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 June 30, 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 $0.01 per share, outstanding as of August 15, 2022 was 42,323,933.

Part I. FINANCIAL INFORMATION

Item 1: Condensed Consolidated Financial Information	3

CONDENSED CONSOLIDATED BALANCE SHEETS	3

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS	4

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS	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	31

Item 3. Quantitative and Qualitative Disclosures about Market Risk	36

Item 4. Controls and Procedures	36

Part II. OTHER INFORMATION

Item 1. Legal Proceedings	38

Item 1A. Risk Factors	38

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	38

Item 3. Defaults upon Senior Securities	38

Item 4. Mine Safety Disclosures	38

Item 5. Other Information	38

Item 6. Exhibits	39

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Part I. FINANCIAL INFORMATION

Item 1: Condensed Consolidated Financial Information

GLOBAL CLEAN ENERGY HOLDINGS, INC. AND SUBSIDIARIES

NDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

	June 30, 2022			December 31, 2021
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	5,483,804		$	2,957,296
Accounts receivable, net		634,733			1,374,500
Restricted cash		1,386			7,972,914
Inventories, net		6,023,783			3,596,296
Prepaid expenses and other current assets		1,106,062			2,870,074
Total Current Assets		13,249,768			18,771,080

Restricted cash, net of current portion		3,069,703			12,491,684
Debt issuance costs, net		-			3,972,568
Operating lease right-of-use-assets		3,897,433			481,027
Intangible assets, net		12,120,175			12,771,996
Goodwill		10,400,896			8,777,440
Long term deposits		645,068			628,689
Property, plant and equipment, net		496,674,503			353,852,931
Advances to contractors		-			10,021,908

TOTAL ASSETS	$	540,057,546		$	421,769,323
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
Accounts payable	$	16,242,237		$	4,563,304
Accrued liabilities		49,930,648			40,269,003
Warrant Commitment Liability, at fair value		-			19,215,140
Current portion of operating lease obligations		768,076			198,440
Notes payable including current portion of long-term debt, net		23,473,742			35,223,402
Convertible notes payable		1,000,000			1,000,000
Total Current Liabilities		91,414,703			100,469,289

LONG-TERM LIABILITIES
Operating lease obligations, net of current portion		3,129,444			283,197
Mandatorily redeemable equity instruments of subsidiary, at fair value (Class B Units)		8,520,914			21,628,689
Long-term debt, net		4,195,851			3,450,576
Senior credit facility, net		325,232,475			317,780,666
Asset retirement obligations, net of current portion		17,205,390			17,661,429
Environmental liabilities, net of current portion		16,801,417			19,488,571
Deferred tax liabilities		1,540,520			1,623,599
TOTAL LIABILITIES		468,040,714			482,386,016

Series C 15.00 % preferred stock - 50,000,000 shares authorized; 145,000 and 0 shares issued and outstanding at June 30, 2022 and December 31, 2021 respectively		77,827,708			-

STOCKHOLDERS' EQUITY
Common stock, $0.01 par value; 500,000,000 shares authorized; 42,323,933 and 42,013,433 shares issued and outstanding, at June 30,2022 and December 31, 2021 respectively		423,239			420,134
Additional paid-in capital		120,937,109			51,142,220
Accumulated other comprehensive income		14,291			-
Accumulated deficit		(137,207,326	)		(117,647,947	)
Total stockholders' deficit attributable to Global Clean Energy Holdings, Inc.		(15,832,687	)		(66,085,593	)
Non-controlling interests		10,021,811			5,468,900
Total Stockholders' Equity		(5,810,876	)		(60,616,693	)

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	540,057,546		$	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 June 30,						For the six months ended June 30,
	2022			2021			2022			2021

Revenue	$	785,664		$	102,074		$	1,191,878		$	196,718
Cost of goods sold		63,610			51,190			792,413			136,466
Gross Profit		722,054			50,884			399,465			60,252

Operating Expenses
General and administrative expense		10,272,109			7,282,999			21,623,343			10,997,961
Facilities expense		4,029,523			3,711,631			7,232,444			6,552,168
Depreciation expense		586,311			28,046			793,532			53,716
Amortization expense		337,720			216,050			676,093			305,080
Total Operating Expenses		15,225,663			11,238,726			30,325,412			17,908,925

OPERATING LOSS		(14,503,609	)		(11,187,842	)		(29,925,947	)		(17,848,673	)

OTHER INCOME (EXPENSE)
Interest expense, net		(833,354	)		(715,093	)		(2,173,530	)		(1,425,255	)
Loss on extinguishment of debt		-			-			(3,972,568	)		-
Other (expense) income		(1,145,917	)		67,314			(1,186,028	)		68,364
Change in fair value of Class B Units		14,079,365			(2,242,681	)		13,107,775			(3,093,912	)
Change in fair value of Warrant Commitment Liability		-			-			4,515,307			-
Loss before income taxes		(2,403,515	)		(14,078,302	)		(19,634,991	)		(22,299,476	)
Income tax benefit		2,732			-			75,612			-
NET LOSS	$	(2,400,783	)	$	(14,078,302	)