Form 10-Q Global Clean Energy Hold For: Mar 31

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Global Clean Energy Holdings, Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended March 31, 2022

Commission file number:

000-12627

GLOBAL CLEAN ENERGY HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware		87-0407858
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

2790 Skypark Drive, Suite 105, Torrance, California		90505
(Address of principal executive offices)		(Zip Code)

		(310) 641-4234
		(Registrant’s telephone number, including area code)

Securities registered under Section 12(b) of the Act:

Title of Each Class	Trading Symbol	Name of Each Exchange on Which Registered
N/A	N/A	N/A

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	x	Smaller reporting company	x
		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.

☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes

☐

☒

The number of shares of the issuer’s Common Stock, par value $0.001 per share, outstanding as of May 13, 2022 was 42,273,933.

Part I. FINANCIAL INFORMATION
Item1: Condensed Consolidated Financial Information	3
CONDENSED CONSOLIDATED BALANCE SHEETS	3
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS	4
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME	5
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT	6
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS	7
Item 2: Management’s Discussion and Analysis of Financial Condition and Results of Operations	32
Item 3. Quantitative and Qualitative Disclosures about Market Risk	38
Item 4. Controls and Procedures	38

Part II. OTHER INFORMATION
Item 1. Legal Proceedings	40
Item 1A. Risk Factors	40
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	40
Item 3. Defaults upon Senior Securities	40
Item 4. Mine Safety Disclosures	41
Item 5. Other Information	41
Item 6. Exhibits	42

-2-

Part I. FINANCIAL INFORMATION

Item1: Condensed Consolidated Financial Information

GLOBAL CLEAN ENERGY HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED

CONSOLIDATED BALANCE SHEETS

(Unaudited)

	March 31, 2022			December 31, 2021
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	29,012,135		$	2,957,296
Accounts receivable, net		460,676			1,374,500
Restricted cash		16,830,659			7,972,914
Inventories, net		4,403,216			3,596,296
Prepaid expenses and other current assets		778,987			2,870,074
Total Current Assets		51,485,673			18,771,080

Restricted cash, net of current portion		39,068,369			12,491,684
Debt issuance costs, net		-			3,972,568
Operating lease right-of-use-asset s		428,385			481,027
Intangible assets, net		12,444,959			12,771,996
Goodwill		10,324,899			8,777,440
Long term deposits		642,231			628,689
Property, plant and equipment, net		420,420,676			353,852,931
Advances to contractors		4,700,303			10,021,908

TOTAL ASSETS	$	539,515,495		$	421,769,323
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
Accounts payable	$	25,579,364		$	4,563,304
Accrued liabilities		29,460,744			40,269,003
Warrant Commitment Liability, at fair value		-			19,215,140
Current portion of operating lease obligations		145,537			198,440
Notes payable including current portion of long-term debt, net		24,926,052			35,223,402
Convertible notes payable		1,000,000			1,000,000
Total Current Liabilities		81,111,697			100,469,289

LONG-TERM LIABILITIES
Operating lease obligations, net of current portion		283,197			283,197
Mandatorily redeemable equity instruments of subsidiary, at fair value (Class B Units)		22,600,279			21,628,689
Long-term debt, net		2,925,234			3,450,576
Senior credit facility, net		321,614,103			317,780,666
Asset retirement obligations, net of current portion		17,178,224			17,661,429
Environmental liabilities, net of current portion		18,400,179			19,488,571
Deferred tax liabilities		1,545,919			1,623,599
TOTAL LIABILITIES		465,658,832			482,386,016

Series C 15.00% preferred stock - 50,000,000 shares authorized; 145,000 and 0 shares issued and outstanding at March 31, 2022 and December 31, 2021 respectively		71,019,134			-

STOCKHOLDERS' EQUITY
Common stock, $0.01 par value; 500,000,000 shares authorized; 42,223,933 and 42,013,433 shares issued and outstanding, at December 31,2021 and December 31, 2020 respectively		422,239			420,134
Additional paid-in capital		127,202,349			51,142,220
Accumulated other comprehensive loss		(2,327	)		-
Accumulated deficit		(134,806,543	)		(117,647,947	)
Total stockholders' deficit attributable to Global Clean Energy Holdings, Inc.		(7,184,282	)		(66,085,593	)
Non-controlling interests		10,021,811			5,468,900
Total Stockholders' Equity		2,837,529			(60,616,693	)

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	539,515,495		$	421,769,323

The accompanying notes are an integral part of these

condensed

consolidated financial statements

-3-

GLOBAL CLEAN ENERGY HOLDINGS, INC. AND SUBSIDIARIES

NDENSED

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	For the three months ended March 31,
	2022			2021
Revenue
Seed sales, net	$	406,214		$	94,645
Cost of goods sold		728,803			85,276
Gross (Loss) Profit		(322,589	)		9,369

Operating Expenses
General and administrative expense		11,351,234			3,714,962
Facilities expense		3,202,921			2,840,537
Depreciation expense		207,221			25,670
Amortization expense		338,373			89,030
Total Operating Expenses		15,099,749			6,670,199

OPERATING LOSS		(15,422,338	)		(6,660,830	)

OTHER INCOME (EXPENSE)
Interest expense, net		(1,340,176	)		(710,162	)
Loss on extinguishment of debt		(3,972,568	)		-
Other income		(40,111	)		1,049
Change in fair value of Class B Units		(971,590	)		(851,231	)
Change in fair value of Warrant Commitment Liability		4,515,307			-
Loss before income taxes		(17,231,476	)		(8,221,174	)
Income tax benefit		72,880			-
NET LOSS	$	(17,158,596	)	$	(8,221,174	)

BASIC NET LOSS PER COMMON SHARE	$	(0.41	)		(0.23	)
DILUTED NET LOSS PER COMMON SHARE	$	(0.41	)		(0.23	)
BASIC WEIGHTED AVERAGE SHARES OUTSTANDING		42,188,994			36,096,794
DILUTED WEIGHTED-AVERAGE SHARES OUTSTANDING		42,188,994			36,096,794

The accompanying notes are an integral part of these

condensed

consolidated financial statements

-4-

GLOBAL CLEAN ENERGY HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

	For the three months ended March 31,
	2022			2021
Net loss	$	(17,158,596	)	$	(8,221,174	)
Other comprehensive loss:
Foreign currency translation adjustments		(2,327	)		-
Comprehensive loss	$	(17,160,923	)	$	(8,221,174	)

The accompanying notes are an integral part of these

condensed

consolidated financial statements

-5-

GLOBAL CLEAN ENERGY HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT

(Unaudited)

	Preferred Stock		Common Stock		Additional Paid in Capital			Accumulated other comprehensive loss		Accumulated Deficit			Non - controlling Interests		Total
Beginning Balance at Dec. 31, 2020	$	13	$	358,499	$	31,670,954		$	-	$	(66,232,439	)	$	5,468,900	$	(28,734,073	)
Share-based compensation from issuance of options and compensation-based warrants		-		-		102,000			-		-			-		102,000
Shares issued upon reverse split to avoid fractional shares		-		19		(19	)		-		-			-		-
Conversion of note payable to shares		-		15,868