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, 2023

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
None	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 May 15, 2023 was 42,350,027.

Part I. FINANCIAL INFORMATION

Item 1: Condensed Consolidated Financial Information

GLOBAL CLEAN ENERGY HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

	March 31, 2023			December 31, 2022
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	3,443,767		$	5,776,731
Accounts receivable, net		1,501,444			732,095
Restricted cash		-			1,584,959
Inventories, net		5,968,766			7,383,343
Prepaid expenses and other current assets		400,476			1,413,207
Total Current Assets		11,314,453			16,890,335

Restricted cash, net of current portion		-			102,255
Operating lease right-of-use-assets		4,961,051			5,332,110
Intangible assets, net		11,205,159			11,524,333
Goodwill		10,070,669			9,470,699
Long term deposits		972,757			597,242
Contract asset - related party		15,618,495			15,618,495
Property, plant and equipment, net		679,426,731			648,532,827

TOTAL ASSETS	$	733,569,315		$	708,068,296

LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
Accounts payable	$	8,422,976		$	7,404,276
Accrued liabilities		32,906,221			27,718,259
Current portion of operating lease obligations		2,262,617			1,897,303
Current portion of EPC deferred payment		35,748,779			35,748,779
Notes payable including current portion of long-term debt, net		24,888,361			11,792,105
Convertible notes payable		1,000,000			1,000,000
Total Current Liabilities		105,228,954			85,560,722

LONG-TERM LIABILITIES
Operating lease obligations, net of current portion		2,442,600			3,090,002
Mandatorily redeemable equity instruments of subsidiary, at fair value (Class B Units)		13,817,000			12,007,000
EPC deferred payment		92,949,558			92,949,558
Long-term debt, net		148,414			12,248,752
Senior Credit Agreement, net		433,778,621			401,239,399
Asset retirement obligations, net of current portion		16,335,313			18,255,155
Environmental liabilities, net of current portion		17,850,981			16,018,650
Deferred tax liabilities		987,089			1,261,624
TOTAL LIABILITIES		683,538,530			642,630,862

Series C 15.00% preferred stock - 50,000,000 shares authorized; 145,000 and 145,000 shares issued and outstanding at March 31, 2023 and December 31, 2022 respectively		102,524,521			93,645,430

STOCKHOLDERS' DEFICIT
Common stock, $0.01 par value; 500,000,000 shares authorized; 42,352,799 shares issued and 42,350,027 shares outstanding at March 31, 2023 and 42,347,599 shares issued and 42,344,827 shares outstanding, at December 31, 2022		423,528			423,476
Additional paid-in capital		122,978,562			122,632,584
Accumulated other comprehensive income		83,878			72,514
Accumulated deficit		(196,399,789	)		(171,756,655	)
Treasury stock, at cost , 2,772 shares at March 31, 2023 and 2,772 shares at December 31, 2022		(15,935	)		(15,935	)
Total stockholders' deficit attributable to Global Clean Energy Holdings, Inc.		(72,929,756	)		(48,644,016	)
Non-controlling interests		20,436,020			20,436,020
Total Stockholders' Deficit		(52,493,736	)		(28,207,996	)

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	733,569,315		$	708,068,296

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 March 31,
	2023			2022

Revenue	$	1,333,064		$	406,214
Cost of goods sold		1,462,708			728,803
Gross Loss		(129,644	)		(322,589	)

Operating Expenses
General and administrative expense		13,646,251			11,351,234
Facilities expense		7,651,193			3,202,921
Depreciation expense		270,266			207,221
Amortization expense		335,544			338,373
Total Operating Expenses		21,903,254			15,099,749

OPERATING LOSS		(22,032,898	)		(15,422,338	)

OTHER INCOME (EXPENSE)
Interest expense, net		(1,191,688	)		(1,340,176	)
Loss on extinguishment of debt		-			(3,972,568	)
Other (expense) income		291,278			(40,111	)
Change in fair value of Class B Units		(1,810,000	)		(971,590	)
Change in fair value of Warrant Commitment Liability		-			4,515,307
Loss before income taxes		(24,743,308	)		(17,231,476	)
Income tax (expense) benefit		100,174			72,880
NET LOSS	$	(24,643,134	)	$	(17,158,596	)

BASIC NET LOSS PER COMMON SHARE	$	(0.58	)	$	(0.41	)
DILUTED NET LOSS PER COMMON SHARE	$	(0.58	)	$	(0.41	)
BASIC WEIGHTED AVERAGE SHARES OUTSTANDING		42,349,408			42,188,994
DILUTED WEIGHTED-AVERAGE SHARES OUTSTANDING		42,349,408			42,188,994

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 LOSS

(Unaudited)

	For the three months ended March 31,
	2023			2022
Net loss	$	(24,643,134	)	$	(17,158,596	)
Other comprehensive gain (loss):
Foreign currency translation adjustments		11,364			(2,327	)
Comprehensive loss	$	(24,631,770	)	$	(17,160,923	)

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

-5-

	Common Stock		Additional Paid in Capital		Accumulated other comprehensive loss		Accumulated Deficit			Treasury Stock		Non - controlling Interests		Total
Beginning Balance at Dec. 31, 2021	$	420,134	$	51,142,220	$	-	$	(117,647,947	)		-	$	5,468,900	$	(60,616,693	)
Share-based compensation from issuance of options and compensation-based warrants		-		312,166		-		-			-		-		312,166
Exercise of stock options		2,105		75,795		-		-			-