Global Clean Energy Holdings, Inc.

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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

For the quarterly period ended September 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

November 9, 2023

was

49,982,345

art I. FINANCIAL INFORMATION 

tem 1: Financial Statements

GLOBAL CLEAN ENERGY HOLDINGS, INC., AND SUBSIDIARIES

ONDENSED CONSOLIDATED BALANCE SHEETS

	September 30, 2023			December 31, 2022
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	2,821,007		$	5,776,731
Accounts receivable, net		766,548			732,095
Restricted cash		1,943,385			1,584,959
Inventories, net		5,775,906			7,383,343
Prepaid expenses and other current assets		2,698,292			1,413,207
Total Current Assets		14,005,138			16,890,335

Restricted cash, net of current portion		-			102,255
Operating lease right-of-use-assets		4,007,063			5,332,110
Intangible assets, net		9,892,831			11,524,333
Goodwill		9,971,488			9,470,699
Other long- term assets		4,732,348			597,242
Contract asset - related party		15,618,495			15,618,495
Property, plant and equipment, net		752,277,394			648,532,827

TOTAL ASSETS	$	810,504,757		$	708,068,296

LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
Accounts payable	$	19,338,674		$	7,404,276
Accrued liabilities		39,424,526			27,718,259
Current portion of operating lease obligations		1,952,165			1,897,303
Current portion of EPC deferred payment		47,738,981			35,748,779
Notes payable including current portion of long-term debt, net		181,417,368			11,792,105
Convertible notes payable		-			1,000,000
Total Current Liabilities		289,871,714			85,560,722

LONG-TERM LIABILITIES
Operating lease obligations, net of current portion		1,977,000			3,090,002
Mandatorily redeemable equity instruments of subsidiary, at fair value (Class B Units)		5,421,000			12,007,000
EPC deferred payment, net of current portion		75,018,371			92,949,558
Long-term debt, net		150,000			12,248,752
Senior Credit Agreement, net		377,151,388			401,239,399
Asset retirement obligations, net of current portion		12,601,811			18,255,155
Environmental liabilities, net of current portion		16,467,490			16,018,650
Deferred tax liabilities		953,810			1,261,624
Other long-term liabilities		893,559			-
TOTAL LIABILITIES		780,506,143			642,630,862

Commitments and contingencies (Note I)

Series C 15.00% preferred stock - 50,000,000 shares authorized; 145,000 shares issued and outstanding as of September 30, 2023 and December 31, 2022		125,879,530			93,645,430

STOCKHOLDERS' DEFICIT
Common stock, $0.01 par value; 500,000,000 shares authorized; 49,982,345 shares issued and outstanding at September 30, 2023 and 42,347,599 shares issued and 42,344,827 shares outstanding, at December 31, 2022		499,823			423,476
Additional paid-in capital		115,675,547			122,632,584
Accumulated other comprehensive income (loss)		(780,954	)		72,514
Accumulated deficit		(231,711,352	)		(171,756,655	)
Treasury stock, at cost, 0 shares at September 30, 2023 and 2,772 shares at December 31, 2022		-			(15,935	)
Total stockholders' deficit attributable to Global Clean Energy Holdings, Inc.		(116,316,936	)		(48,644,016	)
Non-controlling interests		20,436,020			20,436,020
Total Stockholders' Deficit		(95,880,916	)		(28,207,996	)

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	810,504,757		$	708,068,296

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

GLOBAL CLEAN ENERGY HOLDINGS, INC.,

AND

SUBSIDIARIES

ONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

	For the three months ended September 30,						For the nine months ended September 30,
	2023			2022			2023			2022

Revenue	$	1,876,727		$	924,993		$	3,441,542		$	2,116,871
Cost of goods sold		2,964,658			671,373			4,531,175			1,463,786
Gross Profit (Loss)		(1,087,931	)		253,620			(1,089,633	)		653,085

Operating Expenses
General and administrative expense		11,097,066			8,306,115			37,809,944			29,929,458
Facilities expense		7,404,351			3,898,433			22,805,699			11,130,877
Depreciation expense		65,744			225,335			628,894			1,018,867
Amortization expense		206,781			338,373			820,766			1,014,466
Total Operating Expenses		18,773,942			12,768,256			62,065,303			43,093,668

OPERATING LOSS		(19,861,873	)		(12,514,636	)		(63,154,936	)		(42,440,583	)

OTHER INCOME (EXPENSE)
Interest expense, net		(684,466	)		(765,232	)		(3,183,116	)		(2,938,762	)
Loss on extinguishment of debt		-			-			-			(3,972,568	)
Other income (expense)		(7,559	)		1,266,789			167,324			80,761
Change in fair value of Class B Units		6,179,000			(3,295,086	)		6,586,000			9,812,689
Change in fair value of Warrant Commitment Liability		-			-			-			4,515,307
Loss before income taxes		(14,374,898	)		(15,308,165	)		(59,584,728	)		(34,943,156	)
Income tax benefit (expense)		(490,677	)		(6,270	)		(369,969	)		69,342
NET LOSS	$	(14,865,575	)	$	(15,314,435	)	$	(59,954,697	)	$	(34,873,814	)

BASIC NET LOSS PER COMMON SHARE	$	(0.32	)	$	(0.36	)	$	(1.36	)	$	(0.83	)
DILUTED NET LOSS PER COMMON SHARE	$	(0.32	)	$	(0.36	)	$	(1.36	)	$	(0.83	)
BASIC WEIGHTED AVERAGE SHARES OUTSTANDING		47,181,208			42,323,933			43,979,203			42,267,543
DILUTED WEIGHTED-AVERAGE SHARES OUTSTANDING		47,181,208			42,323,933			43,979,203			42,267,543

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

GLOBAL CLEAN ENERGY HOLDINGS, INC., AND SUBSIDIARIES

ONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

	For the three months ended September 30,						For the nine months ended September 30,
	2023			2022			2023			2022
Net loss	$	(14,865,575	)	$	(15,314,435	)	$	(59,954,697	)	$	(34,873,814	)
Other comprehensive gain (loss):
Foreign currency translation adjustments		(839,367	)		155,526			(853,468	)		169,817
Comprehensive loss	$	(15,704,942	)	$	(15,158,909	)	$	(60,808,165	)	$	(34,703,997	)

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

GLOBAL CLEAN ENERGY HOLDINGS, INC., AND SUBSIDIARIES

ONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT

	Common Stock		Additional Paid in Capital		Accumulated other comprehensive income (loss)		Accumulated Deficit			Treasury Stock		Non - controlling Interests		Total
Beginning Balance at December 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		-

Part I. FINANCIAL INFORMATION	3
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	8
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS	10
Item 2: Management’s Discussion and Analysis of Financial Condition and Results of Operations	24
Item 3. Quantitative and Qualitative Disclosures about Market Risk	28
Item 4. Controls and Procedures	28

Part II. OTHER INFORMATION
Item 1. Legal Proceedings	29
Item 1A. Risk Factors	29
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	29
Item 3. Defaults upon Senior Securities	29
Item 4. Mine Safety Disclosures	29
Item 5. Other Information	29
Item 6. Exhibits	30