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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Global Clean Energy Holdings Inc (QB) | USOTC:GCEH | OTCMarkets | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.001875 | 0.21% | 0.912875 | 0.91 | 0.92 | 0.912875 | 0.912875 | 0.912875 | 350 | 21:18:50 |
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FORM 10-Q
|
|
|
|
|
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) |
|
|
Title of Each Class
|
Trading Symbol
|
Name of Each Exchange on Which Registered
|
N/A
|
N/A
|
N/A
|
Large accelerated filer
|
¨
|
Accelerated filer
|
¨
|
Non-accelerated filer
|
x
|
Smaller reporting company
|
x
|
|
|
Emerging growth company
|
¨
|
|
|
|
|
|
|
|
|
-2- |
|
|
June 30, 2021 (Unaudited)
|
|
|
December 31, 2020 (Audited)
|
|
||
ASSETS
|
|
|
|
|
|
|
|
|
CURRENT ASSETS
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
2,935,011
|
|
|
$
|
3,370,519
|
|
Accounts receivable
|
|
|
148,691
|
|
|
|
143,823
|
|
Restricted cash
|
|
|
15,380,541
|
|
|
|
12,943,222
|
|
Inventory
|
|
|
882,913
|
|
|
|
846,197
|
|
Investment in farming activities
|
|
|
1,782,711
|
|
|
|
404,258
|
|
Prepaid expenses and other current assets
|
|
|
3,068,963
|
|
|
|
5,027,294
|
|
Total Current Assets
|
|
|
24,198,830
|
|
|
|
22,735,313
|
|
|
|
|
|
|
|
|
|
|
RESTRICTED CASH, net of current portion
|
|
|
28,570,060
|
|
|
|
22,668,984
|
|
DEBT ISSUANCE COSTS
|
|
|
1,508,211
|
|
|
|
840,211
|
|
RIGHT-OF-USE ASSET
|
|
|
61,717
|
|
|
|
51,611
|
|
INTANGIBLE ASSETS, NET
|
|
|
7,457,892
|
|
|
|
4,180,746
|
|
GOODWILL
|
|
|
1,355,077
|
|
|
|
-
|
|
LONG TERM DEPOSITS
|
|
|
627,589
|
|
|
|
628,382
|
|
PROPERTY, PLANT AND EQUIPMENT, NET
|
|
|
221,623,642
|
|
|
|
138,972,675
|
|
ADVANCES TO CONTRACTORS
|
|
|
17,801,315
|
|
|
|
16,000,000
|
|
|
|
|
|
|
|
|
|
|
TOTAL ASSETS
|
|
$
|
303,204,333
|
|
|
$
|
206,077,922
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS' DEFICIT
|
|
|
|
|
|
|
|
|
CURRENT LIABILITIES
|
|
|
|
|
|
|
|
|
Accounts payable and accrued liabilities
|
|
$
|
38,661,091
|
|
|
$
|
22,597,951
|
|
Lease liabilities
|
|
|
62,763
|
|
|
|
52,653
|
|
Notes payable including current portion of long-term debt, net
|
|
|
3,151,554
|
|
|
|
4,198,113
|
|
Convertible notes payable
|
|
|
1,000,000
|
|
|
|
1,697,000
|
|
Total Current Liabilities
|
|
|
42,875,408
|
|
|
|
28,545,717
|
|
|
|
|
|
|
|
|
|
|
LONG-TERM LIABILITIES
|
|
|
|
|
|
|
|
|
Mandatorily redeemable equity instruments of subsidiary
|
|
|
12,623,420
|
|
|
|
5,123,000
|
|
Long-term debt, net
|
|
|
17,972,125
|
|
|
|
16,155,138
|
|
Long-term debt, net (credit facility)
|
|
|
235,669,722
|
|
|
|
146,769,225
|
|
Asset retirement obligations, net of current portion
|
|
|
16,160,818
|
|
|
|
17,762,977
|
|
Environmental liabilities, net of current portion
|
|
|
19,785,876
|
|
|
|
20,455,938
|
|
TOTAL LIABILITIES
|
|
|
345,087,369
|
|
|
|
234,811,995
|
|
|
|
|
|
|
|
|
|
|
STOCKHOLDERS' DEFICIT
|
|
|
|
|
|
|
|
|
Preferred stock - $0.01 par value; 50,000,000 shares authorized Series B, convertible;
0
13,000 shares issued and outstanding
, respectively
|
|
|
-
|
|
|
|
13
|
|
Common stock, $0.001 par value; 500,000,000 shares authorized; 40,061,714 and 35,850,089 shares issued and outstanding, respectively
|
|
|
400,616
|
|
|
|
358,499
|
|
Additional paid-in capital
|
|
|
46,248,263
|
|
|
|
37,139,854
|
|
Accumulated deficit
|
|
|
(88,531,915
|
) |
|
|
(66,232,439
|
)
|
Total Stockholders' Deficit
|
|
|
(41,883,036
|
) |
|
|
(28,734,073
|
)
|
|
|
|
|
|
|
|
|
|
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT
|
|
$
|
303,204,333
|
|
|
$
|
206,077,922
|
|
-3- |
|
|
For the three months ended June 30,
|
|
|
For the six months ended June 30,
|
|
||||||||||
|
|
2021
|
|
|
2020
|
|
|
2021
|
|
|
2020
|
|
||||
Revenue
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Seed sales
|
|
$
|
102,074
|
|
|
$
|
-
|
|
|
$
|
196,718
|
|
|
$
|
-
|
|
Cost of Goods Sold
|
|
|
(51,190
|
)
|
|
|
-
|
|
|
|
(136,466
|
)
|
|
|
-
|
|
Gross Profit
|
|
|
50,884
|
|
|
|
-
|
|
|
|
60,252
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
General and administrative
|
|
|
7,282,999
|
|
|
|
1,820,933
|
|
|
|
10,997,961
|
|
|
|
2,064,040
|
|
Facilities expense
|
|
|
3,711,631
|
|
|
|
709,305
|
|
|
|
6,552,168
|
|
|
|
775,282
|
|
Depreciation expense
|
|
|
28,046
|
|
|
|
27,031
|
|
|
|
53,716
|
|
|
|
27,031
|
|
Amortization
expense
|
|
|
216,050
|
|
|
|
95,023
|
|
|
|
305,080
|
|
|
|
156,330
|
|
Total Operating Expenses
|
|
|
11,238,726
|
|
|
|
2,652,292
|
|
|
|
17,908,925
|
|
|
|
3,022,683
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OPERATING LOSS
|
|
|
(11,187,842
|
) |
|
|
(2,652,292
|
)
|
|
|
(17,848,673
|
) |
|
|
(3,022,683
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OTHER INCOME (EXPENSE)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense (net)
|
|
|
(715,093
|
)
|
|
|
(759,225
|
)
|
|
|
(1,425,255
|
)
|
|
|
(939,173
|
)
|
Other income
|
|
|
67,314
|
|
|
|
-
|
|
|
|
68,364
|
|
|
|
512,363
|
|
Change in fair value of Class B Units
|
|
|
(2,242,681
|
)
|
|
|
-
|
|
|
|
(3,093,912
|
)
|
|
|
|
|
Change in fair value of derivative and finance charges related to derivative liability
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
5,476,000
|
|
Total Other Income (Expense), net
|
|
|
(2,890,460
|
)
|
|
|
(759,225
|
)
|
|
|
(4,450,803
|
)
|
|
|
5,049,190
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET INCOME/(LOSS)
|
|
$
|
(14,078,302
|
) |
|
$
|
(3,411,517
|
)
|
|
$
|
(22,299,476
|
) |
|
|
2,026,507
|
|
BASIC NET INCOME/(LOSS) PER COMMON SHARE
|
|
|
(0.36
|
) |
|
|
(0.10
|
)
|
|
|
(0.60
|
) |
|
|
0.06
|
|
DILUTED NET INCOME
/
PER COMMON SHARE
(LOSS)
|
|
|
(0.36
|
) |
|
|
(0.10
|
)
|
|
|
(0.60
|
) |
|
|
0.03
|
|
BASIC WEIGHTED AVERAGE SHARES OUTSTANDING
|
|
|
38,618,255
|
|
|
|
35,588,972
|
|
|
|
37,364,554
|
|
|
|
35,386,045
|
|
DILUTED WEIGHTED-AVERAGE SHARES OUTSTANDING
|
|
|
38,618,255
|
|
|
|
35,588,972
|
|
|
|
37,364,554
|
|
|
|
63,997,192
|
|
-4- |
|
|
Preferred Stock
Series B Convertible
Preferred Stock
|
|
|
Common Stock
|
|
|
Additional Paid-
In
|
|
|
Accumulated
|
|
|
|
|
|||||||||||||
|
|
Shares
|
|
|
Amount
|
|
|
Shares
|
|
|
Amount
|
|
|
Capital
|
|
|
Deficit
|
|
|
Total
|
|
|||||||
Beginning Balance at Dec. 31, 2019
|
|
|
13,000
|
|
|
$
|
13
|
|
|
|
34,402,943
|
|
|
$
|
344,029
|
|
|
|
31,259,365
|
|
|
$
|
(55,682,264
|
)
|
|
$
|
(24,078,857
|
)
|
Share-based compensation from issuance of options and compensation-based warrants
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
25,614
|
|
|
|
-
|
|
|
|
25,614
|
|
Exercise of stock options
|
|
|
-
|
|
|
|
-
|
|
|
|
817,732
|
|
|
|
8,177
|
|
|
|
63,419
|
|
|
|
-
|
|
|
|
71,596
|
|
Net
Income
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
5,438,024
|
|
|
|
5,438,024
|
|
Ending Balance at Mar. 31, 2020
|
|
|
13,000
|
|
|
$
|
13
|
|
|
|
35,220,675
|
|
|
$
|
352,206
|
|
|
$
|
31,348,398
|
|
|
$
|
(50,244,240
|
)
|
|
$
|
(18,543,623
|
)
|
Share-based compensation from issuance of options and compensation-based warrants
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
155,186
|
|
|
|
-
|
|
|
|
155,186
|
|
Exercise of stock options
|
|
|
-
|
|
|
|
-
|
|
|
|
629,286
|
|
|
|
6,293
|
|
|
|
12,907
|
|
|
|
-
|
|
|
|
19,200
|
|
Option grants for investment in subsidiaries
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
5,477,677
|
|
|
|
-
|
|
|
|
5,477,677
|
|
Net Loss
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(3,411,517
|
)
|
|
|
(3,411,517
|
)
|
Ending Balance at Jun. 30, 2020
|
|
|
13,000
|
|
|
$
|
13
|
|
|
|
35,849,961
|
|
|
$
|
358,499
|
|
|
$
|
36,994,168
|
|
|
$
|
(53,655,757
|
)
|
|
$
|
(16,303,077
|
)
|
|
|
Preferred Stock
Series B Convertible
Preferred Stock
|
|
|
Common Stock
|
|
|
Additional Paid-
|
|
|
Accumulated
|
|
|
|
|
|||||||||||||
|
|
Shares
|
|
|
Amount
|
|
|
Shares
|
|
|
Amount
|
|
|
In Capital
|
|
|
Deficit
|
|
|
Total
|
|
|||||||
Beginning Balance at Dec. 31, 2020
|
|
|
13,000
|
|
|
$
|
13
|
|
|
|
35,850,089
|
|
|
$
|
358,499
|
|
|
$
|
37,139,854
|
|
|
$
|
(66,232,439
|
)
|
|
$
|
(28,734,073
|
)
|
Share-based compensation from issuance of options and compensation-based warrants
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
102,000
|
|
|
|
-
|
|
|
|
102,000
|
|
Shares issued upon reverse split to avoid fractional shares
|
|
|
-
|
|
|
|
-
|
|
|
|
1,793
|
|
|
|
19
|
|
|
|
(19
|
)
|
|
|
-
|
|
|
|
-
|
|
Conversion of note payable to shares
|
|
|
-
|
|
|
|
-
|
|
|
|
1,586,786
|
|
|
|
15,868
|
|
|
|
460,168
|
|
|
|
-
|
|
|
|
476,036
|
|
Net Loss
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(8,221,174
|
)
|
|
|
(8,221,174
|
)
|
Ending Balance at Mar. 31, 2021
|
|
|
13,000
|
|
|
$
|
13
|
|
|
|
37,438,668
|
|
|
$
|
374,386
|
|
|
$
|
37,702,003
|
|
|
$
|
(74,453,613
|
)
|
|
$
|
(36,377,211
|
)
|
Share-based compensation from issuance of options and compensation-based warrants
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
154,244
|
|
|
|
-
|
|
|
|
154,244
|
|
Exercise of stock options
|
|
|
-
|
|
|
|
-
|
|
|
|
60,978
|
|
|
|
610
|
|
|
|
8,734
|
|
|
|
-
|
|
|
|
9,344
|
|
Purchase of Agribody Technologies, Inc.
|
|
|
-
|
|
|
|
-
|
|
|
|
830,526
|
|
|
|
8,305
|
|
|
|
4,991,695
|
|
|
|
-
|
|
|
|
5,000,000
|
|
Conversion of Series B Preferred to Common
|
|
|
(13,000
|
)
|
|
|
(13
|
)
|
|
|
1,181,819
|
|
|
|
11,818
|
|
|
|
(11,805
|
)
|
|
|
-
|
|
|
|
-
|
|
Conversion of convertible notes
|
|
|
-
|
|
|
|
-
|
|
|
|
53,723
|
|
|
|
537
|
|
|
|
308,352
|
|
|
|
-
|
|
|
|
308,889
|
|
Issuance of common stock for cash
|
|
|
-
|
|
|
|
-
|
|
|
|
496,000
|
|
|
|
4,960
|
|
|
|
3,095,040
|
|
|
|
-
|
|
|
|
3,100,000
|
|
Net Loss
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(14,078,302
|
) |
|
|
(14,078,302
|
) |
Ending Balance at Jun. 30, 2021
|
|
|
-
|
|
|
$
|
-
|
|
|
|
40,061,714
|
|
|
$
|
400,616
|
|
|
$
|
46,248,263
|
|
|
$
|
(88,531,915
|
) |
|
$
|
(41,883,036
|
) |
-5- |
|
|
For the Six months ended June 30,
|
|
|||||
|
|
2021
|
|
|
2020
|
|
||
Operating Activities
|
|
|
|
|
|
|
|
|
Net Income/(Loss)
|
|
$
|
(22,299,476
|
)
|
|
$
|
2,026,507
|
|
Adjustments to reconcile net income/ (loss) to net cash used in operating activities:
|
|
|
|
|
|
|
|
|
Share-based compensation
|
|
|
256,244
|
|
|
|
180,800
|
|
Depreciation and amortization
|
|
|
358,796
|
|
|
|
181,411
|
|
Accretion of asset retirement obligations
|
|
|
490,000
|
|
|
|
-
|
|
Gain on settlement of liabilities
|
|
|
-
|
|
|
|
(512,363
|
)
|
Change in fair value of derivative liability
|
|
|
-
|
|
|
|
(5,476,000
|
)
|
Change in fair value of Class B Units
|
|
|
3,093,912
|
|
|
|
-
|
|
Amortization of discount on fixed payment obligation
|
|
|
1,217,158
|
|
|
|
-
|
|
Amortization of debt discount
|
|
|
184,444
|
|
|
|
745,648
|
|
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
Accounts receivable
|
|
|
(4,868
|
)
|
|
|
-
|
|
Inventories
|
|
|
(36,716
|
)
|
|
|
-
|
|
Farming activities
|
|
|
(1,378,453
|
)
|
|
|
(265,976
|
)
|
Prepaid expenses
|
|
|
1,958,331
|
|
|
|
(2,900,691
|
)
|
Deposits and other assets
|
|
|
793
|
|
|
|
(1,493,725
|
)
|
Accounts payable and accrued expenses, interest and compensation
|
|
|
11,492,462
|
|
|
|
4,026,578
|
|
Asset retirement obligations
|
|
|
(1,545,046
|
)
|
|
|
-
|
|
Environmental liabilities
|
|
|
(241,848
|
)
|
|
|
-
|
|
Lease liabilities and assets
|
|
|
4
|
|
|
|
-
|
|
Net Cash Used in Operating Activities
|
|
|
(6,454,263
|
)
|
|
|
(3,487,811
|
)
|
Investing Activities:
|
|
|
|
|
|
|
|
|
Cash paid for acquisition of Alon Bakersfield Property, Inc.
|
|
|
-
|
|
|
|
(36,500,000
|
)
|
Cash received as part of acquisition of Agribody Technologies, Inc.
|
|
|
263,754
|
|
|
|
-
|
|
Intangible assets
|
|
|
(42,226
|
)
|
|
|
-
|
|
Property plant and equipment and advances to contractors
|
|
|
(80,506,634
|
)
|
|
|
(24,928,459
|
)
|
Net Cash Used in Investing Activities
|
|
|
(80,285,106
|
)
|
|
|
(61,428,459
|
)
|
Financing Activities:
|
|
|
|
|
|
|
|
|
Proceeds received from exercise of stock options
|
|
|
9,344
|
|
|
|
90,796
|
|
Payments on notes payable and long-term debt
|
|
|
(1,907,558
|
)
|
|
|
(4,746,633
|
)
|
New borrowings
|
|
|
999,829
|
|
|
|
-
|
|
Cash received from PIPE transaction
|
|
|
3,100,000
|
|
|
|
-
|
|
Payments on debt issuance costs
|
|
|
-
|
|
|
|
(4,218,211
|
)
|
Long-term debt (credit facility)
|
|
|
92,440,641
|
|
|
|
80,500,000
|
|
Net Cash Provided by Financing Activities
|
|
|
94,642,256
|
|
|
|
71,625,952
|
|
|
|
|
|
|
|
|
|
|
Net Change in Cash, Cash Equivalents and Restricted Cash
|
|
|
7,902,887
|
|
|
|
6,709,682
|
|
Cash, Cash Equivalents and Restricted Cash at Beginning of Period
|
|
|
38,982,725
|
|
|
|
457,331
|
|
Cash, Cash Equivalents and Restricted Cash at End of Period
|
|
$
|
46,885,612
|
|
|
$
|
7,167,013
|
|
Supplemental Disclosures of Cash Flow Information
|
|
|
|
|
|
|
|
|
Cash Paid for Interest
|
|
|
11,516,672
|
|
|
|
-
|
|
Cash Paid for Income Tax
|
|
|
-
|
|
|
|
-
|
|
-6- |
-7- |
-8- |
As of April 15, 2021
|
|
|||
Assets
|
|
|
|
|
Cash
|
|
$
|
263,755
|
|
Furniture and equipment
|
|
|
1,428
|
|
Other long-term assets
|
|
|
184,017
|
|
Patents
|
|
|
3,450,000
|
|
Trade Name
|
|
|
90,000
|
|
Goodwill
|
|
|
1,355,077
|
|
Liabilities
|
|
|
|
|
Accrued Expenses
|
|
|
(344,277
|
)
|
Total
|
|
$
|
5,000,000
|
|
-9- |
-10- |
|
|
As of
June 30,
2021 |
|
|
As of
December
31, 2020 |
|
||
Accounts payable
|
|
$
|
3,913,431
|
|
|
$
|
9,724,136
|
|
Accrued compensation and related liabilities
|
|
|
3,860,015
|
|
|
|
3,034,688
|
|
Accrued interest payable
|
|
|
1,707,373
|
|
|
|
2,093,649
|
|
Accr
u
ed construction costs
|
|
|
17,699,190
|
|
|
|
-
|
|
Other accrued expenses
|
|
|
5,906,756
|
|
|
|
3,146,478
|
|
Current portion of asset retirement obligations
|
|
|
4,263,113
|
|
|
|
3,716,000
|
|
Current portion of environmental liabilities
|
|
|
1,311,213
|
|
|
|
883,000
|
|
|
|
$
|
38,661,091
|
|
|
$
|
22,597,951
|
|
|
|
Six months ended
June 30, 2021
|
|
|
Year ended
December 31, 2020
|
|
||
Asset retirement obligations - beginning of period
|
|
$
|
21,478,977
|
|
|
$
|
-
|
|
Additions related to acquisition of refinery
|
|
|
-
|
|
|
|
21,901,977
|
|
Disbursements
|
|
|
(1,545,046
|
)
|
|
|
(135,000
|
)
|
Accretion
|
|
|
490,000
|
|
|
|
652,000
|
|
Revised obligation estimates
|
|
|
-
|
|
|
|
(940,000
|
)
|
Asset retirement obligations - end of period
|
|
$
|
20,423,931
|
|
|
$
|
21,478,977
|
|
-11- |
-12- |
|
|
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
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mandatorily redeemable equity instruments of subsidiary
|
|
$
|
12,623,420
|
|
|
$
|
12,623,420
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
12,623,420
|
|
-13- |
|
|
Six months ended
June 30, 2021
|
|
|
Year ended
December 31,
2020 |
|
||
Beginning Balance
|
|
$
|
5,123,000
|
|
|
$
|
-
|
|
New unit issuances
|
|
|
4,406,508
|
|
|
|
3,101,344
|
|
Change in fair value recognized in earnings
|
|
|
3,093,912
|
|
|
|
2,021,656
|
|
Ending Balance
|
|
$
|
12,623,420
|
|
|
$
|
5,123,000
|
|
|
|
Six months ended
June 30, 2021
|
|
|
Six months ended
June 30, 2020
|
|
||
Convertible notes and accrued interest
|
|
|
7,372,205
|
|
|
|
10,007,550
|
|
Convertible preferred stock - Series B
|
|
|
-
|
|
|
|
1,181,818
|
|
Stock options and warrants
|
|
|
19,437,735
|
|
|
|
17,705,000
|
|
-14- |
-15- |
Asset Category
|
|
Capitalized Costs
Based on
Acquisition
Valuation
|
|
|
Allocated Pre-
Acquisition
Costs
|
|
|
Total
Capitalized
Costs on
Acquisition
|
|
|||
Property and Equipment
|
|
|
|
|
|
|
|
|
|
|
|
|
Land
|
|
$
|
7,584,961
|
|
|
$
|
-
|
|
|
$
|
7,584,961
|
|
Buildings
|
|
|
2,053,570
|
|
|
|
-
|
|
|
|
2,053,570
|
|
Refinery
|
|
|
77,845,201
|
|
|
|
3,222,449
|
|
|
|
81,067,650
|
|
Intangible Assets
|
|
|
1,921,082
|
|
|
|
-
|
|
|
|
1,921,082
|
|
Total
|
|
$
|
89,404,814
|
|
|
$
|
3,222,449
|
|
|
$
|
92,627,263
|
|
-16- |
|
|
June 30, 2021
|
|
|
December 31, 2020
|
|
||
Land
|
|
$
|
7,584,961
|
|
|
$
|
7,584,961
|
|
Office Equipment
|
|
|
62,506
|
|
|
|
61,078
|
|
Buildings
|
|
|
2,053,570
|
|
|
|
2,053,570
|
|
Refinery and Industrial Equipment
|
|
|
122,353,287
|
|
|
|
86,019,130
|
|
Transportation Equipment
|
|
|
136,237
|
|
|
|
-
|
|
Construction in Process
|
|
|
67,566,616
|
|
|
|
33,212,695
|
|
Construction
P
eriod
I
nterest
|
|
|
22,099,706
|
|
|
|
10,220,766
|
|
Total Cost
|
|
$
|
221,856,883
|
|
|
$
|
139,152,200
|
|
Less
A
ccumulated
D
epreciation
|
|
|
(233,241
|
) |
|
|
(179,525
|
)
|
Property and equipment, net
|
|
$
|
221,623,642
|
|
|
$
|
138,972,675
|
|
-17- |
|
|
June 30,
|
|
|
December
31,
2020 |
|
||
Non-amortizable Intangible Assets
|
|
|
|
|
|
|
|
|
Trade
N
ame
|
|
$
|
90,000
|
|
|
$
|
-
|
|
Amortizable Intangible Assets
|
|
|
|
|
|
|
|
|
Patent licenses
|
|
|
7,934,779
|
|
|
|
4,442,553
|
|
Refinery permits
|
|
|
1,921,082
|
|
|
|
1,921,082
|
|
Less accumulated amortization
|
|
|
(2,487,969
|
)
|
|
|
(2,182,889
|
)
|
Intangible Assets, Net
|
|
$
|
7,457,892
|
|
|
$
|
4,180,746
|
|
|
|
June 30, 2021
|
|
|
December
31, 2020
|
|
||
Notes Payable
|
|
|
|
|
|
|
|
|
Senior credit facility
|
|
$
|
248,976,574
|
|
|
$
|
153,405,569
|
|
Fixed payment obligation, net of discount of $2.9 million and $4.1 million, respectively
|
|
|
17,372,296
|
|
|
|
16,155,138
|
|
Other notes - current
|
|
|
3,151,554
|
|
|
|
4,198,113
|
|
Other notes - long-term
|
|
|
599,829
|
|
|
|
-
|
|
|
|
|
270,100,253
|
|
|
|
173,758,820
|
|
Less: unamortized debt issuance costs
|
|
|
(13,306,852
|
)
|
|
|
(6,636,344
|
)
|
Subtotal
|
|
|
256,793,401
|
|
|
|
167,122,476
|
|
|
|
|
|
|
|
|
|
|
Convertible Notes Payable
|
|
|
|
|
|
|
|
|
Convertible note payable to executive officer
|
|
|
1,000,000
|
|
|
|
1,000,000
|
|
Other convertible notes payable
|
|
|
-
|
|
|
|
697,000
|
|
Subtotal
|
|
|
1,000,000
|
|
|
|
1,697,000
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
257,793,401
|
|
|
$
|
168,819,476
|
|
-18- |
-19- |
-20- |
Year
|
|
Required Minimum Payments
|
|
|
2021
|
|
$
|
3,751,383
|
|
2022
|
|
|
21,250,000
|
|
2023
|
|
|
-
|
|
2024
|
|
|
-
|
|
2025
|
|
|
-
|
|
Thereafter
|
|
|
248,976,574
|
|
Total
|
|
$
|
273,977,957
|
|
-21- |
-22- |
|
|
Shares Under
Option
|
|
|
Weighted
Average
Exercise
Price
|
|
|
Weighted
Average
Remaining
Contractual
Life (Years)
|
|
|
Aggregate
Intrinsic Value
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Outstanding at December 31, 2020
|
|
|
19,230,214
|
|
|
|
0.16
|
|
|
|
2.81
|
|
|
$
|
30,044,649
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Granted
|
|
|
376,500
|
|
|
|
5.60
|
|
|
|
|
|
|
|
-
|
|
Exercised
|
|
|
(60,978
|
) |
|
|
0.15
|
|
|
|
|
|
|
|
-
|
|
Forfeited
|
|
|
(108,001
|
) |
|
|
0.66
|
|
|
|
|
|
|
|
-
|
|
Expired
|
|
|
(562
|
) |
|
|
0.66
|
|
|
|
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at June 30, 2021
|
|
|
19,437,173
|
|
|
|
0.32
|
|
|
|
2.59
|
|
|
$
|
99,096,555
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Vested and exercisable at June 30, 2021
|
|
|
18,394,034
|
|
|
|
0.22
|
|
|
|
2.51
|
|
|
$
|
95,562,337
|
|
|
|
Six months ended June 30, 2021
|
|
|
Expected Term (in Years)
|
|
|
2 to 5
|
|
Volatility
|
|
|
87
|
%
|
Risk Free Rate
|
|
|
0.377
|
%
|
Dividend Yield
|
|
|
0
|
%
|
Suboptimal Exercise Factor (1)
|
|
|
1.3
|
|
Exit Rate Pre-vesting (2)
|
|
|
0
|
%
|
Exit Rate Post-vesting (3)
|
|
|
0
|
%
|
Aggregate Grant Date Fair Value
|
|
$
|
788,039
|
|
(1)
|
The suboptimal exercise factor estimates the value realized by the holder upon exercise of the option and the estimated point at which an option holder would exercise an in-the-money option. The Company estimated the suboptimal factor based on the holder realizing a pre-tax profit of $500,000.
|
(2)
|
Assumed forfeiture rate for market condition option awards prior to vesting.
|
(3)
|
Assumed expiration or forfeiture rate for market condition option awards after vesting.
|
-23- |
Engineering,
|
Procurement and Construction Contract
|
-24- |
-25- |
-26- |
-27- |
-28- |
-29- |
-30- |
-31- |
-32- |
-33- |
-34- |
●
|
inability to complete the construction of the Bakersfield Biorefinery in a timely manner;
|
●
|
inability to complete the construction of the Bakersfield Biorefinery for the anticipated cost and within our available financial resources;
|
●
|
inability to source feedstock for the Bakersfield Biorefinery, including Camelina, in sufficient quantities and/or at economically attractive prices;
|
●
|
failure to manage third-party Camelina cultivation operations at the expected costs and in the projected time frame;
|
●
|
inability to enroll a sufficient number of third party farmers to grow Camelina our behalf in order to fulfill our forecasted Camelina feedstock requirements;
|
●
|
failure of our proprietary Camelina varieties to produce the amount and quality of grain as expected;
|
●
|
changes in existing and future governmental laws and regulations affecting the energy markets in general, and the renewable energy markets in particular;
|
●
|
changes in general economic, political and business conditions in the U.S., particularly those that affect the energy and renewable fuels markets;
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●
|
increases in operating costs, including the need for additional or unexpected capital improvements, labor costs transportation, processing and storage costs, insurance premiums, general taxes, real estate taxes and utilities, environmental regulation compliance costs, and other costs affecting our profit margins;
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●
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public health crises, such as the novel coronavirus outbreak that began in early 2020, which could impact global economic conditions; or
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●
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inability, or failure, of any customer or contract counterparty to perform their contractual obligations to us.
|
-35- |
●
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design and engineer the Bakersfield Biorefinery to operate in accordance with specifications;
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●
|
engage and retain third-party subcontractors and procure equipment and supplies;
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●
|
respond to difficulties such as equipment failure, delivery delays, schedule changes and failure to perform by subcontractors, some of which are beyond their control;
|
●
|
attract, develop and retain skilled personnel, including engineers;
|
●
|
post required construction bonds and comply with the terms thereof;
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●
|
manage the construction process generally, including coordinating with other contractors and regulatory agencies; and
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●
|
maintain their own financial condition, including adequate insurance coverage and working capital.
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●
|
a significant decline in demand for our products due to market disruptions, resulting in a decline in sales and prices;
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●
|
limitations of feedstocks, price volatility, or disruptions to our suppliers’ operations;
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●
|
the interruption of our distribution system, or temporary or long-term disruption in our supply chains, or delays in the delivery of our products;
|
●
|
suspension of renewable fuel and/or low carbon fuel policies;
|
●
|
limitations on our ability to operate our business as a result of federal, state or local regulations, including any changes to the designation of our business as “essential” by the US Department of Homeland Security;
|
●
|
decreases in the demand for and price of Renewable Identification Numbers (“RINs”) and low carbon fuel standard (LCFS) credits as a result of reduced demand for petroleum-based gasoline and diesel fuel; and
|
●
|
Our management of the impact of COVID-19 has and will continue to require significant investment of time and may cause us to divert or delay the application of its resources toward other or new initiatives or investments, which may cause a material adverse impact on the results of operations.
|
-36- |
●
|
difficulty in integrating the operations and retaining of personnel of any acquired company, business or facility;
|
●
|
difficulty in effectively integrating the acquired technologies, products or services with our current technologies, products or services;
|
●
|
demands on management related to the increase in our size after an acquisition and integration of the acquired business and personnel;
|
●
|
failure to achieve expected synergies and costs savings;
|
●
|
difficulties in the integration of departments, systems, including accounting systems, technologies, books and records and procedures, as well as in maintaining uniform standards and controls, including internal control over financial reporting, and related procedures and policies;
|
●
|
the incurrence of acquisition-related costs or amortization costs for acquired intangible assets that could impact our operating results;
|
●
|
the need to fund significant working capital requirements of any acquired production facilities or businesses;
|
●
|
potential failure of the due diligence processes to identify significant problems, liabilities or other shortcomings or challenges of an acquired company or technology, including but not limited to, issues with the acquired company’s intellectual property, product quality, environmental liabilities, data back-up and security, revenue recognition or other accounting practices, employee, customer or partner issues, or legal, tax and financial contingencies;
|
●
|
exposure to litigation or other claims in connection with, or inheritance of claims or litigation risk as a result of, an acquisition, including but not limited to, claims from terminated employees, customers, former stockholders or other third parties; and
|
●
|
the incurrence of significant exit charges if products or services acquired in business combinations are unsuccessful.
|
●
|
challenges caused by distance, language, cultural differences, political economic and social instability, and the assimilation of broad and geographically dispersed personnel and operations;
|
●
|
difficulties in protecting and enforcing our intellectual property rights abroad;
|
●
|
the inability to extend proprietary rights in our technology into new jurisdictions;
|
●
|
currency exchange rate fluctuations and foreign tax consequences;
|
●
|
general economic and political conditions in foreign jurisdictions;
|
●
|
foreign exchange controls or U.S. tax laws in respect of repatriating income earned outside the United States;
|
●
|
compliance with the U.S.'s Foreign Corrupt Practices Act and other similar anti-bribery and anti-corruption regulations, and
|
●
|
higher costs associated with doing business internationally, such as those associated with complying with export, import regulations and trade and tariff restrictions.
|
-37- |
-38- |
●
|
has had, and may continue to have the effect of eroding investor confidence in us and our financial reporting and accounting practices and processes;
|
●
|
may negatively impact the trading price of our common stock;
|
●
|
may result in stockholder litigation;
|
-39- |
●
|
may make it more difficult, expensive and time consuming for us to raise capital, if necessary, on acceptable terms, if at all, pursue transactions or implement business strategies that might otherwise be beneficial to our business; and
|
●
|
may negatively impact our reputation with our future customers.
|
-40- |
-41- |
-42- |
-43- |
-44- |
-45- |
●
merge, consolidate or transfer all, or substantially all, of their assets;
|
●
incur additional debt;
|
●
make certain investments or acquisitions;
|
●
create liens on our subsidiaries’ assets;
|
●
sell assets;
|
●
alter the businesses our subsidiaries conduct;
|
●
make distributions; and
|
●
enter into transactions with our other affiliated entities.
|
-46- |
-47- |
●
|
to elect or defeat the election of our directors;
|
●
|
to amend or prevent amendment of our Certificate of Incorporation or By-laws;
|
●
|
to effect or prevent a merger, sale of assets or other corporate transaction; and
|
●
|
to control the outcome of any other matter submitted to our stockholders for vote.
|
-48- |
-49- |
Exhibit
|
|
|
Number
|
|
Description
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
101.INS
|
|
XBRL Instance Document.
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Schema.
|
|
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase.
|
|
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase.
|
|
|
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase.
|
|
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase.
|
|
|
|
104
|
|
Cover Page Interactive Data File formatted as Inline XBRL and included in Exhibit 101
|
-50- |
|
|
|
|
GLOBAL CLEAN ENERGY HOLDINGS, INC.
|
|
|
|
|
Date: August 16, 2021
|
By:
|
/s/ Richard Palmer
|
|
Richard Palmer
President and Chief Executive Officer
|
Date: August 16, 2021
|
By:
|
/s/ Ralph Goehring
|
|
Ralph Goehring
Chief Financial Officer
|
-51- |
1 Year Global Clean Energy (QB) Chart |
1 Month Global Clean Energy (QB) Chart |
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