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MarketScreener Homepage  >  Equities  >  Nasdaq  >  Vertex Energy, Inc.    VTNR

VERTEX ENERGY, INC.

(VTNR)
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VERTEX ENERGY : Management's Discussion and Analysis of Financial Condition and Results of Operations (form 10-Q)

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08/11/2020 | 06:03am EDT

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION


This Report contains forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. In some cases, you can
identify forward-looking statements by the following words: "anticipate,"
"believe," "continue," "could," "estimate," "expect," "intend," "may,"
"ongoing," "plan," "potential," "predict," "project," "should," or the negative
of these terms or other comparable terminology, although not all forward-looking
statements contain these words. Forward-looking statements are not a guarantee
of future performance or results, and will not necessarily be accurate
indications of the times at, or by, which such performance or results will be
achieved. Forward-looking statements are based on information available at the
time the statements are made and involve known and unknown risks, uncertainties
and other factors that may cause our results, levels of activity, performance or
achievements to be materially different from the information expressed or
implied by the forward-looking statements in this Report. These factors include:

• risks associated with our outstanding credit facilities, including amounts

owed, restrictive covenants, security interests thereon and our ability to

repay such facilities and amounts due thereon when due;

• risks associated with our outstanding preferred stock, including redemption

obligations in connection therewith, restrictive covenants and our ability to

redeem such securities when required pursuant to the terms of such securities

and applicable law;

• the level of competition in our industry and our ability to compete;

• our ability to respond to changes in our industry;

• the loss of key personnel or failure to attract, integrate and retain

additional personnel;

• our ability to protect our intellectual property and not infringe on others'

intellectual property;

• our ability to scale our business;

• our ability to maintain supplier relationships and obtain adequate supplies of

feedstocks;

• our ability to obtain and retain customers;

• our ability to produce our products at competitive rates;

• our ability to execute our business strategy in a very competitive

environment;

• trends in, and the market for, the price of oil and gas and alternative energy

sources;

• our ability to maintain our relationship with KMTEX;

• the impact of competitive services and products;

• our ability to integrate acquisitions;

• our ability to complete future acquisitions;

• our ability to maintain insurance;

• potential future litigation, judgments and settlements;

• rules and regulations making our operations more costly or restrictive,

including IMO 2020 (defined below);

• changes in environmental and other laws and regulations and risks associated

with such laws and regulations;

• economic downturns both in the United States and globally;

• risk of increased regulation of our operations and products;

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• negative publicity and public opposition to our operations;

• disruptions in the infrastructure that we and our partners rely on;

• an inability to identify attractive acquisition opportunities and successfully

negotiate acquisition terms;

• our ability to effectively integrate acquired assets, companies, employees or

businesses;

• liabilities associated with acquired companies, assets or businesses;

• interruptions at our facilities;

• unexpected changes in our anticipated capital expenditures resulting from

unforeseen required maintenance, repairs, or upgrades;

• our ability to acquire and construct new facilities;

• certain events of default which have occurred under our debt facilities and

previously been waived;

• prohibitions on borrowing and other covenants of our debt facilities;

• our ability to effectively manage our growth;

• decreases in global demand for, and the price of, oil, due to COVID-19, state,

federal and foreign responses thereto;

• risks associated with COVID-19, the global efforts to stop the spread of

COVID-19, potential downturns in the U.S. and global economies due to COVID-19

and the efforts to stop the spread of the virus, and COVID-19 in general;

• the lack of capital available on acceptable terms to finance our continued

growth; and

• other risk factors included under "Risk Factors" in our latest Annual Report

on Form 10-K and set forth below under "Risk Factors".




You should read the matters described in, and incorporated by reference in,
"  Risk Factors  " and the other cautionary statements made in this Report, and
incorporated by reference herein, as being applicable to all related
forward-looking statements wherever they appear in this Report. We cannot assure
you that the forward-looking statements in this Report will prove to be accurate
and therefore prospective investors are encouraged not to place undue reliance
on forward-looking statements. Other than as required by law, we undertake no
obligation to update or revise these forward-looking statements, even though our
situation may change in the future.

This information should be read in conjunction with the interim unaudited
financial statements and the notes thereto included in this Quarterly Report on
Form 10-Q, and the audited financial statements and notes thereto and "  Part
II", "Item 7, Management's Discussion and Analysis of Financial Condition and
Results of Operations  " contained in our Annual Report on Form 10-K for the
year ended December 31, 2019, filed with the Securities and Exchange Commission
on March 4, 2020 (the "Annual Report").

Certain capitalized terms used below and otherwise defined below, have the meanings given to such terms in the footnotes to our unaudited consolidated financial statements included above under " Part I - Financial Information" - "Item 1. Financial Statements ".


In this Quarterly Report on Form 10-Q, we may rely on and refer to information
regarding the refining, re-refining, used oil and oil and gas industries in
general from market research reports, analyst reports and other publicly
available information. Although we believe that this information is reliable, we
cannot guarantee the accuracy and completeness of this information, and we have
not independently verified any of it.

Please see the "  Glossary of Selected Terms  " incorporated by reference hereto
as Exhibit 99.1, for a list of abbreviations and definitions used throughout
this Report.


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Unless the context requires otherwise, references to the "Company," "we," "us,"
"our," "Vertex", "Vertex Energy" and "Vertex Energy, Inc." refer specifically to
Vertex Energy, Inc. and its consolidated subsidiaries.

In addition, unless the context otherwise requires and for the purposes of this report only:


"Base Oil" means the lubrication grade oils initially produced from refining
crude oil (mineral base oil) or through chemical synthesis (synthetic base oil).
In general, only 1% to 2% of a barrel of crude oil is suitable for refining into
base oil. The majority of the barrel is used to produce gasoline and other
hydrocarbons;

"Cutterstock" means fuel oil used as a blending agent added to other fuels. For example, to lower viscosity;


"Crack" means breaking apart crude oil into its component products, including
gases like propane, heating fuel, gasoline, light distillates like jet fuel,
intermediate distillates like diesel fuel and heavy distillates like grease;

"Exchange Act" refers to the Securities Exchange Act of 1934, as amended;


"Feedstock" means a product or a combination of products derived from crude oil
and destined for further processing in the refining or re-refining industries.
It is transformed into one or more components and/or finished products;

"Gasoline Blendstock" means naphthas and various distillate products used for blending or compounding into finished motor gasoline. These components can include reformulated gasoline blendstock for oxygenate blending (RBOB) but exclude oxygenates (alcohols and ethers), butane, and pentanes (an organic compound with properties similar to a butane);

"Hydrotreating" means the process of reacting oil fractions with hydrogen in the presence of a catalyst to produce high-value clean products;

"IMO 2020" effective January 1, 2020, the International Maritime Organization (IMO) mandated a maximum sulphur content of 0.5% in marine fuels globally;


"MDO" means marine diesel oil, which is a type of fuel oil and is a blend of
gasoil and heavy fuel oil, with less gasoil than intermediate fuel oil used in
the maritime field;

"Naphthas" means any of various volatile, highly flammable liquid hydrocarbon mixtures used chiefly as solvents and diluents and as raw materials for conversion to gasoline;


"Pygas" means pyrolysis gasoline, an aromatics-rich gasoline stream produced in
sizeable quantities by an ethylene plant. These plants are designed to crack a
number of feedstocks, including ethane, propane, naphtha, and gasoil. Pygas can
serve as a high-octane blendstock for motor gasoline or as a feedstock for an
aromatics extraction unit;

"SEC" or the "Commission" refers to the United States Securities and Exchange Commission;

"Securities Act" refers to the Securities Act of 1933, as amended; and

"VGO" refers to Vacuum Gas Oil (also known as cat feed) - a feedstock for a fluid catalytic cracker typically found in a crude oil refinery and used to make gasoline No. 2 oil and other byproducts.

Where You Can Find Other Information


We file annual, quarterly, and current reports, proxy statements and other
information with the Securities and Exchange Commission ("SEC"). Our SEC filings
(reports, proxy and information statements, and other information) are available
to the public over the Internet at the SEC's website at www.sec.gov and are
available for download, free of charge, soon after such reports are filed with
or furnished to the SEC, on the "Investor Relations," "SEC Filings" page of our
website at www.vertexenergy.com. Information on our website is not part of this
Report, and we do not desire to incorporate by reference such information
herein. Copies of documents filed by us with the SEC are also available from us
without charge, upon oral or written request to our Secretary, who can be
contacted at the address and telephone number set forth on the cover page of
this Report.

Novel Coronavirus (COVID-19)

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In December 2019, a novel strain of coronavirus, which causes the infectious
disease known as COVID-19, was reported in Wuhan, China. The World Health
Organization declared COVID-19 a "Public Health Emergency of International
Concern" on January 30, 2020 and a global pandemic on March 11, 2020. In March
and April, many U.S. states and local jurisdictions began issuing 'stay-at-home'
orders, which continue in various forms as of the date of this report.
Notwithstanding such 'stay-at-home' orders, to date, our operations have for the
most part been deemed an essential business under applicable governmental orders
based on the critical nature of the products we offer.

We sell products and services primarily in the U.S. domestic oil and gas
commodity markets. Throughout the first quarter of 2020, the industry
experienced multiple factors which lowered both the demand for, and prices of,
oil and gas. First, the COVID-19 pandemic lowered global demand for
hydrocarbons, as social distancing and travel restrictions were implemented
across the world. Second, the lifting of Organization of the Petroleum Exporting
Countries (OPEC)+ supply curtailments, and the associated increase in production
of oil, drove the global supply of hydrocarbons higher through the first quarter
of 2020. As a result of both dynamics, prices for hydrocarbons declined 67% from
peak prices within the quarter. In addition, while global gross domestic product
(GDP) growth was impacted by COVID-19 during the first half of 2020, we expect
GDP to continue to decline globally in the third and fourth quarters of 2020 and
for at least the early part of 2021, as a result of the COVID-19 pandemic. As a
result, we expect oil and gas related markets will continue to experience
significant volatility in 2020 and 2021. Our goal through this downturn has been
to remain disciplined in allocating capital and to focus on liquidity and cash
preservation. We are taking the necessary actions to right-size the business for
expected activity levels.

As a result of the impact of the COVID-19 outbreak, some of our feedstock
suppliers have permanently or temporarily closed their businesses, limited our
access to their businesses, or have experienced a decreased demand for services.
As a result of the above, and due to 'stay-at-home' and other social distancing
orders, as well as the decline in U.S. travel caused by COVID-19, we have seen a
significant decline in the amount of feedstocks (specifically used oil) that we
have been able to collect, and therefore process through our facilities. A
prolonged economic slowdown, period of social quarantine (imposed by the
government or otherwise), or a prolonged period of decreased travel due to
COVID-19 or the responses thereto, will likely have a material negative adverse
impact on our ability to produce products, and consequently our revenues and
results of operations.

The full extent of the impact of COVID-19 on our business and operations currently cannot be estimated and will depend on a number of factors including the scope and duration of the global pandemic.


Currently we believe that we have sufficient cash on hand and will generate
sufficient cash through operations to support our operations for the foreseeable
future; however, we will continue to evaluate our business operations based on
new information as it becomes available and will make changes that we consider
necessary in light of any new developments regarding the pandemic.

The pandemic is developing rapidly and the full extent to which COVID-19 will
ultimately impact us depends on future developments, including the duration and
spread of the virus, as well as potential seasonality of new outbreaks.

Description of Business Activities:
We are an environmental services company that recycles industrial waste streams
and off-specification commercial chemical products. Our primary focus is
recycling used motor oil and other petroleum by-products. We are engaged in
operations across the entire petroleum recycling value chain including
collection, aggregation, transportation, storage, re-refinement, and sales of
aggregated feedstock and re-refined products to end users. We operate in three
divisions: Black Oil, Refining and Marketing, and Recovery.
We currently provide our services in 15 states, primarily in the Gulf Coast,
Midwest and Mid-Atlantic regions of the United States. For the rolling
twelve-month period ending June 30, 2020, we aggregated approximately 83.1
million gallons of used motor oil and other petroleum by-product feedstocks and
managed the re-refining of approximately 69.7 million gallons of used motor oil
with our proprietary vacuum gas oil ("VGO") and Base Oil processes.
Our Black Oil division collects and purchases used motor oil directly from
third-party generators, aggregates used motor oil from an established network of
local and regional collectors, and sells used motor oil to our customers for use
as a feedstock or replacement fuel for industrial burners. We operate a refining
facility that uses our proprietary Thermal Chemical Extraction Process ("TCEP")
and we also utilize third-party processing facilities. TCEP's original purpose
was to re-fine used oil into marine cutterstock; however, in the third quarter
of fiscal 2015, that use ceased to be economically accretive, and instead, we
operated

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TCEP for the purposes of pre-treating our used motor oil feedstock prior to
shipping to our facility in Marrero, Louisiana from the third quarter of fiscal
2015 to the third quarter of 2019. During the fourth quarter of 2019, the
original purpose of TCEP once again became economically viable and at that time
we switched to using TCEP to re-fine used oil into marine cutterstock; provided
that with the recent decline in oil prices and challenges in obtaining
feedstock, we switched back to using TCEP for the purposes of pre-treating our
used motor oil feedstock prior to shipping to our facility in Marrero,
Louisiana, beginning in the first quarter of 2020, and continuing through the
filing date of this report.
We also acquired our Marrero, Louisiana facility, which facility re-refines used
motor oil and also produces VGO and the Myrtle Grove re-refining complex in
Belle Chasse, Louisiana (which is now owned by a special purpose entity which we
own an approximate 85% interest of) in May 2014.
Our Refining and Marketing division aggregates and manages the re-refinement of
used motor oil and other petroleum by-products and sells the re-refined products
to end customers.
Our Recovery division includes a generator solutions company for the proper
recovery and management of hydrocarbon streams as well as metals which includes
transportation and marine salvage services throughout the Gulf Coast.
Black Oil Division
Our Black Oil division is engaged in operations across the entire used motor oil
recycling value chain including collection, aggregation, transportation,
storage, refinement, and sales of aggregated feedstock and re-refined products
to end users. We collect and purchase used oil directly from generators such as
oil change service stations, automotive repair shops, manufacturing facilities,
petroleum refineries, and petrochemical manufacturing operations. We own a fleet
of 41 collection vehicles, which routinely visit generators to collect and
purchase used motor oil. We also aggregate used oil from a diverse network of
approximately 50 suppliers who operate similar collection businesses to ours.
We manage the logistics of transport, storage and delivery of used oil to our
customers. We own a fleet of 30 transportation trucks and more than 80
aboveground storage tanks with over 8.6 million gallons of storage capacity.
These assets are used by both the Black Oil division and the Refining and
Marketing division. In addition, we also utilize third parties for the
transportation and storage of used oil feedstocks. Typically, we sell used oil
to our customers in bulk to ensure efficient delivery by truck, rail, or barge.
In many cases, we have contractual purchase and sale agreements with our
suppliers and customers, respectively. We believe these contracts are beneficial
to all parties involved because it ensures that a minimum volume is purchased
from collectors and generators, a minimum volume is sold to our customers, and
we are able to minimize our inventory risk by a spread between the costs to
acquire used oil and the revenues received from the sale and delivery of used
oil. Also, as discussed above under "Description of Business Activities", from
time to time, when market conditions warrant (i.e., when oil prices are
sufficiently high), we have used our proprietary TCEP technology to re-refine
used oil into marine fuel cutterstock. Due to the recent decline in oil prices
and challenges in obtaining feedstock, since the first quarter of 2020, we have
used TCEP solely to pre-treat our used motor oil feedstock prior to shipping to
our facility in Marrero, Louisiana. In addition, at our Marrero, Louisiana
facility, we produce a Vacuum Gas Oil (VGO) product that is sold to refineries
as well as to the marine fuels market. At our Columbus, Ohio facility (Heartland
Petroleum), we produce a base oil product that is sold to lubricant packagers
and distributors.
Refining and Marketing Division
Our Refining and Marketing division is engaged in the aggregation of feedstock,
re-refining it into higher value-end products, and selling these products to our
customers, as well as related transportation and storage activities. We
aggregate a diverse mix of feedstocks including 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, and are also transferred from
our Black Oil division. We have a toll-based processing agreement in place with
KMTEX to re-refine feedstock streams, under our direction, into various end
products that we specify. KMTEX uses industry standard processing technologies
to re-refine our feedstocks into pygas, gasoline blendstock and marine fuel
cutterstock. We sell all of our re-refined products directly to end-customers or
to processing facilities for further refinement. In addition, we are
distributing refined motor fuels such as gasoline, blended gasoline products and
diesel used as engine fuels, to third party customers who typically resell these
products to retailers and end consumers.

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Recovery Division
The Company's Recovery Segment includes a generator solutions company for the
proper recovery and management of hydrocarbon streams, the sales and marketing
of Group III base oils and other petroleum-based products, together with the
recovery and processing of metals.

Thermal Chemical Extraction Process


We own the intellectual property for our patented TCEP. TCEP is a technology
which utilizes thermal and chemical dynamics to extract impurities from used oil
which increases the value of the feedstock. We intend to continue to develop our
TCEP technology and design with the goal of producing additional re-refined
products, including lubricating base oil.
TCEP differs from conventional re-refining technologies, such as vacuum
distillation and hydrotreatment, by relying more heavily on chemical processes
to remove impurities rather than temperature and pressure. Therefore, the
capital requirements to build a TCEP plant are typically much less than a
traditional re-refinery because large feed heaters, vacuum distillation columns,
and a hydrotreating unit are not required. The end product currently produced by
TCEP is used as fuel oil cutterstock. Conventional re-refineries produce
lubricating base oils or product grades slightly lower than base oil that can be
used as industrial fuels or transportation fuel blendstocks.
We currently estimate the cost to construct a new, fully-functional, commercial
facility using our TCEP technology, with annual processing capacity of between
25 and 50 million gallons at another location would be approximately $10 - $15
million, which could fluctuate based on throughput capacity. The facility
infrastructure would require additional capitalized expenditures which would
depend on the location and site specifics of the facility. Our TCEP technology
converts feedstock into a low sulfur marine fuel that can be sold into the new
0.5% low sulfur marine fuel specification mandated under International Maritime
Organization (IMO) rules which went into effect on January 1, 2020. As described
above, due to the recent decline in oil prices and challenges in obtaining
feedstock, we switched back to using TCEP for the purposes of pre-treating our
used motor oil feedstock prior to shipping to our facility in Marrero, Louisiana
beginning in the first quarter of 2020. We have no current plans to construct
any other TCEP facilities at this time.
Products and Services
We generate substantially all of our revenue from the sale of six product
categories. All of these products are commodities that are subject to various
degrees of product quality and performance specifications.
Used Motor Oil
Used motor oil is a petroleum-based or synthetic lubricant that contains
impurities such as dirt, sand, water, and chemicals.
Fuel Oil
Fuel oil is a distillate fuel which is typically blended with lower quality fuel
oils. The distillation of used oil and other petroleum by-products creates a
fuel with low viscosity, as well as low sulfur, ash, and heavy metal content,
making it an ideal blending agent.
Pygas
Pygas, or pyrolysis gasoline, is a product that can be blended with gasoline as
an octane booster or that can be distilled and separated into its components,
including benzene and other hydrocarbons.
Gasoline Blendstock
Gasoline blendstock includes Naphthas and various distillate products used for
blending or compounding into finished motor gasoline. These components can
include reformulated gasoline blendstock for oxygenate blending (RBOB) but
exclude oxygenates (alcohols and ethers), butane, and pentanes plus. We are not
currently processing gasoline blendstocks as the processing margins are not
currently economically feasible.

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Base Oil
An oil to which other oils or substances are added to produce a lubricant.
Typically, the main substance in lubricants and base oils is refined from crude
oil.
Scrap Metal(s)
Consists of recoverable ferrous and non-ferrous recyclable metals from
manufacturing and consumption.  Scrap metal can be recovered from pipes, barges,
boats, building supplies, surplus equipment, tanks, and other items consisting
of metal composition.  These materials are segregated, processed, cut-up and
sent back to a steel mill for re-purposing.

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RESULTS OF OPERATIONS
Description of Material Financial Line Items:
Revenues
We generate revenues from three existing operating divisions as follows:
BLACK OIL - Revenues from our Black Oil division are comprised primarily of
product sales from our re-refineries and feedstock sales (used motor oil) which
are purchased from generators of used motor oil such as oil change shops and
garages, as well as a network of local and regional suppliers. Volumes are
consolidated for efficient delivery and then sold to third-party re-refiners and
fuel oil blenders for the export market. In addition, through used oil
re-refining, we re-refine used oil into different commodity products. 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 crude
refineries to be utilized as an intermediate feedstock in the refining process.
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 - The Refining and Marketing division generates revenues
relating to the sales of finished products. The Refining and Marketing division
gathers hydrocarbon streams in the form of petroleum distillates, transmix and
other chemical products that have become off-specification during the
transportation or refining process. These feedstock streams are purchased from
pipeline operators, refineries, chemical processing facilities and third-party
providers, and then processed at a third-party facility under our direction. The
end products are typically three distillate petroleum streams (gasoline
blendstock, pygas and fuel oil cutterstock), which are sold to major oil
companies or to large petroleum trading and blending companies. The end products
are delivered by barge and truck to customers.
RECOVERY - The Recovery division is a generator solutions company for the proper
recovery and management of hydrocarbon streams. We own and operate a fleet of
trucks and other vehicles used for shipping and handling equipment and scrap
materials.
Our revenues are affected by changes in various commodity prices including crude
oil, natural gas, #6 oil and metals.
Cost of Revenues
BLACK OIL - Cost of revenues for our Black Oil division are comprised primarily
of feedstock purchases from a network of providers. Other cost of revenues
include processing costs, transportation costs, purchasing and receiving costs,
analytical assessments, brokerage fees and commissions, and surveying and
storage costs.
REFINING AND MARKETING - The Refining and Marketing division incurs cost of
revenues relating to the purchase of feedstock, purchasing and receiving costs,
and inspection and processing of the feedstock into gasoline blendstock, pygas
and fuel oil cutter by a third party. Cost of revenues also includes broker's
fees, inspection and transportation costs.
RECOVERY - The Recovery division incurs cost of revenues relating to the
purchase of hydrocarbon products, purchasing and receiving costs, inspection,
and transporting of metals and other salvage and materials. Cost of revenues
also includes broker's fees, inspection and transportation costs.
Our cost of revenues is affected by changes in various commodity indices,
including crude oil, natural gas, #6 oil and metals. For example, if the price
for crude oil increases, the cost of solvent additives used in the production of
blended oil products, and fuel cost for transportation cost from third party
providers will generally increase. Similarly, if the price of crude oil falls,
these costs may also decline.
General and Administrative Expenses
Our general and administrative expenses consist primarily of salaries and other
employee-related benefits for executive, administrative, legal, financial, and
information technology personnel, as well as outsourced and professional
services, rent, utilities, and related expenses at our headquarters, as well as
certain taxes.

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Depreciation and Amortization Expenses
Our depreciation and amortization expenses are primarily related to the
property, plant and equipment and intangible assets acquired in connection with
our Vertex Holdings, L.P. (formerly Vertex Energy, L.P.), a Texas limited
partnership ("Holdings"), Omega Refining, LLC's ("Omega Refining") and Warren
Ohio Holdings Co., LLC, f/k/a Heartland Group Holdings, LLC ("Heartland"),
Acadiana Recovery, LLC, Nickco Recycling, Inc., Ygriega Environmental Services,
LLC, Specialty Environmental Services and Crystal Energy, LLC acquisitions,
described in greater detail in the 2019 Annual Report and herein (as to
Crystal).
Recent Events
Heads of Agreement

On January 10, 2020, Vertex Operating entered into a Heads of Agreement (the
"Heads of Agreement") with Bunker One (USA) Inc., which is owned by Bunker
Holding, a Danish holding company ("Bunker One"). Pursuant to the Heads of
Agreement, the Company and Bunker One agreed to form a joint decision-making
body (the "JDMB") to focus on strategic matters related to the overall
cooperation of the parties and to establish rules and procedures for identifying
and undertaking joint projects. The Heads of Agreement is described in greater
detail in the   Current Report on Form 8-K   filed by the Company with the
Securities and Exchange Commission on January 13, 2020.

JSMA


Also on January 10, 2020, Vertex Operating entered into a Joint Supply and
Marketing Agreement (the "JSMA"), with Bunker One. The JSMA is effective as of
May 1, 2020, and provides for Bunker One to acquire 100% of the production from
the Company's Marrero, Louisiana re-refining facility (which produces
approximately 100,000 barrels per month of a bunker suitable fuel for offshore
use and use as a marine vessel's propulsion system ("Bunker Fuel")) at the
arithmetic mean of Platts #2 USGC Pipe and Platt's ULSD USGC Waterborne on
agreed pricing days less an agreed upon discount, adjusted every three months.
The JSMA is described in greater detail in the   Current Report on Form 8-K
filed by the Company with the Securities and Exchange Commission on January 13,
2020.

Heartland Share Purchase, Subscription Agreement and Heartland Limited Liability Company Agreement

Our Heartland Share Purchase and Subscription Agreement and the Heartland Limited Liability Company Agreement are described in greater detail under "Part I" - "Item 1. Financial Statements" - " Note 14. Share Purchase and Subscription Agreements " - "Heartland Share Purchase and Subscription Agreement".

Administrative Services Agreement


Pursuant to an Administrative Services Agreement, entered into on the Heartland
Closing Date, Heartland SPV engaged Vertex Operating and the Company to provide
administrative/management services and day-to-day operational management
services of Heartland SPV in connection with the collection, storage,
transportation, transfer, refining, re-refining, distilling, aggregating,
processing, blending, sale of used motor oil, used lubricants, wholesale
lubricants, recycled fuel oil, or related products and services such as vacuum
gas oil, base oil, and asphalt flux, in consideration for a monthly fee. The
Administrative Services Agreement has a term continuing until the earlier of
(a) the date terminated with the mutual consent of the parties; (b) a
liquidation of Heartland SPV; (c) a Heartland Redemption (as defined in Note 14
of the unaudited notes to the consolidated financial statements); (d) the
determination of Heartland SPV to terminate following a change of control (as
described in the Administrative Services Agreement) of Heartland SPV or the
Company; or (e)  written notice from the non-breaching party upon the occurrence
of a breach which is not cured within the cure period set forth in the
Administrative Services Agreement.

The Administrative Services Agreement also provides that in the event that
Heartland SPV is unable to procure used motor-oil ("UMO") through its ordinary
course operations, subject to certain conditions, Vertex Operating and the
Company are required to use their best efforts to sell (or cause an affiliate to
sell) UMO to Heartland SPV, at the lesser of the (i) then-current market price
for UMO sold in the same geography area and (ii) price paid by such entity for
such UMO. Finally, the Administrative Services Agreement provides that in the
event that the Heartland SPV is unable to procure vacuum gas oil
("VGO") feedstock through its ordinary course operations, subject to certain
conditions, Vertex Operating and the Company are required to use their best
efforts to sell (or cause an affiliate to sell) VGO to Heartland SPV, at the
lesser of the (i) then-current market price for VGO sold in the same geographic
area and (ii) price paid for such VGO.

Advisory Agreement

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On the Heartland Closing Date, Heartland SPV entered into an Advisory Agreement
with Tensile, pursuant to which Tensile agreed to provide advisory and
consulting services to Heartland SPV and Heartland SPV agreed to reimburse and
indemnify Tensile and its representatives, in connection therewith.

Crystal Energy, LLC


On June 1, 2020, the Company entered into and closed a Member Interest Purchase
Agreement with Crystal Energy, LLC ("Crystal') pursuant to which the Company
agreed to buy the outstanding membership interests of Crystal for aggregate cash
consideration of $1,822,690. This resulted in the recognition of $1,939,364 in
accounts receivable, $976,512 in inventory, $14,484 in other current assets, and
$1,107,670 in current liabilities. Upon the closing of the acquisition, Crystal
became a wholly-owned subsidiary of the Company.

Crystal is an Alabama limited liability company that was organized on September
7, 2016, for the purpose of purchasing, storing, selling, and distributing
refined motor fuels. These activities include the wholesale distribution of
gasoline, blended gasoline, and diesel for use as engine fuel to operate
automobiles, trucks, locomotives, and construction equipment. Crystal markets
its products to third-party customers, and customers will typically resell these
products to retailers, end use consumers, and others. These assets are used in
our Refining division.





                                       10
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RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED JUNE 30, 2020 COMPARED TO THE THREE MONTHS ENDED JUNE 30, 2019

Set forth below are our results of operations for the three months ended June 30, 2020 as compared to the same period in 2019.


                                         Three Months Ended June 30,          $ Change -
                                                                               Favorable        % Change - Favorable
                                            2020              2019           (Unfavorable)         (Unfavorable)
Revenues                              $   21,374,127$ 43,657,292$   (22,283,165 )            (51 )%
Cost of revenues (exclusive of
depreciation and amortization shown
separately below)                         22,197,805       36,515,421          14,317,616               39  %
Gross profit (loss)                         (823,678 )      7,141,871          (7,965,549 )           (112 )%

Selling, general and administrative
expenses                                   6,030,560        6,028,859              (1,701 )              -  %
Depreciation and amortization              1,713,461        1,780,890              67,429                4  %
Total operating expenses                   7,744,021        7,809,749              65,728                1  %

Loss from operations                      (8,567,699 )       (667,878 )        (7,899,821 )         (1,183 )%

Other income (expense):
Interest income                                   20            1,918              (1,898 )            (99 )%
Gain on asset sales                           12,344           29,150             (16,806 )            (58 )%
Gain (loss) on change in value of
derivative liability                        (110,965 )        746,017            (856,982 )           (115 )%
Interest expense                            (222,173 )       (738,972 )           516,799               70  %
Total other income (expense)                (320,774 )         38,113            (358,887 )           (942 )%

Loss before income tax                    (8,888,473 )       (629,765 )        (8,258,708 )         (1,311 )%

Income tax benefit (expense)                       -                -                   -                -  %

Net Loss                                  (8,888,473 )       (629,765 )        (8,258,708 )         (1,311 )%
Net income (loss) attributable to
non-controlling interest and
redeemable non-controlling interest          109,165         (202,329 )           311,494              154  %
Net loss attributable to Vertex
Energy, Inc.$   (8,997,638 )$   (427,436 )$    (8,570,202 )         (2,005 )%



Our revenues and cost of revenues are significantly impacted by fluctuations in
commodity prices; increases in commodity prices typically result in increases in
revenue and cost of revenues. Our gross profit is to a large extent a function
of the market discount we are able to obtain in purchasing feedstock, as well as
how efficiently management conducts operations. Additionally, we use hedging
instruments to manage our exposure to underlying commodity prices.

Total revenues decreased by 51% for the three months ended June 30, 2020,
compared to the same period in 2019, due primarily to lower commodity prices and
decreased volumes at our refineries for the three months ended June 30, 2020,
compared to the same period in 2019. Total volume decreased 33% during the three
months ended June 30, 2020 compared to the same period in 2019. Volumes were
impacted as a result of decreased availability of feedstocks, specifically used
motor oil, in the overall marketplace which forced us to reduce production rates
at our Heartland facility, as well as our Marrero facility. In addition, our
Marrero facility was brought down for an extended turnaround during the three
months ended June 30, 2020. Gross profit decreased by 112% for the three months
ended June 30, 2020, compared to the three months ended June 30, 2019. This
decrease was largely a result of decreases in volumes at both our Heartland and
Marrero facilities, along with lower commodity prices which had an impact on
margins during the period.


                                       11
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We had a gross loss as a percentage of revenues of 3.9% for the three months
ended June 30, 2020, compared to gross profit as a percentage of revenues of
16.4% for the three months ended June 30, 2019. The main reason for the decrease
was largely due to shelter in place orders in the locations in which we collect
used motor oil as a result of the COVID-19 pandemic, which directly impacted the
generation of used oil, and caused a dramatic reduction in volumes of feedstock
available for use in our refineries.

Additionally, our per barrel margin decreased 117% for the three months ended
June 30, 2020, relative to the three months ended June 30, 2019. This decrease
was a result of the decreases in our product spreads related to sharp decreases
in finished product prices and operating costs at our Gulf Coast operations,
during the three months ended June 30, 2020, compared to the same period during
2019. The 39% decrease in cost of revenues for the three months ended June 30,
2020, compared to the three months ended June 30, 2019, is mainly a result of
the lower production volumes at our Marrero facility during the period, as well
as lower operating costs and commodity prices during the period.

Each of our segments' income (loss) from operations during the three months ended June 30, 2020 and 2019 was as follows:


                                           Three Months Ended              

$ Change -

                                                June 30,                    Favorable        % Change - Favorable
Black Oil Segment                         2020             2019           (Unfavorable)         (Unfavorable)
Total revenue                        $ 11,543,135$ 37,907,811$   (26,364,676 )            (70 )%
Total cost of revenue (exclusive of
depreciation and amortization shown
separately below)                      11,848,334       31,368,939          19,520,605               62  %
Gross profit (loss)                      (305,199 )      6,538,872          (6,844,071 )           (105 )%
Selling general and administrative
expense                                 4,869,391        5,037,708             168,317                3  %
Depreciation and amortization           1,329,751        1,375,313              45,562                3  %

Income (loss) from operations $ (6,504,341 )$ 125,851$ (6,630,192 ) (5,268 )%


Refining and Marketing Segment
Total revenue                        $  6,297,328$  3,277,402$     3,019,926               92  %
Total cost of revenue (exclusive of
depreciation and amortization shown
separately below)                       5,958,778        2,705,031          (3,253,747 )           (120 )%
Gross profit                              338,550          572,371            (233,821 )            (41 )%
Selling general and administrative
expense                                   578,027          459,600            (118,427 )            (26 )%
Depreciation and amortization             219,766          245,179              25,413               10  %
Loss from operations                 $   (459,243 )$   (132,408 )$      (326,835 )           (247 )%

Recovery Segment
Total revenue                        $  3,533,664$  2,472,079$     1,061,585               43  %
Total cost of revenue (exclusive of
depreciation and amortization shown
separately below)                       4,390,693        2,441,451          (1,949,242 )            (80 )%
Gross profit (loss)                      (857,029 )         30,628            (887,657 )         (2,898 )%
Selling general and administrative
expense                                   583,142          531,551             (51,591 )            (10 )%
Depreciation and amortization             163,944          160,398              (3,546 )             (2 )%
Loss from operations                 $ (1,604,115 )$   (661,321 )$      (942,794 )           (143 )%





Our Black Oil division's volume decreased approximately 45% during the three
months ended June 30, 2020, compared to the same period in 2019. This decrease
was largely due to shelter in place orders in the locations in which we collect
used motor oil as a result of the COVID-19 pandemic, which directly impacted the
generation of used oil, which caused a dramatic reduction in volumes of
feedstock available for use in our refineries. In addition, we had a turn around
at our Marrero facility during the period. The Heartland facility experienced
lower demands for finished products during the three months ended June 30, 2020
than 2019. Volumes collected through our H&H Oil, L.P. ("H&H Oil")(based in
Houston, Austin and Corpus Christi, Texas) and Heartland (based in Ohio and West
Virginia) collection facilities decreased 21% during the three months ended June
30, 2020, compared to the same

                                       12
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period in 2019. One of our key initiatives continues to be a focus on growing
our own volumes of collected material and displacing the third-party oil
processed in our facilities. We started to see improvements in our collection
volumes at the end of the period.

Overall volumes of product sold decreased 33% for the three months ended June 30, 2020, versus the same period in 2019.


Overall, commodity prices were down for the three months ended June 30, 2020,
compared to the same period in 2019. For example, the average posting (U.S.
Gulfcoast Residual Fuel No. 6 3%) for the three months ended June 30, 2020
decreased $36.45 per barrel from a three month average of $61.15 for the three
months ended June 30, 2019 to $24.71 per barrel for the three months ended June
30, 2020. The average posting (U.S. Gulfcoast Unleaded 87 Waterborne) for the
three months ended June 30, 2020 decreased $43.18 per barrel from a three month
average of $78.86 for the three months ended June 30, 2019 to $35.67 per barrel
for the three months ended June 30, 2020.

Our Refining division includes the business operations of Refining and
Marketing, as well as our newly acquired assets from Crystal. With the
acquisition of the Crystal assets, we now operate as a wholesale distributer of
motor fuels which include gasoline, blended gasoline and diesel. Revenues in the
Refining division were up 92% during the three months ended June 30, 2020, as
compared to the same period in 2019 mostly as a result of the added business
line. Overall volume for the Refining and Marketing division decreased 18%
during the three months ended June 30, 2020, as compared to the same period in
2019. This is a result of a focus on the production of higher quality finished
products, which in turn has decreased the amount of volume being produced. In
addition, volumes were slightly impacted as a result of 'stay-at-home' orders
during the period. Our pygas volumes increased 2% for the three months ended
June 30, 2020, as compared to the same period in 2019. Our gasoline blendstock
and fuel oil cutter volumes decreased 100% for the three months ended June 30,
2020, as compared to the same period in 2019, due to the fact that we are no
longer processing gasoline blendstocks in this division as the processing
margins were no longer economically feasible. The lower margins were a result of
decreases in available feedstock volumes. We have also had to assess the volume
of fuel oil cutterstocks that we manage due to enhanced quality of products
being demanded in the marketplace.

Our Recovery division includes the business operations of Vertex Recovery
Management as well as our Group III base oil business. Vertex acts as Penthol
C.V.'s ("Penthol's") of the Netherlands aka Penthol LLC (a Penthol subsidiary in
the United States)'s exclusive agent to provide marketing, sales, and logistical
duties of Group III base oil from the United Arab Emirates to the United States.
Revenues for this division increased 43% as a result of an increase in volumes
during the three months ended June 30, 2020, compared to the same period in
2019. Volumes were up in our metals division during the three months ended
June 30, 2020, compared to the same period during 2019, due to certain one-time
projects. This division periodically participates in project work that is not
ongoing thus we expect to see fluctuations in revenue and gross profit from this
division from period to period.

We had a loss from operations of $8,567,699 for the three months ended June 30,
2020, compared to a loss from operations of $667,878 for the three months ended
June 30, 2019, an increase of $7,899,821 or 1,183% from the prior year's
three-month period. The increase in loss was due to the overall economic impact
of the "stay-at-home" orders that were imposed as a result of the COVID-19
pandemic and the impact those had on the U.S. economy and the Company. We
experienced a decrease in gross profit resulting from a decrease in production
at our facilities as noted previously and decreased volumes across our business
units during the period, as discussed above, all as a result of decreased supply
of feedstocks and decreased demand for finished products, due to COVID-19.


We had interest expense of $222,173 for the three months ended June 30, 2020,
compared to interest expense of $738,972 for the three months ended June 30,
2019, a decrease in interest expense of $516,799 or 70% from the prior period,
due to having a lower balance owed under our line of credit and term loan along
with a lower interest rate on the term debt outstanding during the three months
ended June 30, 2020, compared to the prior year's period. The Company received a
total of $21.0 million from the Tensile transaction, of which approximately $9.0
million was used to pay down our debt obligations.

We had a $110,965 loss on change in value of derivative liability for the three
months ended June 30, 2020, in connection with certain warrants granted in June
2015 and May 2016, as described in greater detail in "  Note 9. Preferred Stock
and Detachable Warrants  " to the unaudited consolidated financial statements
included herein under "Part I"-"Item 1 Financial Statements", compared to a gain
on change in the value of our derivative liability of $746,017 in the prior
year's period. This change was mainly due to the fluctuation in the market price
of our common stock and non-cash accounting adjustments in connection therewith.
This resulted in a significant change in non-cash expense for the period,
compared to the prior year's period.

We had a net loss of $8,888,473 for the three months ended June 30, 2020,
compared to a net loss of $629,765 for the three months ended June 30, 2019, an
increase in net loss of $8,258,708 or 1,311% from the prior period, which was a
result of the factors described above. The majority of our net loss for the
three months ended June 30, 2020, was attributable to the decrease in volumes
sold throughout our business lines, and specifically around our Marrero
facility.


                                       13
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During the three months ended June 30, 2020 and 2019, the processing costs for
our Refining and Marketing division located at KMTEX were $419,818 and $474,134,
respectively.

RESULTS OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 2020 COMPARED TO THE SIX MONTHS ENDED JUNE 30, 2019

Set forth below are our results of operations for the six months ended June 30, 2020 as compared to the same period in 2019.


                                       Six Months Ended June 30,          $ Change -           % Change -
                                                                           Favorable           Favorable
                                         2020             2019           (Unfavorable)       (Unfavorable)
Revenues                            $ 57,577,556$ 82,978,004$   (25,400,448 )            (31 )%
Cost of Revenues (exclusive of
depreciation shown separately
below)                                49,034,659       71,359,770          22,325,111               31  %
Gross Profit                           8,542,897       11,618,234          (3,075,337 )            (26 )%
Selling, general and
administrative expenses               12,731,078       11,376,600          (1,354,478 )            (12 )%

Depreciation and amortization 3,348,008 3,517,903

  169,895                5  %
Loss from operations                  (7,536,189 )     (3,276,269 )        (4,259,920 )           (130 )%
Interest Income                              100            1,918              (1,818 )            (95 )%
Gain on sale of assets                    12,344           31,443             (19,099 )            (61 )%
Gain (loss) on change in value of
derivative liability                   1,587,782         (959,077 )         2,546,859              266  %
Interest expense                        (562,259 )     (1,496,775 )           934,516               62  %
Total other income (expense)           1,037,967       (2,422,491 )         3,460,458              143  %
Loss before income taxes              (6,498,222 )     (5,698,760 )          (799,462 )            (14 )%
Income tax (expense) benefit                   -                -                   -                -  %
Net loss                              (6,498,222 )     (5,698,760 )          (799,462 )            (14 )%
Net income (loss) attributable to
non-controlling interest and
redeemable non-controlling
interest                                (289,444 )       (307,760 )            18,316                6  %
Net loss attributable to Vertex
Energy, Inc.$ (6,208,778 )$ (5,391,000 )$      (817,778 )            (15 )%



                                       14
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Each of our segments' gross profit (loss) during the six months ended June 30,
2020 and 2019 was as follows:


                                       Six Months Ended June 30,          $ Change -           % Change -
                                                                           Favorable           Favorable
Black Oil Segment                        2020             2019           (Unfavorable)       (Unfavorable)
Total revenue                       $ 41,074,507$ 70,722,998$   (29,648,491 )            (42 )%
Total cost of revenue (exclusive
of depreciation and amortization
shown separately below)               31,914,575       60,710,464          28,795,889               47  %
Gross profit                           9,159,932       10,012,534            (852,602 )             (9 )%
Selling, general and
administrative expense                10,280,614        9,459,534            (821,080 )             (9 )%

Depreciation and amortization 2,601,752 2,719,354

  117,602                4  %
Loss from operations                $ (3,722,434 )$ (2,166,354 )$    (1,556,080 )            (72 )%

Refining Segment
Total revenue                       $  8,807,921$  6,136,023$     2,671,898               44  %
Total cost of revenue (exclusive
of depreciation and amortization
shown separately below)                8,554,830        5,256,568          (3,298,262 )            (63 )%
Gross profit                             253,091          879,455            (626,364 )            (71 )%
Selling, general and
administrative expense                 1,170,416          929,791            (240,625 )            (26 )%
Depreciation and amortization            425,932          485,086              59,154               12  %
Loss from operations                $ (1,343,257 )$   (535,422 )$      (807,835 )           (151 )%

Recovery Segment
Total revenue                       $  7,695,128$  6,118,983$     1,576,145               26  %
Total cost of revenue (exclusive
of depreciation and amortization
shown separately below)                8,565,254        5,392,738          (3,172,516 )            (59 )%
Gross profit (loss)                     (870,126 )        726,245          (1,596,371 )           (220 )%
Selling, general and
administrative expense                 1,280,048          987,275            (292,773 )            (30 )%
Depreciation and amortization            320,324          313,463              (6,861 )             (2 )%
Loss from operations                $ (2,470,498 )$   (574,493 )$    (1,896,005 )           (330 )%




Our revenues and cost of revenues are significantly impacted by fluctuations in
commodity prices; increases in commodity prices typically result in increases in
revenue and cost of revenues. Our gross profit is to a large extent a function
of the market discount we are able to obtain in purchasing feedstock, as well as
how efficiently management conducts operations. Additionally, we use hedging
instruments to manage our exposure to underlying commodity prices. During the
three months ended June 30, 2020, we saw an offset to our feedstock in the
amount of $4.4 million, which lowered our cost of goods sold.

Total revenues decreased by 31% for the six months ended June 30, 2020 compared
to the same period in 2019, due primarily to lower commodity prices and
decreased volumes at our refineries, specifically our Marrero facility, during
the six months ended June 30, 2020, compared to the prior year's period. Total
volume was down 8% during the six months ended June 30, 2020, compared to the
same period in 2019. Gross profit decreased by 26% for the six months ended
June 30, 2020, compared to the six months ended June 30, 2019. This decrease was
the result of our overall revenue decline due to decreases in finished product
prices, and a decrease in volumes at our Refining and Marketing division, as
well as our Marrero facility.

Additionally, our per barrel margin decreased 20% for the six months ended June
30, 2020, relative to the six months ended June 30, 2019, due to lower volumes,
along with decreases in commodity prices for the finished products we sell
during the six months ended June 30, 2020, compared to the same period during
2019. The 31% decrease in cost of revenues for the six months ended June 30,
2020, compared to the six months ended June 30, 2019, is mainly a result of the
decrease in commodity prices and lower volumes at our refining facilities during
the period.

Our Black Oil division's volume decreased approximately 23% during the six
months ended June 30, 2020, compared to the same period in 2019. This decrease
was largely due to the overall economic impact of the 'stay-at-home' orders that
were imposed as

                                       15
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a result of the COVID-19 pandemic. Volumes collected through our H&H Oil and
Heartland collection facilities decreased 6% during the six months ended June
30, 2020, compared to the same period in 2019. One of our key initiatives
continues to be a focus on growing our own volumes of collected material and
displacing the third-party oil processed in our facilities.

Overall volumes of product sold was down 8% for the six months ended June 30, 2020, versus the same period in 2019. This is an important metric for us to track as it illustrates our reach into the market.


In addition, commodity prices decreased approximately 42% for the six months
ended June 30, 2020, compared to the same period in 2019. For example, the
average posting (U.S. Gulfcoast No. 2 Waterbone) for the six months ended June
30, 2020, decreased $30.72 per barrel from a six month average of $77.25 for the
six months ended June 30, 2019, to $46.53 per barrel for the six months ended
June 30, 2020.

Overall volume for the Refining and Marketing division decreased 13% during the
six months ended June 30, 2020, as compared to the same period in 2019. Our fuel
oil cutter volumes decreased 59% for the six months ended June 30, 2020,
compared to the same period in 2019. Our pygas volumes increased 3% for the six
months ended June 30, 2020, as compared to the same period in 2019. This
division experienced a decrease in production of 100% for its gasoline
blendstock for the six months ended June 30, 2020, compared to the same period
in 2019, due to the fact that we are no longer processing gasoline blendstocks
in this division as the processing margins were no longer economically feasible.
The lower margins were a result of decreases in available feedstock volumes. We
have also had to assess the volume of fuel oil cutterstocks that we manage due
to enhanced quality of products being demanded in the marketplace.

Our Recovery division includes the business operations of Vertex Recovery
Management. Revenues for this division increased 26% as a result of volumes
compared to the same period in 2019. Volumes of petroleum products acquired in
our Recovery business were up 25% during the six months ended June 30, 2020,
compared to the same period during 2019. This division periodically participates
in project work that is not ongoing thus we expect to see fluctuations in
revenue and gross profit from this division from period to period.

We had selling, general, and administrative expenses of $12,731,078 for the six
months ended June 30, 2020, compared to $11,376,600 of selling, general, and
administrative expenses for the prior year's period, an increase of $1,354,478
or 12%. This increase is primarily due to the additional selling, general and
administrative expenses incurred during the period as a result of increased
personnel costs, legal expenses, and insurance expenses related to expansion of
trucks and facilities through organic growth, as well as increased accounting,
legal and consulting expenses related to our Tensile transaction which closed in
the first part of the year.

We had a loss from operations of $7,536,189 for the six months ended June 30,
2020, compared to a loss from operations of $3,276,269 for the six months ended
June 30, 2019, an increase of $4,259,920 or 130% from the prior year's six-month
period.  The increase was mainly due to a decrease in overall gross profit for
the six months ended June 30, 2020, due to the reasons discussed above.

We had interest expense of $562,259 for the six months ended June 30, 2020,
compared to interest expense of $1,496,775 for the six months ended June 30,
2019, a decrease in interest expense of $934,516 or 62%, due to a lower amount
of term debt outstanding during the six months ended June 30, 2020, compared to
the prior period. The Company received a total of $21.0 million from the Tensile
transaction, of which approximately $9.0 million was used to pay down our debt
obligations.

We had a gain on the sale of assets of $12,344 for the six months ended June 30,
2020, compared to a gain on the sale of assets of $31,443 for the six months
ended June 30, 2019.

We had a $1,587,782 gain on change in value of derivative liability for the six
months ended June 30, 2020, in connection with certain warrants granted in June
2015 and May 2016, as described in greater detail in "  Note 9. Preferred Stock
and Detachable Warrants  " to the unaudited consolidated financial statements
included herein under "Part I"-"Item 1 Financial Statements", compared to a loss
on change in the value of our derivative liability of $959,077 in the prior
year's period. This change was mainly due to a fluctuation in the market price
of our common stock.

We had a net loss of $6,498,222 for the six months ended June 30, 2020, compared
to a net loss of $5,698,760 for the six months ended June 30, 2019, an increase
in net loss of $799,462 or 14% from the prior period due to the reasons
described above. The majority of our net loss for the six months ended June 30,
2020, was attributable to the decline in market and commodity prices.

                                       16
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During the six months ended June 30, 2020 and 2019, the processing costs for our
Refining and Marketing division located at KMTEX were $873,825 and $985,179,
respectively.

The following table sets forth the high and low spot prices during the six months ended June 30, 2020, for our key benchmarks.

2020
Benchmark                          High           Date            Low             Date
U.S. Gulfcoast No. 2
Waterborne (dollars per
gallon)                         $   1.95           January 3   $   0.42             April 27
U.S. Gulfcoast Unleaded 87
Waterborne (dollars per
gallon)                         $   1.75           January 3   $   0.40             March 23
U.S. Gulfcoast Residual Fuel
No. 6 3% (dollars per barrel)   $  47.34          January 29   $  12.00             April 21
NYMEX Crude oil (dollars per
barrel)                         $  63.27           January 6   $ (37.63 )           April 20
Reported in Platt's US Marketscan (Gulf
Coast)



The following table sets forth the high and low spot prices during the six months ended June 30, 2019, for our key benchmarks.

2019
Benchmark                          High           Date            Low             Date
U.S. Gulfcoast No. 2
Waterborne (dollars per
gallon)                         $   2.05            April 23   $   1.53            January 2
U.S. Gulfcoast Unleaded 87
Waterborne (dollars per
gallon)                         $   2.08            April 10   $   1.31            January 2
U.S. Gulfcoast Residual Fuel
No. 6 3% (dollars per barrel)   $  68.54            April 25   $  49.82            January 2
NYMEX Crude oil (dollars per
barrel)                         $  66.30            April 23   $  46.54            January 2
Reported in Platt's US Marketscan (Gulf
Coast)



We saw an extreme drop in March and April of 2020, in each of the benchmark
commodities we track compared to the same period in 2019. The extreme drop in
market prices was a result of COVID-19, which led to worldwide shutdowns and
halting of commercial and interpersonal activity, as governments around the
world imposed regulations in response to efforts to control the spread of
COVID-19, such as 'shelter-in-place' orders, quarantines, executive orders and
similar restrictions. As a result, the global economy has been marked by
significant slowdown and uncertainty, which has led to a precipitous decline in
oil prices in response to demand concerns, further exacerbated by the price war
among members of the Organization of Petroleum Exporting Countries ("OPEC") and
other non-OPEC producer nations (collectively with OPEC members, "OPEC+") during
the first quarter 2020 and global storage considerations. Moving forward in 2020
we anticipate that our results of operations will continue to be significantly
impacted by the price of, and demand for oil, COVID-19 and the global response
thereto.

Our margins are a function of the difference between what we are able to pay for
raw materials and the market prices for the range of products produced. The
various petroleum products produced are typically a function of crude oil
indices and are quoted on multiple exchanges such as the New York Mercantile
Exchange ("NYMEX"). These prices are determined by a global market and can be
influenced by many factors, including but not limited to supply/demand, weather,
politics, and global/regional inventory levels. As such, we cannot provide any
assurances regarding results of operations for any future periods, as numerous
factors outside of our control affect the prices paid for raw materials and the
prices (for the most part keyed to the NYMEX) that can be charged for such
products. Additionally, for the near term, results of operations will be subject
to further uncertainty, as the global markets and exchanges, including the
NYMEX, continue to experience volatility.

As our competitors bring new technologies to the marketplace, which will likely
enable them to obtain higher values for the finished products created through
their technologies from purchased black oil feedstock, we anticipate that they
will have to pay more for feedstock due to the additional value received from
their finished product (i.e., as their margins increase, they are able to
increase the prices they are willing to pay for feedstock). If we are not able
to continue to refine and improve our technologies and gain efficiencies in our
technologies, we could be negatively impacted by the ability of our competitors
to bring new processes to market which compete with our processes, as well as
their ability to outbid us for feedstock supplies. Additionally, if we are
forced to pay more for feedstock, our cash flows will be negatively impacted and
our margins will decrease.

                                       17
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Liquidity and Capital Resources


The success of our current business operations has become dependent on repairs
and maintenance to our facilities and our ability to make routine capital
expenditures, as well as our ability to manage our margins which are a function
of the difference between what we are able to pay or charge for raw materials
and the market prices for the range of products produced. We also must maintain
relationships with feedstock suppliers and end-product customers, and operate
with efficient management of overhead costs. Through these relationships, we
have historically been able to achieve volume discounts in the procurement of
our feedstock, thereby increasing the margins of our segments' operations. The
resulting operating cash flow is crucial to the viability and growth of our
existing business lines.

We had total assets of $125,250,538 as of June 30, 2020, compared to
$120,759,919 at December 31, 2019. The increase was mainly due to the generation
of additional liquidity from the closing of the Tensile transaction relating to
Heartland SPV as discussed above, during the six months ended June 30, 2020.

We had total current liabilities of $21,492,029 as of June 30, 2020, compared to
$24,797,299 at December 31, 2019. We had total liabilities of $59,151,607 as of
June 30, 2020, compared to total liabilities of $69,511,546 as of December 31,
2019. The decrease in current liabilities and total liabilities was mainly in
connection with the generation of additional liquidity from the closing of the
Heartland SPV transaction during the six months ended June 30, 2020.

We had working capital of $11,837,472 as of June 30, 2020, compared to working
capital of $2,609,609 as of December 31, 2019. The increase in working capital
from December 31, 2019 to June 30, 2020 is mainly due to the generation of
additional liquidity from the closing of the Heartland SPV transaction during
the six months ended June 30, 2020.

The Company received a total of $21.0 million from the Tensile transaction, of which approximately $9.0 million was used to pay down our debt obligations, approximately $7.0 million is included in cash as of June 30, 2020, and the remaining balance was used to fund operations.


Our future operating cash flows will vary based on a number of factors, many of
which are beyond our control, including commodity prices, the cost of recovered
oil, and the ability to turn our inventory. Other factors that have affected and
are expected to continue to affect earnings and cash flow are transportation,
processing, and storage costs. Over the long term, our operating cash flows will
also be impacted by our ability to effectively manage our administrative and
operating costs. Additionally, we may incur capital expenditures related to new
TCEP facilities in the future (provided that none are currently planned).

Given the ongoing COVID-19 pandemic, challenging market conditions and recent
market events resulting in industry-wide spending cuts, we continue to remain
focused on maintaining a strong balance sheet and adequate liquidity. Over the
near term, we plan to reduce, defer or cancel certain planned capital
expenditures and reduce our overall cost structures commensurate with our
expected level of activities. We believe that our cash on hand, internally
generated cash flows and availability under the Revolving Credit Facility will
be sufficient to fund our operations and service our debt in the near term. A
prolonged period of weak, or a significant decrease in, industry activity and
overall markets, due to COVID-19 or otherwise, may make it difficult to comply
with our covenants and the other restrictions in the agreements governing our
debt. Current global and market conditions have increased the potential for that
difficulty.

The Company's outstanding debt facilities as of June 30, 2020 and December 31, 2019 are summarized as follows:

                                       18
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                                                                                                    Balance on
                                                   Maturity                        Balance on      December 31,
   Creditor      Loan Type     Origination Date      Date       Loan Amount      June 30, 2020         2019
Encina Business                                   February

Credit, LLC Term Loan February 1, 2017 1, 2022 $ 20,000,000

     $    5,883,000$   13,333,000
Encina Business Revolving                         February
Credit SPV, LLC Note           February 1, 2017   1, 2022      $ 10,000,000                  -        3,276,230
Wells Fargo
Equipment       Finance                           April-May,
Lease-Ohio      Lease          April-May, 2019    2024         $    621,000            494,573          551,260
AVT Equipment   Finance                           April 2,
Lease-Ohio      Lease          April 2, 2020      2023         $    337,155            313,272                -
AVT Equipment   Finance                           May 22,
Lease-HH        Lease          May 22, 2020       2023         $    551,609            520,191                -
                                                  June 24,
John Deere Note Note           May 27, 2020       2024         $    152,643            149,613                -
Tetra Capital   Finance
Lease           Lease          May, 2018          May, 2022    $    419,690            218,896          264,014
Well Fargo
Equipment       Finance                           March,
Lease-VRM LA    Lease          March, 2018        2021         $     30,408              7,135           12,341
Texas Citizens                                    April 28,
Bank            PPP Loan       May 5, 2020        2022         $  4,222,000          4,222,000                -
                Insurance
Various         premiums
institutions    financed       Various            < 1 year     $  2,902,428
                 -        1,165,172
Total                                                                               11,808,680       18,602,017
Deferred
finance costs,
net                                                                                          -          (47,826 )
Total, net of
deferred
finance costs                                                                   $   11,808,680$   18,554,191

Future contractual maturities of notes payable are summarized as follows:

Creditor Year 1 Year 2 Year 3 Year 4

         Year 5         Thereafter
Encina Business
Credit, LLC          $   900,000$ 4,983,000     $       -     $       -     $         -     $           -
Encina Business
Credit SPV, LLC                -               -             -             -               -                 -
John Deere Note           36,845          37,759        38,695        36,313               -                 -
Well Fargo Equipment
Lease- Ohio              117,834         124,039       130,574       122,127               -                 -
AVT Equipment
Lease-Ohio                88,689          96,512       128,071             -               -                 -
AVT Equipment
Lease-HH                 142,258         154,805       223,128             -               -                 -
Tetra Capital Lease       94,920         123,976             -             -               -                 -
Well Fargo Equipment
Lease- VRM LA              7,135               -             -             -               -                 -
Texas Citizens Bank    1,877,461       2,344,539             -             -               -                 -
Various institutions           -               -             -             -               -                 -
Totals               $ 3,265,142$ 7,864,630$ 520,468$ 158,440     $         -     $           -



Need for additional funding


Our re-refining business will require significant capital to design and
construct any new facilities. The facility infrastructure would be an additional
capitalized expenditure to these process costs and would depend on the location
and site specifics of the facility.


                                       19
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Additionally, as part of our ongoing efforts to maintain a capital structure
that is closely aligned with what we believe to be the potential of our business
and goals for future growth, which is subject to cyclical changes in commodity
prices, we will be exploring additional sources of external liquidity. The
receptiveness of the capital markets to an offering of debt or equities cannot
be assured and may be negatively impacted by, among other things, debt
maturities, current market conditions, and potential stockholder dilution. The
sale of additional securities, if undertaken by us and if accomplished, may
result in dilution to our shareholders. However, such future financing may not
be available in amounts or on terms acceptable to us, or at all.

In addition to the above, we may also seek to acquire additional businesses or
assets. In addition, the Company could consider selling assets if a more
strategic acquisition presents itself. Finally, in the event we deem such
transaction in our best interest, we may enter into a business combination or
similar transaction in the future.

We will also need additional capital in the future to redeem our Series B
Preferred Stock and Series B1 Preferred Stock, which had a required redemption
date of June 24, 2020, provided that, as discussed below under "  Risk
Factors  " - "We do not anticipate redeeming our Series B and B1 Preferred Stock
in the near future.", we are not contractually, or legally, able to redeem such
stock and do not anticipate having sufficient cash on hand to complete such
redemption in the near term. Because such preferred stock was not redeemed on
June 24, 2020, the preferred stock accrues a 10% per annum dividend (payable
in-kind at the option of the Company), until such preferred stock is redeemed or
converted into common stock.

There is currently only a limited market for our common stock, and as such, we
anticipate that such market will be illiquid, sporadic and subject to wide
fluctuations in response to several factors moving forward, including, but not
limited to:

(1) actual or anticipated variations in our results of operations;

(2) the market for, and volatility in, the market for oil and gas;

(3) our ability or inability to generate new revenues; and

(4) the number of shares in our public float.




Furthermore, because our common stock is traded on the NASDAQ Capital Market,
our stock price may be impacted by factors that are unrelated or
disproportionate to our operating performance. These market fluctuations, as
well as general economic, political and market conditions, such as recessions,
interest rates or international currency fluctuations may adversely affect the
market price of our common stock. Additionally, at present, we have a limited
number of shares in our public float, and as a result, there could be extreme
fluctuations in the price of our common stock.

We believe that our stock prices (bid, ask and closing prices) may not relate to
the actual value of our company, and may not reflect the actual value of our
common stock. Shareholders and potential investors in our common stock should
exercise caution before making an investment in our common stock, and should not
rely on the publicly quoted or traded stock prices in determining our common
stock value, but should instead determine the value of our common stock based on
the information contained in our public reports, industry information, and those
business valuation methods commonly used to value private companies.

Cash flows for the six months ended June 30, 2020 compared to the six months
ended June 30, 2019:

                                                            Six Months Ended June 30,
                                                             2020              2019

Beginning cash, cash equivalents and restricted cash $ 4,199,825 $

2,849,831

Net cash provided by (used in):
Operating activities                                        3,712,167           543,971
Investing activities                                       (3,375,454 )      (2,332,753 )
Financing activities                                       13,317,899      

(462,823 ) Net increase (decrease) in cash, cash equivalents and restricted cash

                                            13,654,612        (2,251,605 )
Ending cash, cash equivalents and restricted cash       $  17,854,437$     598,226




                                       20
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Net cash provided by operating activities was $3,712,167 for the six months
ended June 30, 2020, as compared to net cash provided by operating activities of
$543,971 during the corresponding period in 2019. Our primary sources of
liquidity are cash flows from our operations and the availability to borrow
funds under our credit and loan facilities. The primary reason for the increase
in cash provided by operating activities for the six month period ended June 30,
2020, compared to the same period in 2019, was the fluctuation in market and
commodity prices during the six months ended June 30, 2020 , $4,986,003 of
decrease in accounts receivable, $3,711,239 of decrease in inventory, and
$4,781,183 of net cash settlements on commodity derivatives.

Investing activities used cash of $3,375,454 for the six months ended June 30,
2020, as compared to having used $2,332,753 of cash during the corresponding
period in 2019, due mainly to the purchase of fixed assets and the acquisition
of Crystal.

Financing activities provided cash of $13,317,899 for the six months ended June
30, 2020, as compared to using cash of $462,823 during the corresponding period
in 2019. Financing activities for the six months ended June 30, 2020 were
comprised of contributions from the Tensile transaction of $21.0 million, offset
by approximately $8.6 million used to pay down our long-term debt,$4.2 million
proceeds from PPP note, and $3.3 million of payments on our line of credit.
Financing activities for the six months ended June 30, 2019 were comprised of
note proceeds of approximately $0.2 million, offset by approximately $1.5
million used to pay down our long-term debt, and $1.2 million of proceeds on our
line of credit.

Critical Accounting Policies and Use of Estimates


Our financial statements are prepared in accordance with U.S. GAAP. The
preparation of these financial statements requires management to make estimates
and judgments that affect the reported amounts of assets, liabilities, revenues
and expenses. Management regularly evaluates its estimates and judgments,
including those related to revenue recognition, goodwill, intangible assets,
long-lived assets valuation, and legal matters. Actual results may differ from
these estimates. (See "Part I" - "Item 1. Financial Statements" - "  Note 1.
Basis of Presentation and Nature of Operations  " to the financial statements
included herein).
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 determined that no long-lived asset impairment existed
at June 30, 2020.
Leases
In February 2016, the FASB issued Accounting Standards Update No. 2016-02 (ASU
2016-02), Leases (Topic 842). ASU 2016-02 requires companies to recognize lease
assets and lease liabilities on the balance sheet and disclose key information
about leasing arrangements.  We adopted ASU No. 2016-02, Leases (Topic 842)
effective January 1, 2019 and will not recast comparative periods in transition
to the new standard. In addition, we elected certain practical expedients which
permit us to not reassess whether existing contracts are or contain leases, to
not reassess the lease classification of any existing leases, to not reassess
initial direct costs for any existing leases, and to not separate lease and
nonlease components for all classes of underlying assets. We also made an
accounting policy election to keep leases with an initial term of 12 months or
less off of the balance sheet for all classes of underlying assets. Adoption of
the new standard resulted in an increase in the Company's assets and liabilities
of approximately $37.8 million. The ASU did not have an impact on our
consolidated results of operations or cash flows. Additional information and
disclosures required by this new standard are contained in "Part I" - "Item 1.
Financial Statements" - "  Note 13. Leases  ".


                                       21
--------------------------------------------------------------------------------


Preferred Stock Classification
A mandatorily redeemable financial instrument shall be classified as a liability
unless the redemption is required to occur only upon the liquidation or
termination of the reporting entity. A financial instrument issued in the form
of shares is mandatorily redeemable if it embodies an unconditional obligation
requiring the issuer to redeem the instrument by transferring its assets at a
specified or determinable date (or dates) or upon an event certain to occur. A
financial instrument that embodies a conditional obligation to redeem the
instrument by transferring assets upon an event not certain to occur becomes
mandatorily redeemable-and, therefore, becomes a liability-if that event occurs,
the condition is resolved, or the event becomes certain to occur. The Series B
Preferred Stock requires the Company to redeem such preferred stock on the fifth
anniversary of the issuance of the Series B Preferred Stock and the Series B1
Preferred Stock requires the Company to redeem such preferred stock on the same
date as the Series B Preferred Stock, in the event such redemptions are allowed
pursuant to the Company's senior credit facilities and applicable law. SEC
reporting requirements provide that any possible redemption outside of the
control of the Company requires the preferred stock to be classified outside of
permanent equity.
Redeemable Noncontrolling Interest
As more fully described in "  Note 14. Share Purchase and Subscription
Agreements  ", the Company is party to put/call option agreements with the
holder of MG SPV's and Heartland SPV's non-controlling interests. The put
options permit MG SPV's and Heartland SPV's non-controlling interest holders, at
any time on or after the earlier of (a) the fifth anniversary of the applicable
closing date of such issuances and (ii) the occurrence of certain triggering
events (an "MG Redemption" and "Heartland Redemption", as applicable) to require
MG SPV and Heartland SPV to redeem the non-controlling interest from the holder
of such interest. Per the agreements, the cash purchase price for such redeemed
Class B Units (MG SPV) and Class A Units (Heartland SPV) is the greater of
(y) the fair market value of such units (without discount for illiquidity,
minority status or otherwise) as determined by a qualified third party agreed to
in writing by a majority of the holders seeking an MG SPV Redemption and
Heartland SPV Redemption and Vertex Operating (provided that Vertex Operating
still owns Class A Units (as to MG SPV) or Class B Units (as to Heartland SPV)
on such date, as applicable) and (z) the original per-unit price for such Class
B Units/Class A Units plus any unpaid Class A/Class B preference. The preference
is defined as the greater of (A) the aggregate unpaid "Class B/Class A Yield"
(equal to an annual return of 22.5% per annum) and (B) an amount equal to fifty
percent (50%) of the aggregate capital invested by the Class B/Class A Unit
holders. The agreements also permit the Company to acquire the non-controlling
interest from the holders thereof upon certain events. Applicable accounting
guidance requires an equity instrument that is redeemable for cash or other
assets to be classified outside of permanent equity if it is redeemable (a) at a
fixed or determinable price on a fixed or determinable date, (b) at the option
of the holder, or (c) upon the occurrence of an event that is not solely within
the control of the issuer. Based on this guidance, the Company has classified
the MG SPV and Heartland SPV non-controlling interests between the liabilities
and equity sections of the accompanying June 30, 2020 and December 31, 2019
consolidated balance sheets (provided that the Heartland SPV interest was not
outstanding until January 2020). If an equity instrument subject to the guidance
is currently redeemable, the instrument is adjusted to its maximum redemption
amount at the balance sheet date. If the equity instrument subject to the
guidance is not currently redeemable but it is probable that the equity
instrument will become redeemable (for example, when the redemption depends
solely on the passage of time), the guidance permits either of the following
measurement methods: (a) accrete changes in the redemption value over the period
from the date of issuance (or from the date that it becomes probable that the
instrument will become redeemable, if later) to the earliest redemption date of
the instrument using an appropriate methodology, or (b) recognize changes in the
redemption value immediately as they occur and adjust the carrying amount of the
instrument to equal the redemption value at the end of each reporting period.
The amount presented in temporary equity should be no less than the initial
amount reported in temporary equity for the instrument. Because the MG SPV and
Heartland SPV equity instruments will become redeemable solely based on the
passage of time, the Company determined that it is probable that the MG SPV and
Heartland SPV equity instruments will become redeemable. The Company has elected
to apply the second of the two measurement options described above. An
adjustment to the carrying amount of a non-controlling interest from the
application of the above guidance does not impact net income in the consolidated
financial statements. Rather, such adjustments are treated as equity
transactions.

Variable Interest Entities
The Company accounts for the investments it makes in certain legal entities in
which equity investors do not have (1) sufficient equity at risk for the legal
entity to finance its activities without additional subordinated financial
support, (2) as a group, (the holders of the equity investment at risk), do not
have either the power, through voting or similar rights, to direct the
activities of the legal entity that most significantly impacts the entity's
economic performance, or (3) the obligation to absorb the expected losses of the
legal entity or the right to receive expected residual returns of the legal
entity. These certain legal entities are referred to as "variable interest
entities" or "VIEs."
The Company consolidates the results of any such entity in which it determines
that it has a controlling financial interest. The Company has a "controlling
financial interest" in such an entity if the Company has both the power to
direct the activities that most

                                       22
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significantly affect the VIE's economic performance and the obligation to absorb
the losses of, or right to receive benefits from, the VIE that could be
potentially significant to the VIE. On a quarterly basis, the Company reassesses
whether it has a controlling financial interest in any investments it has in
these certain legal entities.

Market Risk
Our revenues and cost of revenues are affected by fluctuations in the value of
energy related products.  We attempt to mitigate much of the risk associated
with the volatility of relevant commodity prices by using our knowledge of the
market to obtain feedstock at attractive costs, by efficiently managing the
logistics associated with our products, by turning our inventory over quickly
and by selling our products into markets where we believe we can achieve the
greatest value.


                                       23

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