Global Clean Energy Holdings, Inc. Quarterly report pursuant to Section 13 or 15(d)

Quarterly report pursuant to Section 13 or 15(d)

SIGNIFICANT ACCOUNTING POLICIES (Policies)

SIGNIFICANT ACCOUNTING POLICIES (Policies)

6 Months Ended

Jun. 30, 2023

Cash and Cash Equivalents; Concentration of Credit Risk

The Company considers all highly liquid investments in money market accounts with an original maturity of three months or less from date of purchase to be cash equivalents. The Company maintains cash and cash equivalents at high-quality financial institutions. However, deposits exceed the federally insured limits. At June 30, 2023, the Company had approximately $2.8 million in uninsured cash.

Inventories

Inventories currently consist of

camelina

seeds, grain, meal, and oil. Inventories are valued at the lower of cost or net realizable value. Cost is determined based on standard cost. The Company recognized a loss of zero and $0.3 million for the six months ended June 30, 2023 and 2022, respectively, due to inventories being adjusted to the lower of cost or net realizable value.

Long-Lived Assets

Long-lived Assets

In accordance with U.S. GAAP for the impairment or disposal of long-lived assets, the carrying values of intangible assets and other long-lived assets are reviewed on a regular basis for the existence of facts or circumstances that may suggest impairment. The Company recognizes impairment when the aggregate of the expected undiscounted future cash flows is less than the carrying amount of the asset. Impairment losses, if any, are measured as the excess of the carrying amount of the asset over its estimated fair value. During the six months ended June 30, 2023 and 2022, there were no impairment losses recognized on long-lived assets.

Goodwill and Indefinite Lived Assets

The Company’s indefinite lived assets consist of goodwill and trade names. Goodwill represents the excess of the fair value of consideration over the fair value of identifiable net assets acquired. Goodwill is allocated at the date of acquisition and is not amortized, but tested annually for impairment. Note that

goodwill is adjusted for the impact of foreign currency translation for instances when goodwill is recorded in foreign entities whose functional currency is also their local currency. Goodwill balances are translated into U.S. dollars using exchange rates in effect at period end. Adjustments related to foreign currency translation are included in other comprehensive gain. Other indefinite lived assets were separately identified intangible assets apart from goodwill and are subject to amortization. Amortization expense for intangible assets was approximately $0.3 million and $0.3 million for the three months ended June 30, 2023 and June 30, 2022, respectively, and $0.6 million and $0.7 million for the six months ended June 30, 2023 and June 30, 2022, respectively.

Accrued Liabilities

As of June 30, 2023 and December 31, 2022, accrued liabilities consists of:

	As of June 30, 2023		As of December 31, 2022
Accrued compensation and related liabilities	$	6,842,793	$	6,377,251
Accrued interest payable		9,984,176		4,744,937
Accrued construction costs		4,523,158		4,551,839
Other accrued liabilities		3,494,100		4,841,668
Current portion of asset retirement obligations		6,980,213		2,849,000
Current portion of environmental liabilities		2,651,828		4,353,564
	$	34,476,268	$	27,718,259

Contract Asset

In exchange for the August 5, 2022 amendments to the POA and the TPA, the Company provided consideration to Exxon, in the form of warrants, which was capitalized as a contract asset and will be amortized over the life of the contracts on a per gallon basis as the underlying product, renewable diesel, is produced and sold under the contracts. The construction for the Bakersfield Renewable Fuels Refinery is not yet completed. Accordingly, the Company has not recognized amortization associated with the contract asset.

Research and Development

Research and development costs are charged to operating expenses when incurred, which were nominal for the three and six months ended June 30, 2023 and June 30, 2022.

Fair Value Measurements and Fair Value of Financial Instruments

As of June 30, 2023 and December 31, 2022, the carrying amounts of the Company's financial instruments that are not reported at fair value in the accompanying

condensed

consolidated balance sheets, including cash, cash equivalents, and restricted cash, accounts receivable, and accounts payable and accrued liabilities, approximate their fair value due to their short-term nature. As of June 30, 2023 and December 31, 2022, the carrying amount of the Company's convertible note payable to one of its executive officers, which is a financial instrument that is not reported at fair value in the accompanying

condensed

consolidated balance sheets, approximates its fair value due to the recent amendments that reflect current market conditions. The Class B Units, issued by BKRF HCB, LLC, are reported at fair value. The Senior Credit Agreement is a long-term fixed rate debt instrument that has a carrying amount that is approximately at fair value based on recent amendments and a comparison of recently completed market transactions.

U.S. GAAP specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company's market assumptions. These two types of inputs have created the following fair-value hierarchy:

Level 1— Quoted prices for identical instruments in active markets;

Level 2— Quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets; and

Level 3— Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

The following is the recorded fair value of the Class B Units as of June 30, 2023:

	Carrying Value		Total Fair Value		Quoted prices in active markets for identical assets - Level 1		Significant other observable inputs - Level 2		Significant unobservable inputs - Level 3
Liabilities
Class B Units	$	11,600,000	$	11,600,000	$	-	$	-	$	11,600,000

The following is the recorded fair value of the Class B Units as of December 31, 2022:

	Carrying Value		Total Fair Value		Quoted prices in active markets for identical assets - Level 1		Significant other observable inputs - Level 2		Significant unobservable inputs - Level 3
Liabilities
Class B Units	$	12,007,000	$	12,007,000	$	-	$	-	$	12,007,000

The following presents changes in the Class B Units for the three and six months ending June 30, 2023:

	Three months ended June 30, 2023			Six months ended June 30, 2023
Beginning Balance	$	13,817,000		$	12,007,000
Change in fair value recognized in earnings		(2,217,000	)		(407,000	)
Ending Balance	$	11,600,000		$	11,600,000

The following presents changes in the Class B Units for the three and six months ending June 30, 2022:

	Three months ended June 30, 2022			Six months ended June 30, 2022
Beginning Balance	$	22,600,279		$	21,628,689
Change in fair value recognized in earnings		(14,079,365	)		(13,107,775	)
Ending Balance	$	8,520,914		$	8,520,914

Estimates

Management uses estimates and assumptions in preparing financial statements. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and reported revenues and expenses. Significant estimates used in preparing these financial statements include (a) valuation of common stock, warrants, and stock options, (b) estimated useful lives of equipment and intangible assets, (c) the estimated costs to remediate or clean-up the refinery site, and the inflation rate, credit-adjusted risk-free rate and timing of payments to calculate the asset retirement obligations, (d) the estimated costs to remediate or clean-up identified environmental liabilities, and (e) the estimated future cash flows, which are adjusted for current market conditions and various operational revisions, and the various metrics required to establish a reasonable estimate of the value of the Class B Units issued to the Company’s lenders under the Senior Credit

greement. It is reasonably possible that the significant estimates used will change within the next year.

Income/Loss Per Common Share

Income/Loss per Common Share

Income/Loss per share amounts are computed by dividing income or loss applicable to the common stockholders of the Company by the weighted-average number of common shares outstanding during each period. Diluted income or loss per share amounts are computed assuming the issuance of common stock for potentially dilutive common stock equivalents. The number of dilutive warrants, options, and convertible notes and accrued interest is computed using the treasury stock method, whereby the dilutive effect is reduced by the number of treasury shares the Company could purchase with the proceeds from exercises of warrants and options.

The following tables pres

t instruments that were potentially dilutive for the three and six months ended June 30, 2023 and June 30, 2022 that were excluded from diluted earnings per share as they would have been anti-dilutive:

	Three months ended June 30, 2023		Six months ended June 30, 20 23
Convertible notes and accrued interest		7,582,318		7,582,318
Stock options and warrants		73,324,394		68,110,669

	Three months ended June 30, 2022		Six months ended June 30, 2022
Convertible notes and accrued interest		7,616,305		7,616,305
Stock options and warrants		45,633,504		45,980,038

Subsequent Events

The Company evaluated subsequent events, if any, that wo

ld require an adjustment to the Company’s condensed consolidated financial statements or require disclosure in the notes to the condensed consolidated financial statements through the date of issuance of the financial statements. Where applicable, the notes to these condensed consolidated financial statements have been updated to discuss all significant subsequent events which have occurred. See Note J - Subsequent Events, for a description of events occurring subsequent to June 30, 2023 not included elsewhere

these condensed consolidate

financial statements.