Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Mar. 30, 2015 | Jun. 30, 2014 | |
Document And Entity Information | |||
Entity Registrant Name | Vertex Energy Inc. | ||
Entity Central Index Key | 890447 | ||
Document Type | 10-K | ||
Document Period End Date | 31-Dec-14 | ||
Amendment Flag | FALSE | ||
Current Fiscal Year End Date | -19 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Accelerated Filer | ||
Entity Public Float | $152,252,285 | ||
Entity Common Stock, Shares Outstanding | 28,125,581 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2014 |
CONSOLIDATED_BALANCE_SHEETS
CONSOLIDATED BALANCE SHEETS (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Current assets | ||
Cash and cash equivalents | $6,017,076 | $2,678,628 |
Accounts receivable, net | 9,936,948 | 11,714,813 |
Accounts receivable, net - related party (Note 10) | 3,150,000 | 0 |
Inventory | 12,620,616 | 8,540,459 |
Prepaid expenses | 1,245,307 | 1,161,721 |
Costs in excess of billings on uncompleted contracts | 779,285 | 0 |
Total current assets | 33,749,232 | 24,095,621 |
Non-current assets | ||
Fixed assets | 59,919,721 | 16,444,346 |
Less accumulated depreciation | -3,758,373 | -1,353,170 |
Net fixed assets | 56,161,348 | 15,091,176 |
Notes receivable - related party (Note 11) | 8,308,000 | 0 |
Intangible assets, net | 18,512,960 | 15,098,545 |
Goodwill | 4,922,353 | 4,502,743 |
Deferred financing cost, net | 2,191,888 | 74,271 |
Deferred tax assets | 9,495,000 | 5,684,000 |
Other assets | 481,450 | 0 |
Total non-current assets | 100,072,999 | 40,450,735 |
TOTAL ASSETS | 133,822,231 | 64,546,356 |
Current liabilities | ||
Accounts payable and accrued expenses | 21,984,136 | 14,096,185 |
Capital leases | 492,755 | 0 |
Current portion of long-term debt | 40,136,584 | 1,956,847 |
Deferred revenue | 463,210 | 0 |
Total current liabilities | 63,076,685 | 16,053,032 |
Long-term liabilities | ||
Long-term debt | 1,867,574 | 6,558,851 |
Contingent consideration | 6,069,000 | 3,220,250 |
Deferred tax liabilities | 4,189,000 | 378,000 |
Total liabilities | 75,202,259 | 26,210,133 |
Commitments and contingencies | ||
EQUITY | ||
Preferred stock, $0.001 par value per share: 50,000,000 shares authorized, Series A Convertible Preferred stock, $0.001 par value, 5,000,000 authorized and 630,419 and 1,319,002 issued and outstanding at December 31, 2014 and December 31, 2013, respectively | 630 | 1,319 |
Common stock, $0.001 par value per share; 750,000,000 shares authorized; 28,108,105 and 21,205,609 issued and outstanding at December 31, 2014 and December 31, 2013, respectively | 28,109 | 21,206 |
Additional paid-in capital | 46,595,472 | 19,579,732 |
Retained earnings | 11,995,761 | 17,542,004 |
Total Vertex Energy, Inc. stockholders' equity | 58,619,972 | 37,144,261 |
Non-controlling interest | 0 | 1,191,962 |
Total equity | 58,619,972 | 38,336,223 |
TOTAL LIABILITIES AND EQUITY | $133,822,231 | $64,546,356 |
CONSOLIDATED_BALANCE_SHEETS_Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Preferred stock, par value | $0.00 | $0.00 |
Preferred stock, shares authorized | 50,000,000 | 50,000,000 |
Common stock, par value | $0.00 | $0.00 |
Common stock, shares authorized | 750,000,000 | 750,000,000 |
Common stock, shares issued | 28,108,105 | 21,205,609 |
Common stock, shares outstanding | 28,108,105 | 21,205,609 |
Series A Preferred Stock | ||
Preferred stock, par value | $0.00 | $0.00 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 630,419 | 1,319,002 |
Preferred stock, shares outstanding | 630,419 | 1,319,002 |
CONSOLIDATED_STATEMENTS_OF_OPE
CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Income Statement [Abstract] | |||
Revenues | $258,904,867 | $161,967,252 | $134,573,243 |
Cost of revenues | 244,292,715 | 145,628,215 | 124,788,116 |
Gross profit | 14,612,152 | 16,339,037 | 9,785,127 |
Reduction of contingent consideration | -5,248,588 | -2,238,750 | 0 |
Selling, general and administrative expenses | 26,073,782 | 11,472,842 | 6,137,301 |
Acquisition related expenses | 3,813,668 | 53,742 | 1,256,576 |
Inventory impairment charge | 467,911 | 0 | 0 |
Total selling, general and administrative expenses | 25,106,773 | 9,287,834 | 7,393,877 |
Income (loss) from operations | -10,494,621 | 7,051,203 | 2,391,250 |
Other income (expense) | |||
Other income | 333,612 | 37,696 | 1,740 |
Gain on bargain purchase | 6,948,686 | 0 | 0 |
Other expense | -10,866 | -54,513 | 0 |
Interest expense | -2,636,690 | -422,954 | -135,364 |
Total other income (expense) | 4,634,742 | -439,771 | -133,624 |
Income (loss) before income taxes | -5,859,879 | 6,611,432 | 2,257,626 |
Income tax benefit (expense) | -11,763 | 1,700,000 | 1,400,641 |
Net income (loss) | -5,871,642 | 8,311,432 | 3,658,267 |
Net Income (Loss) Attributable to Noncontrolling Interest [Abstract] | |||
Net income (loss) attributable to non-controlling interest | 325,399 | -431,962 | 0 |
Net income (loss) attributable to Vertex Energy, Inc. | ($5,546,243) | $7,879,470 | $3,658,267 |
Earnings per common share | |||
Basic (in USD per share) | ($0.23) | $0.44 | $0.30 |
Diluted (in USD per share) | ($0.23) | $0.39 | $0.25 |
Shares used in computing earnings per share | |||
Basic (in shares) | 23,807,780 | 17,830,194 | 12,138,229 |
Diluted (in shares) | 23,807,780 | 20,182,829 | 14,866,134 |
CONSOLIDATED_STATEMENTS_OF_EQU
CONSOLIDATED STATEMENTS OF EQUITY (USD $) | Total | Common Stock | Additional Paid-in Capital | Retained Earnings | Non-controlling Interest | Series A Preferred Stock |
Preferred Stock | ||||||
Balance at beginning, value at Dec. 31, 2011 | $9,337,497 | $9,415 | $3,319,388 | $6,004,267 | $4,427 | |
Balance at beginning, shares at Dec. 31, 2011 | 9,414,926 | 4,426,639 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Exercise of stock options and warrants, shares | 65,000 | 91,335 | ||||
Exercise of stock options and warrants, value | 112,625 | 91 | 112,534 | |||
Issuance of stock options and warrants | 178,968 | 178,968 | ||||
Issuance of restricted common stock, shares | 4,545,455 | |||||
Issuance of restricted common stock, value | 7,113,000 | 4,545 | 7,108,455 | |||
Conversion of preferred A stock to common, shares | 2,913,748 | -2,913,748 | ||||
Conversion of preferred A stock to common, value | 2,914 | -2,914 | ||||
Net income | 3,658,267 | 3,658,267 | ||||
Net income (loss) | 3,658,267 | |||||
Balance at end, value at Dec. 31, 2012 | 20,400,357 | 16,965 | 10,719,345 | 9,662,534 | 1,513 | |
Balance at end, shares at Dec. 31, 2012 | 16,965,464 | 1,512,891 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Exercise of stock options and warrants, shares | 405,000 | 653,456 | ||||
Exercise of stock options and warrants, value | 60,936 | 654 | 60,282 | |||
Issuance of stock options and warrants | 175,152 | 175,152 | ||||
Issuance of restricted common stock, shares | 3,392,800 | |||||
Issuance of restricted common stock, value | 8,628,346 | 3,393 | 8,624,953 | |||
Conversion of preferred A stock to common, shares | 193,889 | -193,889 | ||||
Conversion of preferred A stock to common, value | 194 | -194 | ||||
Non-controlling interest related to acquisition | 760,000 | 760,000 | ||||
Net income | 7,879,470 | |||||
Net income (loss) | 8,311,432 | 7,879,470 | 431,962 | |||
Balance at end, value at Dec. 31, 2013 | 38,336,223 | 21,206 | 19,579,732 | 17,542,004 | 1,191,962 | 1,319 |
Balance at end, value at Dec. 31, 2013 | 37,144,261 | |||||
Balance at end, shares at Dec. 31, 2013 | 21,205,609 | 1,319,002 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Exercise of stock options and warrants, shares | 637,750 | 615,971 | ||||
Exercise of stock options and warrants, value | 370,337 | 615 | 369,722 | |||
Issuance of stock options and warrants | 332,266 | 332,266 | ||||
Issuance of restricted common stock, shares | 5,597,942 | |||||
Issuance of restricted common stock, value | 26,319,143 | 5,391 | 26,313,752 | |||
Conversion of preferred A stock to common, shares | 688,583 | -688,583 | ||||
Conversion of preferred A stock to common, value | 0 | 689 | 0 | -689 | ||
Non-controlling interest related to acquisition | -866,355 | 208 | -866,563 | |||
Net income | -5,546,243 | |||||
Net income (loss) | -5,871,642 | -5,546,243 | -325,399 | |||
Balance at end, value at Dec. 31, 2014 | 58,619,972 | 28,109 | 46,595,472 | 11,995,761 | 0 | 630 |
Balance at end, value at Dec. 31, 2014 | $58,619,972 | |||||
Balance at end, shares at Dec. 31, 2014 | 28,108,105 | 630,419 |
CONSOLIDATED_STATEMENTS_OF_EQU1
CONSOLIDATED STATEMENTS OF EQUITY (Parenthetical) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Statement of Stockholders' Equity [Abstract] | ||
Common stock, par value | $0.00 | $0.00 |
Preferred stock, par value | $0.00 | $0.00 |
CONSOLIDATED_STATEMENTS_OF_CAS
CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Cash flows from operating activities | |||
Net income | ($5,871,642) | $8,311,432 | $3,658,267 |
Adjustments to reconcile net income (loss) to cash provided by (used in) operating activities: | |||
Stock-based compensation expense | 332,266 | 175,152 | 178,968 |
Depreciation and amortization | 4,277,843 | 2,320,735 | 711,555 |
Bargain purchase gain | -6,948,686 | 0 | 0 |
Deferred federal income tax | -1,944,000 | -1,432,000 | |
Inventory impairment charge | 467,911 | 0 | 0 |
Reduction of contingent consideration | -5,248,588 | -2,238,750 | 0 |
Changes in operating assets and liabilities: | |||
Accounts receivable | 714,698 | -3,468,033 | 128,184 |
Accounts receivable- related parties | 2,459 | ||
Bad debt expense | 2,013,167 | 0 | 0 |
Inventory | 1,891,932 | -2,670,338 | 551,438 |
Prepaid expenses | -12,586 | -571,254 | -247,337 |
Costs in excess of billings | -779,285 | 0 | 0 |
Accounts payable and accrued expenses | 7,255,722 | 4,220,957 | 304,861 |
Deferred revenue | 463,210 | 0 | 0 |
Accounts payable-related parties | -620,724 | ||
Other deposits | -81,450 | 256,729 | -235,557 |
Net cash provided by (used in) operating activities | -1,525,488 | 4,392,630 | 3,000,114 |
Cash flows from investing activities | |||
Bango note receivable | -3,150,000 | ||
Refund of asset acquisition | 0 | 675,558 | 0 |
Acquisition, net | -31,114,140 | -539,325 | -2,013,450 |
Purchase of fixed assets | -5,940,890 | -2,603,369 | -1,134,575 |
Net cash used in investing activities | -40,205,030 | -2,467,136 | -3,148,025 |
Cash flows from financing activities | |||
Line of credit (payments) proceeds, net | -6,750,000 | 750,000 | |
Proceeds from exercise of common stock options and warrants | 370,337 | 60,936 | 112,625 |
Proceeds from primary stock offering | 17,315,143 | 8,628,346 | |
Payments on contingent consideration | -136,662 | ||
Proceeds from notes payable | 41,309,433 | ||
Payments made on notes payable | -11,337,128 | -1,994,088 | -581,962 |
Debt issuance cost | -2,452,157 | ||
Net cash provided by (used in) financing activities | 45,068,966 | -54,806 | 280,663 |
Net change in cash and cash equivalents | 3,338,448 | 1,870,688 | 132,752 |
Cash and cash equivalents at beginning of the period | 2,678,628 | 807,940 | 675,188 |
Cash and cash equivalents at end of period | 6,017,076 | 2,678,628 | 807,940 |
SUPPLEMENTAL INFORMATION | |||
Cash paid for interest during the year | 2,636,690 | 396,440 | 128,838 |
Cash paid for income taxes during the year | 122,763 | 136,334 | 23,359 |
NON-CASH TRANSACTIONS | |||
Conversion of Series A Preferred Stock into common stock | 689 | 194 | 2,914 |
Heartland Group Holdings, LLC and Omega Refining | |||
NON-CASH TRANSACTIONS | |||
Stock issued as part of business acquisition | $9,004,000 | $0 | $0 |
CONSOLIDATED_STATEMENTS_OF_CAS1
CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) (Heartland Group Holdings, LLC and Omega Refining) | 12 Months Ended |
Dec. 31, 2014 | |
Heartland Group Holdings, LLC and Omega Refining | |
Number of shares issued as part of acquisition | 2,701,601 |
BASIS_OF_PRESENTATION_AND_NATU
BASIS OF PRESENTATION AND NATURE OF OPERATIONS | 12 Months Ended |
Dec. 31, 2014 | |
Basis Of Presentation And Nature Of Operations | |
BASIS OF PRESENTATION AND NATURE OF OPERATIONS | BASIS OF PRESENTATION AND NATURE OF OPERATIONS |
Vertex Energy, Inc. (“Vertex Energy” or the “Company”), provides a range of services designed to aggregate, process and recycle industrial and commercial waste systems. Vertex Energy currently provides these services in 13 states, primarily in the Gulf Coast and Central Midwest Region of the United States. Effective October 1, 2013, the Company acquired a 51% interest in E-Source Holdings, LLC ("E-Source"), a company that leases and operates a facility in Houston, Texas, and provides dismantling, demolition, decommission and marine salvage services at industrial facilities throughout the Gulf Coast. Effective January 1, 2014, the Company purchased an additional 19% ownership interest in E-Source. On September 4, 2014, the Company acquired the remaining 30% interest in E-Source Holdings, LLC. On May 2, 2014, the Company completed its acquisition of substantially all of the assets of Omega Refining, LLC, located in Marrero Louisiana and Golden State Lubricant Works, LLC, located in Bakersfield, California, for the purpose of re-refining used lubricating oils into processed oils and other products for the distribution, supply and sale to end-customers with related products and support services. On December 5, 2014, the Company completed its acquisition of substantially all of the assets of Heartland Group Holdings, LLC, which operates a used lubricating oil re-refinery in Columbus, Ohio, and conducts used oil collection services throughout the Midwest. See Note 18 for additional details on these acquisitions. | |
RELATED PARTIES | |
Prior to the Company’s September 11, 2012 (effective August 31, 2012) acquisition of a special purpose entity which owned substantially all of the assets and liabilities of Vertex Holdings, L.P., formerly Vertex Energy, L.P. (also defined herein as the “Partnership” or “Vertex LP” relating to the business of transporting, storing, processing and re-refining petroleum products, crudes and used lubricants and certain real-estate properties owned by a related party associated with such operations (the “Acquisition”), the Company had numerous transactions with the Partnership, including the lease of the Partnership’s storage facility, subletting of office space, transportation of feedstock to re-refiners and the Company’s storage facility, and delivery from the Company’s re-refinery to end customers. The pricing under these contracts was with certain wholly-owned subsidiaries of the Partnership and was priced at market, and reviewed periodically from time to time by the Board of Director’s Related Party Transaction committee. The Related Party Transaction committee included at least two independent directors and reviewed and pre-approved any and all related party transactions. | |
COMPANY OPERATIONS | |
Vertex Energy’s operations are primarily focused on recycling industrial waste streams and off-specification commercial chemical products. The waste streams are purchased from an established network of local and regional collectors and generators. The Company manages the transport, storage and delivery of the aggregated feedstock and product streams to end users. Vertex Energy’s three principal divisions are comprised of Black Oil , Refining and Marketing and Recovery. | |
Black Oil | |
Through its Black Oil division, which has been operational since 2001, Vertex Energy aggregates and sells used motor oil. The Company has a network of approximately 50 suppliers that collect used oil from businesses such as oil change service stations, automotive repair shops, manufacturing facilities, petroleum refineries, and petrochemical manufacturing operations. The Company purchases the used oil from collectors and manages the logistics of transport, storage and delivery to our 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 purchase and sale agreements with the suppliers and customers, respectively. These contracts are beneficial to all parties involved because they ensure a minimum volume is purchased 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 which uses the proprietary Thermal Chemical Extraction Process (“TCEP”) technology to re-refine the used oil into marine fuel cutterstock and a higher-value feedstock for further processing. The finished product is then 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 we produce a base oil finished product which is then sold via truck or rail car to end users for blending, packaging and marketing of lubricants. | |
Refining and Marketing | |
Through its Refining and Marketing division, which has been operational since 2004, Vertex Energy aggregates used motor oil, petroleum distillates, transmix and other off-specification chemical products. These feedstock streams are purchased from pipeline operators, refineries, chemical processing facilities and third-party providers. The Company has a toll-based processing agreement in place with KMTEX, Ltd. (“KMTEX”) to re-refine these feedstock streams, under the Company’s direction, into various end products. KMTEX 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. | |
Recovery | |
Through its Recovery division, which has been operational since 2002, Vertex Energy generates solutions for the proper recovery and management of hydrocarbon streams. The Company also provides industrial dismantling, demolition, decommissioning, investment recovery, and marine salvage services in industrial facilities. The Company owns and operates a fleet of trucks and heavy equipment used for processing, shipping and handling of reusable process equipment and other scrap. |
SUMMARY_OF_SIGNIFICANT_ACCOUNT
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended | |
Dec. 31, 2014 | ||
Accounting Policies [Abstract] | ||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Principles of consolidation | ||
The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. The subsidiaries are as follows: | ||
• | 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 third-party 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 collections 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, San Antonio and Corpus Christi, Texas. | |
• | E-Source Holdings, LLC (“E-Source”) provides dismantling and demolition services at industrial facilities throughout the Gulf Coast. | |
• | Vertex Refining, LA, LLC is a used oil re refinery based in Marrero, Louisiana and also has assets in Bell Chase, Louisiana. | |
• | Vertex Refining, NV, LLC is a base oil marketing and distribution company with customers throughout the United States. | |
• | Golden State Lubricant Works operates an oil storage and blend facility based in Bakersfield, California. | |
• | Vertex Refining, OH, LLC collects and re refines used oil and residual materials from customers throughout the Midwest. Refinery operations are based in Columbus, Ohio and has collection branches located in Norwalk, Ohio Zanesville, Ohio, Ravenswood, West Virginia, and Mt. Sterling, Kentucky. | |
Cash and cash equivalents | ||
For purposes of the statement of cash flows, the Company considers all short-term investments purchased with original maturities of three months or less at the date of purchase to be cash equivalents. | ||
Accounts receivable | ||
Accounts receivable represents amounts due from customers. Accounts receivable are recorded at invoiced amounts, net of reserves and allowances, and do not bear interest. The Company uses its best estimate to determine the required allowance for doubtful accounts based on a variety of factors, including the length of time receivables are past due, economic trends and conditions affecting its customer base, significant one-time events and historical write-off experience. Specific provisions are recorded for individual receivables when we become aware of a customer’s inability to meet its financial obligations. The Company reviews the adequacy of its reserves and allowances quarterly. | ||
Receivable balances greater than 30 days past due are individually reviewed for collectability and if deemed uncollectible, are charged off against the allowance accounts after all means of collection have been exhausted and the potential for recovery is considered remote. The Company does not have any significant off balance sheet credit exposure related to its customers. The allowance was $2,013,167 and $0 at December 31, 2014 and 2013, respectively. | ||
Inventory | ||
Inventories of products consist of feedstocks and refined petroleum products and are reported at the lower of cost or market. Cost is determined using the first-in, first-out (“FIFO”) method. The Company reviews its inventory commodities whenever events or circumstances indicate that the value may not be recoverable. The Company recognized an inventory impairment loss of $467,911 and $0 at December 31, 2014 and 2013, respectively. | ||
Fixed assets | ||
Fixed assets are stated at historical costs. Depreciation of fixed assets placed in operations is provided using the straight-line method over the estimated useful lives of the assets. The policy of the Company is to charge amounts for maintenance and repairs to expenses, and to capitalize expenditures for major replacements and betterments. | ||
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. | ||
Goodwill | ||
Goodwill represents the excess of the cost of businesses acquired over the fair value of their net assets at the dates of acquisition. Goodwill is reviewed at least annually to assess the carrying value of goodwill associated with each of its distinct business units that comprise its business segments of the Company to determine if impairment in value has occurred. | ||
Revenue recognition | ||
Revenue for each of the Company’s divisions is recognized when persuasive evidence of an arrangement exists, goods are delivered, sales price is determinable, and collection is reasonably assured. Revenue is recognized upon delivery by truck and railcar of feedstock to its re-refining customers and upon product leaving the Company’s terminal facilities and third party processing facility via barge. Revenue is also recognized as recovered scrap materials are sold and projects are completed. | ||
Leases | ||
The Company recognizes lease expense on a straight-line basis over the minimum lease terms which expire at various dates through 2032. These leases are for office and storage tank facilities and are classified as operating leases. For leases that contain predetermined, fixed escalations of the minimum rentals, the Company recognizes the rent expense on a straight-line basis and records the difference between the rent expense and the rental amount payable in liabilities. Leasehold improvements made at the inception of the lease are amortized over the shorter of the asset life or the initial lease terms as described above. Leasehold improvements made during the lease term are also amortized over the shorter of the assets life or the remaining lease term. | ||
For capital leases assumed as a result of an acquisition, the leased assets owned by the acquiree and financed through a capital lease are measured separately, at fair value, from the underlying lease to which they are subject. The present value of the lease is then calculated using the lease terms and implicit interest rate. For operating leases assumed as a result of an acquisition, the lease terms are measured, at acquisition date, to determine if the terms are favorable or unfavorable when compared to a comparable market lease with similar terms. | ||
Business Combinations | ||
The Company accounts for business combinations using the acquisition method of accounting. The results of operations for the acquired entities are included in the company’s consolidated financial results from their associated acquisition dates. The Company allocates the purchase price of acquisitions to the tangible assets, liabilities, and identifiable intangible assets acquired based on their estimated fair values. A portion of purchase price for 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 has been recorded as goodwill. If the purchase price is under the fair value of the identified assets and liabilities, a bargain purchase is recognized and included in income from continuing operations. | ||
Fair value of financial instruments | ||
Under the Financial Accounting Standards Board Accounting Standards Codification (“FASB ASC”), we are permitted to elect to measure financial instruments and certain other items at fair value, with the change in fair value recorded in earnings. We elected not to measure any eligible items using the fair value option. Consistent with the Fair Value Measurement Topic of the FASB ASC, we implemented guidelines relating to the disclosure of our 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 and accounts payable to related party amounts approximate their fair values due to the immediate or short-term maturities of these financial instruments. We do not have any financial instruments for which estimates of fair value disclosures utilize Level 2 and 3 inputs. | ||
Use of estimates | ||
These consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States. Certain amounts included in or affecting the financial statements and related disclosures must be estimated by management, requiring certain assumptions with respect to values or conditions which cannot be known with certainty at the time the financial statements are prepared. These estimates and assumptions affect the amounts reported for assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements. 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. | ||
Impairment of long-lived assets | ||
The Company evaluates the carrying value and recoverability of its long-lived assets when circumstances warrant such evaluation by applying the provisions of the FASB ASC regarding long-lived assets. It requires that long-lived assets be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable through the estimated undiscounted cash flows expected to result from the use and eventual disposition of the assets. Whenever any such impairment exists, an impairment loss will be recognized for the amount by which the carrying value exceeds the fair value. The Company has determined that no impairment existed for the years ended December 2014 and 2013. | ||
Income Taxes | ||
The Company accounts for income taxes in accordance with the FASB ASC Topic 740. The Company records a valuation allowance against net deferred tax assets if, based upon the available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income and when temporary differences become deductible. The Company considers, among other available information, uncertainties surrounding the recoverability of deferred tax assets, scheduled reversals of deferred tax liabilities, projected future taxable income, and other matters in making this assessment. | ||
As part of the process of preparing its consolidated financial statements, the Company is required to estimate its income taxes in each of the jurisdictions in which it operates. This process requires the Company to estimate its actual current tax liability and to assess temporary differences resulting from differing book versus tax treatment of items, such as deferred revenue, compensation and benefits expense and depreciation. These temporary differences result in deferred tax assets and liabilities, which are included within the Company’s consolidated statements of financial condition. 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. 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. Furthermore, the Company’s interpretation of complex tax laws may impact its recognition and measurement of current and deferred income taxes. | ||
Stock based compensation | ||
The Company accounts for share-based expense and activity in accordance with FASB ASC Topic 718, which establishes accounting for equity instruments exchanged for services. Under this provision, share-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 | ||
Diluted net income (loss) per share is computed by dividing the net income (loss) attributable to common shareholders by the weighted average number of common and common equivalent shares outstanding during the period. Common share equivalents included in the diluted computation represent shares issuable upon assumed exercise of stock options and warrants using the treasury stock and “if converted” method. For periods in which net losses are incurred, weighted average shares outstanding is the same for basic and diluted loss per share calculations, as the inclusion of common share equivalents would have an anti-dilutive effect. |
GOING_CONCERN
GOING CONCERN | 12 Months Ended |
Dec. 31, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
GOING CONCERN | During the year ended December 31, 2014, an event of default occurred under our financing agreements (as described in Note 12). On March 26, 2015, the Company entered into a Second Amendment with Goldman Sachs Bank USA to amended that certain Credit and Guaranty Agreement entered into between the parties dated as of May 2, 2014 and amended by the First Amendment to Credit and Guaranty Agreement entered into on December 5, 2014 to among other things, provide for the waiver of the prior defaults and to restructure certain covenants and other financial requirements of the Credit and to allow for our entry into the MidCap Loan Agreement (see note 21). The agreement requires that we raise at least $9.1 million by June 30, 2015 through the sale of equity, and that we are required to pay such funds directly to the Lender as a mandatory pre-payment of the amounts due under the Credit Agreement If we fail raise the additional equity and to make the necessary prepayment by June 30, 2015, the lenders may exercise any and all rights and remedies available to them under their respective agreements, including demanding immediate repayment of all amounts then outstanding or initiating foreclosure or insolvency proceedings. These circumstances raise substantial doubt about the Company's ability to continue as a going concern. |
RELATED_PARTIES
RELATED PARTIES | 12 Months Ended |
Dec. 31, 2014 | |
Related Party Transactions [Abstract] | |
RELATED PARTIES | RELATED PARTIES |
As a result of the acquisition of E-Source (described below in Note 18), the Company had one related party transaction. E-Source subleased office and building space from BBP Landtex, which was the 49% minority owner of E-Source Holdings, LLC through January 2014, when we acquired an additional 19% of E-Source, and a 30% minority owner of E-Source through September 2014, when we acquired the remaining 30% interest in E-Source, at which time it became a wholly-owned subsidiary. Rental payments under the lease were $3,500 per month. In addition, they pay a monthly fee for miscellaneous services and 75% of the utilities. | |
Effective October 3, 2014, the Company entered into a consulting agreement with its director, Timothy C. Harvey, pursuant to which Mr. Harvey agreed to provide consulting services to the Company in connection with overseeing the Company’s trading and selling of finished products and assisting the Company with finding the best markets for products from the Company’s facilities for a term of one year. In consideration for agreeing to provide services under the agreement, the Company agreed to pay Mr. Harvey $10,000 per month, and to grant him an option to purchase up to 75,000 shares of the Company's common stock at an exercise price of $6.615 per share, the mean between the highest and lowest quoted selling prices of the Company's common stock on October 2, 2014 (the day immediately preceding the approval by the Board of Directors of the agreement), which vest at the rate of 1/4th of such options per year, subject to Mr. Harvey’s continued consulting, employment or service as a director of the Company, which options were granted under the Company's 2013 Stock Incentive Plan | |
NOTE RECEIVABLE - RELATED PARTY | |
The related party note receivable represents amounts due from Omega Holdings, LLC. The $8,308,000 due to Vertex is based on the purchase price allocated to the Nevada facility, which has not yet closed. The note is collateralized by assets at the Nevada facility and carries an interest rate of 9.5% per annum. No accrued interest is included in the account balance. The aggregate receivable balance has been classified as noncurrent because they are not expected to be collected within one year from the balance sheet date. Based on management's assessment, no valuation allowance was deemed necessary as of December 31, 2014. |
CONCENTRATIONS_SIGNIFICANT_CUS
CONCENTRATIONS, SIGNIFICANT CUSTOMERS, COMMITMENTS AND CONTINGENCIES | 12 Months Ended | ||||||||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||||||||
Concentrations, Significant Customers, Commitments And Contingencies Disclosure [Abstract] | |||||||||||||||||||||||||||
CONCENTRATIONS, SIGNIFICANT CUSTOMERS, COMMITMENTS AND CONTINGENCIES | CONCENTRATIONS, SIGNIFICANT CUSTOMERS, COMMITMENTS AND CONTINGENCIES | ||||||||||||||||||||||||||
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 year ended December 31, 2014, the Company’s cash balances exceeded the federally insured limits. No losses have been incurred relating to this concentration. | |||||||||||||||||||||||||||
At December 31, 2014, 2013, and 2012 and for the years then ended, the Company’s revenues and receivables were comprised of the following customer concentrations: | |||||||||||||||||||||||||||
2014 | 2013 | 2012 | |||||||||||||||||||||||||
% of | % of | % of | % of | % of | % of | ||||||||||||||||||||||
Revenues | Receivables | Revenues | Receivables | Revenues | Receivables | ||||||||||||||||||||||
Customer 1 | 23% | 7% | 4% | 23% | —% | —% | |||||||||||||||||||||
Customer 2 | 16% | 16% | —% | —% | —% | —% | |||||||||||||||||||||
Customer 3 | 12% | 10% | 40% | 21% | 25% | 54% | |||||||||||||||||||||
Customer 4 | 10% | 10% | 10% | —% | —% | —% | |||||||||||||||||||||
Customer 5 | 7% | 9% | 8% | 20% | 12% | 15% | |||||||||||||||||||||
Customer 6 | 1% | —% | —% | —% | 31% | —% | |||||||||||||||||||||
Customer 7 | —% | —% | 9% | —% | 13% | —% | |||||||||||||||||||||
At December 31, 2014, 2013, and 2012 and the years then ended, the Company's segment revenues were comprised of the following customer concentrations: | |||||||||||||||||||||||||||
% of Revenue by Segment 2014 | % of Revenue by Segment 2013 | % of Revenue by Segment 2012 | |||||||||||||||||||||||||
Black Oil | Refining | Recovery | Black Oil | Refining | Recovery | Black Oil | Refining | Recovery | |||||||||||||||||||
Customer 1 | 99 | % | — | % | 1 | % | 88 | % | 12 | % | — | % | — | % | — | % | — | % | |||||||||
Customer 2 | 100 | % | — | % | — | % | — | % | — | % | — | % | — | % | — | % | — | % | |||||||||
Customer 3 | 11 | % | 89 | % | — | % | 31 | % | 69 | % | — | % | 36 | % | 64 | % | — | % | |||||||||
Customer 4 | — | % | 100 | % | — | % | — | % | 100 | % | — | % | — | % | — | % | — | % | |||||||||
Customer 5 | — | % | 100 | % | — | % | — | % | 100 | % | — | % | — | % | 100 | % | — | % | |||||||||
Customer 6 | 100 | % | — | % | — | % | — | % | — | % | — | % | — | % | 100 | % | — | % | |||||||||
Customer 7 | — | % | — | % | — | % | 63 | % | 37 | % | — | % | 1 | % | 99 | % | — | % | |||||||||
Customer 8 | — | % | — | % | — | % | — | % | 100 | % | — | % | — | % | 100 | % | — | % | |||||||||
The Company had no significant vendor concentrations for the years ended December 31, 2014 and 2013. The Company purchases goods and services from two companies that represented 11% and 10% of total purchases for the year ended December 31, 2012. | |||||||||||||||||||||||||||
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. | |||||||||||||||||||||||||||
The Company, in its normal course of business, is involved in various other claims and legal action. In the opinion of management, the outcome of these claims and actions will not have a material adverse impact upon the financial position of the Company. | |||||||||||||||||||||||||||
We intend to take advantage of any potential tax benefits related to net operating losses (“NOLs”) acquired as part of the Company's April 2009 merger with World Waste Technologies, Inc. ("World Waste"). As a result of the merger we acquired approximately $41.2 million of net operating losses that may be used to offset taxable income generated by the Company in future periods. | |||||||||||||||||||||||||||
It is possible that the Company may be unable to use these NOLs in their entirety. The extent to which the Company will be able to utilize these carry-forwards in future periods is subject to limitations based on a number of factors, including the number of shares issued within a three-year look-back period, whether the merger is deemed to be a change in control, whether there is deemed to be a continuity of World Waste’s historical business, and the extent of the Company’s subsequent income. As of December 31, 2013, the Company had utilized approximately $13.4 million of these NOLs leaving approximately $27.8 million of potential NOLs as of December 31, 2014. The estimated net operating loss for the year ended December 31, 2014 was $13.8 million. The accumulated NOL as of December 31, 2014 is approximately $41.6 million. | |||||||||||||||||||||||||||
Leases | |||||||||||||||||||||||||||
The Company has various leases for office facilities and vehicles which are classified as operating leases, and which expire at various times through 2032. Related party leases include office facilities. Total rent expense for all operating leases for 2014, 2013, and 2012 is summarized as follows: | |||||||||||||||||||||||||||
2014 | 2013 | 2012 | |||||||||||||||||||||||||
Related party leases | $ | 45,000 | $ | 10,500 | $ | 629,904 | |||||||||||||||||||||
Office leases | 575,219 | 466,415 | 100,405 | ||||||||||||||||||||||||
Plant Leases | 3,142,400 | — | — | ||||||||||||||||||||||||
Vehicle leases | 425,026 | 375,646 | 33,012 | ||||||||||||||||||||||||
$ | 4,187,645 | $ | 852,561 | $ | 763,321 | ||||||||||||||||||||||
Minimum future lease commitments as of December 31, 2014, are summarized as follows: | |||||||||||||||||||||||||||
Year ending December 31 | Related Party | Office Facilities | Vehicles | Plant Leases | Total | ||||||||||||||||||||||
2015 | $ | 45,000 | $ | 575,219 | $ | 400,276 | $ | 4,713,600 | $ | 5,734,095 | |||||||||||||||||
2016 | 60,000 | 453,154 | 454,301 | 4,713,600 | 5,681,055 | ||||||||||||||||||||||
2017 | 50,000 | 414,932 | 175,216 | 3,825,400 | 4,465,548 | ||||||||||||||||||||||
2018 | 50,000 | 312,466 | 57,710 | 1,132,000 | 1,552,176 | ||||||||||||||||||||||
2019 | — | 300,000 | — | — | 300,000 | ||||||||||||||||||||||
Thereafter | — | 4,175,000 | — | — | 4,175,000 | ||||||||||||||||||||||
$ | 205,000 | $ | 6,230,771 | $ | 1,087,503 | $ | 14,384,600 | $ | 21,907,874 | ||||||||||||||||||
FIXED_ASSETS_NET
FIXED ASSETS, NET | 12 Months Ended | ||||||||||
Dec. 31, 2014 | |||||||||||
Property, Plant and Equipment [Abstract] | |||||||||||
FIXED ASSETS, NET | FIXED ASSETS, NET | ||||||||||
Fixed assets consist of the following: | |||||||||||
Useful Life | 31-Dec-14 | 31-Dec-13 | |||||||||
(in years) | |||||||||||
Equipment | 20-Jul | $ | 32,533,022 | $ | 7,372,306 | ||||||
Furniture and fixtures | 7 | 133,824 | 110,926 | ||||||||
Leasehold improvements | 15 | 2,214,266 | 1,894,776 | ||||||||
Office equipment | 5 | 526,353 | 440,260 | ||||||||
Vehicles | 5 | 6,088,769 | 3,548,294 | ||||||||
Construction in progress | 15,870,487 | 1,064,784 | |||||||||
Land | 2,553,000 | 2,013,000 | |||||||||
Total fixed assets | 59,919,721 | 16,444,346 | |||||||||
Less accumulated depreciation | (3,758,373 | ) | (1,353,170 | ) | |||||||
Net fixed assets | $ | 56,161,348 | $ | 15,091,176 | |||||||
Depreciation expense was $2,405,203, $1,018,003, and $295,801 for the years ended December 31, 2014, 2013, and 2012, respectively. | |||||||||||
Equipment under construction in progress is related to TCEP technology improvements, refining equipment at the Marrero and Myrtle Grove facilities in Louisiana, and refining equipment in Fallon, Nevada. |
GOODWILL
GOODWILL | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | |||||||||||||||||
GOODWILL | GOODWILL | ||||||||||||||||
At December 31, 2014 and 2013, goodwill totaled $4,922,353 and $4,502,743, respectively. The increase in goodwill during 2014 is attributable to the acquisition of E-Source (as described in Note 18) and is allocated to the Recovery reporting segment. The excess purchase price over the value of the net tangible assets and intangible assets was recorded to goodwill. The total carrying value of goodwill for all periods has been tested and it was determined that no impairment charges were necessary as of December 31, 2014. | |||||||||||||||||
The following table contains consideration paid in excess of the net assets of the Company's acquired, allocated to the respective business segment is as of December 31, 2014: | |||||||||||||||||
Black Oil | Refining & Marketing | Recovery | Total | ||||||||||||||
Balance as of December 31, 2013 | $ | 3,554,515 | $ | — | $ | 948,228 | $ | 4,502,743 | |||||||||
Acquisitions | — | — | 419,610 | 419,610 | |||||||||||||
Balance as of December 31, 2014 | $ | 3,554,515 | $ | — | $ | 1,367,838 | $ | 4,922,353 | |||||||||
INTANGIBLE_ASSETS_NET
INTANGIBLE ASSETS, NET | 12 Months Ended | ||||||||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | |||||||||||||||||||||||||||
INTANGIBLE ASSETS, NET | INTANGIBLE ASSETS, NET | ||||||||||||||||||||||||||
Components of intangible assets (all subject to amortization) consist of the following items: | |||||||||||||||||||||||||||
December 31, 2014 | December 31, 2013 | ||||||||||||||||||||||||||
Useful Life | Gross | Net | Gross | Net | |||||||||||||||||||||||
(in years) | Carrying | Accumulated Amortization | Carrying | Carrying | Accumulated Amortization | Carrying | |||||||||||||||||||||
Amount | Amount | Amount | Amount | ||||||||||||||||||||||||
Customer relations | 8-May | $ | 1,011,000 | $ | 205,742 | $ | 805,258 | $ | 659,000 | $ | 95,625 | $ | 563,375 | ||||||||||||||
Vendor relations | 10 | 6,007,973 | 943,628 | 5,064,345 | 4,131,973 | 514,797 | 3,617,176 | ||||||||||||||||||||
H&H Oil Trademark/Trade name | 16-Jun | 1,219,000 | 129,248 | 1,089,752 | 856,000 | 63,922 | 792,078 | ||||||||||||||||||||
TCEP Technology/Patent | 15 | 13,287,000 | 1,751,645 | 11,535,355 | 11,000,000 | 916,667 | 10,083,333 | ||||||||||||||||||||
Non-compete agreements | 3 | 139,000 | 120,750 | 18,250 | 73,000 | 30,417 | 42,583 | ||||||||||||||||||||
$ | 21,663,973 | $ | 3,151,013 | $ | 18,512,960 | $ | 16,719,973 | $ | 1,621,428 | $ | 15,098,545 | ||||||||||||||||
In the current year, the Company classified deferred financing costs as a separate line item on the balance sheet, which was previously included in intangible assets. For comparative purposes, amounts in prior years have been reclassified to conform to current year presentations (see Note 9). | |||||||||||||||||||||||||||
Intangible assets are amortized on a straight-line basis. We continually evaluate the amortization period and carrying basis of intangible assets to determine whether subsequent events and circumstances warrant a revised estimated useful life or reduction in value. | |||||||||||||||||||||||||||
Total amortization expense of intangibles was $1,868,865, $1,302,732, and $320,276 for the years ended December 31, 2014, 2013, and 2012, respectively. | |||||||||||||||||||||||||||
Estimated future amortization expense is as follows: | |||||||||||||||||||||||||||
2015 | $ | 1,753,658 | |||||||||||||||||||||||||
2016 | 1,735,408 | ||||||||||||||||||||||||||
2017 | 1,718,257 | ||||||||||||||||||||||||||
2018 | 1,668,808 | ||||||||||||||||||||||||||
2019 | 1,333,635 | ||||||||||||||||||||||||||
Thereafter | 10,303,194 | ||||||||||||||||||||||||||
$ | 18,512,960 | ||||||||||||||||||||||||||
DEFERRED_FINANCING_COSTS
DEFERRED FINANCING COSTS | 12 Months Ended |
Dec. 31, 2014 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
DEFERRED FINANCING COSTS | DEFERRED FINANCING COSTS |
Costs incurred in connection with financing activities are deferred and amortized over the terms of the relevant debt using the straight line method. Accumulated amortization at December 31, 2014, and December 31, 2013 was $340,860 and $1,580, respectively. When a loan is paid in full, any unamortized financing costs are removed from the related accounts and charged to operations. Total deferred financing costs, net of accumulated amortization, included in other assets in the accompanying consolidated balance sheets were $2,191,888 and $74,271, as of December 31, 2014 and 2013, respectively. |
ACCOUNTS_RECEIVABLE
ACCOUNTS RECEIVABLE | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Receivables [Abstract] | |||||
ACCOUNTS RECEIVABLE | ACCOUNTS RECEIVABLE | ||||
Accounts receivable, net, consists of the following at December 31: | |||||
2014 | 2013 | ||||
Accounts receivable | $10,253,663 | $11,714,813 | |||
Allowance for doubtful accounts | -316,715 | — | |||
Accounts receivable, net | $9,936,948 | $11,714,813 | |||
Accounts receivable represents amounts due from customers. Accounts receivable are recorded at invoiced amounts, net of reserves and allowances, and do not bear interest. The Company uses its best estimate to determine the required allowance for doubtful accounts based on a variety of factors, including the length of time receivables are past due, economic trends and conditions affecting its customer base, significant one-time events and historical write-off experience. Specific provisions are recorded for individual receivables when we become aware of a customer’s inability to meet its financial obligations. The Company reviews the adequacy of its reserves and allowances quarterly. | |||||
Receivable balances greater than 30 days past due are individually reviewed for collectability and if deemed uncollectible, are charged off against the allowance accounts after all means of collection have been exhausted and the potential for recovery is considered remote. The Company does not have any significant off balance sheet credit exposure related to its customers. | |||||
Related party accounts receivable, net, consists of the following at December 31: | |||||
2014 | 2013 | ||||
Accounts receivable, related party | $4,846,452 | $— | |||
Allowance for doubtful accounts | -1,696,452 | — | |||
Accounts receivable, net - related party | $3,150,000 | $— | |||
Accounts receivable from related parties represents amounts due from Omega Holdings, LLC. Of the total related party receivable balance, $1,696,452 represents invoiced amounts that do not bear interest as of December 31, 2014. Based on management's assessment, the company recognized an allowance of $1,696,452 related to the receivable. The write off was necessary because the Company's receivable was unsecured and the amount that the Company may ultimately recover, if any, is not presently determinable. | |||||
As of December 31, 2014, $3,150,000 of the related party receivable balance represents short-term loans and carries an interest rate of 9.5%. No accrued interest is included in the balance. The amount is collateralized by insurance proceeds expected to be collected during in 2015. |
NOTE_RECEVIABLE_RELATED_PARTY
NOTE RECEVIABLE - RELATED PARTY | 12 Months Ended |
Dec. 31, 2014 | |
Related Party Transactions [Abstract] | |
NOTE RECEIVABLE - RELATED PARTY | RELATED PARTIES |
As a result of the acquisition of E-Source (described below in Note 18), the Company had one related party transaction. E-Source subleased office and building space from BBP Landtex, which was the 49% minority owner of E-Source Holdings, LLC through January 2014, when we acquired an additional 19% of E-Source, and a 30% minority owner of E-Source through September 2014, when we acquired the remaining 30% interest in E-Source, at which time it became a wholly-owned subsidiary. Rental payments under the lease were $3,500 per month. In addition, they pay a monthly fee for miscellaneous services and 75% of the utilities. | |
Effective October 3, 2014, the Company entered into a consulting agreement with its director, Timothy C. Harvey, pursuant to which Mr. Harvey agreed to provide consulting services to the Company in connection with overseeing the Company’s trading and selling of finished products and assisting the Company with finding the best markets for products from the Company’s facilities for a term of one year. In consideration for agreeing to provide services under the agreement, the Company agreed to pay Mr. Harvey $10,000 per month, and to grant him an option to purchase up to 75,000 shares of the Company's common stock at an exercise price of $6.615 per share, the mean between the highest and lowest quoted selling prices of the Company's common stock on October 2, 2014 (the day immediately preceding the approval by the Board of Directors of the agreement), which vest at the rate of 1/4th of such options per year, subject to Mr. Harvey’s continued consulting, employment or service as a director of the Company, which options were granted under the Company's 2013 Stock Incentive Plan | |
NOTE RECEIVABLE - RELATED PARTY | |
The related party note receivable represents amounts due from Omega Holdings, LLC. The $8,308,000 due to Vertex is based on the purchase price allocated to the Nevada facility, which has not yet closed. The note is collateralized by assets at the Nevada facility and carries an interest rate of 9.5% per annum. No accrued interest is included in the account balance. The aggregate receivable balance has been classified as noncurrent because they are not expected to be collected within one year from the balance sheet date. Based on management's assessment, no valuation allowance was deemed necessary as of December 31, 2014. |
LINE_OF_CREDIT_AND_LONGTERM_DE
LINE OF CREDIT AND LONG-TERM DEBT | 12 Months Ended | ||||||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||||||
Debt Disclosure [Abstract] | |||||||||||||||||||||||||
LINE OF CREDIT AND LONG-TERM DEBT | LINE OF CREDIT AND LONG-TERM DEBT | ||||||||||||||||||||||||
In September 2012, the Company entered into a credit agreement with Bank of America. Pursuant to the agreement, Bank of America agreed to loan the Company $8,500,000 in the form of a term loan and to provide the Company with an additional $10,000,000 in the form of a revolving line of credit. | |||||||||||||||||||||||||
In May 2014, the Company entered into an amended and restated credit agreement with Bank of America. The amended credit agreement amended and restated the prior credit agreement entered into with Bank of America in September 2012. Pursuant to the agreement, Bank of America agreed to loan the Company up to $20,000,000 in the form of a revolving line of credit, subject to certain terms and lending ratios, to be used for feedstock purchases and general corporate purposes. The line of credit bears interest at the option of the Company of either the lender's prime commercial lending rate then in effect between 1.25% and 2% per annum or the Bank of America LIBOR rate plus between 2.35% and 3% (both ranges dependent upon the Company's leverage ratio from time to time). Accrued and unpaid interest on the revolving note is due and payable monthly in arrears and all amounts outstanding under the revolving note are due and payable on May 2, 2017. The balance on the revolving line of credit was $0 at December 31, 2014. | |||||||||||||||||||||||||
The financing arrangement discussed above is secured by a first priority security interest in all of the assets and securities of our direct and indirect subsidiaries. The loan includes various covenants binding upon the Company, including, requiring that the Company comply with certain reporting requirements, provide notices of material corporate events and forecasts to Bank of America, and maintain certain financial ratios relating to debt leverage, consolidated EBITDA, maximum debt exposure, and minimum liquidity, including maintaining a ratio of quarterly consolidated EBITDA to certain fixed charges. | |||||||||||||||||||||||||
During the twelve month period ended December 31, 2014, an event of default occurred under the financing agreement (as described below) but we are currently working with our lenders to develop new amendments or modifications to our current agreements that would facilitate a mutually beneficial resolution. The default occurred as a result of our failure to satisfy certain requirements of the Credit Agreement including, but not limited to, the following: | |||||||||||||||||||||||||
• | The Company failed to make a prepayment of the term loan under the Goldman Sachs Credit Agreement in the amount of $6,299,567 which was due on August 31, 2014, which was required because the Company did not maintain a less than 4:1 Ratio of Consolidated Total Debt to Consolidated Pro Forma Adjusted EBITDA for the twelve month period ending on August 31, 2014 (The actual Ratio of Consolidated Total Debt for the twelve months ending August 31, 2014 was 4.6:1); and | ||||||||||||||||||||||||
• | The Company failed to maintain a fixed charge coverage ratio of not less than 1.25 to 1.00 for the period ending September 30, 2014 (the actual fixed charge coverage ratio for the period ending September 30, 2014 was 1.00 to 1.00). | ||||||||||||||||||||||||
On May 2, 2014, the Company entered into a Credit and Guaranty Agreement with Goldman Sachs Bank USA. Pursuant to the agreement, Goldman Sachs Bank USA loaned the Company $40,000,000 in the form of a term loan. As set forth in the Credit Agreement, the Company has the option to select whether loans made under the Credit Agreement bear interest at (a) the greater of (i) the prime rate in effect, (ii) the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System plus ½ of 1%, (iii) the sum of (A) the Adjusted LIBOR Rate and (B) 1%, and (iv) 4.5% per annum; or (b) the greater of (i) 1.50% and (ii) the applicable ICE Benchmark Administration Limited interest rate, divided by (x) one minus, (y) the Adjusted LIBOR Rate. Interest on the Credit Agreement is payable monthly in arrears. Amortizing principal payments are due on the Credit Agreement Loan in the amount of $300,000 per fiscal quarter for June 30, 2014, September 30, 2014, December 31, 2014 and March 31, 2015, and $800,000 per fiscal quarter thereafter until maturity on May 2, 2019. The balance on the term loan was $39,100,000 at December 31, 2014. | |||||||||||||||||||||||||
The Goldman Sachs Bank USA financing arrangement is secured by all of the assets of the Company, but subordinate to the aforementioned Bank of America credit agreement. Amounts outstanding under this agreement have been recorded as current on the December 31, 2014 balance sheet. | |||||||||||||||||||||||||
The Credit Agreement contains customary representations, warranties, and covenants for facilities of similar nature and size as the Credit Agreement. The Credit Agreement also includes various covenants binding the Company including limits on indebtedness the Company may incur and maintenance of certain financial ratios relating to consolidated EBITDA and debt leverage. As each credit facility contains cross-default provisions, the default under each lender credit agreement constitutes a default under the agreement with the other lender. As events of default have occurred under the BOA credit agreement, BOA is not required to lend us any further funds under such agreement. | |||||||||||||||||||||||||
Notwithstanding the above described events of default, both the BOA and Goldman Sachs notices of default stated that while the lenders (and where applicable, their agents) are entitled to exercise any and all default-related rights and remedies under the credit agreements (including declaring the outstanding principal and interest under such facilities immediately due and payable, exercising rights of set-off and demanding further collateral under such credit agreements), neither of the lenders (or where applicable their agents) are charging default interest on such credit agreements or exercising any rights or remedies in connection with such events of default at this time; notwithstanding that neither lender has agreed to forbear from taking any such action in the future and have further reserved all rights, powers, privileges and remedies under their respective credit agreements and can exercise such rights, powers, privileges and remedies at any time without further notice to us. | |||||||||||||||||||||||||
If we fail to enter into formal forbearance agreements, cure the defaults, negotiate a waiver of the defaults under the credit agreements, or to negotiate mutually agreed upon amendments to the credit agreements to bring the Company into compliance with such credit agreements, the lenders may exercise any and all rights and remedies available to them under their respective agreements, including demanding immediate repayment of all amounts then outstanding under such credit agreements or initiating foreclosure or insolvency proceedings against us. As the credit agreements are secured by substantially all of our assets, there is a risk that if the lenders were to request the immediate repayment of such credit facilities and we did not have, and could not timely raise, funds to repay such obligations, that the lenders (or where applicable, their agents) could foreclose on our assets which could cause us to significantly curtail or cease operations. On March 26, 2015, the Company entered into a Second Amendment with Goldman Sachs Bank USA to amended that certain Credit and Guaranty Agreement entered into between the parties dated as of May 2, 2014 and amended by the First Amendment to Credit and Guaranty Agreement entered into on December 5, 2014 to among other things, provide for the waiver of the prior defaults and to restructure certain covenants and other financial requirements of the Credit and to allow for our entry into the MidCap Loan Agreement (see note 21). | |||||||||||||||||||||||||
The Company has notes payable to various financial institutions, bearing interest at rates ranging from 6% to 6.35%, maturing from November, 2015 to April, 2023. The balance of the notes payable is $2,267,193 at December 31, 2014. | |||||||||||||||||||||||||
The Company financed insurance premiums through various financial institutions bearing interest rates from 4% to 4.52%. All such premium finance agreements have maturities of less than one year and have a balance of $491,621 at December 31, 2014. | |||||||||||||||||||||||||
On May 2, 2014, in connection with the closing of the Omega Refining acquisition, the Company assumed two capital leases totaling $3,154,860. Payments of $2,662,105 were made during 2014 and the balance was $492,755 at December 31, 2014. | |||||||||||||||||||||||||
Effective January 1, 2014, the Company purchased an additional 19% ownership interest in E-Source Holdings, LLC ("E-Source") of which it had previously acquired 51%. In consideration for the additional interest the Company will pay $854,050 of which $200,000 was paid on April 11, 2014 and the remainder is to be paid monthly in $72,672 installments through December 31, 2014. The balance of the note payable is $145,344 at December 31, 2014 and was paid in full in January, 2015. | |||||||||||||||||||||||||
Future maturities of long term debt as of December 31, 2014 were as follows: | |||||||||||||||||||||||||
Creditor | Loan Type | Origination Date | Maturity Date | Loan Amount | Balance on December 31, 2014 | ||||||||||||||||||||
Bank of America | Revolving LOC | May, 2014 | May, 2017 | $ | 20,000,000 | $ | — | ||||||||||||||||||
Goldman Sachs USA | Term Loan | May, 2014 | May, 2019 | 40,000,000 | 39,100,000 | ||||||||||||||||||||
Pacific Western Bank | Capital Lease | September, 2012 | August, 2017 | 520,219 | 492,755 | ||||||||||||||||||||
Various institutions | Various | Various | Various | 2,690,677 | 2,267,193 | ||||||||||||||||||||
E-Source note | Note | January, 2014 | December, 2014 | 854,050 | 145,344 | ||||||||||||||||||||
Various institutions | Insurance premiums financed | Various | > 1 year | 1,789,481 | 491,621 | ||||||||||||||||||||
$ | 65,854,427 | $ | 42,496,913 | ||||||||||||||||||||||
Future contractual maturities of notes payable are summarized as follows: | |||||||||||||||||||||||||
Creditor | 2015 | 2016 | 2017 | 2018 | 2019 | Thereafter | |||||||||||||||||||
Goldman Sachs USA | $ | 39,100,000 | $ | — | $ | — | $ | — | $ | — | $ | — | |||||||||||||
Pacific Western Bank | 172,654 | 186,947 | 133,154 | — | — | — | |||||||||||||||||||
Various institutions | 226,965 | 603,557 | 455,984 | 475,014 | 488,317 | 17,356 | |||||||||||||||||||
E-Source note | 145,345 | — | — | — | — | — | |||||||||||||||||||
Various institutions | 491,620 | — | — | — | — | — | |||||||||||||||||||
Totals | $ | 40,136,584 | $ | 790,504 | $ | 589,138 | $ | 475,014 | $ | 488,317 | $ | 17,356 | |||||||||||||
INCOME_TAXES
INCOME TAXES | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Income Tax Disclosure [Abstract] | |||||||||||||
INCOME TAXES | INCOME TAXES | ||||||||||||
Deferred income taxes reflect the net tax effects of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Income tax expense (benefit) attributable to income from continuing operations differed from the amounts computed by applying the U.S. federal income tax of 34% to pretax income from continuing operations as a result of the following for the years ended December 31, 2014, 2013 and 2012: | |||||||||||||
December 31, 2014 | December 31, 2013 | December 31, 2012 | |||||||||||
Statutory tax on book income | $ | (1,996,000 | ) | $ | 2,136,000 | $ | 768,000 | ||||||
Permanent differences | 52,000 | (746,000 | ) | 44,000 | |||||||||
Net operating loss utilization | — | (969,000 | ) | (812,000 | ) | ||||||||
Change in valuation allowance | 922,000 | (1,700,000 | ) | (1,408,000 | ) | ||||||||
Other | 1,033,763 | (421,000 | ) | 7,359 | |||||||||
Income tax expense (benefit) | $ | 11,763 | $ | (1,700,000 | ) | $ | (1,400,641 | ) | |||||
The components of income tax (benefit) expense for the years ended December 31, 2014 and 2013, and 2012 are as follows: | |||||||||||||
December 31, 2014 | December 31, 2013 | December 31, 2012 | |||||||||||
Current federal tax expense | $ | 11,763 | $ | 244,000 | $ | 31,359 | |||||||
Deferred federal tax benefit | — | (1,944,000 | ) | (1,432,000 | ) | ||||||||
Total federal tax expense (benefit) | $ | 11,763 | $ | (1,700,000 | ) | $ | (1,400,641 | ) | |||||
The cumulative tax effect of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities at December 31, 2014 and 2013, and 2012 are presented below: | |||||||||||||
December 31, 2014 | December 31, 2013 | December 31, 2012 | |||||||||||
Deferred tax assets: | |||||||||||||
Alternative minimum tax credits | $ | 220,000 | $ | 220,000 | $ | 130,000 | |||||||
Allowance for doubtful accounts | 684,000 | — | — | ||||||||||
Accrued compensation | 560,000 | 233,000 | 173,000 | ||||||||||
Contribution carryover | 37,000 | — | — | ||||||||||
Net operating loss carry forwards | 14,167,000 | 10,482,000 | 11,536,000 | ||||||||||
Less valuation allowance | (6,173,000 | ) | (5,251,000 | ) | (8,136,000 | ) | |||||||
Net deferred tax assets | $ | 9,495,000 | $ | 5,684,000 | $ | 3,703,000 | |||||||
December 31, 2014 | December 31, 2013 | December 31, 2012 | |||||||||||
Deferred tax liabilities: | |||||||||||||
Accelerated tax depreciation | $ | (4,189,000 | ) | $ | (378,000 | ) | $ | (341,000 | ) | ||||
Net deferred tax liabilities | $ | (4,189,000 | ) | $ | (378,000 | ) | $ | (341,000 | ) | ||||
The Company has determined that a valuation allowance of approximately $6,173,000 at December 31, 2014 is necessary to reduce the deferred tax assets to the amount that will more than likely not be realized. | |||||||||||||
The Company is subject to examination by Federal and State tax authorities of the United for fiscal years 2011 through 2014. | |||||||||||||
At December 31, 2014, the Company had federal net operating loss carry-forwards ("NOLs") of approximately $41.7 million acquired as part of the Merger between World Waste and the Company's wholly-owned subsidiary Vertex Merger Sub, LLC. It is possible that the Company may be unable to use these NOLs in their entirety. The history of these NOLs and the related tax laws are complex and the Company is researching the facts and circumstances as to whether the Company will ultimately be able to utilize the benefit from these NOLs. The extent to which the Company will be able to utilize these carry-forwards in future periods is subject to limitations based on a number of factors, including the number of shares issued within a three-year look-back period, whether the merger is deemed to be a change in control, whether there is deemed to be a continuity of World Waste's historical business, and the extent of the Company's subsequent income. The net operating loss carryforward will begin to expire in 2026. | |||||||||||||
The Company has not been audited by the Internal Revenue Service, but is subject to audit for the years 2010 through 2014. |
STOCK_BASED_COMPENSATION
STOCK BASED COMPENSATION | 12 Months Ended | ||||||||||||||
Dec. 31, 2014 | |||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||||||||||||||
STOCK BASED COMPENSATION | STOCK BASED COMPENSATION | ||||||||||||||
The stock based compensation cost that has been charged against income by the Company was $332,266, $175,152, and $178,968 for the years ended December 31, 2014, 2013, and 2012 respectively, for options previously awarded by the Company. | |||||||||||||||
Stock option activity for the years ended December 31, 2014, 2013, and 2012 are summarized as follows: | |||||||||||||||
Shares | Weighted Average Exercise Price | Weighted Average Remaining Contractual Life (in Years) | Grant Date Fair Value | ||||||||||||
Outstanding at December 31, 2011 | 3,073,334 | $ | 5.46 | 7 | $ | 990,995 | |||||||||
Options granted | 225,000 | 1.91 | 10 | 197,146 | |||||||||||
Options exercised | (65,000 | ) | (1.47 | ) | — | (5,239 | ) | ||||||||
Options cancelled/forfeited/expired | (294,167 | ) | (1.21 | ) | — | (38,878 | ) | ||||||||
Outstanding at December 31, 2012 | 2,939,167 | $ | 5.7 | 6.5 | $ | 1,144,024 | |||||||||
Vested at December 31, 2012 | 2,283,237 | $ | 6.89 | 6.41 | $ | 709,902 | |||||||||
Exercisable at December 31, 2012 | 2,283,237 | $ | 6.89 | 6.41 | $ | 709,902 | |||||||||
Outstanding at December 31, 2012 | 2,939,167 | $ | 5.7 | 6.5 | $ | 1,144,024 | |||||||||
Options granted | 711,667 | 2.46 | 8.78 | 420,796 | |||||||||||
Options exercised | (405,000 | ) | (1.19 | ) | — | (89,080 | ) | ||||||||
Options cancelled/forfeited/expired | (185,000 | ) | (0.68 | ) | — | (148,577 | ) | ||||||||
Outstanding at December 31, 2013 | 3,060,834 | $ | 5.89 | 6.07 | $ | 1,327,163 | |||||||||
Vested at December 31, 2013 | 2,268,334 | $ | 6.97 | 5.2 | $ | 722,143 | |||||||||
Exercisable at December 31, 2013 | 2,268,334 | $ | 6.97 | 5.2 | $ | 722,143 | |||||||||
Outstanding at December 31, 2013 | 3,060,834 | $ | 5.89 | 6.07 | $ | 1,327,163 | |||||||||
Options granted | 325,000 | 7.61 | 9.69 | 622,272 | |||||||||||
Options exercised | (637,750 | ) | (0.88 | ) | — | (264,990 | ) | ||||||||
Options cancelled/forfeited/expired | (99,501 | ) | (12.17 | ) | — | (29,804 | ) | ||||||||
Outstanding at December 31, 2014 | 2,648,583 | $ | 7.07 | 5.81 | $ | 1,654,641 | |||||||||
Vested at December 31, 2014 | 1,820,480 | $ | 8.27 | 4.64 | $ | 654,948 | |||||||||
Exercisable at December 31, 2014 | 1,820,480 | $ | 8.27 | 4.64 | $ | 654,948 | |||||||||
A summary of the Company’s stock warrant activity and related information for the years ended December 31, 2014, 2013, and 2012 are as follows: | |||||||||||||||
Shares | Weighted Average Exercise Price | Weighted Average Remaining Contractual Life (in Years) | Grant Date Fair Value | ||||||||||||
Outstanding at December 31, 2011 | 1,245,311 | $ | 12.48 | 1.41 | $ | 142,065 | |||||||||
Warrants granted | — | — | — | — | |||||||||||
Warrants exercised | (37,500 | ) | (1.08 | ) | — | (10,626 | ) | ||||||||
Warrants canceled/forfeited/expired | (44,503 | ) | (25.00 | ) | — | (2,550 | ) | ||||||||
Warrants at December 31, 2012 | 1,163,308 | $ | 12.37 | 0.4 | $ | 128,889 | |||||||||
Vested at December 31, 2012 | 1,150,808 | $ | 12.5 | 0.41 | $ | 123,289 | |||||||||
Exercisable at December 31, 2012 | 1,150,808 | $ | 12.5 | 0.41 | $ | 123,289 | |||||||||
Outstanding at December 31, 2012 | 1,163,308 | $ | 12.37 | 0.4 | $ | 128,889 | |||||||||
Warrants granted | — | $ | — | 0 | $ | — | |||||||||
Warrants exercised | (631,250 | ) | (1.65 | ) | — | (30,029 | ) | ||||||||
Warrants canceled/forfeited/expired | (524,975 | ) | (25.38 | ) | — | (95,960 | ) | ||||||||
Warrants at December 31, 2013 | 7,083 | $ | 2.72 | 1.57 | $ | 2,900 | |||||||||
Vested at December 31, 2013 | 833 | $ | 10 | 0.25 | $ | 100 | |||||||||
Exercisable at December 31, 2013 | 833 | $ | 10 | 0.25 | $ | 100 | |||||||||
Outstanding at December 31, 2013 | 7,083 | $ | 2.72 | 1.57 | $ | 2,900 | |||||||||
Warrants granted | 219,868 | $ | 3.01 | 5 | $ | 140,149 | |||||||||
Warrants exercised | (833 | ) | (10.00 | ) | — | (100 | ) | ||||||||
Warrants canceled/forfeited/expired | (6,250 | ) | (1.75 | ) | — | (2,800 | ) | ||||||||
Warrants at December 31, 2014 | 219,868 | $ | 3.01 | 5 | $ | 140,149 | |||||||||
Vested at December 31, 2014 | 109,934 | $ | 3.01 | 5 | $ | 140,149 | |||||||||
Exercisable at December 31, 2014 | 109,934 | $ | 3.01 | 5 | $ | 140,149 | |||||||||
The following table summarizes the assumptions used in assessing the above described option and warrant valuations: | |||||||||||||||
YEAR ENDED DECEMBER 31, 2014 | YEAR ENDED DECEMBER 31, 2013 | YEAR ENDED DECEMBER 31, 2012 | |||||||||||||
Expected volatility | 16-17% | 20% | 35-39% | ||||||||||||
Expected dividends | —% | —% | —% | ||||||||||||
Expected term (in years) | 10 | 10-May | 10 | ||||||||||||
Risk-free rate | 0.67% | 0.64% | .35-.39% |
EARNINGS_PER_SHARE
EARNINGS PER SHARE | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
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 year ended December 31, 2014 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. The calculation of diluted earnings per share for the year ended December 31, 2014 does not include options to purchase 1,078,668 shares and warrants to purchase 833 shares due to their anti-dilutive effect. | |||||||||||||
The following is a reconciliation of the numerator and denominator for basic and diluted earnings per share for the years ended December 31, 2014, 2013, and 2012: | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Basic Earnings per Share | |||||||||||||
Numerator: | |||||||||||||
Net income (loss) available to common shareholders | $ | (5,546,243 | ) | $ | 7,879,470 | $ | 3,658,267 | ||||||
Denominator: | |||||||||||||
Weighted-average common shares outstanding | 23,807,780 | 17,830,194 | 12,138,229 | ||||||||||
Basic earnings per share | $ | (0.23 | ) | $ | 0.44 | $ | 0.3 | ||||||
Diluted Earnings per Share | |||||||||||||
Numerator: | |||||||||||||
Net income (loss) available to common shareholders | $ | (5,546,243 | ) | $ | 7,879,470 | $ | 3,658,267 | ||||||
Denominator: | |||||||||||||
Weighted-average shares outstanding | 23,807,780 | 17,830,194 | 12,138,229 | ||||||||||
Effect of dilutive securities | |||||||||||||
Stock options and warrants | — | 1,033,633 | 1,215,014 | ||||||||||
Preferred stock | — | 1,319,002 | 1,512,891 | ||||||||||
Diluted weighted-average shares outstanding | 23,807,780 | 20,182,829 | 14,866,134 | ||||||||||
Diluted earnings (loss) per share | $ | (0.23 | ) | $ | 0.39 | $ | 0.25 | ||||||
COMMON_STOCK
COMMON STOCK | 12 Months Ended |
Dec. 31, 2014 | |
Equity [Abstract] | |
COMMON STOCK | COMMON STOCK |
The total number of authorized shares of the Company’s common stock is 750,000,000 shares, $0.001 par value per share. As of December 31, 2014, there were 28,108,105 common shares 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 ending December 31, 2014, 688,583 shares of the Company's Series A Preferred Stock were converted into 688,583 shares of our common stock on a one-for-one basis. Additionally, warrants to purchase 6,250 shares of the Company's common stock were exercised for a net of 6,250 shares of common stock with $10,937 of exercise price paid in cash; and options to purchase 637,750 shares of common stock were exercised for a net of 609,722 shares of common stock (when adjusting for a cashless exercise of such certain of such options and the payment, in shares of common stock ($205,125) and cash ($359,238), of an aggregate exercise price of $564,363 in connection with such exercises) and 609,722 shares of common stock were issued to the option holders in connection with such exercises. | |
In May 2014, 500,000 shares of our restricted common stock (valued at $3,266,000) were issued in connection with the initial closing of the Omega Refining acquisition (see Note 18). | |
In June 2014, 2,200,000 shares were sold in connection with a private offering of the Company's common stock for net proceeds of $15,803,000 after deducting offering costs of $1,247,000 from the $17,050,000 raised. | |
In August 2014, the Company granted one employee Incentive Stock Options to purchase an aggregate of 100,000 shares of the Company’s common stock, which have a term of ten years, and exercise price of $8.44 per share and vest at the rate of 25,000 of such options on the grant date and 18,750 on each of the first four anniversaries of the grant date. | |
In April 2014, the company granted two employees Incentive Stock Options to purchase an aggregate of 150,000 shares of the Company's common stock, which have a term of ten years, an average exercise price of $7.55, and vest at the rate of one quarter on each anniversary date of the grant. The options were granted under the Company’s 2013 Stock Incentive Plan, which is registered on a Form S-8 Registration Statement. | |
In September, 2014, 207,743 shares of Company's common stock, valued at $1,790,745, were issued as payment for the remaining 30% ownership in E-Source (additional information included in Note 18). | |
Effective October 3, 2014, we entered into a consulting agreement with our director, Timothy C. Harvey, pursuant to which Mr. Harvey agreed to provide consulting services to us in connection with overseeing our trading and selling of finished products and assisting us with finding the best markets for products from our facilities for a term of one year (automatically renewable thereafter unless either party provides the other 30 days written notice of their intent not to renew), provided that we can terminate the agreement at any time with thirty days prior written notice. In consideration for agreeing to provide services under the agreement, we agreed to pay Mr. Harvey $10,000 per month, and to grant him an option to purchase up to 75,000 shares of our common stock at an exercise price of $6.615 per share, the mean between the highest and lowest quoted selling prices of our common stock on October 2, 2014 (the day immediately preceding the approval by the Board of Directors of the agreement), which vest at the rate of 1/4th of such options per year, subject to Mr. Harvey’s continued consulting, employment or service as our director, which options were granted under the Company’s 2013 Stock Incentive Plan. | |
In December, 2014, 2,201,601 shares of our restricted common stock (valued at $5,349,000) were issued as consideration in connection with the Heartland acquisition (see Note 18). | |
In December, 2014, 488,598 shares of restricted common stock (valued at $1,470,680) and warrants to purchase 109,934 shares of common stock were sold to our Chief Executive Officer, which funds were required in connection with the Heartland acquisition. The warrants have a fair value of $74,074 (representing 45% warrant coverage in connection with the above sale of stock to our Chief Executive Officer). The warrants have a term of five years, an exercise price of $3.01 per share and cashless exercise rights beginning six months after the grant date, to the extent that the shares of common stock issuable are not registered with the U.S. Securities and Exchange Commission. |
PREFERRED_STOCK
PREFERRED STOCK | 12 Months Ended | |
Dec. 31, 2014 | ||
Equity [Abstract] | ||
PREFERRED STOCK | PREFERRED STOCK | |
The total number of authorized shares of the Company’s preferred stock is 50,000,000 shares, $0.001 par value per share. The total number of designated shares of the Company’s Series A Preferred Stock is 5,000,000 (“Series A Preferred”). The total number of designated shares of the Company’s Series B Preferred Stock is 2,000,000. As of December 31, 2014, there were 630,419 shares of Series A Preferred Stock issued and outstanding and no Series B Preferred shares issued and outstanding. | ||
Series A Preferred | ||
Holders of outstanding shares of Series A Preferred are entitled to receive dividends, when, as, and if declared by our Board of Directors. No dividends or similar distributions may be made on shares of capital stock or securities junior to our Series A Preferred until dividends in the same amount per share on our Series A Preferred have been declared and paid. In connection with a liquidation, winding-up, dissolution or sale of the Company, each share of our Series A Preferred is entitled to receive $1.49 prior to similar liquidation payments due on shares of our common stock or any other class of securities junior to the Series A Preferred. Shares of Series A Preferred are not entitled to participate with the holders of our common stock with respect to the distribution of any remaining assets of the Company. | ||
Each share of Series A Preferred is entitled to that number of votes equal to the number of whole shares of common stock into which it is convertible. Generally, holders of our common stock and Series A Preferred vote together as a single class. | ||
Shares of Series A Preferred automatically convert into shares of our common stock on the earliest to occur of the following: | ||
• | The affirmative vote or written consent of the holders of a majority of the then-outstanding shares of Series A Preferred; | |
• | If the closing market price of our common stock averages at least $15.00 per share over a period of 20 consecutive trading days and the daily trading volume averages at least 7,500 shares over such period; | |
• | If we consummate an underwritten public offering of our securities at a price per share not less than $10.00 and for a total gross offering amount of at least $10 million; or | |
• | If a sale of the Company occurs resulting in proceeds to the holders of Series A Preferred of a per share amount of at least $10.00. | |
Each share of Series A Preferred converts into one share of common stock, subject to adjustment. | ||
Series B Preferred Stock | ||
The Series B Preferred Stock have the following rights, preferences and limitations: | ||
• | The Series B Preferred Stock includes a liquidation preference which is junior to the Company’s previously outstanding shares of preferred stock, senior securities and other security holders as provided in further detail in the Designation; | |
• | The Series B Preferred Stock is convertible into shares of the Company’s common stock on a one for one basis at a conversion price of $1.00 per share, provided that the Series B Preferred Stock automatically converts into shares of the Company’s common stock on a one for one basis if the Company’s common stock trades above $2.00 per share for a period of 10 consecutive trading days; | |
• | The Series B Preferred Stock has no voting rights (other than on matters concerning the Series B Preferred Stock as further described in the Designation); and | |
• | The Company was obligated to redeem any unconverted shares of Series B Preferred Stock in cash at $1.00 per share on the third anniversary date of the original issuance date of each share of Series B Preferred Stock. |
ACQUISITIONS
ACQUISITIONS | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Business Combinations [Abstract] | |||||||||||||||||
ACQUISITIONS | ACQUISITIONS | ||||||||||||||||
E-Source Holdings Transaction | |||||||||||||||||
Effective October 1, 2013 , the Company (through Vertex Operating, LLC, the Company’s wholly-owned subsidiary, “Vertex Operating”) acquired a 51% interest in E-Source Holdings, LLC (“E-Source”), a company that leases and operates a facility located in Houston, Texas, and provides dismantling, demolition, decommission and marine salvage services at industrial facilities throughout the Gulf Coast. E-Source also owns and operates a fleet of trucks and other vehicles used for shipping and handling equipment and scrap materials. The consideration paid for the acquisition of E-Source was approximately $900,000 and the right of one of the sellers (the “Earn-Out Seller”) to earn additional earn-out payments of up to 15% of E-Source’s net income before taxes (valued at $748,000 at the time of acquisition), in the event certain calendar year net income thresholds are met, in calendar years 2014 through 2017, as well as a commission of 20% of the net income before taxes associated with certain future planned projects of E-Source required to be completed prior to December 31, 2014, as long as such applicable seller remains an employee of E-Source during such applicable periods. Effective on March 14, 2014, we entered into an amendment to our acquisition agreement with the Earn-Out Seller, and mutually agreed that the lesser of (a) 20% and (b) $100,000, per calendar year of earn-out payments due the Earn-Out Seller, if any, will be payable in shares of our restricted common stock, based on the average of the five closing sales prices of the Company’s common stock on the first five trading days of each applicable calendar year (each a “Valuation”) for which the earn-out consideration relates, provided that the parties mutually agreed to use a valuation of $3.2922 per share (the “2014 Valuation Price”) for any earn-out payments relating to the 2014 calendar year and further agreed that in no event will any future calendar year Valuation be less than the 2014 Valuation Price. On March 26, 2014, but effective January 1, 2014, the Company acquired an additional 19% interest in E-Source for $854,050 in cash consideration and the right to receive stock consideration (on January 31, 2015) in the amount of 207,743 shares of stock subject to certain performance metrics being met during 2014. | |||||||||||||||||
In August 2014, Vertex Operating acquired the remaining 30% interest in E-Source, in consideration for the issuance of 207,743 shares of Company common stock and confirmation by the parties that the performance metrics relating to the 207,743 shares of common stock issuable in connection with the 19% acquisition would not be met. The transaction was recorded as additional paid in capital and a reduction of the non-controlling interest in accordance with ASC 810-10-45. Concurrent with the transaction, the Company paid $136,662 against the original contingent earn-out liability of $748,000 and wrote off $611,338 because certain terms of the contingent consideration agreement were not met by the acquiree. Following this transaction, E-Source became a 100% wholly-owned subsidiary of Vertex Operating. | |||||||||||||||||
E-Source leases and operates a facility located in Houston, Texas, and provides dismantling, demolition, decommission and marine salvage services at industrial facilities throughout the Gulf Coast. E-Source also owns and operates a fleet of trucks and other vehicles used for shipping and handling equipment and scrap materials. | |||||||||||||||||
Omega Refining Transaction | |||||||||||||||||
On May 2, 2014, the Company completed its acquisition of substantially all of the assets of Omega Refining, LLC (including the Marrero, Louisiana re-refinery and Omega’s Myrtle Grove complex in Belle Chaise, Louisiana ("Omega Refining") and ownership of Golden State Lubricant Works, LLC for the purpose of re-refining used lubricating oils into processed oils and other products for the distribution, supply and sale to end-customers with related products and support services. The purchase price paid at the closing was approximately $28,764,000 in cash, 500,000 shares of our restricted common stock (valued at $3,266,000) and the assumption of certain capital lease obligations and other liabilities relating to contracts and leases of Omega Refining in connection with the initial closing. We also agreed to provide Omega Holdings a loan in the amount of up to approximately $13,800,000. | |||||||||||||||||
The acquisition was accounted for under the purchase method of accounting, with the Company identified as the acquirer. Under the purchase method of accounting, the aggregate amount of consideration paid by the Company was allocated to Omega Refining's net tangible assets and intangible assets based on their estimated fair values as of May 2, 2014. The transaction resulted in a bargain purchase of $6,574,000 recognized in net income as an acquisition-date gain. During the twelve month period ending December 31, 2014, an additional $92,635 bargain purchase gain was recognized after capital lease balances were trued up, resulting in a total bargain purchase gain of $6,574,000. The Omega Refining purchase qualifies as a bargain purchase since the acquisition date amounts of the identifiable net asset acquired, excluding goodwill ($39,010,000), exceed the value of the consideration transferred ($32,436,000). The difference of $6,574,000 is a gain as of the acquisition date. The bargain purchase resulted from the financial distress that Omega was in due to the large amount of debt held by Omega and the unexpected decrease in crack spreads that made the debt level overbearing. The Company retained an independent third party to assist management in determining the fair value of tangible and intangible assets transferred and liabilities assumed. The allocation of the purchase price is based on the best estimates of management. | |||||||||||||||||
The following information summarizes the allocation of the fair values assigned to the assets at the purchase date: | |||||||||||||||||
Cash and cash equivalents | $ | 406,000 | |||||||||||||||
Accounts receivable | 950,000 | ||||||||||||||||
Inventory | 4,192,000 | ||||||||||||||||
Prepaid expenses | 71,000 | ||||||||||||||||
Property, plant and equipment | 30,000,000 | ||||||||||||||||
Deposits | 400,000 | ||||||||||||||||
Bango secured note issued by vertex | 8,308,000 | ||||||||||||||||
Technology | 2,287,000 | ||||||||||||||||
Non-compete agreements | 66,000 | ||||||||||||||||
Total identifiable net assets | $ | 46,680,000 | |||||||||||||||
Less liabilities assumed, including contingent consideration | (7,670,000 | ) | |||||||||||||||
Gain on purchase | (6,574,000 | ) | |||||||||||||||
Total purchase price | $ | 32,436,000 | |||||||||||||||
The Company incurred $2,559,830 in costs associated with the Omega Refining acquisition. These included legal, accounting, environmental and investment banking. | |||||||||||||||||
The following table summarizes the cost of amortizable intangible assets related to the Omega acquisition: | |||||||||||||||||
Estimated Cost | Useful life | ||||||||||||||||
(years) | |||||||||||||||||
Non-competes | $ | 66,000 | 1 | ||||||||||||||
Technology | 2,287,000 | 15 | |||||||||||||||
Total | $ | 2,353,000 | |||||||||||||||
The results of Omega are included in the consolidated financial statements subsequent to May 2, 2014. The following schedule contains pro-forma consolidated results of operations for the years ended December 31, 2014 and 2013 as if the acquisition occurred on January 1, 2013. The pro forma results of operations are presented for informational purposes only and are not indicative of the results of operations that would have been achieved if the acquisition had taken place on January 1, 2013, or of results that may occur in the future (amounts in thousands other than earnings per share): | |||||||||||||||||
Twelve Months Ended December | |||||||||||||||||
2014 | 2013 | ||||||||||||||||
As Reported | Pro Forma | As Reported | Pro Forma | ||||||||||||||
Revenue | $ | 258,904,867 | $ | 297,530,020 | $ | 161,967,252 | $ | 301,996,638 | |||||||||
Income from operations | (10,494,621 | ) | (9,690,082 | ) | 7,051,203 | 4,629,228 | |||||||||||
Net income (loss) | (5,871,642 | ) | (5,264,085 | ) | 8,311,432 | 1,264,292 | |||||||||||
Net income (loss) attributable to non-controlling interests | 325,399 | 325,399 | (431,962 | ) | (431,962 | ) | |||||||||||
Net income (loss) attributable to Vertex Energy, Inc. | $ | (5,546,243 | ) | $ | (4,938,686 | ) | $ | 7,879,470 | $ | 832,330 | |||||||
Earnings (loss) per common share-Basic | $ | (0.23 | ) | $ | (0.21 | ) | $ | 0.44 | $ | 0.05 | |||||||
Earnings (loss) per common share-Diluted | $ | (0.23 | ) | $ | (0.21 | ) | $ | 0.39 | $ | 0.04 | |||||||
Heartland Group Holdings, LLC | |||||||||||||||||
On December 5, 2014 (the “Closing”), we closed the transactions contemplated by the October 21, 2014 Asset Purchase Agreement by and among the Company; Vertex Refining OH, LLC (“Vertex OH”), a wholly-owned subsidiary of Vertex Energy Operating, LLC (“Vertex Operating”), a wholly-owned subsidiary of the Company; Vertex Operating; and Heartland Group Holdings, LLC (“Heartland”), as amended by the First Amendment to Purchase Agreement dated November 26, 2014, the Second Amendment to Purchase Agreement dated December 5, 2014 and the Third Amendment to Purchase Agreement dated March 4, 2015 (the Asset Purchase Agreement as amended by the First Amendment, Second Amendment and Third Amendment, the “Heartland Purchase Agreement”). | |||||||||||||||||
In connection with the Closing, we acquired substantially all of the assets of Heartland related to and used in an oil re-refinery and, in connection with the collecting, aggregating and purchasing of used lubricating oils and the re-refining of such oils into processed oils and other products for the distribution, supply and sale to end-customers, including raw materials, finished products and work-in-process, equipment and other fixed assets, customer lists and marketing information, the name ‘Heartland’ and other related trade names, Heartland’s real property relating to its used oil refining facility located in Columbus, Ohio, used oil storage and transfer facilities located in Columbus, Zanesville and Norwalk, Ohio (provided that the acquisition of the Norwalk, Ohio location is subject to the terms and conditions of the Second Amendment), and leases related to storage and transfer facilities located in Zanesville, Ohio, Mount Sterling, Kentucky, and Ravenswood, West Virginia (collectively, the “Heartland Assets”) and assumed certain liabilities of Heartland associated with certain assumed and acquired agreements (collectively, the “Acquired Business”). The main assets excluded from the purchased assets pursuant to the Heartland Purchase Agreement were Heartland’s cash and cash equivalents, receivables, certain prepaid expenses, refunds and related claims, rights to certain tax refunds, certain assets used in the operations of Heartland which are used more than incidentally by Heartland’s majority equity owner (Warren Distribution, Inc. (“Warren”)) in connection with the operation of its other businesses and certain real property. | |||||||||||||||||
The acquisition was accounted for under the purchase method of accounting, with the Company identified as the acquirer. Under the purchase method of accounting, the aggregate amount of consideration paid by the Company was allocated to Heartland’s net tangible assets and intangible assets based on their estimated fair values as of December 5, 2014. The transaction resulted in a bargain purchase of $375,000 recognized in net income as an acquisition-date gain. The Heartland purchase qualifies as a bargain purchase since the acquisition date amounts of the identifiable net asset acquired, excluding goodwill ($12,382,000), exceed the value of the consideration transferred ($12,007,000). The difference of $375,000 is a gain as of the acquisition date. The bargain purchase resulted from the financial distress that Heartland was in due to the large amount of debt held by Heartland and the unexpected decrease in crack spreads that made the debt level overbearing. The Company retained an independent third party to assist management in determining the fair value of tangible and intangible assets transferred and liabilities assumed. The allocation of the purchase price is based on the best estimates of management. | |||||||||||||||||
Additionally, as described below, an Inventory True-Up is to occur 60 days after Closing which may either increase or decrease the purchase price paid by the Company in connection with the difference between the expected inventory delivered and actual inventory delivered by Heartland at closing. | |||||||||||||||||
The parties agreed that any amount due to Heartland in consideration for inventory on hand which was purchased at Closing, based on a preliminary valuation of such inventory by the parties, would be paid in shares of the Company’s restricted common stock, based on the volume weighted average prices of the Company’s common stock on the NASDAQ Capital Market on the ten (10) trading days (the “VWAP”) immediately prior to closing (the “Inventory Purchase”), which totaled $3.56 (the “Closing VWAP”), provided that the post-closing adjustment which is required to take place 60 days after closing, based on the actual physical inventory delivered at closing, is also payable in shares of restricted common stock (if amounts are payable by the Company in connection with such reconciliation) based on the then VWAP (the “Inventory True-Up”). | |||||||||||||||||
Heartland also has the right pursuant to the terms of the Heartland Purchase Agreement to earn additional earn-out consideration of up to a maximum of $8,276,792, based on total EBITDA related to the Heartland Business during the twelve month period beginning on the first day of the first full calendar month commencing on or after the first anniversary of the closing (the “Earnout Period”), as follows (as applicable, the “Contingent Payment”): | |||||||||||||||||
EBITDA generated during Earnout Period | Contingent Payment Due | ||||||||||||||||
Less than $1,650,000 | $— | ||||||||||||||||
At least $1,650,000 | $4,138,396 | ||||||||||||||||
More than $1,600,000 and less than $3,300,000 | Pro-rated between $4,138,396 and $8,276,792 | ||||||||||||||||
$3,300,000 or more | $8,276,792 | ||||||||||||||||
Any Contingent Payment due is payable 50% in cash and 50% in shares of the Company’s common stock based on the volume-weighted average of the regular session closing prices per share of the Company’s common stock on the NASDAQ Capital Market for the ten (10) consecutive trading days commencing on the trading day immediately following the last day of the Earnout Period and ending on such tenth trading day thereafter. Additionally, the amount of any Contingent Payment is reduced by two-thirds of the cumulative total of required capital expenditures incurred at Heartland’s refining facility in Columbus, Ohio, which are paid or funded by Vertex OH after the Closing, not to exceed $866,667, which capital expenditures are estimated to total $1.3 million in aggregate. | |||||||||||||||||
Notwithstanding the above, the maximum number of shares of common stock to be issued pursuant to the Heartland Purchase Agreement cannot (i) exceed 19.9% of the outstanding shares of common stock outstanding on October 21, 2014, (ii) exceed 19.9% of the combined voting power of the Company on October 21, 2014, or (iii) otherwise exceed such number of shares of common stock that would violate applicable listing rules of the NASDAQ Stock Market in the event the Company’s stockholders do not approve the issuance of such shares (the “Share Cap”). In the event the number of shares to be issued under the Heartland Purchase Agreement exceeds the Share Cap, then Vertex OH is required to instead pay any such additional consideration in cash or obtain the approval of the Company’s stockholders under applicable rules and requirements of the NASDAQ Capital Market for the additional issuance of shares. | |||||||||||||||||
Additionally, we are required to file a registration statement within 135 days of the Closing registering at least 1,189,637 shares of the Company’s common stock and use commercially reasonable efforts to obtain effectiveness of the registration statement within 30 days of the filing date if the SEC does not review the registration statement or within 105 days of the filing date if the SEC does review the registration statement filing, which registration statement was timely and became effective within the required time period. Pursuant to the Heartland Purchase Agreement, Heartland agreed to not sell more than 50,000 shares of the Company’s common stock each week, if otherwise permitted pursuant to applicable law and regulation. Following the Third Amendment, the parties agreed to extend the date that we are required to file a registration statement to register shares of common stock issued by us to Heartland in connection with the closing of the Asset Purchase Agreement to within 135 days of the closing (which date was previously 90 days from the closing) and that we are required to use commercially reasonable efforts to obtain effectiveness of the registration statement within 30 days of the filing date if the Securities and Exchange Commission (“SEC”) does not review the registration statement or within 105 days of the filing date if the SEC does review the registration statement filing. | |||||||||||||||||
The following information summarizes the allocation of the fair values assigned to the assets at the purchase date: | |||||||||||||||||
Inventory | $ | 2,248,000 | |||||||||||||||
Property, plant and equipment | 7,543,000 | ||||||||||||||||
Customer relationships | 352,000 | ||||||||||||||||
Vendor relationships | 1,876,000 | ||||||||||||||||
Tradename | 363,000 | ||||||||||||||||
Total identifiable net assets | $ | 12,382,000 | |||||||||||||||
Gain on purchase | (375,000 | ) | |||||||||||||||
Total purchase price | $ | 12,007,000 | |||||||||||||||
The Company incurred $464,139 in costs associated with the Heartland acquisition. These included legal, accounting, environmental and investment banking. | |||||||||||||||||
The following table summarizes the cost of amortizable intangible assets related to the Heartland acquisition: | |||||||||||||||||
Estimated Cost | Useful life | ||||||||||||||||
(years) | |||||||||||||||||
Customer relations | $ | 352,000 | 9 | ||||||||||||||
Vendor relationships | 1,876,000 | 10 | |||||||||||||||
Tradename | 363,000 | 15 | |||||||||||||||
Total | $ | 2,591,000 | |||||||||||||||
The results of Heartland are included in the consolidated financial statements subsequent to May 2, 2014. The following schedule contains pro-forma consolidated results of operations for the years ended December 31, 2014 and 2013 as if the acquisition occurred on January 1, 2013. The pro forma results of operations are presented for informational purposes only and are not indicative of the results of operations that would have been achieved if the acquisition had taken place on January 1, 2013 or of results that may occur in the future (amounts in thousands other than earnings per share): | |||||||||||||||||
Twelve Months Ended December | |||||||||||||||||
2014 | 2013 | ||||||||||||||||
As Reported | Pro Forma | As Reported | Pro Forma | ||||||||||||||
Revenue | $ | 258,904,867 | $ | 285,858,265 | $ | 161,967,252 | $ | 193,815,354 | |||||||||
Income (loss) from operations | (10,494,621 | ) | (15,458,159 | ) | 7,051,203 | 2,067,549 | |||||||||||
Net Income (loss) | (5,871,642 | ) | (50,992,328 | ) | 8,311,432 | 1,338,672 | |||||||||||
Net (loss) attributable to non-controlling interests | 325,399 | 325,399 | (431,962 | ) | (431,962 | ) | |||||||||||
Net income (loss) attributable to Vertex Energy, Inc. | $ | (5,546,243 | ) | $ | (50,666,929 | ) | $ | 7,879,470 | $ | 906,710 | |||||||
Earnings (loss) per common share-Basic | $ | (0.23 | ) | $ | (2.13 | ) | $ | 0.44 | $ | 0.02 | |||||||
Earnings (loss) per common share-Diluted | $ | (0.23 | ) | $ | (2.13 | ) | $ | 0.39 | $ | 0.04 | |||||||
CONTINGENT_CONSIDERATION
CONTINGENT CONSIDERATION | 12 Months Ended |
Dec. 31, 2014 | |
Contingent Consideration | |
CONTINGENT CONSIDERATION | CONTINGENT CONSIDERATION |
As part of the consideration paid in connection with the acquisition of Vertex LP as discussed in Note 1, if certain earning targets are met, the Company has to pay the seller approximately $2,233,000 annually in 2013, 2014 and 2015. The earn-out targets were not met for 2013 and the earn-out consideration was adjusted accordingly. As of December 31, 2014, it has been determined that the 2014 earnings target will not be met and the contingent consideration has been reduced by $1,555,000, which represents the discounted cash flow for year two. It has also been determined that the 2015 earnings target will not be met and the contingent consideration has been reduced by $1,306,000, which represents 100% of the discounted cash flows for year three. | |
As part of the consideration paid in connection with the acquisition of Omega Refining (see Note 18), the Company has agreed to pay the seller additional earn-out consideration in the event that certain EBITDA targets are met (a) during any twelve month period during the eighteen month period commencing on the first day of the first full calendar month following the May 2, 2014 initial closing date (which targets begin at $8,000,000 of EBITDA during such twelve month period) of up to 470,498 shares of common stock of the Company; and (b) during the calendar year ended December 31, 2015 (which targets begin at $9,000,000 of EBITDA) of up to 770,498 shares of common stock of the Company, in each case subject to adjustment for certain capital expenditures. As of December 31, 2014, the contingent consideration has been evaluated by management and reduced by $2,165,000, which represents 100% of the contingent liability related to the Omega Refining acquisition. | |
As part of the consideration paid in connection with the acquisition of 51% of E-Source, if certain targets are met, the Company has to pay the seller approximately $260,000 annually in 2014, 2015, 2016 and 2017. The Company has recorded contingent consideration of $748,000, which is the discounted cash flows of the earn-out payments. Of this amount, $136,662 was paid during the three months ended September 30, 2014 and the remaining $611,338 was written off. The write off was triggered because certain terms of the contingent consideration agreement were not met by the acquiree. | |
As part of the consideration paid for Heartland (see Note 18), the Company has agreed to pay the seller additional earn-out consideration of up to a maximum of $8,276,792, based on total EBITDA related to the Heartland Business during the twelve month period beginning on the first day of the first full calendar month commencing on or after the first anniversary of the closing. Any Contingent Payment due is payable 50% in cash and 50% in shares of the Company’s common stock. Additionally, the amount of any Contingent Payment is reduced by two-thirds of the cumulative total of required capital expenditures incurred at Heartland’s refining facility in Columbus, Ohio, which are paid or funded by Vertex OH after the Closing, not to exceed $866,667, which capital expenditures are estimated to total $1.3 million in aggregate. |
SEGMENT_REPORTING
SEGMENT REPORTING | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Segment Reporting [Abstract] | |||||||||||||||||
SEGMENT REPORTING | SEGMENT REPORTING | ||||||||||||||||
The Company’s reportable segments include the Black Oil, Refining & Marketing and Recovery divisions. Segment information for the years ended December 31, 2014 , 2013 and 2012, are as follows: | |||||||||||||||||
YEAR ENDED DECEMBER 31, 2014 | |||||||||||||||||
Black Oil | Refining & Marketing | Recovery | Total | ||||||||||||||
Revenues | $ | 170,912,949 | $ | 72,695,922 | $ | 15,295,996 | $ | 258,904,867 | |||||||||
Net loss from operations | $ | (6,524,843 | ) | $ | (318,107 | ) | $ | (3,651,671 | ) | $ | (10,494,621 | ) | |||||
Total Assets | $ | 122,691,362 | $ | 4,471,858 | $ | 6,659,011 | $ | 133,822,231 | |||||||||
YEAR ENDED DECEMBER 31, 2013 | |||||||||||||||||
Black Oil | Refining & Marketing | Recovery | Total | ||||||||||||||
Revenues | $ | 89,120,218 | $ | 55,729,434 | $ | 17,117,600 | $ | 161,967,252 | |||||||||
Net income from operations | $ | 1,057,254 | $ | 3,044,773 | $ | 2,949,176 | $ | 7,051,203 | |||||||||
Total Assets | $ | 48,172,680 | $ | 8,817,544 | $ | 7,556,132 | $ | 64,546,356 | |||||||||
YEAR ENDED DECEMBER 31, 2012 | |||||||||||||||||
Black Oil | Refining & Marketing | Recovery | Total | ||||||||||||||
Revenues | $ | 89,132,373 | $ | 44,335,551 | $ | 1,105,319 | $ | 134,573,243 | |||||||||
Net income (loss) from operations | $ | (764,246 | ) | $ | 3,162,150 | $ | (6,654 | ) | $ | 2,391,250 | |||||||
Total Assets | $ | 44,581,361 | $ | 4,254,082 | $ | 266,934 | $ | 49,102,377 | |||||||||
SUBSEQUENT_EVENTS
SUBSEQUENT EVENTS | 12 Months Ended | |
Dec. 31, 2014 | ||
Subsequent Events [Abstract] | ||
SUBSEQUENT EVENTS | SUBSEQUENT EVENTS | |
In February 2015, a holder of Series A Convertible Preferred Stock of the Company converted 17,476 shares of our Series A Convertible Preferred Stock into 17,476 shares of our common stock. | ||
On January 7, 2015, Vertex Refining NV, LLC ("Vertex NV"), an indirect wholly-owned subsidiary of the Company entered into a First Amendment to Secured Promissory Note (the "First Amendment") with Omega Refining, LLC ("Omega Refining") and Bango Refining NV, LLC ("Bango Refining" and together with Omega Refining, "Omega"). The First Amendment amended that certain Secured Promissory Note dated May 2, 2014 in the original principal amount of $13,858,067 pursuant to which Omega was the borrower and Vertex NV was the lender (the "Secured Note") to allow for an increase in the amount of such Secured Note to permit an outstanding principal balance of up to $14,358,067. Omega originally entered into the Secured Note to evidence amounts to be loaned by Vertex NV to Omega pursuant to the terms and conditions of that certain Asset Purchase Agreement entered into on March 17, 2014 (as amended to date, the "Asset Purchase Agreement"), by and among the Company, certain of the Company's wholly-owned subsidiaries, Omega and Omega Holdings Company LLC, as previously disclosed in the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on May 6, 2014. | ||
The $500,000 increase in the principal amount of the Secured Note was in connection with an additional advance by Vertex NV to Omega of $500,000 on January 14, 2015, a $500,000 reduction in the amount of permitted used motor oil inventory deferral by Omega under the terms of the Secured Note and the commitment of Vertex NV to make an additional advance of $500,000 to Omega (less, in the option of Vertex NV, amounts then owed by Omega to Vertex Operating under a previously entered into tolling agreement) on January 31, 2015. | ||
Pursuant to the Heartland Asset Purchase Agreement (see Note 18). In March, 2015, the parties agreed to a true up of the inventory of the Acquired Business sixty days after the Closing (February 3, 2015). Pursuant to the true up, any additional amount owed by the Company to Heartland for inventory at Closing (less amounts already paid for at Closing) was to be paid in shares of the Company's restricted common stock, based on the volume weighted average prices of the Company's common stock on the NASDAQ Capital Market on the ten (10) trading days immediately prior to Closing, which totaled $3.56. An aggregate of an additional $200,000 was owed to Heartland in connection with the inventory true-up and as such, we are required to issue Heartland an additional 56,180 shares of restricted common stock ($200,000 divided by $3.56), which shares we anticipate issuing shortly after the date of this filing. | ||
Second Amendment to Credit and Guaranty Agreement | ||
On March 26, 2015, we, Vertex Operating, and substantially all of our other subsidiaries (other than E-Source Holdings, LLC (“E-Source”), Goldman Sachs Specialty Lending Holdings, Inc. (“Lender”) and Goldman Sachs Bank USA, as Administrative Agent and Collateral Agent for Lender (“Agent”), entered into a Second Amendment to Credit and Guaranty Agreement (the “Second Amendment”). The Second Amendment amended that certain Credit and Guaranty Agreement entered into between the parties dated as of May 2, 2014 and amended by the First Amendment to Credit and Guaranty Agreement entered into on December 5, 2014 (the “First Amendment” and the Credit and Guaranty Agreement as amended and modified by the First Amendment and Second Amendment, the “Credit Agreement”). | ||
As described above, the Company, various events of default had occurred and were continuing under the Credit Agreement and the parties entered into the Second Amendment to among other things, provide for the waiver of the prior defaults and to restructure certain covenants and other financial requirements of the Credit and to allow for our entry into the MidCap Loan Agreement (defined and described below). | ||
The amendments to the Credit Agreement effected by the Second Amendment include, but are not limited to: | ||
• | Effecting various amendments to the Credit Agreement to substitute the name of MidCap Business Credit, LLC and the MidCap Loan Agreement (as described below) in place of Bank of America, NA (“BOA”), and the Company’s prior Credit Agreement with BOA. | |
• | Increasing the interest rate of certain outstanding loans made under the terms of the Credit Agreement by up to 2% per annum, based on the leverage ratio of debt to consolidated EBITDA of the Company. | |
• | Changing the calculation dates for certain fixed charge ratios required to be calculated pursuant to the terms of the Credit Agreement. | |
• | Changing how certain debt leverage ratios are calculated under the terms of the Credit Agreement. | |
• | Increasing the additional default interest payable upon the occurrence of an event of default under the Credit Agreement to 4% per annum (compared to 2% per annum for all other defaults) above the then applicable interest rate in the event we fail to make the Required Prepayment (as defined below). | |
• | Providing that no quarterly amortization payments would be due under the terms of the Credit Agreement for the quarters ended March 31, 2015 and June 30, 2015 (previously amortization payments of $800,000 per quarter were due for both such quarters). | |
• | Providing that we are not required to meet certain debt and leverage covenants for certain periods of fiscal 2015. | |
• | Requiring that we raise at least $9.1 million by June 30, 2015 through the sale of equity, and that we are required to pay such funds directly to the Lender as a mandatory pre-payment of the amounts outstanding under the Credit Agreement (the “Required Prepayment”). | |
• | Changing certain of the required prepayment terms of the Credit Agreement, which require us to prepay the amounts owed under the Credit Agreement in an amount equal to 100% of the extent total consolidated debt exceeds (x) total consolidated EBITDA (as calculated pursuant to the agreement) multiplied by (y) the maximum debt leverage ratios described in the Credit Agreement, provided that no prepayments in connection with such requirements are required to be made through December 31, 2015. | |
• | Reducing the amount of allowable additional borrowings we can make under other debt agreements and facilities to $7 million in aggregate (including not more than $6 million under the MidCap Loan Agreement through December 31, 2015. | |
• | Changing certain fixed charge, leverage ratios and consolidated EBITDA calculations, definitions, and requirements relating to covenants under the Credit Agreement. | |
• | Changing the required amount of cash on hand and available borrowings under the MidCap Loan Agreement, We, are required to have to at least (a)$750,000 after the date of the Second Amendment and prior to June 30, 2015, (b) $1.5 million at any time after June 30, 2015 and prior to December 31, 2015, (c) $2 million at any time after December 31, 2015 and prior to June 30, 2016, (d) $2.5 million at any time after June 30, 2016 and prior to December 31, 2016, and (e) $3 million at any time after December 31, 2016. | |
The Lender also waived all of the prior defaults which the Lender had provided the Company notice of previously (which were all of the known defaults that existed at the time of the parties’ entry into the Second Amendment) and the Company and its subsidiaries provided a release in favor of the Lender and its representatives and assigns. We also agreed to pay the Agent a fee of $50,000 per year (including paid upon our entry into the Second Amendment) as an administration fee; and pay the Agent certain prepayment fees in the event we prepay amounts outstanding under the Credit Agreement prior to March 26, 2018, provided no prepayment fee is due in connection with the Required Payment or certain other mandatory prepayments required under the terms of the Credit Agreement, subject to certain exceptions. | ||
As additional consideration for the Lender agreeing to the terms of the Second Amendment, we granted Goldman, Sachs & Co., an affiliate of the Lender (such initial holder and its assigns, if any, the “Holder”) a warrant to purchase 1,766,874 shares of our common stock which was evidenced by a Common Stock Purchase Warrant (the “Lender Warrant”). The Lender Warrant expires on March 26, 2022 and has an exercise price equal to the lower of (x) $3.395828553 per share; and (y) the lowest price per share at which we issue any common stock (or sets an exercise price for the purchase of common stock) between the date of our entry into the Lender Warrant and June 30, 2015. The Lender Warrant can be exercised by the Holder at any time after September 1, 2015, including pursuant to a cashless exercise. The Lender Warrant contains standard adjustment provisions in the event of stock splits, combinations, rights offerings, combinations and similar transactions. We are required to provide the Holder notice of certain corporate actions pursuant to the terms of the Lender Warrant. In the event that, prior to June 30, 2015, we prepay the amount owed under the Credit Agreement in an amount greater than $9.1 million (i.e., in an amount greater than the Required Payment) then the number of shares of common stock issuable upon exercise of the Lender Warrant is reduced by the pro rata amount by which the amount prepaid exceeds $9.1 million and is less than $15.1 million, provided that if prior to June 30, 2015 we prepay at least $6 million in addition to the Required Payment (i.e., we prepay at least $15.1 million of the amount owed under the Credit Agreement by June 30, 2015) the Lender Warrant automatically terminates and the Holder has no rights under such Lender Warrant. The Lender Warrant includes piggy-back registration rights (subject to certain exceptions) beginning after September 1, 2015. Additionally, beginning September 1, 2015, the Holder (subject to the terms of the Lender Warrant) can demand that we register the shares of common stock issuable upon exercise of the Lender Warrant in the event the Holder is unable to rely on Rule 144 of the Securities Act of 1933, as amended, which demand rights require that we file and obtain effectiveness of the applicable registration statement within 90 days after such demand (or 120 days after such demand in the event of a “full review” by the Securities and Exchange Commission), provided that if we are unable to meet the deadlines above, we are required to pay to the Holder on the first business day after the 90- or 120-day period, as applicable, and each 30th day thereafter (pro rata for any period of less than 30 days) until the registration statement is effective, an amount of damages equal to one percent (1%) of the exercise price of the Lender Warrant multiplied by the aggregate of (i) the total number of shares of common stock then issuable upon exercise of the Lender Warrant; and (ii) any previously exercised shares not sold by the Holder (the “Warrant Damages”). In the event any registration statement is declared effective and thereafter the Board of Directors determines in good faith that the use of the registration statement should be suspended, and any suspension or suspensions exist for more than 30 days in a row or 45 days in any year, Warrant Damages are payable to the Holder on each 30th day thereafter (pro rata for any period of less than 30 days), provided that no suspension shall continue for more than 90 days without the prior written consent of the Holder. The Lender Warrant also included standard indemnification rights and requirements for us to continue filing reports with the SEC in order for the Holder to use Rule 144 of the Securities Act of 1933, as amended, for the sale of the shares of common stock issuable upon exercise of the Lender Warrant. | ||
MidCap Loan Agreement | ||
Effective March 27, 2015, the Company, Vertex Operating and all of the Company’s other subsidiaries other than E-Source and Golden State Lubricants Works, LLC “Golden State”, entered into a Loan and Security Agreement with MidCap Business Credit LLC (“MidCap” and the “MidCap Loan Agreement”). Pursuant to the MidCap Loan Agreement, MidCap agreed to loan us up to the lesser of (i) $7 million; and (ii) 85% of the amount of accounts receivable due to us which meet certain requirements set forth in the MidCap Loan Agreement (“Qualified Accounts”), plus the lesser of (y) $3 million and (z) 50% of the cost or market value, whichever is lower, of our raw material and finished goods which have not yet been sold, subject to the terms and conditions of the MidCap Loan Agreement (“Eligible Inventory”), minus any amount which MidCap may require from time to time in order to over secure amounts owed to MidCap under the MidCap Loan Agreement, as long as no event of default has occurred or is continuing under the terms of the MidCap Loan Agreement. The requirement of MidCap to make loans under the MidCap Loan Agreement is subject to certain standard conditions and requirements. | ||
Notwithstanding the above, the parties agreed that until such time as (i) we raise funds sufficient to pay the Required Payment (defined above), or (ii) we enter into an amendment with the Lender to remove the requirement that we make the Required Payment, the advance rate against Qualified Accounts is reduced to 53% (compared to 85% after such date) and the advance rate against Eligible Inventory is reduced to 31% (compared to 50% after such date). Additionally, the advance rate against Qualified Accounts is reduced by 1% for each percentage point by which the following calculation, expressed as a percentage, exceeds 3%: (a) actual bad debt write-downs, discounts, advertising allowances, credits, or other dilutive items, divided by (b) gross sales (excluding non-recurring items), for any applicable period as determined by MidCap. | ||
Effective on the closing date of the MidCap Loan Agreement, MidCap loaned us $500,000, and has loaned us a total of $1,350,000 as of the date of this filing. | ||
We are required to make immediate pre-payments of outstanding principal owed under the MidCap Note in the amount certain thresholds are exceeded as set forth in the MidCap Loan Agreement. We are also required to provide MidCap certain monthly reports and accountings. | ||
We agreed to pay MidCap certain fees in connection with the MidCap Loan Agreement including (a) a non-refundable fee equal to 0.75% of the $7 million credit limit ($52,500), which was due upon our entry into the MidCap Loan Agreement, and is due on each anniversary thereafter; (b) reimbursement for MidCap’s audit fees incurred from time to time; a collateral monitoring charge of 0.20% of the greater of the average outstanding balance of the MidCap Note (as defined below) at the end of each month or $3 million; (c) a fee equal to 0.75% of the difference between the credit limit of $7 million and the greater of (i) the amount actually borrowed, and (ii) $3 million, as calculated in the MidCap Loan Agreement, payable monthly in arrears and added to the balance of the MidCap Note; and (d) a one-time placement fee equal to 0.50% of the $7 million credit limit which we paid upon our entry into the MidCap Loan Agreement. The MidCap Loan Agreement contains customary representations, warranties, covenants for facilities of similar nature and size as the MidCap Loan Agreement, and requirements for the Company to indemnify MidCap for certain losses. The Credit Agreement also includes various covenants (positive and negative), binding the Company and its subsidiaries, including not permitting the availability for loans under the MidCap Loan Agreement to ever be less than 10% of the credit limit ($700,000); prohibiting us from creating liens on any collateral pledged under the MidCap Loan Agreement, subject to certain exceptions; and prohibiting us from paying any dividends on capital stock, advancing any money to any person, guarantying any debt, creating any indebtedness, and entering into any transactions with affiliates on terms more favorable than those of an arms-length third party transaction. | ||
The MidCap Loan Agreement includes customary events of default for facilities of a similar nature and size as the MidCap Loan Agreement, including the occurrence of any event resulting in the principal amount of any indebtedness in excess of $250,000 from any lender other than MidCap to be accelerated or to provide the right of such lender to accelerate such date; the judgment against us in the amount of $250,000 which is not satisfied or appealed within 30 days; any event, transaction or occurrence as a result of which Benjamin P. Cowart is not for any reason actively engaged in the day-to-day management of the Company and its subsidiaries, unless (A) an interim successor reasonably acceptable to MidCap is appointed within 10 days, and (B) a permanent successor reasonably acceptable to MidCap is appointed within 60 days; a change of control of the Company occurs (as defined and described in the MidCap Loan Agreement); the occurrence of any uninsured loss, theft, damage or destruction to any material asset(s) of us or our subsidiaries; and if the Company, its subsidiaries or their senior officers is criminally indicted or convicted for (A) a felony committed in the conduct of our business, or (B) any state or federal law (including the Controlled Substances Act, Money Laundering Control Act of 1986 and Illegal Exportation of War Materials Act) that could lead to forfeiture of any material property or any collateral of the Company. Upon the occurrence of an event of default, MidCap can declare all amounts due to MidCap immediately due and payable, charge us default interest, which is equal to 3% per annum above the then applicable interest rate in effect, and MidCap can take action to enforce its security interests over the collateral provided for in the MidCap Loan Agreement. | ||
The MidCap Loan Agreement continues in effect until the second anniversary of the parties’ entry into the Agreement, subject to right of the parties, subject to mutual agreement, to extend such rights and agreement, provided that we have the right to terminate the MidCap Loan Agreement at any time with 60 days prior written notice. In the event we desire to terminate the MidCap Loan Agreement we are required to pay MidCap a termination fee of $70,000, subject to certain exceptions in the MidCap Loan Agreement. We also have the right to terminate the agreement without providing 60 days’ prior notice as long as we pay MidCap the equivalent amount of interest which would have been due (as calculated in the MidCap Loan Agreement) for such 60 day period, along with the $70,000 termination fee. In the event the MidCap Loan Agreement is terminated by MidCap upon the occurrence of an event of default, we are required to pay MidCap a fee of $70,000 upon such termination. | ||
We also entered into a Revolving Note (the “MidCap Note”) to evidence amounts borrowed from MidCap from time to time under the MidCap Loan Agreement. Interest on the MidCap Note accrues at a fluctuating rate equal to the aggregate of: (x) the prime rate then effect, and (y) 1.75% per annum, or at such other rate mutually agreed on from time to time by the parties, based upon the greater of (i) any balance owing under the MidCap Note at the close of each day; or (ii) a minimum assumed average daily loan balance of $3 million. Interest is payable in arrears, on the first day of each month that amounts are outstanding under the MidCap Note. | ||
We and each of our subsidiaries subject to the MidCap Loan Agreement are jointly and severally liable for the repayment of amounts owed under the MidCap Note. Pursuant to the MidCap Loan Agreement, we granted MidCap a security interest in substantially all of our assets and provided MidCap junior mortgages on all real estate which we own, subject to the first priority mortgages of the Lender. Finally, MidCap and the Lender entered into an Intercreditor Agreement, which governs which of the lenders have first and second priority security interests over our assets which are pledged as collateral in order to secure repayment of the amounts owed pursuant to the Credit Agreement and MidCap Loan Agreement. | ||
On January 7, 2015 the E-Source entered into a loan agreement with Texas Citizens Bank to consolidate various smaller debt obligations (see note 12, various E-Source debt). The loan Agreement provides a term note in the amount of $2,201,372 that matures on January 7, 2020. Borrowings bears a fixed interest rate of 5.5% per annum and interest will be calculated from the date of each advance until repayment in full or maturity. The loan has 59 scheduled monthly payments of $42,126 which includes principal and interest. The loan is collateralized by all E-Source assets. |
SUMMARY_OF_SIGNIFICANT_ACCOUNT1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended | |
Dec. 31, 2014 | ||
Accounting Policies [Abstract] | ||
Principles of consolidation | Principles of consolidation | |
The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. The subsidiaries are as follows: | ||
• | 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 third-party 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 collections 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, San Antonio and Corpus Christi, Texas. | |
• | E-Source Holdings, LLC (“E-Source”) provides dismantling and demolition services at industrial facilities throughout the Gulf Coast. | |
• | Vertex Refining, LA, LLC is a used oil re refinery based in Marrero, Louisiana and also has assets in Bell Chase, Louisiana. | |
• | Vertex Refining, NV, LLC is a base oil marketing and distribution company with customers throughout the United States. | |
• | Golden State Lubricant Works operates an oil storage and blend facility based in Bakersfield, California. | |
• | Vertex Refining, OH, LLC collects and re refines used oil and residual materials from customers throughout the Midwest. Refinery operations are based in Columbus, Ohio and has collection branches located in Norwalk, Ohio Zanesville, Ohio, Ravenswood, West Virginia, and Mt. Sterling, Kentucky. | |
Cash and cash equivalents | Cash and cash equivalents | |
For purposes of the statement of cash flows, the Company considers all short-term investments purchased with original maturities of three months or less at the date of purchase to be cash equivalents. | ||
Accounts receivable | Accounts receivable | |
Accounts receivable represents amounts due from customers. Accounts receivable are recorded at invoiced amounts, net of reserves and allowances, and do not bear interest. The Company uses its best estimate to determine the required allowance for doubtful accounts based on a variety of factors, including the length of time receivables are past due, economic trends and conditions affecting its customer base, significant one-time events and historical write-off experience. Specific provisions are recorded for individual receivables when we become aware of a customer’s inability to meet its financial obligations. The Company reviews the adequacy of its reserves and allowances quarterly. | ||
Receivable balances greater than 30 days past due are individually reviewed for collectability and if deemed uncollectible, are charged off against the allowance accounts after all means of collection have been exhausted and the potential for recovery is considered remote. | ||
Inventory | Inventory | |
Inventories of products consist of feedstocks and refined petroleum products and are reported at the lower of cost or market. Cost is determined using the first-in, first-out (“FIFO”) method. | ||
Fixed assets | Fixed assets | |
Fixed assets are stated at historical costs. Depreciation of fixed assets placed in operations is provided using the straight-line method over the estimated useful lives of the assets. The policy of the Company is to charge amounts for maintenance and repairs to expenses, and to capitalize expenditures for major replacements and betterments. | ||
Intangible assets | 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. | ||
Goodwill | Goodwill | |
Goodwill represents the excess of the cost of businesses acquired over the fair value of their net assets at the dates of acquisition. Goodwill is reviewed at least annually to assess the carrying value of goodwill associated with each of its distinct business units that comprise its business segments of the Company to determine if impairment in value has occurred. | ||
Revenue recognition | Revenue recognition | |
Revenue for each of the Company’s divisions is recognized when persuasive evidence of an arrangement exists, goods are delivered, sales price is determinable, and collection is reasonably assured. Revenue is recognized upon delivery by truck and railcar of feedstock to its re-refining customers and upon product leaving the Company’s terminal facilities and third party processing facility via barge. Revenue is also recognized as recovered scrap materials are sold and projects are completed. | ||
Leases | Leases | |
The Company recognizes lease expense on a straight-line basis over the minimum lease terms which expire at various dates through 2032. These leases are for office and storage tank facilities and are classified as operating leases. For leases that contain predetermined, fixed escalations of the minimum rentals, the Company recognizes the rent expense on a straight-line basis and records the difference between the rent expense and the rental amount payable in liabilities. Leasehold improvements made at the inception of the lease are amortized over the shorter of the asset life or the initial lease terms as described above. Leasehold improvements made during the lease term are also amortized over the shorter of the assets life or the remaining lease term. | ||
For capital leases assumed as a result of an acquisition, the leased assets owned by the acquiree and financed through a capital lease are measured separately, at fair value, from the underlying lease to which they are subject. The present value of the lease is then calculated using the lease terms and implicit interest rate. For operating leases assumed as a result of an acquisition, the lease terms are measured, at acquisition date, to determine if the terms are favorable or unfavorable when compared to a comparable market lease with similar terms. | ||
Business Combinations | Business Combinations | |
The Company accounts for business combinations using the acquisition method of accounting. The results of operations for the acquired entities are included in the company’s consolidated financial results from their associated acquisition dates. The Company allocates the purchase price of acquisitions to the tangible assets, liabilities, and identifiable intangible assets acquired based on their estimated fair values. A portion of purchase price for 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 has been recorded as goodwill. If the purchase price is under the fair value of the identified assets and liabilities, a bargain purchase is recognized and included in income from continuing operations. | ||
Fair value of financial instruments | Fair value of financial instruments | |
Under the Financial Accounting Standards Board Accounting Standards Codification (“FASB ASC”), we are permitted to elect to measure financial instruments and certain other items at fair value, with the change in fair value recorded in earnings. We elected not to measure any eligible items using the fair value option. Consistent with the Fair Value Measurement Topic of the FASB ASC, we implemented guidelines relating to the disclosure of our 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 and accounts payable to related party amounts approximate their fair values due to the immediate or short-term maturities of these financial instruments. We do not have any financial instruments for which estimates of fair value disclosures utilize Level 2 and 3 inputs. | ||
Use of estimates | Use of estimates | |
These consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States. Certain amounts included in or affecting the financial statements and related disclosures must be estimated by management, requiring certain assumptions with respect to values or conditions which cannot be known with certainty at the time the financial statements are prepared. These estimates and assumptions affect the amounts reported for assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements. 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. | ||
Impairment of long-lived assets | Impairment of long-lived assets | |
The Company evaluates the carrying value and recoverability of its long-lived assets when circumstances warrant such evaluation by applying the provisions of the FASB ASC regarding long-lived assets. It requires that long-lived assets be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable through the estimated undiscounted cash flows expected to result from the use and eventual disposition of the assets. Whenever any such impairment exists, an impairment loss will be recognized for the amount by which the carrying value exceeds the fair value. The Company has determined that no impairment existed for the years ended December 2014 and 2013. | ||
Income taxes | Income Taxes | |
The Company accounts for income taxes in accordance with the FASB ASC Topic 740. The Company records a valuation allowance against net deferred tax assets if, based upon the available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income and when temporary differences become deductible. The Company considers, among other available information, uncertainties surrounding the recoverability of deferred tax assets, scheduled reversals of deferred tax liabilities, projected future taxable income, and other matters in making this assessment. | ||
As part of the process of preparing its consolidated financial statements, the Company is required to estimate its income taxes in each of the jurisdictions in which it operates. This process requires the Company to estimate its actual current tax liability and to assess temporary differences resulting from differing book versus tax treatment of items, such as deferred revenue, compensation and benefits expense and depreciation. These temporary differences result in deferred tax assets and liabilities, which are included within the Company’s consolidated statements of financial condition. 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. 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. Furthermore, the Company’s interpretation of complex tax laws may impact its recognition and measurement of current and deferred income taxes. | ||
Stock based compensation | Stock based compensation | |
The Company accounts for share-based expense and activity in accordance with FASB ASC Topic 718, which establishes accounting for equity instruments exchanged for services. Under this provision, share-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 | |
Diluted net income (loss) per share is computed by dividing the net income (loss) attributable to common shareholders by the weighted average number of common and common equivalent shares outstanding during the period. Common share equivalents included in the diluted computation represent shares issuable upon assumed exercise of stock options and warrants using the treasury stock and “if converted” method. For periods in which net losses are incurred, weighted average shares outstanding is the same for basic and diluted loss per share calculations, as the inclusion of common share equivalents would have an anti-dilutive effect. | ||
CONCENTRATIONS_SIGNIFICANT_CUS1
CONCENTRATIONS, SIGNIFICANT CUSTOMERS, COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended | ||||||||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||||||||
Concentrations, Significant Customers, Commitments And Contingencies Disclosure [Abstract] | |||||||||||||||||||||||||||
Schedule of Concentrations | At December 31, 2014, 2013, and 2012 and for the years then ended, the Company’s revenues and receivables were comprised of the following customer concentrations: | ||||||||||||||||||||||||||
2014 | 2013 | 2012 | |||||||||||||||||||||||||
% of | % of | % of | % of | % of | % of | ||||||||||||||||||||||
Revenues | Receivables | Revenues | Receivables | Revenues | Receivables | ||||||||||||||||||||||
Customer 1 | 23% | 7% | 4% | 23% | —% | —% | |||||||||||||||||||||
Customer 2 | 16% | 16% | —% | —% | —% | —% | |||||||||||||||||||||
Customer 3 | 12% | 10% | 40% | 21% | 25% | 54% | |||||||||||||||||||||
Customer 4 | 10% | 10% | 10% | —% | —% | —% | |||||||||||||||||||||
Customer 5 | 7% | 9% | 8% | 20% | 12% | 15% | |||||||||||||||||||||
Customer 6 | 1% | —% | —% | —% | 31% | —% | |||||||||||||||||||||
Customer 7 | —% | —% | 9% | —% | 13% | —% | |||||||||||||||||||||
Schedule of Segment Revenues | At December 31, 2014, 2013, and 2012 and the years then ended, the Company's segment revenues were comprised of the following customer concentrations: | ||||||||||||||||||||||||||
% of Revenue by Segment 2014 | % of Revenue by Segment 2013 | % of Revenue by Segment 2012 | |||||||||||||||||||||||||
Black Oil | Refining | Recovery | Black Oil | Refining | Recovery | Black Oil | Refining | Recovery | |||||||||||||||||||
Customer 1 | 99 | % | — | % | 1 | % | 88 | % | 12 | % | — | % | — | % | — | % | — | % | |||||||||
Customer 2 | 100 | % | — | % | — | % | — | % | — | % | — | % | — | % | — | % | — | % | |||||||||
Customer 3 | 11 | % | 89 | % | — | % | 31 | % | 69 | % | — | % | 36 | % | 64 | % | — | % | |||||||||
Customer 4 | — | % | 100 | % | — | % | — | % | 100 | % | — | % | — | % | — | % | — | % | |||||||||
Customer 5 | — | % | 100 | % | — | % | — | % | 100 | % | — | % | — | % | 100 | % | — | % | |||||||||
Customer 6 | 100 | % | — | % | — | % | — | % | — | % | — | % | — | % | 100 | % | — | % | |||||||||
Customer 7 | — | % | — | % | — | % | 63 | % | 37 | % | — | % | 1 | % | 99 | % | — | % | |||||||||
Customer 8 | — | % | — | % | — | % | — | % | 100 | % | — | % | — | % | 100 | % | — | % | |||||||||
The Company’s reportable segments include the Black Oil, Refining & Marketing and Recovery divisions. Segment information for the years ended December 31, 2014 , 2013 and 2012, are as follows: | |||||||||||||||||||||||||||
YEAR ENDED DECEMBER 31, 2014 | |||||||||||||||||||||||||||
Black Oil | Refining & Marketing | Recovery | Total | ||||||||||||||||||||||||
Revenues | $ | 170,912,949 | $ | 72,695,922 | $ | 15,295,996 | $ | 258,904,867 | |||||||||||||||||||
Net loss from operations | $ | (6,524,843 | ) | $ | (318,107 | ) | $ | (3,651,671 | ) | $ | (10,494,621 | ) | |||||||||||||||
Total Assets | $ | 122,691,362 | $ | 4,471,858 | $ | 6,659,011 | $ | 133,822,231 | |||||||||||||||||||
YEAR ENDED DECEMBER 31, 2013 | |||||||||||||||||||||||||||
Black Oil | Refining & Marketing | Recovery | Total | ||||||||||||||||||||||||
Revenues | $ | 89,120,218 | $ | 55,729,434 | $ | 17,117,600 | $ | 161,967,252 | |||||||||||||||||||
Net income from operations | $ | 1,057,254 | $ | 3,044,773 | $ | 2,949,176 | $ | 7,051,203 | |||||||||||||||||||
Total Assets | $ | 48,172,680 | $ | 8,817,544 | $ | 7,556,132 | $ | 64,546,356 | |||||||||||||||||||
YEAR ENDED DECEMBER 31, 2012 | |||||||||||||||||||||||||||
Black Oil | Refining & Marketing | Recovery | Total | ||||||||||||||||||||||||
Revenues | $ | 89,132,373 | $ | 44,335,551 | $ | 1,105,319 | $ | 134,573,243 | |||||||||||||||||||
Net income (loss) from operations | $ | (764,246 | ) | $ | 3,162,150 | $ | (6,654 | ) | $ | 2,391,250 | |||||||||||||||||
Total Assets | $ | 44,581,361 | $ | 4,254,082 | $ | 266,934 | $ | 49,102,377 | |||||||||||||||||||
Schedule of Operating Leases Rent Expense | Total rent expense for all operating leases for 2014, 2013, and 2012 is summarized as follows: | ||||||||||||||||||||||||||
2014 | 2013 | 2012 | |||||||||||||||||||||||||
Related party leases | $ | 45,000 | $ | 10,500 | $ | 629,904 | |||||||||||||||||||||
Office leases | 575,219 | 466,415 | 100,405 | ||||||||||||||||||||||||
Plant Leases | 3,142,400 | — | — | ||||||||||||||||||||||||
Vehicle leases | 425,026 | 375,646 | 33,012 | ||||||||||||||||||||||||
$ | 4,187,645 | $ | 852,561 | $ | 763,321 | ||||||||||||||||||||||
Schedule of Future Minimum Operating Lease Commitments | Minimum future lease commitments as of December 31, 2014, are summarized as follows: | ||||||||||||||||||||||||||
Year ending December 31 | Related Party | Office Facilities | Vehicles | Plant Leases | Total | ||||||||||||||||||||||
2015 | $ | 45,000 | $ | 575,219 | $ | 400,276 | $ | 4,713,600 | $ | 5,734,095 | |||||||||||||||||
2016 | 60,000 | 453,154 | 454,301 | 4,713,600 | 5,681,055 | ||||||||||||||||||||||
2017 | 50,000 | 414,932 | 175,216 | 3,825,400 | 4,465,548 | ||||||||||||||||||||||
2018 | 50,000 | 312,466 | 57,710 | 1,132,000 | 1,552,176 | ||||||||||||||||||||||
2019 | — | 300,000 | — | — | 300,000 | ||||||||||||||||||||||
Thereafter | — | 4,175,000 | — | — | 4,175,000 | ||||||||||||||||||||||
$ | 205,000 | $ | 6,230,771 | $ | 1,087,503 | $ | 14,384,600 | $ | 21,907,874 | ||||||||||||||||||
FIXED_ASSETS_NET_Tables
FIXED ASSETS, NET (Tables) | 12 Months Ended | ||||||||||
Dec. 31, 2014 | |||||||||||
Property, Plant and Equipment [Abstract] | |||||||||||
Schedule of Fixed Assets | Fixed assets consist of the following: | ||||||||||
Useful Life | 31-Dec-14 | 31-Dec-13 | |||||||||
(in years) | |||||||||||
Equipment | 20-Jul | $ | 32,533,022 | $ | 7,372,306 | ||||||
Furniture and fixtures | 7 | 133,824 | 110,926 | ||||||||
Leasehold improvements | 15 | 2,214,266 | 1,894,776 | ||||||||
Office equipment | 5 | 526,353 | 440,260 | ||||||||
Vehicles | 5 | 6,088,769 | 3,548,294 | ||||||||
Construction in progress | 15,870,487 | 1,064,784 | |||||||||
Land | 2,553,000 | 2,013,000 | |||||||||
Total fixed assets | 59,919,721 | 16,444,346 | |||||||||
Less accumulated depreciation | (3,758,373 | ) | (1,353,170 | ) | |||||||
Net fixed assets | $ | 56,161,348 | $ | 15,091,176 | |||||||
GOODWILL_Tables
GOODWILL (Tables) | 12 Months Ended |
Dec. 31, 2014 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | The following table contains consideration paid in excess of the net assets of the Company's acquired, allocated to the respective business segment is as of December 31, 2014: |
INTANGIBLE_ASSETS_NET_Tables
INTANGIBLE ASSETS, NET (Tables) | 12 Months Ended | ||||||||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | |||||||||||||||||||||||||||
Schedule of Intangible Assets | Components of intangible assets (all subject to amortization) consist of the following items: | ||||||||||||||||||||||||||
December 31, 2014 | December 31, 2013 | ||||||||||||||||||||||||||
Useful Life | Gross | Net | Gross | Net | |||||||||||||||||||||||
(in years) | Carrying | Accumulated Amortization | Carrying | Carrying | Accumulated Amortization | Carrying | |||||||||||||||||||||
Amount | Amount | Amount | Amount | ||||||||||||||||||||||||
Customer relations | 8-May | $ | 1,011,000 | $ | 205,742 | $ | 805,258 | $ | 659,000 | $ | 95,625 | $ | 563,375 | ||||||||||||||
Vendor relations | 10 | 6,007,973 | 943,628 | 5,064,345 | 4,131,973 | 514,797 | 3,617,176 | ||||||||||||||||||||
H&H Oil Trademark/Trade name | 16-Jun | 1,219,000 | 129,248 | 1,089,752 | 856,000 | 63,922 | 792,078 | ||||||||||||||||||||
TCEP Technology/Patent | 15 | 13,287,000 | 1,751,645 | 11,535,355 | 11,000,000 | 916,667 | 10,083,333 | ||||||||||||||||||||
Non-compete agreements | 3 | 139,000 | 120,750 | 18,250 | 73,000 | 30,417 | 42,583 | ||||||||||||||||||||
$ | 21,663,973 | $ | 3,151,013 | $ | 18,512,960 | $ | 16,719,973 | $ | 1,621,428 | $ | 15,098,545 | ||||||||||||||||
Schedule of Estimated Future Amortization Expense | Estimated future amortization expense is as follows: | ||||||||||||||||||||||||||
2015 | $ | 1,753,658 | |||||||||||||||||||||||||
2016 | 1,735,408 | ||||||||||||||||||||||||||
2017 | 1,718,257 | ||||||||||||||||||||||||||
2018 | 1,668,808 | ||||||||||||||||||||||||||
2019 | 1,333,635 | ||||||||||||||||||||||||||
Thereafter | 10,303,194 | ||||||||||||||||||||||||||
$ | 18,512,960 | ||||||||||||||||||||||||||
ACCOUNTS_RECEIVABLE_Tables
ACCOUNTS RECEIVABLE (Tables) | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Receivables [Abstract] | |||||
Schedule of Accounts Receivable | Accounts receivable, net, consists of the following at December 31: | ||||
2014 | 2013 | ||||
Accounts receivable | $10,253,663 | $11,714,813 | |||
Allowance for doubtful accounts | -316,715 | — | |||
Accounts receivable, net | $9,936,948 | $11,714,813 |
LINE_OF_CREDIT_AND_LONGTERM_DE1
LINE OF CREDIT AND LONG-TERM DEBT (Tables) | 12 Months Ended | ||||||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||||||
Debt Disclosure [Abstract] | |||||||||||||||||||||||||
Schedule of Outstanding Debt Facilities | Future maturities of long term debt as of December 31, 2014 were as follows: | ||||||||||||||||||||||||
Creditor | Loan Type | Origination Date | Maturity Date | Loan Amount | Balance on December 31, 2014 | ||||||||||||||||||||
Bank of America | Revolving LOC | May, 2014 | May, 2017 | $ | 20,000,000 | $ | — | ||||||||||||||||||
Goldman Sachs USA | Term Loan | May, 2014 | May, 2019 | 40,000,000 | 39,100,000 | ||||||||||||||||||||
Pacific Western Bank | Capital Lease | September, 2012 | August, 2017 | 520,219 | 492,755 | ||||||||||||||||||||
Various institutions | Various | Various | Various | 2,690,677 | 2,267,193 | ||||||||||||||||||||
E-Source note | Note | January, 2014 | December, 2014 | 854,050 | 145,344 | ||||||||||||||||||||
Various institutions | Insurance premiums financed | Various | > 1 year | 1,789,481 | 491,621 | ||||||||||||||||||||
$ | 65,854,427 | $ | 42,496,913 | ||||||||||||||||||||||
Schedule of Maturities of Long-term Debt | Future contractual maturities of notes payable are summarized as follows: | ||||||||||||||||||||||||
Creditor | 2015 | 2016 | 2017 | 2018 | 2019 | Thereafter | |||||||||||||||||||
Goldman Sachs USA | $ | 39,100,000 | $ | — | $ | — | $ | — | $ | — | $ | — | |||||||||||||
Pacific Western Bank | 172,654 | 186,947 | 133,154 | — | — | — | |||||||||||||||||||
Various institutions | 226,965 | 603,557 | 455,984 | 475,014 | 488,317 | 17,356 | |||||||||||||||||||
E-Source note | 145,345 | — | — | — | — | — | |||||||||||||||||||
Various institutions | 491,620 | — | — | — | — | — | |||||||||||||||||||
Totals | $ | 40,136,584 | $ | 790,504 | $ | 589,138 | $ | 475,014 | $ | 488,317 | $ | 17,356 | |||||||||||||
INCOME_TAXES_Tables
INCOME TAXES (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Income Tax Disclosure [Abstract] | |||||||||||||
Schedule of Effective Income Tax Rate Reconciliation | Income tax expense (benefit) attributable to income from continuing operations differed from the amounts computed by applying the U.S. federal income tax of 34% to pretax income from continuing operations as a result of the following for the years ended December 31, 2014, 2013 and 2012: | ||||||||||||
December 31, 2014 | December 31, 2013 | December 31, 2012 | |||||||||||
Statutory tax on book income | $ | (1,996,000 | ) | $ | 2,136,000 | $ | 768,000 | ||||||
Permanent differences | 52,000 | (746,000 | ) | 44,000 | |||||||||
Net operating loss utilization | — | (969,000 | ) | (812,000 | ) | ||||||||
Change in valuation allowance | 922,000 | (1,700,000 | ) | (1,408,000 | ) | ||||||||
Other | 1,033,763 | (421,000 | ) | 7,359 | |||||||||
Income tax expense (benefit) | $ | 11,763 | $ | (1,700,000 | ) | $ | (1,400,641 | ) | |||||
Schedule of Components of Income Tax Expense (Benefit) | The components of income tax (benefit) expense for the years ended December 31, 2014 and 2013, and 2012 are as follows: | ||||||||||||
December 31, 2014 | December 31, 2013 | December 31, 2012 | |||||||||||
Current federal tax expense | $ | 11,763 | $ | 244,000 | $ | 31,359 | |||||||
Deferred federal tax benefit | — | (1,944,000 | ) | (1,432,000 | ) | ||||||||
Total federal tax expense (benefit) | $ | 11,763 | $ | (1,700,000 | ) | $ | (1,400,641 | ) | |||||
Schedule of Deferred Tax Assets and Liabilities | The cumulative tax effect of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities at December 31, 2014 and 2013, and 2012 are presented below: | ||||||||||||
December 31, 2014 | December 31, 2013 | December 31, 2012 | |||||||||||
Deferred tax assets: | |||||||||||||
Alternative minimum tax credits | $ | 220,000 | $ | 220,000 | $ | 130,000 | |||||||
Allowance for doubtful accounts | 684,000 | — | — | ||||||||||
Accrued compensation | 560,000 | 233,000 | 173,000 | ||||||||||
Contribution carryover | 37,000 | — | — | ||||||||||
Net operating loss carry forwards | 14,167,000 | 10,482,000 | 11,536,000 | ||||||||||
Less valuation allowance | (6,173,000 | ) | (5,251,000 | ) | (8,136,000 | ) | |||||||
Net deferred tax assets | $ | 9,495,000 | $ | 5,684,000 | $ | 3,703,000 | |||||||
December 31, 2014 | December 31, 2013 | December 31, 2012 | |||||||||||
Deferred tax liabilities: | |||||||||||||
Accelerated tax depreciation | $ | (4,189,000 | ) | $ | (378,000 | ) | $ | (341,000 | ) | ||||
Net deferred tax liabilities | $ | (4,189,000 | ) | $ | (378,000 | ) | $ | (341,000 | ) |
STOCK_BASED_COMPENSATION_Table
STOCK BASED COMPENSATION (Tables) | 12 Months Ended | ||||||||||||||
Dec. 31, 2014 | |||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||||||||||||||
Schedule of Stock Option Activity | Stock option activity for the years ended December 31, 2014, 2013, and 2012 are summarized as follows: | ||||||||||||||
Shares | Weighted Average Exercise Price | Weighted Average Remaining Contractual Life (in Years) | Grant Date Fair Value | ||||||||||||
Outstanding at December 31, 2011 | 3,073,334 | $ | 5.46 | 7 | $ | 990,995 | |||||||||
Options granted | 225,000 | 1.91 | 10 | 197,146 | |||||||||||
Options exercised | (65,000 | ) | (1.47 | ) | — | (5,239 | ) | ||||||||
Options cancelled/forfeited/expired | (294,167 | ) | (1.21 | ) | — | (38,878 | ) | ||||||||
Outstanding at December 31, 2012 | 2,939,167 | $ | 5.7 | 6.5 | $ | 1,144,024 | |||||||||
Vested at December 31, 2012 | 2,283,237 | $ | 6.89 | 6.41 | $ | 709,902 | |||||||||
Exercisable at December 31, 2012 | 2,283,237 | $ | 6.89 | 6.41 | $ | 709,902 | |||||||||
Outstanding at December 31, 2012 | 2,939,167 | $ | 5.7 | 6.5 | $ | 1,144,024 | |||||||||
Options granted | 711,667 | 2.46 | 8.78 | 420,796 | |||||||||||
Options exercised | (405,000 | ) | (1.19 | ) | — | (89,080 | ) | ||||||||
Options cancelled/forfeited/expired | (185,000 | ) | (0.68 | ) | — | (148,577 | ) | ||||||||
Outstanding at December 31, 2013 | 3,060,834 | $ | 5.89 | 6.07 | $ | 1,327,163 | |||||||||
Vested at December 31, 2013 | 2,268,334 | $ | 6.97 | 5.2 | $ | 722,143 | |||||||||
Exercisable at December 31, 2013 | 2,268,334 | $ | 6.97 | 5.2 | $ | 722,143 | |||||||||
Outstanding at December 31, 2013 | 3,060,834 | $ | 5.89 | 6.07 | $ | 1,327,163 | |||||||||
Options granted | 325,000 | 7.61 | 9.69 | 622,272 | |||||||||||
Options exercised | (637,750 | ) | (0.88 | ) | — | (264,990 | ) | ||||||||
Options cancelled/forfeited/expired | (99,501 | ) | (12.17 | ) | — | (29,804 | ) | ||||||||
Outstanding at December 31, 2014 | 2,648,583 | $ | 7.07 | 5.81 | $ | 1,654,641 | |||||||||
Vested at December 31, 2014 | 1,820,480 | $ | 8.27 | 4.64 | $ | 654,948 | |||||||||
Exercisable at December 31, 2014 | 1,820,480 | $ | 8.27 | 4.64 | $ | 654,948 | |||||||||
Schedule of Stock Warrant Activity | A summary of the Company’s stock warrant activity and related information for the years ended December 31, 2014, 2013, and 2012 are as follows: | ||||||||||||||
Shares | Weighted Average Exercise Price | Weighted Average Remaining Contractual Life (in Years) | Grant Date Fair Value | ||||||||||||
Outstanding at December 31, 2011 | 1,245,311 | $ | 12.48 | 1.41 | $ | 142,065 | |||||||||
Warrants granted | — | — | — | — | |||||||||||
Warrants exercised | (37,500 | ) | (1.08 | ) | — | (10,626 | ) | ||||||||
Warrants canceled/forfeited/expired | (44,503 | ) | (25.00 | ) | — | (2,550 | ) | ||||||||
Warrants at December 31, 2012 | 1,163,308 | $ | 12.37 | 0.4 | $ | 128,889 | |||||||||
Vested at December 31, 2012 | 1,150,808 | $ | 12.5 | 0.41 | $ | 123,289 | |||||||||
Exercisable at December 31, 2012 | 1,150,808 | $ | 12.5 | 0.41 | $ | 123,289 | |||||||||
Outstanding at December 31, 2012 | 1,163,308 | $ | 12.37 | 0.4 | $ | 128,889 | |||||||||
Warrants granted | — | $ | — | 0 | $ | — | |||||||||
Warrants exercised | (631,250 | ) | (1.65 | ) | — | (30,029 | ) | ||||||||
Warrants canceled/forfeited/expired | (524,975 | ) | (25.38 | ) | — | (95,960 | ) | ||||||||
Warrants at December 31, 2013 | 7,083 | $ | 2.72 | 1.57 | $ | 2,900 | |||||||||
Vested at December 31, 2013 | 833 | $ | 10 | 0.25 | $ | 100 | |||||||||
Exercisable at December 31, 2013 | 833 | $ | 10 | 0.25 | $ | 100 | |||||||||
Outstanding at December 31, 2013 | 7,083 | $ | 2.72 | 1.57 | $ | 2,900 | |||||||||
Warrants granted | 219,868 | $ | 3.01 | 5 | $ | 140,149 | |||||||||
Warrants exercised | (833 | ) | (10.00 | ) | — | (100 | ) | ||||||||
Warrants canceled/forfeited/expired | (6,250 | ) | (1.75 | ) | — | (2,800 | ) | ||||||||
Warrants at December 31, 2014 | 219,868 | $ | 3.01 | 5 | $ | 140,149 | |||||||||
Vested at December 31, 2014 | 109,934 | $ | 3.01 | 5 | $ | 140,149 | |||||||||
Exercisable at December 31, 2014 | 109,934 | $ | 3.01 | 5 | $ | 140,149 | |||||||||
Schedule of Assumptions Used in Option and Warrant Valuations | The following table summarizes the assumptions used in assessing the above described option and warrant valuations: | ||||||||||||||
YEAR ENDED DECEMBER 31, 2014 | YEAR ENDED DECEMBER 31, 2013 | YEAR ENDED DECEMBER 31, 2012 | |||||||||||||
Expected volatility | 16-17% | 20% | 35-39% | ||||||||||||
Expected dividends | —% | —% | —% | ||||||||||||
Expected term (in years) | 10 | 10-May | 10 | ||||||||||||
Risk-free rate | 0.67% | 0.64% | .35-.39% |
EARNINGS_PER_SHARE_Tables
EARNINGS PER SHARE (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Earnings Per Share [Abstract] | |||||||||||||
Schedule of Reconciliation of Basic and Diluted Earnings Per Share | The following is a reconciliation of the numerator and denominator for basic and diluted earnings per share for the years ended December 31, 2014, 2013, and 2012: | ||||||||||||
2014 | 2013 | 2012 | |||||||||||
Basic Earnings per Share | |||||||||||||
Numerator: | |||||||||||||
Net income (loss) available to common shareholders | $ | (5,546,243 | ) | $ | 7,879,470 | $ | 3,658,267 | ||||||
Denominator: | |||||||||||||
Weighted-average common shares outstanding | 23,807,780 | 17,830,194 | 12,138,229 | ||||||||||
Basic earnings per share | $ | (0.23 | ) | $ | 0.44 | $ | 0.3 | ||||||
Diluted Earnings per Share | |||||||||||||
Numerator: | |||||||||||||
Net income (loss) available to common shareholders | $ | (5,546,243 | ) | $ | 7,879,470 | $ | 3,658,267 | ||||||
Denominator: | |||||||||||||
Weighted-average shares outstanding | 23,807,780 | 17,830,194 | 12,138,229 | ||||||||||
Effect of dilutive securities | |||||||||||||
Stock options and warrants | — | 1,033,633 | 1,215,014 | ||||||||||
Preferred stock | — | 1,319,002 | 1,512,891 | ||||||||||
Diluted weighted-average shares outstanding | 23,807,780 | 20,182,829 | 14,866,134 | ||||||||||
Diluted earnings (loss) per share | $ | (0.23 | ) | $ | 0.39 | $ | 0.25 | ||||||
ACQUISITIONS_Tables
ACQUISITIONS (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Omega Refining | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Schedule of Fair Values at Purchase Date | The following information summarizes the allocation of the fair values assigned to the assets at the purchase date: | ||||||||||||||||
Cash and cash equivalents | $ | 406,000 | |||||||||||||||
Accounts receivable | 950,000 | ||||||||||||||||
Inventory | 4,192,000 | ||||||||||||||||
Prepaid expenses | 71,000 | ||||||||||||||||
Property, plant and equipment | 30,000,000 | ||||||||||||||||
Deposits | 400,000 | ||||||||||||||||
Bango secured note issued by vertex | 8,308,000 | ||||||||||||||||
Technology | 2,287,000 | ||||||||||||||||
Non-compete agreements | 66,000 | ||||||||||||||||
Total identifiable net assets | $ | 46,680,000 | |||||||||||||||
Less liabilities assumed, including contingent consideration | (7,670,000 | ) | |||||||||||||||
Gain on purchase | (6,574,000 | ) | |||||||||||||||
Total purchase price | $ | 32,436,000 | |||||||||||||||
Schedule of the Cost of Intangible Assets related to acquisitions | The following table summarizes the cost of amortizable intangible assets related to the Omega acquisition: | ||||||||||||||||
Estimated Cost | Useful life | ||||||||||||||||
(years) | |||||||||||||||||
Non-competes | $ | 66,000 | 1 | ||||||||||||||
Technology | 2,287,000 | 15 | |||||||||||||||
Total | $ | 2,353,000 | |||||||||||||||
Schedule of Unaudited Pro-Forma Consolidated Results of Operations | The following schedule contains pro-forma consolidated results of operations for the years ended December 31, 2014 and 2013 as if the acquisition occurred on January 1, 2013. The pro forma results of operations are presented for informational purposes only and are not indicative of the results of operations that would have been achieved if the acquisition had taken place on January 1, 2013, or of results that may occur in the future (amounts in thousands other than earnings per share): | ||||||||||||||||
Twelve Months Ended December | |||||||||||||||||
2014 | 2013 | ||||||||||||||||
As Reported | Pro Forma | As Reported | Pro Forma | ||||||||||||||
Revenue | $ | 258,904,867 | $ | 297,530,020 | $ | 161,967,252 | $ | 301,996,638 | |||||||||
Income from operations | (10,494,621 | ) | (9,690,082 | ) | 7,051,203 | 4,629,228 | |||||||||||
Net income (loss) | (5,871,642 | ) | (5,264,085 | ) | 8,311,432 | 1,264,292 | |||||||||||
Net income (loss) attributable to non-controlling interests | 325,399 | 325,399 | (431,962 | ) | (431,962 | ) | |||||||||||
Net income (loss) attributable to Vertex Energy, Inc. | $ | (5,546,243 | ) | $ | (4,938,686 | ) | $ | 7,879,470 | $ | 832,330 | |||||||
Earnings (loss) per common share-Basic | $ | (0.23 | ) | $ | (0.21 | ) | $ | 0.44 | $ | 0.05 | |||||||
Earnings (loss) per common share-Diluted | $ | (0.23 | ) | $ | (0.21 | ) | $ | 0.39 | $ | 0.04 | |||||||
Heartland Group Holdings, LLC | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Schedule of Fair Values at Purchase Date | The following information summarizes the allocation of the fair values assigned to the assets at the purchase date: | ||||||||||||||||
Inventory | $ | 2,248,000 | |||||||||||||||
Property, plant and equipment | 7,543,000 | ||||||||||||||||
Customer relationships | 352,000 | ||||||||||||||||
Vendor relationships | 1,876,000 | ||||||||||||||||
Tradename | 363,000 | ||||||||||||||||
Total identifiable net assets | $ | 12,382,000 | |||||||||||||||
Gain on purchase | (375,000 | ) | |||||||||||||||
Total purchase price | $ | 12,007,000 | |||||||||||||||
Schedule of the Cost of Intangible Assets related to acquisitions | The following table summarizes the cost of amortizable intangible assets related to the Heartland acquisition: | ||||||||||||||||
Estimated Cost | Useful life | ||||||||||||||||
(years) | |||||||||||||||||
Customer relations | $ | 352,000 | 9 | ||||||||||||||
Vendor relationships | 1,876,000 | 10 | |||||||||||||||
Tradename | 363,000 | 15 | |||||||||||||||
Total | $ | 2,591,000 | |||||||||||||||
Schedule of Unaudited Pro-Forma Consolidated Results of Operations | The pro forma results of operations are presented for informational purposes only and are not indicative of the results of operations that would have been achieved if the acquisition had taken place on January 1, 2013 or of results that may occur in the future (amounts in thousands other than earnings per share): | ||||||||||||||||
Twelve Months Ended December | |||||||||||||||||
2014 | 2013 | ||||||||||||||||
As Reported | Pro Forma | As Reported | Pro Forma | ||||||||||||||
Revenue | $ | 258,904,867 | $ | 285,858,265 | $ | 161,967,252 | $ | 193,815,354 | |||||||||
Income (loss) from operations | (10,494,621 | ) | (15,458,159 | ) | 7,051,203 | 2,067,549 | |||||||||||
Net Income (loss) | (5,871,642 | ) | (50,992,328 | ) | 8,311,432 | 1,338,672 | |||||||||||
Net (loss) attributable to non-controlling interests | 325,399 | 325,399 | (431,962 | ) | (431,962 | ) | |||||||||||
Net income (loss) attributable to Vertex Energy, Inc. | $ | (5,546,243 | ) | $ | (50,666,929 | ) | $ | 7,879,470 | $ | 906,710 | |||||||
Earnings (loss) per common share-Basic | $ | (0.23 | ) | $ | (2.13 | ) | $ | 0.44 | $ | 0.02 | |||||||
Earnings (loss) per common share-Diluted | $ | (0.23 | ) | $ | (2.13 | ) | $ | 0.39 | $ | 0.04 | |||||||
SEGMENT_REPORTING_Tables
SEGMENT REPORTING (Tables) | 12 Months Ended | ||||||||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||||||||
Segment Reporting [Abstract] | |||||||||||||||||||||||||||
Schedule of Segment Reporting Information | At December 31, 2014, 2013, and 2012 and the years then ended, the Company's segment revenues were comprised of the following customer concentrations: | ||||||||||||||||||||||||||
% of Revenue by Segment 2014 | % of Revenue by Segment 2013 | % of Revenue by Segment 2012 | |||||||||||||||||||||||||
Black Oil | Refining | Recovery | Black Oil | Refining | Recovery | Black Oil | Refining | Recovery | |||||||||||||||||||
Customer 1 | 99 | % | — | % | 1 | % | 88 | % | 12 | % | — | % | — | % | — | % | — | % | |||||||||
Customer 2 | 100 | % | — | % | — | % | — | % | — | % | — | % | — | % | — | % | — | % | |||||||||
Customer 3 | 11 | % | 89 | % | — | % | 31 | % | 69 | % | — | % | 36 | % | 64 | % | — | % | |||||||||
Customer 4 | — | % | 100 | % | — | % | — | % | 100 | % | — | % | — | % | — | % | — | % | |||||||||
Customer 5 | — | % | 100 | % | — | % | — | % | 100 | % | — | % | — | % | 100 | % | — | % | |||||||||
Customer 6 | 100 | % | — | % | — | % | — | % | — | % | — | % | — | % | 100 | % | — | % | |||||||||
Customer 7 | — | % | — | % | — | % | 63 | % | 37 | % | — | % | 1 | % | 99 | % | — | % | |||||||||
Customer 8 | — | % | — | % | — | % | — | % | 100 | % | — | % | — | % | 100 | % | — | % | |||||||||
The Company’s reportable segments include the Black Oil, Refining & Marketing and Recovery divisions. Segment information for the years ended December 31, 2014 , 2013 and 2012, are as follows: | |||||||||||||||||||||||||||
YEAR ENDED DECEMBER 31, 2014 | |||||||||||||||||||||||||||
Black Oil | Refining & Marketing | Recovery | Total | ||||||||||||||||||||||||
Revenues | $ | 170,912,949 | $ | 72,695,922 | $ | 15,295,996 | $ | 258,904,867 | |||||||||||||||||||
Net loss from operations | $ | (6,524,843 | ) | $ | (318,107 | ) | $ | (3,651,671 | ) | $ | (10,494,621 | ) | |||||||||||||||
Total Assets | $ | 122,691,362 | $ | 4,471,858 | $ | 6,659,011 | $ | 133,822,231 | |||||||||||||||||||
YEAR ENDED DECEMBER 31, 2013 | |||||||||||||||||||||||||||
Black Oil | Refining & Marketing | Recovery | Total | ||||||||||||||||||||||||
Revenues | $ | 89,120,218 | $ | 55,729,434 | $ | 17,117,600 | $ | 161,967,252 | |||||||||||||||||||
Net income from operations | $ | 1,057,254 | $ | 3,044,773 | $ | 2,949,176 | $ | 7,051,203 | |||||||||||||||||||
Total Assets | $ | 48,172,680 | $ | 8,817,544 | $ | 7,556,132 | $ | 64,546,356 | |||||||||||||||||||
YEAR ENDED DECEMBER 31, 2012 | |||||||||||||||||||||||||||
Black Oil | Refining & Marketing | Recovery | Total | ||||||||||||||||||||||||
Revenues | $ | 89,132,373 | $ | 44,335,551 | $ | 1,105,319 | $ | 134,573,243 | |||||||||||||||||||
Net income (loss) from operations | $ | (764,246 | ) | $ | 3,162,150 | $ | (6,654 | ) | $ | 2,391,250 | |||||||||||||||||
Total Assets | $ | 44,581,361 | $ | 4,254,082 | $ | 266,934 | $ | 49,102,377 | |||||||||||||||||||
BASIS_OF_PRESENTATION_AND_NATU1
BASIS OF PRESENTATION AND NATURE OF OPERATIONS (Details) | 0 Months Ended | 1 Months Ended | |||||
Jan. 01, 2014 | Sep. 30, 2014 | Sep. 04, 2014 | Jan. 31, 2014 | Aug. 31, 2014 | Dec. 31, 2014 | Oct. 02, 2013 | |
director | |||||||
state | |||||||
Business Acquisition [Line Items] | |||||||
Number of states in which Company provides service | 13 | ||||||
Number of independent directors on Related Party committee (minimum) | 2 | ||||||
E-Source Holdings, LLC | |||||||
Business Acquisition [Line Items] | |||||||
Acquisition, percent acquired | 51.00% | ||||||
Additional ownership percentage acquired | 19.00% | ||||||
Black Oil | |||||||
Business Acquisition [Line Items] | |||||||
Number of suppliers | 50 | ||||||
Vertex Energy Operating | E-Source Holdings, LLC | |||||||
Business Acquisition [Line Items] | |||||||
Additional ownership percentage acquired | 19.00% | 30.00% | 30.00% | 19.00% | 30.00% |
SUMMARY_OF_SIGNIFICANT_ACCOUNT2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
acre | |||
Accounting Policies [Abstract] | |||
Allowance for doubtful accounts | $2,013,167 | $0 | |
Inventory impairment charge | 467,911 | 0 | 0 |
Bulk liquid storage facility, number of acres | 19 | ||
Impairment of long-lived assets | $0 | $0 |
GOING_CONCERN_GOING_CONCERN_De
GOING CONCERN GOING CONCERN (Details) (Subsequent event, The Second Amendment, Secured debt, USD $) | 0 Months Ended |
In Millions, unless otherwise specified | Mar. 26, 2015 |
Subsequent event | The Second Amendment | Secured debt | |
Debt Instrument [Line Items] | |
Prepayment required before June 30, 2015 | $9.10 |
RELATED_PARTIES_Details_Narrat
RELATED PARTIES (Details Narrative) (USD $) | 3 Months Ended | 0 Months Ended | 1 Months Ended | 0 Months Ended | 1 Months Ended | |||
Dec. 31, 2013 | Oct. 03, 2014 | Apr. 30, 2014 | Jan. 01, 2014 | Sep. 30, 2014 | Sep. 04, 2014 | Jan. 31, 2014 | Aug. 31, 2014 | |
transaction | ||||||||
BBP Landtex | ||||||||
Related Party Transaction [Line Items] | ||||||||
Number of related party transactions | 1 | |||||||
Minority interest, percent | 30.00% | 49.00% | ||||||
Monthly lease payment | $3,500 | |||||||
Percentage of utilities paid monthly | 75.00% | |||||||
Director | ||||||||
Related Party Transaction [Line Items] | ||||||||
Term of consulting agreement | 1 year | |||||||
Consulting fee (monthly) | $10,000 | |||||||
Maximum number of shares per option granted | 75,000 | |||||||
Exercise price of shares (in USD per share) | $6.62 | |||||||
Stock option | ||||||||
Related Party Transaction [Line Items] | ||||||||
Annual vesting percentage | 25.00% | 25.00% | ||||||
E-Source Holdings, LLC | ||||||||
Related Party Transaction [Line Items] | ||||||||
Additional ownership percentage acquired | 19.00% | |||||||
Vertex Energy Operating | E-Source Holdings, LLC | ||||||||
Related Party Transaction [Line Items] | ||||||||
Additional ownership percentage acquired | 19.00% | 30.00% | 30.00% | 19.00% | 30.00% |
CONCENTRATIONS_SIGNIFICANT_CUS2
CONCENTRATIONS, SIGNIFICANT CUSTOMERS, COMMITMENTS AND CONTINGENCIES (Details Narrative) (USD $) | 12 Months Ended | |||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Apr. 30, 2009 | |
Long-term Purchase Commitment [Line Items] | ||||
Estimated net operating loss | ($10,494,621) | $7,051,203 | $2,391,250 | |
Maximum | ||||
Long-term Purchase Commitment [Line Items] | ||||
FDIC insurance amount (maximum) | 250,000 | |||
World Waste Technologies, Inc. | ||||
Long-term Purchase Commitment [Line Items] | ||||
Net operating losses acquired as a result of a merger | 41,200,000 | |||
NOL utilized | 13,400,000 | |||
NOL remaining balance | 27,800,000 | |||
Estimated net operating loss | 13,800,000 | |||
NOL carry-forward | $41,600,000 | |||
Supplier concentration risk | Cost of goods | ||||
Long-term Purchase Commitment [Line Items] | ||||
Number of suppliers exceeding disclosure benchmark | 2 | |||
Supplier 1 | Supplier concentration risk | Cost of goods | ||||
Long-term Purchase Commitment [Line Items] | ||||
Concentration, percentage | 11.00% | |||
Supplier 2 | Supplier concentration risk | Cost of goods | ||||
Long-term Purchase Commitment [Line Items] | ||||
Concentration, percentage | 10.00% |
CONCENTRATIONS_SIGNIFICANT_CUS3
CONCENTRATIONS, SIGNIFICANT CUSTOMERS, COMMITMENTS AND CONTINGENCIES (Details) (Customer Concentration Risk) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Revenue | Customer 1 | |||
Revenue, Major Customer [Line Items] | |||
Concentration, percentage | 23.00% | 4.00% | 0.00% |
Revenue | Customer 2 | |||
Revenue, Major Customer [Line Items] | |||
Concentration, percentage | 16.00% | 0.00% | 0.00% |
Revenue | Customer 3 | |||
Revenue, Major Customer [Line Items] | |||
Concentration, percentage | 12.00% | 40.00% | 25.00% |
Revenue | Customer 4 | |||
Revenue, Major Customer [Line Items] | |||
Concentration, percentage | 10.00% | 10.00% | 0.00% |
Revenue | Customer 5 | |||
Revenue, Major Customer [Line Items] | |||
Concentration, percentage | 7.00% | 8.00% | 12.00% |
Revenue | Customer 6 | |||
Revenue, Major Customer [Line Items] | |||
Concentration, percentage | 1.00% | 0.00% | 31.00% |
Revenue | Customer 7 | |||
Revenue, Major Customer [Line Items] | |||
Concentration, percentage | 0.00% | 9.00% | 13.00% |
Receivables | Customer 1 | |||
Revenue, Major Customer [Line Items] | |||
Concentration, percentage | 7.00% | 23.00% | 0.00% |
Receivables | Customer 2 | |||
Revenue, Major Customer [Line Items] | |||
Concentration, percentage | 16.00% | 0.00% | 0.00% |
Receivables | Customer 3 | |||
Revenue, Major Customer [Line Items] | |||
Concentration, percentage | 10.00% | 21.00% | 54.00% |
Receivables | Customer 4 | |||
Revenue, Major Customer [Line Items] | |||
Concentration, percentage | 10.00% | 0.00% | 0.00% |
Receivables | Customer 5 | |||
Revenue, Major Customer [Line Items] | |||
Concentration, percentage | 9.00% | 20.00% | 15.00% |
Receivables | Customer 6 | |||
Revenue, Major Customer [Line Items] | |||
Concentration, percentage | 0.00% | 0.00% | 0.00% |
Receivables | Customer 7 | |||
Revenue, Major Customer [Line Items] | |||
Concentration, percentage | 0.00% | 0.00% | 0.00% |
Black Oil | Revenue | Customer 1 | |||
Revenue, Major Customer [Line Items] | |||
Concentration, percentage | 99.00% | 88.00% | 0.00% |
Black Oil | Revenue | Customer 2 | |||
Revenue, Major Customer [Line Items] | |||
Concentration, percentage | 100.00% | 0.00% | 0.00% |
Black Oil | Revenue | Customer 3 | |||
Revenue, Major Customer [Line Items] | |||
Concentration, percentage | 11.00% | 31.00% | 36.00% |
Black Oil | Revenue | Customer 4 | |||
Revenue, Major Customer [Line Items] | |||
Concentration, percentage | 0.00% | 0.00% | 0.00% |
Black Oil | Revenue | Customer 5 | |||
Revenue, Major Customer [Line Items] | |||
Concentration, percentage | 0.00% | 0.00% | 0.00% |
Black Oil | Revenue | Customer 6 | |||
Revenue, Major Customer [Line Items] | |||
Concentration, percentage | 100.00% | 0.00% | 0.00% |
Black Oil | Revenue | Customer 7 | |||
Revenue, Major Customer [Line Items] | |||
Concentration, percentage | 0.00% | 63.00% | 1.00% |
Black Oil | Revenue | Customer 8 | |||
Revenue, Major Customer [Line Items] | |||
Concentration, percentage | 0.00% | 0.00% | 0.00% |
Refining | Revenue | Customer 1 | |||
Revenue, Major Customer [Line Items] | |||
Concentration, percentage | 0.00% | 12.00% | 0.00% |
Refining | Revenue | Customer 2 | |||
Revenue, Major Customer [Line Items] | |||
Concentration, percentage | 0.00% | 0.00% | 0.00% |
Refining | Revenue | Customer 3 | |||
Revenue, Major Customer [Line Items] | |||
Concentration, percentage | 89.00% | 69.00% | 64.00% |
Refining | Revenue | Customer 4 | |||
Revenue, Major Customer [Line Items] | |||
Concentration, percentage | 100.00% | 100.00% | 0.00% |
Refining | Revenue | Customer 5 | |||
Revenue, Major Customer [Line Items] | |||
Concentration, percentage | 100.00% | 100.00% | 100.00% |
Refining | Revenue | Customer 6 | |||
Revenue, Major Customer [Line Items] | |||
Concentration, percentage | 0.00% | 0.00% | 100.00% |
Refining | Revenue | Customer 7 | |||
Revenue, Major Customer [Line Items] | |||
Concentration, percentage | 0.00% | 37.00% | 99.00% |
Refining | Revenue | Customer 8 | |||
Revenue, Major Customer [Line Items] | |||
Concentration, percentage | 0.00% | 100.00% | 100.00% |
Recovery | Revenue | Customer 1 | |||
Revenue, Major Customer [Line Items] | |||
Concentration, percentage | 1.00% | 0.00% | 0.00% |
Recovery | Revenue | Customer 2 | |||
Revenue, Major Customer [Line Items] | |||
Concentration, percentage | 0.00% | 0.00% | 0.00% |
Recovery | Revenue | Customer 3 | |||
Revenue, Major Customer [Line Items] | |||
Concentration, percentage | 0.00% | 0.00% | 0.00% |
Recovery | Revenue | Customer 4 | |||
Revenue, Major Customer [Line Items] | |||
Concentration, percentage | 0.00% | 0.00% | 0.00% |
Recovery | Revenue | Customer 5 | |||
Revenue, Major Customer [Line Items] | |||
Concentration, percentage | 0.00% | 0.00% | 0.00% |
Recovery | Revenue | Customer 6 | |||
Revenue, Major Customer [Line Items] | |||
Concentration, percentage | 0.00% | 0.00% | 0.00% |
Recovery | Revenue | Customer 7 | |||
Revenue, Major Customer [Line Items] | |||
Concentration, percentage | 0.00% | 0.00% | 0.00% |
Recovery | Revenue | Customer 8 | |||
Revenue, Major Customer [Line Items] | |||
Concentration, percentage | 0.00% | 0.00% | 0.00% |
CONCENTRATIONS_SIGNIFICANT_CUS4
CONCENTRATIONS, SIGNIFICANT CUSTOMERS, COMMITMENTS AND CONTINGENCIES (Details 1) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Related Party Transaction [Line Items] | |||
Rent expense | $4,187,645 | $852,561 | $763,321 |
Office | |||
Related Party Transaction [Line Items] | |||
Rent expense | 575,219 | 466,415 | 100,405 |
Plant Leases | |||
Related Party Transaction [Line Items] | |||
Rent expense | 3,142,400 | ||
Vehicles | |||
Related Party Transaction [Line Items] | |||
Rent expense | 425,026 | 375,646 | 33,012 |
Related party leases | |||
Related Party Transaction [Line Items] | |||
Rent expense | $45,000 | $10,500 | $629,904 |
CONCENTRATIONS_SIGNIFICANT_CUS5
CONCENTRATIONS, SIGNIFICANT CUSTOMERS, COMMITMENTS AND CONTINGENCIES (Details 2) (USD $) | Dec. 31, 2014 |
Long-term Purchase Commitment [Line Items] | |
2015 | $5,734,095 |
2016 | 5,681,055 |
2017 | 4,465,548 |
2018 | 1,552,176 |
2019 | 300,000 |
Thereafter | 4,175,000 |
Total minimum future lease commitments | 21,907,874 |
Office | |
Long-term Purchase Commitment [Line Items] | |
2015 | 575,219 |
2016 | 453,154 |
2017 | 414,932 |
2018 | 312,466 |
2019 | 300,000 |
Thereafter | 4,175,000 |
Total minimum future lease commitments | 6,230,771 |
Vehicles/Lab | |
Long-term Purchase Commitment [Line Items] | |
2015 | 400,276 |
2016 | 454,301 |
2017 | 175,216 |
2018 | 57,710 |
Total minimum future lease commitments | 1,087,503 |
Plant Leases | |
Long-term Purchase Commitment [Line Items] | |
2015 | 4,713,600 |
2016 | 4,713,600 |
2017 | 3,825,400 |
2018 | 1,132,000 |
Total minimum future lease commitments | 14,384,600 |
Related Party | |
Long-term Purchase Commitment [Line Items] | |
2015 | 45,000 |
2016 | 60,000 |
2017 | 50,000 |
2018 | 50,000 |
Total minimum future lease commitments | $205,000 |
FIXED_ASSETS_NET_Details_Narra
FIXED ASSETS, NET (Details Narrative) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Property, Plant and Equipment [Abstract] | |||
Depreciation expense | $2,405,203 | $1,018,003 | $295,801 |
FIXED_ASSETS_NET_Details
FIXED ASSETS, NET (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Property, Plant and Equipment [Line Items] | ||
Fixed assets | $59,919,721 | $16,444,346 |
Less accumulated depreciation | -3,758,373 | -1,353,170 |
Net fixed assets | 56,161,348 | 15,091,176 |
Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Fixed assets | 32,533,022 | 7,372,306 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Useful life | 7 years | |
Fixed assets | 133,824 | 110,926 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Useful life | 15 years | |
Fixed assets | 2,214,266 | 1,894,776 |
Office equipment | ||
Property, Plant and Equipment [Line Items] | ||
Useful life | 5 years | |
Fixed assets | 526,353 | 440,260 |
Vehicles | ||
Property, Plant and Equipment [Line Items] | ||
Useful life | 5 years | |
Fixed assets | 6,088,769 | 3,548,294 |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Fixed assets | 15,870,487 | 1,064,784 |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Fixed assets | $2,553,000 | $2,013,000 |
Minimum | Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Useful life | 7 years | |
Maximum | Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Useful life | 20 years |
GOODWILL_Details_Narrative
GOODWILL (Details Narrative) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Goodwill | $4,922,353 | $4,502,743 |
GOODWILL_Details
GOODWILL (Details) (USD $) | 12 Months Ended |
Dec. 31, 2014 | |
Goodwill [Roll Forward] | |
Goodwill, beginning of period | $4,502,743 |
Acquisitions | 419,610 |
Goodwill, end of period | 4,922,353 |
Operating Segments | Black Oil | |
Goodwill [Roll Forward] | |
Goodwill, beginning of period | 3,554,515 |
Acquisitions | 0 |
Goodwill, end of period | 3,554,515 |
Operating Segments | Refining & Marketing | |
Goodwill [Roll Forward] | |
Goodwill, beginning of period | 0 |
Acquisitions | 0 |
Goodwill, end of period | 0 |
Operating Segments | Recovery | |
Goodwill [Roll Forward] | |
Goodwill, beginning of period | 948,228 |
Acquisitions | 419,610 |
Goodwill, end of period | $1,367,838 |
INTANGIBLE_ASSETS_NET_Details_
INTANGIBLE ASSETS, NET (Details Narrative) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Amortization expense | $1,868,865 | $1,302,732 | $320,276 |
INTANGIBLE_ASSETS_NET_Details
INTANGIBLE ASSETS, NET (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $21,663,973 | $16,719,973 |
Accumulated Amortization | 3,151,013 | 1,621,428 |
Net Carrying Amount | 18,512,960 | 15,098,545 |
Customer relations | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 1,011,000 | 659,000 |
Accumulated Amortization | 205,742 | 95,625 |
Net Carrying Amount | 805,258 | 563,375 |
Vendor relations | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful Life (in years) | 10 years | |
Gross Carrying Amount | 6,007,973 | 4,131,973 |
Accumulated Amortization | 943,628 | 514,797 |
Net Carrying Amount | 5,064,345 | 3,617,176 |
H&H Oil Trademark/Trade name | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 1,219,000 | 856,000 |
Accumulated Amortization | 129,248 | 63,922 |
Net Carrying Amount | 1,089,752 | 792,078 |
TCEP Technology/Patent | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful Life (in years) | 15 years | |
Gross Carrying Amount | 13,287,000 | 11,000,000 |
Accumulated Amortization | 1,751,645 | 916,667 |
Net Carrying Amount | 11,535,355 | 10,083,333 |
Non-compete agreements | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful Life (in years) | 3 years | |
Gross Carrying Amount | 139,000 | 73,000 |
Accumulated Amortization | 120,750 | 30,417 |
Net Carrying Amount | $18,250 | $42,583 |
Minimum | Customer relations | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful Life (in years) | 5 years | |
Minimum | H&H Oil Trademark/Trade name | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful Life (in years) | 6 years | |
Maximum | Customer relations | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful Life (in years) | 8 years | |
Maximum | H&H Oil Trademark/Trade name | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful Life (in years) | 16 years |
INTANGIBLE_ASSETS_NET_Details_1
INTANGIBLE ASSETS, NET (Details 1) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Estimated future amortization expense | ||
2015 | $1,753,658 | |
2016 | 1,735,408 | |
2017 | 1,718,257 | |
2018 | 1,668,808 | |
2019 | 1,333,635 | |
Thereafter | 10,303,194 | |
Net Carrying Amount | $18,512,960 | $15,098,545 |
DEFERRED_FINANCING_COSTS_Detai
DEFERRED FINANCING COSTS (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Accumulated amortization of financing costs | $340,860 | $1,580 |
Deferred financing costs | $2,191,888 | $74,271 |
ACCOUNTS_RECEIVABLE_Details_Na
ACCOUNTS RECEIVABLE (Details Narrative) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Allowance for doubtful accounts, related parties | $1,696,452 | $0 |
Accounts receivable from related parties, short-term loans | 3,150,000 | 0 |
Financing receivable, stated interest rate | 9.50% | |
Accrued interest included | 0 | |
Short-term loans | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable from related parties, short-term loans | $3,150,000 |
ACCOUNTS_RECEIVABLE_Details
ACCOUNTS RECEIVABLE (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Accounts Receivable, Net, Current [Abstract] | ||
Accounts receivable | $10,253,663 | $11,714,813 |
Allowance for doubtful accounts | -316,715 | 0 |
Accounts receivable, net | 9,936,948 | 11,714,813 |
Accounts Receivable, Related Parties, Net, Current [Abstract] | ||
Accounts receivable, related party | 4,846,452 | |
Allowance for doubtful accounts | -1,696,452 | 0 |
Accounts receivable, net - related party | $3,150,000 | $0 |
NOTE_RECEIVABLE_RELATED_PARTY_
NOTE RECEIVABLE - RELATED PARTY (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Related Party Transaction [Line Items] | ||
Notes receivable - related party (Note 11) | $8,308,000 | $0 |
Financing receivable, stated interest rate | 9.50% | |
Omega Holdings, LLC | ||
Related Party Transaction [Line Items] | ||
Notes receivable - related party (Note 11) | $8,308,000 | |
Financing receivable, stated interest rate | 9.50% |
LINE_OF_CREDIT_AND_LONGTERM_DE2
LINE OF CREDIT AND LONG-TERM DEBT (Details Narrative) (USD $) | 12 Months Ended | 3 Months Ended | 12 Months Ended | 0 Months Ended | 3 Months Ended | 0 Months Ended | |||||
Dec. 31, 2014 | Jun. 30, 2014 | Aug. 31, 2014 | 2-May-14 | Jun. 30, 2015 | Apr. 11, 2014 | Jan. 01, 2014 | Sep. 30, 2014 | 31-May-14 | Dec. 31, 2013 | Oct. 01, 2013 | |
Line of Credit Facility [Line Items] | |||||||||||
Term loan, face | $65,854,427 | ||||||||||
Covenant terms, minimum fixed charge coverage ratio | 1.25 | ||||||||||
Covenant compliance, fixed charge coverage ratio | 1 | ||||||||||
Capital lease payments made during period | 2,662,105 | ||||||||||
Term Loan | |||||||||||
Line of Credit Facility [Line Items] | |||||||||||
Term loan, face | 8,500,000 | ||||||||||
Minimum | |||||||||||
Line of Credit Facility [Line Items] | |||||||||||
Interest rate | 6.00% | ||||||||||
Maximum | |||||||||||
Line of Credit Facility [Line Items] | |||||||||||
Interest rate | 6.35% | ||||||||||
Revolving line of credit | |||||||||||
Line of Credit Facility [Line Items] | |||||||||||
Line of credit, maximum borrowing capacity | 10,000,000 | ||||||||||
Term loan | Credit Agreement 2014 | |||||||||||
Line of Credit Facility [Line Items] | |||||||||||
Term loan, face | 40,000,000 | ||||||||||
Prepayment amount | 6,299,567 | ||||||||||
Covenant terms, maximum consolidated debt to consolidated pro forma earnings before interest, taxes, depreciation, and amortization (EBITDA) ratio | 4 | ||||||||||
Covenant compliance, maximum consolidated debt to consolidated pro forma earnings before interest, taxes, depreciation, and amortization (EBITDA) ratio | 4.6 | ||||||||||
Note payable, monthly principal payments | 300,000 | ||||||||||
Term loan, outstanding | 39,100,000 | ||||||||||
Term loan | Maximum | Credit Agreement 2014 | |||||||||||
Line of Credit Facility [Line Items] | |||||||||||
Interest rate | 4.50% | ||||||||||
Term loan | Bank of America London Interbank Offered Rate (LIBOR) | Credit Agreement 2012 | |||||||||||
Line of Credit Facility [Line Items] | |||||||||||
Effective percentage rate, minimum | 1.25% | ||||||||||
Effective percentage rate, maximum | 2.00% | ||||||||||
Term loan | Bank of America London Interbank Offered Rate (LIBOR) | Minimum | Credit Agreement 2012 | |||||||||||
Line of Credit Facility [Line Items] | |||||||||||
Variable rate basis, basis spread | 2.35% | ||||||||||
Term loan | Bank of America London Interbank Offered Rate (LIBOR) | Maximum | Credit Agreement 2012 | |||||||||||
Line of Credit Facility [Line Items] | |||||||||||
Variable rate basis, basis spread | 3.00% | ||||||||||
Term loan | Bank of America London Interbank Offered Rate (LIBOR) | Maximum | Credit Agreement 2014 | |||||||||||
Line of Credit Facility [Line Items] | |||||||||||
Variable rate basis, basis spread | 1.00% | ||||||||||
Term loan | ICE Benchmark Administration Limited | Maximum | Credit Agreement 2014 | |||||||||||
Line of Credit Facility [Line Items] | |||||||||||
Basis spread on variable rate, numerator component | 1.50% | ||||||||||
Revolving line of credit | Credit Agreement 2012 | |||||||||||
Line of Credit Facility [Line Items] | |||||||||||
Line of credit, maximum borrowing capacity | 20,000,000 | ||||||||||
Line of credit, outstanding | 0 | ||||||||||
Bank of America | Revolving line of credit | |||||||||||
Line of Credit Facility [Line Items] | |||||||||||
Term loan, face | 20,000,000 | ||||||||||
Goldman Sachs, USA | Term loan | |||||||||||
Line of Credit Facility [Line Items] | |||||||||||
Term loan, face | 40,000,000 | ||||||||||
Various institutions | Notes payable | |||||||||||
Line of Credit Facility [Line Items] | |||||||||||
Term loan, face | 2,690,676.84 | ||||||||||
Various institutions | Insurance premiums financed | |||||||||||
Line of Credit Facility [Line Items] | |||||||||||
Term loan, face | 1,789,481 | ||||||||||
Stated interest rate, minimum | 4.00% | ||||||||||
Stated interest rate, maximum | 4.52% | ||||||||||
Pacific Western Bank | Capital lease obligations | |||||||||||
Line of Credit Facility [Line Items] | |||||||||||
Term loan, face | 520,219.49 | ||||||||||
Forecast | Term loan | Credit Agreement 2014 | |||||||||||
Line of Credit Facility [Line Items] | |||||||||||
Note payable, monthly principal payments | 800,000 | ||||||||||
Omega Refining | |||||||||||
Line of Credit Facility [Line Items] | |||||||||||
Number of capital leases assumed | 2 | ||||||||||
Capital lease obligations | 3,154,860 | ||||||||||
E-Source Holdings, LLC | |||||||||||
Line of Credit Facility [Line Items] | |||||||||||
Additional ownership percentage acquired | 19.00% | ||||||||||
Acquisition, percent acquired | 51.00% | 51.00% | |||||||||
Payments on note payable | 200,000 | ||||||||||
Monthly installment on note payable | 72,672 | ||||||||||
E-Source Holdings, LLC | Other notes payable | |||||||||||
Line of Credit Facility [Line Items] | |||||||||||
Term loan, face | $854,050 |
LINE_OF_CREDIT_AND_LONGTERM_DE3
LINE OF CREDIT AND LONG-TERM DEBT (Details) (USD $) | Dec. 31, 2014 |
Line of Credit Facility [Line Items] | |
Loan Amount | $65,854,427 |
Total Outstanding Debt Facilities | 42,496,913 |
E-Source Holdings, LLC | Other notes payable | |
Line of Credit Facility [Line Items] | |
Loan Amount | 854,050 |
Total Outstanding Debt Facilities | 145,344 |
Bank of America | Revolving line of credit | |
Line of Credit Facility [Line Items] | |
Loan Amount | 20,000,000 |
Total Outstanding Debt Facilities | 0 |
Goldman Sachs, USA | Term loan | |
Line of Credit Facility [Line Items] | |
Loan Amount | 40,000,000 |
Total Outstanding Debt Facilities | 39,100,000 |
Pacific Western Bank | Capital lease obligations | |
Line of Credit Facility [Line Items] | |
Loan Amount | 520,219.49 |
Total Outstanding Debt Facilities | 492,755 |
Various institutions | Notes payable | |
Line of Credit Facility [Line Items] | |
Loan Amount | 2,690,676.84 |
Total Outstanding Debt Facilities | 2,267,193 |
Various institutions | Insurance premiums financed | |
Line of Credit Facility [Line Items] | |
Loan Amount | 1,789,481 |
Total Outstanding Debt Facilities | $491,621 |
LINE_OF_CREDIT_AND_LONGTERM_DE4
LINE OF CREDIT AND LONG-TERM DEBT (Details 2) (USD $) | Dec. 31, 2014 |
Debt Instrument [Line Items] | |
2015 | $40,136,584 |
2016 | 790,504 |
2017 | 589,138 |
2018 | 475,014 |
2019 | 488,317 |
Thereafter | 17,356 |
Goldman Sachs, USA | |
Debt Instrument [Line Items] | |
2015 | 39,100,000 |
2016 | 0 |
2017 | 0 |
2018 | 0 |
2019 | 0 |
Thereafter | 0 |
Pacific Western Bank | |
Debt Instrument [Line Items] | |
2015 | 172,654 |
2016 | 186,947 |
2017 | 133,154 |
2018 | 0 |
2019 | 0 |
Thereafter | 0 |
Various institutions | Term loan | |
Debt Instrument [Line Items] | |
2015 | 226,965 |
2016 | 603,557 |
2017 | 455,984 |
2018 | 475,014 |
2019 | 488,317 |
Thereafter | 17,356 |
Various institutions | Insurance premiums financed | |
Debt Instrument [Line Items] | |
2015 | 491,620 |
2016 | 0 |
2017 | 0 |
2018 | 0 |
2019 | 0 |
Thereafter | 0 |
E-Source Holdings, LLC | Other notes payable | |
Debt Instrument [Line Items] | |
2015 | 145,345 |
2016 | 0 |
2017 | 0 |
2018 | 0 |
2019 | 0 |
Thereafter | $0 |
INCOME_TAXES_Details_Narrative
INCOME TAXES (Details Narrative) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Operating Loss Carryforwards [Line Items] | |||
Statutory rate | 34.00% | ||
Valuation allowance | $6,173,000 | $5,251,000 | $8,136,000 |
Federal | |||
Operating Loss Carryforwards [Line Items] | |||
NOL carry-forward | $41,700,000 |
INCOME_TAXES_Details
INCOME TAXES (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Income Tax Disclosure [Abstract] | |||
Statutory tax on book income | ($1,996,000) | $2,136,000 | $768,000 |
Permanent differences | 52,000 | -746,000 | 44,000 |
Net operating loss utilization | 0 | -969,000 | -812,000 |
Change in valuation allowance | 922,000 | -1,700,000 | -1,408,000 |
Other | 1,033,763 | -421,000 | 7,359 |
Income tax expense (benefit) | $11,763 | ($1,700,000) | ($1,400,641) |
INCOME_TAXES_Details_1
INCOME TAXES (Details 1) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Income Tax Disclosure [Abstract] | |||
Current federal tax expense | $11,763 | $244,000 | $31,359 |
Deferred federal tax benefit | 0 | -1,944,000 | -1,432,000 |
Total federal tax expense (benefit) | $11,763 | ($1,700,000) | ($1,400,641) |
INCOME_TAXES_Details_2
INCOME TAXES (Details 2) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Deferred tax assets: | |||
Alternative minimum tax credits | $220,000 | $220,000 | $130,000 |
Allowance for doubtful accounts | 684,000 | 0 | 0 |
Accrued compensation | 560,000 | 233,000 | 173,000 |
Contribution carryover | 37,000 | 0 | 0 |
Net operating loss carry forwards | 14,167,000 | 10,482,000 | 11,536,000 |
Less valuation allowance | -6,173,000 | -5,251,000 | -8,136,000 |
Net deferred tax assets | 9,495,000 | 5,684,000 | 3,703,000 |
Deferred tax liabilities: | |||
Accelerated tax depreciation | -4,189,000 | -378,000 | -341,000 |
Net deferred tax liabilities | ($4,189,000) | ($378,000) | ($341,000) |
STOCK_BASED_COMPENSATION_Detai
STOCK BASED COMPENSATION (Details Narrative) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||
Share based compensation cost | $332,266 | $175,152 | $178,968 |
STOCK_BASED_COMPENSATION_Detai1
STOCK BASED COMPENSATION (Details) (USD $) | 12 Months Ended | |||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Stock Options | ||||
Outstanding, beginning - shares | 3,060,834 | 2,939,167 | 3,073,334 | |
Options granted - shares | 325,000 | 711,667 | 225,000 | |
Options exercised - shares | -637,750 | -405,000 | -65,000 | |
Options cancelled/forfeited/expired - shares | -99,501 | -185,000 | -294,167 | |
Outstanding, ending - shares | 2,648,583 | 3,060,834 | 2,939,167 | 3,073,334 |
Vested - shares | 1,820,480 | 2,268,334 | 2,283,237 | |
Exercisable - shares | 1,820,480 | 2,268,334 | 2,283,237 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Roll Forward] | ||||
Outstanding, beginning - weighted average exercise price (in USD per share) | $5.89 | $5.70 | $5.46 | |
Options granted - weighted average exercise price (in USD per share) | $7.61 | $2.46 | $1.91 | |
Options exercised - weighted average exercise price (in USD per share) | ($0.88) | ($1.19) | ($1.47) | |
Options cancelled/forfeited/expired - weighted average exercise price (in USD per share) | ($12.17) | ($0.68) | ($1.21) | |
Outstanding, ending - weighted average exercise price (in USD per share) | $7.07 | $5.89 | $5.70 | $5.46 |
Vested - weighted average exercise price (in USD per share) | $8.27 | $6.97 | $6.89 | |
Exercisable - weighted average exercise price (in USD per share) | $8.27 | $6.97 | $6.89 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | ||||
Outstanding, beginning - weighted average remaining contractual life (in years) | 5 years 9 months 21 days | 6 years 0 months 25 days | 6 years 6 months | 7 years |
Options granted - weighted average remaining contractual life (in years) | 9 years 8 months 8 days | 8 years 9 months 10 days | 10 years | |
Outstanding, ending - weighted average remaining contractual life (in years) | 5 years 9 months 21 days | 6 years 0 months 25 days | 6 years 6 months | 7 years |
Vested - weighted average remaining contractual life (in years) | 4 years 7 months 20 days | 5 years 2 months 12 days | 6 years 4 months 27 days | |
Exercisable - weighted average remaining contractual life (in years) | 4 years 7 months 20 days | 5 years 2 months 12 days | 6 years 4 months 27 days | |
Outstanding, beginning - grant date fair value | $1,327,163 | $1,144,024 | $990,995 | |
Options granted - grant date fair value | 622,272 | 420,796 | 197,146 | |
Options exercised - grant date fair value | -264,990 | -89,080 | -5,239 | |
Options cancelled/forfeited/expired - grant date fair value | -29,804 | -148,577 | -38,878 | |
Outstanding, ending - grant date fair value | 1,654,641 | 1,327,163 | 1,144,024 | 990,995 |
Vested - grant date fair value | 654,948 | 722,143 | 709,902 | |
Exercisable - grant date fair value | $654,948 | $722,143 | $709,902 |
STOCK_BASED_COMPENSATION_Detai2
STOCK BASED COMPENSATION (Details 1) (USD $) | 12 Months Ended | |||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Stock Warrants | ||||
Outstanding, beginning - shares | 7,083 | 1,163,308 | 1,245,311 | |
Warrants granted - shares | 219,868 | 0 | 0 | |
Warrants exercised - shares | -833 | -631,250 | -37,500 | |
Warrants cancelled/forfeited/expired - shares | -6,250 | -524,975 | -44,503 | |
Outstanding, ending - shares | 219,868 | 7,083 | 1,163,308 | 1,245,311 |
Vested - shares | 109,934 | 833 | 1,150,808 | |
Exercisable - shares | 109,934 | 833 | 1,150,808 | |
Outstanding, beginning - weighted average exercise price | $2.72 | $12.37 | $12.48 | |
Warrants granted - weighted average exercise price | $3.01 | $0 | $0 | |
Warrants exercised - weighted average exercise price | ($10) | ($1.65) | ($1.08) | |
Warrants cancelled/forfeited/expired - weighted average exercise price | ($1.75) | ($25.38) | ($25) | |
Outstanding, ending - weighted average exercise price | $3.01 | $2.72 | $12.37 | $12.48 |
Vested - weighted average exercise price | $3.01 | $10 | $12.50 | |
Exercisable - weighted average exercise price | $3.01 | $10 | $12.50 | |
Outstanding, beginning - weighted average remaining contractual life (in years) | 5 years | 1 year 6 months 25 days | 4 months 24 days | 1 year 4 months 27 days |
Granted, weighted average remaining contractual life (in years) | 5 years | |||
Outstanding, ending - weighted average remaining contractual life (in years) | 5 years | 1 year 6 months 25 days | 4 months 24 days | 1 year 4 months 27 days |
Vested - weighted average remaining contractual life (in years) | 5 years | 3 months | 4 months 27 days | |
Exercisable - weighted average remaining contractual life (in years) | 5 years | 3 months | 4 months 27 days | |
Outstanding, beginning - grant date fair value | $2,900 | $128,889 | $142,065 | |
Warrants granted - grant date fair value | 140,149 | 0 | 0 | |
Warrants exercised - grant date fair value | -100 | -30,029 | -10,626 | |
Warrants cancelled/forfeited/expired - grant date fair value | -2,800 | -95,960 | -2,550 | |
Outstanding, ending - grant date fair value | 140,149 | 2,900 | 128,889 | 142,065 |
Vested - grant date fair value | 140,149 | 100 | 123,289 | |
Exercisable - grant date fair value | $140,149 | $100 | $123,289 |
STOCK_BASED_COMPENSATION_Detai3
STOCK BASED COMPENSATION (Details 2) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected volatility rate | 20.00% | ||
Expected volatility rate, minimum | 16.00% | 35.00% | |
Expected volatility rate, maximum | 17.00% | 39.00% | |
Expected dividends | 0.00% | 0.00% | 0.00% |
Expected term (in years) | 10 years | 10 years | |
Risk-free rate | 0.67% | 0.64% | |
Risk-free rate, minimum | 0.35% | ||
Risk-free rate, maximum | 0.39% | ||
Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected term (in years) | 5 years | ||
Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected term (in years) | 10 years |
EARNINGS_PER_SHARE_Details_Nar
EARNINGS PER SHARE (Details Narrative) | 12 Months Ended |
Dec. 31, 2014 | |
Earnings Per Share [Abstract] | |
Options to purchase | 1,078,668 |
Warrants to purchase | 833 |
EARNINGS_PER_SHARE_Details
EARNINGS PER SHARE (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Numerator: | |||
Net income (loss) available to common shareholders | ($5,546,243) | $7,879,470 | $3,658,267 |
Denominator: | |||
Weighted-average common shares outstanding | 23,807,780 | 17,830,194 | 12,138,229 |
Basic earnings per share (in USD per share) | ($0.23) | $0.44 | $0.30 |
Numerator: | |||
Net income (loss) available to common shareholders | ($5,546,243) | $7,879,470 | $3,658,267 |
Effect of dilutive securities | |||
Stock options and warrants | 0 | 1,033,633 | 1,215,014 |
Preferred stock | 0 | 1,319,002 | 1,512,891 |
Shares used in computing earnings per share | |||
Diluted weighted-average shares outstanding | 23,807,780 | 20,182,829 | 14,866,134 |
Diluted earnings (loss) per share (in USD per share) | ($0.23) | $0.39 | $0.25 |
COMMON_STOCK_Details_Narrative
COMMON STOCK (Details Narrative) (USD $) | 1 Months Ended | 12 Months Ended | 1 Months Ended | 0 Months Ended | 1 Months Ended | |||||
Jun. 30, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | 31-May-14 | Sep. 30, 2014 | Dec. 31, 2014 | Oct. 03, 2014 | Aug. 31, 2014 | Apr. 30, 2014 | |
employee | employee | |||||||||
Conversion of Stock [Line Items] | ||||||||||
Common stock, shares authorized | 750,000,000 | 750,000,000 | 750,000,000 | |||||||
Common stock, par value | $0.00 | $0.00 | $0.00 | |||||||
Common stock, shares issued | 28,108,105 | 21,205,609 | 28,108,105 | |||||||
Common stock, shares outstanding | 28,108,105 | 21,205,609 | 28,108,105 | |||||||
Number of votes per share of common stock | 1 | |||||||||
Warrants exercised, shares | 6,250 | 6,250 | ||||||||
Warrants exercised, shares net | 6,250 | 6,250 | ||||||||
Warrants exercised, cash | $10,937 | |||||||||
Options to purchase shares, exercised gross | 637,750 | 637,750 | ||||||||
Options to purchase shares, exercised net | 609,722 | 609,722 | ||||||||
Options to purchase shares, value | 205,125 | 205,125 | ||||||||
Options to purchase shares, cash exercise | 359,238 | |||||||||
Aggregate exercise price, stock options exercised | 564,363 | |||||||||
Proceeds from stock offering | 15,803,000 | |||||||||
Stock offering costs | 1,247,000 | |||||||||
Aggregate number of shares authorized for purchase | 325,000 | 711,667 | 225,000 | |||||||
Exercise price of options (in USD per share) | $7.61 | $2.46 | $1.91 | |||||||
Common stock | ||||||||||
Conversion of Stock [Line Items] | ||||||||||
New shares as a result of stock conversion, in shares | 688,583 | |||||||||
Shares issued in connection with secondary offering | 2,200,000 | |||||||||
Value of shares issued in connection with secondary offering | 17,050,000 | |||||||||
Series A Preferred Stock | ||||||||||
Conversion of Stock [Line Items] | ||||||||||
Preferred stock converted to common stock, shares | 688,583 | |||||||||
Number of common shares issued for each convertible preferred share | 1 | 1 | ||||||||
Omega Refining | Restricted stock | ||||||||||
Conversion of Stock [Line Items] | ||||||||||
Shares issued in connection with secondary offering | 500,000 | |||||||||
Value of shares issued in connection with secondary offering | 3,266,000 | |||||||||
E-Source Holdings, LLC | Common stock | ||||||||||
Conversion of Stock [Line Items] | ||||||||||
Shares issued in connection with secondary offering | 207,743 | |||||||||
Value of shares issued in connection with secondary offering | 1,790,745 | |||||||||
Stock issued during period as part of business combination, percentage of remaining payment | 30.00% | |||||||||
Heartland Group Holdings, LLC | Restricted stock | ||||||||||
Conversion of Stock [Line Items] | ||||||||||
Shares issued in connection with secondary offering | 2,201,601 | |||||||||
Value of shares issued in connection with secondary offering | 5,349,000 | |||||||||
Shares sold during period to Chief Executive Officer | 488,598 | |||||||||
Value of shares sold during period to Chief Executive Officer | 1,470,680 | |||||||||
Director | ||||||||||
Conversion of Stock [Line Items] | ||||||||||
Term of consulting agreement | 1 year | |||||||||
Renewal threshold before term automatically renews | 30 days | |||||||||
Termination notice period | 30 days | |||||||||
Consulting fee (monthly) | 10,000 | |||||||||
Maximum number of shares per option granted | 75,000 | |||||||||
Exercise price of shares (in USD per share) | $6.62 | |||||||||
Stock option | ||||||||||
Conversion of Stock [Line Items] | ||||||||||
Number of employees granted stock options | 1 | 2 | ||||||||
Aggregate number of shares authorized for purchase | 100,000 | 150,000 | ||||||||
Term of awards | 10 years | 10 years | ||||||||
Exercise price of options (in USD per share) | $8.44 | $7.55 | ||||||||
Number of options vested on grant date | 25,000 | |||||||||
Annual vesting rights (shares) | 18,750 | |||||||||
Award vesting period | 4 years | |||||||||
Annual vesting percentage | 25.00% | 25.00% | ||||||||
Warrants sold to Chief Executive Officer | ||||||||||
Conversion of Stock [Line Items] | ||||||||||
Class of Warrant or Right, Fair Value of Warrant or Right | $74,074 | |||||||||
Warrant coverage in connection with sale of stock, percentage | 45.00% | |||||||||
Term of warrants | 5 years | |||||||||
Exercise price of warrants (in USD per share) | $3.01 | $3.01 | ||||||||
Cashless exercise period following grant date | 6 months | |||||||||
Warrants sold to Chief Executive Officer | Common stock | ||||||||||
Conversion of Stock [Line Items] | ||||||||||
Number of shares called by warrants | 109,934 | 109,934 |
PREFERRED_STOCK_Details_Narrat
PREFERRED STOCK (Details Narrative) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Class of Stock [Line Items] | ||
Preferred stock, shares authorized | 50,000,000 | 50,000,000 |
Preferred stock, par value | $0.00 | $0.00 |
Series A Preferred Stock | ||
Class of Stock [Line Items] | ||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, par value | $0.00 | $0.00 |
Preferred stock, shares issued | 630,419 | 1,319,002 |
Preferred stock, shares outstanding | 630,419 | 1,319,002 |
Amount each share of preferred stock is entitled to receive prior to similar liquidation payments ( in USD per share) | $1.49 | |
Conversion conditions, number of consecutive trading days | 20 days | |
Conversion conditions, minimum gross public offering amount | $10,000,000 | |
Conversion conditions, minimum proceeds to shareholders if the Company is sold (in USD per share) | $10 | |
Number of common shares issued for each convertible preferred share | 1 | |
Series B Preferred Stock | ||
Class of Stock [Line Items] | ||
Preferred stock, shares authorized | 2,000,000 | |
Preferred stock, shares issued | 0 | |
Preferred stock, shares outstanding | 0 | |
Conversion conditions, number of consecutive trading days | 10 days | |
Number of common shares issued for each convertible preferred share | 1 | |
Conversion conditions, conversion price of preferred stock (in USD per share) | $1 | |
Minimum | Series A Preferred Stock | ||
Class of Stock [Line Items] | ||
Conversion conditions, average common share market price (minimum) (in USD per share) | $15 | |
Conversion conditions, average daily trading volume (minimum) | 7,500 | |
Conversion conditions, price per share if Company consummates an underwritten public offering (minimum) (in USD per share) | $10 | |
Minimum | Series B Preferred Stock | ||
Class of Stock [Line Items] | ||
Conversion conditions, trading price of common stock (minimum) (in USD per share) | $2 |
ACQUISITIONS_Details_Narrative
ACQUISITIONS (Details Narrative) (USD $) | 12 Months Ended | 0 Months Ended | 1 Months Ended | 3 Months Ended | 0 Months Ended | ||||||||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Mar. 14, 2014 | Jan. 01, 2014 | Oct. 01, 2013 | Aug. 31, 2014 | Sep. 30, 2014 | 2-May-14 | Dec. 05, 2014 | Sep. 30, 2014 | Sep. 04, 2014 | Jan. 31, 2014 | |
Business Acquisition [Line Items] | |||||||||||||
Payments on contingent consideration | $136,662 | ||||||||||||
Bargain purchase gain | 6,948,686 | 0 | 0 | ||||||||||
Acquisition related expenses | 3,813,668 | 53,742 | 1,256,576 | ||||||||||
E-Source Holdings, LLC | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Acquisition, percent acquired | 51.00% | 51.00% | |||||||||||
Total purchase price | 900,000 | ||||||||||||
Additional earn-out payment for contingent consideration | 748,000 | 748,000 | 748,000 | ||||||||||
Additional earn-out payment, percentage of net income before income taxes, commission | 20.00% | ||||||||||||
Additional earn-out payment, average closing sales price measurement period | 5 days | ||||||||||||
Additional earn-out payment, average closing sales price, trading days of each valuation period | 5 days | ||||||||||||
Additional earn-out payment, valuation price (in USD per share) | $3.29 | ||||||||||||
Additional ownership percentage acquired | 19.00% | ||||||||||||
Payments to acquire additional interest in subsidiary | 854,050 | ||||||||||||
Contingent consideration, Number of shares to be issued based on 2014 metrics | 207,743 | ||||||||||||
Payments on contingent consideration | 136,662 | 136,662 | |||||||||||
Contingent consideration write off | 611,338 | 611,338 | |||||||||||
Ownership percentage | 100.00% | ||||||||||||
Number of shares issued as part of acquisition | 207,743 | ||||||||||||
Omega Refining | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Total purchase price | 32,436,000 | ||||||||||||
Acquisition, cash paid | 28,764,000 | ||||||||||||
Amount of loan provided to acquiree | 13,800,000 | ||||||||||||
Bargain purchase gain | 6,574,000 | 6,574,000 | |||||||||||
Total identifiable net assets acquired, excluding goodwill | 46,680,000 | ||||||||||||
Additional amount recognized as a bargain purchase gain during period | 92,635 | ||||||||||||
Total identifiable assets, excluding goodwill | 39,010,000 | ||||||||||||
Acquisition related expenses | 2,559,830 | ||||||||||||
EBITDA measurement period | 12 months | ||||||||||||
Heartland Group Holdings, LLC | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Total purchase price | 12,007,000 | ||||||||||||
Bargain purchase gain | 375,000 | ||||||||||||
Total identifiable net assets acquired, excluding goodwill | 12,382,000 | ||||||||||||
Acquisition related expenses | 464,139 | ||||||||||||
Post-closing inventory adjustment period | 60 days | ||||||||||||
Number of consecutive trading days used to compute weighted-average closing price per share | 10 days | ||||||||||||
Closing volume weighted-average price (in dollars per share) | $3.56 | ||||||||||||
Maximum earn-out consideration | 8,276,792 | ||||||||||||
EBITDA measurement period | 12 months | ||||||||||||
Contingent payment, cash (percentage) | 50.00% | ||||||||||||
Contingent payment due, shares (percentage) | 50.00% | ||||||||||||
Contingent consideration reduction (maximum) | 866,667 | ||||||||||||
Aggregate capital expenditures incurred | 1,300,000 | ||||||||||||
Maximum number of common stock shares to be issued to outstanding shares of common stock outstanding, percentage | 19.90% | ||||||||||||
Maximum combined voting power, percentage | 19.90% | ||||||||||||
Period to file registration statement following Closing | 90 days | 135 days | |||||||||||
Minimum shares required to be registered within 135 days following closing | 1,189,637 | ||||||||||||
Period to obtain effectiveness of registration statement | 30 days | ||||||||||||
Period to obtain effectiveness of registration statement if SEC performs review | 105 days | ||||||||||||
Maximum number of shares sold following Purchase Agreement (per week) | 50,000 | ||||||||||||
Vertex Energy Operating | E-Source Holdings, LLC | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Additional ownership percentage acquired | 19.00% | 30.00% | 30.00% | 30.00% | 19.00% | ||||||||
Restricted stock | Omega Refining | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Number of shares issued as part of acquisition | 500,000 | ||||||||||||
Value of shares issued as part of business acquisition | 3,266,000 | ||||||||||||
Maximum | E-Source Holdings, LLC | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Additional earn-out payment, percentage of net income before income taxes (years 2014-2017) | 15.00% | ||||||||||||
Minimum | E-Source Holdings, LLC | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Additional earn-out payment payable in restricted common stock shares, percentage | 20.00% | ||||||||||||
Additional earn-out payment payable in restricted common stock shares, amount | 100,000 |
ACQUISITIONS_Details
ACQUISITIONS (Details) (USD $) | 0 Months Ended | |
2-May-14 | Dec. 05, 2014 | |
Omega Refining | ||
Business Acquisition [Line Items] | ||
Cash and cash equivalents | $406,000 | |
Accounts receivable | 950,000 | |
Inventory | 4,192,000 | |
Prepaid expenses | 71,000 | |
Property, plant and equipment | 30,000,000 | |
Deposits | 400,000 | |
Bango secured note issued by vertex | 8,308,000 | |
Technology | 2,287,000 | |
Non-compete agreements | 66,000 | |
Total identifiable net assets | 46,680,000 | |
Less liabilities assumed, including contingent consideration | -7,670,000 | |
Gain on purchase | -6,574,000 | |
Total purchase price | 32,436,000 | |
Heartland Group Holdings, LLC | ||
Business Acquisition [Line Items] | ||
Inventory | 2,248,000 | |
Property, plant and equipment | 7,543,000 | |
Total identifiable net assets | 12,382,000 | |
Gain on purchase | -375,000 | |
Total purchase price | 12,007,000 | |
Customer relationships | Heartland Group Holdings, LLC | ||
Business Acquisition [Line Items] | ||
Finite-lived intangible assets | 352,000 | |
Vendor relationships | Heartland Group Holdings, LLC | ||
Business Acquisition [Line Items] | ||
Finite-lived intangible assets | 1,876,000 | |
Tradename | Heartland Group Holdings, LLC | ||
Business Acquisition [Line Items] | ||
Finite-lived intangible assets | $363,000 |
ACQUISITIONS_Details_1
ACQUISITIONS (Details 1) (USD $) | 0 Months Ended | |
2-May-14 | Dec. 05, 2014 | |
Omega Refining | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Estimated Cost | $2,353,000 | |
Omega Refining | Non-competes | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Estimated Cost | 66,000 | |
Useful life (in years) | 1 year | |
Omega Refining | Technology | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Estimated Cost | 2,287,000 | |
Useful life (in years) | 15 years | |
Heartland Group Holdings, LLC | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Estimated Cost | 2,591,000 | |
Heartland Group Holdings, LLC | Customer relations | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Estimated Cost | 352,000 | |
Useful life (in years) | 9 years | |
Heartland Group Holdings, LLC | Vendor relationships | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Estimated Cost | 1,876,000 | |
Useful life (in years) | 10 years | |
Heartland Group Holdings, LLC | Tradename | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Estimated Cost | $363,000 | |
Useful life (in years) | 15 years |
ACQUISITIONS_Details_2
ACQUISITIONS (Details 2) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Business Acquisition [Line Items] | |||
Revenue | $258,904,867 | $161,967,252 | $134,573,243 |
Income from operations | -10,494,621 | 7,051,203 | 2,391,250 |
Net income (loss) | -5,871,642 | 8,311,432 | 3,658,267 |
Net income (loss) attributable to non-controlling interest | 325,399 | -431,962 | 0 |
Net income (loss) attributable to Vertex Energy, Inc. | -5,546,243 | 7,879,470 | 3,658,267 |
Earnings (loss) per common share - Basic (in USD per share) | ($0.23) | $0.44 | $0.30 |
Earnings (loss) per common share - Diluted (in USD per share) | ($0.23) | $0.39 | $0.25 |
Business Acquisition, Pro Forma Information [Abstract] | |||
Earnings (loss) per common share-Basic (in USD per share) | ($0.23) | $0.44 | |
Earnings (loss) per common share-Diluted (in USD per share) | ($0.23) | $0.39 | |
Omega Refining | |||
Business Acquisition, Pro Forma Information [Abstract] | |||
Revenue | 297,530,020 | 301,996,638 | |
Income from operations | -9,690,082 | 4,629,228 | |
Net income (loss) | -5,264,085 | 1,264,292 | |
Net income (loss) attributable to non-controlling interests | 325,399 | -431,962 | |
Net income (loss) attributable to Vertex Energy, Inc. | -4,938,686 | 832,330 | |
Earnings (loss) per common share-Basic (in USD per share) | ($0.21) | $0.05 | |
Earnings (loss) per common share-Diluted (in USD per share) | ($0.21) | $0.04 | |
Heartland Group Holdings, LLC | |||
Business Acquisition, Pro Forma Information [Abstract] | |||
Revenue | 285,858,265 | 193,815,354 | |
Income from operations | -15,458,159 | 2,067,549 | |
Net income (loss) | -50,992,328 | 1,338,672 | |
Net income (loss) attributable to non-controlling interests | 325,399 | -431,962 | |
Net income (loss) attributable to Vertex Energy, Inc. | ($50,666,929) | $906,710 | |
Earnings (loss) per common share-Basic (in USD per share) | ($2.13) | $0.02 | |
Earnings (loss) per common share-Diluted (in USD per share) | ($2.13) | $0.04 |
ACQUISITIONS_Details_3
ACQUISITIONS (Details 3) (Heartland Group Holdings, LLC, USD $) | 0 Months Ended |
Dec. 05, 2014 | |
Business Acquisition [Line Items] | |
Contingent consideration, reduction percentage of capital expenditures incurred | 66.67% |
Tier One | |
Business Acquisition [Line Items] | |
Contingent payment due | 0 |
Tier One | Maximum | |
Business Acquisition [Line Items] | |
EBITDA generated during earnout period | 1,650,000 |
Tier Two | |
Business Acquisition [Line Items] | |
Contingent payment due | 4,138,396 |
Tier Two | Minimum | |
Business Acquisition [Line Items] | |
EBITDA generated during earnout period | 1,650,000 |
Tier Three | Maximum | |
Business Acquisition [Line Items] | |
EBITDA generated during earnout period | 3,300,000 |
Contingent payment due | 8,276,792 |
Tier Three | Minimum | |
Business Acquisition [Line Items] | |
EBITDA generated during earnout period | 1,600,000 |
Contingent payment due | 4,138,396 |
Tier Four | |
Business Acquisition [Line Items] | |
Contingent payment due | 8,276,792 |
Tier Four | Minimum | |
Business Acquisition [Line Items] | |
EBITDA generated during earnout period | 3,300,000 |
CONTINGENT_CONSIDERATION_Detai
CONTINGENT CONSIDERATION (Details Narrative) (USD $) | 12 Months Ended | 0 Months Ended | 1 Months Ended | 3 Months Ended | 0 Months Ended | ||||||||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | 2-May-14 | Jan. 01, 2014 | Aug. 31, 2014 | Sep. 30, 2014 | Dec. 05, 2014 | Sep. 30, 2014 | Sep. 04, 2014 | Jan. 31, 2014 | Oct. 01, 2013 | Dec. 31, 2015 | |
Business Acquisition, Contingent Consideration [Line Items] | |||||||||||||
Reduction of contingent consideration | $5,248,588 | $2,238,750 | $0 | ||||||||||
Payments on contingent consideration | 136,662 | ||||||||||||
Estimated value of stock to be issued recorded in additional paid in capital | 46,595,472 | 19,579,732 | |||||||||||
Vertex Acquisition Sub | |||||||||||||
Business Acquisition, Contingent Consideration [Line Items] | |||||||||||||
Annual payment for contingent consideration | 2,233,000 | ||||||||||||
Reduction of contingent consideration | 1,555,000 | ||||||||||||
Reduction of 2014 contingent consideration | 1,306,000 | ||||||||||||
Percentage of discounted cash flows, year three | 100.00% | ||||||||||||
Omega Refining | |||||||||||||
Business Acquisition, Contingent Consideration [Line Items] | |||||||||||||
Reduction of contingent consideration | 2,165,000 | ||||||||||||
EBITDA measurement period | 12 months | ||||||||||||
EBITDA performance period | 18 months | ||||||||||||
Earnings before interest, taxes, depreciation, and amortization (EBITDA), target amount over succeeding 12-month period | 8,000,000 | ||||||||||||
Reduction of contingent consideration, percentage | -100.00% | ||||||||||||
E-Source Holdings, LLC | |||||||||||||
Business Acquisition, Contingent Consideration [Line Items] | |||||||||||||
Annual payment for contingent consideration | 748,000 | 748,000 | 748,000 | ||||||||||
Acquisition, percent acquired | 51.00% | 51.00% | |||||||||||
Payment to seller, 2014 | 260,000 | ||||||||||||
Payment to seller, 2015 | 260,000 | ||||||||||||
Payment to seller, 2016 | 260,000 | ||||||||||||
Payment to seller, 2017 | 260,000 | ||||||||||||
Payments on contingent consideration | 136,662 | 136,662 | |||||||||||
Contingent consideration write off | 611,338 | 611,338 | |||||||||||
Additional ownership percentage acquired | 19.00% | ||||||||||||
Ownership percentage | 100.00% | ||||||||||||
Number of shares issued as part of acquisition | 207,743 | ||||||||||||
Heartland Group Holdings, LLC | |||||||||||||
Business Acquisition, Contingent Consideration [Line Items] | |||||||||||||
EBITDA measurement period | 12 months | ||||||||||||
Maximum earn-out consideration | 8,276,792 | ||||||||||||
Contingent payment, cash (percentage) | 50.00% | ||||||||||||
Contingent payment due, shares (percentage) | 50.00% | ||||||||||||
Contingent consideration reduction (maximum) | 866,667 | ||||||||||||
Aggregate capital expenditures incurred | 1,300,000 | ||||||||||||
Maximum | Omega Refining | |||||||||||||
Business Acquisition, Contingent Consideration [Line Items] | |||||||||||||
Earnings before interest, taxes, depreciation, and amortization (EBITDA), shares | 470,498 | ||||||||||||
Minimum | Omega Refining | |||||||||||||
Business Acquisition, Contingent Consideration [Line Items] | |||||||||||||
Earnings before interest, taxes, depreciation, and amortization (EBITDA), annual target amount | $9,000,000 | ||||||||||||
Forecast | Maximum | Omega Refining | |||||||||||||
Business Acquisition, Contingent Consideration [Line Items] | |||||||||||||
Earnings before interest, taxes, depreciation, and amortization (EBITDA), shares | 770,498 | ||||||||||||
Vertex Energy Operating | E-Source Holdings, LLC | |||||||||||||
Business Acquisition, Contingent Consideration [Line Items] | |||||||||||||
Additional ownership percentage acquired | 19.00% | 30.00% | 30.00% | 30.00% | 19.00% |
SEGMENT_REPORTING_Details
SEGMENT REPORTING (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Segment Reporting Information [Line Items] | |||
Revenues | $258,904,867 | $161,967,252 | |
Net income (loss) from operations | -10,494,621 | 7,051,203 | 2,391,250 |
Total Assets | 133,822,231 | 64,546,356 | |
Operating Segments | |||
Segment Reporting Information [Line Items] | |||
Revenues | 134,573,243 | ||
Net income (loss) from operations | 2,391,250 | ||
Total Assets | 49,102,377 | ||
Operating Segments | Black Oil | |||
Segment Reporting Information [Line Items] | |||
Revenues | 170,912,949 | 89,120,218 | 89,132,373 |
Net income (loss) from operations | -6,524,843 | 1,057,254 | -764,246 |
Total Assets | 122,691,362 | 48,172,680 | 44,581,361 |
Operating Segments | Refining & Marketing | |||
Segment Reporting Information [Line Items] | |||
Revenues | 72,695,922 | 55,729,434 | 44,335,551 |
Net income (loss) from operations | -318,107 | 3,044,773 | 3,162,150 |
Total Assets | 4,471,858 | 8,817,544 | 4,254,082 |
Operating Segments | Recovery | |||
Segment Reporting Information [Line Items] | |||
Revenues | 15,295,996 | 17,117,600 | 1,105,319 |
Net income (loss) from operations | -3,651,671 | 2,949,176 | -6,654 |
Total Assets | $6,659,011 | $7,556,132 | $266,934 |
SUBSEQUENT_EVENTS_Details_1
SUBSEQUENT EVENTS (Details 1) (USD $) | 12 Months Ended | 1 Months Ended | 0 Months Ended | |||||
Dec. 31, 2014 | Feb. 28, 2015 | Dec. 05, 2014 | Feb. 03, 2015 | 2-May-14 | Jan. 14, 2015 | Jan. 31, 2015 | Jan. 07, 2015 | |
Series A Preferred Stock | ||||||||
Subsequent Event [Line Items] | ||||||||
Preferred stock converted to common stock, shares | 688,583 | |||||||
Series A Preferred Stock | Subsequent event | ||||||||
Subsequent Event [Line Items] | ||||||||
Preferred stock converted to common stock, shares | 17,476 | |||||||
Common stock | ||||||||
Subsequent Event [Line Items] | ||||||||
New shares as a result of stock conversion, in shares | 688,583 | |||||||
Common stock | Subsequent event | ||||||||
Subsequent Event [Line Items] | ||||||||
New shares as a result of stock conversion, in shares | 17,476 | |||||||
Heartland Group Holdings, LLC | ||||||||
Subsequent Event [Line Items] | ||||||||
Number of consecutive trading days used to compute weighted-average closing price per share | 10 days | |||||||
Closing volume weighted-average price (in dollars per share) | $3.56 | |||||||
Post-closing inventory adjustment period | 60 days | |||||||
Heartland Group Holdings, LLC | Subsequent event | ||||||||
Subsequent Event [Line Items] | ||||||||
Number of consecutive trading days used to compute weighted-average closing price per share | 10 days | |||||||
Closing volume weighted-average price (in dollars per share) | $3.56 | |||||||
Contingent consideration payment due from inventory true-up | $200,000 | |||||||
Number of shares owed to acquiree as part of inventory true-up | 56,180 | |||||||
Post-closing inventory adjustment period | 60 days | |||||||
Vertex Refining NV, LLC | Omega Refining and Bango Refining | Omega Secured Note | ||||||||
Subsequent Event [Line Items] | ||||||||
Promissory note receivable | 13,858,067 | |||||||
Vertex Refining NV, LLC | Omega Refining and Bango Refining | Omega Secured Note | Subsequent event | ||||||||
Subsequent Event [Line Items] | ||||||||
Increase in principal amount of note receivable | 500,000 | |||||||
Reduction in motor oil inventory deferral | 500,000 | |||||||
Vertex Refining NV, LLC | Omega Refining and Bango Refining | Omega Secured Note | Maximum | Subsequent event | ||||||||
Subsequent Event [Line Items] | ||||||||
Promissory note receivable | 14,358,067 | |||||||
Increase in principal amount of note receivable | $500,000 |
SUBSEQUENT_EVENTS_Details_2
SUBSEQUENT EVENTS (Details 2) (USD $) | 0 Months Ended | 6 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | 0 Months Ended | ||||
Mar. 27, 2015 | Mar. 26, 2015 | Jun. 30, 2015 | Jun. 30, 2015 | Dec. 31, 2016 | Jun. 30, 2016 | Dec. 31, 2015 | Dec. 31, 2017 | Jan. 07, 2015 | Mar. 31, 2015 | |
payment | ||||||||||
Secured debt | Subsequent event | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Qualified accounts advance rate | 85.00% | |||||||||
Eligible inventory advance rate | 50.00% | |||||||||
The Second Amendment | Secured debt | Subsequent event | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Note payable, monthly principal payments not required under new credit agreement | $800,000 | |||||||||
Prepayment required before June 30, 2015 | 9,100,000 | |||||||||
Prepayment terms, percentage of the extend total consolidated debt exceeds total consolidated EBITDA | 100.00% | |||||||||
Annual payments for administration fees (including $50,000 upon entry into Second Amendment) | 50,000 | |||||||||
Prepayment amount, in addition to required amount | 6,000,000 | |||||||||
MidCap Loan Agreement | Secured debt | Subsequent event | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Qualified accounts advance rate | 53.00% | |||||||||
Eligible inventory advance rate | 31.00% | |||||||||
Qualified accounts, advance rate reduction per percentage point | 1.00% | |||||||||
Qualified accounts, advance rate reduction, calculation threshold | 3.00% | |||||||||
Long-term debt | 500,000 | 1,350,000 | ||||||||
Non-refundable fee, percentage of credit limit | 0.75% | |||||||||
Line of credit, maximum borrowing capacity | 7,000,000 | |||||||||
Non-refundable fee per credit agreement | 52,500 | |||||||||
Collateral monitoring charge, percentage | 0.20% | |||||||||
Placement fee, percentage of credit limit | 0.50% | |||||||||
Covenant terms, available capacity, minimum percentage of credit limit | 10.00% | |||||||||
Covenant terms, minimum borrowing capacity | 700,000 | |||||||||
Default events, judgment against company | 250,000 | |||||||||
Default events, judgment appeal period | 30 days | |||||||||
Default events, maximum time period to appoint interim successor | 10 days | |||||||||
Default events, maximum time period to appoint permanent successor | 60 days | |||||||||
Minimum written termination notice | 60 days | |||||||||
Termination fee | 70,000 | |||||||||
Effective interest rate | 1.75% | |||||||||
Minimum average daily loan balance | 3,000,000 | |||||||||
Maximum | Secured debt | Subsequent event | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Default interest rate | 2.00% | |||||||||
Maximum | The Second Amendment | Secured debt | Subsequent event | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Interest rate increase | 2.00% | |||||||||
Default interest rate | 4.00% | |||||||||
Prepayment required before June 30, 2015 | 15,100,000 | |||||||||
Additional borrowing capacity | 7,000,000 | |||||||||
Maximum | MidCap Loan Agreement | Secured debt | Subsequent event | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Additional borrowing capacity | 6,000,000 | |||||||||
Collateral monitoring charge | 3,000,000 | |||||||||
Minimum | The Second Amendment | Secured debt | Subsequent event | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Prepayment required before June 30, 2015 | 9,100,000 | |||||||||
Minimum | MidCap Loan Agreement | Secured debt | Subsequent event | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Agreed upon amount of loan | 7,000,000 | |||||||||
Agreed upon amount of loan, percentage of accounts receivable | 85.00% | |||||||||
Additional agreed upon loan amount | 3,000,000 | |||||||||
Forecast | The Second Amendment | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Amendment terms, mandatory amount of cash and available borrowings | 750,000 | 2,500,000 | 2,000,000 | 1,500,000 | 3,000,000 | |||||
Lender Warrant | The Second Amendment | Secured debt | Subsequent event | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Period to obtain effectiveness of registration statement | 90 days | |||||||||
Period to obtain effectiveness of registration statement if SEC performs review | 120 days | |||||||||
Damages owed if deadline not met for registration statement, period one | 90 days | |||||||||
Damages owed if deadline not met for registration statement, period two | 120 days | |||||||||
Damages owed, period interval (pro rata if less than) | 30 days | |||||||||
Damages owed if deadlines are not met, percentage of exercise price | 1.00% | |||||||||
Effective registration suspension period | 30 days | |||||||||
Effective registration, annual number of suspension days | 45 days | |||||||||
Damage terms, damages payable period (pro rata if less than) | 30 days | |||||||||
Registration statement, maximum length of suspension, without consent | 90 days | |||||||||
Lender Warrant | Minimum | The Second Amendment | Secured debt | Subsequent event | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Exercise price of warrants (in USD per share) | $3.40 | |||||||||
Lender Warrant | Common Stock | The Second Amendment | Secured debt | Subsequent event | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Number of securities called by each warrant | 1,766,874 | |||||||||
Raw materials and finished goods | Minimum | MidCap Loan Agreement | Secured debt | Subsequent event | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Additional agreed upon loan amount, percentage of inventory | 50.00% | |||||||||
MidCap | MidCap Loan Agreement | Secured debt | Subsequent event | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Default events, maximum indebtedness threshold | 250,000 | |||||||||
E-Source Holdings, LLC | Texas Citizens Bank | Secured debt | Subsequent event | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Long-term debt | 2,201,372 | |||||||||
Effective interest rate | 5.50% | |||||||||
Number of monthly loan payments | 59 | |||||||||
Interest and principal payment (monthly) | $42,126 |