UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

______________________

 

FORM 10-K/A
Amendment No. 2

______________________

 

 

ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal years ended December 31, 2016, 2017, 2018, and 2019

 

 

TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______ to ______

 

Commission file number: 000-12627

 

GLOBAL CLEAN ENERGY HOLDINGS, INC.

(Exact name of Small Business Issuer 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)

 

 

 

 

 

 

 

 

 

(310) 641-4234

 

 

 

 

Issuer’s telephone number:

 

 

 

Securities registered under Section 12(b) of the Act:

Title of Each Class

 

Trading Symbol

 

Name of Each Exchange on Which Registered

N/A

 

N/A

 

N/A

 

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, par value $0.001 per share

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes No

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes No

 

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 No


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 during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes No

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein and, will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or an emerging growth company. See definition 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 Act).

Yes No

 

As of June 30, 2019, the last business day of the Registrant’s most recently completed second fiscal quarter, the aggregate market value of the registrant’s voting and non-voting common equity held by non-affiliates (based on the closing sale price of the registrant’s Common Stock on the OTC:PK, and for the purpose of this computation only, on the assumption that all of the Registrant’s directors and officers and any 10% or greater stockholders are affiliates), was approximately $19,269,000.

 

The outstanding number of shares of common stock as of September 10, 2020 was 358,499,606.

 

Documents incorporated by reference: None

 

 


EXPLANATORY NOTE

The purpose of this Amendment No. 2 (this “Amendment”) to the annual report of Global Clean Energy Holdings, Inc. (the “Company”) on Form 10-K for the fiscal years ended December 31, 2016, 2017, 2018 and 2019, filed with the Securities and Exchange Commission (the “Commission”) on October 6, 2020, as amended on October 7, 2020 (collectively, the “Original Form 10-K”), is to amend the report of Hall & Company Certified Public Accountants (“Hall & Co.”) on the Company’s consolidated financial statements to include the signature of Hall & Co., which was unintentionally omitted from the Original Form 10-K. Such change does not affect Hall & Co.’s unqualified opinion on the Company’s financial statements included in the Original Form 10-K.  

In addition, a corrected consent of Hall & Co. (Exhibit 23.1) is filed herewith, which has been revised to include the date of Hall & Co.’s audit report and the date of the consent.

No other changes have been made to the Original Form 10-K.  This Amendment speaks as of the filing date of the Original Form 10-K, does not reflect events that may have occurred subsequent to the filing date, and does not modify or update in any way disclosures made in the Original Form 10-K, except as set forth above.  This Amendment should be read in conjunction with the Original Form 10-K and the Company’s other filings made with the Commission subsequent to the filing of the Original Form 10-K.

As required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended, new certifications by the Company’s Chief Executive Officer and Chief Financial Officer are also filed herewith as exhibits to this Amendment.



ITEM 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA 

 

Index to Financial Statements

 

 

 

Financial Statements:

 

Page

 

 

 

Report of Independent Registered Public Accounting Firm

 

F-1

Consolidated Balance Sheets as of December 31, 2019, 2018, 2017, 2016 and 2015

 

F-2

Consolidated Statements of Operations for the years ended December 31, 2019, 2018, 2017, 2016 and 2015

 

F-4

Consolidated Statements of Comprehensive Income for the years ended December 31, 2019, 2018, 2017, 2016 and 2015

 

F-6

Consolidated Statements of Changes in Equity (Deficit) for the years ended December 31, 2019, 2018, 2017, 2016 and 2015

 

F-7

Consolidated Statements of Cash Flows for the years ended December 31, 2019, 2018, 2017, 2016 and 2015

 

F-9

Notes to Consolidated Financial Statements

 

F-11



 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

Board of Directors and Shareholders

Global Clean Energy Holdings, Inc., and Subsidiaries

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Global Clean Energy Holdings, Inc., and Subsidiaries (collectively referred to as the “Company”) as of December 31, 2019, 2018, 2017, 2016 and 2015, and the related consolidated statements of operations, comprehensive income, changes in equity (deficit) and cash flows for each of the five years then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2019, 2018, 2017, 2016 and 2015, and the results of its operations and its cash flows for each of the five years then ended, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the entity’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ HALL & COMPANY

Hall & Company Certified Public Accountants, Inc.

We have served as the Company’s auditor since 2015.

Irvine, California

October 6, 2020


F-1


 

GLOBAL CLEAN ENERGY HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

 

 

 

As of December 31,

 

 

2019

 

2018

 

2017

 

ASSETS

 

 

 

 

 

 

 

CURRENT ASSETS

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

457,331

 

 

$

5,226,489

 

 

$

3,733

 

 

Accounts receivable

 

 

—  

 

 

 

—  

 

 

 

19,082

 

 

Inventory

 

 

22,942

 

 

 

22,941

 

 

 

22,942

 

 

Total Current Assets

 

 

480,273

 

 

 

5,249,430

 

 

 

45,757

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

PROPERTY AND EQUIPMENT, NET

 

 

—  

 

 

 

1,706

 

 

 

1,706

 

 

RIGHT-OF-USE ASSET

 

 

82,450

 

 

 

—  

 

 

 

—  

 

 

INTANGIBLE ASSETS, NET

 

 

2,501,592

 

 

 

2,746,818

 

 

 

2,992,045

 

 

DEBT ISSUANCE COSTS

 

 

500,000

 

 

 

—  

 

 

 

—  

 

 

PRE-ACQUISITION COSTS

 

 

2,588,441

 

 

 

—  

 

 

 

—  

 

 

DEPOSITS

 

 

3,253,253

 

 

 

5,253

 

 

 

5,253

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

TOTAL ASSETS

 

$

9,406,009

 

 

$

8,003,207

 

 

$

3,044,761

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' DEFICIT

 

 

 

 

 

 

 

 

 

 

 

 

 

CURRENT LIABILITIES

 

 

 

 

 

 

 

 

 

 

 

 

 

Accounts payable and accrued expenses

 

$

1,778,434

 

 

$

3,057,500

 

 

$

2,880,915

 

 

Accrued compensation and related liabilities

 

 

2,055,167

 

 

 

1,469,121

 

 

 

2,006,031

 

 

Accrued interest

 

 

1,734,527

 

 

 

1,372,413

 

 

 

1,049,888

 

 

Lease liabilities

 

 

82,882

 

 

 

—  

 

 

 

—  

 

 

Notes payable

 

 

1,369,856

 

 

 

1,369,856

 

 

 

1,369,856

 

 

Convertible notes payable

 

 

1,697,000

 

 

 

697,000

 

 

 

697,000

 

 

Derivative liability

 

 

24,767,000

 

 

 

11,917,000

 

 

 

—  

 

 

Total Current Liabilities

 

 

33,484,866

 

 

 

19,882,890

 

 

 

8,003,690

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

LONG-TERM LIABILITIES

 

 

 

 

 

 

 

 

 

 

 

 

 

Convertible notes payable

 

 

—  

 

 

 

1,000,000

 

 

 

—  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

TOTAL LIABILITIES

 

 

33,484,866

 

 

 

20,882,890

 

 

 

8,003,690

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

STOCKHOLDERS' DEFICIT

 

 

 

 

 

 

 

 

 

 

 

 

 

Preferred stock - $0.001 par value; 50,000,000 shares authorized Series B, convertible; 13,000 shares issued and outstanding (aggregate liquidation preference of $1,300,000)

 

 

13

 

 

 

13

 

 

 

13

 

 

Common stock, $0.001 par value; 500,000,000 shares authorized; 344,029,434, 341,529,434, and 341,529,434 shares issued and outstanding, respectively

 

 

344,029

 

 

 

341,529

 

 

 

341,529

 

 

Additional paid-in capital

 

 

31,259,365

 

 

 

30,669,220

 

 

 

30,599,931

 

 

Accumulated deficit

 

 

(55,682,264

)

 

 

(43,890,445

)

 

 

(35,900,402

)

 

Total Stockholders' Deficit

 

 

(24,078,857

)

 

 

(12,879,683

)

 

 

(4,958,929

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT

 

$

9,406,009

 

 

$

8,003,207

 

 

$

3,044,761

 

 

 

The accompanying notes are an integral part of these financial statements


F-2


 

GLOBAL CLEAN ENERGY HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

 

 

 

As of December 31,

 

 

2016

 

2015

ASSETS

 

 

 

 

CURRENT ASSETS

 

 

 

 

Cash and cash equivalents

 

$

22,164

 

 

$

34,704

 

Accounts receivable

 

 

112,254

 

 

 

10,160

 

Inventory

 

 

22,942

 

 

 

26,544

 

Other current assets

 

 

—  

 

 

 

36,846

 

Current asset, of discontinued operations

 

 

—  

 

 

 

218,015

 

Total Current Assets

 

 

157,360

 

 

 

326,269

 

 

 

 

 

 

 

 

 

 

PROPERTY AND EQUIPMENT, NET

 

 

2,170

 

 

 

7,868

 

RIGHT-OF-USE ASSET

 

 

—  

 

 

 

—  

 

INTANGIBLE ASSETS, NET

 

 

3,237,272

 

 

 

3,482,498

 

OTHER NONCURRENT ASSETS

 

 

5,254

 

 

 

2,626

 

 

 

 

 

 

 

 

 

 

TOTAL ASSETS

 

$

3,402,056

 

 

$

3,819,261

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' DEFICIT

 

 

 

 

 

 

 

 

CURRENT LIABILITIES

 

 

 

 

 

 

 

 

Accounts payable and accrued expenses

 

$

2,805,689

 

 

$

3,041,612

 

Accrued compensation and related liabilities

 

 

1,598,254

 

 

 

1,380,155

 

Accrued interest

 

 

737,774

 

 

 

455,029

 

Notes Payable

 

 

1,369,856

 

 

 

1,369,856

 

Convertible notes payable

 

 

697,000

 

 

 

697,000

 

Derivative liability

 

 

—  

 

 

 

106,000

 

Total Current Liabilities

 

 

7,208,573

 

 

 

7,049,652

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

STOCKHOLDERS' DEFICIT

 

 

 

 

 

 

 

 

Preferred stock, $0.001 par value; 50,000,000 shares authorized; Series B, convertible; 13,000 shares issued and outstanding (aggregate liquidation preference of $1,300,000)

 

 

13

 

 

 

13

 

Common stock, $0.001 par value; 500,000,000 shares authorized; 341,529,434, and 341,529,434 shares issued and outstanding, respectively

 

 

341,529

 

 

 

341,529

 

Additional paid-in capital

 

 

30,564,371

 

 

 

30,533,060

 

Accumulated deficit

 

 

(34,712,430

)

 

 

(34,210,969

)

Accumulated other comprehensive income

 

 

—  

 

 

 

105,976

 

Total Stockholders' Deficit

 

 

(3,806,517

)

 

 

(3,230,391

)

 

 

 

 

 

 

 

 

 

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT

 

$

3,402,056

 

 

$

3,819,261

 

 

The accompanying notes are an integral part of these financial statements

 


F-3


 

GLOBAL CLEAN ENERGY HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

 

 

 

Years Ended December 31,

 

 

2019

 

2018

 

2017

 

 

 

 

 

 

 

REVENUE

 

$

—  

 

 

$

—  

 

 

$

369,702

 

 

 

 

 

 

 

 

 

 

 

 

 

 

OPERATING EXPENSES

 

 

 

 

 

 

 

 

 

 

 

 

General and Administrative

 

 

3,061,580

 

 

 

1,282,037

 

 

 

1,012,614

 

Amortization of intangible assets

 

 

245,226

 

 

 

245,226

 

 

 

245,226

 

Preliminary stage acquisition costs

 

 

1,625,834

 

 

 

529,454

 

 

 

—  

 

Total Operating Expenses

 

 

4,932,640

 

 

 

2,056,717

 

 

 

1,257,840

 

 

 

 

 

 

 

 

 

 

 

 

 

 

OPERATING LOSS

 

 

(4,932,640

)

 

 

(2,056,717

)

 

 

(888,138

)

 

 

 

 

 

 

 

 

 

 

 

 

 

OTHER INCOME (EXPENSE)

 

 

 

 

 

 

 

 

 

 

 

 

Other income (expense), net

 

 

—  

 

 

 

425,000

 

 

 

12,279

 

Interest expense, net

 

 

(439,479

)

 

 

(441,326

)

 

 

(312,113

)

Gain on settlement of liabilities

 

 

2,430,300

 

 

 

—  

 

 

 

—  

 

Change in fair value derivative and finance charges related to derivative liability

 

 

(8,850,000

)

 

 

(5,917,000

)

 

 

—  

 

Other Income (Expense), Net

 

 

(6,859,179

)

 

 

(5,933,326

)

 

 

(299,834

)

 

 

 

 

 

 

 

 

 

 

 

 

 

NET LOSS

 

$

(11,791,819

)

 

$

(7,990,043

)

 

$

(1,187,972

)

 

 

 

 

 

 

 

 

 

 

 

 

 

BASIC AND DILUTED LOSS PER COMMON SHARE:

 

 

 

 

 

 

 

 

 

 

 

 

Net loss per common share

 

$

(0.03

)

 

$

(0.02

)

 

$

(0.00

)

 

 

 

 

 

 

 

 

 

 

 

 

 

BASIC AND DILUTED WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING

 

 

342,789,708

 

 

 

341,529,434

 

 

 

341,529,434

 

 

The accompanying notes are an integral part of these financial statements

 


F-4


 

GLOBAL CLEAN ENERGY HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

 

 

 

Years Ended December 31,

 

 

2016

 

2015

 

 

 

 

 

 

 

 

 

 

REVENUE

 

$

656,500

 

 

$

537,807

 

 

 

 

 

 

 

 

 

 

OPERATING EXPENSES

 

 

 

 

 

 

 

 

General and Administrative

 

 

1,587,966

 

 

 

1,707,496

 

Other operating

 

 

3,825

 

 

 

438,367

 

Total Operating Expenses

 

 

1,591,791

 

 

 

2,145,863

 

 

 

 

 

 

 

 

 

 

OPERATING LOSS

 

 

(935,291

)

 

 

(1,608,056

)

 

 

 

 

 

 

 

 

 

OTHER INCOME (EXPENSE)

 

 

 

 

 

 

 

 

Other Income (Expense), Net

 

 

72,704

 

 

 

10

 

Interest expense, net

 

 

(283,049

)

 

 

(334,618

)

Gain on settlement of liabilities

 

 

537,612

 

 

 

376,157

 

Change in fair value derivative

 

 

—  

 

 

 

(6,500

)

Foreign currency transaction gain (loss)

 

 

106,563

 

 

 

(405

)

Total Other Income (Expense)

 

 

433,830

 

 

 

34,644

 

 

 

 

 

 

 

 

 

 

LOSS FROM CONTINUING OPERATIONS

 

 

(501,461

)

 

 

(1,573,412

)

 

 

 

 

 

 

 

 

 

LOSS FROM DISCONTINUED OPERATIONS

 

 

—  

 

 

 

(7,444,940

)

 

 

 

 

 

 

 

 

 

NET LOSS

 

$

(501,461

)

 

$

(9,018,352

)

 

 

 

 

 

 

 

 

 

BASIC AND DILUTED LOSS PER COMMON SHARE:

 

 

 

 

 

 

 

 

Net loss per common share

 

$

(0.00

)

 

$

(0.00

)

 

 

 

 

 

 

 

 

 

BASIC AND DILUTED WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING

 

 

341,529,434

 

 

 

341,529,434

 

 

The accompanying notes are an integral part of these financial statements


F-5


 

GLOBAL CLEAN ENERGY HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

 

 

 

For the Years Ended December 31,

 

 

2019

 

2018

 

2017

 

2016

 

2015

 

 

 

 

 

 

 

 

 

 

 

 Net loss

 

$

(11,791,819

)

 

$

(7,990,043

)

 

$

(1,187,972

)

 

$

(501,461

)

 

$

(9,018,352

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 Other comprehensive (Loss)

 

 

—  

 

 

 

—  

 

 

 

—  

 

 

 

—  

 

 

 

—  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign currency translation adjustment

 

 

—  

 

 

 

—  

 

 

 

—  

 

 

 

—  

 

 

 

(1,150,651

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Reclassification adjustment for accumulated foreign currency translation included in earnings

 

 

—  

 

 

 

—  

 

 

 

—  

 

 

 

(105,976

)

 

 

—  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(11,791,819

)

 

 

(7,990,043

)

 

 

(1,187,972

)

 

 

(607,437

)

 

 

(10,169,003

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Add: net loss attributable to noncontrolling interest

 

 

—  

 

 

 

—  

 

 

 

—  

 

 

 

—  

 

 

 

7,444,940

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Add: other comprehensive income loss attributable to controlling interest

 

 

—  

 

 

 

—  

 

 

 

—  

 

 

 

—  

 

 

 

(2,368,241

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

(11,791,819

)

 

$

(7,990,043

)

 

$

(1,187,972

)

 

$

(607,437

)

 

$

(5,092,304

)

 

The accompanying notes are an integral part of these financial statements

 


F-6


GLOBAL CLEAN ENERGY HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (DEFICIT)

For the Years Ended December 31, 2019, 2018, 2017, and 2016

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated

 

 

 

 

 

 

 

 

 

 

 

 

Additional

 

 

 

Other

 

 

 

 

Series B

 

Common Stock

 

Paid in

 

Accumulated

 

Comprehensive

 

 

 

 

Shares

 

Amount

 

Shares

 

Amount

 

Capital

 

Deficit

 

Income

 

Total

Balance at December 31, 2015

 

 

13,000

 

 

$

13

 

 

 

341,529,434

 

 

$

341,529

 

 

$

30,533,060

 

 

$

(34,210,969

)

 

$

105,976

 

 

$

(3,230,391

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Share-based compensation from issuance of options and compensation-based warrants

 

 

—  

 

 

 

—  

 

 

 

—  

 

 

 

—  

 

 

$

31,311

 

 

 

—  

 

 

 

—  

 

 

 

31,311

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss for the year ended December 31, 2016

 

 

—  

 

 

 

—  

 

 

 

—  

 

 

 

—  

 

 

 

—  

 

 

 

(501,461

)

 

 

—  

 

 

 

(501,461

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other Comprehensive Income:

 

 

—  

 

 

 

—  

 

 

 

—  

 

 

 

—  

 

 

 

—  

 

 

 

—  

 

 

 

—  

 

 

 

—  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Reclassification adjustment of foreign currency translation adjustment

 

 

—  

 

 

 

—  

 

 

 

—  

 

 

 

—  

 

 

 

—  

 

 

 

—  

 

 

 

(105,976

)

 

 

(105,976

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at December 31, 2016

 

 

13,000

 

 

 

13

 

 

 

341,529,434

 

 

 

341,529

 

 

 

30,564,371

 

 

 

(34,712,430

)

 

 

—  

 

 

 

(3,806,517

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Share-based compensation from issuance of options and compensation-based warrants

 

 

—  

 

 

 

—  

 

 

 

—  

 

 

 

—  

 

 

$

35,560

 

 

 

—  

 

 

 

—  

 

 

 

35,560

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss for the year ended December 31, 2017

 

 

—  

 

 

 

—  

 

 

 

—  

 

 

 

—  

 

 

 

—  

 

 

 

(1,187,972

)

 

 

—  

 

 

 

(1,187,972

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at December 31, 2017

 

 

13,000

 

 

 

13

 

 

 

341,529,434

 

 

 

341,529

 

 

 

30,599,931

 

 

 

(35,900,402

)

 

 

—  

 

 

 

(4,958,929

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Share-based compensation from issuance of options and compensation-based warrants

 

 

—  

 

 

 

—  

 

 

 

—  

 

 

 

—  

 

 

$

69,289

 

 

 

—  

 

 

 

—  

 

 

 

69,289

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss for the year ended December 31, 2018

 

 

—  

 

 

 

—  

 

 

 

—  

 

 

 

—  

 

 

 

—  

 

 

 

(7,990,043

)

 

 

—  

 

 

 

(7,990,043

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at December 31, 2018

 

 

13,000

 

 

 

13

 

 

 

341,529,434

 

 

 

341,529

 

 

 

30,669,220

 

 

 

(43,890,445

)

 

 

—  

 

 

 

(12,879,683

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Share-based compensation from issuance of options and compensation-based warrants

 

 

—  

 

 

 

—  

 

 

 

—  

 

 

 

—  

 

 

$

577,645

 

 

 

—  

 

 

 

—  

 

 

 

577,645

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exercise of stock options

 

 

—  

 

 

 

—  

 

 

 

2,500,000

 

 

$

2,500

 

 

$

12,500

 

 

 

—  

 

 

 

—  

 

 

 

15,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss for the year ended December 31, 2019

 

 

—  

 

 

 

—  

 

 

 

—  

 

 

 

—  

 

 

 

—  

 

 

 

(11,791,819

)

 

 

—  

 

 

 

(11,791,819

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at December 31, 2019

 

 

13,000

 

 

$

13

 

 

 

344,029,434

 

 

$

344,029

 

 

$

31,259,365

 

 

$

(55,682,264

)

 

$

—  

 

 

$

(24,078,857

)

 

The accompanying notes are an integral part of these financial statements

 


F-7


GLOBAL CLEAN ENERGY HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (DEFICIT)

For the Year Ended December 31, 2015

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Additional

 

 

 

Other

 

Non-

 

 

 

 

Series B

 

Common Stock

 

Paid in

 

Accumulated

 

Comprehensive

 

Controlling

 

 

 

 

Shares

 

Amount

 

Shares

 

Amount

 

Capital

 

Deficit

 

Income

 

Interest

 

Total

Balance at December 31, 2014

 

 

13,000

 

 

$

13

 

 

 

339,311,434

 

 

$

339,311

 

 

$

25,657,053

 

 

$

(28,946,103

)

 

$

(66,586

)

 

$

(5,204,123

)

 

$

(8,220,435

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Contributions from noncontrolling interests

 

 

—  

 

 

 

—  

 

 

 

—  

 

 

 

—  

 

 

 

—  

 

 

 

—  

 

 

 

—  

 

 

 

429,743

 

 

 

429,743

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Distribution to noncontrolling interest

 

 

—  

 

 

 

—  

 

 

 

—  

 

 

 

—  

 

 

 

—  

 

 

 

—  

 

 

 

—  

 

 

 

(250,000

)

 

 

(250,000

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Issuance of common stock for services

 

 

—  

 

 

 

—  

 

 

 

2,218,000

 

 

$

2,218

 

 

$

8,872

 

 

 

—  

 

 

 

—  

 

 

 

—  

 

 

 

11,090

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Share-based compensation from issuance of options and compensation-based warrants

 

 

—  

 

 

 

—  

 

 

 

—  

 

 

 

—  

 

 

$

133,172

 

 

 

—  

 

 

 

—  

 

 

 

—  

 

 

 

133,172

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accrual of preferential return for the noncontrolling interests

 

 

—  

 

 

 

—  

 

 

 

—  

 

 

 

—  

 

 

 

—  

 

 

 

—  

 

 

 

—  

 

 

 

(2,039,224

)

 

 

(2,039,224

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Write off of accrued interest and preferred return forgiven by partner

 

 

—  

 

 

 

—  

 

 

 

—  

 

 

 

—  

 

 

$

4,733,963

 

 

 

—  

 

 

 

—  

 

 

 

12,140,304

 

 

 

16,874,267

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign currency translation loss

 

 

—  

 

 

 

—  

 

 

 

—  

 

 

 

—  

 

 

 

—  

 

 

 

(3,691,454

)

 

 

172,562

 

 

 

2,368,240

 

 

 

(1,150,652

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss for the year ended December 31, 2015

 

 

—  

 

 

 

—  

 

 

 

—  

 

 

 

—  

 

 

 

—  

 

 

 

(1,573,412

)

 

 

—  

 

 

 

(7,444,940

)

 

 

(9,018,352

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at December 31, 2015

 

 

13,000

 

 

$

13

 

 

 

341,529,434

 

 

$

341,529

 

 

$

30,533,060

 

 

$

(34,210,969

)

 

$

105,976

 

 

$

—  

 

 

$

(3,230,391

)

 

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

 


F-8


 

GLOBAL CLEAN ENERGY HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

 

 

 

For the Year Ended December 31,

 

 

2019

 

2018

 

2017

Operating Activities:

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

$

(11,791,819

)

 

$

(7,990,043

)

 

$

(1,187,972

)

Adjustments to reconcile net loss to net cash used in operating activities:

 

 

 

 

 

 

 

 

 

 

 

 

Gain on settlement of liabilities

 

 

(2,430,300

)

 

 

—  

 

 

 

—  

 

Share-based compensation

 

 

577,645

 

 

 

69,289

 

 

 

35,560

 

Depreciation and amortization

 

 

246,932

 

 

 

245,227

 

 

 

245,691

 

Change in fair value of derivative liability

 

 

8,850,000

 

 

 

5,917,000

 

 

 

—  

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

Accounts receivable

 

 

—  

 

 

 

19,083

 

 

 

93,172

 

Inventory

 

 

 

 

 

 

 

 

 

 

 

 

Accounts payable and accrued expenses

 

 

1,151,234

 

 

 

176,585

 

 

 

75,227

 

Accrued compensation and related liabilities

 

 

586,046

 

 

 

463,090

 

 

 

407,777

 

Interest payable

 

 

362,114

 

 

 

322,525

 

 

 

312,114

 

Other Operating Activities

 

 

431

 

 

 

—  

 

 

 

—  

 

Net Cash Used in Operating Activities

 

 

(2,447,717

)

 

 

(777,244

)

 

 

(18,431

)

Investing Activities:

 

 

 

 

 

 

 

 

 

 

 

 

Pre-acquisition costs and deposit on refinery acquisition

 

 

(5,836,,441

)

 

 

—  

 

 

 

—  

 

Net Cash Used in Investing Activities

 

 

(5,836,441

)

 

 

—  

 

 

 

—  

 

Financing Activities:

 

 

 

 

 

 

 

 

 

 

 

 

Proceeds received from derivative forward contract

 

 

4,000,000

 

 

 

6,000,000

 

 

 

 

 

Proceeds received from exercise of stock options

 

 

15,000

 

 

 

 

 

 

 

 

 

Debt issuance costs

 

 

(500,000

)

 

 

—  

 

 

 

—  

 

Net Cash Provided by Financing Activities

 

 

3,515,000

 

 

 

6,000,000

 

 

 

—  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Change in Cash and Cash Equivalents

 

 

(4,769,158

)

 

 

5,222,756

 

 

 

(18,431

)

Cash and Cash Equivalents at Beginning of Period

 

 

5,226,489

 

 

 

3,733

 

 

 

22,164

 

Cash and Cash Equivalents at End of Period

 

$

457,331

 

 

$

5,226,489

 

 

$

3,733

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Supplemental Disclosures of Cash Flow Information

 

 

 

 

 

 

 

 

 

 

 

 

Cash Paid for Interest

 

$

—  

 

 

$

—  

 

 

$

—  

 

Cash Paid for Income Tax

 

$

—  

 

 

$

—  

 

 

$

—  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-cash Financing Activities:

 

 

 

 

 

 

 

 

 

 

 

 

During 2018, the Company converted $1,000,000 of accrued compensation owed to its Chief Executive Officer into a note payable.

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 


F-9


 

GLOBAL CLEAN ENERGY HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

 

 

 

For the Year Ended December 31,

 

 

2016

 

2015

Operating Activities:

 

 

 

 

 

 

 

 

Net loss

 

$

(501,461

)

 

$

(9,018,352

)

Net loss from discontinued operations

 

 

 

 

 

 

(7,444,940

)

Net loss from continuing operations

 

 

(510,461

)

 

 

(1,573,412

)

 

 

 

 

 

 

 

 

 

Adjustments to reconcile net loss to net cash used in operating activities:

 

 

 

 

 

 

 

 

Foreign currency transaction gain

 

 

(105,976

)

 

 

28

 

Gain on settlement of liabilities

 

 

(537,612

)

 

 

(376,157

)

Share-based compensation

 

 

31,311

 

 

 

133,172

 

Write-down of long-lived assets

 

 

—  

 

 

 

438,320

 

Change in fair value of derivative liability

 

 

(106,000

)

 

 

 

 

Depreciation and amortization

 

 

250,924

 

 

 

312,085

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

Accounts receivable

 

 

(102,094

)

 

 

1,012,977

 

Inventory

 

 

3,602

 

 

 

1,239

 

Other current assets

 

 

36,846

 

 

 

(15,665

)

Accounts payable and accrued expenses

 

 

45,937

 

 

 

341,741

 

Accrued compensation and related liabilities

 

 

473,851

 

 

 

—  

 

Interest payable

 

 

282,745

 

 

 

—  

 

Other Operating Activities

 

 

 

 

 

 

 

 

Other noncurrent assets

 

 

(5,254

)

 

 

5,760

 

Net Cash Used in Operating Activities

 

 

(233,181

)

 

 

280,088

 

Cash Flows of discontinued operations:

 

 

 

 

 

 

 

 

Operating cash flows

 

 

220,641

 

 

 

(1,910,841

)

Investing cash flows

 

 

—  

 

 

 

6,416,913

 

Financing cash flows (including cash at year-end)

 

 

—  

 

 

 

(4,907,060

)

Net Cash flows from discontinued operations

 

 

220,641

 

 

 

(400,988

)

 

 

 

 

 

 

 

 

 

Effect of exchange rate changes on cash

 

 

—  

 

 

 

(35,940

)

 

 

 

 

 

 

 

 

 

Net Change in Cash and Cash Equivalents

 

 

(12,540

)

 

 

(156,840

)

Cash and Cash Equivalents at Beginning of Period

 

 

34,704

 

 

 

191,544

 

Cash and Cash Equivalents at End of Period

 

$

22,164

 

 

$

34,704

 

 

 

 

 

 

 

 

 

 

Supplemental Disclosures of Cash Flow Information

 

 

 

 

 

 

 

 

Cash Paid for Interest

 

$

—  

 

 

$

—  

 

Cash Paid for Income Tax

 

$

—  

 

 

$

—  

 

 

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

 


F-10


 

GLOBAL CLEAN ENERGY HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE A — ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

 

Description of Business

 

Global Clean Energy Holdings, Inc., a Delaware corporation, and its wholly owned subsidiaries (collectively, the “Company”) is a U.S.-based integrated agricultural-energy biofuels company, and together with its subsidiaries holds assets across feedstocks and plant genetics, agronomics, cultivation, and regulatory approvals, commercialization, and downstream biorefining and storage. The Company is focused on the development and refining of non-food based bio-feedstocks and has a proprietary investment in Camelina sativa (“Camelina”), a fast growing, low input and ultra-low carbon intensity crop used as a feedstock for renewable fuels. The Company currently holds the Camelina assets (including all related intellectual property related rights and approvals) and operates its Camelina business through a subsidiary, Sustainable Oils Inc., a Delaware corporation.

 

In 2018 and 2019 the Company pursued the acquisition of a crude oil refinery in Bakersfield, California with the objective of retrofitting it to produce renewable diesel from Camelina and other non-food feedstocks. Subsequent to year end 2019, the Company completed the acquisition of the targeted refinery. The retrofitting of the refinery is expected to be completed in the first quarter of 2022. The Company has entered into a product offtake agreement with a major oil company for the majority of the renewable diesel that it will produce. See Note B which describes the agreement in more detail.

 

Basis of Presentation

 

The accompanying consolidated financial statements include the accounts of Global Clean Energy Holdings, Inc., and its wholly owned subsidiaries, and have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). Intercompany accounts and transactions have been eliminated. In the opinion of the Company’s management, the consolidated financial statements reflect all adjustments, which are normal and recurring in nature, necessary for fair financial statement presentation.

 

Cash and Cash Equivalents; Concentration of Credit Risk

 

For purposes of the statement of cash flows, the Company had no cash and cash equivalents in excess of federally-insured limits. The Company considers all highly liquid debt instruments maturing in three months or less to be cash equivalents. The Company has maintained its cash balances at what management considers to be high credit-quality financial institutions.

 

Accounts and Other Receivables

 

Trade receivables are recorded at net realizable value. The allowance for doubtful accounts reflects the Company’s best estimate of probable losses inherent in the accounts receivable balance. The Company determines the allowance based on known troubled accounts, historical experience, and other currently available evidence. The Company reviews its allowance for doubtful accounts quarterly. Past due balances over 90 days and over a specified amount are reviewed individually for collectability. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote.

 


F-11


 

GLOBAL CLEAN ENERGY HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE A — ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 

Property and Equipment

 

Property and equipment are stated at cost. Depreciation of office equipment is computed using the straight-line method over estimated useful lives of 3 to 5 years. Field equipment is depreciated using the straight-line method over estimated useful lives of 5 to 15 years. Normal maintenance and repair items are charged to operating costs and are expensed as incurred. The cost and accumulated depreciation of property and equipment sold or otherwise retired are removed from the accounts and gain or loss on disposition is reflected in results of operations.

 

Long-Lived Assets

 

In accordance with U.S. GAAP 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.

 

Pre-Acquisition Costs

 

The Company capitalizes its pre-acquisition costs once management determines that it is probable that the project will occur. Probability is determined based on i) management, having the requisite authority, has implicitly or explicitly authorized and committed to funding the acquisition or construction of a specific asset, ii) the financial resources are available consistent with such authorization, and iii) the ability exists to meet the necessary local and other governmental regulations. Cost capitalization occurs when the acquisition is probable. We capitalize those costs that are directly identifiable with the specific property and those costs that would be capitalized if the property were already acquired. We expense general and administrative and overhead costs and costs, including payroll, that would be considered support functions. In 2019, we capitalized $2.6 million of these costs which included financing costs, legal costs, pre-engineering costs and other contractual costs and expenses directly related to the purchase of the Bakersfield refinery in May 2020. In addition, we paid $3.2 million of deposits for the acquisition of the property.

 

Debt Issuance Costs

 

During 2018, we signed a letter of intent to acquire our Bakersfield Refinery. The acquisition of the refinery and the related $365 million of financing to retrofit it closed in May 2020. During 2019, we incurred $0.5 million of costs related to obtaining financing for the Bakersfield Refinery. These debt issuance costs have been deferred and recorded on the balance sheet and will be amortized over the term of the financing. See Note J in Subsequent Events for more detail on the financing.

 

Derecognition of Liabilities

 

The Company reviews its liabilities, including but not limited to, accounts payable, notes payable, accrued expenses, accrued liabilities and other legal obligations for a determination of the legal enforcement or settlement of an obligation. Upon conclusive evidence that an obligation may be extinguished, has expired, is discharged, cancelled or otherwise no longer legally exists, then the Company will derecognize the respective liability on its balance sheet.

 


F-12


 

GLOBAL CLEAN ENERGY HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE A — ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 

Income Taxes

 

The Company utilizes the liability method of accounting for income taxes. Under the liability method, deferred tax assets and liabilities are determined based on differences between financial reporting and tax bases of assets and liabilities and the carryforward of operating losses and tax credits, and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. A valuation allowance against deferred tax assets is recorded when it is more likely than not that such tax benefits will not be realized. Assets and liabilities are established for uncertain tax positions taken or positions expected to be taken in income tax returns when such positions are judged to not meet the “more-likely-than-not” threshold based on the technical merits of the positions. Estimated interest and penalties related to uncertain tax positions are included as a component of general and administrative expense.

 

Revenue Recognition

 

On January 1, 2018, the Company adopted ASU 2014-09 Revenue from Contracts with Customers and all subsequent amendments to the ASU (collectively, “ASC 606”). ASC 606 creates a single framework for recognizing revenue from contracts with customers that fall within its scope. Under ASC 606 revenue is recognized using the five-step model, including (1) identify the contract with the customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract, and (5) recognize revenue. However, the Company has not recognized any revenue since the adoption of ASC 606. Based upon the Company’s Product Offtake Agreement (see Note B), the Company expects to recognize revenue from the sale of biofuel beginning in 2022.

 

Prior to the adoption of ASC 606, the Company would recognize revenue when all of the following criteria were met: persuasive evidence of an arrangement exists; delivery occurred or services had been rendered; the seller's price to the buyer is fixed or determinable; collectability was reasonably assured; and title and the risks and rewards of ownership have transferred to the buyer. The Company’s revenues during 2015 – 2017 primarily consisted of contract advisory services, which included development and management services to other companies regarding their bio-fuels and/or feedstock development operations, on a fee for services basis. The advisory services revenue was recognized upon completion of the work in accordance with each advisory contract.

 

Research and Development

 

Research and development costs are charged to operating expenses when incurred.

 

Fair Value Measurements and Fair Value of Financial Instruments

 

The carrying amounts of the Company’s financial instruments that are not reported at fair value in the accompanying consolidated balance sheets, including cash and cash equivalents, accounts receivable, accounts payable, and accrued liabilities approximate their carrying value due to their short-term nature. The Company’s derivative liability related to its derivative forward contract is reported at fair value.

 


F-13


 

GLOBAL CLEAN ENERGY HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE A — ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 

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.

 

During October 2018, the Company entered into a derivative forward contract that also included a call option. This contract was used as a source of financing, and the Company received $6 million at the inception of the contract from the counterparty. The notional amount of the forward contract related to gallons of the commodity, Ultra Low Sulfur Diesel. Under the terms of the contract the Company was obligated to pay the equivalent of the notional amount multiplied by the market price of Ultra Low Sulfur Diesel at the settlement dates; however, the call option of the contract capped the market price of Ultra Low Sulfur Diesel. At the inception of the contract the fair value of the derivative liability exceeded the $6 million received by the Company, and as a result, the Company recognized a financing cost of $9.1 million. During October 2019, the derivative forward contract was amended, and the Company received an additional $4 million and the notional amount and liability increased accordingly.

 

The derivative forward contract was amended again in April 2020. Under the amendment, the contract was replaced with a fixed payment obligation, whereby the Company agreed to pay the counterparty a total of $24.8 million, which included a payment of $4.5 million in June 2020, and six installment payments in 2022 totaling $20.3 million.

 

The fair value of the derivative forward contract is primarily based upon the notional amount and the forward strip market prices of Ultra Low Sulfur Diesel, and is reduced by the fair value of the call option. The forward strip market prices are observable. However, to determine the fair value of the call option, Company used the Black’s 76 option pricing model. As a result, the contract as a whole is included in the Level 3 of the fair value hierarchy.

 

The following presents changes in the derivative liability:

 

 

 

Year Ended

 

Quarter Ended

 

 

12/31/19

 

12/31/19

 

09/30/19

 

06/30/19

 

03/31/19

 

12/31/18

Beginning Balance

 

$

11,917,000

 

 

$

14,130,000

 

 

$

14,536,000

 

 

$

15,854,000

 

 

$

11,917,000

 

 

$

—  

 

New contract / contract additions

 

 

4,000,000

 

 

 

4,000,000

 

 

 

—  

 

 

 

—  

 

 

 

—  

 

 

 

15,114,000

 

(Gain) loss in fair value recognized in earnings

 

 

8,850,000

 

 

 

6,637,000

 

 

 

(406,000

)

 

 

(1,318,000

)

 

 

3,937,000

 

 

 

(3,197,000

)

 

 

$

24,767,000

 

 

$

24,767,000

 

 

$

14,130,000

 

 

$

14,536,000

 

 

$

15,854,000

 

 

$

11,917,000

 

 

During the quarter ended December 31, 2018, the Company recognized a charge in earnings of $5.9 million related to the derivative forward contract. This charge consisted of $9.1 million finance costs of the derivative, less a decrease in fair value of $3.2 million.

 


F-14


 

GLOBAL CLEAN ENERGY HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE A — ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 

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) those assumed in determining the valuation of common stock, warrants, and stock options, b) those assumed in determining the value of the derivative transactions, c) estimated useful lives of equipment and patent costs, and d) undiscounted future cash flows for purpose of evaluating possible impairment of long-term assets. It is at least reasonably possible that the significant estimates used will change within the next year.

 

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 and options 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 instruments are currently antidilutive and have been excluded from the calculations of diluted income or loss per share at December 31, 2016, 2017, 2018 and 2019, as follows:

 

 

 

December 31,

 

 

2019

 

2018

 

2017

 

2016

Convertible notes and accrued interest

 

 

98,794,390

 

 

 

93,657,637

 

 

 

26,156,533

 

 

 

24,266,533

 

Convertible preferred stock - Series B

 

 

11,818,181

 

 

 

11,818,181

 

 

 

11,818,181

 

 

 

11,818,181

 

Warrants

 

 

—  

 

 

 

—  

 

 

 

—  

 

 

 

3,083,332

 

Compensation-based stock options and warrants

 

 

199,027,315

 

 

 

137,427,315

 

 

 

52,586,692

 

 

 

84,782,003

 

 

Stock Based Compensation

 

The Company recognizes compensation expenses for stock-based awards expected to vest on a straight-line basis over the requisite service period of the award based on their grant date fair value. However, in the case of awards with accelerated vesting, the amount of compensation expense recognized at any date will be based upon the portion of the award that is vested at that date. The Company estimates the fair value of stock options using a Black-Scholes option pricing model which requires management to make estimates for certain assumptions regarding risk-free interest rate, expected life of options, expected volatility of stock and expected dividend yield of stock. For the fiscal years ended December 31, 2019, 2018, 2017 and 2016, charges related to stock-based compensation amounted to approximately $577,645, $68,289, $33,560 and $33,311, respectively. For the fiscal years ended December 31, 2019, 2018, 2017 and 2016, all stock-based compensation is classified in general and administrative expense.

 

Subsequent Events

 

The Company has evaluated subsequent events through October 6, 2020, the date these consolidated financial statements were issued. See Note J to these consolidated financial statements for a description of events occurring subsequent to December 31, 2019.

 


F-15


 

GLOBAL CLEAN ENERGY HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE A — ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 

Recently Issued Accounting Statements

 

Revenue Recognition

 

In May 2014, the FASB issued Accounting Standards Update ("ASU") No. 2014-09, Revenue from Contracts with Customers. This new standard replaces most of the existing revenue recognition guidance in U.S. GAAP permits the use of either the retrospective or cumulative effect transition method. The new standard, as amended, became effective in the first quarter of fiscal year 2018. The Company adopted the standard using the modified retrospective method. There was no effect for any adjustments to retained earnings (accumulated deficit) upon adoption of the standard on January 1, 2018.

 

Leasing

 

Effective January 1, 2019 the Company adopted the Financial Accounting Standards Board's ("FASB") Accounting Standards Update No. 2016-02, Leases (Topic 842) which superseded previous lease guidance ASC 840, Leases. Topic 842 is a new lease model that requires a company to recognize right-of-use (“ROU”) assets and lease liabilities on the balance sheet. The Company adopted the standard using the modified retrospective approach that does not require the restatement of prior year financial statements. The adoption of Topic 842 did not have a material impact on the Company’s consolidated income statement or consolidated cash flow statement. The adoption of Topic 842 resulted in the recognition of a ROU asset and corresponding lease liability of $112,000 as of January 1, 2019 for leases classified as operating leases.

 

Stock Compensation

 

In June 2018, the FASB issued ASU No. 2018-07 Improvements to Non-employee Share-based Payment Accounting ("ASU 2018-07"). ASU 2018-07 amends ASC 718, Compensation - Stock Compensation ("ASC 718"), with the intent of simplifying the accounting for share-based payments granted to non-employees for goods and services and aligning the accounting for share-based payments granted to non-employees with the accounting for share-based payments granted to employees. The Company adopted ASU 2018-07 on January 1, 2019 using the modified retrospective approach as required. ASU 2018-07 replaced ASC 505-50, Equity-Based Payments to Non-employees ("ASC 505-50") which was previously applied by the Company for warrants granted to consultants and nonemployees. The adoption of ASU 2018-07 did not have a material impact on the Company’s consolidated financial statements.

 


F-16


 

GLOBAL CLEAN ENERGY HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE B — BASIS OF PRESENTATION AND LIQUIDITY

 

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As shown in the accompanying consolidated financial statements, the Company incurred losses from continuing operations applicable to its common shareholders of $11.8 million, $8.0 million, $1.2 million, and $0.5 million, during the years ended December 31, 2019, 2018, 2017 and 2016, respectively, and has an accumulated deficit applicable to its common stockholders of $55.7 million, at December 31, 2019. The Company incurred operating losses of $4.9 million, $2.1 million, $0.9 million, and $0.9 million, during the years ended December 31, 2019, 2018, 2017 and 2016, respectively. At December 31, 2019, the Company had negative working capital of $33.0 million and a stockholders’ deficit of $24.5 million.

 

On May 4, 2020, a group of lenders agreed to provide a $300 million senior secured term loan facility to one of Global Clean Energy Holdings, Inc.’s subsidiaries to enable that subsidiary to acquire the equity interests of Bakersfield Renewable Fuels, LLC and to pay the costs of the retooling of the refinery owned by Bakersfield Renewable Fuels, LLC. Concurrently with the senior credit facility, a group of mezzanine lenders have agreed to provide a $65 million secured term loan facility to be used to pay the costs of repurposing and starting up the Bakersfield biorefinery. See, “Note J Subsequent Events.” Although the funds provided by the senior and mezzanine lenders may only be used for the Bakersfield refinery and servicing these debt obligations, since the Company shares facilities and personnel, Global Clean Energy Holdings, Inc. will realize a reduction in certain of its operating expenses. As of October 6, 2020, the Company believes that these cost savings, plus the Company’s other financial resources should be sufficient to fund the Company’s operations for the next eighteen months from the date that the accompanying financial statements were available to be issued.

 

In April of 2019, the Company executed a binding Product Offtake Agreement (the “Offtake Agreement”) with a major oil company (“Purchaser”) pursuant to which Purchaser has committed to purchase approximately 2.5 million barrels of renewable diesel annually from the Bakersfield Biorefinery, and the Company will be obligated to sell these quantities of renewable diesel to Purchaser. Purchaser’s obligation to purchase renewable diesel will last for a period of five years following the date that the Bakersfield Biorefinery commences operations. Purchaser has the option to extend the initial five-year term. Either party may terminate the Offtake Agreement if the Bakersfield Biorefinery does not meet certain production levels by certain milestone dates following the commencement of the Bakersfield Biorefinery’s operations.

 

NOTE C – PROPERTY AND EQUIPMENT

 

Property and equipment as of December 31, 2019, 2018, 2017, 2016 and 2015 are as follows:

 

 

 

 

2019

 

2018

 

2017

 

2016

 

2015

Field Equipment

 

$

—  

 

 

$

10,305

 

 

$

10,305

 

 

$

10,305

 

 

$

10,574

 

Office Equipment

 

 

61,078

 

 

 

61,601

 

 

 

61,601

 

 

 

61,601

 

 

 

64,729

 

Total Cost

 

 

61,078

 

 

 

71,906

 

 

 

71,906

 

 

 

71,906

 

 

 

75,303

 

Less accumulated depreciation

 

 

61,078

 

 

 

70,200

 

 

 

70,200

 

 

 

69,736

 

 

 

67,435

 

Property and equipment, net

 

$

—  

 

 

$

1,706

 

 

$

1,706

 

 

$

2,170

 

 

$

7,868

 

 

Depreciation expense for property and equipment was $0, $0, $464, $2,301 and $66,859 for the years ended December 31, 2019, 2018, 2017, 2016 and 2015 respectively.

 


F-17


 

GLOBAL CLEAN ENERGY HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE D - PATENT LICENSE FEES

 

Through a 2013 acquisition, the Company acquired certain patents, intellectual property and rights related to the development of Camelina as a biofuels feedstock, as a result of which it continues to incur costs related to patent license fees and patent applications for Camelina sativa plant improvements. These assets include three patents and the related intellectual property associated with these patents. These patents have an expected useful life of 17 years and are carried at cost less any accumulated amortization and any impairment losses. Amortization is calculated using the straight-line method over their remaining patent life. The termination of the patents are in 2029. Any future costs associated with the maintenance of these patents and patent and registration costs for any new patents that are essential to its business will be capitalized and amortized over the life of the patent once issued. The patent license assets as of the year ended December 31, 2019, 2018, 2017, 2016 and 2015 is shown in the following table:

 

 

 

December 31

 

 

2019

 

2018

 

2017

 

2016

 

2015

Patent license fees

 

$

4,187,902

 

 

$

4,186,289

 

 

$

4,168,841

 

 

$

4,168,841

 

 

$

4,168,841

 

Less accumulated amortization

 

 

(1,686,3107

)

 

 

(1,439,471

)

 

 

(1,176,796

)

 

 

(931,569

)

 

 

(686,343

)

Intangible Assets, Net

 

$

2,501,592

 

 

$

2,746,818

 

 

$

2,992,045

 

 

$

3,237,272

 

 

$

3,482,498

 

 

Amortization expense for intangible assets was approximately $245,000 for the years ended December 31, 2015, 2016, 2017, 2018 and 2019. The estimated amortization expense for the next five years is expected to be approximately $245,000 annually.

 

NOTE E –DEBT

 

Promissory Notes

 

Prior to 2016 the Company invested in and purchased various assets and is carrying a note, that is due upon demand, related to such assets in the principal amount of $1.3 million and an interest rate of 18% per annum.

 

Convertible Note Payable to Executive Officer

 

On October 16, 2018, Richard Palmer, the Company’s Chief Executive Officer and President, entered into a new employment agreement with the Company and concurrently agreed to defer $1 million of his accrues salary and bonus for two years. In order to evidence the foregoing deferral, the Company and Mr. Palmer entered into a $1 million convertible promissory note (the “Convertible Note”). The Convertible Note accrued simple interest on the outstanding principal balance of the note at the annual rate of five percent (5%) and matures and becomes due and payable on October 15, 2020. The Company accrued interest expense on this note in 2018 and 2019 of $10,411 and $50,000 respectively. As of year end 2018 and 2019 the Company had recorded accrued interest payable of $10,411 and $60,411. Under the Convertible Note, Mr. Palmer has the right, exercisable at any time until the Convertible Note is fully paid, to convert all or any portion of the outstanding principal balance and accrued and unpaid interest into shares of Common Stock at an exercise price of $0.0154 per share.

 

Convertible Notes Payable

 

The Company has several notes that are convertible into the Company or the Company’s subsidiaries shares at different prices: from $0.03 per share into the parent company’s stock and up to $1.48 per share into a subsidiary’s common stock. These notes are past due their original maturity date and they continue to accrue interest at varying rates, from 8% to 10%. On a combined basis, as of December 31, 2019 the principal amount of these notes is $0.7 million.

 

Settlement of Liabilities

 

In 2019 the Company derecognized $2.4 million of previously outstanding liabilities upon concluding that these were no further legal obligations. In 2016, the Company derecognized $0.5 million of liabilities based upon analysis of its accounts payable aging. These amounts are included in gain on settlement of liabilities in the accompanying statement of operations.

 


F-18


 

GLOBAL CLEAN ENERGY HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE F – STOCKHOLDERS’ EQUITY

 

Common Stock

 

During 2016 through 2019, the Company issued a total of 2,500,000 shares of common stock related to the exercise of stock options.

 

Series B Preferred Stock

 

On November 6, 2007, the Company sold a total of 13,000 shares of Series B Convertible Preferred Stock (“Series B Shares”) to two investors for an aggregate purchase price of $1.3 million, less offering costs of $9,265. Each share of the Series B Shares has a stated value of $100.

 

The Series B Shares may, at the option of each holder, be converted at any time or from time to time into shares of the Company’s common stock at the conversion price then in effect. The number of shares into which one Series B Share shall be convertible is determined by dividing $100 per share by the conversion price then in effect. The initial conversion price per share for the Series B Shares is $0.11, which is subject to adjustment for certain events, including stock splits, stock dividends, combinations, or other recapitalizations affecting the Series B Shares.

 

Each holder of Series B Shares is entitled to the number of votes equal to the number of shares of the Company’s common stock into which the Series B Shares could be converted on the record date for such vote, and has voting rights and powers equal to the voting rights and powers of the holders of the Company’s common stock.

 

No dividends are required to be paid to holders of the Series B shares. However, the Company may not declare, pay or set aside any dividends on shares of any class or series of the Company’s capital stock (other than dividends on shares of our common stock payable in shares of common stock) unless the holders of the Series B shares shall first receive, or simultaneously receive, an equal dividend on each outstanding share of Series B shares.

 

In the event of any liquidation, dissolution or winding up of the Company, the holders of the Series B Preferred Stock shall be entitled to receive, prior to any distribution to the holders of the Common Stock, an amount equal to $100 per share, or $1,300,000 in the aggregate, plus an amount equal to any dividends declared and unpaid with respect to each such share.

 

NOTE G – STOCK OPTIONS AND WARRANTS

 

2010 Stock Plan

 

In 2010, the Company’s Board of Directors adopted the Global Clean Energy Holdings, Inc. 2010 Equity Incentive Plan (the “2010 Plan”) wherein 20,000,000 shares of the Company's common stock were reserved for issuance thereunder. Options and awards granted to new or existing officers, directors, employees, and non-employees vest ratably over a period as individually approved by the Board of Directors generally over four years, but not in all cases. The 2010 Plan provides for a three-month exercise period of vested options upon termination of service. The exercise price of options granted under the 2010 Plan is equal to the fair market value of the Company’s common stock on the date of grant. Options issued under the 2010 Plan have a maximum term of ten years for exercise and may be exercised with cash consideration or through a cashless exercise in which the holder forfeits a portion of the award in exchange for shares of common stock of the remaining portion of the award. As of December 31, 2019, there were no shares available for future option grants under the 2010 Plan. The 2010 Plan expired in April 2020 and was replaced with the 2020 Equity Incentive Plan. See Note J for additional information.

 


F-19


 

GLOBAL CLEAN ENERGY HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE G – STOCK OPTIONS AND WARRANTS (CONTINUED)

 

The Company’s Board of Directors has granted stock options to certain officers, directors, employees, and non-employees, which options were not part of the 2010 Plan or any other formal equity incentive plan.

 

During the fiscal years ended December 31, 2016, 2017, 2018 and 2019, the Company granted the following stock options under the 2010 Plan and outside of the 2010 Plan:

 

2016:

 

On May 26, 2016, the Company granted employees and consultants a total of 2,300,000 incentive stock options and 1,000,000 non-qualified stock options respectively. These options vest 25% annually on the anniversary of the date of grant beginning on May 25, 2017 and each year thereafter until fully vested. The options expire five years from the date of grant and have an exercise price of $0.003.

 

On July 1, 2016, the Company granted its Chairman of the Board a five-year non-qualified stock option to purchase 500,000 shares of Common Stock at an exercise price of $0.003. The options vest monthly over one year beginning on the grant date.

 

On December 14, 2016, the Company granted employees and consultants a total of 3,000,000 incentive stock options and 500,000 non-qualified stock options respectively. These options vest quarterly over three years beginning on the grant date. The options expire five years from the date of grant and have an exercise price of $0.0017.

 

2017:

 

On July 1, 2017, the Company granted its Chairman of the Board a five-year non-qualified stock option to purchase 500,000 shares of Common Stock at an exercise price of $0.015. The options vest monthly over one year beginning on the grant date.

 

On November 1, 2017, the Company granted employees and consultants a total of 2,500,000 incentive stock options and 500,000 non-qualified stock options respectively. These options vest quarterly over three years beginning on the grant date. The options expire five years from the date of grant and have an exercise price of $0.0022.

 

2018:

 

For legal services rendered, on January 29, 2018 the Company granted to one of its attorneys a fully vested, five-year, non-qualified stock option to purchase 750,000 shares of the Company’s common stock at an exercise price of $0.0056 per share.

 

On July 1, 2018, the Company granted its Chairman of the Board a five-year non-qualified stock option to purchase 500,000 shares of Common Stock at an exercise price of $0.0056. The options vest monthly over one year beginning on the grant date.

 

On September 17, 2018, the Company granted its Executive Vice President a five-year non-qualified stock option to purchase 5,000,000 shares of Common Stock at an exercise price of $0.035. The options vested immediately upon grant.

 

On October 16, 2018, the Company granted its Chief Executive Officer a five-year non-qualified stock option to purchase 110 million shares of Common Stock at an exercise price of $0.0154, subject to the Company’s achievement of certain market capitalization goals.

 

On December 14, 2018, the Company granted a non-qualified stock option to purchase up to 2,500,000 to a consultant. The option (i) has an exercise price of $0.007(equal to the closing market price on the date of the grant), (ii) has a five-year term, and (iii) was fully vested and immediately exercisable upon grant.

 


F-20


 

GLOBAL CLEAN ENERGY HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE G – STOCK OPTIONS AND WARRANTS (CONTINUED)

 

2019:

 

On January 15, 2019, the Company granted its Executive Vice President a five-year non-qualified stock option to purchase 50 million shares of Common Stock at an exercise price of $0.02, subject to the Company’s achievement of certain market capitalization goals.

 

On June 21, 2019 the Company entered into a Board Advisor Agreement with a prospective Board member (who subsequently became a member of the Board of Directors). As compensation for his services under the Board Advisor Agreement, the Board granted to this Director a non-qualified stock option to purchase up to 500,000 shares of the Company’s common stock, which option has an exercise price of $0.08 (based on the closing market price), a five year term, and the following vesting schedule: (i) Options to purchase 125,000 shares vested immediately as of the date grant, and (ii) options to purchase 125,000 additional shares vested on each of September 20, 2019, December 20, 2019 and March 20, 2020. The Board also granted to this prospective Director a second non-qualified stock option to purchase up to 500,000 shares of the Company’s common stock, which option has an exercise price of $0.08, a five year term, and would vest if/when this prospective Director joins the Board of Directors of the Company, provided that this prospective Director is appointed to the Board during the term of the Board Advisor Agreement. This appointment occurred in May 2020.

 

On June 21, 2019 the Company granted its Executive Vice President a five-year non-qualified stock option to purchase 10,000,000 shares at an exercise price of $0.0165.  The option vests at 25% at issuance and the balance over 36 months.

 

On July 1, 2019, the Company granted its Chairman of the Board a five-year non-qualified stock option to purchase 500,000 shares of Common Stock at an exercise price of $0.065. The options vest monthly over one year beginning on the grant date.

 

On July 5, 2019 the Company granted to a consultant a five-year non-qualified stock option to purchase 5,000,000 shares of Common Stock at an exercise price of $0.09.  The option vesting is conditional upon the Company consummating its contemplated acquisition by March 31, 2020 and upon such acquisition will vest at one-third upon closing and one-third each on the first and second anniversary of closing.

 


F-21


 

GLOBAL CLEAN ENERGY HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE G – STOCK OPTIONS AND WARRANTS (CONTINUED)

 

A summary of the option award activity and awards outstanding at December 31, 2019 is as follows:

 

 

 

Shares

Under Option

 

Weighted

Average

Exercise

Price

 

Weighted

Average

Remaining

Contractual

Life

 

Aggregate

Intrinsic

Value

Outstanding at December 31, 2015

 

 

93,208,997

 

 

$

0.015

 

 

 

 2.2 years

 

 

$

—  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Granted

 

 

7,300,000

 

 

 

0.002

 

 

 

 

 

 

 

 

 

Exercised

 

 

—  

 

 

 

 

 

 

 

 

 

 

 

 

 

Forfeited

 

 

(4,800,000

)

 

 

0.024

 

 

 

 

 

 

 

—  

 

Expired

 

 

(10,926,994

)

 

 

0.008

 

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Outstanding at December 31, 2016

 

 

84,782,003

 

 

 

0.015

 

 

 

1.7 years 

 

 

 

—  

 

Granted

 

 

3,500,000

 

 

 

0.004

 

 

 

 

 

 

 

 

 

Exercised

 

 

—  

 

 

 

 

 

 

 

 

 

 

 

 

 

Forfeited

 

 

(7,500,000

)

 

 

0.006

 

 

 

 

 

 

 

—  

 

Expired

 

 

(28,195,311

)

 

 

0.018

 

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Outstanding at December 31, 2017

 

 

52,586,692

 

 

 

0.013

 

 

 

 1.6 years

 

 

 

600

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Granted

 

 

118,750,000

 

 

 

0.015

 

 

 

 

 

 

 

 

 

Exercised

 

 

—  

 

 

 

 

 

 

 

 

 

 

 

 

 

Forfeited

 

 

(24,959,377

)

 

 

0.015

 

 

 

 

 

 

 

—  

 

Expired

 

 

(8,950,000

)

 

 

0.022

 

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Outstanding at December 31, 2018

 

 

137,427,315

 

 

 

0.014

 

 

 

4.4 years 

 

 

 

28,260

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Granted

 

 

66,500,000

 

 

 

0.019

 

 

 

 

 

 

 

 

 

Exercised

 

 

(2,500,000

)

 

 

0.006

 

 

 

 

 

 

 

 

 

Forfeited

 

 

—  

 

 

 

 

 

 

 

 

 

 

 

—  

 

Expired

 

 

(2,400,000

)

 

 

0.010

 

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Outstanding at December 31, 2019

 

 

199,027,315

 

 

 

0.016

 

 

 

 3.6 years

 

 

 

14,360,463

 

Vested and exercisable at December 31, 2019

 

 

184,964,315

 

 

$

0.016

 

 

 

 3.6 years

 

 

$

13,468,745

 

 


F-22


 

GLOBAL CLEAN ENERGY HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE G – STOCK OPTIONS AND WARRANTS (CONTINUED)

 

The fair value of stock option grants with only continued service conditions for vesting is estimated on the grant date using a Black-Scholes option pricing model. The Company estimates the fair value of stock options that have both service and market conditions on the grant date using a lattice model. The following table illustrates the assumptions used in estimating the fair value of options granted during the periods presented: 

 

 

 

For the Years Ended December 31,

 

 

2019

 

2018

 

2017

 

2016

Expected Term (in Years)

 

 

2 to 5

 

 

 

2 to 5

 

 

 

3 to 3.75

 

 

 

3.75

 

Volatility

 

 

123

%

 

 

123

%

 

 

175%-189%

 

 

 

142%-156%

 

Risk Free Rate

 

 

2.8

%

 

 

2.8

%

 

 

1.9%-2.0%

 

 

 

1.4%-2.0%

 

Dividend Yield

 

 

0

%

 

 

0

%

 

 

0

%

 

 

0

%

Suboptimal Exercise Factor (1)

 

 

1.3

 

 

 

1.3

 

 

 

n/a

 

 

 

n/a

 

Exit Rate Pre-vesting (2)

 

 

0

%

 

 

0

%

 

 

n/a

 

 

 

n/a

 

Exit Rate Post-vesting (3)

 

 

0

%

 

 

0

%

 

 

n/a

 

 

 

n/a

 

Aggregate Grant Date Fair Value

 

$

326,644

 

 

$

396,074

 

 

$

12,737

 

 

$

19,038

 

 

(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. Used for lattice model purposes only.

(2)

Assumed forfeiture rate for market condition option awards prior to vesting. Used for lattice model purposes only.

(3)

Assumed expiration or forfeiture rate for market condition option awards after vesting. Used for lattice model purposes only.

 

During the years ended December 31, 2019 and 2018 the Company granted 110,000,000 and 50,000,000 options, respectively, to related parties that have both requisite service conditions and market conditions. The requisite service period for the market condition options granted during 2019 was three years and the options vest in three tranches: 28% of the award vests when the market cap exceeds $7 million for a thirty day period; 33% of the award vests when the market cap exceeds $15 million for a thirty day period; and 40% of the award vests when the market cap exceeds $25 million for a thirty day period. The requisite service period for the market condition options granted during 2018 was three years and the options vest in three tranches: 28% of the award vests when the market cap exceeds $7 million for a thirty day period; 36% of the award vests when the market cap exceeds $15 million for a thirty day period; and 36% of the award vests when the market cap exceeds $25 million for a thirty day period. As of May 31, 2019, all of the outstanding market condition awards issued during 2019 and 2018 were fully vested.

 


F-23


 

GLOBAL CLEAN ENERGY HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE G – STOCK OPTIONS AND WARRANTS (CONTINUED)

 

For the years ended December 31, 2019, 2018, 2017, and 2016 the Company recognized stock compensation expenses related to stock option awards of $577,645; $69,289; $35,560; and $31,311; respectively. The Company recognizes all stock-based compensation in general and administrative expenses in the accompanying consolidated statements of operations. As of December 31, 2019, there was approximately $106,000 of unrecognized compensation cost related to option awards that will be recognized over the remaining service period of approximately 2.25 years.

 

Stock Purchase Warrants

 

The Company has, from time to time, previously issued warrants for the purchase of Common Stock. During the year ended December 31, 2016 all 3,083,332 previously outstanding fully vested stock warrants expired. As of December 31, 2019 there were no outstanding stock warrants.

 

In 2020, the Company issued, to a party interested in Camelina development, a non-transferable warrant for approximately eight-percent interest in its subsidiary, Sustainable Oils, Inc. for approximately $20 million. The warrant expires on June 1, 2021.

 

NOTE H – INCOME TAXES

 

Income taxes are provided for temporary differences between financial and tax bases of assets and liabilities. The following is a reconciliation of the amount of benefit that would result from applying the federal statutory rate to pre-tax loss with the benefit from income taxes for the years ended December 31, 2015, 2016, 2017, 2018 and 2019:

 

The components of deferred tax assets and liabilities are as follows at December 31, 2015, 2016, 2017, 2018 and 2019, using a combined deferred income tax rate of 40% for 2015 and 2016 and 28% for 2017, 2018 and 2019:

 

The provisions for income taxes for the years ended December 31, 2019 and 2018 through 2016 are as follows:

 

 

 

2019

 

2018

 

2017

 

2016

 

2015

Current:

 

 

 

 

 

 

 

 

 

 

Federal

 

$

(265,000

)

 

$

(418,000

)

 

$

(127,000

)

 

$

110,000

 

 

$

(319,000

)

State

 

 

(123,000

)

 

 

(193,000

)

 

 

(36,000

)

 

 

31,000

 

 

 

 

 

Deferred:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Federal

 

 

(1,992,000

)

 

 

(1,111,000

)

 

 

(241,000

)

 

 

129,000

 

 

 

140,000

 

State

 

 

(920,000

)

 

 

(513,000

)

 

 

(69,000

)

 

 

37,000

 

 

 

 

 

Change in Valuation Allowance

 

 

3,300,000

 

 

 

2,235,000

 

 

 

473,000

 

 

 

(307,000

)

 

 

179,000

 

Provision for income taxes

 

$

—  

 

 

$

—  

 

 

$

—  

 

 

$

—  

 

 

$

—  

 

 

A reconciliation of the federal statutory tax rate to the effective tax rate is as follows:

 

 

 

2019

 

2018

 

2017

 

2016

 

2015

Federal statutory rate

 

 

21

%

 

 

21

%

 

 

21

%

 

 

34

%

 

 

34

%

State, net of federal tax benefit

 

 

6.98

%

 

 

6.98

%

 

 

6.98

%

 

 

5.83

%

 

 

5.83

%

Effect of permanent differences

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

State return to provision

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Change in valuation allowance

 

 

-28

%

 

 

-28

%

 

 

-28

%

 

 

-40

%

 

 

-40

%

Effective tax rate

 

 

—  

 

 

 

—  

 

 

 

—  

 

 

 

—  

 

 

 

—  

 

 


F-24


 

GLOBAL CLEAN ENERGY HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE H – INCOME TAXES (CONTINUED)

 

The company uses the asset-liability method of computing deferred taxes in accordance with FASB ASC Topic 740.

 

The difference between the effective tax rate and the statutory tax rates is due primarily to the impact of the valuation allowance resulting in zero tax provision being recorded.

 

Tax law changes enacted in 2018 reduced the statutory federal rate from 34% to 21%. The deferred tax asset has been reduced to reflect the newly enacted rate, and was equally offset by the change in valuation allowance.

 

At December 31, 2019 and 2018 through 2015, the deferred income tax assets consisted of the following:

 

 

 

2019

 

2018

 

2017

 

2016

 

2015

Deferred tax assets:

 

$

14,563,000

 

 

$

11,263,000

 

 

$

9,028,000

 

 

$

8,555,000

 

 

$

8,862,000

 

Less: Valuation Allowance

 

 

(14,563,000

)

 

 

(11,263,000

)

 

 

(9,028,000

)

 

 

(8,555,000

)

 

 

(8,862,000

)

Net deferred income taxes

 

$

—  

 

 

$

—  

 

 

$

—  

 

 

$

—  

 

 

$

—  

 

 

Deferred income taxes arise from temporary differences between the tax basis of assets and liabilities and their reported amounts in the financial statements, which will result in taxable or deductible amounts in the future. The majority of the balance is due deferred compensation, share based payments, the fair value of derivatives, and to continued losses resulting in NOL carryforwards, which may not be realized in future periods. As such, the company has recorded a 100% valuation allowance against the deferred tax assets.

 

At December 31, 2019 and 2018 through 2015, the deferred income tax assets consisted of the following temporary differences:

 

 

 

2019

 

2018

 

2017

 

2016

 

2015

Net operating losses

 

$

8,530,000

 

 

$

8,140,000

 

 

$

7,529,000

 

 

$

7,366,000

 

 

$

7,507,000

 

Share based compensation

 

 

269,000

 

 

 

107,000

 

 

 

87,000

 

 

 

73,000

 

 

 

483,000

 

Accrued payroll

 

 

1,631,000

 

 

 

1,359,000

 

 

 

1,412,000

 

 

 

1,116,000

 

 

 

830,000

 

Impairment

 

 

—  

 

 

 

—  

 

 

 

—  

 

 

 

—  

 

 

 

42,000

 

Derivative Liability

 

 

4,132,000

 

 

 

1,656,000

 

 

 

—  

 

 

 

—  

 

 

 

—  

 

Total deferred tax assets

 

 

14,562,000

 

 

 

11,262,000

 

 

 

9,028,000

 

 

 

8,555,000

 

 

 

8,862,000

 

Less: Valuation allowance

 

 

(14,562,000

)

 

 

(11,262,000

)

 

 

(9,028,000

)

 

 

(8,555,000

)

 

 

(8,862,000

)

 

 

$

—  

 

 

$

—  

 

 

$

—  

 

 

$

—  

 

 

$

—  

 

 

At December 31, 2019 through 2015, the Company has federal net operating loss carryforwards of approximately:

 

 

 

2019

 

2018

 

2017

 

2016

 

2015

Net operating losses

 

$

21,152,000

 

 

$

19,765,000

 

 

$

17,579,000

 

 

$

17,169,000

 

 

$

17,523,343

 

 

Net operating losses begin to expire in the year ending 2021 through 2029.

 

Inasmuch as it is not possible to determine when or if the net operating losses will be utilized, a valuation allowance has been established to offset the benefit of the utilization of the net operating losses.

 


F-25


 

GLOBAL CLEAN ENERGY HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE H— INCOME TAXES (CONTINUED)

 

As of December 31, 2019, the Company had available net operating losses of approximately $21.2 million which can be utilized to offset future earnings of the Company. The utilization of the net operating losses is dependent upon the tax laws in effect at the time such losses can be utilized. The loss carryforwards expire between the years 2021 and 2037. Should the Company experience a significant change of ownership, the utilization of net operating losses could be reduced.

 

The Company and its subsidiaries file tax returns in the U.S. Federal jurisdiction and, in the state of California. The Company is no longer subject to U.S. federal tax examinations for tax years before and including December 31, 2015. The Company is no longer subject to examination by state tax authorities for tax years before and including December 31, 2015. During the years ended December 31, 2016, 2017, 2018 and 2019, the Company did not recognize interest and penalties.

 

NOTE I – COMMITMENTS AND CONTINGENCIES

 

Employment Agreements

 

President and Chief Executive Officer. Effective December 31, 2014, the Company entered into an employment agreement (the “2014 Employment Agreement”) with its President and Chief Executive Officer (“CEO”), for a term of five years. Under the Employment Agreement, we granted the CEO an incentive option to purchase up to 16,959,377 shares of Common Stock at an exercise price of $0.0041 (the closing trading price on the date the agreement was signed and approved), with 25% vesting immediately and the balance vesting in equal amounts over the next 48 months. Under the 2014 Employment Agreement, the CEO was entitled to receive a base salary of $250,000 and an annual bonus payment contingent on the CEO’s satisfaction of certain performance criteria. The target annual bonus amount was 50% of the CEO’s base salary, subject to the Board’s discretion to increase the amount of the bonus or adjust the performance criteria

 

On October 16, 2018, the Company and the CEO entered into a new Executive Employment Agreement (the “2018 Employment Agreement”) that replaced the 2014 Employment Agreement. The 2018 Employment Agreement runs through October 15, 2023 and compensates the CEO at an annual base salary of $300,000 per year. Upon the closing of the acquisition of the Company's Bakersfield, California, refinery on May 7, 2020 the Company and the CEO amended the 2018 Employment Agreement to increase the CEO’s annual base salary to $350,000, effective immediately. Under the 2018 Employment Agreement, the CEO’s target annual bonus amount is 50% of the CEO’s base salary, subject to the Board’s discretion to increase the amount of the bonus or adjust the performance criteria. Under the 2018 Employment Agreement, the Company granted the CEO a five-year non-qualified stock option (“Option”) to purchase 110 million shares of Common Stock at an exercise price of $0.0154, subject to the Company’s achievement of certain market capitalization goals. Under the Option, Mr. Palmer vests, and can exercise the Option, with respect to 30,000,000 shares when the Company’s market capitalization first reaches $7 million, another 40,000,000 shares vest under the Option when the Company’s market capitalization reaches $15 million, and 40,000,000 shares vest when the Company’s market capitalization first reaches $25 million. The term “market capitalization” is defined in the 2018 Employment Agreement to mean the product of the number of shares of Common Stock issued and outstanding at the time market capitalization is calculated, multiplied by the average closing price of the Common Stock for the 30 consecutive trading days prior to the date of calculation as reported on the principal securities trading system on which the Common Stock is then listed for trading, including the OTC Pink marketplace, the NASDAQ Stock Market, or any other applicable stock exchange.

 


F-26


 

GLOBAL CLEAN ENERGY HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE I – COMMITMENTS AND CONTINGENCIES (CONTINUED)

 

Executive Vice President - Development & Regulatory Affairs (the “EVP”). Effective January 15, 2019, the Company entered into a three-year employment agreement with its EVP which agreement was amended on May 7, 2020. Under the employment agreement, the EVP is paid an annual base salary of $310,000 and is entitled to receive an annual bonus of up to 50% of his annual base salary if the EVP meets certain performance targets.

 

Under the EVP’s employment agreement, the Company granted the EVP a five-year non-qualified stock option to purchase 50 million shares of Common Stock at an exercise price of $0.02, subject to the Company’s achievement of certain market capitalization goals. The foregoing option vest in three tranches when the Company’s market capitalization reached $7 million, $15 million, and $25 million.

 

Leases

 

On May 1, 2019, the Company amended its office lease to extend the lease term to July 31, 2022.

 

 

 

 

 

 

 

Operating

Year Ending

 

Gross

 

Less: Discount

 

Lease

December 31,

 

Payments

 

Discount

 

Obligation

 

 

 

 

 

 

 

 

2020

 

 

$

34,000

 

 

$

5,000

 

 

$

29,000

 

 

2021

 

 

 

35,000

 

 

 

3,000

 

 

 

32,000

 

 

2022

 

 

 

20,000

 

 

 

1,000

 

 

 

19,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

 

$

89,000

 

 

$

9,000

 

 

$

80,000

 

 

Legal

 

In the ordinary course of business, the Company may face various claims brought by third parties and the Company may, from time to time, make claims or take legal actions to assert the Company’s rights, including intellectual property rights, contractual disputes and other commercial disputes. Any of these claims could subject the Company to litigation.

 

In the first quarter of 2018 we received $0.4 million as part of a settlement we entered into with the purchaser of our former Mexican biofuel farms. This settlement was in regards to the use of our intellectual property rights.

 

In August 2020, a complaint was filed against GCE Holdings Acquisitions, LLC for a claimed breach of a certain consulting agreement. The claim is for $1.2 million. The Company is in the process of evaluating the merits of the claim and will determine a course of action in the near future. Management believes the outcomes of currently pending claims will not likely have a material effect on the Company’s consolidated financial position and results of operations.

 

Indemnities and Guarantees

 

In addition to the indemnification provisions contained in the Company's organization documents, the Company generally enters into separate indemnification agreements with the Company's directors and officers. These agreements require the Company, among other things, to indemnify the director or officer against specified expenses and liabilities, such as attorneys' fees, judgments, fines and settlements, paid by the individual in connection with any action, suit or proceeding arising out of the individual's status or service as the Company's directors or officers, other than liabilities arising from willful misconduct or conduct that is knowingly fraudulent or deliberately dishonest, and to advance expenses incurred by the individual in connection with any proceeding against the individual with respect to which the individual may be entitled to indemnification by the Company. The Company also indemnifies its lessor in connection with its facility lease for certain claims arising from the use of the facility. These guarantees and indemnities do not provide for any limitation of the maximum potential future payments the Company could be obligated to make. Historically, the Company has not been obligated nor incurred any payments for these obligations and, therefore, no liabilities have been recorded for these indemnities and guarantees in the accompanying consolidated balance sheets.

 


F-27


 

GLOBAL CLEAN ENERGY HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE J – SUBSEQUENT EVENTS

 

On May 7, 2020 through BKRF OCB, LLC, one of the Company’s indirect subsidiaries, the Company purchased all of the outstanding equity interests of Bakersfield Renewable Fuels, LLC from Alon Paramount Holdings, Inc. (“Alon Paramount”) for $40,000,000. Bakersfield Renewable Fuels, LLC owns an oil refinery in Bakersfield, California that the Company is retooling into a biorefinery. In connection with the acquisition, BKRF OCB, LLC agreed to undertake certain cleanup activities at the refinery and provide a guarantee for liabilities arising from the cleanup. The Company has assumed significant environmental and clean-up liabilities associated with the purchase of the Bakersfield Refinery.

 

Bakersfield Renewable Fuels, LLC, formerly Alon Bakersfield Property, Inc. is a party to an action pending in the United States Court of Appeals for the Ninth Circuit. In June 2019, the jury awarded the plaintiffs approximately $6.7 million against the Company and Paramount Petroleum Corporation (a parent company of Alon Bakersfield in 2019). Bakersfield Renewable Fuels has filed post-trial motions to alter or amend the judgment, or, in the alternative, for a new trial. Bakersfield Renewable Fuels is also assessing options for legal action. The hearing on this matter was heard in October of 2019, and the ruling is pending. Under the Share Purchase Agreement, Alon Paramount agreed to assume and be liable for (and to indemnify, defend, and save Bakersfield Renewable Fuels harmless from) this litigation. All legal fees in this matter are being paid by Paramount Petroleum Corporation. Concurrently with the closing of the acquisition, the Company entered into a Call Option Agreement with Alon Paramount pursuant to which the Company granted to Alon Paramount an option to purchase from Global Clean Energy Holdings, Inc. up to 33 1/3% of the membership interests of another subsidiary that indirectly owns Bakersfield Renewable Fuels, LLC based on the Company’s purchase price. The foregoing option can be exercised by Alon Paramount until the 90th day after the refinery meets certain operational criteria. Upon the exercise of the option, Alon Paramount will be allocated its share of the refinery’s assets and liabilities and profits and losses. Bakersfield Renewable Fuels, LLC is also responsible for all of the environmental liabilities and clean-up costs associated with the Bakersfield Refinery.

 

On May 4, 2020, in order to fund the purchase of Bakersfield Renewable Fuels, LLC, BKRF OCB, LLC entered into a senior secured credit agreement with a group of lenders (the "Senior Lenders") pursuant to which the Senior Lenders agreed to provide a $300 million senior secured term loan facility to BKRF OCB, and to pay the costs of the retooling the Bakersfield Biorefinery. The senior loan bears interest at the rate of 12.5% per annum, payable quarterly. The principal of the senior loans is due at maturity, provided that BKRF OCB, LLC must offer to prepay the senior loans with any proceeds of such asset dispositions, borrowings other than permitted borrowings, proceeds from losses, and excess net cash flow. BKRF OCB, LLC may also prepay the senior loan in whole or in part with the payment of a prepayment premium. As additional consideration for the senior loans, the Senior Lenders were issued Class B Units in BKRF HCP, LLC, an indirect parent company of BKRF OCB, LLC. The senior loans are secured by all of the assets of BKRF OCB, LLC (including its membership interests in Bakersfield Renewable Fuels, LLC), all of the outstanding membership interest in BKRF OCB, LLC, and all of the assets of Bakersfield Renewable Fuels, LLC.

 

On May 4, 2020, BKRF HCB, LLC, the indirect parent of BKRF OCB, LLC, entered into a credit agreement with a group of mezzanine lenders who agreed to provide a $65 million secured term loan facility to be used to pay the costs of repurposing and starting up the Bakersfield biorefinery. As of September 30, 2020, BKRF HCB, LLC has not drawn down on the credit facility. The mezzanine loans bear interest at the rate of 15.0% per annum on amounts borrowed, payable quarterly, provided that the borrower may defer interest to the extent it does not have sufficient cash to pay the interest, such deferred interest being added to principal. As additional consideration for the mezzanine loans, the mezzanine lenders will be issued Class C Units in BKRF HCP, LLC at such times as advances are made under the mezzanine loans. The mezzanine loans will be secured by all of the assets of BKRF HCP, LLC, including all of the outstanding membership interest in BKRF FHCB, LLC. The mezzanine loans mature in November 2027.

 


F-28


 

GLOBAL CLEAN ENERGY HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE J – SUBSEQUENT EVENTS (CONTINUED)

 

In December 2019, a novel strain of coronavirus diseases (“COVID-19”) was first reported in Wuhan, China. Less than four months later, on March 11, 2020, the World Health Organization declared COVID-19 a global pandemic. The extent of COVID-19’s effect on the Company’s operational and financial performance will depend on future developments, including the duration, spread and intensity of the pandemic, all of which are uncertain and difficult to predict considered the rapidly evolving landscape. The Company is currently analyzing the potential impacts to its business. At this time, it is not possible to determine the magnitude of the overall impact of COVID-19 on the Company.

 

On April 30, 2020 GCE Acquisitions entered into an Engineering, Procurement and Construction Agreement with ARB, Inc. (“ARB”) pursuant to which ARB has agreed to provide services for the engineering, procurement, construction, start-up and testing of the Bakersfield Biorefinery. The agreement, which was assigned by GCE Acquisitions to BKRF Senior Borrower, provides for ARB to be paid on a cost-plus fee basis subject to a guaranteed maximum price of $201.4 million, subject to increase for approved change orders.

 

On May 7, 2020, the Board of Directors of the Company amended the employment agreements of Richard Palmer, the Company’s Chief Executive Officer, and Noah Verleun, the Company’s Executive Vice President, to increase their annual base salaries to $350,000 and $310,000, respectively.

 

On April 10, 2020, the Company’s Board of Directors adopted the 2020 Equity Incentive Plan (“2020 Plan”) pursuant to which the Board of Directors reserved an aggregate of 20,000,000 shares of Common Stock for future issuance. The 2020 Plan became effective on April 10, 2020. As of September 10, 2020, options for the purchase of 7,095,000 shares have been granted under the 2020 Plan to attract and retain the necessary personnel to meet the Company’s objectives. The 2020 Plan will expire on April 9, 2030, and no further awards may be granted after such date. The 2020 Plan provides for the following types of awards: incentive stock options, nonstatutory stock options, restricted stock awards, restricted stock unit awards, stock appreciation rights, performance stock awards, performance cash awards, and other stock-based awards. Stock awards may be granted under the 2020 Plan to employees (including officers) and consultants of the Company or affiliates, and to members of the Company’s Board of Directors.

 

In 2020, the Company issued 5,542,857 shares, 7,677,315 shares and 750,000 shares upon exercises of outstanding options to an officer of the Company, a consultant to the company and an attorney who provided services to the Company (who is also a family member of the CEO), respectively.

 


F-29


 

QUARTERLY FINANCIAL DATA
(Unaudited )

 

As described in the “Explanatory Note” prior to Part I to this comprehensive Annual Report, the following unaudited quarterly periods for the three-months ending March 31, the three and six month periods ending June 30 and the three and nine month periods ending September 30 for each year 2019, 2018, 2017 and 2016, and the respective periods for comparative purposes are being filed herein and in lieu of the filing Quarterly Reports on Form 10-Q for 2019, 2018, 2017 and 2016. The quarterly information for 2015 was previously filed in three Forms 10-Q that were filed in 2015. The quarterly information in 2015 reflects the Mexico Jatropha operations that were discontinued in the fourth quarter of 2015.

 

The following unaudited interim financial statements have been prepared pursuant to the rules and regulations of the SEC. The footnote disclosures normally included in financial statements prepared in accordance with United States generally accepted accounting principles (GAAP) have been omitted.. These unaudited statements reflect all adjustments, consisting of normal recurring adjustments, which in the opinion of management are necessary for fair presentation of the information contained therein. Interim results are not necessarily indicative of results for a full year.

 

The following unaudited financial statements should be read in conjunction with the audited financial statements and notes thereto included above in this Annual Report for the year ended December 31, 2019. The accounting policies in preparation of interim reports are the same as those used for the above audited annual reports included in this Annual Report.

 


F-30


 

GLOBAL CLEAN ENERGY HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Unaudited)

 

 

 

As of March 31,

 

 

2019

 

2018

 

2017

ASSETS

 

 

 

 

 

 

CURRENT ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

4,166,517

 

 

$

285,890

 

 

$

63,244

 

Accounts receivable

 

 

—  

 

 

 

19,082

 

 

 

—  

 

Inventory

 

 

22,942

 

 

 

22,942

 

 

 

22,942

 

Total Current Assets

 

 

4,189,459

 

 

 

327,914

 

 

 

86,186

 

 

 

 

 

 

 

 

 

 

 

 

 

 

PROPERTY AND EQUIPMENT, NET

 

 

1,706

 

 

 

1,706

 

 

 

1,706

 

RIGHT-OF-USE ASSET

 

 

104,000

 

 

 

—  

 

 

 

—  

 

INTANGIBLE ASSETS, NET

 

 

2,685,512

 

 

 

2,930,738

 

 

 

3,175,965

 

DEBT ISSUANCE COSTS

 

 

—  

 

 

 

—  

 

 

 

—  

 

PRE-ACQUISITION COSTS

 

 

—  

 

 

 

—  

 

 

 

—  

 

DEPOSITS

 

 

5,253

 

 

 

5,253

 

 

 

5,253

 

 

 

 

 

 

 

 

 

 

 

 

 

 

TOTAL ASSETS

 

$

6,985,930

 

 

$

3,265,611

 

 

$

3,269,110

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ DEFICIT

 

 

 

 

 

 

 

 

 

 

 

 

CURRENT LIABILITIES

 

 

 

 

 

 

 

 

 

 

 

 

Accounts payable and accrued expenses

 

$

3,916,364

 

 

$

2,854,488

 

 

$

2,837,354

 

Accrued compensation and related liabilities

 

 

1,469,100

 

 

 

2,006,031

 

 

 

1,625,199

 

Accrued interest

 

 

1,462,941

 

 

 

1,130,519

 

 

 

815,802

 

Lease liabilities

 

 

104,000

 

 

 

—  

 

 

 

—  

 

Notes payable

 

 

1,369,856

 

 

 

1,369,856

 

 

 

1,369,856

 

Convertible notes payable

 

 

697,000

 

 

 

697,000

 

 

 

697,000

 

Derivative liability

 

 

15,854,000

 

 

 

—  

 

 

 

—  

 

Total Current Liabilities

 

 

24,873,261

 

 

 

8,057,894

 

 

 

7,345,211

 

 

 

 

 

 

 

 

 

 

 

 

 

 

LONG-TERM LIABILITIES

 

 

 

 

 

 

 

 

 

 

 

 

Convertible notes payable

 

 

1,000,000

 

 

 

—  

 

 

 

—  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

TOTAL LIABILITIES

 

 

25,873,261

 

 

 

8,057,894

 

 

 

7,345,211

 

 

 

 

 

 

 

 

 

 

 

 

 

 

STOCKHOLDERS’ DEFICIT

 

 

 

 

 

 

 

 

 

 

 

 

Series A preferred stock

 

 

13

 

 

 

13

 

 

 

13

 

Common stock

 

 

341,529

 

 

 

341,529

 

 

 

341,529

 

Additional paid-in capital

 

 

30,712,228

 

 

 

30,610,179

 

 

 

30,599,931

 

Accumulated deficit

 

 

(49,941,101

)

 

 

(35,744,004

)

 

 

(35,017,574

)

Total Stockholders' Deficit

 

 

(18,887,331

)

 

 

(4,792,283

)

 

 

(4,076,101

)

 

 

 

 

 

 

 

 

 

 

 

 

 

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT

 

$

6,985,930

 

 

$

3,265,611

 

 

$

3,269,110

 

 


F-31


 

GLOBAL CLEAN ENERGY HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Unaudited)

 

 

 

As of March 31,

 

 

2016

ASSETS

 

 

 

 

CURRENT ASSETS

 

 

 

 

Cash and cash equivalents

 

$

2,256

 

Accounts receivable

 

 

13,595

 

Inventory

 

 

25,921

 

Other current assets

 

 

100,149

 

Total Current Assets

 

 

141,921

 

 

 

 

 

 

PROPERTY AND EQUIPMENT, NET

 

 

7,094

 

RIGHT-OF-USE ASSET

 

 

—  

 

INTANGIBLE ASSETS, NET

 

 

3,421,191

 

OTHER NONCURRENT ASSETS

 

 

2,626

 

 

 

 

 

 

TOTAL ASSETS

 

$

3,572,832

 

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' DEFICIT

 

 

 

 

CURRENT LIABILITIES

 

 

 

 

Accounts payable and accrued expenses

 

$

3,060,695

 

Accrued compensation and related liabilities

 

 

1,435,216

 

Accrued interest

 

 

528,573

 

Notes payable

 

 

1,369,856

 

Convertible notes payable

 

 

697,000

 

Derivative liability

 

 

106,000

 

Total Current Liabilities

 

 

7,197,340

 

 

 

 

 

 

LONG-TERM LIABILITIES

 

 

 

 

Accrued interest payable

 

 

—  

 

Accrued return on noncontrolling interest

 

 

—  

 

Mortgage notes payable

 

 

—  

 

Total Long-Term Liabilities

 

 

—  

 

 

 

 

 

 

STOCKHOLDERS' DEFICIT

 

 

 

 

Series A preferred stock

 

 

13

 

Common stock

 

 

341,405

 

Additional paid-in capital

 

 

30,559,890

 

Accumulated deficit

 

 

(34,629,719

)

Accumulated other comprehensive income

 

 

103,903

 

Total Stockholders' Deficit

 

 

(3,624,508

)

 

 

 

 

 

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT

 

$

3,572,832

 

 


F-32


 

GLOBAL CLEAN ENERGY HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

 

 

 

For the three months ended March 31,

 

 

2019

 

2018

 

2017

 

 

 

 

 

 

 

REVENUE

 

$

—  

 

 

$

—  

 

 

$

50,334

 

 

 

 

 

 

 

 

 

 

 

 

 

 

OPERATING EXPENSES

 

 

 

 

 

 

 

 

 

 

 

 

General and administrative

 

 

1,027,577

 

 

 

126,664

 

 

 

216,869

 

Amortization of intangible assets

 

 

61,307

 

 

 

61,307

 

 

 

61,307

 

Preliminary stage acquisition costs

 

 

934,243

 

 

 

—  

 

 

 

—  

 

Total Operating Expenses

 

 

2,023,127

 

 

 

187,971

 

 

 

278,176

 

 

 

 

 

 

 

 

 

 

 

 

 

 

OPERATING LOSS

 

 

(2,023,127

)

 

 

(187,971

)

 

 

(227,842

)

 

 

 

 

 

 

 

 

 

 

 

 

 

OTHER INCOME (EXPENSE)

 

 

 

 

 

 

 

 

 

 

 

 

Other Income (Expense)

 

 

—  

 

 

 

425,000

 

 

 

—  

 

Interest expense, net

 

 

(90,529

)

 

 

(80,631

)

 

 

(77,302

)

Gain on settlement of liabilities

 

 

—  

 

 

 

—  

 

 

 

—  

 

Change in fair value derivative and finance

 

 

 

 

 

 

 

 

 

 

 

 

charges related to derivative liability

 

 

(3,937,000

)

 

 

344,369

 

 

 

—  

 

Other Income (Expense), Net

 

 

(4,027,529

)

 

 

—  

 

 

 

(77,302

)

 

 

 

 

 

 

 

 

 

 

 

 

 

NET (LOSS)/INCOME

 

$

(6,050,656

)

 

$

156,398

 

 

$

(305,144

)

 

 

 

 

 

 

 

 

 

 

 

 

 

BASIC AND DILUTED LOSS PER COMMON SHARE:

 

 

 

 

 

 

 

 

 

 

 

 

Net Loss per Common Share

 

$

(0.02

)

 

$

0.00

 

 

$

(0.00

)

 

 

 

 

 

 

 

 

 

 

 

 

 

BASIC AND DILUTED WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING

 

 

341,529,434

 

 

 

341,529,434

 

 

 

341,529,434

 

 


F-33


 

GLOBAL CLEAN ENERGY HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

 

 

 

For the three months ended March 31,

 

 

2016

 

 

 

REVENUE

 

$

121,647

 

 

 

 

 

 

OPERATING EXPENSES

 

 

 

 

General and administrative

 

 

454,060

 

Other operating

 

 

—  

 

Total Operating Expenses

 

 

454,060

 

 

 

 

 

 

OPERATING LOSS

 

 

(332,413

)

 

 

 

 

 

OTHER INCOME (EXPENSE)

 

 

 

 

Other Income (Expense)

 

 

(12,820

)

Interest expense, net

 

 

(73,517

)

Gain on settlement of liabilities

 

 

—  

 

Change in fair value derivative

 

 

—  

 

Foreign currency transaction gain (loss)

 

 

—  

 

Total Other Income (Expense)

 

 

(86,337

)

 

 

 

 

 

NET LOSS

 

$

(418,750

)

 


F-34


 

GLOBAL CLEAN ENERGY HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

 

 

 

For the three months ended March 31,

 

 

2019

 

2018

 

2017

Operating Activities:

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

$

(6,050,656

)

 

$

156,398

 

 

$

(305,144

)

Adjustments to reconcile net loss to net cash used in operating activities:

 

 

 

 

 

 

 

 

 

 

 

 

Gain on settlement of liabilities

 

 

—  

 

 

 

—  

 

 

 

—  

 

Share-based compensation

 

 

43,008

 

 

 

10,248

 

 

 

35,560

 

Depreciation and amortization

 

 

61,306

 

 

 

61,307

 

 

 

61,307

 

Change in fair value of derivative liability

 

 

3,397,000

 

 

 

—  

 

 

 

—  

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

Accounts receivable

 

 

—  

 

 

 

—  

 

 

 

112,254

 

Inventory

 

 

—  

 

 

 

—  

 

 

 

—  

 

Accounts payable and accrued expenses

 

 

858,863

 

 

 

(26,427

)

 

 

32,130

 

Accrued compensation and related liabilities

 

 

(21

)

 

 

—  

 

 

 

26,944

 

Interest payable

 

 

90,528

 

 

 

80,631

 

 

 

78,029

 

Other Operating Activities

 

 

—  

 

 

 

—  

 

 

 

—  

 

Net Cash Used in Operating Activities

 

 

(1,059,972

)

 

 

282,157

 

 

 

41,080

 

Investing Activities:

 

 

 

 

 

 

 

 

 

 

 

 

Pre-acquisition costs

 

 

—  

 

 

 

—  

 

 

 

—  

 

Cash received from derivative forward contract

 

 

—  

 

 

 

—  

 

 

 

—  

 

Net Cash Used in Investing Activities

 

 

—  

 

 

 

—  

 

 

 

—  

 

Financing Activities:

 

 

 

 

 

 

 

 

 

 

 

 

Debt issuance costs

 

 

—  

 

 

 

—  

 

 

 

—  

 

Proceeds from exercise of stock options

 

 

—  

 

 

 

—  

 

 

 

—  

 

Net Cash Used in Financing Activities

 

 

—  

 

 

 

—  

 

 

 

—  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Change in Cash and Cash Equivalents

 

 

(1,059,972

)

 

 

282,157

 

 

 

41,080

 

Cash and Cash Equivalents at Beginning of Period

 

 

5,226,489

 

 

 

3,733

 

 

 

22,164

 

Cash and Cash Equivalents at End of Period

 

$

4,166,517

 

 

$

285,890

 

 

$

63,244

 

 


F-35


 

GLOBAL CLEAN ENERGY HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

 

 

 

For the three months ended March 31,

 

 

2016

Operating Activities:

 

 

 

 

Net loss

 

$

(418,750

)

Adjustments to reconcile net loss to net cash used in operating activities:

 

 

 

 

Foreign currency transaction gain

 

 

—  

 

Gain on settlement of liabilities

 

 

—  

 

Share-based compensation

 

 

26,705

 

Write-down of long-lived assets

 

 

 

 

Depreciation and amortization

 

 

62,096

 

Amortization of debt discount

 

 

—  

 

Change in fair value of derivative liability

 

 

—  

 

Changes in operating assets and liabilities:

 

 

 

 

Accounts receivable

 

 

—  

 

Inventory

 

 

623

 

Accounts payable and accrued expenses

 

 

150,185

 

Accrued compensation and related liabilities

 

 

—  

 

Interest payable

 

 

—  

 

Other Operating Activities

 

 

—  

 

Other noncurrent assets

 

 

—  

 

Other current assets

 

 

(4,460

)

Net Cash Used in Operating Activities:

 

 

(183,601

)

Cash Flows of discontinued operations:

 

 

 

 

Operating cash flows

 

 

153,758

 

Investing cash flows

 

 

—  

 

Financing cash flows (including cash at year-end)

 

 

—  

 

Net Cash flows from discontinued operations

 

 

153,758

 

 

 

 

 

 

Effect of exchange rate changes on cash

 

 

(2,605

)

 

 

 

 

 

Net Change in Cash and Cash Equivalents

 

 

(32,448

)

Cash and Cash Equivalents at Beginning of Period

 

 

34,704

 

Cash and Cash Equivalents at End of Period

 

$

2,256

 

 


F-36


 

GLOBAL CLEAN ENERGY HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Unaudited)

 

 

 

As of June 30,

 

 

2019

 

2018

 

2017

ASSETS

 

 

 

 

 

 

CURRENT ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

2,275,500

 

 

$

161,014

 

 

$

64,978

 

Accounts receivable

 

 

—  

 

 

 

19,082

 

 

 

25,081

 

Inventory

 

 

22,942

 

 

 

22,942

 

 

 

22,942

 

Total Current Assets

 

 

2,298,442

 

 

 

203,038

 

 

 

113,001

 

 

 

 

 

 

 

 

 

 

 

 

 

 

PROPERTY AND EQUIPMENT, NET

 

 

1,706

 

 

 

1,706

 

 

 

1,706

 

RIGHT-OF-USE ASSET

 

 

98,000

 

 

 

—  

 

 

 

—  

 

INTANGIBLE ASSETS, NET

 

 

2,624,205

 

 

 

2,869,432

 

 

 

3,114,659

 

DEBT ISSUANCE COSTS

 

 

100,000

 

 

 

—  

 

 

 

—  

 

PRE-ACQUISITION COSTS

 

 

755,382

 

 

 

—  

 

 

 

—  

 

DEPOSITS

 

 

505,253

 

 

 

5,253

 

 

 

5,253

 

 

 

 

 

 

 

 

 

 

 

 

 

 

TOTAL ASSETS

 

$

6,382,988

 

 

$

3,079,429

 

 

$

3,234,619

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' DEFICIT

 

 

 

 

 

 

 

 

 

 

 

 

CURRENT LIABILITIES

 

 

 

 

 

 

 

 

 

 

 

 

Accounts payable and accrued expenses

 

$

3,939,808

 

 

$

2,808,299

 

 

$

2,879,783

 

Accrued compensation and related liabilities

 

 

1,469,100

 

 

 

2,003,482

 

 

 

1,652,143

 

Accrued interest

 

 

1,553,470

 

 

 

1,211,150

 

 

 

967,545

 

Lease liabilities

 

 

98,000

 

 

 

—  

 

 

 

—  

 

Notes payable

 

 

1,369,856

 

 

 

1,369,856

 

 

 

1,369,856

 

Convertible notes payable

 

 

697,000

 

 

 

697,000

 

 

 

697,000

 

Derivative liability

 

 

14,536,000

 

 

 

—  

 

 

 

—  

 

Total Current Liabilities

 

 

23,663,234

 

 

 

8,089,787

 

 

 

7,566,327

 

 

 

 

 

 

 

 

 

 

 

 

 

 

LONG-TERM LIABILITIES

 

 

 

 

 

 

 

 

 

 

 

 

Convertible notes payable

 

 

1,000,000

 

 

 

—  

 

 

 

—  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

TOTAL LIABILITIES

 

 

24,663,234

 

 

 

8,089,787

 

 

 

7,566,327

 

 

 

 

 

 

 

 

 

 

 

 

 

 

STOCKHOLDERS' DEFICIT

 

 

 

 

 

 

 

 

 

 

 

 

Series A preferred stock

 

 

13

 

 

 

13

 

 

 

13

 

Common stock

 

 

341,529

 

 

 

341,529

 

 

 

341,529

 

Additional paid-in capital

 

 

31,179,041

 

 

 

30,669,220

 

 

 

30,599,931

 

Accumulated deficit

 

 

(49,800,829

)

 

 

(36,021,120

)

 

 

(35,273,181

)

Total Stockholders' Deficit

 

 

(18,280,246

)

 

 

(5,010,358

)

 

 

(4,331,708

)

 

 

 

 

 

 

 

 

 

 

 

 

 

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT

 

$

6,382,988

 

 

$

3,079,429

 

 

$

3,234,619

 

 


F-37


 

GLOBAL CLEAN ENERGY HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Unaudited)

 

 

 

As of June 30,

 

 

2016

ASSETS

 

 

 

 

CURRENT ASSETS

 

 

 

 

Cash and cash equivalents

 

$

12,205

 

Accounts receivable

 

 

62,924

 

Inventory

 

 

24,431

 

Other current assets

 

 

—  

 

Total Current Assets

 

 

99,560

 

 

 

 

 

 

PROPERTY AND EQUIPMENT, NET

 

 

5,453

 

RIGHT-OF-USE ASSET

 

 

—  

 

INTANGIBLE ASSETS, NET

 

 

3,359,885

 

OTHER NONCURRENT ASSETS

 

 

2,626

 

 

 

 

 

 

TOTAL ASSETS

 

$

3,467,524

 

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ DEFICIT

 

 

 

 

CURRENT LIABILITIES

 

 

 

 

Accounts payable and accrued expenses

 

$

3,011,834

 

Accrued compensation and related liabilities

 

 

1,228,969

 

Accrued interest

 

 

633,173

 

Notes Payable

 

 

1,369,856

 

Convertible notes payable

 

 

697,000

 

Derivative liability

 

 

—  

 

Total Current Liabilities

 

 

6,940,832

 

 

 

 

 

 

LONG-TERM LIABILITIES

 

 

 

 

Accrued interest payable

 

 

—  

 

Accrued return on non-controlling interest

 

 

—  

 

Mortgage notes payable

 

 

—  

 

Total Long-Term Liabilities

 

 

—  

 

 

 

 

 

 

TOTAL LIABILITIES

 

 

 

 

 

 

 

6,940,832

 

STOCKHOLDERS’ DEFICIT

 

 

 

 

Series A preferred stock

 

 

13

 

Common stock

 

 

341,529

 

Additional paid-in capital

 

 

30,564,371

 

Accumulated deficit

 

 

(34,379,221

)

Accumulated other comprehensive income

 

 

—  

 

Total Stockholders' Deficit

 

 

(3,473,308

)

Noncontrolling interests

 

 

—  

 

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT

 

$

3,467,524

 

 


F-38


 

GLOBAL CLEAN ENERGY HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

 

 

 

For the three months ended June 30,

 

 

2019

 

2018

 

2017

 

 

 

 

 

 

 

Revenue

 

$

—  

 

 

$

—  

 

 

$

109,539

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating Expenses

 

 

 

 

 

 

 

 

 

 

 

 

General and Administrative

 

 

937,765

 

 

 

135,178

 

 

 

179,566

 

Amortization of intangible assets

 

 

61,306

 

 

 

61,306

 

 

 

61,306

 

Preliminary stage acquisition costs

 

 

82,693

 

 

 

—  

 

 

 

—  

 

Total Operating Expenses

 

 

1,081,764

 

 

 

196,484

 

 

 

240,872

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating Loss

 

 

(1,081,764

)

 

 

(196,484

)

 

 

(131,333

)

 

 

 

 

 

 

 

 

 

 

 

 

 

Other Income (Expense)

 

 

 

 

 

 

 

 

 

 

 

 

Other Income (Expenses)

 

 

—  

 

 

 

—  

 

 

 

28,279

 

Interest expense, net

 

 

(89,546

)

 

 

(80,632

)

 

 

(152,553

)

Gain on settlement of liabilities

 

 

—  

 

 

 

—  

 

 

 

—  

 

Change in fair value derivative and finance

 

 

—  

 

 

 

—  

 

 

 

—  

 

charges related to derivative liability

 

 

1,318,000

 

 

 

—  

 

 

 

—  

 

Other Income (Expense), Net

 

 

1,228,454

 

 

 

(80,632

)

 

 

(124,274

)

 

 

 

 

 

 

 

 

 

 

 

 

 

Net (Loss)/Income

 

$

149,690

 

 

$

(277,116

)

 

$

(255,607

)

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted Loss per Common Share:

 

 

 

 

 

 

 

 

 

 

 

 

Net Loss per Common Share

 

$

(0.00

)

 

$

0.00

 

 

$

(0.00

)

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted Weighted-Average Common Shares Outstanding

 

 

341,546,009

 

 

 

341,529,434

 

 

 

341,529,434

 

 


F-39


 

GLOBAL CLEAN ENERGY HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

 

 

 

For the three months ended June 30,

 

 

2016

 

 

 

Revenue

 

$

79,583

 

 

 

 

 

 

Operating Expenses

 

 

—  

 

General and Administrative

 

 

401,838

 

Other Operating

 

 

—  

 

Total Operating Expenses

 

 

401,838

 

 

 

 

 

 

Operating Loss

 

 

(322,255

)

 

 

 

 

 

Other Income (Expense)

 

 

 

 

Other Income (Expense)

 

 

67,349

 

Interest expense, net

 

 

(138,770

)

Gain on settlement of liabilities

 

 

537,612

 

Change in fair value derivative

 

 

—  

 

Foreign currency transaction gain (loss)

 

 

106,563

 

Total Other Income (Expense), Net

 

 

572,753

 

 

 

 

 

 

Loss from Continuing Operations

 

 

250,498

 

 

 

 

 

 

Loss from Discontinued Operations

 

 

—  

 

 

 

 

 

 

Net (Loss)/Income

 

$

250,498

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted Loss per Common Share:

 

 

 

 

Net Loss per Common Share

 

$

(0.00

)

 

 

 

 

 

Basic and diluted Weighted-Average Common Shares Outstanding

 

 

341,529,434

 

 


F-40


 

GLOBAL CLEAN ENERGY HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

 

 

 

For the six months ended June 30,

 

 

2019

 

2018

 

2017

 

 

 

 

 

 

 

Revenue

 

$

—  

 

 

$

—  

 

 

$

159,873

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating Expenses

 

 

 

 

 

 

 

 

 

 

 

 

General and Administrative

 

 

1,065,342

 

 

 

261,842

 

 

 

396,434

 

Amortization of intangible assets

 

 

122,613

 

 

 

122,613

 

 

 

122,613

 

Preliminary stage acquisition costs

 

 

1,016,936

 

 

 

—  

 

 

 

—  

 

Total Operating Expenses

 

 

3,104,891

 

 

 

384,455

 

 

 

519,047

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating Loss

 

 

(3,104,891

)

 

 

(384,455

)

 

 

(359,174

)

 

 

 

 

 

 

 

 

 

 

 

 

 

Other Income (Expense)

 

 

 

 

 

 

 

 

 

 

 

 

Other Income (Expense)

 

 

—  

 

 

 

425,000

 

 

 

28,279

 

Interest expense, net

 

 

(180,075

)

 

 

(161,263

)

 

 

(229,856

)

Gain on settlement of liabilities

 

 

—  

 

 

 

—  

 

 

 

—  

 

Change in fair value derivative and finance charges related to derivative liability

 

 

(2,619,000

)

 

 

—  

 

 

 

—  

 

Other Income (Expense), Net

 

 

(2,799,075

)

 

 

263,737

 

 

 

(201,577

)

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Loss

 

$

(5,903,966

)

 

$

(120,718

)

 

$

(560,751

)

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted Loss per Common Share:

 

 

 

 

 

 

 

 

 

 

 

 

Net Loss per Common Share

 

$

(0.02

)

 

$

(0.00

)

 

$

(0.00

)

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted Weighted-Average Common Shares Outstanding

 

 

341,546,009

 

 

 

341,529,434

 

 

 

341,529,434

 

 


F-41


 

GLOBAL CLEAN ENERGY HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

 

 

 

For the six months ended June 30,

 

 

2016

 

 

 

Revenue

 

$

201,230

 

 

 

 

 

 

Operating Expenses

 

 

 

 

General and Administrative

 

 

855,898

 

Other operating

 

 

—  

 

Total Operating Expenses

 

 

855,899

 

 

 

 

 

 

Operating Loss

 

 

(654,668

)

 

 

 

 

 

Other Income (Expense)

 

 

 

 

Other Income (Expense)

 

 

54,528

 

Interest expense, net

 

 

(212,287

)

Gain on settlement of liabilities

 

 

537,612

 

Change in fair value derivative

 

 

—  

 

Foreign currency transaction gain (loss)

 

 

105,563

 

Total Other Income (Expense), Net

 

 

486,416

 

 

 

 

 

 

Net Loss

 

$

(168,252

)

 

 

 

 

 

Basic and diluted Loss per Common Share:

 

 

 

 

Net Loss per Common Share

 

$

(0.00

)

 

 

 

 

 

Basic and diluted Weighted-Average Common Shares Outstanding

 

 

341,149,556

 

 

 

 

 

 

Statement of Comprehensive Income

 

 

 

 

Net Loss

 

$

(168,252

)

Other comprehensive loss-foreign currency translation adjustment

 

 

—  

 

Comprehensive Loss

 

$

(168,252

)

 


F-42


 

GLOBAL CLEAN ENERGY HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

 

 

 

For the three months ended June 30,

 

 

2019

 

2018

 

2017

Operating Activities:

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

$

146,690

 

 

$

(277,116

)

 

$

(255,607

)

Adjustments to reconcile net loss to net cash

 

 

 

 

 

 

 

 

 

 

 

 

 used in operating activities:

 

 

 

 

 

 

 

 

 

 

 

 

Gain on settlement of liabilities

 

 

—  

 

 

 

—  

 

 

 

—  

 

Share-based compensation

 

 

460,395

 

 

 

59,041

 

 

 

—  

 

Depreciation and amortization

 

 

61,307

 

 

 

61,306

 

 

 

61,306

 

Change in fair value of derivative liability

 

 

(1,318,000

)

 

 

—  

 

 

 

—  

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

Accounts receivable

 

 

—  

 

 

 

—  

 

 

 

(25,081

)

Inventory

 

 

—  

 

 

 

—  

 

 

 

—  

 

Accounts payable and accrued expenses

 

 

23,444

 

 

 

(46,189

)

 

 

42,429

 

Accrued compensation and related liabilities

 

 

—  

 

 

 

(2,549

)

 

 

26,944

 

Interest payable

 

 

90,529

 

 

 

80,631

 

 

 

151,743

 

Other Operating Activities

 

 

—  

 

 

 

—  

 

 

 

—  

 

Net Cash Used in Operating Activities

 

 

(535,635

)

 

 

(124,876

)

 

 

1,734

 

Investing Activities:

 

 

 

 

 

 

 

 

 

 

 

 

Pre-acquisition costs and deposits

 

 

(1,255,382

)

 

 

—  

 

 

 

—  

 

Cash received from derivative forward contract

 

 

—  

 

 

 

—  

 

 

 

—  

 

Net Cash Used in Investing Activities

 

 

(1,255,382

)

 

 

—  

 

 

 

—  

 

Financing Activities:

 

 

 

 

 

 

 

 

 

 

 

 

Debt issuance costs

 

 

(100,000

)

 

 

—  

 

 

 

—  

 

Proceeds from exercise of stock options

 

 

—  

 

 

 

—  

 

 

 

—  

 

Net Cash Used in Financing Activities

 

 

(100,000

)

 

 

—  

 

 

 

—  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net change in Cash and Cash Equivalents

 

 

(1,891,017

)

 

 

(124,876

)

 

 

1,734

 

Cash and Cash Equivalents at Beginning of Period

 

 

4,166,517

 

 

 

285,890

 

 

 

63,244

 

Cash and Cash Equivalents at End of Period

 

$

2,275,500

 

 

$

161,014

 

 

$

64,978

 

 


F-43


 

GLOBAL CLEAN ENERGY HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

 

 

 

For the three months ended June 30,

 

 

2016

Operating Activities:

 

 

 

 

Net loss

 

$

250,498

 

Adjustments to reconcile net loss to net cash

 

 

 

 

 used in operating activities:

 

 

 

 

Foreign currency transaction gain

 

 

—  

 

Gain on settlement of liabilities

 

 

(255,752

)

Share-based compensation

 

 

4,606

 

Write-down of long lived assets

 

 

—  

 

Depreciation and amortization

 

 

62,933

 

Amortization of debt discount

 

 

—  

 

Change in fair value of derivative

 

 

(106,000

)

Changes in operating assets and liabilities:

 

 

 

 

Accounts receivable

 

 

(52,764

)

Inventory

 

 

1,490

 

Accounts payable and accrued expenses

 

 

(179,963

)

Accrued compensation and related liabilities

 

 

104,566

 

Interest payable

 

 

178,144

 

Other Operating Activities

 

 

—  

 

Other noncurrent assets

 

 

—  

 

Other current assets

 

 

41,306

 

Net Cash Used in Operating Activities

 

 

49,063

 

Investing Activities:

 

 

 

 

Plantation developments costs

 

 

 

 

Net Cash Used in Investing Activities

 

 

—  

 

Financing Activities:

 

 

 

 

Proceeds from issuance of preferred membership in GCE Mexico I, LLC

 

 

—  

 

Net Cash Provided by Financing Activities

 

 

—  

 

Cash Flows of discontinued operations:

 

 

 

 

Operating cash flows

 

 

64,257

 

Investing cash flows

 

 

—  

 

Financing cash flows (including cash at year-end)

 

 

—  

 

Net Cash flows from discontinued operations

 

 

64,257

 

 

 

 

 

 

Effect of exchange rate changes on cash

 

 

(103,371

)

 

 

 

 

 

Net change in Cash and Cash Equivalents

 

 

9,949

 

Cash and Cash Equivalents at Beginning of Period

 

 

2,256

 

Cash and Cash Equivalents at End of Period

 

$

12,205

 

 


F-44


 

GLOBAL CLEAN ENERGY HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

 

 

 

For the six months ended June 30,

 

 

2019

 

2018

 

2017

Operating Activities:

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

$

(5,903,966

)

 

$

(120,718

)

 

$

(560,751

)

Adjustments to reconcile net loss to net cash used in operating activities:

 

 

 

 

 

 

 

 

 

 

 

 

Gain on settlement of liabilities

 

 

—  

 

 

 

—  

 

 

 

—  

 

Share-based compensation

 

 

503,403

 

 

 

69,289

 

 

 

35,560

 

Depreciation and amortization

 

 

122,613

 

 

 

122,613

 

 

 

122,613

 

Change in fair value of derivative liability

 

 

2,619,000

 

 

 

—  

 

 

 

—  

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

Accounts receivable

 

 

—  

 

 

 

—  

 

 

 

87,173

 

Inventory

 

 

—  

 

 

 

—  

 

 

 

—  

 

Accounts payable and accrued expenses

 

 

882,307

 

 

 

(72,616

)

 

 

74,559

 

Accrued compensation and related liabilities

 

 

(21

)

 

 

(2,549

)

 

 

53,889

 

Interest payable

 

 

181,057

 

 

 

161,262

 

 

 

229,771

 

Other Operating Activities

 

 

—  

 

 

 

—  

 

 

 

—  

 

Net Cash Used in Operating Activities

 

 

(1,595,607

)

 

 

157,281

 

 

 

42,814

 

Investing Activities:

 

 

 

 

 

 

 

 

 

 

 

 

Pre-acquisition costs and deposits

 

 

(1,255,382

)

 

 

—  

 

 

 

—  

 

Net Cash Used in Investing Activities

 

 

(1,255,382

)

 

 

—  

 

 

 

—  

 

Financing Activities:

 

 

 

 

 

 

 

 

 

 

 

 

Debt issuance costs

 

 

(100,000

)

 

 

—  

 

 

 

—  

 

Proceeds from exercise of stock options

 

 

—  

 

 

 

—  

 

 

 

—  

 

Net Cash Used in Financing Activities

 

 

(100,000

)

 

 

—  

 

 

 

—  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net change in Cash and Cash Equivalents

 

 

(2,950,989

)

 

 

157,281

 

 

 

42,814

 

Cash and Cash Equivalents at Beginning of Period

 

 

5,226,489

 

 

 

3,733

 

 

 

22,164

 

Cash and Cash Equivalents at End of Period

 

$

2,275,500

 

 

$

161,014

 

 

$

64,978

 

 


F-45


 

GLOBAL CLEAN ENERGY HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

 

 

 

For the six months ended June 30,

 

 

2016

Operating Activities:

 

 

 

 

Net loss

 

$

(168,252

)

Adjustments to reconcile net loss to net cash used in operating activities:

 

 

 

 

Foreign currency transaction gain

 

 

—  

 

Gain on settlement of liabilities

 

 

(255,752

)

Share-based compensation

 

 

31,311

 

Depreciation and amortization

 

 

125,029

 

Amortization of debt discount

 

 

—  

 

Change in fair value of derivative

 

 

(106,000

)

Changes in operating assets and liabilities:

 

 

 

 

Accounts receivable

 

 

(52,764

)

Inventory

 

 

2,113

 

Accounts payable and accrued expenses

 

 

(29,778

)

Accrued compensation and related liabilities

 

 

104,566

 

Interest payable

 

 

178,144

 

Other current assets

 

 

36,846

 

Other noncurrent assets

 

 

—  

 

Net Cash Used in Operating Activities

 

 

(134,538

)

Investing Activities:

 

 

 

 

Plantation developments costs

 

 

—  

 

Net Cash Used in Investing Activities

 

 

—  

 

Financing Activities:

 

 

 

 

Proceeds from issuance of preferred membership in GCE Mexico I, LLC

 

 

—  

 

Net Cash Provided by Financing Activities

 

 

—  

 

Cash Flows of discontinued operations:

 

 

 

 

Operating cash flows

 

 

218,015

 

Investing cash flows

 

 

—  

 

Financing cash flows (including cash at year-end)

 

 

—  

 

Net Cash flows from discontinued operations

 

 

218,015

 

 

 

 

 

 

Effect of exchange rate changes on cash

 

 

(105,976

 

 

 

 

 

Net change in Cash and Cash Equivalents

 

 

(22,499

)

Cash and Cash Equivalents at Beginning of Period

 

 

34,704

 

Cash and Cash Equivalents at End of Period

 

$

12,205

 

 


F-46


 

GLOBAL CLEAN ENERGY HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Unaudited)

 

 

 

As of September 30,

 

 

2019

 

2018

 

2017

ASSETS

 

 

 

 

 

 

CURRENT ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

217,214

 

 

$

57,414

 

 

$

70,996

 

Accounts receivable

 

 

—  

 

 

 

19,082

 

 

 

—  

 

Inventory

 

 

22,942

 

 

 

22,942

 

 

 

22,942

 

Total Current Assets

 

 

240,156

 

 

 

99,438

 

 

 

93,938

 

 

 

 

 

 

 

 

 

 

 

 

 

 

PROPERTY AND EQUIPMENT, NET

 

 

1,706

 

 

 

1,706

 

 

 

1,706

 

RIGHT-OF-USE ASSET

 

 

89,911

 

 

 

—  

 

 

 

—  

 

INTANGIBLE ASSETS, NET

 

 

2,562,899

 

 

 

2,808,125

 

 

 

3,053,352

 

DEBT ISSUANCE COSTS

 

 

250,000

 

 

 

—  

 

 

 

—  

 

PRE-ACQUISITION COSTS

 

 

1,861,481

 

 

 

—  

 

 

 

—  

 

DEPOSITS

 

 

1,005,253

 

 

 

5,253

 

 

 

5,253

 

 

 

 

 

 

 

 

 

 

 

 

 

 

TOTAL ASSETS

 

$

6,011,406

 

 

$

2,914,522

 

 

$

3,154,249

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' DEFICIT

 

 

 

 

 

 

 

 

 

 

 

 

CURRENT LIABILITIES

 

 

 

 

 

 

 

 

 

 

 

 

Accounts payable and accrued expenses

 

$

3,779,971

 

 

$

2,832,289

 

 

$

2,944,450

 

Accrued compensation and related liabilities

 

 

1,469,100

 

 

 

2,003,482

 

 

 

1,679,087

 

Accrued interest

 

 

1,643,998

 

 

 

1,291,782

 

 

 

1,008,717

 

Lease liabilities

 

 

90,083

 

 

 

—  

 

 

 

—  

 

Notes payable

 

 

1,369,856

 

 

 

1,369,856

 

 

 

1,369,856

 

Convertible notes payable

 

 

1,697,000

 

 

 

697,000

 

 

 

697,000

 

Derivative liability

 

 

14,130,000

 

 

 

—  

 

 

 

—  

 

Total Current Liabilities

 

 

24,180,008

 

 

 

8,194,409

 

 

 

7,699,110

 

 

 

 

 

 

 

 

 

 

 

 

 

 

LONG-TERM LIABILITIES

 

 

 

 

 

 

 

 

 

 

 

 

Convertible notes payable

 

 

—  

 

 

 

—  

 

 

 

—  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

TOTAL LIABILITIES

 

 

24,180,008

 

 

 

8,194,409

 

 

 

7,699,110

 

 

 

 

 

 

 

 

 

 

 

 

 

 

STOCKHOLDERS' DEFICIT

 

 

 

 

 

 

 

 

 

 

 

 

Series A preferred stock

 

 

13

 

 

 

13

 

 

 

13

 

Common stock

 

 

344,029

 

 

 

341,529

 

 

 

341,529

 

Additional paid-in capital

 

 

31,216,468

 

 

 

30,669,220

 

 

 

30,599,931

 

Accumulated deficit

 

 

(49,729,112

)

 

 

(36,290,649

)

 

 

(35,486,334

)

Total Stockholders' Deficit

 

 

(18,168,602

)

 

 

(5,279,887

)

 

 

(4544,861

)

 

 

 

 

 

 

 

 

 

 

 

 

 

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT

 

$

6,011,406

 

 

$

2,914,522

 

 

$

3,154,249

 

 


F-47


 

GLOBAL CLEAN ENERGY HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Unaudited)

 

 

 

As of September 30,

 

 

2016

ASSETS

 

 

 

 

CURRENT ASSETS

 

 

 

 

Cash and cash equivalents

 

$

17,179

 

Accounts receivable

 

 

87,589

 

Inventory

 

 

23,686

 

Other current assets

 

 

—  

 

Total Current Assets

 

 

128,454

 

 

 

 

 

 

PROPERTY AND EQUIPMENT, NET

 

 

3,812

 

RIGHT-OF-USE ASSET

 

 

—  

 

INTANGIBLE ASSETS, NET

 

 

3,298,578

 

OTHER NONCURRENT ASSETS

 

 

5,253

 

 

 

 

 

 

TOTAL ASSETS

 

$

3,436,097

 

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' DEFICIT

 

 

 

 

CURRENT LIABILITIES

 

 

 

 

Accounts payable and accrued expenses

 

$

2,917,748

 

Accrued compensation and related liabilities

 

 

1,283,056

 

Accrued interest

 

 

685,474

 

Notes Payable

 

 

1,369,856

 

Convertible notes payable

 

 

697,000

 

Derivative liability

 

 

—  

 

Total Current Liabilities

 

 

6,953,134

 

 

 

 

 

 

LONG-TERM LIABILITIES

 

 

 

 

Accrued interest payable

 

 

—  

 

Accrued return on non-controlling interest

 

 

—  

 

Mortgage notes payable

 

 

—  

 

Total Long-Term Liabilities

 

 

6,953,134

 

 

 

 

 

 

TOTAL LONG-TERM LIABILITIES

 

 

6,953,134

 

 

 

 

 

 

STOCKHOLDERS' DEFICIT

 

 

 

 

Series A preferred stock

 

 

13

 

Common stock

 

 

341,529

 

Additional paid-in capital

 

 

30,564,371

 

Accumulated deficit

 

 

(34,422,950

)

Accumulated other comprehensive income

 

 

—  

 

Total Stockholders' Deficit

 

 

(3,517,037

)

Noncontrolling interests

 

 

—  

 

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT

 

$

3,436,097

 

 


F-48


 

GLOBAL CLEAN ENERGY HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

 

 

 

For the three months ended September 30,

 

 

2019

 

2018

 

2017

 

 

 

 

 

 

 

Revenue

 

$

—  

 

 

$

—  

 

 

$

179,288

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating Expenses

 

 

 

 

 

 

 

 

 

 

 

 

General and Administrative

 

 

126,509

 

 

 

127,591

 

 

 

289,158

 

Amortization of intangible assets

 

 

61,307

 

 

 

61,307

 

 

 

61,307

 

Preliminary stage acquisition costs

 

 

106,381

 

 

 

—  

 

 

 

—  

 

Total Operating Expenses

 

 

294,197

 

 

 

188,898

 

 

 

350,465

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating Loss

 

 

(294,197

)

 

 

(188,898

)

 

 

(171,177

)

 

 

 

 

 

 

 

 

 

 

 

 

 

Other Income (Expense)

 

 

 

 

 

 

 

 

 

 

 

 

Other Income (Expense)

 

 

—  

 

 

 

—  

 

 

 

—  

 

Interest expense, net

 

 

(89,401

)

 

 

(80,631

)

 

 

(41,976

)

Gain on settlement of liabilities

 

 

—  

 

 

 

—  

 

 

 

—  

 

Change in fair value derivative and finance

 

 

—  

 

 

 

—  

 

 

 

—  

 

charges related to derivative liability

 

 

406,000

 

 

 

—  

 

 

 

—  

 

Other Income (Expense), Net

 

 

316,599

 

 

 

(80,631

)

 

 

(41,976

)

 

 

 

 

 

 

 

 

 

 

 

 

 

Net (Loss)/Income

 

$

22,402

 

 

$

(269,529

)

 

$

(213,153

)

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted Loss per Common Share:

 

 

 

 

 

 

 

 

 

 

 

 

Net Loss per Common Share

 

$

(0.00

)

 

$

(0.00

)

 

$

(0.00

)

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted Weighted-Average Common Shares Outstanding

 

 

341,529,434

 

 

 

341,529,434

 

 

 

341,529,434

 

 

 


F-49


 

GLOBAL CLEAN ENERGY HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

 

 

 

For the three months ended September 30,

 

 

2016

 

 

 

Revenue

 

$

117,087

 

 

 

 

 

 

Operating Expenses

 

 

 

 

General and Administrative

 

 

150,299

 

Other Operating

 

 

—  

 

Total Operating Expenses

 

 

150,299

 

 

 

 

 

 

Operating Loss

 

 

(33,212

)

 

 

 

 

 

Other Income (Expense)

 

 

 

 

Other Income (Expense)

 

 

3,635

 

Interest expense, net

 

 

(14,152

)

Gain on settlement of liabilities

 

 

—  

 

Change in fair value derivative

 

 

—  

 

Foreign currency transaction gain (loss)

 

 

—  

 

Total Other Income (Expense), Net

 

 

(10,517

)

 

 

 

 

 

Loss from Continuing Operations

 

 

(43,729

)

 

 

 

 

 

Loss from Discontinued Operations

 

 

—  

 

 

 

 

 

 

Net Loss

 

$

(43,729

)

 

 

 

 

 

Basic and diluted Loss per Common Share:

 

 

 

 

Net Loss per Common Share

 

$

(0.00

)

 

 

 

 

 

Basic and diluted Weighted-Average Common Shares Outstanding

 

 

341,529,454

 

 

 

 

 

 

Statement of Comprehensive Income

 

 

 

 

Net Loss

 

$

(43,729

)

Other comprehensive income (loss)-foreign currency translation adjustment

 

 

—  

 

Comprehensive Loss

 

$

(43,729

)

 


F-50


 

GLOBAL CLEAN ENERGY HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

 

 

 

For the nine months ended September 30,

 

 

2019

 

2018

 

2017

 

 

 

 

 

 

 

Revenue

 

$

—  

 

 

$

—  

 

 

$

339,161

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating Expenses

 

 

 

 

 

 

 

 

 

 

 

 

General and Administrative

 

 

2,091,851

 

 

 

389,433

 

 

 

685,592

 

Amortization of intangible assets

 

 

183,920

 

 

 

183,920

 

 

 

183,920

 

Preliminary stage acquisition costs

 

 

1,123,317

 

 

 

—  

 

 

 

—  

 

Total Operating Expenses

 

 

3,399,088

 

 

 

573,353

 

 

 

869,512

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating Loss

 

 

(3,399,088

)

 

 

(573,353

)

 

 

(530,351

)

 

 

 

 

 

 

 

 

 

 

 

 

 

Other Income (Expense)

 

 

 

 

 

 

 

 

 

 

 

 

Other Income (Expense)

 

 

—  

 

 

 

425,000

 

 

 

28,279

 

Interest expense, net

 

 

(269,476

)

 

 

(241,894

)

 

 

(271,832

)

Gain on settlement of liabilities

 

 

—  

 

 

 

—  

 

 

 

—  

 

Change in fair value derivative and finance

 

 

—  

 

 

 

—  

 

 

 

—  

 

charges related to derivative liability

 

 

(2,213,000

)

 

 

—  

 

 

 

—  

 

Other Income (Expense), Net

 

 

(2,482,476

)

 

 

(183,106

)

 

 

(243,553

)

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Loss

 

$

(5,881,564

)

 

$

(390,247

)

 

$

(773,904

)

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted Loss per Common Share:

 

 

 

 

 

 

 

 

 

 

 

 

Net Loss per Common Share

 

$

(0.02

)

 

$

(0.00

)

 

$

(0.00

)

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted Weighted-Average Common Shares Outstanding

 

 

342,208,921

 

 

 

341,529,434

 

 

 

341,529,434

 

 


F-51


 

GLOBAL CLEAN ENERGY HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

 

 

 

For the nine months ended September 30,

 

 

2016

 

 

 

Revenue

 

$

318,317

 

 

 

 

 

 

Operating Expenses

 

 

 

 

General and Administrative

 

 

1,006,197

 

Other Operating

 

 

—  

 

Total Operating Expenses

 

 

1,006,197

 

 

 

 

 

 

Operating Loss

 

 

(687,880

)

 

 

 

 

 

Other Income (Expense)

 

 

 

 

Other Income (Expense)

 

 

58,163

 

Interest expense, net

 

 

(226,439

)

Gain on settlement of liabilities

 

 

537,612

 

Change in fair value derivative

 

 

—  

 

Foreign currency transaction gain (loss)

 

 

106,563

 

Total Other Income (Expense), Net

 

 

475,899

 

 

 

 

 

 

Net Loss

 

$

(211,981

)

 

 

 

 

 

 

 

 

 

 

Basic and diluted Loss per Common Share:

 

 

 

 

Net Loss per Common Share

 

$

(0.00

)

 

 

 

 

 

Basic and diluted Weighted-Average Common Shares Outstanding

 

 

341,529,454

 

 

 

 

 

 

 

 

 

 

 

Statement of Comprehensive Income

 

 

 

 

Net Loss

 

$

(211,981

)

Other comprehensive income (loss)-foreign currency translation adjustment

 

 

—  

 

Comprehensive Loss

 

$

(211,981

)

 


F-52


 

GLOBAL CLEAN ENERGY HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

 

 

 

For the three months ended September 30,

 

 

2019

 

2018

 

2017

Operating Activities:

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

$

22,402

 

 

$

(269,529

)

 

$

(213,153

)

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjustments to reconcile net loss to net cash used in operating activities:

 

 

 

 

 

 

 

 

 

 

 

 

Gain on settlement of liabilities

 

 

—  

 

 

 

—  

 

 

 

—  

 

Share-based compensation

 

 

71,742

 

 

 

—  

 

 

 

—  

 

Depreciation and amortization

 

 

61,306

 

 

 

61,307

 

 

 

61,307

 

Change in fair value of derivative liability

 

 

(406,000

)

 

 

—  

 

 

 

—  

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

Accounts receivable

 

 

—  

 

 

 

—  

 

 

 

25,081

 

Inventory

 

 

—  

 

 

 

—  

 

 

 

—  

 

Accounts payable and accrued expenses

 

 

(159,665

)

 

 

23,990

 

 

 

64,667

 

Accrued compensation and related liabilities

 

 

—  

 

 

 

—  

 

 

 

26,944

 

Interest payable

 

 

90,528

 

 

 

80,632

 

 

 

41,171

 

Other Operating Activities

 

 

—  

 

 

 

—  

 

 

 

—  

 

Net Cash Used in Operating Activities

 

 

(319,687

)

 

 

(103,600

)

 

 

6,018

 

Investing Activities:

 

 

 

 

 

 

 

 

 

 

 

 

Pre-acquisition costs and deposits

 

 

(1,606,099

)

 

 

—  

 

 

 

—  

 

Cash received from derivative forward contract

 

 

—  

 

 

 

—  

 

 

 

—  

 

Net Cash Used in Investing Activities

 

 

(1,606,099

)

 

 

—  

 

 

 

—  

 

Financing Activities:

 

 

 

 

 

 

 

 

 

 

 

 

Debt issuance costs

 

 

(150,000

)

 

 

—  

 

 

 

—  

 

Proceeds from exercise of stock options

 

 

17,500

 

 

 

—  

 

 

 

—  

 

Net Cash Used in Financing Activities

 

 

132,500

 

 

 

—  

 

 

 

—  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net change in Cash and Cash Equivalents

 

 

(2,058,286

)

 

 

(103,599

)

 

 

6,018

 

Cash and Cash Equivalents at Beginning of Period

 

 

2,275,500

 

 

 

161,014

 

 

 

64,978

 

Cash and Cash Equivalents at End of Period

 

$

217,214

 

 

$

57,415

 

 

$

70,996

 

 


F-53


 

GLOBAL CLEAN ENERGY HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

 

 

 

For the three months ended September 30,

 

 

2016

Operating Activities:

 

 

 

 

Net loss

 

$

(43,729

)

Adjustments to reconcile net loss to net cash used in operating activities:

 

 

 

 

Foreign currency transaction gain

 

 

—  

 

Gain on settlement of liabilities

 

 

—  

 

Share-based compensation

 

 

—  

 

Write-down of long lived assets

 

 

—  

 

Loss on disposal of fixed assets

 

 

—  

 

Depreciation and amortization

 

 

62,947

 

Amortization of debt discount

 

 

—  

 

Change in fair value of derivative

 

 

—  

 

Changes in operating assets and liabilities:

 

 

 

 

Accounts receivable

 

 

(24,665

)

Inventory

 

 

(745

)

Accounts payable and accrued expenses

 

 

(94,086

)

Accrued compensation and related liabilities

 

 

54,087

 

Interest payable

 

 

52,301

 

Other Operating Activities

 

 

—  

 

Other current assets

 

 

(2,627

)

Other noncurrent assets

 

 

—  

 

Net Cash Used in Operating Activities

 

 

4,974

 

Investing Activities:

 

 

 

 

Plantation developments costs

 

 

—  

 

Proceeds from sale of property and equipment

 

 

—  

 

Net Cash Used in Investing Activities

 

 

—  

 

Financing Activities:

 

 

 

 

Proceeds from issuance of preferred membership in GCE Mexico I, LLC

 

 

—  

 

Net Cash Provided by Financing Activities

 

 

—  

 

Cash Flows of discontinued operations:

 

 

 

 

Operating cash flows

 

 

 

 

Investing cash flows

 

 

—  

 

Financing cash flows (including cash at year-end)

 

 

—  

 

Net Cash flows from discontinued operations

 

 

—  

 

 

 

 

 

 

Effect of exchange rate changes on cash

 

 

—  

 

 

 

 

 

 

Net Change in Cash and Cash Equivalents

 

 

4,974

 

Cash and Cash Equivalents at Beginning of Period

 

 

12,205

 

Cash and Cash Equivalents at End of Period

 

$

17,179

 

 


F-54


 

GLOBAL CLEAN ENERGY HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

 

 

 

For the nine months ended September 30,

 

 

2019

 

2018

 

2017

Operating Activities:

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

$

(5,881,564

)

 

$

(390,247

)

 

$

(773,904

)

Adjustments to reconcile net loss to net cash used in operating activities:

 

 

 

 

 

 

 

 

 

 

 

 

Gain on settlement of liabilities

 

 

—  

 

 

 

—  

 

 

 

—  

 

Share-based compensation

 

 

575,145

 

 

 

69,289

 

 

 

35,560

 

Depreciation and amortization

 

 

183,919

 

 

 

183,920

 

 

 

183,920

 

Change in fair value of derivative liability

 

 

2,213,000

 

 

 

—  

 

 

 

—  

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

Accounts receivable

 

 

—  

 

 

 

—  

 

 

 

112,254

 

Inventory

 

 

—  

 

 

 

—  

 

 

 

—  

 

Accounts payable and accrued expenses

 

 

722,642

 

 

 

(48,626

)

 

 

139,226

 

Accrued compensation and related liabilities

 

 

(21

)

 

 

(2,549

)

 

 

80,833

 

Interest payable

 

 

271,585

 

 

 

241,894

 

 

 

270,943

 

Other Operating Activities

 

 

—  

 

 

 

—  

 

 

 

—  

 

Net Cash Used in Operating Activities

 

 

(1,915,294

)

 

 

53,681

 

 

 

48,832

 

Investing Activities:

 

 

 

 

 

 

 

 

 

 

 

 

Pre-acquisition costs and deposits

 

 

(2,861,481

)

 

 

 

 

 

 

 

 

Net Cash Used in Investing Activities

 

 

(2,861,481

)

 

 

—  

 

 

 

—  

 

Financing Activities:

 

 

 

 

 

 

 

 

 

 

 

 

Debt issuance costs

 

 

(250,000

)

 

 

 

 

 

 

 

 

Proceeds from exercise of stock options

 

 

17,500

 

 

 

—  

 

 

 

—  

 

Net Cash Used in Financing Activities

 

 

(232,500

)

 

 

—  

 

 

 

—  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Change in Cash and Cash Equivalents

 

 

(5,009,275

)

 

 

53,681

 

 

 

48,832

 

Cash and Cash Equivalents at Beginning of Period

 

 

5,226,489

 

 

 

3,733

 

 

 

22,164

 

Cash and Cash Equivalents at End of Period

 

$

217,214

 

 

$

57,414

 

 

$

70,996

 

 


F-55


 

GLOBAL CLEAN ENERGY HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

 

 

 

For the nine months ended September 30,

 

 

2016

Operating Activities:

 

 

 

 

Net loss

 

$

(211,981

)

Adjustments to reconcile net loss to net cash used in operating activities:

 

 

 

 

Foreign currency transaction gain

 

 

—  

 

Gain on settlement of liabilities

 

 

(255,752

)

Share-based compensation

 

 

31,311

 

Write-down of long-lived assets

 

 

—  

 

Loss on disposal of fixed assets

 

 

—  

 

Depreciation and amortization

 

 

187,976

 

Amortization of debt discount

 

 

—  

 

Change in fair value of derivative

 

 

(106,000

)

Changes in operating assets and liabilities:

 

 

 

 

Accounts receivable

 

 

(77,429

)

Inventory

 

 

2,858

 

Accounts payable and accrued expenses

 

 

(123,864

)

Accrued compensation and related liabilities

 

 

158,653

 

Interest payable

 

 

230,445

 

Other current assets

 

 

34,219

 

Other noncurrent assets

 

 

—  

 

Net Cash Used in Operating Activities

 

 

(129,564

)

Investing Activities:

 

 

 

 

Plantation developments costs

 

 

—  

 

Proceeds from sale of property and equipment

 

 

—  

 

Net Cash Used in Investing Activities

 

 

—  

 

Financing Activities:

 

 

 

 

Proceeds from issuance of preferred membership in GCE Mexico I, LLC

 

 

 

 

Net Cash Provided by Financing Activities

 

 

—  

 

Cash Flows of discontinued operations:

 

 

 

 

Operating cash flows

 

 

218,015

 

Investing cash flows

 

 

—  

 

Financing cash flows (including cash at year-end)

 

 

—  

 

Net Cash flows from discontinued operations

 

 

218,015

 

 

 

 

 

 

Effect of exchange rate changes on cash

 

 

(105,976

)

 

 

 

 

 

Net Change in Cash and Cash Equivalents

 

 

(17,525

)

Cash and Cash Equivalents at Beginning of Period

 

 

34,704

 

Cash and Cash Equivalents at End of Period

 

$

17,179

 

 


F-56


 

 

 

PART IV 

 

ITEM 15.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

(a)

 

The following documents are filed as part of this Annual Report:

(1)

 

Financial Statements. Reference is made to the Index to Consolidated Financial Statements of the Company attached hereto following the signature page of the Annual Report.

(2)

 

Financial Statement Schedule. All consolidated financial statement schedules are omitted because they are not applicable or the amounts are immaterial, not required, or the required information is presented in the Consolidated Financial Statements of the Company attached hereto following the signature page of the Annual Report.

(b)

 

The exhibits listed in the Exhibit Index below are filed with, or are incorporated by reference into, this Annual Report on Form 10-K.

 

Exhibit Number

Description

2.1 

Agreement and Plan of Merger regarding the reincorporation of Registrant as a Delaware corporation (incorporated herein by reference to Appendix C to the Registrant’s Definitive Proxy Statement on Schedule 14A filed with the Commission on June 2, 2010).

3.1

Certificate of Incorporation (incorporated herein by reference to Appendix D to the Registrant’s Definitive Proxy Statement on Schedule 14A filed with the Commission on June 2, 2010).

3.2

Bylaws (incorporated herein by reference to Appendix E to the Registrant’s Definitive Proxy Statement on Schedule 14A filed with the Commission on June 2, 2010).

4.1

Specimen stock certificate*

4.2

Description of the Securities of Global Clean Energy Holdings, Inc. Registered Pursuant to Section 12 of the Securities Exchange Act of 1934*

10.1

Office Lease, dated as of February 2, 2014, between Global Clean Energy Holdings, Inc. and Skypark Atrium, LLC (filed as Exhibit 10.9 to the Registrant's Annual Report on Form 10-K filed on March 31, 2015, and incorporated herein by reference)

10.2

First Amendment to Office Lease, dated as of January 15, 2019, between Global Clean Energy Holdings, Inc. and Skypark Atrium, LLC*

10.3

Second Amendment to Lease, dated June 4, 2019, between Global Clean Energy Holdings, Inc. and Skypark Atrium, LLC*

10.4

Global Clean Energy Holdings, Inc. 2010 Equity Incentive Plan (incorporated herein by reference to Appendix B to the Registrant’s Definitive Proxy Statement on Schedule 14A filed with the Commission on June 2, 2010).#



 

10.5

Form of Indemnification Agreement entered into between Registrant and its directors and executive officers*#

10.6

Omitted

10.7

Employment Agreement, dated October 15, 2018, by and between Global Clean Energy Holdings, Inc. and Richard Palmer*#

10.8

Amendment No. 1 to Employment Agreement, dated May 7, 2020, by and between Global Clean Energy Holdings, Inc. and Richard Palmer*#

10.9

Convertible Promissory Note, dated October 16, 2018, issued by Global Clean Energy Holdings, Inc. to Richard Palmer*#

10.10

Employment Agreement, dated January 15, 2019, by and between Global Clean Energy Holdings, Inc. and Noah Verleun*#

10.11

Amendment No. 1 to Employment Agreement, dated May 7, 2020, by and between Global Clean Energy Holdings, Inc. and Noah Verleun*#

10.12

Offer Letter, dated May 17, 2020, by and between Global Clean Energy Holdings, Inc. and Ralph Goehring*#

10.13

Global Clean Energy Holdings, Inc. 2020 Equity Incentive Plan (incorporated herein by reference to Appendix B to the Registrant’s Proxy Statement on Schedule PRE 14A filed with the Commission on July 30, 2020)#

10.14

Form of Stock Option Grant Notice of Global Clean Energy Holdings, Inc. 2020 Equity Incentive Plan*

10.15

Share Purchase Agreement, dated April 29, 2019, by and between Alon Paramount Holdings, Inc. and GCE Holdings Acquisitions, LLC*

10.16

First Amendment to Share Purchase Agreement, dated as of September 27, 2019, by and between Alon Paramount Holdings, Inc. and GCE Holdings Acquisitions, LLC*

10.17

Second Amendment to Share Purchase Agreement, dated as of October 4, 2019, by and between Alon Paramount Holdings, Inc. and GCE Holdings Acquisitions, LLC*

10.18

Third Amendment to Share Purchase Agreement, dated as of October 11, 2019, by and between Alon Paramount Holdings, Inc. and GCE Holdings Acquisitions, LLC*

10.19

Fourth Amendment to Share Purchase Agreement, dated as of October 28, 2019, by and between Alon Paramount Holdings, Inc. and GCE Holdings Acquisitions, LLC*



 

10.20

Fifth Amendment to Share Purchase Agreement, dated as of March 23, 2020, by and between Alon Paramount Holdings, Inc. and GCE Holdings Acquisitions, LLC*

10.21

Sixth Amendment to Share Purchase Agreement, dated as of May 4, 2020, by and between Alon Paramount Holdings, Inc. and GCE Holdings Acquisitions, LLC*

10.22

Control, Operation And Maintenance Agreement, dated May 4, 2020, by and between GCE Operating Company, LLC and BKRF OCB, LLC*

10.23

Call Option Agreement, dated May 7, 2020, by and among Global Clean Energy Holdings, Inc., Alon Paramount Holdings, Inc., and GCE Holdings Acquisitions, LLC*

10.24

Credit Agreement, dated as of May 4, 2020, between BKRF OCB, LLC, BKRF OCP, LLC, and the senior lenders referred to therein*

10.25

Credit Agreement, dated as of May 4, 2020, between BKRF HCB, LLC, BKRF HCP, LLC, and the mezzanine lenders referred to therein*

10.26

Product Offtake Agreement, dated as of April 10, 2019, between ExxonMobil Oil Corporation and GCE Holdings Acquisitions LLC*†

10.27

Engineering, Procurement and Construction Agreement, dated April 30, 2020, between ARB, Inc. and GCE Holdings Acquisitions, LLC*†

10.28

License Agreement, dated October 24, 2018, between Haldor Topsoe A/S and GCE Holdings Acquisitions, LLC*†

21.1

Subsidiaries of Registrant*

23.1

Consent of Hall & Company Certified Public Accountants, Inc.

31.1

Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2

Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1

Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2

Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101

The following financial information from the Annual Report on Form 10-K of Global Clean Energy Holdings, Inc. for the years ended December 31, 2016, 2017, 2018 and 2019, formatted in XBRL (eXtensible Business Reporting Language): (1) Balance Sheets as of December 31, 2016, 2017, 2018 and 2019; (2) Statements of Income for the years ended December 31, 2016, 2017, 2018 and 2019; (3) Statements of Shareholders’ Equity for the years ended December 31, 2016, 2017, 2018 and 2019; (4) Statements of Cash Flows for the years ended December 31, 2016, 2017, 2018 and 2019; and (5) Notes to Financial Statements.

 

*

Filed as an exhibit to the Form 10–K filed with the Commission on October 6, 2020, and incorporated herein by reference.

Certain confidential portions of this Exhibit were omitted by means of marking such portions with an asterisk because the identified confidential portions are (i) not material and (ii) would be competitively harmful if publicly disclosed.

#

Indicates a management contract or compensatory plan or arrangement.

 



 

 

SIGNATURES

In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

GLOBAL CLEAN ENERGY HOLDINGS, INC.

 

November 20, 2020

By: /s/ RALPH GOEHRING  

Ralph Goehring

Vice President Finance and Chief Financial Officer