UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): August 11, 2020

VERTEX ENERGY, INC.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (866) 660-8156

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

On August 11, 2020, Vertex Energy, Inc. (“Vertex” or the “Company”) issued a press release and will hold a conference call regarding its financial results for the three and six months ended June 30, 2020. A copy of the press release, which includes information on the conference call and a summary of such financial results is furnished as Exhibit 99.1 to this Form 8-K. Additionally, a copy of a presentation which will be discussed on the earnings call is furnished as Exhibit 99.2 to this Form 8-K.

The information contained in this Current Report shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

The press release and presentation furnished as Exhibits 99.1 and 99.2, respectively, to this Current Report on Form 8-K, contain forward-looking statements within the safe harbor provisions under The Private Securities Litigation Reform Act of 1995, and, as such, may involve known and unknown risks, uncertainties and assumptions. These forward-looking statements relate to the Company’s current expectations and are subject to the limitations and qualifications set forth in the press release and presentation as well as in the Company’s other filings with the Securities and Exchange Commission, including, without limitation, that actual events and/or results may differ materially from those projected in such forward-looking statements. These statements also involve known and unknown risks, which may cause the results of the Company, its divisions and concepts to be materially different than those expressed or implied in such statements. Accordingly, readers should not place undue reliance on any forward-looking statements. Forward-looking statements may include comments as to the Company’s beliefs and expectations as to future financial performance, events and trends affecting its business and are necessarily subject to uncertainties, many of which are outside the Company’s control. More information on potential factors that could affect the Company’s financial results is included from time to time in the “Forward-Looking Statements,” “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of the Company’s periodic and current filings with the SEC, including the Form 10-Qs and Form 10-Ks, filed with the SEC and available at www.sec.gov and in the “Investor Relations” – “SEC Filings” section of the Company’s website at www.vertexenergy.com. Forward-looking statements speak only as of the date they are made. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise that occur after that date, except as otherwise provided by law.

* Furnished herewith.

+ The Presentation discloses Adjusted EBITDA, for the three months and trailing 12 months ended June 30, 2020 and 2019, which is a non-GAAP financial measure. The Adjusted EBITDA calculations are described in greater detail, and reconciled to GAAP, in the press release attached hereto as Exhibit 99.1, under the heading “Reconciliation of Net Loss attributable to Vertex Energy, Inc., to Earnings before Interest, Taxes, Depreciation and Amortization (EBITDA) and Adjusted EBITDA”, and incorporated by reference in this Form 8-K.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned, hereunto duly authorized.

EXHIBIT INDEX

* Furnished herewith.

+ The Presentation discloses Adjusted EBITDA, for the three months and trailing 12 months ended June 30, 2020 and 2019, which is a non-GAAP financial measure. The Adjusted EBITDA calculations are described in greater detail, and reconciled to GAAP, in the press release attached hereto as Exhibit 99.1, under the heading “Reconciliation of Net Loss attributable to Vertex Energy, Inc., to Earnings before Interest, Taxes, Depreciation and Amortization (EBITDA) and Adjusted EBITDA”, and incorporated by reference in this Form 8-K.

Vertex Energy, Inc. 8-K

Exhibit 99.1

VERTEX ENERGY REPORTS SECOND QUARTER 2020 RESULTS

HOUSTON, TX., August 11, 2020 -- Vertex Energy, Inc. (NASDAQ: VTNR, “Vertex” or the “Company”), a leading specialty refiner and marketer of high-quality hydrocarbon products, today announced its financial results for the second quarter of 2020.

MANAGEMENT OUTLOOK

For the three months ended June 30, 2020, the Company reported a net loss attributable to Vertex Energy of ($9.0) million, versus a net loss of ($0.4) million, the second quarter 2019. Vertex reported Adjusted EBITDA of ($5.3) million for the second quarter 2020, versus $2.1 million in the prior-year period. The year-over-year decline in net income and Adjusted EBITDA was attributable to extended maintenance at the Marrero, Louisiana refinery and a year-over-year decline in refined product margins, given lower economic activity related to the novel coronavirus (COVID-19). A schedule reconciling the Company’s GAAP and non-GAAP financial results, including Adjusted EBITDA, is included later in this release.

STRATEGIC UPDATE

During the second quarter, Vertex quickly adapted to the changing market dynamics resulting from the novel coronavirus. Specifically, management took action to improve feedstock availability, increase refinery utilization, reduce costs and further optimize owned assets.

MANAGEMENT COMMENTARY

“As expected, our second quarter performance was impacted by a combination of low UMO availability, extended downtime at our largest refinery and a year-over-year decline in refined product margins, all of which were attributable to the historic disruption caused by the COVID-19 pandemic,” stated Benjamin P. Cowart, President and CEO of Vertex. “In response to rapidly changing market dynamics, our management team took decisive action to reduce costs during the second quarter, while maintaining balance sheet discipline to support the long-term growth of our business.”

“Business conditions improved during July, as shelter-in-place orders were lifted,” continued Cowart. “Since the start of the third quarter, both our Marrero and Heartland refineries have operated near peak utilization, as UMO feedstock availability has returned to near-historical levels. In July, total UMO collections increased by nearly 40% versus June levels.”

“During the second quarter, UMO prices were driven to elevated levels, given a lack of feedstock availability,” continued Cowart. “Elevated UMO pricing resulted in less favorable product spreads, which impacted our profitability during the second quarter. As economic activity further accelerates and UMO supplies become more readily available, we expect to see a decline in feedstock prices and improved realized margins during the second half of 2020.”

BALANCE SHEET

As of June 30, 2020, the Company had total cash and availability on its lending facility of $17.8 million and $1.8 million, respectively.

Vertex had total term debt outstanding of $10.2 million as of June 30, 2020, which included $4.2 million related to funds received under the Paycheck Protection Program (the "PPP") which is part of the recently enacted Coronavirus Aid, Relief, and Economic Security Act ("CARES Act"). Under the terms of the PPP, the entire balance of the loan may be forgiven to the extent that cash proceeds are used for qualifying expenses. As of the date of this release, the Company has allocated the entirety of PPP funds received toward qualifying expenses. 

CONFERENCE CALL AND WEBCAST

A conference call will be held today at 9:00 A.M. ET to review the Company’s financial results, discuss recent events and conduct a question-and-answer session.

A webcast of the conference call and accompanying presentation materials will be available in the Investor Relations section of Vertex’s website at www.vertexenergy.com. To listen to a live broadcast, go to the site at least 15 minutes prior to the scheduled start time in order to register, download, and install any necessary audio software.To participate in the live teleconference:

Domestic Live: 844-602-0380

To listen to a replay of the teleconference, which will be available through August 18, 2020:

Domestic Replay: 877-481-4010

Conference ID: 36289

ABOUT VERTEX ENERGY

Houston-based Vertex Energy, Inc. (NASDAQ: VTNR) is a specialty refiner of alternative feedstocks and marketer of high-purity petroleum products. Vertex is one of the largest processors of used motor oil in the U.S., with operations located in Houston and Port Arthur (TX), Marrero (LA) and Heartland (OH). Vertex also co-owns a facility, Myrtle Grove, located on a 41-acre industrial complex along the Gulf Coast in Belle Chasse, LA, with existing hydro-processing and plant infrastructure assets, that include nine million gallons of storage. The Company has built a reputation as a key supplier of Group II+ and Group III base oils to the lubricant manufacturing industry throughout North America.

FORWARD-LOOKING STATEMENTS

This press release may contain forward-looking statements, including information about management’s view of Vertex Energy’s future expectations, plans and prospects, within the safe harbor provisions under The Private Securities Litigation Reform Act of 1995 (the “Act”). In particular, when used in the preceding discussion, the words “believes,” “hopes,” “expects,” “intends,” “plans,” “anticipates,” or “may,” and similar conditional expressions are intended to identify forward-looking statements within the meaning of the Act, and are subject to the safe harbor created by the Act. Any statements made in this news release other than those of historical fact, about an action, event or development, are forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors, which may cause the results of Vertex Energy, its divisions and concepts to be materially different than those expressed or implied in such statements. These risk factors and others are included from time to time in documents Vertex Energy files with the Securities and Exchange Commission, including, but not limited to, its Form 10-Ks, Form 10-Qs and Form 8-Ks. Other unknown or unpredictable factors also could have material adverse effects on Vertex Energy’s future results. The forward-looking statements included in this press release are made only as of the date hereof. Vertex Energy cannot guarantee future results, levels of activity, performance or achievements. Accordingly, you should not place undue reliance on these forward-looking statements. Finally, Vertex Energy undertakes no obligation to update these statements after the date of this release, except as required by law, and takes no obligation to update or correct information prepared by third parties that are not paid for by Vertex Energy.

CONTACT

Investor Relations

720.778.2415

IR@vertexenergy.com

VERTEX ENERGY, INC.

CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

VERTEX ENERGY, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

VERTEX ENERGY, INC.

CONSOLIDATED STATEMENTS OF EQUITY

FOR THE SIX MONTHS ENDED JUNE 30, 2020 AND 2019

(UNAUDITED)

VERTEX ENERGY, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

SIX MONTHS ENDED JUNE 30, 2020 AND 2019 (UNAUDITED)

Reconciliation of Net Loss attributable to Vertex Energy, Inc., to Earnings before Interest, Taxes, Depreciation and Amortization (EBITDA) and Adjusted EBITDA*

* EBITDA, Adjusted EBITDA, and free cash flows are non-GAAP financial measures. These measurements are not recognized in accordance with GAAP and should not be viewed as an alternative to GAAP measures of performance.

EBITDA represents net income before interest, taxes, depreciation and amortization. Adjusted EBITDA is defined as EBITDA before stock-based compensation expense and gain (loss) on change in value of derivative warrant liability and unrealized gains and losses on derivative instruments for hedging activities. EBITDA and Adjusted EBITDA are presented because we believe they provide additional useful information to investors due to the various noncash items during the period. EBITDA and Adjusted EBITDA have limitations as analytical tools, and you should not consider them in isolation, or as a substitute for analysis of our operating results as reported under GAAP. Some of these limitations are:

Free cash flow represents net cash provided by (used in) operating activities less capital expenditures.

Vertex Energy, Inc. 8-K

Exhibit 99.2

August 11, 2020 2Q20 Conference Call

Disclaimer This document may contain forward - looking statements including words such as “may,” “can,” “could,” “should,” “predict,” “aim,” “potential,” “continue,” “opportunity,” “intend,” “goal,” “estimate,” “expect,” “expectations,” “project,” “projections,” “plans,” “anticipates,” “believe,” “think,” “confident,” “scheduled,” or similar expressions, as well as information about management’s view of Vertex Energy’s future expectations, plans and prospects, within the safe harbor provisions under the Private Securities Litigation Reform Act of 1995 . These statements involve known and unknown risks, uncertainties and other factors which may cause the results of Vertex Energy, its divisions and concepts to be materially different than those expressed or implied in such statements . These risk factors and others are included from time to time in documents Vertex Energy files with the Securities and Exchange Commission, including, but not limited to, its Form 10 - Ks, Form 10 - Qs and Form 8 - Ks , available at the SEC’s website at www . sec . gov . Other unknown or unpredictable factors also could have material adverse effects on Vertex Energy’s future results . The forward - looking statements included in this presentation are made only as of the date hereof . Vertex Energy cannot guarantee future results, levels of activity, performance or achievements . Accordingly, you should not place undue reliance on these forward - looking statements . Finally, Vertex Energy undertakes no obligation to update these statements after the date of this presentation, except as required by law, and also undertakes no obligation to update or correct information prepared by third parties that are not paid for by Vertex Energy . Industry Information Information regarding market and industry statistics contained in this presentation is based on information available to us that we believe is accurate . It is generally based on publications that are not produced for investment or economic analysis . 2

2Q20 Business Update

Post COVID - 19: Charting a Path Toward Recovery Following a challenging 2Q20, business has stabilized during July 2020 4 Less availability of feedstock for refineries Less used motor oil produced Less demand for refined products Less commercial and consumer traffic COVID - 19 Travel Restrictions 2Q20 July 2020 Marrero and Heartland operating near peak capacity UMO feedstock availability recovering Demand conditions soft, but improving Vehicle miles traveled gradually recovering Broad - based cost reductions

Key Financial Metrics Second Quarter 2020 5 Total Revenues ($MM) Gross Profit ($MM) Operating Income (Loss) ($MM) Net Income (Loss) Attributable to Vertex (1) ($MM) (1) Second quarter 2020 and TTM 2Q20 results exclude the impact of the Tensile transaction $43.6 $21.4 $175.4 $138.0 2Q19 2Q20 TTM 2Q19 TTM 2Q20 $7.1 ($0.8) $24.5 $25.5 2Q19 2Q20 TTM 2Q19 TTM 2Q20 ($0.7) ($8.5) ($4.8) ($7.0) 2Q19 2Q20 TTM 2Q19 TTM 2Q20 ($0.4) ($8.9) ($7.9) ($5.9) 2Q19 2Q20 TTM 2Q19 TTM 2Q20

Adjusted EBITDA Bridge Narrowing product spreads drove the y/y decline in performance 6 2Q19 vs. 2Q20 Adj. EBITDA Bridge ($MM)

UMO Collections Are Steadily Recovering Collections levels improved exiting 2Q20 7 Total UMO Feedstock Supply (UMO Gallons in Millions) > Total feedstock supply declined 35% y/y in 2Q20 due to COVID - 19 UMO Feedstock Supply > VMT rebounded on a month - over - month basis in May, although driving levels remain 25% below prior - year levels VMT a Relevant Indicator > Direct collections troughed in April and have recovered into June Direct Collections U.S. Vehicle Miles Traveled Rebounded In May 2020 (Millions of Road Vehicle Miles Traveled) (1) (1) Source: US DOT (August 2020) Direct UMO Collections By Month (2019 vs. 2020 Y/Y % Change) 23.1 15.1 86.4 74.8 2Q19 2Q20 TTM 2Q19 TTM 2Q20 21% 22% - 5% - 34% - 29% 1% January February March April May June 272 282 286 281 296 287 272 284 261 274 254 232 220 168 213

Refining System Update Production levels rebounded during July 2020 8 (1) Utilization defined as total refinery throughputs divided by nameplate capacity of the refinery Marrero Refinery Capacity Utilization Rate (1) Heartland Refinery Capacity Utilization Rate (1) > 34 days of planned, extended maintenance that concluded in mid - June 2020; Operated near peak capacity in July 2020 Marrero Update > Solid utilization, given UMO feedstock constraints; Operated near peak capacity in July 2020 Heartland Update 103% 62% 97% 85% 2Q19 2Q20 TTM 2Q19 TTM 2Q20 97% 78% 103% 98% 2Q19 2Q20 TTM 2Q19 TTM 2Q20

Operational Priorities Key areas of management focus 9 UMO Availability > Management has expanded its collection network, ensuring increased availability of feedstock to support its refining operations during 3Q20 > Street pricing remains challenged; as we see driving activity increase, we expect to see more rational UMO pricing Refining Utilization > In 2Q20, both Marrero and Heartland operated at reduced rates due to poor UMO availability > During July 2020, both refineries operated near peak utilization, allowing us to capture increased economies of scale Cost Reductions > Focused on reductions in contract labor, together with reductions in plant operating costs. > SG&A declined more than 10% y/y in 2Q20 > Management expects to realize approximately $1 to $2 million in additional, annualized cost reductions during the second half of 2020. Asset Optimization > In 2Q20, we invested in several initiatives designed to grow our market presence as a collector and recycler of used automotive waste streams. > We expect to provide an update on these activities during 4Q20 Capital Discipline > Given current market volatility, Vertex remains focused on conserving available liquidity to support the long - term growth of the business, while investing in core operational improvements > As of June 30, 2020, the Company had total cash and available liquidity of $19.6 million, versus $20.2 million as of March 31, 2020

COVID - Related Demand Softness Impacted Margin Capture Product Spreads Below Long - Term Average of $8 - 10/ bbl 10 Futures Strip: USGC 3% High Sulfur Fuel Oil Less West Texas Intermediate (WTI) Crude Oil ($/Barrel) High Sulfur Fuel Oil is a Proxy for UMO Price; WTI is a Proxy For Product Prices Source: CME Group (May 2020) ($10) ($7) ($11) ($20) ($18) ($14) ($6) ($6) $1 ($5) ($5) ($3) ($4) ($4) ($4) ($5) ($5) ($5) ($5) ($5) ($5) ($5) ($5) ($5) ($5) Actual Spreads Futures Strip

Balance Sheet Update Approximately $20 Million In Cash And Availability On Term Loan 11 (1) Included in total cash amounts is the SPV amounts of Myrtle Grove and Heartland which are $ 8 . 4 million and $ 2 . 2 million, respectively, which are limited to use by each respective SPV . (2) Net cash positive reflects the difference between cash - on - hand and term debt Cash & Available Liquidity $MM (1) Net Debt vs. TTM Adj. EBITDA (1) > 2Q20 cash and available liquidity increased by $16.1 million y/y > Focused on capital conservation given near - term market challenges Adequate Cash & Liquidity Net Cash Positive 4.4 x 5.9 x 1.2 x 2Q19 3Q19 4Q19 1Q20 2Q20 Net Cash Positive $3.5 $5.8 $7.9 $20.3 $19.6 2Q19 3Q19 4Q19 1Q20 2Q20

APPENDIX

Corporate Overview Vertically - Integrated Specialty Refiner of Alternative Feedstocks 13 > ~100 collection trucks > Operations in 15 states > Internal collections strategy Collections Operations > Middle distillates and high - purity base oils > Marrero (LA) - Marine Fuel production > Heartland (OH) - Base oil production > Baytown (TX) – Houston ship channel terminal Refining Operations Executive Summary > Established producer of petroleum - based specialty products from recycled used motor oils and petrochemical streams > Own and operate one of the largest independent used motor oil collections (UMO) operations in the United States (1) > Produce/market IMO - compliant marine fuels, Group II & III Base Oils and fuel blend stocks for industrial applications > Proven track record of safe, reliable operations that optimize utilization at owned production facilities > Major ongoing capital projects offer potential to increase production of high - value specialty products > Experienced management team w/ high insider ownership (1) Vertex Energy owns/operates one of the largest used motor oil (UMO) collection and aggregation networks in the United Sta tes

Used Motor Oil Recycling Value Chain Direct and Third - Party UMO Collections Used As Refining Feedstock 14 UMO Generators Collectors Aggregators Processors Consumers Oil Change Shops, Car Dealerships 1.3 billion gal/ yr U.S. – fragmented industry Collect UMO to self - process or for sale Refined into higher - value finished products Consume middle distillates, base oils

We Own Advantaged Refining Assets In Strategic Markets Vertically Integrated Model Processes Collected UMO as Feedstock 15 > 4,800 bpd nameplate capacity > Feedstock: UMO > Production: Middle distillates > Opportunity: Demand for IMO - compliant marine fuel Marrero Refinery Marrero, Louisiana > 1,500 bpd nameplate capacity > Feedstock: UMO > Production: Group II+ base oil > Opportunity: Global transition to higher - purity base oils Heartland Refinery Columbus, Ohio > Waterfront facility w/ 100,000 barrels of storage on - site > Refining supply / distribution > Strategically located on the Houston ship channel Baytown Terminal Baytown, Texas Refining Operations Overview > Direct and third - party collections of UMO provide the feedstock for both Marrero and Heartland > Marrero and Heartland operating near peak utilization given strong demand for middle distillates and Group II base oils > Production slate includes middle distillates, base oils, asphalt, condensate and fuel oil (1) (bpd) barrels per day

We Are Focused On High - Grading Our Production Slate Multi - Year Transition From Commodity To Branded Products 16 Realized Gross Margin Capture Product Portfolio Evolution Commodity Products Specialty Products Vacuum Gas Oil IMO Marine Fuels High Purity Base Oils Niche Lubricants

CAFE Standards Drive Demand For Higher Purity Base Oils Corporate Average Fleet Economy (CAFE) Standard Requires Lower Emissions 17 Executive Summary Drivers of Group II+/III Demand CAFE Standard Fuel Economy By Year 6% CAGR In Required MPG Fuel Economy > CAFE standard requires increased fuel economy and lower emissions > Lower viscosity lubricants yield better fuel economy and lower emissions > High purity base oils are the primary base stock for premium synthetic lubricants used in CAFE - compliant higher performance engines > Base oil production from UMO is more efficient than from crude oil > Electrification of vehicle fleet is a long - term factor, but not material to the forecast until after 2030 North American Base Oil Capacity Shift (1) Trend Toward Higher Viscosity Base Oil Capacity 2% 56% 21% 21% 6% 23% 54% 17% Re-refined Group I Group II and III Naphthenic 2008 2018 (1) Source: LNG Lubricants Industry Factbook (2018 - 2019) 35 41 55 CY 2017 CY 2021 CY 2025

Compelling Investment Thesis Favorable Underlying Fundamentals, High - Return Organic Growth Projects 18 > Increased global demand for compliant low - sulfur marine fuels > Multi - year transition toward higher - viscosity, higher - margin Group II and III base oils Strong Underlying Market Trends > Bunker One partnership provides surety of offtake for 100% of Marrero refinery VGO production thru 2029 > Net profit - sharing agreement at all North American ports where Bunker One sells marine fuel Bunker One Partnership > Leading UMO collector consolidating fragmented industry > 20%+ y/y growth in direct collections in 2019 > Focused on growing cost - advantaged direct collections vs. third - party supply UMO Collections Growth > Focused on increasing production of IMO - compliant marine fuels and high purity base oils > Tensile has committed up to $34 million of capital to support growth of SPVs High - Return Capital Projects y > Led by founder/CEO Ben Cowart > Senior leadership with decades of UMO and industry - relevant experience > High insider ownership aligns management and investor interests Aligning Investor Interests #1 #2 #3 #4 #5

Our Strategic Focus Path Toward Profitable Growth Through The Cycle 19 > Direct collections are significantly cost - advantaged over third - party purchased collections > By increasing direct collections as % of total collections, we significantly reduce feedstock costs Drive Direct Collections Growth > Safe, reliable operations drive profitable growth > Focused on reducing feedstock overhead and reducing direct OPEX per gal sold Optimize Refining Asset Base > Shift from production of commodity intermediates toward higher value finished products > Be recognized as leading producer of IMO compliant marine fuel and high - purity base oils High - Grade Production Slate Identify high - return organic growth projects within existing asset base Partner with one or more venture investors on a project by project basis to support project CAPEX Growth CAPEX / Private Funding y > Generate Adj. EBITDA growth – use free cash flow to maintain conservative net leverage profile > Continue to diversify EBITDA across end - markets, geographies and customers Profitable Growth Through Cycle