Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2021 | Nov. 15, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q3 | |
Current Fiscal Year End Date | --12-31 | |
Entity Registrant Name | GLOBAL CLEAN ENERGY HOLDINGS, INC. | |
Entity Central Index Key | 0000748790 | |
Entity File Number | 000-12627 | |
Entity Tax Identification Number | 87-0407858 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 2790 Skypark Drive | |
Entity Address, Address Line Two | Suite 105 | |
Entity Address, City or Town | Torrance | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 90505 | |
City Area Code | 310 | |
Local Phone Number | 641-4234 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 40,063,068 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 16,186,669 | $ 3,370,519 |
Accounts receivable | 0 | 143,823 |
Restricted cash | 2,327,814 | 12,943,222 |
Inventory | 2,477,248 | 846,197 |
Prepaid Expense and Other Assets | 3,377,884 | 5,431,552 |
Total Current Assets | 24,369,615 | 22,735,313 |
RESTRICTED CASH, net of current portion | 25,227,161 | 22,668,984 |
DEBT ISSUANCE COSTS | 1,508,211 | 840,211 |
RIGHT-OF-USE ASSET | 520,552 | 51,611 |
INTANGIBLE ASSETS, NET | 7,197,842 | 4,180,746 |
GOODWILL | 1,355,077 | |
LONG TERM DEPOSITS | 627,589 | 628,382 |
PROPERTY, PLANT AND EQUIPMENT, NET | 275,793,504 | 138,972,675 |
ADVANCES TO CONTRACTORS | 16,256,472 | 16,000,000 |
TOTAL ASSETS | 352,856,023 | 206,077,922 |
CURRENT LIABILITIES | ||
Accounts payable and accrued liabilities | 55,956,303 | 22,597,951 |
Current portion of operating lease obligations | 192,946 | 52,653 |
Notes payable including current portion of long-term debt, net | 17,341,122 | 4,198,113 |
Convertible notes payable | 1,000,000 | 1,697,000 |
Total Current Liabilities | 74,490,371 | 28,545,717 |
LONG-TERM LIABILITIES | ||
Operating lease obligations, net of current portion | 327,978 | |
Mandatorily redeemable equity instruments of subsidiary (Class B Units) | 18,054,857 | 5,123,000 |
Long-term debt, net | 3,603,106 | 16,155,138 |
Senior credit facility, net | 275,245,821 | 146,769,225 |
Asset retirement obligations, net of current portion | 15,773,318 | 17,762,977 |
Environmental liabilities, net of current portion | 18,728,988 | 20,455,938 |
TOTAL LIABILITIES | 406,224,438 | 234,811,995 |
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) | 0 | 13 |
Common stock, $0.001 par value; 500,000,000 shares authorized; 40,063,068 and 35,850,089 shares issued and outstanding, at September 30,2021 and December 31, 2020 respectively | 400,630 | 358,499 |
Additional paid-in capital | 46,443,820 | 37,139,854 |
Accumulated deficit | (100,212,865) | (66,232,439) |
Total Stockholders' Deficit | (53,368,415) | (28,734,073) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ 352,856,023 | $ 206,077,922 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Preferred Stock, par or stated value | $ 0.001 | $ 0.001 |
Preferred Stock, shares authorized | 50,000,000 | 50,000,000 |
Preferred Stock, shares issued | 0 | 13,000 |
Preferred Stock, shares outstanding | 0 | 13,000 |
Common Stock, par or stated value | $ 0.001 | $ 0.001 |
Common Stock, shares authorized | 500,000,000 | 500,000,000 |
Common Stock, shares issued | 40,063,068 | 35,850,089 |
Common Stock, shares outstanding | 40,063,068 | 35,850,089 |
Preferred stock liquidation preference value | $ 1,300,000 | $ 1,300,000 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Revenue | ||||
Seed sales, net | $ (8,307) | $ 188,409 | ||
Cost of Goods Sold | (1,049) | (137,515) | ||
Gross Profit (Loss) | (9,356) | 50,894 | ||
Operating Expenses [Abstract] | ||||
General and administrative | 4,591,157 | $ 2,895,417 | 15,589,118 | $ 4,959,456 |
Facilities expense | 3,180,394 | 1,618,013 | 9,732,562 | 2,393,296 |
Depreciation expense | 34,825 | 45,708 | 88,541 | 72,739 |
Amortization expense | 298,806 | 95,024 | 603,886 | 251,354 |
Total Operating Expenses | 8,105,182 | 4,654,162 | 26,014,107 | 7,676,845 |
OPERATING LOSS | (8,114,538) | (4,654,162) | (25,963,213) | (7,676,845) |
OTHER INCOME (EXPENSE) | ||||
Interest expense (net) | (732,232) | (773,420) | (2,157,487) | (1,712,593) |
Other income | 15,393 | 83,759 | 512,363 | |
Change in fair value of Class B Units | (2,849,573) | 0 | (5,943,485) | 0 |
Change in fair value of derivative and finance charges related to derivative liability | 5,476,000 | |||
Total Other Income (Expense), net | (3,566,412) | (773,420) | (8,017,213) | 4,275,770 |
NET LOSS | $ (11,680,950) | $ (5,427,582) | $ (33,980,426) | $ (3,401,075) |
BASIC NET LOSS PER COMMON SHARE | $ (0.29) | $ (0.15) | $ (0.89) | $ (0.10) |
DILUTED NET LOSS PER COMMON SHARE | $ (0.29) | $ (0.15) | $ (0.89) | $ (0.10) |
BASIC WEIGHTED AVERAGE SHARES OUTSTANDING | 40,062,329 | 35,849,961 | 38,273,694 | 35,541,812 |
DILUTED WEIGHTED-AVERAGE SHARES OUTSTANDING | 40,062,329 | 35,849,961 | 38,273,694 | 35,541,812 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (DEFICIT) - USD ($) | Total | Preferred StockSeries B Convertible Preferred Stock | Common Stock | Additional Paid-In Capital | Accumulated Deficit |
Beginning Balance at Dec. 31, 2019 | $ (24,078,857) | $ 13 | $ 344,029 | $ 31,259,365 | $ (55,682,264) |
Beginning Balance, Shares at Dec. 31, 2019 | 13,000 | 34,402,943 | |||
Share-based compensation from issuance of options and compensation-based warrants | 25,614 | 25,614 | |||
Exercise of stock options | 71,596 | $ 8,177 | 63,419 | ||
Exercise of stock options, Shares | 817,732 | ||||
Net Income/(Loss) | 5,438,024 | 5,438,024 | |||
Ending Balance at Mar. 31, 2020 | (18,543,623) | $ 13 | $ 352,206 | 31,348,398 | (50,244,240) |
Ending Balance, Shares at Mar. 31, 2020 | 13,000 | 35,220,675 | |||
Beginning Balance at Dec. 31, 2019 | (24,078,857) | $ 13 | $ 344,029 | 31,259,365 | (55,682,264) |
Beginning Balance, Shares at Dec. 31, 2019 | 13,000 | 34,402,943 | |||
Share-based compensation from issuance of options and compensation-based warrants | 189,938 | ||||
Net Income/(Loss) | (3,401,075) | ||||
Ending Balance at Sep. 30, 2020 | (21,721,521) | $ 13 | $ 358,499 | 37,003,306 | (59,083,339) |
Ending Balance, Shares at Sep. 30, 2020 | 13,000 | 35,849,961 | |||
Beginning Balance at Mar. 31, 2020 | (18,543,623) | $ 13 | $ 352,206 | 31,348,398 | (50,244,240) |
Beginning Balance, Shares at Mar. 31, 2020 | 13,000 | 35,220,675 | |||
Share-based compensation from issuance of options and compensation-based warrants | 155,186 | 155,186 | |||
Exercise of stock options | 19,200 | $ 6,293 | 12,907 | ||
Exercise of stock options, Shares | 629,286 | ||||
Option grants for investment in subsidiaries | 5,477,677 | 5,477,677 | |||
Net Income/(Loss) | (3,411,517) | (3,411,517) | |||
Ending Balance at Jun. 30, 2020 | (16,303,077) | $ 13 | $ 358,499 | 36,994,168 | (53,655,757) |
Ending Balance, Shares at Jun. 30, 2020 | 13,000 | 35,849,961 | |||
Share-based compensation from issuance of options and compensation-based warrants | 9,138 | 9,138 | |||
Net Income/(Loss) | (5,427,582) | (5,427,582) | |||
Ending Balance at Sep. 30, 2020 | (21,721,521) | $ 13 | $ 358,499 | 37,003,306 | (59,083,339) |
Ending Balance, Shares at Sep. 30, 2020 | 13,000 | 35,849,961 | |||
Beginning Balance at Dec. 31, 2020 | (28,734,073) | $ 13 | $ 358,499 | 37,139,854 | (66,232,439) |
Beginning Balance, Shares at Dec. 31, 2020 | 13,000 | 35,850,089 | |||
Share-based compensation from issuance of options and compensation-based warrants | 102,000 | 102,000 | |||
Shares issued upon reverse split to avoid fractional shares | $ 19 | (19) | |||
Shares issued upon reverse split to avoid fractional shares, Shares | 1,793 | ||||
Conversion of note payable to shares | 476,036 | $ 15,868 | 460,168 | ||
Conversion of note payable to shares, Shares | 1,586,786 | ||||
Net Income/(Loss) | (8,221,174) | (8,221,174) | |||
Ending Balance at Mar. 31, 2021 | (36,377,211) | $ 13 | $ 374,386 | 37,702,003 | (74,453,613) |
Ending Balance, Shares at Mar. 31, 2021 | 13,000 | 37,438,668 | |||
Beginning Balance at Dec. 31, 2020 | (28,734,073) | $ 13 | $ 358,499 | 37,139,854 | (66,232,439) |
Beginning Balance, Shares at Dec. 31, 2020 | 13,000 | 35,850,089 | |||
Share-based compensation from issuance of options and compensation-based warrants | 450,320 | ||||
Purchase of Agribody Technologies, Inc | $ 5,000,000 | ||||
Purchase of Agribody Technologies, Inc, Shares | 830,526 | ||||
Net Income/(Loss) | $ (33,980,426) | ||||
Ending Balance at Sep. 30, 2021 | (53,368,415) | $ 0 | $ 400,630 | 46,443,820 | (100,212,865) |
Ending Balance, Shares at Sep. 30, 2021 | 0 | 40,063,068 | |||
Beginning Balance at Mar. 31, 2021 | (36,377,211) | $ 13 | $ 374,386 | 37,702,003 | (74,453,613) |
Beginning Balance, Shares at Mar. 31, 2021 | 13,000 | 37,438,668 | |||
Share-based compensation from issuance of options and compensation-based warrants | 154,244 | 154,244 | |||
Exercise of stock options | 9,344 | $ 610 | 8,734 | ||
Exercise of stock options, Shares | 60,978 | ||||
Purchase of Agribody Technologies, Inc | 5,000,000 | $ 8,305 | 4,991,695 | ||
Purchase of Agribody Technologies, Inc, Shares | 830,526 | ||||
Conversion of Series B Preferred to Common, Shares | (13,000) | 1,181,819 | |||
Conversion of Series B Preferred to Common | $ (13) | $ 11,818 | (11,805) | ||
Conversion of convertible notes, Shares | 53,723 | ||||
Conversion of convertible notes | 308,889 | $ 537 | 308,352 | ||
Issuance of common stock for cash | 3,100,000 | $ 4,960 | 3,095,040 | ||
Issuance of common stock for cash, Shares | 496,000 | ||||
Net Income/(Loss) | (14,078,302) | (14,078,302) | |||
Ending Balance at Jun. 30, 2021 | (41,883,036) | $ 0 | $ 400,616 | 46,248,263 | (88,531,915) |
Ending Balance, Shares at Jun. 30, 2021 | 0 | 40,061,714 | |||
Share-based compensation from issuance of options and compensation-based warrants | 194,076 | 194,076 | |||
Exercise of stock options | 1,495 | $ 14 | 1,481 | ||
Exercise of stock options, Shares | 1,354 | ||||
Net Income/(Loss) | (11,680,950) | (11,680,950) | |||
Ending Balance at Sep. 30, 2021 | $ (53,368,415) | $ 0 | $ 400,630 | $ 46,443,820 | $ (100,212,865) |
Ending Balance, Shares at Sep. 30, 2021 | 0 | 40,063,068 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Operating Activities | |||||||
Net Loss | $ (11,680,950) | $ (8,221,174) | $ (5,427,582) | $ 5,438,024 | $ (33,980,426) | $ (3,401,075) | |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | |||||||
Share-based compensation | 194,076 | 102,000 | 9,138 | 25,614 | 450,320 | 189,938 | |
Depreciation and amortization | 692,427 | 324,093 | |||||
Accretion of asset retirement obligations | 735,000 | $ 652,000 | |||||
Gain on settlement of liabilities | (512,363) | ||||||
Change in fair value of derivative liability | (5,476,000) | ||||||
Change in fair value of Class B Units | 2,849,573 | 0 | 5,943,485 | 0 | |||
Amortization of discount on fixed payment obligation | 1,860,141 | ||||||
Amortization of debt discount | 0 | 1,300,679 | |||||
Changes in operating assets and liabilities: | |||||||
Accounts receivable | 143,823 | ||||||
Inventories | (1,631,051) | ||||||
Prepaid expenses | 2,053,668 | (1,967,623) | |||||
Deposits and other assets | 793 | (1,943,588) | |||||
Accounts payable and accrued liabilities | 4,417,515 | 8,240,024 | |||||
Asset retirement obligations | (2,724,659) | ||||||
Environmental liabilities | (1,726,950) | ||||||
Lease liabilities and assets | (670) | ||||||
Net Cash Used in Operating Activities | (23,766,584) | (3,245,915) | |||||
Investing Activities | |||||||
Cash paid for the Bakersfield Biorefinery | (36,500,000) | ||||||
Cash received as part of acquisition of Agribody Technologies, Inc. | 263,755 | ||||||
Intangible assets | (186,982) | ||||||
Property plant and equipment and advances to contractors | (106,240,316) | (37,414,766) | |||||
Net Cash Used in Investing Activities | (106,163,543) | (73,914,766) | |||||
Financing Activities | |||||||
Proceeds received from exercise of stock options | 10,839 | 90,796 | |||||
Payments on notes payable and long-term debt | (2,970,481) | (5,242,617) | |||||
New borrowings | 1,240,317 | ||||||
Cash received from PIPE transaction | 3,100,000 | ||||||
Payments on debt issuance costs | (4,218,211) | ||||||
Long-term debt (credit facility) | 133,308,370 | 126,457,016 | |||||
Net Cash Provided by Financing Activities | 134,689,046 | 117,086,984 | |||||
Net Change in Cash, Cash Equivalents and Restricted Cash | 4,758,919 | 39,926,303 | |||||
Cash, Cash Equivalents and Restricted Cash at Beginning of Period | $ 38,982,725 | $ 457,331 | 38,982,725 | 457,331 | 457,331 | ||
Cash, Cash Equivalents and Restricted Cash at End of Period | $ 43,741,644 | $ 40,383,634 | 43,741,644 | 40,383,634 | $ 38,982,725 | ||
Supplemental Disclosures of Cash Flow Information | |||||||
Cash Paid for Interest | 20,329,760 | ||||||
Supplemental Disclosures of Noncash Investing and Financing Activities | |||||||
Issued options in Global Clean Energy Acquisitions subsidiary | 5,468,900 | ||||||
Assumed asset retirement obligations | 21,901,977 | ||||||
Assumed environmental liabilities | 22,033,937 | ||||||
Conversion of derivative liability of $19.3 million into a fixed payment obligation with fair value of $18.8 million for a gain on derecognition of derivative liability | $ 512,363 | ||||||
Issued warrants to a third-party for equity in Sustainable Oils, Inc. | 8,777 | ||||||
Financed insurance premiums with note payable | $ 4,315,905 | ||||||
Debt discount related to Class B units issued to lender | 5,943,485 | ||||||
Accrued debt issuance costs related to amendment to Senior Credit Facility | 3,132,000 | ||||||
Accrued debt issuance costs related to amendment to Mezzanine Credit Facility | 668,000 | ||||||
Issued 1,640,509 shares for conversion of several notes payable and accrued interest | 784,925 | ||||||
Issued 830,526 shares to acquire Agribody Technologies, Inc, in connection the Company recognized $5 million of net assets including intangible assets and goodwill of $4.9 million. See Note A for further details. | 5,000,000 | ||||||
In-kind interest added to principal balance of Senior Credit Facility | 3,912,099 | 983,693 | |||||
Amounts included in accounts payable and accrued liabilities for purchases of property, plant, and equipment | 25,345,484 | 8,996,960 | |||||
Capitalized interest included in property, plant, and equipment | $ 20,126,261 | $ 5,461,540 |
CONSOLIDATED STATEMENTS OF CA_2
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (Parenthetical) | 9 Months Ended |
Sep. 30, 2021USD ($)shares | |
Conversion of derivative liability into a fixed payment | $ 19,300,000 |
Conversion of derivative liability into a fixed payment with fair value | $ 18,800,000 |
Issued Shares For Conversion of Notes Payable | shares | 1,640,509 |
Stock Issued During Period, Shares, Acquisitions | shares | 830,526 |
Purchase of Agribody Technologies, Inc | $ 5,000,000 |
Non cash acquisition of property and equipment | $ 4,900,000 |
ORGANIZATION AND SIGNIFICANT AC
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES | 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”, “we”, “us” or “our”) is a U.S.-based integrated agricultural-energy biofuels company that 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 nonfood-based bio-feedstocks and has an investment in several proprietary varieties of Camelina Sativa (“Camelina”), a fast growing, low input and ultra-low-carbon intensity crop used as a feedstock for renewable fuels. The Company holds its Camelina assets (including all related intellectual property related rights and approvals) and operates its Camelina business through its subsidiary, Sustainable Oils Inc., (“Susoils”) a Delaware corporation. On May 7, 2020 the Company purchased a crude oil refinery in Bakersfield, California with the objective of retrofitting it to produce renewable diesel from Camelina and other non-food feedstocks (the “Bakersfield Biorefinery”). The Bakersfield Biorefinery is owned by Bakersfield Renewable Fuels, LLC, (“BKRF”) an indirect wholly-owned subsidiary of Global Clean Energy Holdings, Inc. The retrofitting of the refinery commenced promptly after the acquisition and is scheduled to be completed in early 2022. After necessary start-up procedures and testing are complete, we expect production to be approximately 10,000 barrels per day (420,000 gallons per day). Although the Bakersfield Biorefinery will have a nameplate capacity of 15,000 barrels per day, we do not expect to produce more than 10,000 barrels per day for at least the first year of production. The Company has entered into both a product offtake agreement and a term purchase agreement with a major oil company for the purchase by the oil company of all, or substantially all, of the renewable diesel to be produced at the Bakersfield Biorefinery for the first five years of production. See Note B - Basis of Presentation and Liquidity which describes the offtake agreement in more detail . Basis of Presentation The accompanying condensed consolidated balance sheet of the Company at December 31, 2020, has been derived from audited The accompanying condensed consolidated financial statements include the accounts of Global Clean Energy Holdings, Inc. and its subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. Acquisitions On April 15, 2021, the Company acquired Agribody Technologies, Inc., (“ATI”) a private agricultural biotechnology company. The transaction was accomplished by acquiring a 100% controlling interest in ATI in an all-stock transaction for a total fair rev e Below is a table that shows the fair value of assets acquired and liabilities assumed by the Company as a result of the transaction: Assets As of April 15, 2021 Cash $ 263,755 Property, 185,445 Patents 3,450,000 Trade name 90,000 Goodwill 1,355,077 Liabilities Accounts (344,277 ) Total 5,000,000 Less: (263,755 ) Total $ 4,736,245 Per Share Information On March 26, 2021, the Company effected a one-for-ten reverse stock split. All common stock and per share information (other than par value) contained in these condensed consolidated financial statements and footnotes have been adjusted to reflect the foregoing reverse stock split. Prior to the reverse stock split the Company had 358,499,606 common common common common 5 Restricted Cash In accordance with the Company’s Senior Credit Facility agreement (see Note E - Debt), the Company is required to advance the calculated interest expense on its borrowings at the time of such borrowings to the estimated commercial operational date of the Bakersfield Biorefinery. This interest is deposited into a designated account and the appropriate amount is paid to the lenders at the end of each quarter. Additionally, the construction funds are deposited into its own designated account and deposited from that designated account into the BKRF account only upon approval by the lenders to pay for specific construction, facility and related costs. These two accounts are restricted and not directly accessible by the Company for general use, although these funds are assets of the Company. The Company estimates how much of this cash is likely to be capitalized into the Bakersfield Biorefinery project in the form of a long-term asset, and classifies this amount as long-term. The Company makes this determination based on its budget, recent and near-term invoicing, and internal projections . Cash and Cash Equivalents; Concentration of Credit Risk The Company considers all highly liquid debt instruments maturing in three months or less to be cash equivalents. The Company Inventories Inventories currently consist of Camelina seeds, grain, meal, and oil. Inventories are valued at the lower of cost or net realizable value. Cost is determined based on standard cost. There were no lower of cost or market adjustments made to the inventory values reported as of September 30, 2021 and December 31, 2020. Property, Plant and Equipment Property, plant and equipment are stated at cost. Depreciation of office equipment and transportation equipment are computed using the straight-line method over estimated useful lives of 3 to 5 years. Refinery assets and buildings are depreciated using the straight-line method over estimated useful lives of 5 to 25 years. Ho Long-Lived Assets In accordance with U.S. GAAP for the impairment or disposal of long-lived assets, the carrying values of intangible assets and other long-lived assets are reviewed on a regular basis for the existence of facts or circumstances that may suggest impairment. The Company recognizes impairment when the aggregate of the expected undiscounted future cash flows is less than the carrying amount of the asset. Impairment losses, if any, are measured as the excess of the carrying amount of the asset over its estimated fair value. During the three and nine months ended September 30, 2021 and 2020, there were no impairment losses recognized on long-lived assets. Indefinite Lived Assets The Company has two assets, goodwill and trade name, that are indefinite-lived assets. Goodwill represents the excess of the fair value of consideration over the fair value of identifiable net assets acquired. Goodwill is allocated at the date of the business combination. Goodwill is not amortized, but is tested for impairment annually on December 31 of each year or more frequently if events or changes in circumstances indicate the asset may be impaired. The trade name the Company acquired as part of the transaction with ATI Debt Issuance Costs The acquisition of the refinery and the related $365 million of financing to fund the retrofit closed in May 2020. In connection with financing the refinery, we incurred approximately $ 7.1 Accounts Payable and Accrued Liabilities For presentation purposes, accounts payable and accrued liabilities have been combined. As of September 30, 2021 and December 31, 2020, accounts payable and accrued liabilities consists of: As of September As of December Accounts payable $ 14,845,855 $ 9,724,136 Accrued compensation and related liabilities 3,358,408 3,034,688 Accrued interest payable 1,782,358 2,093,649 Accrued construction costs 25,345,484 - Other accrued liabilities 4,623,331 3,146,478 Current portion of asset retirement obligations 4,478,948 3,716,000 Current portion of environmental liabilities 1,521,918 883,000 $ 55,956,302 $ 22,597,951 Asset Retirement Obligations The Company recognizes liabilities which represent the fair value of a legal obligation to perform asset retirement activities, including those that are conditional on a future event, when the amount can be reasonably estimated. If a reasonable estimate cannot be made at the time the liability is incurred, we record the liability when sufficient information is available to estimate the liability’s fair value. We have asset retirement obligations with respect to our Bakersfield Biorefinery due to various legal obligations to clean and/or dispose of these assets at the time they are retired. However, the majority of these assets can be used for extended and indeterminate periods of time provided that they are properly maintained and/or upgraded. It is our practice and intent to continue to maintain these assets and make improvements based on technological advances. $ 13.8 We estimate our escalation rate at 3.33% and our discount factor ranges from 3.62% in year one to 7.26% in year twenty, with the weighted average discount rate being 5.0%. See Note H - Commitments and Contingencies for more detail on environmental liabilities, which are accounted for separately from asset retirement obligations. The following table provides a reconciliation of the changes in asset retirement obligations for the nine months ended September 30, 2021 and the year ended December 31, 2020 . Nine months ended Year ended December Asset retirement obligations - beginning of period $ 21,478,977 $ - Additions related to acquisition of refinery - 21,901,977 Disbursements (1,961,711 ) (135,000 ) Accretion 735,000 652,000 Revised obligation estimates - (940,000 ) Asset retirement obligations - end of period $ 20,252,266 $ 21,478,977 The amounts shown as of September 30, 2021 and December 31, 2020, include $ 4.5 million an 3.7 15.8 17.8 Advances to Contractors Upon the acquisition of the Bakersfield Biorefinery, the Company advanced $20.1 million to its primary construction contractor for invoices to be billed against the Guaranteed Maximum Price for the Engineering, Procurement and Construction (“EPC”) 1.5 16.3 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 basis 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. The Company has recorded a 100 Revenue Recognition The Company recognizes revenue in accordance with ASC 606, Revenue From Contracts With Customers 0.0 0.2 Research and Development Research and development costs are charged to operating expenses when incurred, which were nominal for the three and nine months ended September 30, 2021 and September 30, 2020. Fair Value Measurements and Fair Value of Financial Instruments As of September 30, 2021 and December 31, 2020, the carrying amounts of the Company’s financial instruments that are not reported at fair value in the accompanying consolidated balance sheets, including cash, cash equivalents , 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. On December 31, 2019, the Company had a derivative liability of $ 24.8 In March of 2020, the Company settled the derivative contract by agreeing to a payment of $ 5.5 17.6 5.5 512,000 24.8 20.3 The fair value of the derivative forward contract was primarily based upon the notional amount and the forward strip market prices of Ultra Low Sulfur Diesel, and was 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, the Company used the Black-76 option pricing model, a variation of the Black-Scholes option pricing model. As a result, the contract as a whole is included in the Level 3 of the fair value hierarchy. The Company’s Class B Units are also measured at fair value on a recurring basis. See Note E - Debt for more information . The derivative liability discussed herein was derecognized in the first quarter of 2020, and the Company had no derivative liabilities at The following is the recorded fair value of the Class B Units as of September 30, 2021: Carrying Total Fair Quoted prices Significant Significant Liabilities Class B Units as of September 30, 2021 $ 18,054,857 $ 18,054,857 $ - $ - $ 18,054,857 The following is the recorded fair value of the Class B Units as of December 31, 2020: Carrying Total Fair Quoted prices Significant Significant Liabilities Class B Units as of December 31, 2020 $ 5,123,000 $ 5,123,000 $ 5,123,000 The following presents changes in the Class B Units through the three months and nine months ended September 30, 2021: Three months ended Nine months ended Beginning Balance $ 12,623,420 $ 5,123,000 New unit issuances 2,581,864 6,988,372 Change in fair value recognized in earnings 2,849,573 5,943,485 Ending Balance $ 18,054,857 $ 18,054,857 The Three months ended September 30, 2020 Nine months ended September Beginning Balance $ 939,000 $ - New unit issuances 537,000 1,476,000 Change in fair value recognized in earnings - - Ending Balance $ 1,476,000 $ 1,476,000 Estimates Management uses estimates and assumptions in preparing financial statements. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and reported revenues and expenses. Significant estimates used in preparing these financial statements include a) valuation of common stock, warrants, and stock options, b) estimated useful lives of equipment and intangible assets, c) the estimated costs to remediate or clean-up the refinery site, and the inflation rate, credit-adjusted risk-free rate and timing of payments to calculate the asset retirement obligations, d) the estimated costs to remediate or clean-up identified environmental liabilities, e) the estimated future cash flows and the various metrics required to establish a reasonable estimate of the value of the Class B Units issued to the Company’s lenders under the credit agreement, and f) the allocation of the acquisition price of ATI 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 table presents instruments that were anti-dilutive for the nine months ended September 30, 2021 and September 30, 2020 that were excluded from diluted earnings per share as they would have been antidilutive: Nine ended 30, Nine ended 30, Convertible $ 7,453,968 $ 10,214,164 Convertible - 1,181,819 Stock 19,468,704 19,317,714 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. Recent Accounting Pronouncements In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform In October 2021, the FASB issued ASU 2021-08, Accounting for Contract Assets and Contract Liabilities from Contracts with Customers opic Subsequent Events The |
BASIS OF PRESENTATION AND LIQUI
BASIS OF PRESENTATION AND LIQUIDITY | 9 Months Ended |
Sep. 30, 2021 | |
Notes to Financial Statements | |
BASIS OF PRESENTATION AND LIQUIDITY | 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 stockholders of $34.0 million during the nine months ended September 30, 2021, and has an accumulated deficit of $100.2 million at September 30, 2021. At September 30, 2021, the Company had working capital of negative Additionally, the Company must fund the $35 million contingency cash reserve account (described further in Note E) by November 19, 2021. The Company is not able to fund the $35 million reserve account absent an amendment or additional debt and/or equity financing. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a period of at least one year from the time the financial statements are issued. Management plans to close on an additional debt and/or equity financing in the short-term and believes that transaction is probable of closing. Therefore, management believes their plan alleviates the substantial doubt. On May 4, 2020, a group of lenders agreed to provide a $300 million senior secured term loan facility to BKRF OCB, LLC, a wholly-owned subsidiary of Global Clean Energy Holdings, Inc., to enable that subsidiary to acquire the equity interests of BKRF and to pay the anticipated costs of the retooling of the Bakersfield Biorefinery owned by BKRF (the “Senior Credit Facility”). Concurrently with the Senior Credit Facility, a group of Mezzanine Lenders also 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, (the “Mezzanine Credit Facility”). Although the cash provided by the senior and Mezzanine Lenders may only be used for the Bakersfield Biorefinery and servicing these debt obligations, Global Clean Energy Holdings, Inc. will nevertheless, realize a reduction in certain of its operating and general and administrative expenses as the Company shares certain personnel and related costs. The Company believes that these cost savings, plus the Company’s other financial resources, including, but not limited to, equity sales, sale and leaseback opportunities, financing or leasing arrangements for equipment or assets, etc., should be sufficient to fund the Company’s operations through the start-up of the Bakersfield Biorefinery, at which point the Company will begin to generate positive operating cash flow which should be enough to fund operations and liabilities through at least the term of the product offtake agreement discussed below. See “Note E - Debt”. In November 2020, the Company’s Senior Credit Facility and Mezzanine Credit Facility were increased by a total of $15 million for the Bakersfield Biorefinery and the Company’s upstream Camelina operations. In April 2019, the Company entered into a binding Product Offtake Agreement (the “Offtake Agreement”) with ExxonMobil Oil Corporation (“ExxonMobil”) pursuant to which ExxonMobil has committed to purchase 2.5 million barrels per year of renewable diesel annually from the Bakersfield Biorefinery (with a right to purchase higher volumes as available), and the Company has committed to sell these quantities of renewable diesel to ExxonMobil. ExxonMobil’s obligation to purchase renewable diesel will last for a period of five years following the date that the Bakersfield Biorefinery commences commercial operations. ExxonMobil 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. In April 2021, BKRF entered into a Term Purchase Agreement (“TPA”) with ExxonMobil under which ExxonMobil has the right to purchase additional quantities of renewable diesel from our Bakersfield Biorefinery, and the Company is obligated to sell such additional amounts of renewable diesel to ExxonMobil. Under the Offtake Agreement, signed in 2019, ExxonMobil committed to purchase 2.5 million barrels of renewable diesel per year (the “Committed Volume”) from the Bakersfield Biorefinery. However, the Bakersfield Biorefinery is designed to produce more than the Committed Volume. Under the TPA, ExxonMobil has the exclusive right to purchase all renewable diesel produced in excess of the Committed Volume that we sell to ExxonMobil under the Offtake Agreement. The Company also agreed to transfer title to ExxonMobil of the Renewable Identification Numbers (“RINs”) allocated to the quantities of renewable diesel purchased under the TPA. In the event that ExxonMobil does not purchase all of the renewable diesel that it can under the TPA and, as a result, our inventory levels exceed certain specified levels, the Company can sell that extra inventory to third parties. ExxonMobil will pay us a price for the renewable diesel purchased under the TPA based on a tiered formula reflecting the margins realized by ExxonMobil from its downstream resales of the TPA renewable diesel. The TPA has a five-year term. ExxonMobil has the option to extend the initial five-year term for a second five-year term if it elects to extend the Offtake Agreement. Under both agreements, we retain 100% of the co-products, which include renewable naphtha, renewable propane and renewable butane. The Company is pursuing sales contracts for these products . |
PROPERTY, PLANT AND EQUIPMENT
PROPERTY, PLANT AND EQUIPMENT | 9 Months Ended |
Sep. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY, PLANT AND EQUIPMENT | NOTE C – PROPERTY, PLANT AND EQUIPMENT On May 7, 2020, through its wholly-owned subsidiary BKRF OCB, LLC, the Company purchased all of the outstanding equity y I nc. Business Combinations , the Company determined that the purchase is an asset purchase and not a business combination The total fair value of consideration for the purchase of the Bakersfield Biorefinery was $89.4 million, which consisted of $40.0 million of cash, an option right to acquire a 33% equity interest in GCE Acquisitions granted to the seller that was valued at $5.5 million, and an assumption of $43.9 million of liabilities. The liabilities assumed consist of $21.9 million of asset retirement obligations (ARO) and $22.0 million of other environmental remediation liabilities. These liabilities are the estimated costs of clean-up, remediation and associated costs of the acquired assets in accordance with current regulations. The option right was valued using various inputs, including a volatility of 116%, a risk free rate of 0.14% and a marketability discount of 25%. The total consideration of the purchase was allocated to the asset categories acquired based upon their relative fair values, except that the fair value of the asset retirement obligations was allocated to the specific assets to which they relate. The following summarizes this allocation of the fair value of the consideration and also the reclassification of the pre-acquisition costs: Asset Category Capitalized Costs Allocated Total Property and Equipment Land $ 7,584,961 $ - $ 7,584,961 Buildings 2,053,570 - 2,053,570 Refinery 77,845,201 3,222,449 81,067,650 Intangible Assets 1,921,082 - 1,921,082 Total $ 89,404,814 $ 3,222,449 $ 92,627,263 Property, plant, and equipment as of September 30, 2021 and December 31, 2020 are as follows: September 30, December 31, Land $ 7,584,961 $ 7,584,961 Office Equipment 62,506 61,078 Buildings 2,053,570 2,053,570 Refinery and Industrial Equipment 86,066,002 86,019,130 Transportation Equipment 136,237 - Construction in Process 149,811,267 33,212,695 Construction Period Interest 30,347,027 10,220,766 Total Cost $ 276,061,570 $ 139,152,200 Less Accumulated Depreciation (268,066 ) (179,525 ) Property, plant and equipment, net $ 275,793,504 $ 138,972,675 Depreciation expense for property and equipment was approximately $35,000 and $46,000 for the three months ended September 30, 2021 and September 30, 2020, respectively and $ 89,000 73,000 . |
INTANGIBLE ASSETS AND GOODWILL
INTANGIBLE ASSETS AND GOODWILL | 9 Months Ended |
Sep. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS AND GOODWILL | NOTE D - INTANGIBLE ASSETS AND GOODWILL Intangible Assets The Company holds certain patents, intellectual property and rights related to the development of Camelina as a biofuels feedstock and continues to incur costs related to patent license fees and patent applications for Camelina sativa plant improvements. In April of 2021, the Company acquired ATI primarily for its patent portfolio. The Company allocated approximately $3.5 million of the consideration to the patents held by ATI, which is included in our patent assets below and subject to amortization. Our patents generally have an expected useful life of approximately 20 years and are carried at cost less any accumulated amortization and any impairment losses. The Company also allocated $90,000 of the acquisition of ATI to its trade name. The ATI tradename is a non-amortizable intangible asset with an indefinite life subject to any future impairment losses. Amortization is calculated using the straight-line method over their remaining patent life. The termination dates of our patents range from 2022 through 2040. Any future costs associated with the maintenance of these patents and patent and registration costs for any new patents that are essential to our business will be capitalized and amortized over the life of the patent once issued. Upon the Company’s acquisition of the Bakersfield Biorefinery, the Company acquired necessary permits for the operation of the facility. The permit cost of $ 1.9 The September 30, December 31, Non-amortizable Intangible Assets Trade Name $ 90,000 $ - Amortizable Intangible Assets Patent licenses 7,973,535 4,442,553 Refinery permits 1,921,082 1,921,082 Less accumulated amortization (2,786,775 ) (2,182,889 ) Intangible Assets, Net $ 7,197,842 $ 4,180,746 Amortization expense for intangible assets were approximately $320,000 and $95,000 for the three months ended September 30, 2021 and September 30, 2020, respectively , The estimated intangible asset amortization expense for the remainder of 2021 through 2027 and thereafter is as follows: Estimated Amortization October 1, 2021 through December 31, 2021 $ 320,126 2022 1,113,118 2023 855,987 2024 726,135 2025 625,644 2026 610,359 2027 and Thereafter 2,946,473 Total $ 7,197,842 |
DEBT
DEBT | 9 Months Ended |
Sep. 30, 2021 | |
Disclosure Text Block [Abstract] | |
DEBT | NOTE E – DEBT The September December Notes Senior $ 290,626,038 $ 153,405,569 Fixed 20,250,000 20,250,000 Other 2,928,949 4,198,113 313,804,987 177,853,682 Less: (17,341,122 ) (4,198,113 ) Less: (17,614,939 ) (10,731,206 ) Subtotal 278,848,927 162,924,363 Convertible Convertible 1,000,000 1,000,000 Other - 697,000 Subtotal 1,000,000 1,697,000 Total $ 279,848,927 $ 164,621,363 Credit Facilities On May 4, 2020, in order to fund the purchase of BKRF, BKRF OCB, LLC, a subsidiary of the Company, entered into the Senior Credit Facility 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 (which was increased to $313.2 million in November 2020) to pay the costs of the retooling the Bakersfield Biorefinery. The Senior Credit Facility bears interest at the rate of 12.5% per annum, payable quarterly, provided that the borrower may defer up to 2.5% interest to the extent it does not have sufficient cash to pay the interest, with such deferred interest being added to principal. The principal of the Senior Credit Facility matures in November 2026, provided that BKRF OCB, LLC must offer to prepay the Senior Credit Facility with any proceeds of such asset dispositions, borrowings other than permitted borrowings, proceeds from condemnation, damages, or other events of loss, and Effective March 26, 2021, the Company and its Senior Lenders entered into Amendment No. 3 to the Credit Agreement to, among other things, establish a contingency reserve account to fund the costs of the additional capabilities and equipment and to fund possible cost overruns at the Bakersfield Biorefinery. Concurrently, the Company and the Mezzanine Lenders entered into Consent No. 2 and Amendment No. 2 to Credit Agreement to amend the $65 million Mezzanine Credit Facility. Under these two amendments we agreed to establish a cash reserve of at least $35 million, which cash reserve would be used at the direction of the agent for the lenders to fund project costs of the Bakersfield Biorefinery to the extent that such costs exceed the amounts available under the two credit agreements. Funds remaining in the contingency reserve account after the completion of the Bakersfield Biorefinery will, with the approval of the lenders’ agent, be used to first make a $5 million principal payment on the Senior Credit Facility, and any remaining funds will be returned to us. In order to fund the new $35 million contingency cash reserve, the two amendments to the credit agreements required that we raise no less than $35 million in a public or private financing transaction by July 31, 2021 and that we deposit, by that date, at least $35 million into the new Bakersfield Biorefinery cash reserve account. As consideration for the amendments to the two credit agreements, we agreed to pay each Senior Lender and Mezzanine Lender an amendment and consent premium equal to 1.00% of the aggregate commitments and loans of such lenders. On July 29, 2021 the time period for funding the $35 million contingency reserve was extended to September 15, 2021 and has been further extended to November 19, 2021. On May 4, 2020, BKRF HCB, LLC, the indirect parent of BKRF OCB, LLC, entered into a the Mezzanine Credit Facility 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, 2021, BKRF HCB, LLC has not drawn down on the Mezzanine Credit Facility. The Mezzanine Credit Facility bears interest at the rate of 15.0% per annum on amounts borrowed, payable quarterly, provided that the borrower may defer up to 2.5% interest to the extent it does not have sufficient cash to pay the interest. Such deferred interest is added to principal. As additional consideration for the Mezzanine Credit Facility, the Mezzanine Lenders will be issued Class C Units in BKRF HCP, LLC at such times as advances are made under the Mezzanine Credit Facility. The Mezzanine Credit Facility will be secured by all of the assets of BKRF HCP, LLC, including all of the outstanding membership interest in BKRF HCB, LLC. The Mezzanine Credit Facility matures in November 2027. On May 18, 2021 certain of our subsidiaries, including BKRF, entered into Amendment No. 4 to our Credit Agreement with the Senior Lenders. The Amendment was entered into primarily to consent to the replacement of the original EPC firm and agreement with the new EPC firm and agreement. See Note H - Commitments and Contingencies. On July 29, 2021, the Company entered into an amendment to each of its Senior Credit Facility and Mezzanine Credit Facility with its lenders to extend the date of funding the $35 million contingency reserve to September 15, 2021, to increase the availability under the credit agreements by an aggregate of $5 million, and to convert its 1% fee payable under a prior amendment from a cash payment to a warrant to purchase $3.8 million in value of the Company's common stock. As of September 30, 2021, the warrant has not been issued, and subsequent to September 15, 2021 the date of funding for the $35 million contingency reserve has been extended to November 19, 2021.. The number of shares to be issued upon exercise of the warrant is to be determined based on the price at which the Company issues shares of its common stock in its next additional capital raise, which is defined as a minimum of $35.0 million.. Fixed Payment Obligation As described in Note A, under “Fair Value Measurements and Fair Value of Financial Instruments”, the Company amended a derivative forward contract during the quarter ended March 31, 2020, with the counterparty. The amendment terminated the derivative forward contract and replaced it with a fixed payment obligation. Under the terms of the fixed payment obligation, the Company agreed to pay the counterparty a total of $23.1 million, which included a payment of $5.5 million in April 2020, and six equal installment payments in 2022 totaling $17.6 million. Under the subsequent revised terms of the fixed payment obligation in April 2020, the Company agreed to pay the counterparty a total of $24.8 million, which included a payment of $4.5 million in June 2020 (which was paid), and six equal monthly installment payments beginning in May 2022. For financial reporting purposes, the fixed payment obligation has been recorded at the present value of future payments, using a discount rate of 14.8%. Other Notes Payable Included in “other notes” as of September 30, 2021, in the above table, is a note, that is due upon demand related to the Company’s business activities prior to 2019, in the principal amount of $1.3 million and an interest rate of 18% per annum. Also, included in other notes above, is a note payable that was used to finance the Company’s insurance policies. Upon the acquisition of the Bakersfield Biorefinery in May 2020, the Company purchased numerous insurance contracts to cover its corporate, ownership and construction risks primarily to provide financial protection against various risks and to satisfy certain lender requirements. The Company paid 35% of the total premiums and financed the balance at 3.8% annual interest rate. The Company is obligated to make seventeen equal monthly payments totaling approximately $ 4.5 3.85 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 accrued unpaid salary and bonus for two years. In order to evidence the deferral, the Company and Mr. Palmer entered into a $1 million convertible promissory note (the “Convertible Note”). The Convertible Note accrues simple interest on the outstanding principal balance of the note at the annual rate of five percent (5%) and became due and payable on October 15, 2020, its maturity date. Under its existing credit agreements, the Company is restricted from repaying Mr. Palmer’s loan and, accordingly, is currently in default under the Convertible Note. The Company accrued interest expense of $12,500 and $37,500 on this note in each quarter and nine months respectively, ended September 30, 2021 and 2020. The Company had recorded accrued interest payable of approximately $148,000 and $110,000 as of September 30, 2021 and December 31, 2020 respectively. 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 the Company’s Common Stock at an exercise price of $0.154 per share. Convertible Notes Payable The Company had several notes that were convertible into shares of the Company or the Company’s subsidiaries at different prices: ranging from $0.30 per share into the Company’s stock and up to $1.48 per share into Susoils’s common stock. These notes have passed their original maturity date and they continue to accrue interest at varying rates, from 8% to 10%. On March 26, 2021, we issued 1,586,786 shares of the Company’s common stock to the holder of a convertible promissory note upon the conversion of the entire outstanding balance, principal and accrued interest, for that note. During the quarter ending June 30, 2021, the Company paid the remaining notes and the accrued interest either by an agreed cash settlement or through the issuance of common shares at an agreed price of $5.75 per share. As of September 30, 2021, there are no remaining convertible notes payable to third parties. The following table summarizes the minimum required payments of notes payable and long-term debt as of September 30, 2021: Year Required 2021 $ 2,928,949 2022 21,250,001 2023 - 2024 - 2025 - Thereafter 290,626,038 Total $ 314,804,988 Class B Units As described above, during the year ended December 31, 2020 and through September 30, 2021, the Company issued or had issuable 151.5 million and 284.8 million, respectively, Class B Units of its subsidiary, BKRF HCB, LLC, to its Senior Lenders. To the extent that there is distributable cash, the Company is obligated to make certain distribution payments to holders of Class B Units, and after the distributions reach a certain limit the units will no longer require further distributions and will be considered fully redeemed. The Class B unit holders may receive a portion of the distributable cash, as defined under the Senior Credit Facility, available to BKRF HCB, LLC, but generally only up to 25% of the available cash after the required interest and principal payments, operating expenses and ongoing capital requirements have been paid. Such payments commence once the Bakersfield Biorefinery begins operations and will continue through the later of five years after operations of the refinery begins or until the cumulative distributions reach a certain threshold defined in the operating agreement of BKRF HCB, LLC. The aggregate total payments (including distributions to the Class B Units, all interest and principal payments) to the Senior Lenders cannot exceed two times the amount of the borrowings under the Senior Credit Facility, or approximately $635 million. As of September 30, 2021, 284.8 million Class B Units have either been issued or are issuable, and the aggregate fair value of such units on the date of their issuances totaled approximately $10.1 million which were recorded as debt discount. The aggregate fair value of the earned units as of September 30, 2021 was approximately $18.1 million. The fair value of such units is remeasured at each new issuance and at each quarter end. It is expected that the fair value will increase as the Company continues to de-risk the project through ongoing retooling activities. The fair value is largely based on the present value of the expected distributions that will be made to the Class B Unit holders, which consider various risk factors, including a market risk premium, project size, the uniqueness and age of the refinery, the volatility of the feedstock and refinery inputs, operational costs, environmental costs and compliance, effective tax rates, illiquidity of the units, etc. As completion of retrofitting the refinery progresses, the fair value is expected to increase, and further increases in fair value are expected when the refinery becomes operational and begins generating revenues. For accounting purposes, these Class B Units are considered to be mandatorily redeemable and have been classified as liabilities in the accompanying balance sheets and are remeasured at fair value at the end of each reporting period. |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 9 Months Ended |
Sep. 30, 2021 | |
Disclosure Text Block [Abstract] | |
STOCKHOLDERS' EQUITY | NOTE F - STOCKHOLDERS’ EQUITY Common Stock In the first nine months of 2021, the Company issued 62,332 shares of its common stock upon the exercise of stock options. These option exercises consisted of 50,000 and 12,332 shares issued to a director and employees, respectively. On On April 15, 2021, the Company issued 830,526 shares of its common stock as consideration for the acquisition of ATI. The shares were valued at $5 million, based on an agreed formula based on the shares trading price. On April 16, 2021 the Company issued 496,000 shares of its common stock and warrants to purchase an additional 19,840 shares of common stock, all for $3.1 million in a private sale to three accredited investors. On June 1, 2021, the Company issued 53,723 shares of its common stock to various note holders upon the conversion of, or as payment for the entire outstanding balance, principal and accrued interest, of notes, all in accordance with the original terms of the notes, having an outstanding balance of $308,889 in the aggregate. On June 30, 2021, 1,181,819 shares of its common stock became issuable upon the delivery to the Company of notices of conversion for the conversion of all the outstanding shares of the Company’s Series B Convertible Preferred Stock. The new shares of common stock and the new certificates will be issued to the former holders of the preferred stock upon the tender of lost certificate documentation by the holders. Series B Convertible 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 were convertible into shares of the Company’s Common Stock. As of June 30, 2021, the two holders of the shares of preferred stock tendered notices of conversion, and all of the outstanding shares of Series B Convertible Preferred Stock were converted into 1,181,819 shares of the Company’s common stock. As a result, effective as of June 30, 2021, the Company had no outstanding Series B Convertible Preferred Stock. |
STOCK OPTIONS AND WARRANTS
STOCK OPTIONS AND WARRANTS | 9 Months Ended |
Sep. 30, 2021 | |
Disclosure Text Block [Abstract] | |
STOCK OPTIONS AND WARRANTS | NOTE G – STOCK OPTIONS AND WARRANTS 2020 Equity incentive Plan In April 2020, the Company’s Board of Directors adopted the Global Clean Energy Holdings, Inc. 2020 Equity Incentive Plan (the “2020 Plan”) wherein 2,000,000 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 three years, but not in all cases. The 2020 Plan provides for a three-month exercise period of vested options upon termination of service. The exercise price of options granted under the 2020 Plan is equal to the fair market value of the Company’s common stock on the date of grant. Options issued under the 2020 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 September 30, 2021, there were 561,177 During the nine months ended September 30, 2021 the Company granted stock options for the purchase of a total of 424,740 shares of Common Stock under the 2020 Plan, of which 364,740 were to employees and 60,000 were to directors. The Company previously granted stock options that were not issued under the 2020 Plan which the terms and conditions are described within the Company's Form 10-K filed on April 13, 2021. Shares Under Weighted Weighted Aggregate Outstanding at December 31, 2020 19,230,214 $ 0.16 2.81 $ 30,044,649 Granted 424,740 5.61 - Exercised (61,770 ) 0.17 319,433 Forfeited (121,418 ) 5.94 - Expired (3,062 ) 5.51 - Outstanding at September 30, 2021 19,468,704 $ 0.33 2.34 $ 58,046,239 Vested and exercisable at September 30, 2021 18,597,978 $ 0.23 2.27 $ 56,549,516 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 following table illustrates the assumptions used in estimating the fair value of options granted during the periods presented: Nine months ended Expected Term (in Years) 2 to 5 Volatility 85.665 % Risk Free Rate 0.401 % Dividend Yield 0 % Exit Rate Pre-vesting ( 1 0 % Exit Rate Post-vesting ( 2 0 % Aggregate Grant Date Fair Value $ 1,389,197 ( 1 Assumed forfeiture rate for market condition option awards prior to vesting. ( 2 Assumed expiration or forfeiture rate for market condition option awards after vesting. Stock Purchase Warrants and Call Option In the nine months ended September 30, 2021, the Company issued warrants to investors that invested $3.1 million in a private transaction in April 2021 to purchase 19,840 shares of common stock. The warrants have an exercise price of $6.25 per share, a five-year term and are fully vested. If the warrants are exercised, the Company will receive additional proceeds of $124,000. In 2020, the Company issued, to a party interested in Camelina development, a non-transferable warrant for the purchase of an approximately eight-percent interest in its subsidiary, Susoils. for approximately $20 million. The warrant had an expiration date of June 1, 2021, and was not exercised. The value of the warrant upon issuance was determined to be immaterial. Concurrently with the acquisition of the Bakersfield Biorefinery, the Company, through its subsidiary, GCE Acquisitions, issued an option right to the seller of the refinery to purchase up to 33 1/3% of the membership interests of GCE Acquisitions. The fair value of the option right on the date of issuance was $5.5 million and expires at ninety days after the refinery meets certain operational criteria. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2021 | |
Disclosure Text Block [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE H – COMMITMENTS AND CONTINGENCIES Engineering, Procurement and Construction Contract On April 30, 2020, GCE Acquisitions entered into an Engineering, Procurement and Construction Agreement with a national engineering firm pursuant to which this firm agreed to provide services for the engineering, procurement, construction, (“EPC”) start-up and testing of the Bakersfield Biorefinery. The agreement, which was assigned by GCE Acquisitions to BKRF OCB, LLC, the borrower under the Senior Credit Facility, provides for this engineering firm 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. As of May 17, 2021, the remaining balance of the contract was approximately $151 million. On May 19, 2021 we notified our original EPC firm that we were terminating the EPC Agreement, effective immediately. The cumulative billing on the EPC contract through June 30, 2021 was $63.2 million. The two major subcontracts for the Bakersfield Biorefinery were not terminated and were subsumed in the new replacement EPC agreement (see below). Accordingly, the two major subcontractors will continue to provide their services for the Bakersfield Biorefinery. On May 18, 2021 our BKRF subsidiary and CTCI Americas, Inc., a Texas corporation (“CTCI”), entered into a Turnkey Agreement with a Guaranteed Maximum Price for the Engineering, Procurement and Construction of the Bakersfield Renewable Fuels Project (the “CTCI EPC Agreement”). CTCI Americas is a worldwide leading provider of reliable engineering, procurement and construction services, including for the refinery market. Under the CTCI EPC Agreement, CTCI has agreed to provide services to complete the engineering, procurement, construction, pre-commissioning, commissioning, start-up and testing of our renewable diesel production facility under construction in Bakersfield, California. CTCI’s fees and costs, including direct costs, overhead fees and the contractor’s fee, are guaranteed not to exceed $178 million (which maximum price is subject to adjustment for certain change orders). The obligations of CTCI have been guaranteed by CTCI Corporation, the Taiwanese parent company of CTCI Environmental Remediation Liabilities The Company recognizes its asset retirement obligation and environmental remediation liabilities and has estimated such liabilities as of its acquisition date. It is the Company’s policy to accrue environmental and clean-up related costs of a non-capital nature when it is both probable that a liability has been incurred and the amount can be reasonably estimated. Environmental remediation liabilities represent the current estimated costs to investigate and remediate contamination at our properties. This estimate is based on internal and third-party assessments of the extent of the contamination, the selected remediation technology and review of applicable environmental regulations, typically considering estimated activities and costs for 20 years, and up to 30 years if a longer period is believed reasonably necessary. Accruals for estimated costs from environmental remediation obligations generally are recognized no later than completion of the remedial feasibility study and include, but are not limited to, costs to perform remedial actions and costs of machinery and equipment that are dedicated to the remedial actions and that do not have an alternative use. Such accruals are adjusted as further information develops or circumstances change. We discount environmental remediation liabilities to their present value if payments are fixed and determinable. However, as the timing and amount of these costs were undeterminable as of September 30, 2021, these costs have not been discounted. Expenditures for equipment necessary for environmental issues relating to ongoing operations are capitalized. Changes in laws and regulations and actual remediation expenses compared to historical experience could significantly impact our results of operations and financial position. We believe the estimates selected, in each instance, represent our best estimate of future outcomes, but the actual outcomes could differ from the estimates selected. At September 30 2021, accrued environmental remediation liability costs totaled $21.0 million of which $1.5 million have been classified as current liabilities. At December 31, 2020, accrued environmental liabilities totaled $21.3 million of which $0.9 million have been classified as current liabilities. 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 for a total consideration of $89.4 million, including $40 million in cash and assumption of liabilities of $43.9 million. 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. Leases On May 1, 2019, the Company amended its Torrance, California office lease to extend the lease term to July 31, 2022. On January 1, 2021, the Company entered into a lease agreement for a storage facility in Montana. The storage facility will be used for SusOils operations and runs through December 31, 2022. On April 20, 2021, the Company entered into a 36 month lease agreement for two Zephir electric railcar movers for use at the Bakersfield Biorefinery. The table below represents the amounts due through the end of lease terms. Period Minimum Discount Minimum Payments October December $ 40,767 $ 1,480 $ 39,287 2022 202,149 3,709 198,440 2023 162,616 1,111 161,504 2024 121,962 269 121,693 Total $ 527,494 $ 6,569 $ 520,924 On April 20, 2021, BKRF entered into a three-year lease beginning upon delivery of two railcar movers. The equipment was delivered in August and the first monthly payment was made in September 2021. The monthly payment is $13,551 and has an interest rate of 3%. On September 24, 2021, SusOils entered into a five-year lease beginning on November 1, 2021 for its North American headquarters, a new state-of-the-art facility located in Great Falls, Montana. This new facility will consolidate SusOils crop innovation programs, commercial grower support and executive and administrative activities at one location and will be fully operational by November 1, 2021 . . Legal BKRF, formerly Alon Bakersfield Property, Inc., is one of the parties 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 Alon Bakersfield Property, Inc. and Paramount Petroleum Corporation (a parent company of Alon Bakersfield Property, Inc. at the time of the award in 2019). Under the agreements pursuant to which we purchased BKRF, In August, 2020, Wood Warren & Co. Securities, LLC (“Wood Warren”) filed a complaint in the Superior Court of California, Wood Warren & Co Securities, LLC vs. GCE Holdings Acquisitions, LLC In December, 2020, Roll Energy Investments LLC (“Roll”) filed a complaint in the Superior Court of California, Los Angeles County, titled Roll Energy Investments LLC v. Global Clean Energy Holdings, Inc., 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. 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 condensed consolidated balance sheets. COVID-19 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 is ongoing, but the Company believes that the pandemic to date has not materially impacted the Company’s operations and that the pandemic is not expected to be materially disruptive to its future plans and targeted date of beginning commercial operations, although certain supply chain disruptions could impact the completion date of the Bakersfield Biorefinery. The Company has implemented strict protocols on its on-site workforce and continues to monitor the potential impacts to its business. The extent of the impact of the COVID-19 pandemic on the Company’s operations, cash flows, liquidity and capital resources is highly uncertain, as information is evolving with respect to the duration and severity of the virus and its variants. However, based on its experience with the disease to date, the Company expects that the future impacts due to COVID-19 are not likely to be materially disruptive to its ongoing business. Acquisitions On July 20, 2021, the Company entered into a non-binding Letter of Intent to acquire an off-shore company that owns certain patents, feedstock pathway expertise and intellectual property related to camelina development. The consummation of the transaction is subject to the Company's completion of its due diligence review and the preparation of mutually acceptable transaction documents. The transaction is expected to close by November 30, 2021. |
ORGANIZATION AND SIGNIFICANT _2
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Description of Business | Description of Business Global Clean Energy Holdings, Inc., a Delaware corporation, and its wholly owned subsidiaries (collectively, the “Company”, “we”, “us” or “our”) is a U.S.-based integrated agricultural-energy biofuels company that 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 nonfood-based bio-feedstocks and has an investment in several proprietary varieties of Camelina Sativa (“Camelina”), a fast growing, low input and ultra-low-carbon intensity crop used as a feedstock for renewable fuels. The Company holds its Camelina assets (including all related intellectual property related rights and approvals) and operates its Camelina business through its subsidiary, Sustainable Oils Inc., (“Susoils”) a Delaware corporation. On May 7, 2020 the Company purchased a crude oil refinery in Bakersfield, California with the objective of retrofitting it to produce renewable diesel from Camelina and other non-food feedstocks (the “Bakersfield Biorefinery”). The Bakersfield Biorefinery is owned by Bakersfield Renewable Fuels, LLC, (“BKRF”) an indirect wholly-owned subsidiary of Global Clean Energy Holdings, Inc. The retrofitting of the refinery commenced promptly after the acquisition and is scheduled to be completed in early 2022. After necessary start-up procedures and testing are complete, we expect production to be approximately 10,000 barrels per day (420,000 gallons per day). Although the Bakersfield Biorefinery will have a nameplate capacity of 15,000 barrels per day, we do not expect to produce more than 10,000 barrels per day for at least the first year of production. The Company has entered into both a product offtake agreement and a term purchase agreement with a major oil company for the purchase by the oil company of all, or substantially all, of the renewable diesel to be produced at the Bakersfield Biorefinery for the first five years of production. See Note B - Basis of Presentation and Liquidity which describes the offtake agreement in more detail . |
Basis of Presentation | Basis of Presentation The accompanying condensed consolidated balance sheet of the Company at December 31, 2020, has been derived from audited The accompanying condensed consolidated financial statements include the accounts of Global Clean Energy Holdings, Inc. and its subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. |
Acquisition | Acquisitions On April 15, 2021, the Company acquired Agribody Technologies, Inc., (“ATI”) a private agricultural biotechnology company. The transaction was accomplished by acquiring a 100% controlling interest in ATI in an all-stock transaction for a total fair rev e Below is a table that shows the fair value of assets acquired and liabilities assumed by the Company as a result of the transaction: Assets As of April 15, 2021 Cash $ 263,755 Property, 185,445 Patents 3,450,000 Trade name 90,000 Goodwill 1,355,077 Liabilities Accounts (344,277 ) Total 5,000,000 Less: (263,755 ) Total $ 4,736,245 |
Per Share Information | Per Share Information On March 26, 2021, the Company effected a one-for-ten reverse stock split. All common stock and per share information (other than par value) contained in these condensed consolidated financial statements and footnotes have been adjusted to reflect the foregoing reverse stock split. Prior to the reverse stock split the Company had 358,499,606 common common common common 5 |
Restricted Cash | Restricted Cash In accordance with the Company’s Senior Credit Facility agreement (see Note E - Debt), the Company is required to advance the calculated interest expense on its borrowings at the time of such borrowings to the estimated commercial operational date of the Bakersfield Biorefinery. This interest is deposited into a designated account and the appropriate amount is paid to the lenders at the end of each quarter. Additionally, the construction funds are deposited into its own designated account and deposited from that designated account into the BKRF account only upon approval by the lenders to pay for specific construction, facility and related costs. These two accounts are restricted and not directly accessible by the Company for general use, although these funds are assets of the Company. The Company estimates how much of this cash is likely to be capitalized into the Bakersfield Biorefinery project in the form of a long-term asset, and classifies this amount as long-term. The Company makes this determination based on its budget, recent and near-term invoicing, and internal projections . |
Cash and Cash Equivalents; Concentration of Credit Risk | Cash and Cash Equivalents; Concentration of Credit Risk The Company considers all highly liquid debt instruments maturing in three months or less to be cash equivalents. The Company |
Inventories | Inventories Inventories currently consist of Camelina seeds, grain, meal, and oil. Inventories are valued at the lower of cost or net realizable value. Cost is determined based on standard cost. There were no lower of cost or market adjustments made to the inventory values reported as of September 30, 2021 and December 31, 2020. |
Property and Equipment | Property, Plant and Equipment Property, plant and equipment are stated at cost. Depreciation of office equipment and transportation equipment are computed using the straight-line method over estimated useful lives of 3 to 5 years. Refinery assets and buildings are depreciated using the straight-line method over estimated useful lives of 5 to 25 years. Ho |
Long-Lived Assets | Long-Lived Assets In accordance with U.S. GAAP for the impairment or disposal of long-lived assets, the carrying values of intangible assets and other long-lived assets are reviewed on a regular basis for the existence of facts or circumstances that may suggest impairment. The Company recognizes impairment when the aggregate of the expected undiscounted future cash flows is less than the carrying amount of the asset. Impairment losses, if any, are measured as the excess of the carrying amount of the asset over its estimated fair value. During the three and nine months ended September 30, 2021 and 2020, there were no impairment losses recognized on long-lived assets. |
Indefinite Lived Assets | Indefinite Lived Assets The Company has two assets, goodwill and trade name, that are indefinite-lived assets. Goodwill represents the excess of the fair value of consideration over the fair value of identifiable net assets acquired. Goodwill is allocated at the date of the business combination. Goodwill is not amortized, but is tested for impairment annually on December 31 of each year or more frequently if events or changes in circumstances indicate the asset may be impaired. The trade name the Company acquired as part of the transaction with ATI |
Debt Issuance Costs | Debt Issuance Costs The acquisition of the refinery and the related $365 million of financing to fund the retrofit closed in May 2020. In connection with financing the refinery, we incurred approximately $ 7.1 |
Accounts Payable and Accrued Liabilities | Accounts Payable and Accrued Liabilities For presentation purposes, accounts payable and accrued liabilities have been combined. As of September 30, 2021 and December 31, 2020, accounts payable and accrued liabilities consists of: As of September As of December Accounts payable $ 14,845,855 $ 9,724,136 Accrued compensation and related liabilities 3,358,408 3,034,688 Accrued interest payable 1,782,358 2,093,649 Accrued construction costs 25,345,484 - Other accrued liabilities 4,623,331 3,146,478 Current portion of asset retirement obligations 4,478,948 3,716,000 Current portion of environmental liabilities 1,521,918 883,000 $ 55,956,302 $ 22,597,951 |
Asset Retirement Obligations | Asset Retirement Obligations The Company recognizes liabilities which represent the fair value of a legal obligation to perform asset retirement activities, including those that are conditional on a future event, when the amount can be reasonably estimated. If a reasonable estimate cannot be made at the time the liability is incurred, we record the liability when sufficient information is available to estimate the liability’s fair value. We have asset retirement obligations with respect to our Bakersfield Biorefinery due to various legal obligations to clean and/or dispose of these assets at the time they are retired. However, the majority of these assets can be used for extended and indeterminate periods of time provided that they are properly maintained and/or upgraded. It is our practice and intent to continue to maintain these assets and make improvements based on technological advances. $ 13.8 We estimate our escalation rate at 3.33% and our discount factor ranges from 3.62% in year one to 7.26% in year twenty, with the weighted average discount rate being 5.0%. See Note H - Commitments and Contingencies for more detail on environmental liabilities, which are accounted for separately from asset retirement obligations. The following table provides a reconciliation of the changes in asset retirement obligations for the nine months ended September 30, 2021 and the year ended December 31, 2020 . Nine months ended Year ended December Asset retirement obligations - beginning of period $ 21,478,977 $ - Additions related to acquisition of refinery - 21,901,977 Disbursements (1,961,711 ) (135,000 ) Accretion 735,000 652,000 Revised obligation estimates - (940,000 ) Asset retirement obligations - end of period $ 20,252,266 $ 21,478,977 The amounts shown as of September 30, 2021 and December 31, 2020, include $ 4.5 million an 3.7 15.8 17.8 |
Advances to Contractors | Advances to Contractors Upon the acquisition of the Bakersfield Biorefinery, the Company advanced $20.1 million to its primary construction contractor for invoices to be billed against the Guaranteed Maximum Price for the Engineering, Procurement and Construction (“EPC”) 1.5 16.3 |
Income Taxes | 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 basis 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. The Company has recorded a 100 |
Revenue Recognition | Revenue Recognition The Company recognizes revenue in accordance with ASC 606, Revenue From Contracts With Customers 0.0 0.2 |
Research and Development | Research and Development Research and development costs are charged to operating expenses when incurred, which were nominal for the three and nine months ended September 30, 2021 and September 30, 2020. |
Fair Value Measurements and Fair Value of Financial Instruments | Fair Value Measurements and Fair Value of Financial Instruments As of September 30, 2021 and December 31, 2020, the carrying amounts of the Company’s financial instruments that are not reported at fair value in the accompanying consolidated balance sheets, including cash, cash equivalents , 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. On December 31, 2019, the Company had a derivative liability of $ 24.8 In March of 2020, the Company settled the derivative contract by agreeing to a payment of $ 5.5 17.6 5.5 512,000 24.8 20.3 The fair value of the derivative forward contract was primarily based upon the notional amount and the forward strip market prices of Ultra Low Sulfur Diesel, and was 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, the Company used the Black-76 option pricing model, a variation of the Black-Scholes option pricing model. As a result, the contract as a whole is included in the Level 3 of the fair value hierarchy. The Company’s Class B Units are also measured at fair value on a recurring basis. See Note E - Debt for more information . The derivative liability discussed herein was derecognized in the first quarter of 2020, and the Company had no derivative liabilities at The following is the recorded fair value of the Class B Units as of September 30, 2021: Carrying Total Fair Quoted prices Significant Significant Liabilities Class B Units as of September 30, 2021 $ 18,054,857 $ 18,054,857 $ - $ - $ 18,054,857 The following is the recorded fair value of the Class B Units as of December 31, 2020: Carrying Total Fair Quoted prices Significant Significant Liabilities Class B Units as of December 31, 2020 $ 5,123,000 $ 5,123,000 $ 5,123,000 The following presents changes in the Class B Units through the three months and nine months ended September 30, 2021: Three months ended Nine months ended Beginning Balance $ 12,623,420 $ 5,123,000 New unit issuances 2,581,864 6,988,372 Change in fair value recognized in earnings 2,849,573 5,943,485 Ending Balance $ 18,054,857 $ 18,054,857 The Three months ended September 30, 2020 Nine months ended September Beginning Balance $ 939,000 $ - New unit issuances 537,000 1,476,000 Change in fair value recognized in earnings - - Ending Balance $ 1,476,000 $ 1,476,000 |
Estimates | Estimates Management uses estimates and assumptions in preparing financial statements. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and reported revenues and expenses. Significant estimates used in preparing these financial statements include a) valuation of common stock, warrants, and stock options, b) estimated useful lives of equipment and intangible assets, c) the estimated costs to remediate or clean-up the refinery site, and the inflation rate, credit-adjusted risk-free rate and timing of payments to calculate the asset retirement obligations, d) the estimated costs to remediate or clean-up identified environmental liabilities, e) the estimated future cash flows and the various metrics required to establish a reasonable estimate of the value of the Class B Units issued to the Company’s lenders under the credit agreement, and f) the allocation of the acquisition price of ATI |
Income/Loss Per Common Share | Income/Loss per Common Share Income/Loss per share amounts are computed by dividing income or loss applicable to the common stockholders of the Company by the weighted-average number of common shares outstanding during each period. Diluted income or loss per share amounts are computed assuming the issuance of common stock for potentially dilutive common stock equivalents. The number of dilutive warrants 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 table presents instruments that were anti-dilutive for the nine months ended September 30, 2021 and September 30, 2020 that were excluded from diluted earnings per share as they would have been antidilutive: Nine ended 30, Nine ended 30, Convertible $ 7,453,968 $ 10,214,164 Convertible - 1,181,819 Stock 19,468,704 19,317,714 |
Stock Based Compensation | 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. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform In October 2021, the FASB issued ASU 2021-08, Accounting for Contract Assets and Contract Liabilities from Contracts with Customers opic |
Subsequent Events | Subsequent Events The |
ORGANIZATION AND SIGNIFICANT _3
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Schedule of Accounts Payable and Accrued Liabilities | For presentation purposes, accounts payable and accrued liabilities have been combined. As of September 30, 2021 and December 31, 2020, accounts payable and accrued liabilities consists of: As of September As of December Accounts payable $ 14,845,855 $ 9,724,136 Accrued compensation and related liabilities 3,358,408 3,034,688 Accrued interest payable 1,782,358 2,093,649 Accrued construction costs 25,345,484 - Other accrued liabilities 4,623,331 3,146,478 Current portion of asset retirement obligations 4,478,948 3,716,000 Current portion of environmental liabilities 1,521,918 883,000 $ 55,956,302 $ 22,597,951 |
Schedule of Asset Retirement Obligations | The following table provides a reconciliation of the changes in asset retirement obligations for the nine months ended September 30, 2021 and the year ended December 31, 2020 . Nine months ended Year ended December Asset retirement obligations - beginning of period $ 21,478,977 $ - Additions related to acquisition of refinery - 21,901,977 Disbursements (1,961,711 ) (135,000 ) Accretion 735,000 652,000 Revised obligation estimates - (940,000 ) Asset retirement obligations - end of period $ 20,252,266 $ 21,478,977 |
Schedule of changes in derivative liability | The following is the recorded fair value of the Class B Units as of September 30, 2021: Carrying Total Fair Quoted prices Significant Significant Liabilities Class B Units as of September 30, 2021 $ 18,054,857 $ 18,054,857 $ - $ - $ 18,054,857 The following is the recorded fair value of the Class B Units as of December 31, 2020: Carrying Total Fair Quoted prices Significant Significant Liabilities Class B Units as of December 31, 2020 $ 5,123,000 $ 5,123,000 $ 5,123,000 The following presents changes in the Class B Units through the three months and nine months ended September 30, 2021: Three months ended Nine months ended Beginning Balance $ 12,623,420 $ 5,123,000 New unit issuances 2,581,864 6,988,372 Change in fair value recognized in earnings 2,849,573 5,943,485 Ending Balance $ 18,054,857 $ 18,054,857 The Three months ended September 30, 2020 Nine months ended September Beginning Balance $ 939,000 $ - New unit issuances 537,000 1,476,000 Change in fair value recognized in earnings - - Ending Balance $ 1,476,000 $ 1,476,000 |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | Nine ended 30, Nine ended 30, Convertible $ 7,453,968 $ 10,214,164 Convertible - 1,181,819 Stock 19,468,704 19,317,714 |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | Below is a table that shows the fair value of assets acquired and liabilities assumed by the Company as a result of the transaction: Assets As of April 15, 2021 Cash $ 263,755 Property, 185,445 Patents 3,450,000 Trade name 90,000 Goodwill 1,355,077 Liabilities Accounts (344,277 ) Total 5,000,000 Less: (263,755 ) Total $ 4,736,245 |
PROPERTY, PLANT AND EQUIPMENT (
PROPERTY, PLANT AND EQUIPMENT (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Allocation of the Purchase Price | The following summarizes this allocation of the fair value of the consideration and also the reclassification of the pre-acquisition costs: Asset Category Capitalized Costs Allocated Total Property and Equipment Land $ 7,584,961 $ - $ 7,584,961 Buildings 2,053,570 - 2,053,570 Refinery 77,845,201 3,222,449 81,067,650 Intangible Assets 1,921,082 - 1,921,082 Total $ 89,404,814 $ 3,222,449 $ 92,627,263 |
Schedule of Property, Plant and Equipment | Property, plant, and equipment as of September 30, 2021 and December 31, 2020 are as follows: September 30, December 31, Land $ 7,584,961 $ 7,584,961 Office Equipment 62,506 61,078 Buildings 2,053,570 2,053,570 Refinery and Industrial Equipment 86,066,002 86,019,130 Transportation Equipment 136,237 - Construction in Process 149,811,267 33,212,695 Construction Period Interest 30,347,027 10,220,766 Total Cost $ 276,061,570 $ 139,152,200 Less Accumulated Depreciation (268,066 ) (179,525 ) Property, plant and equipment, net $ 275,793,504 $ 138,972,675 |
INTANGIBLE ASSETS AND GOODWILL
INTANGIBLE ASSETS AND GOODWILL (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Notes to Financial Statements | |
Schedule of patent license assets | The September 30, December 31, Non-amortizable Intangible Assets Trade Name $ 90,000 $ - Amortizable Intangible Assets Patent licenses 7,973,535 4,442,553 Refinery permits 1,921,082 1,921,082 Less accumulated amortization (2,786,775 ) (2,182,889 ) Intangible Assets, Net $ 7,197,842 $ 4,180,746 |
Schedule of estimated amortization expense | The estimated intangible asset amortization expense for the remainder of 2021 through 2027 and thereafter is as follows: Estimated Amortization October 1, 2021 through December 31, 2021 $ 320,126 2022 1,113,118 2023 855,987 2024 726,135 2025 625,644 2026 610,359 2027 and Thereafter 2,946,473 Total $ 7,197,842 |
DEBT (Tables)
DEBT (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Debt | |
Schedule of notes payable and long-term debt | The September December Notes Senior $ 290,626,038 $ 153,405,569 Fixed 20,250,000 20,250,000 Other 2,928,949 4,198,113 313,804,987 177,853,682 Less: (17,341,122 ) (4,198,113 ) Less: (17,614,939 ) (10,731,206 ) Subtotal 278,848,927 162,924,363 Convertible Convertible 1,000,000 1,000,000 Other - 697,000 Subtotal 1,000,000 1,697,000 Total $ 279,848,927 $ 164,621,363 |
Schedule of minimum required payments of notes payable and long-term debt | The following table summarizes the minimum required payments of notes payable and long-term debt as of September 30, 2021: Year Required 2021 $ 2,928,949 2022 21,250,001 2023 - 2024 - 2025 - Thereafter 290,626,038 Total $ 314,804,988 |
STOCK OPTIONS AND WARRANTS (Tab
STOCK OPTIONS AND WARRANTS (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Disclosure Text Block [Abstract] | |
Summary of option award activity and awards outstanding | A summary of the option award activity in Shares Under Weighted Weighted Aggregate Outstanding at December 31, 2020 19,230,214 $ 0.16 2.81 $ 30,044,649 Granted 424,740 5.61 - Exercised (61,770 ) 0.17 319,433 Forfeited (121,418 ) 5.94 - Expired (3,062 ) 5.51 - Outstanding at September 30, 2021 19,468,704 $ 0.33 2.34 $ 58,046,239 Vested and exercisable at September 30, 2021 18,597,978 $ 0.23 2.27 $ 56,549,516 |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | 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 following table illustrates the assumptions used in estimating the fair value of options granted during the periods presented: Nine months ended Expected Term (in Years) 2 to 5 Volatility 85.665 % Risk Free Rate 0.401 % Dividend Yield 0 % Exit Rate Pre-vesting ( 1 0 % Exit Rate Post-vesting ( 2 0 % Aggregate Grant Date Fair Value $ 1,389,197 ( 1 Assumed forfeiture rate for market condition option awards prior to vesting. ( 2 Assumed expiration or forfeiture rate for market condition option awards after vesting. |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Summary of amounts due through the end of lease terms | The table below represents the amounts due through the end of lease terms. Period Minimum Discount Minimum Payments October December $ 40,767 $ 1,480 $ 39,287 2022 202,149 3,709 198,440 2023 162,616 1,111 161,504 2024 121,962 269 121,693 Total $ 527,494 $ 6,569 $ 520,924 |
ORGANIZATION AND SIGNIFICANT _4
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Organization And Significant Accounting Policies | ||
Accounts payable | $ 14,845,855 | $ 9,724,136 |
Accrued compensation and related liabilities | 3,358,408 | 3,034,688 |
Accrued interest payable | 1,782,358 | 2,093,649 |
Accrued construction costs | 25,345,484 | |
Other accrued expenses | 4,623,331 | 3,146,478 |
Current portion of asset retirement obligations | 4,478,948 | 3,716,000 |
Current portion of environmental liabilities | 1,521,918 | 883,000 |
Accounts Payable and Accrued Liabilities | $ 55,956,302 | $ 22,597,951 |
ORGANIZATION AND SIGNIFICANT _5
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (Details 2) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Organization And Significant Accounting Policies | ||
Asset retirement obligations - beginning of period | $ 21,478,977 | |
Additions related to acquisition of refinery | $ 21,901,977 | |
Disbursements | (1,961,711) | (135,000) |
Accretion | 735,000 | 652,000 |
Revised obligation estimates | (940,000) | |
Asset retirement obligations - end of period | $ 20,252,266 | $ 21,478,977 |
ORGANIZATION AND SIGNIFICANT _6
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (Details 4) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Carrying Value | $ 400,630 | $ 358,499 |
Class B Units [Member] | ||
Carrying Value | 18,054,857 | 5,123,000 |
Fair Value | 18,054,857 | 5,123,000 |
Fair Value, Inputs, Level 3 [Member] | Class B Units [Member] | ||
Fair Value | $ 18,054,857 | $ 5,123,000 |
ORGANIZATION AND SIGNIFICANT _7
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (Details 5) - shares | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Convertible notes and accrued interest | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 7,453,968 | 10,214,164 |
Convertible Preferred Stock - Series B | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 1,181,819 | |
Compensation Based Stock Options and Warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 19,468,704 | 19,317,714 |
ORGANIZATION AND SIGNIFICANT _8
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (Details 6) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Disclosure Organization and Significant Accounting Policies Details 6 [Abstract] | ||||
Beginning Balance | $ 12,623,420 | $ 939,000 | $ 5,123,000 | $ 0 |
New unit issuances | 2,581,864 | 537,000 | 6,988,372 | 1,476,000 |
Change in fair value recognized in earnings | 2,849,573 | 0 | 5,943,485 | 0 |
Ending Balance | $ 18,054,857 | $ 1,476,000 | $ 18,054,857 | $ 1,476,000 |
ORGANIZATION AND SIGNIFICANT _9
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (Details 7) - USD ($) | Sep. 30, 2021 | Apr. 15, 2021 |
Business Acquisition [Line Items] | ||
Cash | $ 263,755 | |
Furniture and equipment | 185,445 | |
Patents | 3,450,000 | |
Trade Name | 90,000 | |
Goodwill | $ 1,355,077 | 1,355,077 |
Accrued Expenses | (344,277) | |
Total fair value of net assets acquired | 5,000,000 | |
Less: Cash Acquired | (263,755) | |
Total fair value of consideration transferred, net of cash acquired | $ 4,736,245 |
ORGANIZATION AND SIGNIFICANT_10
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) $ / shares in Units, $ in Millions | Apr. 15, 2021 | May 31, 2020 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 26, 2021 | Mar. 25, 2021 | Dec. 31, 2020 |
Reverse Stock Split | On March 26, 2021, the Company effected a one-for-ten reverse stock split | ||||||
Common Stock, Shares Outstanding | 40,063,068 | 35,850,089 | 358,499,606 | 35,850,089 | |||
Business Acquisition, Percentage of Voting Interests Acquired | 100.00% | ||||||
Business Combination, Consideration Transferred | $ 5 | ||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 830,526 | ||||||
Business Acquisition, Share Price | $ 6.02 | ||||||
Advance to Contractor | $ 1.5 | $ 20.1 | |||||
New Advance To Contractor | $ 16.3 | $ 17.8 | |||||
Bakersfield Refinery | |||||||
Financing for retrofit | $ 365 | ||||||
Equipment [Member] | Minimum [Member] | |||||||
Property, Plant and Equipment, Useful Life | 3 years | ||||||
Equipment [Member] | Maximum [Member] | |||||||
Property, Plant and Equipment, Useful Life | 5 years | ||||||
Refinery Assets and Buildings | Minimum [Member] | |||||||
Property, Plant and Equipment, Useful Life | 5 years | ||||||
Refinery Assets and Buildings | Maximum [Member] | |||||||
Property, Plant and Equipment, Useful Life | 25 years |
BASIS OF PRESENTATION AND LIQ_2
BASIS OF PRESENTATION AND LIQUIDITY (Details Narrative) - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | |
Notes to Financial Statements [Line Items] | ||
Net Loss | $ 34,000,000 | |
Accumulated deficit | 100,200,000 | |
Working Capital | 50,100,000 | |
Restricted Cash | 2,327,814 | $ 12,943,222 |
Stockholders' Deficit | $ 53,400,000 |
PROPERTY, PLANT AND EQUIPMENT_2
PROPERTY, PLANT AND EQUIPMENT (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Property, plant and equipment, cost | $ 276,061,570 | $ 139,152,200 |
Less Accumulated Depreciation | (268,066) | (179,525) |
Property, plant and equipment, net | 275,793,504 | 138,972,675 |
Land [Member] | ||
Property, plant and equipment, cost | 7,584,961 | 7,584,961 |
Office Equipment [Member] | ||
Property, plant and equipment, cost | 62,506 | 61,078 |
Buildings [Member] | ||
Property, plant and equipment, cost | 2,053,570 | 2,053,570 |
Refinery and Industrial Equipment | ||
Property, plant and equipment, cost | 86,066,002 | 86,019,130 |
Transportation Equipment [Member] | ||
Property, plant and equipment, cost | 136,237 | |
Construction in Progress [Member] | ||
Property, plant and equipment, cost | 30,347,027 | 10,220,766 |
Construction Period Interest [Member] | ||
Property, plant and equipment, cost | $ 149,811,267 | $ 33,212,695 |
PROPERTY, PLANT AND EQUIPMENT_3
PROPERTY, PLANT AND EQUIPMENT (Details 2) | Sep. 30, 2021USD ($) |
Capitalized Costs Based on Acquisition Valuation | $ 89,404,814 |
Allocated Pre-Acquisition Costs | 3,222,449 |
Total Capitalized Costs on Acquisition | 92,627,263 |
Land [Member] | |
Capitalized Costs Based on Acquisition Valuation | 7,584,961 |
Total Capitalized Costs on Acquisition | 7,584,961 |
Buildings [Member] | |
Capitalized Costs Based on Acquisition Valuation | 2,053,570 |
Total Capitalized Costs on Acquisition | 2,053,570 |
Refinery Assets and Buildings [Member] | |
Capitalized Costs Based on Acquisition Valuation | 77,845,201 |
Allocated Pre-Acquisition Costs | 3,222,449 |
Total Capitalized Costs on Acquisition | 81,067,650 |
Intangible Assets [Member] | |
Capitalized Costs Based on Acquisition Valuation | 1,921,082 |
Total Capitalized Costs on Acquisition | $ 1,921,082 |
INTANGIBLE ASSETS AND GOODWIL_2
INTANGIBLE ASSETS AND GOODWILL (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Non-amortizable Intangible Assets | ||
Trade Name | $ 90,000 | |
Amortizable Intangible Assets | ||
Refinery permits | 1,921,082 | $ 1,921,082 |
Less accumulated amortization | (2,786,775) | (2,182,889) |
Intangible Assets, Net | 7,197,842 | 4,180,746 |
Patents [Member] | ||
Amortizable Intangible Assets | ||
Finite-Lived Intangible Assets, Gross | $ 7,973,535 | $ 4,442,553 |
INTANGIBLE ASSETS AND GOODWIL_3
INTANGIBLE ASSETS AND GOODWILL (Details 2) | Sep. 30, 2021USD ($) |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | |
2022 | $ 1,113,118 |
2023 | 855,987 |
2024 | 726,135 |
2025 | 625,644 |
2026 | 610,359 |
Thereafter | 2,946,473 |
Total | $ 7,197,842 |
INTANGIBLE ASSETS AND GOODWIL_4
INTANGIBLE ASSETS AND GOODWILL (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Notes to Financial Statements [Line Items] | ||||
Finite-Lived Intangible Asset, Useful Life | 15 years | |||
Amortization of intangible assets | $ 320,000 | $ 95,000 | $ 699,000 | $ 251,000 |
Trade Name | $ 90,000 | $ 90,000 | ||
Agribody Technologies, Inc [Member] | ||||
Notes to Financial Statements [Line Items] | ||||
Finite-Lived Intangible Asset, Useful Life | 20 years | |||
Finite-lived Intangible Assets Acquired | $ 3,500,000 |
DEBT (Details)
DEBT (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Notes Payable | ||
Senior credit facility | $ 290,626,038 | $ 153,405,569 |
Fixed payment obligation | 20,250,000 | 20,250,000 |
Other notes - current | 2,928,949 | 4,198,113 |
Notes Payable, Gross | 313,804,987 | 177,853,682 |
Less: Current portion of long-term debt | (17,341,122) | (4,198,113) |
Less: unamortized debt discount and issuance costs | (17,614,939) | (10,731,206) |
Notes Payable | 278,848,927 | 162,924,363 |
Convertible Notes Payable | ||
Convertible note payable to executive officer | 1,000,000 | 1,000,000 |
Other convertible notes payable | 697,000 | |
Convertible Notes Payable | 1,000,000 | 1,697,000 |
Debt | $ 279,848,927 | $ 164,621,363 |
DEBT (Details Narrative)
DEBT (Details Narrative) - USD ($) $ / shares in Units, shares in Millions | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Oct. 16, 2018 | |
Convertible note payable | $ 0 | ||
Debt conversion, description | The Company had several notes that were convertible into shares of the Company or the Company’s subsidiaries at different prices: ranging from $0.30 per share into the Company’s stock and up to $1.48 per share into Susoils’s common stock. | ||
Interest rate, description | These notes have passed their original maturity date and they continue to accrue interest at varying rates, from 8% to 10%. | ||
Contingency reserve | $ 35,000,000 | ||
Percent of insurance premiums paid | 8.50% | ||
Debt Instrument, Interest Rate, Stated Percentage | 3.85% | ||
Debt Instrument, Periodic Payment | $ 500,000 | ||
Issuance Of Common Shares At An Agreed Price | $ 5.75 | ||
Debt Issuance Costs | $ (4,218,211) | ||
Debt Instrument, Face Amount | $ 600,000 | ||
SBA Paycheck Protection Program [Member] | |||
Debt Instrument, Interest Rate, Stated Percentage | 1.00% | ||
Class B Units [Member] | |||
Debt Conversion, Converted Instrument, Shares Issued | 284.8 | ||
Debt Issuance Costs | $ 10,100,000 | ||
Chief Executive Officer and President | |||
Accrued salary and bonus | $ 1,000,000 | ||
Convertible note payable | $ 1,000,000 |
STOCKHOLDERS' EQUITY (Details)
STOCKHOLDERS' EQUITY (Details) - USD ($) | Aug. 16, 2021 | Jun. 01, 2021 | Apr. 15, 2021 | Nov. 06, 2007 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2021 | Dec. 31, 2020 |
Stock issued during period in exchange shares | 496,000 | |||||||
Stock issued during period in exchange values | $ 3,100,000 | |||||||
Stock Issued During Period, Value, Acquisitions | $ 5,000,000 | $ 5,000,000 | ||||||
Stock Issued During Period, Shares, Acquisitions | 830,526 | |||||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 53,723 | |||||||
Stock Issued During Period, Value, Conversion of Convertible Securities | $ 308,889 | $ 476,036 | ||||||
Convertible Preferred Stock, Shares Issued upon Conversion | 1,181,819 | 1,181,819 | ||||||
Preferred Stock, Value, Issued | $ 0 | $ 0 | $ 13 | |||||
Agribody Technologies, Inc [Member] | ||||||||
Stock Issued During Period, Value, Acquisitions | $ 5,000,000 | |||||||
Stock Issued During Period, Shares, Acquisitions | 830,526 | |||||||
Director [Member] | ||||||||
Stock issued during period exercise of options shares | 50,000 | |||||||
Employees [Member] | ||||||||
Stock issued during period exercise of options shares | 12,332 | |||||||
Stock Options [Member] | ||||||||
Stock issued during period exercise of options shares | 62,332 | |||||||
Two Investors | Series B Convertible Preferred Stock | ||||||||
Preferres stock shares sold | 13,000 | |||||||
Proceeds from sale of stock | $ 1,300,000 | |||||||
Offering cost | $ 9,265 | |||||||
Sale of stock price per share | $ 100 |
STOCK OPTIONS AND WARRANTS (Det
STOCK OPTIONS AND WARRANTS (Details) - Option [Member] | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021USD ($)$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | |
Options, Outstanding, Beginning Balance | shares | 19,230,214 | |
Options, Granted | shares | 424,740 | |
Options, Exercised | shares | ||
Options, Forfeited | shares | (121,418) | |
Options, Expired | shares | ||
Options, Outstanding, Ending Balance | shares | 19,468,704 | 19,230,214 |
Options Exercisable | shares | 18,597,978 | |
Options, Outstanding, Weighted Average Exercise Price, Beginning Balance | $ / shares | $ 0.16 | |
Options, Granted, Weighted Average Exercise Price | $ / shares | 5.61 | |
Options, Exercise, Weighted Average Exercise Price | $ / shares | ||
Options, Forfeited, Weighted Average Exercise Price | $ / shares | 5.94 | |
Options, Expired, Weighted Average Exercise Price | $ / shares | ||
Options, Outstanding, Weighted Average Exercise Price, Ending Balance | $ / shares | 0.33 | $ 0.16 |
Options Exercisable, Exercise Price | $ / shares | $ 0.23 | |
Options, Outstanding, Weighted Average Remaining Contractual Term | 2 years 4 months 2 days | 2 years 9 months 21 days |
Options, Vested and Exercisable, Weighted Average Remaining Contractual Life | 2 years 3 months 7 days | |
Options, Outstanding, Intrinsic Value, Beginning Balance | $ | $ 30,044,649 | |
Options, Outstanding, Intrinsic Value, Exercised | $ | 319,433 | |
Options, Outstanding, Intrinsic Value, Ending Balance | $ | 58,046,239 | $ 30,044,649 |
Options Exercisable, Intrinsic Value | $ | $ 56,549,516 |
STOCK OPTIONS AND WARRANTS (D_2
STOCK OPTIONS AND WARRANTS (Details 2) | 9 Months Ended | |
Sep. 30, 2021USD ($) | ||
Volatility | 85.665% | |
Risk free Rate | 0.401% | |
Dividend Yield | 0.00% | |
Exit Rate Pre-Vesting | 0.00% | [1] |
Exit Rate Post Vesting | 0.00% | [2] |
Aggregate Grant Date Fair value | $ 1,389,197 | |
Minimum | ||
Expected Term (in Years) | 2 years | |
Maximum | ||
Expected Term (in Years) | 5 years | |
[1] | Assumed forfeiture rate for market condition option awards prior to vesting. | |
[2] | Assumed expiration or forfeiture rate for market condition option awards after vesting. |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES (Details) | Sep. 30, 2021USD ($) |
2021 | $ 39,287 |
2022 | 198,440 |
2023 | 161,504 |
2024 | 121,693 |
Total | 520,924 |
Minimum Payments [Member] | |
2021 | 40,767 |
2022 | 202,149 |
2023 | 162,616 |
2024 | 121,962 |
Total | 527,494 |
Discount [Member] | |
2021 | 1,480 |
2022 | 3,709 |
2023 | 1,111 |
2024 | 269 |
Total | $ 6,569 |
STOCK OPTIONS AND WARRANTS (D_3
STOCK OPTIONS AND WARRANTS (Details Narrative) | 9 Months Ended |
Sep. 30, 2021USD ($)$ / sharesshares | |
Class of warrant or right, number of securities called by warrants or rights | shares | 19,840 |
Class of warrant or right, exercise price of warrants or rights | $ / shares | $ 6.25 |
Proceeds from warrant exercises | $ | $ 124,000 |
COMMITMENTS AND CONTINGENCIES_3
COMMITMENTS AND CONTINGENCIES (Details Narrative) | Jan. 15, 2019 | Sep. 30, 2021 |
Chief Executive Officer [Member] | ||
Options exercise, description | 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 the Company’s Common Stock at an exercise price of $0.154 per share. | |
Executive Vice President [Member] | ||
Options expire term | 5 years |