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, 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		Smaller reporting company	

		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 14, 2023 was 49,982,345.

Part I. FINANCIAL INFORMATION
Item 1: Financial Statements	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 STATEMENTS OF CASH FLOWS	7
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS	9
Item 2: Management’s Discussion and Analysis of Financial Condition and Results of Operations	25
Item 3. Quantitative and Qualitative Disclosures about Market Risk	30
Item 4. Controls and Procedures	30

Part II. OTHER INFORMATION
Item 1. Legal Proceedings	31
Item 1A. Risk Factors	31
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	31
Item 3. Defaults upon Senior Securities	32
Item 4. Mine Safety Disclosures	32
Item 5. Other Information	32
Item 6. Exhibits	33

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Part I. FINANCIAL INFORMATION

Item 1: Financial Statements

GLOBAL CLEAN ENERGY HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

ASSETS	June 30, 2023			December 31, 2022
CURRENT ASSETS
Cash and cash equivalents	$	2,213,465		$	5,776,731
Accounts receivable, net		736,583			732,095
Restricted cash		1,022,570			1,584,959
Inventories, net		5,379,679			7,383,343
Prepaid expenses and other current assets		3,054,817			1,413,207
Total Current Assets		12,407,114			16,890,335

Restricted cash, net of current portion		689,477			102,255
Operating lease right-of-use-assets		4,487,509			5,332,110
Intangible assets, net		10,929,296			11,524,333
Goodwill		9,548,252			9,470,699
Long term deposits		601,608			597,242
Contract asset - related party		15,618,495			15,618,495
Property, plant and equipment, net		709,910,318			648,532,827

TOTAL ASSETS	$	764,192,069		$	708,068,296

LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
Accounts payable	$	9,753,578		$	7,404,276
Accrued liabilities		34,476,268			27,718,259
Current portion of operating lease obligations		2,280,158			1,897,303
Current portion of EPC deferred payment		28,338,061			35,748,779
Notes payable including current portion of long-term debt, net		27,867,182			11,792,105
Convertible notes payable		1,000,000			1,000,000
Total Current Liabilities		103,715,247			85,560,722

LONG-TERM LIABILITIES
Operating lease obligations, net of current portion		2,040,484			3,090,002
Mandatorily redeemable equity instruments of subsidiary, at fair value (Class B Units)		11,600,000			12,007,000
EPC deferred payment		99,183,212			92,949,558
Long-term debt, net		150,265			12,248,752
Senior Credit Agreement, net		473,857,813			401,239,399
Asset retirement obligations, net of current portion		14,512,593			18,255,155
Environmental liabilities, net of current portion		17,422,863			16,018,650
Deferred tax liabilities		1,528,022			1,261,624
TOTAL LIABILITIES		724,010,499			642,630,862

Series C 15.00% preferred stock - 50,000,000 shares authorized; 145,000 and 145,000 shares issued and outstanding at June 30, 2023 and December 31, 2022 respectively		114,377,170			93,645,430

STOCKHOLDERS' DEFICIT
Common stock, $0.01 par value; 500,000,000 shares authorized; 42,402,799 shares issued and 42,400,027 shares outstanding at June 30, 2023 and 42,347,599 shares issued and 42,344,827 shares outstanding, at December 31, 2022		424,028			423,476
Additional paid-in capital		121,747,651			122,632,584
Accumulated other comprehensive income		58,413			72,514
Accumulated deficit		(216,845,777	)		(171,756,655	)
Treasury stock, at cost, 2,772 shares at June 30, 2023 and 2,772 shares at December 31, 2022		(15,935	)		(15,935	)
Total stockholders' deficit attributable to Global Clean Energy Holdings, Inc.		(94,631,620	)		(48,644,016	)
Non-controlling interests		20,436,020			20,436,020
Total Stockholders' Deficit		(74,195,600	)		(28,207,996	)

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	764,192,069		$	708,068,296

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

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GLOBAL CLEAN ENERGY HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	For the three months ended June 30,						For the six months ended June 30,
	2023			2022			2023			2022

Revenue	$	231,751		$	785,664		$	1,564,815		$	1,191,878
Cost of goods sold		103,809			63,610			1,566,517			792,413
Gross Profit (L oss)		127,942			722,054			(1,702	)		399,465

Operating Expenses
General and administrative expense		13,066,627			10,312,681			26,712,878			20,897,624
Facilities expense		7,750,155			3,988,951			15,401,348			7,958,163
Depreciation expense		292,884			586,311			563,150			793,532
Amortization expense		278,441			337,720			613,985			676,093
Total Operating Expenses		21,388,107			15,225,663			43,291,361			30,325,412

OPERATING LOSS		(21,260,165	)		(14,503,609	)		(43,293,063	)		(29,925,947	)

OTHER INCOME (EXPENSE)
Interest expense, net		(1,306,962	)		(833,354	)		(2,498,650	)		(2,173,530	)
Loss on extinguishment of debt		-			-			-			(3,972,568	)
Other (expense) income		(116,395	)		(1,145,917	)		174,883			(1,186,028	)
Change in fair value of Class B Units		2,217,000			14,079,365			407,000			13,107,775
Change in fair value of Warrant Commitment Liability		-			-			-			4,515,307
Loss before income taxes		(20,466,522	)		(2,403,515	)		(45,209,830	)		(19,634,991	)
Income tax benefit		20,534			2,732			120,708			75,612
NET LOSS	$	(20,445,988	)	$	(2,400,783	)	$	(45,089,122	)	$	(19,559,379	)

BASIC NET LOSS PER COMMON SHARE	$	(0.48	)	$	(0.06	)	$	(1.06	)	$	(0.46	)
DILUTED NET LOSS PER COMMON SHARE	$	(0.48	)	$	(0.06	)	$	(1.06	)	$	(0.46	)
BASIC WEIGHTED AVERAGE SHARES OUTSTANDING		42,353,899			42,288,219			42,351,665			42,238,880
DILUTED WEIGHTED-AVERAGE SHARES OUTSTANDING		42,353,899			42,288,219			42,351,665			42,238,880

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

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GLOBAL CLEAN ENERGY HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(Unaudited)

		For the three months ended June 30,								For the six months ended June 30,
		2023				2022				2023				2022 </