint Blakely | ||
Lessee, Lease, Description | ||
Finance lease | $ 23,292 | $ 0 |
Leases - Schedule of Finance _2
Leases - Schedule of Finance Lease, Liability, Fiscal Year Maturity (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Finance Lease, Liability, to be Paid [Abstract] | ||
2024 | $ 8,446 | |
2025 | 8,459 | |
2026 | 8,449 | |
2027 | 8,410 | |
2028 | 26,488 | |
Thereafter | 57,877 | |
Total | 118,129 | |
Less: interest | (49,488) | |
Present value of financing lease liabilities | 68,641 | $ 46,527 |
Less: current portion of lease liabilities | (2,435) | (1,363) |
Total lease liabilities, net of current portion | $ 66,206 | $ 45,164 |
LEASES - Narrative (Details)
LEASES - Narrative (Details) | 12 Months Ended | ||||||||
Dec. 05, 2023 USD ($) quarter | Dec. 01, 2023 USD ($) quarter | Apr. 30, 2023 USD ($) lease | Apr. 01, 2023 USD ($) quarter | Jan. 21, 2023 USD ($) quarter | Nov. 15, 2022 USD ($) lease | Dec. 31, 2023 USD ($) lease option | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
New Accounting Pronouncements or Change in Accounting Principle | |||||||||
Payments on finance leases | $ 2,045,000 | $ 819,000 | $ 844,000 | ||||||
Finance lease right-of-use assets, net | 64,499,000 | 44,081,000 | |||||||
Finance lease | 68,641,000 | 46,527,000 | |||||||
Operating lease right-of-use assets, net | 96,394,000 | 53,557,000 | |||||||
Present value of operating lease liabilities | 94,740,000 | ||||||||
Operating lease payments | $ 22,300,000 | $ 8,300,000 | $ 5,600,000 | ||||||
Number of extension options | option | 2 | ||||||||
Minimum | |||||||||
New Accounting Pronouncements or Change in Accounting Principle | |||||||||
Lease renewal term | 1 year | ||||||||
Maximum | |||||||||
New Accounting Pronouncements or Change in Accounting Principle | |||||||||
Lease renewal term | 20 years | ||||||||
Finance Lease, January 21 2023 for Three Years | |||||||||
New Accounting Pronouncements or Change in Accounting Principle | |||||||||
Number of finance leases assumed | quarter | 1 | ||||||||
Payments on finance leases | $ 803 | ||||||||
Term of contract (in years) | 3 years | ||||||||
Finance lease right-of-use assets, net | $ 17,200 | ||||||||
Finance Lease, April 1 2023 For Five Years | |||||||||
New Accounting Pronouncements or Change in Accounting Principle | |||||||||
Number of finance leases assumed | quarter | 1 | ||||||||
Payments on finance leases | $ 100,000 | ||||||||
Term of contract (in years) | 5 years | ||||||||
Finance lease right-of-use assets, net | 23,400,000 | ||||||||
Finance Lease, December 1 2023 For 60 Months | |||||||||
New Accounting Pronouncements or Change in Accounting Principle | |||||||||
Number of finance leases assumed | quarter | 1 | ||||||||
Finance lease right-of-use assets, net | 135,500 | ||||||||
Finance Lease, December 1 2023 For 6 Months | |||||||||
New Accounting Pronouncements or Change in Accounting Principle | |||||||||
Payments on finance leases | $ 1,000 | ||||||||
Term of contract (in years) | 6 months | ||||||||
Finance Lease, December 1 2023 For 54 Months | |||||||||
New Accounting Pronouncements or Change in Accounting Principle | |||||||||
Payments on finance leases | $ 3,500,000 | ||||||||
Term of contract (in years) | 54 months | ||||||||
Finance Lease, December 5 2023 For 64 Months | |||||||||
New Accounting Pronouncements or Change in Accounting Principle | |||||||||
Number of finance leases assumed | quarter | 1 | ||||||||
Payments on finance leases | $ 639 | ||||||||
Term of contract (in years) | 64 months | ||||||||
Finance lease right-of-use assets, net | $ 30,100 | ||||||||
Lease Elected Contractual Fifteen Year Term | |||||||||
New Accounting Pronouncements or Change in Accounting Principle | |||||||||
Number of operating leases | lease | 1 | ||||||||
Operating lease monthly payments | $ 300,000 | ||||||||
Operating lease, term of contract | 5 years | 15 years | |||||||
Operating lease right-of-use assets, net | $ 19,900,000 | ||||||||
Present value of operating lease liabilities | $ 19,900,000 | ||||||||
Lease Elected Contractual Twenty Year Term | |||||||||
New Accounting Pronouncements or Change in Accounting Principle | |||||||||
Number of operating leases | lease | 1 | ||||||||
Operating lease monthly payments | $ 200,000 | ||||||||
Operating lease, term of contract | 15 months | 20 years | |||||||
Operating lease right-of-use assets, net | $ 19,600,000 | ||||||||
Present value of operating lease liabilities | 19,600,000 | ||||||||
Finance lease obligations | Finance Lease, January 21 2023 for Three Years | |||||||||
New Accounting Pronouncements or Change in Accounting Principle | |||||||||
Finance lease | 16,300 | ||||||||
Finance lease obligations | Finance Lease, April 1 2023 For Five Years | |||||||||
New Accounting Pronouncements or Change in Accounting Principle | |||||||||
Finance lease | 23,300,000 | ||||||||
Finance lease obligations | Finance Lease, December 1 2023 For 60 Months | |||||||||
New Accounting Pronouncements or Change in Accounting Principle | |||||||||
Finance lease | 137,300 | ||||||||
Finance lease obligations | Finance Lease, December 5 2023 For 64 Months | |||||||||
New Accounting Pronouncements or Change in Accounting Principle | |||||||||
Finance lease | $ 30,700 | ||||||||
Plant | |||||||||
New Accounting Pronouncements or Change in Accounting Principle | |||||||||
Number of operating leases | lease | 2 | ||||||||
Present value of operating lease liabilities | $ 55,601,000 | ||||||||
Lease renewal term | 5 years | ||||||||
Lease renewal term, total | 20 years | ||||||||
Terminal | |||||||||
New Accounting Pronouncements or Change in Accounting Principle | |||||||||
Number of operating leases | lease | 1 | ||||||||
Lease renewal term, total | 20 years |
LEASES - Schedule of Finance _3
LEASES - Schedule of Finance Lease Cost (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Lease Cost Type | |||
Amortization of finance lease ROU assets | $ 3,740 | $ 2,291 | $ 114 |
Interest on lease liabilities | 6,004 | 4,117 | 99 |
Net finance lease costs | $ 9,744 | $ 6,408 | $ 213 |
LEASES - Schedule of Lease Cost
LEASES - Schedule of Lease Cost (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Lease Cost Type | |||
Operating lease cost | $ 22,285 | $ 8,349 | $ 5,566 |
Variable lease cost | 2,932 | 1,032 | 225 |
Short-term lease cost | 23,392 | 950 | 1,322 |
Net lease cost | $ 48,609 | $ 10,331 | $ 7,113 |
LEASES - Schedule of Maturities
LEASES - Schedule of Maturities of Operating Lease Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Lessee, Lease, Description | ||
2024 | $ 30,683 | |
2025 | 19,929 | |
2026 | 14,567 | |
2027 | 13,729 | |
2028 | 8,643 | |
Thereafter | 83,311 | |
Total lease payments | 170,862 | |
Less: interest | (76,122) | |
Present value of operating lease liabilities | 94,740 | |
Less: current portion of lease liabilities | (20,296) | $ (3,713) |
Total lease liabilities, net of current portion | 74,444 | $ 49,844 |
Facilities | ||
Lessee, Lease, Description | ||
2024 | 948 | |
2025 | 842 | |
2026 | 643 | |
2027 | 604 | |
2028 | 584 | |
Thereafter | 1,407 | |
Total lease payments | 5,028 | |
Less: interest | (1,481) | |
Present value of operating lease liabilities | 3,547 | |
Less: current portion of lease liabilities | (582) | |
Total lease liabilities, net of current portion | 2,965 | |
Equipment | ||
Lessee, Lease, Description | ||
2024 | 20,168 | |
2025 | 10,078 | |
2026 | 5,058 | |
2027 | 4,371 | |
2028 | 324 | |
Thereafter | 0 | |
Total lease payments | 39,999 | |
Less: interest | (5,761) | |
Present value of operating lease liabilities | 34,238 | |
Less: current portion of lease liabilities | (16,950) | |
Total lease liabilities, net of current portion | 17,288 | |
Plant | ||
Lessee, Lease, Description | ||
2024 | 8,953 | |
2025 | 8,538 | |
2026 | 8,538 | |
2027 | 8,589 | |
2028 | 7,735 | |
Thereafter | 81,904 | |
Total lease payments | 124,257 | |
Less: interest | (68,656) | |
Present value of operating lease liabilities | 55,601 | |
Less: current portion of lease liabilities | (2,265) | |
Total lease liabilities, net of current portion | 53,336 | |
Railcar | ||
Lessee, Lease, Description | ||
2024 | 614 | |
2025 | 471 | |
2026 | 328 | |
2027 | 165 | |
2028 | 0 | |
Thereafter | 0 | |
Total lease payments | 1,578 | |
Less: interest | (224) | |
Present value of operating lease liabilities | 1,354 | |
Less: current portion of lease liabilities | (499) | |
Total lease liabilities, net of current portion | $ 855 |
LEASES - Schedule of Operating
LEASES - Schedule of Operating Lease Weighted Average Remaining Lease Terms and Discount Rates (Details) | Dec. 31, 2023 |
Building | |
Lessee, Lease, Description | |
Weighted average remaining lease terms (years) | 6 years 7 months 6 days |
Weighted average discount rate | 11.02% |
Equipment | |
Lessee, Lease, Description | |
Weighted average remaining lease terms (years) | 3 years 1 month 28 days |
Weighted average discount rate | 12.09% |
Lease plant | |
Lessee, Lease, Description | |
Weighted average remaining lease terms (years) | 15 years 9 months 29 days |
Weighted average discount rate | 12.28% |
Railcar | |
Lessee, Lease, Description | |
Weighted average remaining lease terms (years) | 1 year 6 months 25 days |
Weighted average discount rate | 10.18% |
EQUITY (Details)
EQUITY (Details) | 3 Months Ended | 12 Months Ended | |||||||
Jun. 12, 2023 USD ($) shares | Jul. 22, 2022 $ / shares shares | Jul. 11, 2022 $ / shares shares | Mar. 24, 2022 $ / shares shares | Dec. 31, 2023 $ / shares shares | Dec. 31, 2023 USD ($) segment $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 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 issued (in shares) | 93,514,346 | 93,514,346 | 75,668,826 | ||||||
Common stock, shares outstanding (in shares) | 93,514,346 | 93,514,346 | 75,668,826 | ||||||
Number of votes per share of common stock | segment | 1 | ||||||||
Exercise of options to common (in shares) | 561,000 | 653,000 | 2,042,000 | ||||||
Exercise of warrants to common (in shares) | 3,100,000 | ||||||||
Convertible Senior Notes Due 2027, 6.25% | 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 | $ | $ 79,900,000 | $ 101,100,000 | |||||||
Conversion of Convertible Senior note, including inducement common stock | $ | 101,100,000 | $ 59,800,000 | |||||||
Principal balance at beginning of period | $ | $ 79,900,000 | $ 60,000,000 | $ 155,000,000 | ||||||
Debt instrument, stated rate (as a percent) | 6.25% | 6.25% | 6.25% | ||||||
Value of stock given as an inducement | $ | $ 21,200,000 | ||||||||
Interest paid | $ | $ 1,000,000 | ||||||||
Convertible Notes Payable | Senior Notes | |||||||||
Conversion of Stock | |||||||||
Conversion of Convertible Senior note, including inducement common stock | $ | $ 101,100,000 | ||||||||
Series A Preferred | |||||||||
Conversion of Stock | |||||||||
Preferred stock, liquidation preference (in shares) | 1,100,000 | 1,100,000 | |||||||
Warrants to purchase (in shares) | 1,500,000 | 1,500,000 | |||||||
Shares issued (in dollars per share) | $ / shares | $ 2.25 | $ 2.25 | |||||||
Common Stock | |||||||||
Conversion of Stock | |||||||||
Exercise of options to common (in shares) | 600,000 | 1,800,000 | |||||||
New shares as a result of stock conversion (in shares) | 12,800,000 | ||||||||
Conversion of Convertible Senior Notes to common (net of tax) (in shares) | 10,200,000 | ||||||||
Common Stock | |||||||||
Conversion of Stock | |||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | |||||||
Exercise of options to common (in shares) | 526,000 | 622,000 | 1,800,000 | ||||||
Issurance of restricted stock (in shares) | 113,000 | 100,000 | |||||||
New shares as a result of stock conversion (in shares) | 400,000 | ||||||||
Preferred stock, liquidation preference (in shares) | 100 | 100,000 | 100,000 | ||||||
Warrants to purchase (in shares) | 100 | 200,000 | 200,000 | ||||||
Shares issued (in dollars per share) | $ / shares | $ 4.50 | $ 4.50 | $ 4.50 | ||||||
Conversion of Convertible Senior Notes to common (net of tax) (in shares) | 17,206,000 | 10,165,000 | |||||||
Purchase upon exercise of options (in shares) | 100 |
STOCK BASED COMPENSATION AND _3
STOCK BASED COMPENSATION AND WARRANTS - Narrative (Details) | 12 Months Ended | ||||||||||||
Nov. 16, 2023 USD ($) $ / shares shares | Jun. 19, 2023 USD ($) employee $ / shares shares | May 14, 2023 USD ($) anniversary employee $ / shares shares | Apr. 17, 2023 USD ($) anniversary employee $ / shares shares | May 12, 2022 USD ($) anniversary employee $ / shares shares | May 14, 2021 USD ($) employee anniversary $ / shares shares | Jun. 19, 2020 | Oct. 29, 2019 | Oct. 09, 2019 | May 20, 2019 | Dec. 31, 2023 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | |
Share-based Compensation Arrangement by Share-based Payment Award | |||||||||||||
Share based compensation expense | $ 2,300,000 | $ 1,600,000 | $ 900,000 | ||||||||||
Options granted (in shares) | shares | 433,000 | 305,000 | 1,321,000 | ||||||||||
Options granted - weighted average exercise price (in dollars per share) | $ / shares | $ 6.46 | $ 10.03 | $ 1.93 | ||||||||||
Options granted - grant date fair value | $ 2,373,000 | $ 2,982,000 | $ 2,067,000 | ||||||||||
Total unrecognized compensation cost | $ 4,100,000 | ||||||||||||
Cost not recognized, weighted average period | 2 years 8 months 4 days | ||||||||||||
2019 Equity Incentive Plan | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award | |||||||||||||
Options granted - grant date fair value | $ 2,066,590 | ||||||||||||
Amortization rate | $ 18,223 | ||||||||||||
Restricted Stock Units (RSUs) | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award | |||||||||||||
Options granted (in shares) | shares | 113,000 | ||||||||||||
Options granted - weighted average exercise price (in dollars per share) | $ / shares | $ 5.75 | ||||||||||||
Options granted - grant date fair value | $ 650,000 | ||||||||||||
Stock option | 2019 Equity Incentive Plan | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award | |||||||||||||
Options granted - grant date fair value | $ 1,400,000 | $ 1,000,000 | $ 2,586,800 | ||||||||||
Number of anniversaries | anniversary | 4 | 4 | 4 | 4 | |||||||||
Amortization rate | $ 28,900 | $ 20,500 | $ 53,900 | ||||||||||
Annual vesting percentage | 25% | 25% | 25% | ||||||||||
Stock option | 2013 Stock Incentive Plan | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award | |||||||||||||
Annual vesting percentage | 25% | 25% | |||||||||||
Board Member | Restricted Stock Units (RSUs) | 2019 Equity Incentive Plan | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award | |||||||||||||
Number of board member granted | employee | 5 | ||||||||||||
Granted (in shares) | shares | 113,000 | ||||||||||||
Effective price (in dollars per share) | $ / shares | $ 5.75 | ||||||||||||
Restricted stock issued | $ 650,000 | ||||||||||||
Board Member | Stock option | 2019 Equity Incentive Plan | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award | |||||||||||||
Options granted (in shares) | shares | 300,000 | ||||||||||||
Options granted - weighted average exercise price (in dollars per share) | $ / shares | $ 1.92 | ||||||||||||
Number of employees granted options | employee | 5 | ||||||||||||
Term of stock option (in year) | 10 years | ||||||||||||
Director | Stock option | 2019 Equity Incentive Plan | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award | |||||||||||||
Options granted (in shares) | shares | 45,000 | 45,000 | |||||||||||
Options granted - weighted average exercise price (in dollars per share) | $ / shares | $ 1.45 | $ 1.45 | |||||||||||
Resigning Director | Stock option | 2019 Equity Incentive Plan | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award | |||||||||||||
Options granted (in shares) | shares | 15,000 | 15,000 | |||||||||||
Options granted - weighted average exercise price (in dollars per share) | $ / shares | $ 1.92 | $ 1.92 | |||||||||||
Options granted - grant date fair value | $ 94,000 | $ 349,800 | |||||||||||
Employee | Stock option | 2019 Equity Incentive Plan | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award | |||||||||||||
Options granted (in shares) | shares | 234,600 | 150,000 | 212,021 | 924,720 | |||||||||
Options granted - weighted average exercise price (in dollars per share) | $ / shares | $ 6.46 | $ 6.46 | $ 11.90 | $ 1.92 | |||||||||
Number of employees granted options | employee | 15 | 1 | 27 | 21 | |||||||||
Term of stock option (in year) | 10 years | 10 years | 10 years | 10 years | |||||||||
Chief Executive Officer | Stock option | 2019 Equity Incentive Plan | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award | |||||||||||||
Options granted (in shares) | shares | 48,600 | 28,813 | 96,520 | ||||||||||
Options granted - weighted average exercise price (in dollars per share) | $ / shares | $ 6.46 | $ 13.09 | $ 2.12 | ||||||||||
Number of employees granted options | employee | 1 | 1 | 1 | ||||||||||
Term of stock option (in year) | 10 years | 5 years | 5 years |
STOCK BASED COMPENSATION AND _4
STOCK BASED COMPENSATION AND WARRANTS - Schedule of Restricted Stock Activity (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Shares (in thousands) | ||||
Outstanding, beginning (in shares) | 3,632 | 4,194 | 5,104 | |
Options granted (in shares) | 433 | 305 | 1,321 | |
Outstanding, ending (in shares) | 3,213 | 3,632 | 4,194 | 5,104 |
Effective Stock Price | ||||
Outstanding, beginning - weighted average exercise price (in dollars per share) | $ 2.46 | $ 1.73 | $ 1.80 | |
Options granted - weighted average exercise price (in dollars per share) | 6.46 | 10.03 | 1.93 | |
Outstanding, ending - weighted average exercise price (in dollars per share) | $ 3.14 | $ 2.46 | $ 1.73 | $ 1.80 |
Weighted Average Remaining Contractual Life (in Years) | ||||
Options granted - weighted average remaining contractual life (in years) | 9 years 4 months 6 days | 7 years 3 months | 9 years | |
Outstanding - weighted average remaining contractual life (in years) | 3 years 9 months | 4 years 3 months 7 days | 6 years 8 months 12 days | 7 years 8 months 12 days |
Grant Date Fair Value (in thousands) | ||||
Outstanding, beginning - grant date fair value | $ 6,614 | $ 4,682 | $ 4,902 | |
Options granted - grant date fair value | 2,373 | 2,982 | 2,067 | |
Outstanding, ending - grant date fair value | 7,761 | 6,614 | 4,682 | $ 4,902 |
Aggregate Intrinsic Value | $ 7,681 | $ 19,069 | $ 15,951 | $ 1,433 |
Restricted Stock Units (RSUs) | ||||
Shares (in thousands) | ||||
Outstanding, beginning (in shares) | 0 | |||
Options granted (in shares) | 113 | |||
Outstanding, ending (in shares) | 113 | 0 | ||
Unvested (in shares) | 57 | |||
Effective Stock Price | ||||
Outstanding, beginning - weighted average exercise price (in dollars per share) | $ 0 | |||
Options granted - weighted average exercise price (in dollars per share) | 5.75 | |||
Outstanding, ending - weighted average exercise price (in dollars per share) | 5.75 | $ 0 | ||
Unvested, Effective Stock Price (in dollars per share) | $ 5.75 | |||
Weighted Average Remaining Contractual Life (in Years) | ||||
Options granted - weighted average remaining contractual life (in years) | 3 days | |||
Outstanding - weighted average remaining contractual life (in years) | 3 days | |||
Grant Date Fair Value (in thousands) | ||||
Outstanding, beginning - grant date fair value | $ 0 | |||
Options granted - grant date fair value | 650 | |||
Outstanding, ending - grant date fair value | 650 | $ 0 | ||
Unvested- grant date fair value | 325 | |||
Aggregate Intrinsic Value | 0 | $ 0 | ||
Unvested- aggregate intrinsic value | $ 0 |
STOCK BASED COMPENSATION AND _5
STOCK BASED COMPENSATION AND WARRANTS - Schedule of Stock Option Activity (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Shares (in thousands) | ||||
Outstanding, beginning (in shares) | 3,632 | 4,194 | 5,104 | |
Options granted (in shares) | 433 | 305 | 1,321 | |
Options exercised (in shares) | (561) | (653) | (2,042) | |
Options cancelled/forfeited/expired (in shares) | (291) | (214) | (189) | |
Outstanding, ending (in shares) | 3,213 | 3,632 | 4,194 | 5,104 |
Exercisable (in shares) | 1,897 | 1,922 | 1,716 | |
Weighted Average Exercise Price | ||||
Outstanding, beginning - weighted average exercise price (in dollars per share) | $ 2.46 | $ 1.73 | $ 1.80 | |
Options granted - weighted average exercise price (in dollars per share) | 6.46 | 10.03 | 1.93 | |
Options exercised - weighted average exercise price (in dollars per share) | 1.68 | 1.65 | 1.50 | |
Options cancelled/forfeited/expired - weighted average exercise price (in dollars per share) | 2.36 | 1.48 | 1.40 | |
Outstanding, ending - weighted average exercise price (in dollars per share) | 3.14 | 2.46 | 1.73 | $ 1.80 |
Exercisable - weighted average exercise price (in dollars per share) | $ 2.13 | $ 1.87 | $ 1.98 | |
Weighted Average Remaining Contractual Life (in Years) | ||||
Outstanding - weighted average remaining contractual life | 5 years 7 months 13 days | 5 years 7 months 13 days | 6 years 4 months 13 days | 5 years 6 months 18 days |
Options granted - weighted average remaining contractual life (in years) | 9 years 4 months 6 days | 7 years 3 months | 9 years | |
Options exercised - weighted average remaining contractual life | 3 years 5 months 12 days | 6 years 2 months 12 days | ||
Exercisable - weighted average remaining contractual life | 4 years 1 month 9 days | 3 years 11 months 8 days | 4 years 10 months 2 days | |
Grant Date Fair Value (in thousands) | ||||
Outstanding, beginning - grant date fair value | $ 6,614 | $ 4,682 | $ 4,902 | |
Options granted - grant date fair value | 2,373 | 2,982 | 2,067 | |
Options exercised - grant date fair value | (563) | (756) | (2,140) | |
Options cancelled/forfeited/expired - grant date fair value | (663) | (294) | (147) | |
Outstanding, ending - grant date fair value | 7,761 | 6,614 | 4,682 | $ 4,902 |
Exercisable - grant date fair value | 2,621 | 2,138 | 1,707 | |
Aggregate Intrinsic Value (in thousands) | ||||
Outstanding, beginning - aggregate intrinsic value | 19,069 | 15,951 | 1,433 | |
Outstanding, ending - aggregate intrinsic value | 7,681 | 19,069 | 15,951 | $ 1,433 |
Exercisable - aggregate intrinsic value | $ 7,681 | $ 19,069 | $ 15,951 |
STOCK BASED COMPENSATION AND _6
STOCK BASED COMPENSATION AND WARRANTS - Schedule of Stock Warrant Activity (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Warrants (in thousands) | ||||
Outstanding, beginning (in shares) | 2,835 | 1,500 | 1,500 | |
Warrants granted (in shares) | 3,835 | 3,000 | 0 | |
Warrants exercised (in shares) | 0 | (1,665) | 0 | |
Warrants cancelled/forfeited/expired (in shares) | (2,835) | 0 | 0 | |
Outstanding, ending (in shares) | 3,835 | 2,835 | 1,500 | 1,500 |
Exercisable (in shares) | 3,835 | 2,835 | 0 | |
Shares (in thousands) | ||||
Outstanding, beginning - weighted average exercise price (in dollars per share) | $ 5.35 | $ 2.25 | $ 2.25 | |
Warrants granted - weighted average exercise price (in dollars per share) | 3 | 5.30 | 0 | |
Warrants exercised - weighted average exercise price (in dollars per share) | 0 | 2.47 | 0 | |
Warrants cancelled/forfeited/expired - weighted average exercise price (in dollars per share) | 5.35 | 0 | 0 | |
Outstanding, ending - weighted average exercise price (in dollars per share) | 3 | 5.35 | 2.25 | $ 2.25 |
Exercisable - weighted average exercise price (in dollars per share) | $ 3 | $ 5.35 | $ 0 | |
Weighted Average Remaining Contractual Life (in Years) | ||||
Outstanding - weighted average remaining contractual life (in years) | 3 years 9 months | 4 years 3 months 7 days | 6 years 8 months 12 days | 7 years 8 months 12 days |
Granted - weighted average remaining contractual life | 3 years 9 months | 4 years 9 months 7 days | ||
Exercisable - weighted average remaining contractual life | 3 years 9 months | 4 years 3 months 7 days | 6 years 8 months 12 days | |
Grant Date Fair Value (in thousands) | ||||
Outstanding, beginning - grant date fair value | $ 24,301 | $ 1,496 | $ 1,496 | |
Warrants granted - grant date fair value | 10,368 | 25,670 | 0 | |
Warrants exercised - grant date fair value | 0 | (2,865) | 0 | |
Warrants cancelled/forfeited/expired - grant date fair value | (24,301) | 0 | 0 | |
Outstanding, ending - grant date fair value | 10,368 | 24,301 | 1,496 | $ 1,496 |
Exercisable - grant date fair value | $ 10,368 | $ 24,301 | $ 0 |
EARNINGS PER SHARE - Narrative
EARNINGS PER SHARE - Narrative (Details) | 12 Months Ended | |||
Nov. 01, 2021 | Dec. 31, 2023 shares | Dec. 31, 2022 shares | Dec. 31, 2021 shares | |
Antidilutive Securities Excluded from Computation of Earnings Per Share | ||||
Debt instrument, conversion ratio (as a percent) | 233.6449 | |||
Convertible Senior Note | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share | ||||
Maximum issuable upon conversion (in shares) | 2,587,935 | 22,237,854 | 36,214,960 | |
Stock option | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share | ||||
Potentially anti-dilutive shares (shares) | 1,549,681 | 3,633,303 | 4,195,168 | |
Stock option | Series A Preferred | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share | ||||
Potentially anti-dilutive shares (shares) | 0 | 0 | 385,601 | |
Initial Warrants | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share | ||||
Potentially anti-dilutive shares (shares) | 3,834,900 | 2,834,900 | 0 |
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 | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Numerator: | |||
Net loss attributable to stockholders from continuing operations | $ (125,683) | $ (17,035) | $ (27,287) |
Net income attributable to stockholders from discontinued operations, net of tax | 54,197 | 11,785 | 6,682 |
Net loss attributable to common stockholders | $ (71,486) | $ (5,250) | $ (20,605) |
Denominator [Abstract] | |||
Weighted-average common shares outstanding (in shares) | 85,596 | 70,686 | 56,303 |
Continuing operations (in dollars per share) | $ (1.47) | $ (0.24) | $ (0.48) |
Discontinued operations, net of tax (in dollars per share) | 0.63 | 0.17 | 0.12 |
Basic loss per common share (in dollars per share) | $ (0.84) | $ (0.07) | $ (0.36) |
Numerator | |||
Net loss available to common shareholders | $ (71,486) | $ (5,250) | $ (20,605) |
Denominator, Diluted [Abstract] | |||
Stock options and warrants (in shares) | 0 | 0 | 0 |
Diluted weighted-average shares outstanding (in shares) | 85,596 | 70,686 | 56,303 |
Continuing operations (in dollars per share) | $ (1.47) | $ (0.24) | $ (0.48) |
Discontinued operations, net of tax (in dollars per share) | 0.63 | 0.17 | 0.12 |
Diluted income (loss) per common share (in dollars per share) | $ (0.84) | $ (0.07) | $ (0.36) |
FAIR VALUE MEASUREMENTS - Sched
FAIR VALUE MEASUREMENTS - Schedule of outstanding debt facilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Jan. 20, 2022 |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Total assets at fair value | $ 11 | $ 0 | |
Total liabilities at fair value. | (56,591) | (65,867) | $ (79,000) |
Total | (56,580) | (65,867) | |
Level 1 | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Total assets at fair value | 0 | 0 | |
Total liabilities at fair value. | 0 | 0 | |
Total | 0 | 0 | |
Level 2 | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Total assets at fair value | 11 | 0 | |
Total liabilities at fair value. | (46,684) | (51,597) | |
Total | (46,673) | (51,597) | |
Level 3 | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Total assets at fair value | 0 | 0 | |
Total liabilities at fair value. | (9,907) | (14,270) | |
Total | (9,907) | (14,270) | |
Commodity | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Total assets at fair value | 11 | 0 | |
Total liabilities at fair value. | (242) | ||
Total | (242) | 11 | |
Commodity | Level 1 | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Total assets at fair value | 0 | 0 | |
Total liabilities at fair value. | 0 | ||
Commodity | Level 2 | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Total assets at fair value | 11 | 0 | |
Total liabilities at fair value. | (242) | ||
Commodity | Level 3 | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Total assets at fair value | 0 | 0 | |
Total liabilities at fair value. | 0 | ||
RINS and Environmental Credits | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Total liabilities at fair value. | (46,684) | (51,355) | |
RINS and Environmental Credits | Level 1 | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Total liabilities at fair value. | 0 | 0 | |
RINS and Environmental Credits | Level 2 | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Total liabilities at fair value. | (46,684) | (51,355) | |
RINS and Environmental Credits | Level 3 | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Total liabilities at fair value. | 0 | 0 | |
Derivative warrants | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Total liabilities at fair value. | (9,907) | (14,270) | |
Derivative warrants | Level 1 | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Total liabilities at fair value. | 0 | 0 | |
Derivative warrants | Level 2 | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Total liabilities at fair value. | 0 | 0 | |
Derivative warrants | Level 3 | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Total liabilities at fair value. | $ (9,907) | $ (14,270) |
FAIR VALUE MEASUREMENTS - Narra
FAIR VALUE MEASUREMENTS - Narrative (Details) - shares | Dec. 31, 2023 | Dec. 28, 2023 | May 26, 2022 | Apr. 01, 2022 |
Initial Warrants | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Warrant outstanding (in shares) | 3,800,000 | 1,000,000 | 250,000 | 2,750,000 |
FAIR VALUE MEASUREMENTS - Dynam
FAIR VALUE MEASUREMENTS - Dynamic Black-Scholes Merton unobservable inputs (Details) - Stock option | 12 Months Ended |
Dec. 31, 2023 | |
Initial Warrants | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Expected dividend rate (in percent) | 0% |
Expected volatility rate, minimum (in percent) | 115% |
Risk free interest rate, minimum (in percent) | 4.01% |
Expected term (in years) | 3 years 3 months 18 days |
Additional Warrants | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Expected dividend rate (in percent) | 0% |
Expected volatility rate, maximum (in percent) | 113% |
Risk free interest rate, maximum (in percent) | 3.93% |
Expected term (in years) | 4 years |
New Warrants | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Expected dividend rate (in percent) | 0% |
Expected volatility rate, maximum (in percent) | 113% |
Risk free interest rate, maximum (in percent) | 3.84% |
Expected term (in years) | 5 years |
FAIR VALUE MEASUREMENTS - Sch_2
FAIR VALUE MEASUREMENTS - Schedule of liabilities with unobservable inputs (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 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 |
New warrants granted | 2,905 | 25,669 |
Repricing warrants granted | 724 | 0 |
Equity component of the convertible senior note | 0 | (78,789) |
Change in valuation of warrants included in net income | (7,992) | (7,821) |
Balance at end of period | $ 9,907 | $ 14,270 |
COMMODITY DERIVATIVE INSTRUME_3
COMMODITY DERIVATIVE INSTRUMENTS - Schedule of Derivative Instruments (Details) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 USD ($) $ / bbl bbl | Dec. 31, 2022 USD ($) $ / bbl bbl | |
Derivative | ||
Prepaid expenses and other current assets or Accrued expenses and other current liabilities | $ (56,580) | $ (65,867) |
Dec. 2023-Feb. 2024 | ||
Derivative | ||
Weighted average trade price (in usd per barrel) | $ / bbl | 108.18 | |
Remaining Volume (Barrels) | bbl | 1,000 | |
Prepaid expenses and other current assets or Accrued expenses and other current liabilities | $ 20 | |
Dec. 2023-Feb. 2024 | ||
Derivative | ||
Weighted average trade price (in usd per barrel) | $ / bbl | 110.33 | |
Remaining Volume (Barrels) | bbl | 4,000 | |
Prepaid expenses and other current assets or Accrued expenses and other current liabilities | $ (156) | |
Dec. 2023-May. 2024 | ||
Derivative | ||
Weighted average trade price (in usd per barrel) | $ / bbl | 77.94 | |
Remaining Volume (Barrels) | bbl | 7,000 | |
Prepaid expenses and other current assets or Accrued expenses and other current liabilities | $ (63) | |
Dec. 2023-May. 2024 | ||
Derivative | ||
Weighted average trade price (in usd per barrel) | $ / bbl | 49.94 | |
Remaining Volume (Barrels) | bbl | 60,000 | |
Prepaid expenses and other current assets or Accrued expenses and other current liabilities | $ 632 | |
Dec. 2023-Jan. 2024 | ||
Derivative | ||
Weighted average trade price (in usd per barrel) | $ / bbl | 88.39 | |
Remaining Volume (Barrels) | bbl | 164,000 | |
Prepaid expenses and other current assets or Accrued expenses and other current liabilities | $ (372) | |
Nov. 2022 - Feb. 2023 | ||
Derivative | ||
Weighted average trade price (in usd per barrel) | $ / bbl | 25.55 | 5.51 |
Remaining Volume (Barrels) | bbl | 100,000 | 3,000 |
Prepaid expenses and other current assets or Accrued expenses and other current liabilities | $ (50) | $ (27) |
Nov. 2022 - Feb. 2023 | ||
Derivative | ||
Weighted average trade price (in usd per barrel) | $ / bbl | 4.19 | |
Remaining Volume (Barrels) | bbl | 5,000 | |
Prepaid expenses and other current assets or Accrued expenses and other current liabilities | $ (42) | |
Sept. 2022 - Dec. 2022 | ||
Derivative | ||
Weighted average trade price (in usd per barrel) | $ / bbl | 32.14 | |
Remaining Volume (Barrels) | bbl | 25,000 | |
Prepaid expenses and other current assets or Accrued expenses and other current liabilities | $ 76 | |
Sept. 2022 - Dec. 2022 | ||
Derivative | ||
Weighted average trade price (in usd per barrel) | $ / bbl | 23.57 | |
Remaining Volume (Barrels) | bbl | 35,000 | |
Prepaid expenses and other current assets or Accrued expenses and other current liabilities | $ (92) | |
Nov. 2022 - Feb. 2023 | ||
Derivative | ||
Weighted average trade price (in usd per barrel) | $ / bbl | 33.71 | |
Remaining Volume (Barrels) | bbl | 10,000 | |
Prepaid expenses and other current assets or Accrued expenses and other current liabilities | $ (23) | |
Sept. 2022 - Dec. 2022 | ||
Derivative | ||
Weighted average trade price (in usd per barrel) | $ / bbl | 23.75 | |
Remaining Volume (Barrels) | bbl | 10,000 | |
Prepaid expenses and other current assets or Accrued expenses and other current liabilities | $ 30 | |
Dec. 2022 - Mar. 2023 | ||
Derivative | ||
Weighted average trade price (in usd per barrel) | $ / bbl | 36.08 | |
Remaining Volume (Barrels) | bbl | 35,000 | |
Prepaid expenses and other current assets or Accrued expenses and other current liabilities | $ (74) | |
Dec. 2022 - Apr. 2023 | ||
Derivative | ||
Weighted average trade price (in usd per barrel) | $ / bbl | 35.97 | |
Remaining Volume (Barrels) | bbl | 1,000,000 | |
Prepaid expenses and other current assets or Accrued expenses and other current liabilities | $ (1,100) | |
Dec. 2022 - May. 2023 | ||
Derivative | ||
Weighted average trade price (in usd per barrel) | $ / bbl | 35.81 | |
Remaining Volume (Barrels) | bbl | 1,000,000 | |
Prepaid expenses and other current assets or Accrued expenses and other current liabilities | $ (1,070) | |
Dec. 2022 - Jun. 2023 | ||
Derivative | ||
Weighted average trade price (in usd per barrel) | $ / bbl | 35.60 | |
Remaining Volume (Barrels) | bbl | 1,000,000 | |
Prepaid expenses and other current assets or Accrued expenses and other current liabilities | $ 2,080 |
COMMODITY DERIVATIVE INSTRUME_4
COMMODITY DERIVATIVE INSTRUMENTS - Fair Value of Derivative Instruments within Balance Sheet (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Derivative | |||
Prepaid expenses and other current assets or Accrued expenses and other current liabilities | $ (56,580) | $ (65,867) | |
Loss (gain) on commodity derivative contracts | (2,858) | 87,978 | $ 2,258 |
Crude oil futures | |||
Derivative | |||
Prepaid expenses and other current assets or Accrued expenses and other current liabilities | 2,186 | 652 | |
Crude oil swaps | |||
Derivative | |||
Prepaid expenses and other current assets or Accrued expenses and other current liabilities | (69) | (422) | |
Crude oil futures | |||
Derivative | |||
Prepaid expenses and other current assets or Accrued expenses and other current liabilities | (2,359) | (219) | |
Commodity | |||
Derivative | |||
Prepaid expenses and other current assets or Accrued expenses and other current liabilities | $ (242) | $ 11 |
INCOME TAXES -Schedule of Compo
INCOME TAXES -Schedule of Components of Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Current: | |||
Federal tax expense | $ 0 | $ 0 | $ 0 |
State tax expense | (24) | (9) | 0 |
Deferred: | |||
Federal tax benefit | 10,214 | 5,313 | 0 |
State tax benefit | 3,195 | 1,867 | 0 |
Total tax benefit | $ 13,385 | $ 7,171 | $ 0 |
INCOME TAXES -Narrative (Detail
INCOME TAXES -Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Operating Loss Carryforwards | ||
Statutory rate | 21% | |
Valuation allowance | $ (18,100) | $ (505) |
Federal | ||
Operating Loss Carryforwards | ||
NOL carry-forward | 146,000 | |
Federal | Tax Year 2009 | ||
Operating Loss Carryforwards | ||
NOL carry-forward | 73,200 | |
Federal | Tax Year 2016 | ||
Operating Loss Carryforwards | ||
NOL carry-forward | $ 31,700 |
INCOME TAXES -Schedule of Effec
INCOME TAXES -Schedule of Effective Income Tax Rate Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |||
Statutory tax on book income | $ (28,959) | $ (5,007) | $ (5,216) |
Permanent differences | 1,714 | (293) | (574) |
Change in derivative liability | 0 | 0 | 2,382 |
Convertible Debt | 4,736 | 0 | 0 |
Change in valuation allowance | 12,743 | 325 | 7,930 |
PPP Loan Forgiveness | 0 | 0 | (887) |
Non-Controlling Interest | 102 | (1,432) | (2,247) |
State Income Tax Expense | (3,176) | (977) | (1,388) |
Other | (545) | 213 | 0 |
Income tax benefit | $ (13,385) | $ (7,171) | $ 0 |
INCOME TAXES -Schedule of Defer
INCOME TAXES -Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred tax assets: | ||
State net operating loss carry forwards | $ 7,499 | $ 1,624 |
Accrued bonus and stock-based compensation | 579 | 499 |
Basis of intangible assets | 2,227 | 2,010 |
Bad debt/environmental reserve | 698 | 771 |
Contribution carryover | 77 | 75 |
Transaction costs | 1,041 | 1,807 |
Deferred interest expense under section 163(j) | 28,613 | 13,215 |
Right to use asset | 41,861 | 25,766 |
Partnership income | 0 | 450 |
Net operating loss carry forwards | 33,240 | 17,160 |
Deferred tax assets related to discontinued operations | 0 | 2,181 |
Less valuation allowance | (18,100) | (505) |
Total deferred tax assets | 97,735 | 65,053 |
Deferred tax liabilities: | ||
Basis of fixed assets | (55,693) | (21,393) |
Discount on convertible note | (2,591) | (11,820) |
Right of use liability | (41,233) | (25,129) |
Derivative liability | 0 | (2,970) |
Partnership income | (994) | (434) |
Deferred tax liabilities related to discontinued operations | 0 | (809) |
Total deferred tax liabilities | (100,511) | (62,555) |
Net deferred tax assets (liabilities) | $ (2,776) | |
Net deferred tax assets (liabilities) | $ 2,498 |
NON-CONTROLLING INTERESTS - Nar
NON-CONTROLLING INTERESTS - Narrative (Details) - USD ($) | 12 Months Ended | ||||||
May 26, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Apr. 01, 2022 | Jul. 01, 2021 | May 25, 2016 | |
Redeemable Noncontrolling Interest [Line Items] | |||||||
Less: amount attributable to redeemable non-controlling interest | $ (6,792,000) | $ (9,844,000) | |||||
Conversion price (in dollars per share) | $ 1,000 | ||||||
Diego | |||||||
Redeemable Noncontrolling Interest [Line Items] | |||||||
Principal balance at beginning of period | $ 7,000,000 | ||||||
Vertex Splitter | Tensile-Vertex | |||||||
Redeemable Noncontrolling Interest [Line Items] | |||||||
Exceeded the redemption value | $ 43,500,000 | ||||||
Vertex Splitter | Heartland SPV | |||||||
Redeemable Noncontrolling Interest [Line Items] | |||||||
Percentage acquired | 100% | ||||||
Vertex Refining Myrtle Grove LLC | |||||||
Redeemable Noncontrolling Interest [Line Items] | |||||||
Less: amount attributable to redeemable non-controlling interest | $ 38,000 | 38,000 | |||||
Accretion adjustment | $ 400,000 | ||||||
Redeemable non-controlling interest | 0 | 6,812,000 | $ 7,200,000 | ||||
Accretion of non-controlling interest to redemption value | $ 428,000 | $ 1,992,000 | |||||
Industrial Pipe, Inc. | Vertex Recovery Management LA, LLC | |||||||
Redeemable Noncontrolling Interest [Line Items] | |||||||
Ownership interest in VRMLA by Industrial Pipe, Inc. (in percent) | 49% | ||||||
MG SPV | |||||||
Redeemable Noncontrolling Interest [Line Items] | |||||||
Ownership percentage (in percent) | 100% | ||||||
MG SPV | Vertex Splitter | |||||||
Redeemable Noncontrolling Interest [Line Items] | |||||||
Ownership percentage (in percent) | 15% | ||||||
Equity method investment, cost | $ 7,200,000 | ||||||
Heartland SPV | |||||||
Redeemable Noncontrolling Interest [Line Items] | |||||||
Ownership percentage (in percent) | 100% | ||||||
Less: amount attributable to redeemable non-controlling interest | $ (6,800,000) | ||||||
Exceeded the redemption value | $ 43,500,000 | ||||||
Heartland SPV | Vertex Splitter | |||||||
Redeemable Noncontrolling Interest [Line Items] | |||||||
Ownership percentage (in percent) | 65% | ||||||
Vertex Recovery Management, LLC | Vertex Recovery Management, LLC | |||||||
Redeemable Noncontrolling Interest [Line Items] | |||||||
Ownership percentage (in percent) | 51% | ||||||
Leverage Lubricants LLC | |||||||
Redeemable Noncontrolling Interest [Line Items] | |||||||
Income from VRMLA included in consolidated income (in percent) | 100% | 100% | 100% |
NON-CONTROLLING INTERESTS (Deta
NON-CONTROLLING INTERESTS (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Redeemable Noncontrolling Interest | |||
Net loss attributable to redeemable non-controlling interest | $ 6,792 | $ 9,844 | |
Redemption of non-controlling interest | 41 | ||
Vertex Refining Myrtle Grove LLC | |||
Redeemable Noncontrolling Interest | |||
Beginning balance | $ 0 | 6,812 | |
Net loss attributable to redeemable non-controlling interest | (38) | (38) | |
Accretion of non-controlling interest to redemption value | 428 | 1,992 | |
Redemption of non-controlling interest | 7,202 | ||
Ending balance | 0 | 6,812 | |
Heartland SPV | |||
Redeemable Noncontrolling Interest | |||
Beginning balance | $ 0 | 36,635 | |
Net loss attributable to redeemable non-controlling interest | 6,829 | ||
Redemption of non-controlling interest | (43,464) | ||
Ending balance | $ 0 | $ 36,635 |
NON-CONTROLLING INTERESTS - Net
NON-CONTROLLING INTERESTS - Net Income (Loss) Attributable to Non-Controlling Interest (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Industrial Pipe, Inc. | |||
Redeemable Noncontrolling Interest [Line Items] | |||
Income (loss) attributed to Non-controlling entity | $ (487,000) | $ 24,000 | $ 941,000 |
Vertex Recovery Management, LLC | Vertex Recovery Management LA, LLC | |||
Redeemable Noncontrolling Interest [Line Items] | |||
Net income (loss) consolidated | $ (994,000) | $ 50,000 | $ 1,919,000 |
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 | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Tax effect of gain on sale of discontinued operations | $ (17,110) | $ (5) | $ 0 |
Net income from discontinued operations | 54,197 | 18,667 | 17,178 |
Held-for-sale | UMO business | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Revenues | 7,366 | 85,495 | 58,248 |
Cost of revenues (exclusive of depreciation shown separately below) | 4,589 | 51,815 | 32,467 |
Depreciation and amortization attributable to costs of revenues | 124 | 1,566 | 1,566 |
Gross profit | 2,653 | 32,114 | 24,215 |
Selling, general and administrative expenses (exclusive of acquisition related expenses) | 632 | 8,501 | 6,727 |
Depreciation and amortization expense attributable to operating expenses | 21 | 251 | 251 |
Total Operating expenses | 653 | 8,752 | 6,978 |
Income from operations | 2,000 | 23,362 | 17,237 |
Interest expense | 0 | (39) | (59) |
Total other expense | 0 | (39) | (59) |
Income before income tax | 2,000 | 23,323 | 17,178 |
Income tax expense | (1,572) | (4,678) | 0 |
Income from discontinued operations, net of tax | 428 | 18,645 | 17,178 |
Net gain on sale of discontinued operations, net of tax of $17,110 thousand, $5 thousand and $—, respectively | 53,769 | 22 | 0 |
Net income from discontinued operations | $ 54,197 | $ 18,667 | $ 17,178 |
DISCONTINUED OPERATIONS - Balan
DISCONTINUED OPERATIONS - Balance Sheet Disclosures by Disposal Groups (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
ASSETS | ||
Total current assets | $ 0 | $ 20,560 |
TOTAL ASSETS | 854,624 | 689,385 |
Current liabilities | ||
Total current liabilities | 0 | 3,424 |
Total liabilities | $ 654,237 | 523,965 |
Held-for-sale | UMO business | ||
ASSETS | ||
Accounts receivable, net | 7,490 | |
Inventory | 1,674 | |
Prepaid expenses | 183 | |
Total current assets | 9,347 | |
Property and equipment, at cost | 19,746 | |
Less accumulated depreciation | (9,140) | |
Property and equipment, net | 10,606 | |
Operating lease right-of use assets | 44 | |
Intangible assets, net | 563 | |
Total noncurrent assets | 11,213 | |
TOTAL ASSETS | 20,560 | |
Current liabilities | ||
Accounts payable | 2,750 | |
Accrued expenses | 629 | |
Operating lease liability-current | 45 | |
Total current liabilities | 3,424 | |
Total liabilities | $ 3,424 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Related Party | Legal Services | |||
Related Party Transaction [Line Items] | |||
Related party transactions | $ 746 | $ 607 | $ 742 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - Subsequent Event | Jan. 22, 2024 USD ($) |
Revolving Promissory Note, 7.830%, Due January 22, 2029 | Citizens National Bank, N.A | |
Subsequent Event | |
Principal balance at beginning of period | $ 5,000,000 |
Debt instrument, stated rate (as a percent) | 7.83% |
Vertex Recovery Management LA, LLC | |
Subsequent Event | |
Ownership percentage (in percent) | 51% |
SEGMENT REPORTING (Details)_2
SEGMENT REPORTING (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Segment Reporting Information | ||||
Revenues | $ 3,177,187,000 | $ 2,791,715,000 | $ 207,760,000 | |
Cost of revenues (exclusive of depreciation and amortization shown separately below) | 3,005,996,000 | 2,598,276,000 | 178,786,000 | |
Depreciation and amortization attributable to costs of revenues | 27,018,000 | 13,429,000 | 4,043,000 | |
Gross profit | 144,173,000 | 180,010,000 | 24,931,000 | |
Selling, general and administrative expenses | 168,640,000 | 127,782,000 | 30,606,000 | |
Loss on assets impairment | 0 | 0 | 2,124,000 | $ 0 |
Depreciation and amortization attributable to operating expenses | 4,146,000 | 3,673,000 | 1,681,000 | |
Income (loss) from operations | (28,613,000) | 48,555,000 | (9,480,000) | |
Other income (expense) | 633,000 | (306,000) | 4,158,000 | |
Gain (loss) on change in derivative liability | 7,992,000 | 7,821,000 | (15,685,000) | |
Interest expense | (119,567,000) | (79,911,000) | (3,832,000) | |
Total other income (expense) | (110,942,000) | (72,396,000) | (15,359,000) | |
Loss from continuing operations before income tax | (139,555,000) | (23,841,000) | (24,839,000) | |
Total capital expenditures | 140,313,000 | 75,512,000 | 2,331,000 | |
Total assets | 854,624,000 | 689,385,000 | ||
Corporate and Eliminations | ||||
Segment Reporting Information | ||||
Revenues | (13,039,000) | 0 | 0 | |
Cost of revenues (exclusive of depreciation and amortization shown separately below) | (13,352,000) | 0 | 0 | |
Depreciation and amortization attributable to costs of revenues | 0 | 0 | 0 | |
Gross profit | 313,000 | 0 | 0 | |
Selling, general and administrative expenses | 30,687,000 | 27,540,000 | 12,885,000 | |
Loss on assets impairment | 0 | |||
Depreciation and amortization attributable to operating expenses | 671,000 | 900,000 | 1,013,000 | |
Income (loss) from operations | (31,045,000) | (28,440,000) | (13,898,000) | |
Other income (expense) | 33,000 | (220,000) | ||
Gain (loss) on change in derivative liability | 7,992,000 | 7,821,000 | (15,685,000) | |
Interest expense | (101,287,000) | (69,447,000) | (3,832,000) | |
Total other income (expense) | (93,262,000) | (61,846,000) | (15,359,000) | |
Loss from continuing operations before income tax | (124,307,000) | (90,286,000) | (29,257,000) | |
Total capital expenditures | 0 | 0 | 0 | |
Total assets | 86,999,000 | 173,301,000 | ||
Refining and Marketing | Operating Segments | ||||
Segment Reporting Information | ||||
Revenues | 3,045,991,000 | 2,606,644,000 | 93,230,000 | |
Cost of revenues (exclusive of depreciation and amortization shown separately below) | 2,894,617,000 | 2,453,809,000 | 89,570,000 | |
Depreciation and amortization attributable to costs of revenues | 22,118,000 | 9,605,000 | 509,000 | |
Gross profit | 129,256,000 | 143,230,000 | 3,151,000 | |
Selling, general and administrative expenses | 118,165,000 | 83,001,000 | 3,277,000 | |
Loss on assets impairment | 0 | |||
Depreciation and amortization attributable to operating expenses | 3,311,000 | 2,593,000 | 434,000 | |
Income (loss) from operations | 7,780,000 | 57,636,000 | (560,000) | |
Other income (expense) | 0 | 18,000 | ||
Gain (loss) on change in derivative liability | 0 | 0 | 0 | |
Interest expense | (18,092,000) | (10,414,000) | 0 | |
Total other income (expense) | (18,092,000) | (10,396,000) | 0 | |
Loss from continuing operations before income tax | (10,312,000) | 47,240,000 | (560,000) | |
Total capital expenditures | 127,729,000 | 72,588,000 | 0 | |
Total assets | 661,101,000 | 410,975,000 | ||
Black Oil & Recovery | ||||
Segment Reporting Information | ||||
Loss on assets impairment | 2,100,000 | |||
Black Oil & Recovery | Operating Segments | ||||
Segment Reporting Information | ||||
Revenues | 144,235,000 | 185,071,000 | 114,530,000 | |
Cost of revenues (exclusive of depreciation and amortization shown separately below) | 124,731,000 | 144,467,000 | 89,216,000 | |
Depreciation and amortization attributable to costs of revenues | 4,900,000 | 3,824,000 | 3,534,000 | |
Gross profit | 14,604,000 | 36,780,000 | 21,780,000 | |
Selling, general and administrative expenses | 19,788,000 | 17,241,000 | 14,444,000 | |
Loss on assets impairment | 2,124,000 | |||
Depreciation and amortization attributable to operating expenses | 164,000 | 180,000 | 234,000 | |
Income (loss) from operations | (5,348,000) | 19,359,000 | 4,978,000 | |
Other income (expense) | 600,000 | (104,000) | ||
Gain (loss) on change in derivative liability | 0 | 0 | 0 | |
Interest expense | (188,000) | (50,000) | 0 | |
Total other income (expense) | 412,000 | (154,000) | 0 | |
Loss from continuing operations before income tax | (4,936,000) | 19,205,000 | 4,978,000 | |
Total capital expenditures | 12,584,000 | 2,924,000 | 2,331,000 | |
Total assets | 106,524,000 | 105,109,000 | ||
Refined products | ||||
Segment Reporting Information | ||||
Revenues | 3,116,020,000 | 2,533,335,000 | 163,444,000 | |
Refined products | Corporate and Eliminations | ||||
Segment Reporting Information | ||||
Revenues | (13,039,000) | 0 | 0 | |
Refined products | Refining and Marketing | Operating Segments | ||||
Segment Reporting Information | ||||
Revenues | 3,007,937,000 | 2,370,240,000 | 78,191,000 | |
Refined products | Black Oil & Recovery | Operating Segments | ||||
Segment Reporting Information | ||||
Revenues | 121,122,000 | 163,095,000 | 85,253,000 | |
Re-refined products | ||||
Segment Reporting Information | ||||
Revenues | 33,956,000 | 248,898,000 | 40,650,000 | |
Re-refined products | Corporate and Eliminations | ||||
Segment Reporting Information | ||||
Revenues | 0 | 0 | 0 | |
Re-refined products | Refining and Marketing | Operating Segments | ||||
Segment Reporting Information | ||||
Revenues | 17,997,000 | 229,793,000 | 15,039,000 | |
Re-refined products | Black Oil & Recovery | Operating Segments | ||||
Segment Reporting Information | ||||
Revenues | 15,959,000 | 19,105,000 | 25,611,000 | |
Services | ||||
Segment Reporting Information | ||||
Revenues | 27,211,000 | 9,482,000 | 3,666,000 | |
Services | Corporate and Eliminations | ||||
Segment Reporting Information | ||||
Revenues | 0 | 0 | 0 | |
Services | Refining and Marketing | Operating Segments | ||||
Segment Reporting Information | ||||
Revenues | 20,057,000 | 6,611,000 | 0 | |
Services | Black Oil & Recovery | Operating Segments | ||||
Segment Reporting Information | ||||
Revenues | $ 7,154,000 | $ 2,871,000 | $ 3,666,000 |