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 September 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 every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit 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 November 14, 2022 was 42,327,827.

Item 1: Condensed Consolidated Financial Information

GLOBAL CLEAN ENERGY HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

ASSETS	September 30, 2022			December 31, 2021
CURRENT ASSETS
Cash and cash equivalents	$	6,816,096		$	2,957,296
Accounts receivable, net		1,073,383			1,374,500
Restricted cash		12,640			7,972,914
Inventories, net		6,336,255			3,596,296
Prepaid expenses and other current assets		1,460,052			2,870,074
Total Current Assets		15,698,426			18,771,080

Restricted cash, net of current portion		13,857			12,491,684
Debt issuance costs, net		-			3,972,568
Operating lease right-of-use-assets		5,674,378			481,027
Intangible assets, net		11,795,905			12,771,996
Goodwill		10,070,775			8,777,440
Long term deposits		611,970			628,689
Contract asset - related party		15,618,495			-
Property, plant and equipment, net		607,830,457			353,852,931
Advances to contractors		-			10,021,908

TOTAL ASSETS	$	667,314,263		$	421,769,323
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
Accounts payable	$	7,333,571		$	4,563,304
Accrued liabilities		140,247,070			40,269,003
Warrant Commitment Liability, at fair value		-			19,215,140
Current portion of operating lease obligations		1,655,199			198,440
Notes payable including current portion of long-term debt, net		24,240,347			35,223,402
Convertible notes payable		1,000,000			1,000,000
Total Current Liabilities		174,476,187			100,469,289

LONG-TERM LIABILITIES
Operating lease obligations, net of current portion		3,584,849			283,197
Mandatorily redeemable equity instruments of subsidiary, at fair value (Class B Units)		14,859,000			21,628,689
Long-term debt, net		150,000			3,450,576
Senior credit facility, net		356,316,562			317,780,666
Asset retirement obligations, net of current portion		16,211,814			17,661,429
Environmental liabilities, net of current portion		16,223,397			19,488,571
Deferred tax liabilities		1,546,791			1,623,599
TOTAL LIABILITIES		583,368,600			482,386,016

Series C 15.00% preferred stock - 50,000,000 shares authorized; 145,000 and 0 shares issued and outstanding at September 30, 2022 and December 31, 2021 respectively		85,371,009			-

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 September 30,2022 and December 31, 2021 respectively		423,239			420,134
Additional paid-in capital		130,067,339			51,142,220
Accumulated other comprehensive income		169,817			-
Accumulated deficit		(152,521,761	)		(117,647,947	)
Total stockholders' deficit attributable to Global Clean Energy Holdings, Inc.		(21,861,366	)		(66,085,593	)
Non-controlling interests		20,436,020			5,468,900
Total Stockholders' Equity		(1,425,346	)		(60,616,693	)

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	667,314,263		$	421,769,323

The accompanying notes are an integral part of these condensed consolidated financial statements

-3-

GLOBAL CLEAN ENERGY HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	For the three months ended September 30,						For the nine months ended September 30,
	2022			2021			2022			2021

Revenue	$	924,993		$	(8,307	)	$	2,116,871		$	188,409
Cost of goods sold		671,373			1,049			1,463,786			137,515
Gross Profit (Loss)		253,620			(9,356	)		653,085			50,894

Operating Expenses
General and administrative expense		8,306,115			4,591,157			29,929,458			15,589,118
Facilities expense		3,898,433			3,180,394			11,130,877			9,732,562
Depreciation expense		225,335			34,825			1,018,867			88,541
Amortization expense		338,373			298,806			1,014,466			603,886
Total Operating Expenses		12,768,256			8,105,182			43,093,668			26,014,107

OPERATING LOSS		(12,514,636	)		(8,114,538	)		(42,440,583	)		(25,963,213	)

OTHER INCOME (EXPENSE)
Interest expense, net		(765,232	)		(732,232	)		(2,938,762	)		(2,157,487	)
Loss on extinguishment of debt		-			-			(3,972,568	)		-
Other (expense) income		1,266,789			15,393			80,761			83,759
Change in fair value of Class B Units		(3,295,086	)		(2,849,573	)		9,812,689			(5,943,485	)
Change in fair value of Warrant Commitment Liability		-			-			4,515,307			-
Loss before income taxes		(15,308,165	)

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	32

Item 3. Quantitative and Qualitative Disclosures about Market Risk	37

Item 4. Controls and Procedures	37

Part II. OTHER INFORMATION

Item 1. Legal Proceedings	39

Item 1A. Risk Factors	39

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	39

Item 3. Defaults upon Senior Securities	39

Item 4. Mine Safety Disclosures	39

Item 5. Other Information	39

Item 6. Exhibits	40