Cover Page
Cover Page - USD ($) | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2022 | Jun. 30, 2021 | |
Cover [Abstract] | ||||
Document Type | 10-K | |||
Amendment Flag | false | |||
Document Annual Report | true | |||
Document Transition Report | false | |||
Document Period End Date | Dec. 31, 2021 | |||
Document Fiscal Year Focus | 2021 | |||
Document Fiscal Period Focus | FY | |||
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 Well-known Seasoned Issuer | No | |||
Entity Voluntary Filers | No | |||
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 | 42,223,933 | |||
ICFR Auditor Attestation Flag | false | |||
Entity Public Float | $ 156,453,000 | |||
Auditor Name | GRANT THORNTON LLP | Macias Gini & O’Connell LLP | ||
Auditor Firm ID | 248 | 324 | ||
Auditor Location | Kansas City, Missouri | Irvine, CA |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 2,957,296 | $ 3,370,519 |
Accounts receivable | 1,374,500 | 143,823 |
Restricted cash | 7,972,914 | 12,943,222 |
Inventories, net | 3,596,296 | 846,197 |
Prepaid expenses and other current assets | 2,870,074 | 5,431,552 |
Total Current Assets | 18,771,080 | 22,735,313 |
RESTRICTED CASH, net of current portion | 12,491,684 | 22,668,984 |
DEBT ISSUANCE COSTS, NET | 3,972,568 | 840,211 |
OPERATING LEASE RIGHT-OF-USE-ASSET | 481,027 | 51,611 |
INTANGIBLE ASSETS, NET | 12,771,996 | 4,180,746 |
GOODWILL | 8,777,440 | |
LONG TERM DEPOSITS | 628,689 | 628,382 |
PROPERTY, PLANT AND EQUIPMENT, NET | 353,852,931 | 138,972,675 |
ADVANCES TO CONTRACTORS | 10,021,908 | 16,000,000 |
TOTAL ASSETS | 421,769,323 | 206,077,922 |
CURRENT LIABILITIES | ||
Accounts payable | 4,563,304 | 9,724,136 |
Accrued liabilities | 40,269,003 | 12,873,815 |
commitmentWarrant Commitment Liability, at fair value | 19,215,140 | |
Current portion of operating lease obligations | 198,440 | 52,653 |
Notes payable including current portion of long-term debt, net | 35,223,402 | 4,198,113 |
Convertible notes payable | 1,000,000 | 1,697,000 |
Total Current Liabilities | 100,469,289 | 28,545,717 |
LONG-TERM LIABILITIES | ||
Operating lease obligations, net of current portion | 283,197 | 0 |
Mandatorily redeemable equity instruments of subsidiary, at fair value (Class B Units) | 21,628,689 | 5,123,000 |
Long-term debt, net | 3,450,576 | 16,155,138 |
Senior credit facility, net | 317,780,666 | 146,769,225 |
Asset retirement obligations, net of current portion | 17,661,429 | 17,762,977 |
Environmental liabilities, net of current portion | 19,488,571 | 20,455,938 |
Deferred tax liabilities | 1,623,599 | 0 |
TOTAL LIABILITIES | 482,386,016 | 234,811,995 |
STOCKHOLDERS' DEFICIT | ||
Preferred stock - $0.01 par value; 50,000,000 shares authorized Series B, convertible; 0 and 13,000 shares issued and outstanding (aggregate liquidation preference of $1,300,000) | 0 | 13 |
Common stock, $0.01 par value; 500,000,000 shares authorized; 42,013,433 and 35,850,089 shares issued and outstanding, at December 31,2021 and December 31, 2020 respectively | 420,134 | 358,499 |
Additional paid-in capital | 51,142,220 | 31,670,954 |
Accumulated deficit | (117,647,947) | (66,232,439) |
Total stockholders' deficit attributable to Global Clean Energy Holdings, Inc. | (66,085,593) | (34,202,973) |
Non-controlling interests | 5,468,900 | 5,468,900 |
Total Stockholders' Deficit | (60,616,693) | (28,734,073) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ 421,769,323 | $ 206,077,922 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Preferred Stock, par or stated value | $ 0.01 | $ 0.01 |
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 | $ 0.01 | $ 0.01 |
Common Stock, shares authorized | 500,000,000 | 500,000,000 |
Common Stock, shares issued | 42,013,433 | 35,850,089 |
Common Stock, shares outstanding | 42,013,433 | 35,850,089 |
Preferred stock liquidation preference value | $ 1,300,000 | $ 1,300,000 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue | ||
Seed sales, net | $ 214,909 | |
Cost of goods sold | 141,242 | |
Gross Profit | 73,667 | |
Operating Expenses [Abstract] | ||
General and administrative expense | 25,165,361 | $ 7,972,776 |
Facilities expense | 14,503,409 | 3,345,458 |
Depreciation expense | 181,112 | 118,447 |
Amortization expense | 924,012 | 251,354 |
Total Operating Expenses | 40,773,894 | 11,688,035 |
OPERATING LOSS | (40,700,227) | (11,688,035) |
OTHER INCOME (EXPENSE) | ||
Interest expense, net | (2,907,657) | (2,832,398) |
Other income | 365,322 | 515,914 |
Change in fair value of Class B Units | (6,083,276) | (2,021,656) |
Change in fair value of Warrant Commitment Liability | (3,210,885) | 0 |
Change in fair value of derivative liability | 5,476,000 | |
Loss before income taxes | (52,536,723) | (10,550,175) |
Income tax benefit | 1,121,215 | |
NET LOSS | $ (51,415,508) | $ (10,550,175) |
BASIC NET LOSS PER COMMON SHARE | $ (1.33) | $ (0.30) |
DILUTED NET LOSS PER COMMON SHARE | $ (1.33) | $ (0.30) |
BASIC WEIGHTED AVERAGE SHARES OUTSTANDING | 38,802,588 | 35,619,270 |
DILUTED WEIGHTED-AVERAGE SHARES OUTSTANDING | 38,802,588 | 35,619,270 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (DEFICIT) - USD ($) | Total | Entira, Inc | Camelina Company Espana SL | Preferred StockSeries B Convertible Preferred Stock | Common Stock | Common StockEntira, Inc | Common StockCamelina Company Espana SL | Additional Paid-In Capital | Additional Paid-In CapitalEntira, Inc | Additional Paid-In CapitalCamelina Company Espana SL | Accumulated Deficit | Non - controlling Interests |
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 | 326,486 | 326,486 | ||||||||||
Exercise of stock options | 90,796 | $ 14,470 | 76,326 | |||||||||
Exercise of stock options, Shares | 1,447,017 | |||||||||||
Option grants for investment in subsidiaries | 5,477,677 | 8,777 | $ 5,468,900 | |||||||||
Net loss | (10,550,175) | (10,550,175) | ||||||||||
Ending Balance at Dec. 31, 2020 | (28,734,073) | $ 13 | $ 358,499 | 31,670,954 | (66,232,439) | 5,468,900 | ||||||
Ending Balance, Shares at Dec. 31, 2020 | 13,000 | 35,850,089 | ||||||||||
Share-based compensation from issuance of options and compensation-based warrants | 691,821 | 691,821 | ||||||||||
Shares issued to employees | 768,368 | $ 1,392 | 766,976 | |||||||||
Shares issued to employees, Shares | 139,164 | |||||||||||
Exercise of stock options | 12,005 | $ 1,125 | 10,880 | |||||||||
Exercise of stock options, Shares | 112,432 | |||||||||||
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 | |||||||||||
Purchase of Agribody Technologies, Inc | $ 5,000,000 | $ 2,463,307 | $ 6,712,462 | $ 8,305 | $ 4,071 | $ 13,540 | 4,991,695 | $ 2,459,236 | $ 6,698,922 | |||
Purchase of Agribody Technologies, Inc, Shares | 830,526 | 1,353,951 | 830,526 | 407,150 | 1,353,951 | |||||||
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 loss | (51,415,508) | (51,415,508) | ||||||||||
Ending Balance at Dec. 31, 2021 | $ (60,616,693) | $ 420,134 | $ 51,142,220 | $ (117,647,947) | $ 5,468,900 | |||||||
Ending Balance, Shares at Dec. 31, 2021 | 42,013,433 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS € in Millions | 12 Months Ended | |
Dec. 31, 2021USD ($)shares | Dec. 31, 2020USD ($)shares | |
Operating Activities | ||
Net Loss | $ (51,415,508) | $ (10,550,175) |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Share-based compensation | 1,460,189 | 326,486 |
Depreciation and amortization | 1,105,124 | 360,375 |
Accretion of asset retirement obligations | 978,009 | 652,000 |
Gain on settlement of liabilities | (512,363) | |
Change in fair value of Class B Units | 6,083,276 | 2,021,656 |
Change in fair value of Warrant Commitment Liability | 3,210,885 | |
Change in fair value of derivative liability | (5,476,000) | |
Amortization of debt discount and issuance costs | 4,798,252 | |
Deferred tax benefit | (1,121,215) | |
Changes in operating assets and liabilities net of effect of business acquisitions: | ||
Accounts receivable | (135,783) | (143,823) |
Inventories | (2,750,099) | (823,255) |
Prepaid expenses | 3,443,016 | (1,106,870) |
Other current assets | 213,356 | |
Deposits and other assets | (307) | (875,129) |
Accounts payable | 3,836,128 | 9,214,375 |
Accrued liabilities | (404,401) | 3,216,448 |
Asset retirement obligations | (2,265,557) | (135,000) |
Environmental liabilities | (510,817) | (694,999) |
Operating Lease Obligations | (432) | 610 |
Net Cash Used in Operating Activities | (33,475,884) | (4,525,664) |
Investing Activities | ||
Cash paid for the Bakersfield Renewable Fuels Refinery | (40,000,000) | (36,500,000) |
Cash received as part of acquisition of Agribody Technologies, Inc. | 263,755 | |
Cash paid for intangible assets | (111,746) | |
Advances to contractors, net | (10,021,908) | (16,000,000) |
Cash paid for property, plant, and equipment | (170,941,874) | (45,569,854) |
Net Cash Used in Investing Activities | (181,440,746) | (98,069,854) |
Financing Activities | ||
Proceeds received from exercise of stock options | 12,005 | 90,796 |
Payments on notes payable and long-term debt | (3,720,736) | (5,976,689) |
Borrowings on Bridge Loan | 12,049,763 | |
Borrowings on other notes | 1,771,783 | |
Issuance of common stock for cash | 3,100,000 | |
Payments on debt issuance costs | (4,423,211) | |
Borrowings on Senior Credit Facility | 186,142,984 | 151,430,016 |
Net Cash Provided by Financing Activities | 199,355,799 | 141,120,912 |
Net Change in Cash, Cash Equivalents and Restricted Cash | (15,560,831) | 38,525,394 |
Cash, Cash Equivalents and Restricted Cash at Beginning of Period | 38,982,725 | 457,331 |
Cash, Cash Equivalents and Restricted Cash at Beginning of Period | 23,421,894 | 38,982,725 |
Supplemental Disclosures of Cash Flow Information | ||
Cash Paid for Interest | 30,227,893 | 7,989,794 |
Leased assets obtained for new operating lease liabilities | 443,842 | |
Cash Paid for Income Taxes | ||
Supplemental Disclosures of Non-cash 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. | shares | 8,777 | |
Financed insurance premiums with note payable | $ 4,315,905 | |
Debt discount related to Class B units issued to lender | 6,083,276 | |
Lender warrant commitment incurred for payment of debt issuance costs and payment of consent premium payable to Senior Lenders | 16,004,255 | |
Issued 1,640,509 shares of common stock for conversion of several notes payable and accrued interest | 784,925 | |
Issued 830,526 shares of common stock to acquire Agribody Technologies, Inc. | 5,000,000 | |
In-kind interest added to principal balance of Senior Credit Facility | 5,891,725 | 1,948,553 |
Amounts included in accounts payable and accrued liabilities for purchases of property, plant, and equipment | 27,045,738 | 8,996,960 |
Capitalized interest included in property, plant, and equipment | $ 30,024,394 | 10,220,766 |
Issued 407,150 shares of common stock to acquire Entira, Inc. | shares | 2,463,307 | |
Issued 1,353,951 shares of common stock to acquire Camelina Company Espana SL | $ 5,468,900 | |
Camelina Company Espana SL | ||
Investing Activities | ||
Cash received as part of acquisition of Agribody Technologies, Inc. | $ (631,073) | |
Supplemental Disclosures of Non-cash Investing and Financing Activities | ||
Issued options in Global Clean Energy Acquisitions subsidiary | 6,712,462 | |
Issued 1,353,951 shares of common stock to acquire Camelina Company Espana SL | 6,712,462 | |
Entira, Inc | ||
Investing Activities | ||
Cash received as part of acquisition of Agribody Technologies, Inc. | $ 2,100 |
CONSOLIDATED STATEMENTS OF CA_2
CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) $ in Millions | 12 Months Ended |
Dec. 31, 2021USD ($)shares | |
Conversion of derivative liability into a fixed payment | $ | $ 19.3 |
Conversion of derivative liability into a fixed payment with fair value | $ | $ 18.8 |
Issued Shares For Conversion of Notes Payable | 1,640,509 |
Stock Issued During Period, Shares, Acquisitions | 830,526 |
Noncash or part noncash acquisition, Noncash financial or equity instrument consideration, Shares issued | 407,150 |
Camelina Company Espana Sl [Member] | |
Stock Issued During Period, Shares, Acquisitions | 1,353,951 |
ORGANIZATION AND SIGNIFICANT AC
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 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 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 nonfood feedstocks (the “Bakersfield Renewable Fuels Refinery''). The Bakersfield Renewable Fuels Refinery 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 the second half of 2022. After necessary start-up procedures and testing are complete, we expect production to be approximately 10,000 barrels per day (“BPD”) Renewable Fuels Refinery will have a nameplate capacity of 15,000 BPD BPD Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements include the accounts of GCEH. and its subsidiaries, and have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). References to the “ASC” hereafter refer to the Accounting Standards Codification established by the Financial Accounting Standards Board (“FASB”) as the source of authoritative U.S. GAAP. All intercompany accounts and transactions have been eliminated in consolidation. During the year ended December 31, 2021, we identified a classification error within the total stockholders’ deficit section of the consolidated balance sheet as of December 31, 2020 related to , , or total stockholders’ deficit and has no impact on our consolidated loss for the year ended December 31, 2020. The Company followed ASC 810, Contracts in Entity’s Own Equity Certain reclassifications have been made within the consolidated financial statements for the prior period to conform with current presentation. 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 consolidated financial statements and footnotes have been adjusted to reflect the foregoing reverse stock split. Restricted Cash In accordance with the Company’s Senior Credit Facility (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 Renewable Fuels Refinery. Renewable Fuels Refinery Cash and Cash Equivalents; Concentration of Credit Risk The Company considers all highly liquid debt instruments maturing in three months or less from the date of purchase and cash Inventories Inventories currently consist of Camelina seeds, grain, meal, and oil. Inventories are valued at the lower of cost or net realizable value. Cost is determined based on standard cost. There were no lower of cost or market adjustments made to the inventory values reported as of December 31, 202 1 0 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. However, the refinery will not begin to be depreciated until its retrofitting has been completed and it is ready for operations. Normal maintenance and repair items are charged to operating costs and are expensed as incurred. The cost and accumulated depreciation of property, plant and equipment sold or otherwise retired are removed from the accounts and any gain or loss on disposition is reflected in the statements of operations. Interest on borrowings related to the retrofitting of the Bakersfield Renewable Fuels Refinery 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 year ended December 31, 202 1 0 long-lived assets. Goodwill and Indefinite Lived Assets The Company’s indefinite lived assets consist of, Goodwill and trade names. Goodwill represents the excess of the fair value of consideration over the fair value of identifiable net assets acquired. Goodwill is allocated at the date of 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. We have one reporting unit. The first step in our annual goodwill assessment is to perform the optional qualitative assessment allowed by ASC Topic 350, “ Intangibles - Goodwill and Other Debt Issuance Costs Debt issuance costs primarily relate to financing related to fund the costs of retrofitting the Bakersfield Renewable Fuels Refinery and are amortized over the term of the loan as interest under the effective interest method: however, as such interest primarily relates to retrofitting of the refinery, these costs are being capitalized as part of the refinery until the renewable fuels refinery is placed in service. The amortization of the debt issuance costs that are not capitalized are recorded as interest expense. At December 31, 2021 and December 31, 2020, unamortized debt issuance costs related to the Senior Credit Facility and Bridge Loan (see Note E) are classified as a direct deduction from the carrying amount of each credit facility; however, unamortized debt issuance costs related to the Mezzanine Credit Facility are presented on the balance sheets as an asset as there have not been any borrowings on the Mezzanine Credit Facility at December 31. 2021. See Note E - Debt for more detail on the financing. Accrued Liabilities As of December 31, 2021 and December 31, 2020, accrued liabilities consists of: As of December 31, 2021 As of December 31, 2020 Accrued compensation and related liabilities 3,818,701 3,034,688 Accrued interest payable 1,857,343 2,093,649 Accrued construction costs 27,045,738 - Other accrued liabilities 3,677,671 3,146,478 Current portion of asset retirement obligations 2,530,000 3,716,000 Current portion of environmental liabilities 1,339,550 883,000 $ 40,269,003 $ 12,873,815 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 Renewable Fuels Refinery 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 years ended December 31, 2021 and December 31, 2020. Year ended December 31, Year ended December 31, Asset retirement obligations - beginning of period $ 21,478,977 $ - Additions related to acquisition of refinery - 21,901,977 Disbursements (2,265,557 ) (135,000 ) Accretion 978,009 652,000 Revised obligation estimates - (940,000 ) Asset retirement obligations - end of period $ 20,191,429 $ 21,478,977 The amounts shown as of December 31, 2021 and December 31, 2020, include $2.5 million and $3.7 million, respectively, which have been classified as current liabilities and included in accrued liabilities and $17.7 million and $17.8 million, respectively which have been classified as long-term liabilities as of December 31, 2021 and December 31, 2020, respectively. Advances to Contractors Upon the acquisition of the Bakersfield Renewable Fuels Refinery During s s 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% valuation allowance against the deferred tax assets as of December 31, 2021 and December 31, 2020 . Revenue Recognition The Company recognizes revenue in accordance with ASC 606, “ Revenue From Contracts With Customers ” e Renewable Fuels Refinery sometime in the second half of Research and Development Research and development costs are charged to operating expenses when incurred, which were nominal for the years ended December 31, 2021 and December 31, 2020. Fair Value Measurements and Fair Value of Financial Instruments As of December 31, 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, and restricted cash, accounts receivable, accounts payable, and accrued liabilities, and the convertible note payable to the executive officer approximate their fair value due to their short-term nature. The Company’s Class B Units are reported at fair value. Additionally, as further described below, the Company recognized a liability for a warrant commitment to its Senior Lenders as part of a debt modification included in its executed Amendment No.6 to its Senior Credit Facility, which is reported at fair value. The Senior Credit Facility is a long-term fixed rate debt instrument which has a carrying amount that is approximately at fair value based on a comparison of recently completed market transactions. U.S. GAAP specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company's market assumptions. These two types of inputs have created the following fair-value hierarchy: Level 1— Quoted prices for identical instruments in active markets; Level 2— Quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets; and Level 3— Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. On December 31, 2019, the Company had a derivative liability of $24.8 million related to a forward contract that also included a call option. The notional amount of the forward contract related to gallons of the commodity, Ultra Low Sulfur Diesel. Under the terms of the contract the Company was obligated to pay the equivalent of the notional amount multiplied by the market price of Ultra Low Sulfur Diesel at the settlement dates; however, the call option of the contract capped the market price of Ultra Low Sulfur Diesel. In March of 2020, the Company settled the derivative contract by agreeing to a payment of $5.5 million due on April 30, 2020 and six six The derivative liability discussed herein was derecognized in the first quarter of 2020, and the Company had no derivative assets or liabilities at December 31, 2021 and December 31, 2020. The Company’s Class B Units are also measured at fair value on a recurring basis. See Note E - Debt for more information. On December 20, 2021, the Company executed Amendment No. 6 to the Senior Credit Facility whereby the Company agreed to issue warrants covering 5,017,008 shares of common stock of GCEH at an exercise price to be determined based on a market pricing mechanism upon the completion of the Series C Financing (See Note B) for a term of five years from that date (the “Warrant Commitment Liability”). The Warrant Commitment Liability was in consideration for i) the 1%, or $4.1 million, consent premium payable from an earlier amendment to the Senior and Mezzanine Credit Facilities, ii) the Bridge Loan, and iii) as additional creditor fees for forbearance to the Senior Lenders and Mezzanine Lenders. Such creditor fees were recorded as additional debt discount. The Company recognized a Warrant Commitment Liability as a freestanding instrument that is classified as a liability under ASC 480, “ Distinguishing Liabilities From Equity” The following is the recorded fair value of the Class B Units and the Warrant Commitment Liability Carrying Value Total Fair Quoted prices Significant Significant Liabilities Class B Units $ 21,628,689 $ 21,628,689 $ - $ - $ 21,628,689 Warrant Commitment Liability 19,215,140 19,215,140 19,215,140 Carrying Value Total Fair Value Quoted prices in Significant Significant Liabilities Class B Units $ 5,123,000 $ 5,123,000 $ 5,123,000 Warrant Commitment Liability - - - The following presents changes in the Class B Units for the years ending December 31, 2021 and December 31, 2020: Year ended December 31, Year ended December 31, Beginning Balance $ 5,123,000 $ - New unit issuances 10,422,413 3,101,344 Change in fair value recognized in earnings 6,083,276 2,021,656 Ending Balance $ 21,628,689 $ 5,123,000 The following presents changes in the Warrant Commitment Liability Year ended December 31, Year ended December 31, Beginning Balance $ - $ - Value at establishment 16,004,255 - Change in fair value recognized in earnings 3,210,885 - Ending Balance $ 19,215,140 $ - 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 and the Warrant Commitment Liability issued to the Company’s lenders under the Senior Credit Facility, and f) the fair value of the consideration for acquisitions and the fair value of the assets acquired and liabilities assumed. It is reasonably possible that the significant estimates used will change within the next year. Income/Loss per Common Share Income/Loss per share amounts are computed by dividing income or loss applicable to the common stockholders of the Company by the weighted-average number of common shares outstanding during each period. Diluted income or loss per share amounts are computed assuming the issuance of common stock for potentially dilutive common stock equivalents. The number of dilutive warrants, options, and convertible notes and accrued interest is computed using the treasury stock method, whereby the dilutive effect is reduced by the number of treasury shares the Company could purchase with the proceeds from exercises of warrants and options. The following table presents instruments that were potentially anti-dilutive Year ended December 31, Year ended December 31, Convertible notes and accrued interest 7,535,173 10,214,164 Convertible preferred stock - Series B - 1,181,819 Stock options and warrants 19,567,360 19,317,714 The table above does not include the warrants that will be issued to the Senior Lenders as described in Note B. Stock Based Compensation The Company recognizes compensation expense 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. Forfeitures are accounted for as incurred. Recent Accounting Pronouncements On December 18, 2019, the FASB issued ASU 2019-12, which affects general principles within ASC 740, Income Taxes Company adopted on January 1, 2021 and it In August, 2020, the FASB issued ASU 2020-06, which reduces the complexity of the accounting for convertible debt instruments and its effect on earnings per share calculation. The guidance reduces the number of accounting models used for convertible debt instruments, which will result in fewer embedded conversion features being recognized separately from the original contract. This will also affect the guidance associated with convertible debt for earnings-per-share by requiring the if-converted method rather than the treasury stock method, requiring that potential share settlement be included in the calculation of diluted earnings per share and clarifying that an entity should use the weighted-average share count from each quarter when calculating the year-to-date weighted-average share count. For public business entities, the amendments in ASU 2020-06 are effective for fiscal years beginning after December 15, 2021, including interim periods within those years, and early adoption is permitted for fiscal years beginning after December 15, 2020, including interim periods within those years. The Company is evaluating the impact of the guidance on its consolidated financial statements, but does not expect the impact to be material. In October, 2021, the FASB issued ASU 2021-08, which updates the guidance related to the acquisition of revenue contracts in a business combination. The new guidance requires that the acquiring entity recognize and measure contract assets and liabilities acquired in a business combination in accordance with Topic 606. At the acquisition date the acquirer should recognize the contract assets and liabilities under Topic 606 as they would have been recognized at contract origination rather than at fair value at the time of the acquisition. The intent is to create more comparability of recognition and measurement of the acquired contracts in business combinations. For public business entities, the amendments in ASU 2021-08 are effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The Company is evaluating the impact of the guidance on its consolidated finance statements. In November, 2021, the FASB issued ASU 2021-10, which requires business entities to provide certain disclosures when they (1) have received government assistance and (2) use a grant or contribution accounting model by analogy to other accounting guidance. The guidance will require business entities to disclose the nature of the transactions, accounting policies used to account for the transactions, and state which line items on the balance sheet and income statement are affected by these transactions and the amount applicable to each financial statement line. Business entities will also have to disclose significant terms and conditions of transactions with a government such as the duration of the agreement, any commitments made by either side, provisions, and contingencies. The guidance in ASU 2021-10 is effective for all entities for fiscal years beginning after December 15, 2021. Entities may apply the provision either (1) prospectively to all transactions within the scope of ASC 832 that are reflected in the financial statements as of the adoption date and all new transactions entered into after the date of adoption or (2) retrospectively. Early adoption is permitted. The Company is still evaluating the impact of the guidance on its consolidated financial statements. Subsequent Events Where applicable, the notes to these consolidated financial statements have been updated to discuss all significant subsequent events which have occurred through the date of issuance of the consolidated financial statements. |
BASIS OF PRESENTATION AND LIQUI
BASIS OF PRESENTATION AND LIQUIDITY | 12 Months Ended |
Dec. 31, 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 $51.4 million during the year ended December 31, 2021, and has an accumulated deficit of $117.6 million at December 31, 2021. At December 31, 2021, the Company had working capital of negative $83.0 million (which includes current restricted cash of $8.0 million) and a stockholders' deficit of $60.6 million. The Company is progressing its Bakersfield Renewables Fuels Refinery retooling project and is on track to achieve its initial revenues from the production and sale of renewable diesel in the second half of 2022. The Company believes that liquidity provided to BKRF HCB, LLC under the Senior Credit Facility and the Mezzanine Credit Facility, together with the funds available under the Series C Preferred Financing (described further below) should be sufficient to fund our projected capital expenditures and operating expenses at the Bakersfield Renewable Fuels Refinery until the Bakersfield Renewable Fuels Refinery becomes operational. However, because of the uncertainty around the cost of change orders to the refinery, the impact of the loss of revenues from the refinery arising from the unexpected delay in the completion of construction, and the amount and timing of certain credits due to us, we now believe that we will need additional capital to fund certain of our liquidity requirements. In addition, our financial commitments during the next twelve months include a fixed payment obligation that arose from the settlement of a derivative contract that we amended on April 20, 2020, which requires us to pay $20.2 million in six equal monthly payments of $3.375 million beginning in May 2022 from the cash generated by the refinery’s operations. 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. Since the Bakersfield Renewable Fuels Refinery will not be operational in May 2022, we have initiated discussions with the holder of this unsecured obligation to defer the repayment of this obligation until the refinery’s operations commence. The Company believes that the funds raised through March 31, 2022 through its Series C Preferred Financing, plus the Company’s other financial resources, and plans that could include refinancing the Company’s fixed payment obligation to defer repayment of this obligation until the refinery’s operations commence, raising additional debt or equity funding, or revising our short-term operating plans, and reducing anticipated investments in Camelina production and in infrastructure improvements, and otherwise reducing operating expenses, along with the start-up of the Bakersfield Renewable Fuels Refinery, at which point the Company expects to begin to generate positive operating cash flow, should be sufficient to fund the Company’s operations and liabilities for one year from the issuance date of these financial statements. Management believes it is probable that those plans can be effectively implemented and are sufficient to mitigate the circumstances resulting in substantial doubt for a period not less than one year from the date the financial statements are issued. Financing Agreements 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 GCEH Renewable Fuels Refinery Renewable Fuels Refinery On December 20, 2021 GCEH entered into a binding Memorandum of Understanding (“MOU”) with ExxonMobil whereby ExxonMobil would purchase $125 million of contemplated preferred shares by January 31, 2022 - (the “Exxon Funding Event”). In conjunction with the MOU, the Senior Lenders expressed interest to also purchase $20 million of the contemplated preferred shares on the same terms as ExxonMobil. Additionally, the Senior Lenders committed to fund an additional $20.0 million (the “Bridge Loan”), under equivalent borrowing terms as the Senior Credit Facility, until the financing transaction contemplated under the MOU was completed. On December 21, 2021, the Senior Lenders funded $12.0 million of the Bridge Loan and on January 7, 2022 the balance of $8.0 million was funded. The Series C Preferred offering, which was delayed past January 31, 2022, closed on February 23, 2022, and concurrently the Bridge Loan, and accrued interest, was paid in full. Also, on December 20, 2021, the Company entered into an amendment to the Senior Credit Facility whereby GCEH committed to the Senior Lenders to issue warrants covering 5,017,008 shares of common stock of GCEH at an exercise price to be determined based on a market pricing mechanism upon the completion of the Series C Financing for a term of five years from that date (the “Warrant Commitment Liability”). This warrant was in consideration for i) the consent premium payable from an earlier amendment to the Senior and Mezzanine Credit Facilities, 2) the Bridge Loan, and iii) the assignment of the Mezzanine Credit Facility to GCEH as additional creditor fees for forbearance to the Senior Lenders and Mezzanine Lenders. This warrant was issued on February 23, 2022 to the Senior Lenders and the Senior Lenders purchased $20 million of the Series C Preferred. On February 23, 2022, we sold 145,000 shares of our newly created Series C Preferred Stock (the “Series C Preferred”) and five-year warrants (the “GCEH Warrants”) to purchase up to an aggregate of 18,547,723 (5,017,008 issued to settle the Warrant Commitment Liability) shares of our Common Stock at an exercise price of $2.25 per share to ExxonMobil Renewables LLC, an affiliate of ExxonMobil, and 11 other institutional investors (all of whom are also lenders under our existing Senior Credit Facility) for an aggregate purchase price of $145 million. As additional consideration for ExxonMobil’s investment, we also granted ExxonMobil Renewables LLC additional warrants (the “GCEH Tranche II Warrants”) to purchase up to 6.5 million shares of common stock at an exercise price per share of $3.75 until February 22, 2028, and a warrant to acquire 33% (19,701,493 shares) of our SusOils subsidiary for $33 million ($1.675 per share) until February 22, 2027. The GCEH Warrants and GCEH Tranche II Warrants may be exercised for cash or by means of cashless exercise, however the GCEH Tranche II Warrants cannot be exercised until the earlier of (i) the date on which ExxonMobil extends the term of the five-year Offtake Agreement that we entered into with ExxonMobil effective April 10, 2019 (as amended), or (ii) a change of control, sale, or the dissolution of the Company. Under the Certificate of Designations of the Series C Preferred stock, the holders of the Series C Preferred stock are entitled to receive dividends at a rate of 15%; provided that, until March 31, 2024, we may elect not to pay some or all of the accrued dividends in cash, in which case the unpaid dividends shall accrue and be added to the original issuance price of the shares of Series C Preferred. The shares of Series C Preferred have no voting rights, except as required by law, however ExxonMobil has the right to appoint two directors to GCEH’s Board of Directors. The Certificate of Designations of the Series C Preferred Stock provides for mandatory redemption upon a Change of Control or Event of Default (as defined therein) and are not convertible into shares of our common stock. Sales Agreements 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 Renewable Fuels Refinery Renewable Fuels Refinery 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 Renewable Fuels Refinery, 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 Renewable Fuels Refinery. However, the Bakersfield Renewable Fuels Refinery 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 propane, renewable naphtha and renewable butane. In February 2022, our BKRF subsidiary entered into an agreement with AmeriGas Propane, a subsidiary of UGI Corporation, whereby Amerigas will purchase all of the renewable propane produced at the Bakersfield Renewable Fuels Refinery. The agreement is at market pricing and the first twelve months of renewable propane to be delivered is estimated to be approximately 13 million gallons. The agreement has an initial term of three years. The Company is pursuing sales contracts for renewable naphtha and renewable butane. |
PROPERTY, PLANT AND EQUIPMENT
PROPERTY, PLANT AND EQUIPMENT | 12 Months Ended |
Dec. 31, 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 interests of Alon Bakersfield Property, Inc. a company that owned a crude oil refinery in Bakersfield, California, from Alon Paramount Holdings, Inc. (“Alon Paramount”) for a total fair value of $89.4 million (excluding acquisition costs). Immediately prior to the purchase, Alon Bakersfield Property Inc. was converted into a limited liability company and renamed as “Bakersfield Renewable Fuels, LLC.” The Company is now retooling the acquired crude oil refinery into a renewable fuels refinery. Business Combinations The total fair value of consideration for the purchase of the Bakersfield Renewable Fuels Refinery was $89.4 million, which consisted of $40.0 million of cash, on 33,333 units of GCE Holdings Acquisitions, LLC, representing up to and was recorded as a non-controlling interest . 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 Based Allocated Pre-Acquisition Total Capitalized Costs 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 - refinery permits 1,921,082 - 1,921,082 Total $ 89,404,814 $ 3,222,449 $ 92,627,263 Property, plant, and equipment as of December 31, 2021 and December 31, 2020 are as follows: December 31, 2021 December 31, 2020 Land $ 7,855,872 $ 7,584,961 Office e 1,980,160 61,078 Buildings 5,486,575 2,053,570 Refinery and i e 87,072,163 86,019,130 Transportation e 421,302 - Construction in p 211,152,337 33,212,695 Construction p i 40,245,159 10,220,766 Total c $ 354,213,568 $ 139,152,200 Less a d (360,637 ) (179,525 ) Property, plant and equipment, net $ 353,852,931 $ 138,972,675 Depreciation expense for property and equipment was approximately $181,000 and $118,000 for the year ended December 31, 2021 and December 31, 2020, respectively. |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS | NOTE D - INTANGIBLE ASSETS Intangible Assets The intangible assets as of December 31, are December 31, 2021 December 31, 2020 Remaining Gross Carrying Accumulated Gross Carrying Accumulated Indefinite Lived Intangible Assets Trade name - $ 90,000 $ - $ - $ - Definite Lived Intangible Assets Patent licenses 5 years 8,188,315 2,831,088 4,442,553 2,092,160 Developed seed variant technology 24 years 5,679,500 - - - Refinery permits 13 years 1,921,082 275,813 1,921,082 90,729 Total $ 15,878,897 $ 3,106,901 $ 6,363,635 $ 2,182,889 Amortization expenses for intangible assets were approximately $924,000 and $251,000 for the years ended December 31, 2021 and December 31, 2020, respectively. The estimated intangible asset amortization expense for 2022 through 202 6 Estimated Amortization 2022 $ 1,351,533 2023 1,094,402 2024 965,204 2025 864,059 2026 848,773 Thereafter 7,648,025 Total $ 12,771,996 |
DEBT
DEBT | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure Text Block [Abstract] | |
DEBT | NOTE E – DEBT The table below summarizes our notes payable and long-term debt at December 31, 2021 and at December 31, 2020: December 31, 2021 December 31, 2020 Notes Payable Senior credit facility $ 345,440,278 $ 153,405,569 Bridge loan 12,049,763 - Fixed payment obligation 20,250,000 20,250,000 Finance lease obligation 4,462,938 - Other notes 3,478,931 4,198,113 Subtotal 385,681,910 177,853,682 Less: current portion of long-term debt (35,223,402 ) (4,198,113 ) Less: unamortized debt discount and issuance costs (29,227,266 ) (10,731,206 ) Subtotal 321,231,242 162,924,363 Convertible Notes Payable Convertible note payable to executive officer 1,000,000 1,000,000 Other convertible notes payable - 697,000 Subtotal 1,000,000 1,697,000 Total $ 322,231,242 $ 164,621,363 Senior Credit Facility and Bridge Loan: On May 4, 2020, in order to fund the purchase of the Bakersfield Renewable Fuels, LLC, BKRF OCB, LLC, a subsidiary of the Company, entered into a senior secured credit agreement with a group of lenders (the “Senior Lenders'') pursuant to which the Senior Lenders agreed to provide a $300.0 million senior secured term loan facility to BKRF OCB to pay the costs of retooling the Bakersfield Renewable Fuels Refinery . Through various amendments throughout 2020 and 2021, the commitments under the Senior Credit Facility have subsequently been increased to $337.6 million. Outstanding term loans under the Senior Credit Facility bear 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, such deferred interest being added to principal. The principal of the senior loans matures in November 2026 damage or losses at the refinery , and excess net cash flow. BKRF OCB, LLC may also prepay the senior loan in whole or in part with the payment of a prepayment premium. As additional consideration for the senior loans, the Senior Lenders are issued Class B Units in BKRF HCP, LLC, an indirect parent company of BKRF OCB, LLC, as the Company draws on the Senior Credit Facility. The fair value of the Class B Units are initially recognized at fair value and subsequently re-measured at fair value each reporting period with changes recognized in earnings. The Class B Units are discussed further below. On July 1, 2020, Amendment No. 1 to the Senior Credit Facility was made effective, which, among other things, waived certain events of default and extended specified target dates for such events. On October 12, 2020, Amendment No. 2 to the Senior Credit Facility was made effective, which, among other things, increased Tranche B commitments by $13.2 million to $313.2 million. On March 26, 2021, Amendment No. 3 to the Senior Credit Facility was made effective to more accurately reflect the updated scope and cost estimates of the Bakersfield Renewable Fuels Refinery On May 19, 2021, Amendment No. 4 to the Senior Credit Facility was made effective to replace the Engineering, Procurement and Construction Agreement dated April 30, 2020 with ARB, Inc. (the “ARB EPC Agreement”), effective immediately with a Engineering, Procurement and Construction Agreement with CTCI Americas, Inc. (the “CTCI EPC Agreement”). Renewable Fuels Refinery Renewable Fuels Refinery On July 29, 2021, Amendment No. 5 to the Senior Credit Facility was made effective to increase the amount of funding available under the Senior Credit Facility by $4.4 million, to $317.6 million. In addition, under Amendment No. 4 and Amendment No. 5 The Company subsequently received a waiver extending equity raise target date to November 19, 2021 and again in November 2021, based on further discussion with Senior Lenders, was waived until the December 20, 2021 amendment discussed below. On December 20, 2021, Amendment No. 6 to Senior Credit Facility was made effective, which, among other things, increased the amount of funding available under the Senior Credit Facility by $20.0 million to $337.6 million and to provide a new Bridge Loan facility in an aggregate principal amount of $20.0 million. The Bridge Loan bears interest at the rate of 12.5% per annum and has a stated maturity date of January 31, 2022. The Bridge Loan Senior Credit Facility Further, on December 20, 2021, the Company entered into Forbearance and Conditional Waiver Agreement and Consent No. 5, Forbearance and Conditional Waiver Agreement. Under the respective forbearance agreements, the Senior Lenders agreed to forbear from exercising their rights and remedies under the Senior Credit Agreement, the Mezzanine Credit Agreement, and the related Financing Documents with respect to all Defaults and Events of Default thereunder. The respective agreements to forbear commence on December 20, 2021 and continue until January 15, 2022; provided that such date will be extended until January 31, 2022 if the administrative agent receives written confirmation that the binding MOU with ExxonMobil were reasonably expected to close and fund consistent with the terms thereof. Such Defaults and Events of Default will be waived upon the consummation of the transactions contemplated by the MOU and the payment of a cash equity contribution to the senior borrower in an amount not less than $115 million has been deposited into Senior Lenders’ construction account under the Senior Credit Facility. Also, on December 20, 2021, the Company entered into an amendment to the Senior Credit Facility whereby GCEH committed to the Senior Lenders to issue warrants covering 5,017,008 shares of common stock of GCEH at an exercise price to be determined based on a market pricing mechanism upon the completion of the Series C Financing for a term of five years from that date (the “Warrant Commitment Liability”). The Warrant Commitment Liability was in consideration for i) the Consent Premium payable from an earlier amendment to the Senior and Mezzanine Credit Facilities, ii) the Bridge Loan, and iii) as additional creditor fees for forbearance to the Senior Lenders and Mezzanine Lenders. On January 7, 2022, the Company borrowed an incremental $8.0 million on the Bridge Loan, and the total outstanding at that time was $20.0 million. On February 2, 2022, Amendment No. 7 to Senior Credit Facility was made effective, which, among other things, extended the forbearance period and each respective deadline to satisfy the conditions precedent for the conditional waivers to become permanent waivers were extended from January 31, 2022 to February 23, 2022. Additionally, the maturity date of the Bridge Loan was extended from January 31, 2022 to February 23, 2022. On February 23, 2022, the Company settled the Warrant Commitment Liability through the issuance of five-year warrants (the “GCEH Warrants”) to purchase up to an aggregate of 5,017,008 shares of our Common Stock at an exercise price of $2.25 per share. Additionally, the $20.0 million Bridge Loan, plus accrued interest, was paid in full. On February 23, 2022, Amendment No. 8 modified a previous provision whereby the Bakersfield Renewable Fuels Refinery needs to achieve Substantial Completion, as defined under the Senior Credit Facility, no later than August 31, 2022, or an event of default occurs and the Senior Lenders have the right to accelerate the loan for immediate payment of all principal and interest accrued to that date. However, the Substantial Completion date of August 31, 2022 can be extended on a day-for-day basis depending on the number of days that the ExxonMobil Offtake Agreement commercial target date of October 15, 2022 is also extended, up to a total extension of 90 days. The amendment also requires a quarterly principal prepayment amount to achieve an agreed-upon end-of-quarter targeted debt balance designed to meet the full payment of the Senior Credit Facility by November 4, 2026. The Company is only obligated to pay this quarterly principal amount to achieve these targeted debt balances to the extent there is available cash under the specific calculations required in the Senior Credit Facility. Irrespective of the cash available from the Bakersfield Renewable Fuels Refinery operations, the full amount of the loan matures and is due on November 4, 2026. Additionally, the $35 million reserve requirement from Amendment No. 3 was eliminated by Amendment No. 8 in conjunction with the Series C Preferred Financing. Effective as of February 23, 2022, the Senior Credit Facility was further amended to permit the Loan Parties to defer up to 3.50% per annum of the interest until the earlier of September 30, 2022 or the final completion of the retooling of the Bakersfield Renewable Fuels Refinery, with all deferred interest being added to principal. In addition, effective as of February 23, 2022, the parties agreed to various amendments to the representations and warranties, affirmative and negative covenants and events of default in the senior loan facility, including (i) the Company’s loan subsidiaries may enter into working capital facilities in an amount of up to $125 million without the Senior Lenders’ consent, and the Company agreed to use its commercially reasonable efforts to enter into a permitted working capital facility on or before June 30, 2022; (ii) the retooling of the Bakersfield Renewable Fuels Refinery must be substantially complete by August 31, 2022 (subject to extension for up to 90 days as described above); and (iii) the final completion of the retooling of the Bakersfield Renewable Fuels Refinery must be achieved by January 31, 2023. Mezzanine Credit Facility 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 Renewable Fuels Refinery. Subsequently, the Mezzanine Credit Facility was increased to $67.4 million. As of December 31, 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. The Mezzanine Credit Facility was assigned to, and assumed by GCEH on February 23, 2022 and GCEH has fully funded the $67.4 million loan under the Mezzanine Credit Facility to BKRF HCB, LLC. Therefore, the Mezzanine Credit Facility between GCEH and BKRF HCB, LLC is now an intercompany creditor agreement. 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 December 31, 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 Renewable Fuels Refinery 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 million beginning in July 2020. The insurance policies cover various periods from 12 to 60 months beginning in May 2020. As of December 31, 2021, the Company had nine payments remaining for a total of approximately $0.5 million. In May, 2021, the Company entered into new insurance policies to replace the policies that were expiring in May 2021. The Company paid 8.5% of the total premiums and financed the balance at a 3.85% annual interest rate. The Company is obligated to make 11 equal monthly payments totaling approximately $0.5 million beginning in June 2021. In March 2021, we entered into a promissory note with MUFG Union Bank, N.A. (“Union Bank”) effective March 29, 2021, that provided for a loan in the amount of $0.6 million (the “PPP Loan”) pursuant to the Paycheck Protection Program (“PPP”) established under the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”). The PPP Loan was subject to forgiveness under the PPP upon our request to the extent that the proceeds were used to pay expenses permitted by the PPP, including payroll costs, covered rent and mortgage obligations, and covered utility payments. The PPP Loan was to mature on March 29, 2026, five years from the commencement date and bore interest at a rate of 1% per annum. In December 2021, the Company submitted an application for forgiveness of the entire $0.6 million due on the PPP Loan and is awaiting a response from the bank. 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, was in default under the Convertible Note. The Company accrued interest expense of $50,000 on this note in the year ended December 31, 2021. The Company had recorded accrued interest payable of approximately $160,000 and $110,000 as of December 31, 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. On February 23, 2022, the Company amended Mr. Palmer's note to extend the term to the latter of 2 years to February 23, 2024 or upon the redemption of the Series C Preferred shares. The convertible note will only bear interest at 5% per annum beginning as of February 23, 2022 and the total number of shares that the note can be converted into is a maximum of 7,616,305. 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 June 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 December 31, 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 December 31, 2021: Year Required Minimum Payments 2022 $ 35,401,618 2023 230,188 2024 1,237,094 2025 244,207 2026 349,568,803 Thereafter - Total $ 386,681,910 Class B Units As described above, during the year ended December 31, 2021 and December 31, 2020, the Company issued or had issuable 186.1 million and 151.5 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 Renewable Fuels Refinery 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 $675.2 million. As of December 31, 2021, 337.6 million Class B Units have been issued and the aggregate fair value of such units on the date of their issuances totaled approximately $13.5 million which were recorded as debt discount. The aggregate fair value of the earned units as of December 31, 2021 was approximately $21.6 million. 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, and the timing of the cash flows to the unit holders. The value assumes the completion of the refinery in the second half of 2022, annual volatility of 76. 1 52 . The Class B Units meet the definition of a mandatorily redeemable financial instrument under ASC 480 because BKRF HCB, LLC has an unconditional obligation to redeem the Class B Units by transferring assets at a specified time. Pursuant to ASC 825-10, the Company has elected the fair value option for the Class B Units. Accordingly, at each borrowing the Company will initially recognize the Class B Unit liability based on the issuance date fair value with an offset to the discount on the Senior Credit Agreement. The Company measures their Class B Units at fair value at each reporting date with changes recognized in other income/expense. |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure Text Block [Abstract] | |
STOCKHOLDERS' EQUITY | NOTE F - STOCKHOLDERS’ EQUITY Common Stock During member of the board of directors On March 26, 2021, the Company issued 1,586,786 shares of its common stock to the holder of a convertible promissory note upon the conversion, on the original terms of the note, of the entire outstanding 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 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 were issued to the former holders of the preferred stock upon the tender of lost certificate documentation by the holders. On November 17, 2021 the Company issued 407,150 shares of its common stock as consideration for the acquisition of Entira. The shares were valued at approximately $2.5 million, based on the shares closing price on the date of acquisition. In addition, on the date of closing, the Company issued 71,850 shares of common stock as post acquisition compensation to employees of Entira with a value of $0.4 million, based on the closing price. On December 29, 2021 the Company issued 1,353,951 shares of its common stock as consideration for the acquisition of CCE. The shares were valued at approximately $6.7 million, based on an agreed formula based on the shares trading price. In addition, on the date of closing, the Company issued 67,314 shares of common stock as post acquisition compensation to employees of CCE with a value of $0.3 million, based on the closing price. 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 | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure Text Block [Abstract] | |
STOCK OPTIONS AND WARRANTS | NOTE G – STOCK OPTIONS AND WARRANTS 2010 Stock Plan In 2010, the Company’s Board of Directors adopted the Global Clean Energy Holdings, Inc. 2010 Equity Incentive Plan (the “2010 Plan”) wherein 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 four years, but not in all cases. The 2010 Plan provides for a three-month exercise period of vested options upon termination of service. The exercise price of options granted under the 2010 Plan is equal to the fair market value of the Company’s common stock on the date of grant. Options issued under the 2010 Plan have a maximum term of ten years for exercise and may be exercised with cash consideration or through a cashless exercise in which the holder forfeits a portion of the award in exchange for shares of common stock of the remaining portion of the award. The 2010 Plan expired in April 2020 and was replaced with the 2020 Equity Incentive Plan. 2020 Equity I 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 December 31, 2021, there were 390,178 shares available for future option grants under the 2020 Plan. During the year ended December 31, 2021 , For the years ended December 31, 2021 and 2020, the Company recognized stock compensation expenses related to stock option awards of $692,000 and $326,000, respectively. The Company recognizes all stock-based compensation in general and administrative expenses in the accompanying consolidated statements of operations. As of December 31, 2021, there was approximately $436,000 of unrecognized compensation cost related to option awards that will be recognized over the remaining service period of approximately 3.3 years. The Company previously granted stock options that were not issued under the 2010 or 2020 Plan. All of such options that were issued outside of the 2010 and 2020 Plans are fully vested, and 16 million options that were awarded to two of GCEH’s executive officers had a market capitalization vesting arrangement, 500,000 options were issued to a consultant that had a transaction success arrangement, and 1,175,714 options were awarded to an executive officer that had a merit arrangement and 200,000 options were issued to two directors that were time based. Shares Under Weighted Average Weighted Average Aggregate Intrinsic Outstanding at December 31, 2019 19,902,732 $ 0.16 3.60 $ 14,360,463 Granted 1,554,500 0.75 - Exercised (1,447,018 ) 0.06 - Forfeited (600,000 ) 0.75 - Expired (180,000 ) 0.10 - Outstanding at December 31, 2020 19,230,214 $ 0.16 2 81 $ 30,044,649 Vested and exercisable at December 31, 2020 17,913,083 $ 0.16 2.90 $ 28,160,815 Shares Under Option Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Aggregate Intrinsic Value Outstanding at December 31, 2020 19,230,214 $ 0.16 2.81 $ 30,044,649 Granted 543,240 5.58 - Exercised (112,432 ) 0.04 616,314 Forfeited (109,878 ) 5.63 - Expired (3,624 ) 4.76 - Outstanding at December 31, 2021 19,547,520 $ 0.36 2.11 $ 87,636,744 Vested and exercisable at December 31, 2021 18,743,542 $ 0.25 2.04 $ 85,801,930 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 year ended December 31, 2021: Expected Term (in Years) 3.278 Volatility 85.766 % Risk Free Rate 0.511 % Dividend Yield 0 % Aggregate Grant Date Fair Value $ 1,758,816 Stock Purchase Warrants and Call Option During the year ended December 31, 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 |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE H – INCOME TAXES The provisions for income taxes for the years ended December 31, 2021 and 2020 are as follows: Year ended December 31, 2021 Year ended December 31, 2020 Current: Federal $ - $ (4,778,000 ) State - (2,206,000 ) Foreign - - - (6,984,000) Deferred: Federal (841,000 ) 2,246,000 State (280,000 ) 1,037,000 Foreign - - Change in v a - 3,701,000 (1,121,000 ) 6,984,000 Income tax benefit $ (1,121,000 ) $ - A reconciliation of the federal statutory rate to the effective tax rate is as follows: Year ended 2021 Year ended 202 0 Federal statutory rate 21 % 21 % State, net of federal tax benefit 7 % 7 % Change in valuation allowance: (26 )% (28 )% Effective tax rate 2 % - Deferred income taxes arise from temporary differences between the tax basis of assets and liabilities and their reported amounts in the financial statements, which will result in taxable or deductible amounts in the future. Management has assessed the realizability of deferred tax assets and has determined there is sufficient evidence that all of the deferred tax assets may not be realized. As such, the Company has recorded a 100% valuation allowance against the net At December 31, 2021 and 2020 the deferred income tax assets and liabilities consisted of the following temporary differences: As of 2021 As of ece 202 0 Deferred tax assets: Net operating losses $ 20,103,000 $ 15,513,000 Share based compensation 598,000 361,000 Accrued vacation 111,000 - Accrued payroll 616,000 1,238,000 Accrued interest 519,000 586,000 Lease liabilities 420,000 - Fair value of Warrant Commitment Liability 898,000 - Fair value - Class B Units 2,268,000 566,000 Total deferred assets 25,533,000 18,264,000 Less valuation allowance for deferred tax assets (23,651,000 ) (18,264,000 ) Net deferred tax asset 1,882,000 - Deferred tax liabilities: Property, plant and equipment (328,000 ) - Intangibles (2,759,000 ) - Lease assets (419,000 ) - Total deferred tax liabilities (3,506,000 ) - Net deferred tax liabilit y $ (1,624,000 ) $ - At December 31, 2021 and 2020 the Company has federal and state net operating loss carryforwards of approximately: December 31, 2021 December 31, 202 0 Net operating losses $ 71,847,000 $ 46,109,000 Inasmuch as it is possible to determine when or if the net operating losses will be utilized, a valuation allowance has been established to offset the benefit of the utilization of the net operating losses. As of December 31, 2021, the Company had available federal and state e t operating losses of approximately $71.8 million which can be utilized to offset future earnings of the Company. The utilization of the net operating losses is dependent upon the tax laws in effect at the time such losses can be utilized. Certain loss carryforwards begin to expire in 2021 and a portion may be used indefinitely. Should the Company experience a significant change in ownership, the utilization of net operating losses could be reduced. The Company and its subsidiaries file tax returns in the U.S. Federal jurisdiction and various states. The Company is no longer subject to U.S. federal tax examinations for tax years before and including December 31, 2017 The Company is no longer subject to examination by state tax authorities for tax years before and including December 31, 2016 |
ACQUISITIONS
ACQUISITIONS | 12 Months Ended |
Dec. 31, 2021 | |
Business Combinations [Abstract] | |
ACQUISITIONS | NOTE I – ACQUISITIONS Agribody Technologies, Inc. Entira, Incorporated - In November 2021, we acquired Entira, Incorporated, an agriculture business and marketing consulting firm (“Entira”), to bolster SusOils’ Camelina production strategy and the roll-out of its Camelina development program. As consideration for the purchase of Entira, we issued a total of 407,150 unregistered shares of our common stock, which were valued at $6.05 per share and assumed liabilities for a total purchase price of approximately $2.5 million. In addition, we issued 71,850 unregistered shares to certain employees as post acquisition compensation . Entira had been engaged as a consulting firm to GCEH for over 10 years and had extensive knowledge of our Camelina development program. We hired five people from Entira to join our team. Entira has been integrated into SusOils. Camelina Company Espana, S.L. post acquisition compensation. Established in 2010, CCE will lead our initiatives to expand our C located in Spain. GCEH acquired goodwill in each of the acquisitions it completed in 2021 for a total of $8.8 million. This goodwill represents the acquired assembled workforce and synergies and none of this goodwill is deductible for tax purposes . Below is a table that shows the fair value of assets acquired and liabilities assumed by the Company as a result of the 2021 transaction s . The purchase price allocation below for CCE is preliminary, as management is currently evaluating certain assumptions and may adjust the allocation in the subsequent period. Assets Agribody Entira, Inc. as Camelina Total of Cash and cash equivalents $ 263,755 $ 2,100 $ 151,188 $ 417,043 Accounts receivable - - 1,094,894 1,094,894 Prepaid expense and other current assets - - 1,094,894 1,094,894 Property, plant, and equipment 185,445 33,000 598,619 817,064 Patents 3,450,000 - - 3,450,000 Developed seed variant technology - - 5,679,500 5,679,500 Trade 90,000 - - 90,000 Goodwill 2,345,569 2,858,930 3,572,941 8,777,440 Liabilities Accounts payable and accrued liabilities (344,277 ) (300,000 ) (1,687,947 ) (2,332,224 ) Long term liabilities - - (619,293 ) (619,293 ) Deferred tax liabilities (990,492 ) (130,723 ) (1,623,599 ) (2,744,814 ) Total fair value of net assets acquired 5,000,000 2,463,307 8,261,197 15,724,504 Less: Cash acquired (263,755 ) (2,100 ) (151,188 ) (417,043 ) Total fair value of consideration transferred, net of cash acquired $ 4,736,245 $ 2,461,207 $ 8,110,009 $ 15,307,461 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE J – 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 Renewable Fuels Refinery. 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 Renewable Fuels Refinery were no 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 December 31, 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 December 31 2021, accrued environmental remediation liability costs totaled $20.8 million of which $1.3 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 renewable fuels refinery r Leases We recognize a right-of-use (“ROU”) asset and lease liability for each operating and finance lease with a contractual term greater than 12 months at the time of lease inception. We include ROU assets and lease liabilities for leases that exist within other contracts. Leases with an original term of 12 months or less are not recognized on the balance sheet, and the rent expense related to those short-term leases is recognized over the lease term. We do not account for lease and non-lease (e.g. common area maintenance) components of contracts separately for any underlying asset class. We lease certain manufacturing equipment, warehouses, office space, vehicles under finance and operating leases. Lease commencement occurs on the date we take possession or control of the property or equipment. Original terms for our real estate-related leases are generally between three and five years. Original terms for equipment-related leases, primarily manufacturing equipment and vehicles, are generally between one and ten years. Some of our leases also include rental escalation clauses. Renewal options are included in the determination of lease payments when management determines the options are reasonably certain of exercise, considering financial performance, strategic importance and/or invested capital. If readily determinable, the rate implicit in the lease is used to discount lease payments to present value; however, substantially all of our leases do not provide a readily determinable implicit rate. When the implicit rate is not determinable, our estimated incremental borrowing rate is utilized, determined on a collateralized basis, to discount lease payments based on information available at lease commencement. Total lease costs recorded include fixed operating lease costs and variable lease costs. Most of our real estate leases require payment of certain expenses, such as common area maintenance costs, of which the fixed portion is included in operating lease costs. We recognize operating lease costs on a straight-line basis over the lease term. In addition to the above costs, variable lease costs are recognized when probable and are not included in determining the present value of our lease liability. The ROU asset is measured at the initial amount of the lease liability (calculated as the present value of lease payments over the term of the lease) adjusted for lease payments made at or before the lease commencement date and initial direct costs. For operating leases, ROU assets are reduced over the lease term by the recognized straight-line lease expense less the amount of accretion of the lease liability determined using the effective interest method. For finance leases, ROU assets are amortized on a straight-line basis over the shorter of the useful life of the leased asset or the lease term. Interest expense on each finance lease liability is recognized utilizing the effective interest method. ROU assets are tested for impairment in the same manner as long-lived assets and we determined there have been no triggering events for impairment. Additionally, we monitor for events or changes in circumstances that may require a reassessment of one of our leases and determine if a remeasurement is required. The table below presents the lease-related assets and liabilities recorded on the balance sheet at October 31, 2021 and 2020 (in thousands): December 31, Leases Classification 2021 2020 Assets Operating lease assets Operating lease right-of-use assets $ 481,027 $ 51,611 Finance lease assets Buildings, net of depreciation 3,433,005 - Total lease assets $ 3,914,032 $ 51,611 Liabilities Current Operating Current portion of operating lease obligations $ 198,440 $ 52,653 Finance Notes payable including current portion of long-term debt 714,659 - Non-current Operating Operating lease obligations, net of current portion 283,197 - Finance Long-term debt, net 2,831,284 - Total lease liabilities $ 4,027,580 $ 52,653 The table below presents the components of lease costs for the years 2021 and 2020: December 31, 2021 2020 Operating lease cost $ 94,265 $ 32,557 Finance lease cost Amortization of leased assets 134,128 - Interest on lease liabilities 15,872 - Total lease costs $ 244,265 $ 32,557 The table below presents the weighted average remaining lease terms and weight e o December 31, 2021 2020 Weighted average remaining lease term (in years) Operating leases 2.2 1.7 Financing leases 4.8 - Weighted average discount rate Operating leases 1.00 % 6.63 % Financing leases 4.25 % - The table below presents the maturity of the lease liabilities as of December 31, 2021: Operating leases Finance Leases 2022 $ 202,149 $ 223,484 2023 162,616 230,188 2024 121,962 237,094 2025 - 244,207 2026 - 3,527,965 Thereafter - - Total lease payments: 486,727 4,462,938 Less: present value discount (5,090 ) (916,995 ) Total lease liabilities $ 481,637 $ 3,545,943 On April 20, 2021, BKRF entered into a three o On September 24, 2021, SusOils entered into a five . 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, Alon Paramount agreed to assume and be liable for (and to indemnify, defend, and hold BKRF harmless from) this litigation. In addition, Paramount Petroleum Corporation has posted a bond to cover this judgment amount. All legal fees in this matter are being paid by Alon Paramount. As Paramount Petroleum Corporation and the Company are jointly and severally liable for the judgment, and Paramount Petroleum Corporation has agreed to absorb all of the liability and has posted a bond to cover the judgment amount, no loss has been accrued by the Company with respect to this matter. In August 2021, the Ninth Circuit partially remanded the case to the district court to ascertain whether it possesses jurisdiction over the Company. If the district court determines that it lacks jurisdiction, then the claims against the Company will be dismissed. In August, 2020, Wood Warren & Co. Securities, LLC (“Wood Warren”) filed a complaint in the Superior Court of California, Alameda County, against GCEH Acquisitions titled Wood Warren & Co Securities, LLC vs. GCE Holdings Acquisitions, LLC interest. On November 4, 2021, the Court set the case for trial on November 14, 2022. 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 in 2020 and 2021 the Company did experience delays in certain products and materials, inflationary impact and particularly labor force related issues. However, we do expect to complete the refurbishing of our renewable fuels refinery project in the second half of 2022. 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. GEO-POLITICAL UNCERTAINTY The early 2022 invasion of Ukraine by Russia is creating multiple, and likely significant, supply issues, including the use and transport of energy. Natural gas, crude oil and certain raw materials pricing has increased significantly and are quite volatile, in addition to potential severe supply issues. We require certain feedstocks and energy inputs to be able to generate renewable diesel and other renewable products. The extent of the impact of this major geo-political event and its repercussions are unknown and could have a material impact on our operations, cash flows, liquidity and capital resources. However, we expect that most of the costs of our inputs into our products can be passed on to the buyers of our products. |
ORGANIZATION AND SIGNIFICANT _2
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 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 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 nonfood feedstocks (the “Bakersfield Renewable Fuels Refinery''). The Bakersfield Renewable Fuels Refinery 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 the second half of 2022. After necessary start-up procedures and testing are complete, we expect production to be approximately 10,000 barrels per day (“BPD”) Renewable Fuels Refinery will have a nameplate capacity of 15,000 BPD BPD |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements include the accounts of GCEH. and its subsidiaries, and have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). References to the “ASC” hereafter refer to the Accounting Standards Codification established by the Financial Accounting Standards Board (“FASB”) as the source of authoritative U.S. GAAP. All intercompany accounts and transactions have been eliminated in consolidation. During the year ended December 31, 2021, we identified a classification error within the total stockholders’ deficit section of the consolidated balance sheet as of December 31, 2020 related to , , or total stockholders’ deficit and has no impact on our consolidated loss for the year ended December 31, 2020. The Company followed ASC 810, Contracts in Entity’s Own Equity Certain reclassifications have been made within the consolidated financial statements for the prior period to conform with current presentation. |
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 consolidated financial statements and footnotes have been adjusted to reflect the foregoing reverse stock split. |
Restricted Cash | Restricted Cash In accordance with the Company’s Senior Credit Facility (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 Renewable Fuels Refinery. Renewable Fuels Refinery |
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 from the date of purchase and cash |
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 December 31, 202 1 0 |
Property, Plant 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. However, the refinery will not begin to be depreciated until its retrofitting has been completed and it is ready for operations. Normal maintenance and repair items are charged to operating costs and are expensed as incurred. The cost and accumulated depreciation of property, plant and equipment sold or otherwise retired are removed from the accounts and any gain or loss on disposition is reflected in the statements of operations. Interest on borrowings related to the retrofitting of the Bakersfield Renewable Fuels Refinery |
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 year ended December 31, 202 1 0 long-lived assets. |
Goodwill and Indefinite Lived Assets | Goodwill and Indefinite Lived Assets The Company’s indefinite lived assets consist of, Goodwill and trade names. Goodwill represents the excess of the fair value of consideration over the fair value of identifiable net assets acquired. Goodwill is allocated at the date of 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. We have one reporting unit. The first step in our annual goodwill assessment is to perform the optional qualitative assessment allowed by ASC Topic 350, “ Intangibles - Goodwill and Other |
Debt Issuance Costs | Debt Issuance Costs Debt issuance costs primarily relate to financing related to fund the costs of retrofitting the Bakersfield Renewable Fuels Refinery and are amortized over the term of the loan as interest under the effective interest method: however, as such interest primarily relates to retrofitting of the refinery, these costs are being capitalized as part of the refinery until the renewable fuels refinery is placed in service. The amortization of the debt issuance costs that are not capitalized are recorded as interest expense. At December 31, 2021 and December 31, 2020, unamortized debt issuance costs related to the Senior Credit Facility and Bridge Loan (see Note E) are classified as a direct deduction from the carrying amount of each credit facility; however, unamortized debt issuance costs related to the Mezzanine Credit Facility are presented on the balance sheets as an asset as there have not been any borrowings on the Mezzanine Credit Facility at December 31. 2021. See Note E - Debt for more detail on the financing. |
Accrued Liabilities | Accrued Liabilities As of December 31, 2021 and December 31, 2020, accrued liabilities consists of: As of December 31, 2021 As of December 31, 2020 Accrued compensation and related liabilities 3,818,701 3,034,688 Accrued interest payable 1,857,343 2,093,649 Accrued construction costs 27,045,738 - Other accrued liabilities 3,677,671 3,146,478 Current portion of asset retirement obligations 2,530,000 3,716,000 Current portion of environmental liabilities 1,339,550 883,000 $ 40,269,003 $ 12,873,815 |
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 Renewable Fuels Refinery 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 years ended December 31, 2021 and December 31, 2020. Year ended December 31, Year ended December 31, Asset retirement obligations - beginning of period $ 21,478,977 $ - Additions related to acquisition of refinery - 21,901,977 Disbursements (2,265,557 ) (135,000 ) Accretion 978,009 652,000 Revised obligation estimates - (940,000 ) Asset retirement obligations - end of period $ 20,191,429 $ 21,478,977 The amounts shown as of December 31, 2021 and December 31, 2020, include $2.5 million and $3.7 million, respectively, which have been classified as current liabilities and included in accrued liabilities and $17.7 million and $17.8 million, respectively which have been classified as long-term liabilities as of December 31, 2021 and December 31, 2020, respectively. |
Advances to Contractors | Advances to Contractors Upon the acquisition of the Bakersfield Renewable Fuels Refinery During s s |
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% valuation allowance against the deferred tax assets as of December 31, 2021 and December 31, 2020 . |
Revenue Recognition | Revenue Recognition The Company recognizes revenue in accordance with ASC 606, “ Revenue From Contracts With Customers ” e Renewable Fuels Refinery sometime in the second half of |
Research and Development | Research and Development Research and development costs are charged to operating expenses when incurred, which were nominal for the years ended December 31, 2021 and December 31, 2020. |
Fair Value Measurements and Fair Value of Financial Instruments | Fair Value Measurements and Fair Value of Financial Instruments As of December 31, 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, and restricted cash, accounts receivable, accounts payable, and accrued liabilities, and the convertible note payable to the executive officer approximate their fair value due to their short-term nature. The Company’s Class B Units are reported at fair value. Additionally, as further described below, the Company recognized a liability for a warrant commitment to its Senior Lenders as part of a debt modification included in its executed Amendment No.6 to its Senior Credit Facility, which is reported at fair value. The Senior Credit Facility is a long-term fixed rate debt instrument which has a carrying amount that is approximately at fair value based on a comparison of recently completed market transactions. U.S. GAAP specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company's market assumptions. These two types of inputs have created the following fair-value hierarchy: Level 1— Quoted prices for identical instruments in active markets; Level 2— Quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets; and Level 3— Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. On December 31, 2019, the Company had a derivative liability of $24.8 million related to a forward contract that also included a call option. The notional amount of the forward contract related to gallons of the commodity, Ultra Low Sulfur Diesel. Under the terms of the contract the Company was obligated to pay the equivalent of the notional amount multiplied by the market price of Ultra Low Sulfur Diesel at the settlement dates; however, the call option of the contract capped the market price of Ultra Low Sulfur Diesel. In March of 2020, the Company settled the derivative contract by agreeing to a payment of $5.5 million due on April 30, 2020 and six six The derivative liability discussed herein was derecognized in the first quarter of 2020, and the Company had no derivative assets or liabilities at December 31, 2021 and December 31, 2020. The Company’s Class B Units are also measured at fair value on a recurring basis. See Note E - Debt for more information. On December 20, 2021, the Company executed Amendment No. 6 to the Senior Credit Facility whereby the Company agreed to issue warrants covering 5,017,008 shares of common stock of GCEH at an exercise price to be determined based on a market pricing mechanism upon the completion of the Series C Financing (See Note B) for a term of five years from that date (the “Warrant Commitment Liability”). The Warrant Commitment Liability was in consideration for i) the 1%, or $4.1 million, consent premium payable from an earlier amendment to the Senior and Mezzanine Credit Facilities, ii) the Bridge Loan, and iii) as additional creditor fees for forbearance to the Senior Lenders and Mezzanine Lenders. Such creditor fees were recorded as additional debt discount. The Company recognized a Warrant Commitment Liability as a freestanding instrument that is classified as a liability under ASC 480, “ Distinguishing Liabilities From Equity” The following is the recorded fair value of the Class B Units and the Warrant Commitment Liability Carrying Value Total Fair Quoted prices Significant Significant Liabilities Class B Units $ 21,628,689 $ 21,628,689 $ - $ - $ 21,628,689 Warrant Commitment Liability 19,215,140 19,215,140 19,215,140 Carrying Value Total Fair Value Quoted prices in Significant Significant Liabilities Class B Units $ 5,123,000 $ 5,123,000 $ 5,123,000 Warrant Commitment Liability - - - The following presents changes in the Class B Units for the years ending December 31, 2021 and December 31, 2020: Year ended December 31, Year ended December 31, Beginning Balance $ 5,123,000 $ - New unit issuances 10,422,413 3,101,344 Change in fair value recognized in earnings 6,083,276 2,021,656 Ending Balance $ 21,628,689 $ 5,123,000 The following presents changes in the Warrant Commitment Liability Year ended December 31, Year ended December 31, Beginning Balance $ - $ - Value at establishment 16,004,255 - Change in fair value recognized in earnings 3,210,885 - Ending Balance $ 19,215,140 $ - |
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 and the Warrant Commitment Liability issued to the Company’s lenders under the Senior Credit Facility, and f) the fair value of the consideration for acquisitions and the fair value of the assets acquired and liabilities assumed. It is reasonably possible that the significant estimates used will change within the next year. |
Income/Loss Per Common Share | Income/Loss per Common Share Income/Loss per share amounts are computed by dividing income or loss applicable to the common stockholders of the Company by the weighted-average number of common shares outstanding during each period. Diluted income or loss per share amounts are computed assuming the issuance of common stock for potentially dilutive common stock equivalents. The number of dilutive warrants, options, and convertible notes and accrued interest is computed using the treasury stock method, whereby the dilutive effect is reduced by the number of treasury shares the Company could purchase with the proceeds from exercises of warrants and options. The following table presents instruments that were potentially anti-dilutive Year ended December 31, Year ended December 31, Convertible notes and accrued interest 7,535,173 10,214,164 Convertible preferred stock - Series B - 1,181,819 Stock options and warrants 19,567,360 19,317,714 The table above does not include the warrants that will be issued to the Senior Lenders as described in Note B. |
Stock Based Compensation | Stock Based Compensation The Company recognizes compensation expense 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. Forfeitures are accounted for as incurred. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements On December 18, 2019, the FASB issued ASU 2019-12, which affects general principles within ASC 740, Income Taxes Company adopted on January 1, 2021 and it In August, 2020, the FASB issued ASU 2020-06, which reduces the complexity of the accounting for convertible debt instruments and its effect on earnings per share calculation. The guidance reduces the number of accounting models used for convertible debt instruments, which will result in fewer embedded conversion features being recognized separately from the original contract. This will also affect the guidance associated with convertible debt for earnings-per-share by requiring the if-converted method rather than the treasury stock method, requiring that potential share settlement be included in the calculation of diluted earnings per share and clarifying that an entity should use the weighted-average share count from each quarter when calculating the year-to-date weighted-average share count. For public business entities, the amendments in ASU 2020-06 are effective for fiscal years beginning after December 15, 2021, including interim periods within those years, and early adoption is permitted for fiscal years beginning after December 15, 2020, including interim periods within those years. The Company is evaluating the impact of the guidance on its consolidated financial statements, but does not expect the impact to be material. In October, 2021, the FASB issued ASU 2021-08, which updates the guidance related to the acquisition of revenue contracts in a business combination. The new guidance requires that the acquiring entity recognize and measure contract assets and liabilities acquired in a business combination in accordance with Topic 606. At the acquisition date the acquirer should recognize the contract assets and liabilities under Topic 606 as they would have been recognized at contract origination rather than at fair value at the time of the acquisition. The intent is to create more comparability of recognition and measurement of the acquired contracts in business combinations. For public business entities, the amendments in ASU 2021-08 are effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The Company is evaluating the impact of the guidance on its consolidated finance statements. In November, 2021, the FASB issued ASU 2021-10, which requires business entities to provide certain disclosures when they (1) have received government assistance and (2) use a grant or contribution accounting model by analogy to other accounting guidance. The guidance will require business entities to disclose the nature of the transactions, accounting policies used to account for the transactions, and state which line items on the balance sheet and income statement are affected by these transactions and the amount applicable to each financial statement line. Business entities will also have to disclose significant terms and conditions of transactions with a government such as the duration of the agreement, any commitments made by either side, provisions, and contingencies. The guidance in ASU 2021-10 is effective for all entities for fiscal years beginning after December 15, 2021. Entities may apply the provision either (1) prospectively to all transactions within the scope of ASC 832 that are reflected in the financial statements as of the adoption date and all new transactions entered into after the date of adoption or (2) retrospectively. Early adoption is permitted. The Company is still evaluating the impact of the guidance on its consolidated financial statements. |
Subsequent Events | Subsequent Events Where applicable, the notes to these consolidated financial statements have been updated to discuss all significant subsequent events which have occurred through the date of issuance of the consolidated financial statements. |
ORGANIZATION AND SIGNIFICANT _3
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of accrued liabilities | As of December 31, 2021 and December 31, 2020, accrued liabilities consists of: As of December 31, 2021 As of December 31, 2020 Accrued compensation and related liabilities 3,818,701 3,034,688 Accrued interest payable 1,857,343 2,093,649 Accrued construction costs 27,045,738 - Other accrued liabilities 3,677,671 3,146,478 Current portion of asset retirement obligations 2,530,000 3,716,000 Current portion of environmental liabilities 1,339,550 883,000 $ 40,269,003 $ 12,873,815 |
Schedule of Asset Retirement Obligations | The following table provides a reconciliation of the changes in asset retirement obligations for years ended December 31, 2021 and December 31, 2020. Year ended December 31, Year ended December 31, Asset retirement obligations - beginning of period $ 21,478,977 $ - Additions related to acquisition of refinery - 21,901,977 Disbursements (2,265,557 ) (135,000 ) Accretion 978,009 652,000 Revised obligation estimates - (940,000 ) Asset retirement obligations - end of period $ 20,191,429 $ 21,478,977 |
Schedule of changes in derivative liability | The following is the recorded fair value of the Class B Units and the Warrant Commitment Liability Carrying Value Total Fair Quoted prices Significant Significant Liabilities Class B Units $ 21,628,689 $ 21,628,689 $ - $ - $ 21,628,689 Warrant Commitment Liability 19,215,140 19,215,140 19,215,140 Carrying Value Total Fair Value Quoted prices in Significant Significant Liabilities Class B Units $ 5,123,000 $ 5,123,000 $ 5,123,000 Warrant Commitment Liability - - - The following presents changes in the Class B Units for the years ending December 31, 2021 and December 31, 2020: Year ended December 31, Year ended December 31, Beginning Balance $ 5,123,000 $ - New unit issuances 10,422,413 3,101,344 Change in fair value recognized in earnings 6,083,276 2,021,656 Ending Balance $ 21,628,689 $ 5,123,000 The following presents changes in the Warrant Commitment Liability Year ended December 31, Year ended December 31, Beginning Balance $ - $ - Value at establishment 16,004,255 - Change in fair value recognized in earnings 3,210,885 - Ending Balance $ 19,215,140 $ - |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following table presents instruments that were potentially anti-dilutive Year ended December 31, Year ended December 31, Convertible notes and accrued interest 7,535,173 10,214,164 Convertible preferred stock - Series B - 1,181,819 Stock options and warrants 19,567,360 19,317,714 |
Schedule of changes in the Lender warrant commitment liability | The following presents changes in the Warrant Commitment Liability Year ended December 31, Year ended December 31, Beginning Balance $ - $ - Value at establishment 16,004,255 - Change in fair value recognized in earnings 3,210,885 - Ending Balance $ 19,215,140 $ - |
PROPERTY, PLANT AND EQUIPMENT (
PROPERTY, PLANT AND EQUIPMENT (Tables) | 12 Months Ended |
Dec. 31, 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 Based Allocated Pre-Acquisition Total Capitalized Costs 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 - refinery permits 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 December 31, 2021 and December 31, 2020 are as follows: December 31, 2021 December 31, 2020 Land $ 7,855,872 $ 7,584,961 Office e 1,980,160 61,078 Buildings 5,486,575 2,053,570 Refinery and i e 87,072,163 86,019,130 Transportation e 421,302 - Construction in p 211,152,337 33,212,695 Construction p i 40,245,159 10,220,766 Total c $ 354,213,568 $ 139,152,200 Less a d (360,637 ) (179,525 ) Property, plant and equipment, net $ 353,852,931 $ 138,972,675 |
INTANGIBLE ASSETS (Tables)
INTANGIBLE ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Notes to Financial Statements | |
Schedule of patent license assets | The intangible assets as of December 31, are December 31, 2021 December 31, 2020 Remaining Gross Carrying Accumulated Gross Carrying Accumulated Indefinite Lived Intangible Assets Trade name - $ 90,000 $ - $ - $ - Definite Lived Intangible Assets Patent licenses 5 years 8,188,315 2,831,088 4,442,553 2,092,160 Developed seed variant technology 24 years 5,679,500 - - - Refinery permits 13 years 1,921,082 275,813 1,921,082 90,729 Total $ 15,878,897 $ 3,106,901 $ 6,363,635 $ 2,182,889 |
Schedule of estimated amortization expense | The estimated intangible asset amortization expense for 2022 through 202 6 Estimated Amortization 2022 $ 1,351,533 2023 1,094,402 2024 965,204 2025 864,059 2026 848,773 Thereafter 7,648,025 Total $ 12,771,996 |
DEBT (Tables)
DEBT (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt | |
Schedule of notes payable and long-term debt | The table below summarizes our notes payable and long-term debt at December 31, 2021 and at December 31, 2020: December 31, 2021 December 31, 2020 Notes Payable Senior credit facility $ 345,440,278 $ 153,405,569 Bridge loan 12,049,763 - Fixed payment obligation 20,250,000 20,250,000 Finance lease obligation 4,462,938 - Other notes 3,478,931 4,198,113 Subtotal 385,681,910 177,853,682 Less: current portion of long-term debt (35,223,402 ) (4,198,113 ) Less: unamortized debt discount and issuance costs (29,227,266 ) (10,731,206 ) Subtotal 321,231,242 162,924,363 Convertible Notes Payable Convertible note payable to executive officer 1,000,000 1,000,000 Other convertible notes payable - 697,000 Subtotal 1,000,000 1,697,000 Total $ 322,231,242 $ 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 December 31, 2021: Year Required Minimum Payments 2022 $ 35,401,618 2023 230,188 2024 1,237,094 2025 244,207 2026 349,568,803 Thereafter - Total $ 386,681,910 |
STOCK OPTIONS AND WARRANTS (Tab
STOCK OPTIONS AND WARRANTS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure Text Block [Abstract] | |
Summary of option award activity and awards outstanding | A summary of the option award activity in 2021 and awards outstanding at December 31, 2021 (includes 100,000, 17,975,714 and 1,571,806 options under the 2010 Equity Incentive Plan, the non-plan and the 2020 Plan, respectively) is as follows: Shares Under Weighted Average Weighted Average Aggregate Intrinsic Outstanding at December 31, 2019 19,902,732 $ 0.16 3.60 $ 14,360,463 Granted 1,554,500 0.75 - Exercised (1,447,018 ) 0.06 - Forfeited (600,000 ) 0.75 - Expired (180,000 ) 0.10 - Outstanding at December 31, 2020 19,230,214 $ 0.16 2 81 $ 30,044,649 Vested and exercisable at December 31, 2020 17,913,083 $ 0.16 2.90 $ 28,160,815 Shares Under Option Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Aggregate Intrinsic Value Outstanding at December 31, 2020 19,230,214 $ 0.16 2.81 $ 30,044,649 Granted 543,240 5.58 - Exercised (112,432 ) 0.04 616,314 Forfeited (109,878 ) 5.63 - Expired (3,624 ) 4.76 - Outstanding at December 31, 2021 19,547,520 $ 0.36 2.11 $ 87,636,744 Vested and exercisable at December 31, 2021 18,743,542 $ 0.25 2.04 $ 85,801,930 |
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 year ended December 31, 2021: Expected Term (in Years) 3.278 Volatility 85.766 % Risk Free Rate 0.511 % Dividend Yield 0 % Aggregate Grant Date Fair Value $ 1,758,816 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense (Benefit) | The provisions for income taxes for the years ended December 31, 2021 and 2020 are as follows: Year ended December 31, 2021 Year ended December 31, 2020 Current: Federal $ - $ (4,778,000 ) State - (2,206,000 ) Foreign - - - (6,984,000) Deferred: Federal (841,000 ) 2,246,000 State (280,000 ) 1,037,000 Foreign - - Change in v a - 3,701,000 (1,121,000 ) 6,984,000 Income tax benefit $ (1,121,000 ) $ - |
Schedule of Effective Income Tax Rate Reconciliation | A reconciliation of the federal statutory rate to the effective tax rate is as follows: Year ended 2021 Year ended 202 0 Federal statutory rate 21 % 21 % State, net of federal tax benefit 7 % 7 % Change in valuation allowance: (26 )% (28 )% Effective tax rate 2 % - |
Schedule of deferred income tax assets and liabilities for temporary differences | At December 31, 2021 and 2020 the deferred income tax assets and liabilities consisted of the following temporary differences: As of 2021 As of ece 202 0 Deferred tax assets: Net operating losses $ 20,103,000 $ 15,513,000 Share based compensation 598,000 361,000 Accrued vacation 111,000 - Accrued payroll 616,000 1,238,000 Accrued interest 519,000 586,000 Lease liabilities 420,000 - Fair value of Warrant Commitment Liability 898,000 - Fair value - Class B Units 2,268,000 566,000 Total deferred assets 25,533,000 18,264,000 Less valuation allowance for deferred tax assets (23,651,000 ) (18,264,000 ) Net deferred tax asset 1,882,000 - Deferred tax liabilities: Property, plant and equipment (328,000 ) - Intangibles (2,759,000 ) - Lease assets (419,000 ) - Total deferred tax liabilities (3,506,000 ) - Net deferred tax liabilit y $ (1,624,000 ) $ - |
Summary of Operating Loss Carryforwards | At December 31, 2021 and 2020 the Company has federal and state net operating loss carryforwards of approximately: December 31, 2021 December 31, 202 0 Net operating losses $ 71,847,000 $ 46,109,000 |
ACQUISITIONS (Tables)
ACQUISITIONS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Business Combinations [Abstract] | |
Schedule of fair value of assets acquired and liabilities | Below is a table that shows the fair value of assets acquired and liabilities assumed by the Company as a result of the 2021 transaction s . The purchase price allocation below for CCE is preliminary, as management is currently evaluating certain assumptions and may adjust the allocation in the subsequent period. Assets Agribody Entira, Inc. as Camelina Total of Cash and cash equivalents $ 263,755 $ 2,100 $ 151,188 $ 417,043 Accounts receivable - - 1,094,894 1,094,894 Prepaid expense and other current assets - - 1,094,894 1,094,894 Property, plant, and equipment 185,445 33,000 598,619 817,064 Patents 3,450,000 - - 3,450,000 Developed seed variant technology - - 5,679,500 5,679,500 Trade 90,000 - - 90,000 Goodwill 2,345,569 2,858,930 3,572,941 8,777,440 Liabilities Accounts payable and accrued liabilities (344,277 ) (300,000 ) (1,687,947 ) (2,332,224 ) Long term liabilities - - (619,293 ) (619,293 ) Deferred tax liabilities (990,492 ) (130,723 ) (1,623,599 ) (2,744,814 ) Total fair value of net assets acquired 5,000,000 2,463,307 8,261,197 15,724,504 Less: Cash acquired (263,755 ) (2,100 ) (151,188 ) (417,043 ) Total fair value of consideration transferred, net of cash acquired $ 4,736,245 $ 2,461,207 $ 8,110,009 $ 15,307,461 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Lease-Related Assets and Liabilities | The table below presents the lease-related assets and liabilities recorded on the balance sheet at October 31, 2021 and 2020 (in thousands): December 31, Leases Classification 2021 2020 Assets Operating lease assets Operating lease right-of-use assets $ 481,027 $ 51,611 Finance lease assets Buildings, net of depreciation 3,433,005 - Total lease assets $ 3,914,032 $ 51,611 Liabilities Current Operating Current portion of operating lease obligations $ 198,440 $ 52,653 Finance Notes payable including current portion of long-term debt 714,659 - Non-current Operating Operating lease obligations, net of current portion 283,197 - Finance Long-term debt, net 2,831,284 - Total lease liabilities $ 4,027,580 $ 52,653 |
Lease Cost | The table below presents the components of lease costs for the years 2021 and 2020: December 31, 2021 2020 Operating lease cost $ 94,265 $ 32,557 Finance lease cost Amortization of leased assets 134,128 - Interest on lease liabilities 15,872 - Total lease costs $ 244,265 $ 32,557 The table below presents the weighted average remaining lease terms and weight e o December 31, 2021 2020 Weighted average remaining lease term (in years) Operating leases 2.2 1.7 Financing leases 4.8 - Weighted average discount rate Operating leases 1.00 % 6.63 % Financing leases 4.25 % - |
Lessee, Operating Lease, Liability, Maturity [Table Text Block] | The table below presents the maturity of the lease liabilities as of December 31, 2021: Operating leases Finance Leases 2022 $ 202,149 $ 223,484 2023 162,616 230,188 2024 121,962 237,094 2025 - 244,207 2026 - 3,527,965 Thereafter - - Total lease payments: 486,727 4,462,938 Less: present value discount (5,090 ) (916,995 ) Total lease liabilities $ 481,637 $ 3,545,943 |
Finance Leases | The table below presents the maturity of the lease liabilities as of December 31, 2021: Operating leases Finance Leases 2022 $ 202,149 $ 223,484 2023 162,616 230,188 2024 121,962 237,094 2025 - 244,207 2026 - 3,527,965 Thereafter - - Total lease payments: 486,727 4,462,938 Less: present value discount (5,090 ) (916,995 ) Total lease liabilities $ 481,637 $ 3,545,943 |
ORGANIZATION AND SIGNIFICANT _4
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (Details1) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Organization And Significant Accounting Policies [Abstract] | ||
Accrued compensation and related liabilities | $ 3,818,701 | $ 3,034,688 |
Accrued interest payable | 1,857,343 | 2,093,649 |
Accrued construction costs | 27,045,738 | 0 |
Other accrued expenses | 3,677,671 | 3,146,478 |
Current portion of asset retirement obligations | 2,530,000 | 3,716,000 |
Current portion of environmental liabilities | 1,339,550 | 883,000 |
Accrued Liabilities, Current | $ 40,269,003 | $ 12,873,815 |
ORGANIZATION AND SIGNIFICANT _5
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (Details 2) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Organization And Significant Accounting Policies [Abstract] | ||
Asset retirement obligations - beginning of period | $ 21,478,977 | $ 0 |
Additions related to acquisition of refinery | 0 | 21,901,977 |
Disbursements | (2,265,557) | (135,000) |
Accretion | 978,009 | 652,000 |
Revised obligation estimates | 0 | (940,000) |
Asset retirement obligations - end of period | $ 20,191,429 | $ 21,478,977 |
ORGANIZATION AND SIGNIFICANT _6
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (Details 3) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Carrying Value | $ 21,628,689 | $ 5,123,000 |
Class B Units [Member] | ||
Carrying Value | 21,628,689 | 5,123,000 |
Fair Value | 21,628,689 | 5,123,000 |
Reported Value Measurement [Member] | ||
Warrant Commitment Liability | 19,215,140 | |
Portion at Fair Value Measurement [Member] | ||
Warrant Commitment Liability | 19,215,140 | |
Fair Value, Inputs, Level 3 [Member] | Class B Units [Member] | ||
Fair Value | 21,628,689 | $ 5,123,000 |
Fair Value, Inputs, Level 3 [Member] | Portion at Fair Value Measurement [Member] | ||
Warrant Commitment Liability | $ 19,215,140 |
ORGANIZATION AND SIGNIFICANT _7
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (Details 4) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Disclosure Organization and Significant Accounting Policies [Line Items] | ||
Change in fair value recognized in earnings | $ 6,083,276 | $ 2,021,656 |
Common Class B [Member] | Common Stock Subject to Mandatory Redemption [Member] | ||
Disclosure Organization and Significant Accounting Policies [Line Items] | ||
Beginning Balance | 5,123,000 | 0 |
New unit issuances | 10,422,413 | 3,101,344 |
Change in fair value recognized in earnings | 6,083,276 | 2,021,656 |
Ending Balance | $ 21,628,689 | $ 5,123,000 |
ORGANIZATION AND SIGNIFICANT _8
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (Details 5) - shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Convertible notes and accrued interest | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 7,535,173 | 10,214,164 |
Convertible Preferred Stock - Series B | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 0 | 1,181,819 |
Compensation Based Stock Options and Warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 19,567,360 | 19,317,714 |
ORGANIZATION AND SIGNIFICANT _9
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (Details 6) - Lender Warrant Commitment Liability [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Beginning Balance | ||
Value at issuance | 16,004,255 | |
Change in fair value recognized in earnings | 3,210,885 | |
Ending Balance | $ 19,215,140 |
ORGANIZATION AND SIGNIFICANT_10
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) | May 07, 2020bbl | Jun. 30, 2020USD ($) | Mar. 19, 2020USD ($) | Dec. 31, 2022USD ($) | Dec. 31, 2021USD ($)shares | Dec. 31, 2020USD ($) | Jun. 30, 2021USD ($) | Apr. 30, 2020USD ($) | Mar. 31, 2020USD ($)bbl | Dec. 31, 2019USD ($) |
Reverse Stock Split | On March 26, 2021, the Company effected a one-for-ten reverse stock split. | |||||||||
Advance to Contractor | $ 7,800,000 | $ 20,100,000 | ||||||||
New Advance To Contractor | 10,000,000 | $ 17,800,000 | ||||||||
Uninsured cash | 22,300,000 | |||||||||
Interest costs capitalized | 30,000,000 | $ 10,200,000 | ||||||||
Impairment of long lived assets | $ 0 | 0 | ||||||||
Capitalized interest costs | $ 40,200,000 | |||||||||
Percentage of valuation allowance on deferred tax assets | 100.00% | 100.00% | ||||||||
Revenue from contract with customers excluding assesseed tax | $ 200,000 | $ 0 | ||||||||
Asset Retirement Obligation, Current | 2,530,000 | 3,716,000 | ||||||||
Asset Retirement Obligations, Noncurrent | 17,661,429 | 17,762,977 | ||||||||
Inventory adjustments | $ 0 | |||||||||
Percentage to acquire non controlling interest | 33.33% | |||||||||
Derivative Assets or Liabilities | $ 0 | 0 | ||||||||
Senior Credit Facility [Member] | ||||||||||
Warrants Issued During Period Shares | shares | 5,017,008 | |||||||||
Percentage of Warrant Commitment Liability | 1.00% | |||||||||
Warrant Commitment Liability | $ 4,100,000 | |||||||||
Subsequent Event [Member] | ||||||||||
Inventory adjustments | $ 0 | |||||||||
Call Option [Member] | ||||||||||
Adjustments to additional paid in capital | 5,500,000 | |||||||||
Commodity [Member] | ||||||||||
Derivative, Remaining Maturity | 6 months | |||||||||
Commodity [Member] | Ultra Sulphur Diesel [Member] | ||||||||||
Derivative liabilities at fair value | $ 24,800,000 | |||||||||
Commodity [Member] | Ultra Sulphur Diesel [Member] | Call Option [Member] | ||||||||||
Derivative liabilities at fair value | $ 23,100,000 | |||||||||
Derivative Liability, Current | 5,500,000 | |||||||||
Derivative Liability, Noncurrent | $ 17,600,000 | |||||||||
Derivative, Gain on Derivative | $ 5,500,000 | |||||||||
Gain due to derecognition of derivative contract | $ 512,000 | |||||||||
Derivative Liability Non Current Number Of Annual Instalements | bbl | 6 | |||||||||
Commodity [Member] | Ultra Sulphur Diesel [Member] | Call Option [Member] | Amended Derivative Forward Contract [Member] | ||||||||||
Derivative liabilities at fair value | $ 24,800,000 | |||||||||
Derivative Liability, Noncurrent | $ 20,300,000 | |||||||||
Payment of derivative liability | $ 4,500,000 | |||||||||
Escalation Rate [Member] | ||||||||||
Asset retirement obligation measurement input | 3.33 | |||||||||
Bakersfield Refinery | ||||||||||
Advance to Contractor | $ 20,100,000 | |||||||||
Bakers Renewable Fuels LLC [Member] | Bakersfield Refinery | Barrels [Member] | CANADA | ||||||||||
Expected production per day | bbl | 10,000 | |||||||||
Name plate capacity of refinery per day | bbl | 15,000 | |||||||||
Bakers Renewable Fuels LLC [Member] | Bakersfield Refinery | Gallons [Member] | CANADA | ||||||||||
Expected production per day | bbl | 420,000 | |||||||||
Minimum [Member] | Measurement Input, Discount Rate [Member] | ||||||||||
Asset retirement obligation measurement input | 3.62 | |||||||||
Maximum [Member] | Measurement Input, Discount Rate [Member] | ||||||||||
Asset retirement obligation measurement input | 7.26 | |||||||||
Maximum [Member] | Bakers Renewable Fuels LLC [Member] | Bakersfield Refinery | Barrels [Member] | CANADA | ||||||||||
Expected production per day | bbl | 10,000 | |||||||||
Weighted Average [Member] | Measurement Input, Discount Rate [Member] | ||||||||||
Asset retirement obligation measurement input | 5 | |||||||||
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) | Feb. 23, 2022USD ($)bbl$ / sharesshares | Dec. 20, 2021USD ($)shares | Feb. 28, 2022bbl | Dec. 31, 2021USD ($)$ / sharesshares | Jan. 07, 2022USD ($) | Apr. 30, 2021bbl | Dec. 31, 2020USD ($) | May 04, 2020USD ($) | Apr. 30, 2019bbl |
Notes to Financial Statements [Line Items] | |||||||||
Net Loss | $ 51,400,000 | ||||||||
Accumulated deficit | 117,600,000 | ||||||||
Working capital | 83,000,000 | ||||||||
Restricted cash | 7,972,914 | $ 12,943,222 | |||||||
Stockholders' deficit | $ 60,600,000 | ||||||||
Gas balancing volume amount | bbl | 2,500,000 | 2,500,000 | |||||||
Percentage of products retained | 100 | ||||||||
Number of securities called by warrants or rights | shares | 19,840 | ||||||||
Warrants Per share price | $ / shares | $ 6.25 | ||||||||
Number Of Institutional Investors | bbl | 11 | ||||||||
Aggregate Purchase Price | $ 5,000,000 | ||||||||
Number Of Shares Acquired | shares | (830,526) | ||||||||
Payment Of Borrowings | $ 20,200,000 | ||||||||
Cash Generated From Refinery Operation | 3,375,000 | ||||||||
Senior Lenders [Member] | |||||||||
Notes to Financial Statements [Line Items] | |||||||||
Line of credit facility, maximum borrowing capacity | $ 8,000,000 | ||||||||
Senior Lenders [Member] | Bridge Loan [Member] | |||||||||
Notes to Financial Statements [Line Items] | |||||||||
Line of credit facility, maximum borrowing capacity | $ 12,000,000 | ||||||||
SusOils subsidiary [Member] | |||||||||
Notes to Financial Statements [Line Items] | |||||||||
Warrants Per share price | $ / shares | $ 1.675 | ||||||||
Aggregate Purchase Price | $ 33,000,000 | ||||||||
GCEH Warrants [Member] | |||||||||
Notes to Financial Statements [Line Items] | |||||||||
Number of securities called by warrants or rights | shares | 18,547,723 | ||||||||
Warrants Per share price | $ / shares | $ 2.25 | ||||||||
Warrant Commitment Liability | shares | (5,017,008) | 5,017,008 | |||||||
GCEH Tranche II Warrants [Member] | Exxonmobils Investment [Member] | |||||||||
Notes to Financial Statements [Line Items] | |||||||||
Number of securities called by warrants or rights | shares | 6,500,000 | ||||||||
Warrants Per share price | $ / shares | $ 3.75 | ||||||||
Percentage To Acquire Of Warrant | 33.00% | ||||||||
Number Of Shares Acquired | shares | (19,701,493) | ||||||||
Series C Preferred Stock [Member] | |||||||||
Notes to Financial Statements [Line Items] | |||||||||
Number of shares sold | shares | 145,000 | ||||||||
Percentage Of Dividend | 15.00% | ||||||||
Preferences Shares [Member] | |||||||||
Notes to Financial Statements [Line Items] | |||||||||
Aggregate Purchase Price | $ 20,000,000 | ||||||||
Preferences Shares [Member] | Exxonmobils Investment [Member] | |||||||||
Notes to Financial Statements [Line Items] | |||||||||
Aggregate Purchase Price | 125,000,000 | ||||||||
BKRF OCB, LLC [Member] | |||||||||
Notes to Financial Statements [Line Items] | |||||||||
Line of credit facility, maximum borrowing capacity | $ 300,000,000 | ||||||||
Subsequent Event [Member] | |||||||||
Notes to Financial Statements [Line Items] | |||||||||
Oil and gas, delivery commitment, quantity committed | bbl | 13,000,000 | ||||||||
Oil and gas delivery commitments and contracts | 3 years | ||||||||
Subsequent Event [Member] | GCEH Warrants [Member] | |||||||||
Notes to Financial Statements [Line Items] | |||||||||
Warrants Per share price | $ / shares | $ 2.25 | ||||||||
Mezzanine Credit Facility [Member] | |||||||||
Notes to Financial Statements [Line Items] | |||||||||
Line of credit facility, maximum borrowing capacity | $ 65,000,000 | ||||||||
Senior Credit Facility [Member] | |||||||||
Notes to Financial Statements [Line Items] | |||||||||
Aggregate Purchase Price | $ 145,000,000 | ||||||||
Senior Credit Facility [Member] | Bridge Loan [Member] | |||||||||
Notes to Financial Statements [Line Items] | |||||||||
Remaining Borrowing Capacity | $ 20,000,000 |
PROPERTY, PLANT AND EQUIPMENT_2
PROPERTY, PLANT AND EQUIPMENT (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Property, plant and equipment, cost | $ 354,213,568 | $ 139,152,200 |
Less accumulated depreciation | (360,637) | (179,525) |
Property, plant and equipment, net | 353,852,931 | 138,972,675 |
Land [Member] | ||
Property, plant and equipment, cost | 7,855,872 | 7,584,961 |
Office equipment [Member] | ||
Property, plant and equipment, cost | 1,980,160 | 61,078 |
Buildings [Member] | ||
Property, plant and equipment, cost | 5,486,575 | 2,053,570 |
Refinery and industrial equipment | ||
Property, plant and equipment, cost | 87,072,163 | 86,019,130 |
Transportation Equipment [Member] | ||
Property, plant and equipment, cost | 421,302 | 0 |
Construction in progress [Member] | ||
Property, plant and equipment, cost | 211,152,337 | 33,212,695 |
Construction period interest [Member] | ||
Property, plant and equipment, cost | $ 40,245,159 | $ 10,220,766 |
PROPERTY, PLANT AND EQUIPMENT_3
PROPERTY, PLANT AND EQUIPMENT (Details 1) | Dec. 31, 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- refinery permits [Member] | |
Capitalized Costs Based on Acquisition Valuation | 1,921,082 |
Total Capitalized Costs on Acquisition | $ 1,921,082 |
PROPERTY, PLANT AND EQUIPMENT_4
PROPERTY, PLANT AND EQUIPMENT (Details Narrative) - USD ($) | May 07, 2020 | May 07, 2020 | Dec. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||||
Depreciation | $ 181,112 | $ 118,447 | ||
Business combination, consideration transferred | 15,307,461 | |||
Payments to acquire businesses | $ 40,000,000 | 36,500,000 | ||
Business combination, recognized identifiable assets acquired and liabilities assumed, liabilities | $ 43,900,000 | $ 43,900,000 | ||
Shares granted, value, share-based payment arrangement, before forfeiture | 5,500,000 | |||
Fair value of assets acquired | 21,900,000 | 21,901,977 | ||
Liabilities assumed | $ 22,000,000 | $ 22,033,937 | ||
Volatility | 116.00% | 85.766% | ||
Marketability discount | 25.00% | |||
Risk free Rate | 0.14% | 0.511% | ||
Acquisition Of Shares | 830,526 | |||
GCE Acquisitions [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Business acquisition, percentage of voting interests acquired | 33.00% | 33.00% | ||
Acquisition Of Shares | 33,333 | |||
Bakersfield Renewable Fuels LLC [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Business combination, consideration transferred | $ 89,400,000 | $ 89,400,000 | $ 89,400,000 | |
Payments to acquire businesses | 40,000,000 | |||
Business combination, recognized identifiable assets acquired and liabilities assumed, liabilities | $ 43,900,000 | $ 43,900,000 |
INTANGIBLE ASSETS (Details)
INTANGIBLE ASSETS (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Gross Carrying Amount | $ 15,878,897 | $ 6,363,635 |
Accumulated Amorization | 3,106,901 | 2,182,889 |
Patents [Member] | ||
Gross Carrying Amount | 8,188,315 | 4,442,553 |
Accumulated Amorization | 2,831,088 | 2,092,160 |
Developed Seed Variant Technology [Member] | ||
Gross Carrying Amount | 5,679,500 | |
Refinery Permits [Member] | ||
Gross Carrying Amount | 1,921,082 | 1,921,082 |
Accumulated Amorization | 275,813 | $ 90,729 |
Trade Name [Member] | ||
Gross Carrying Amount | $ 90,000 |
INTANGIBLE ASSETS (Details 2)
INTANGIBLE ASSETS (Details 2) | Dec. 31, 2021USD ($) |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | |
2022 | $ 1,351,533 |
2023 | 1,094,402 |
2024 | 965,204 |
2025 | 864,059 |
2026 | 848,773 |
Thereafter | 7,648,025 |
Total | $ 12,771,996 |
INTANGIBLE ASSETS (Details Narr
INTANGIBLE ASSETS (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Notes to Financial Statements [Line Items] | ||
Amortization of intangible assets | $ 924,000 | $ 251,000 |
DEBT (Details)
DEBT (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Notes Payable | ||
Senior credit facility | $ 345,440,278 | $ 153,405,569 |
Bridge loan | 12,049,763 | |
Fixed payment obligation | 20,250,000 | 20,250,000 |
Finance lease obligation | 4,462,938 | |
Other notes - current | 3,478,931 | 4,198,113 |
Subtotal | 385,681,910 | 177,853,682 |
Less: Current portion of long-term debt | (35,223,402) | (4,198,113) |
Less: unamortized debt discount and issuance costs | (29,227,266) | (10,731,206) |
Notes Payable | 321,231,242 | 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 | $ 322,231,242 | $ 164,621,363 |
DEBT (Details 2)
DEBT (Details 2) | Dec. 31, 2021USD ($) |
Disclosure Text Block [Abstract] | |
2022 | $ 35,401,618 |
2023 | 230,188 |
2024 | 1,237,094 |
2025 | 244,207 |
2026 | 349,568,803 |
Thereafter | 0 |
Total | $ 386,681,910 |
DEBT (Details Narrative)
DEBT (Details Narrative) | Feb. 23, 2022USD ($)shares$ / shares | Feb. 02, 2022 | Dec. 20, 2021USD ($)shares | Sep. 15, 2021USD ($) | Jun. 01, 2021shares | Mar. 26, 2021USD ($)shares | May 04, 2020USD ($) | Jun. 30, 2020USD ($) | Sep. 15, 2021USD ($) | Dec. 31, 2021USD ($)Month$ / sharesshares | Dec. 31, 2020USD ($)shares | Jan. 07, 2022USD ($) | Jul. 29, 2021USD ($) | Oct. 12, 2020USD ($) | Apr. 30, 2020USD ($) | Mar. 31, 2020USD ($)Installment | Dec. 31, 2019USD ($) | Dec. 31, 2018 | Oct. 16, 2018USD ($) |
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. | ||||||||||||||||||
Payments on debt issuance costs | $ (4,423,211) | ||||||||||||||||||
Other notes payable current | $ 3,478,931 | 4,198,113 | |||||||||||||||||
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. | ||||||||||||||||||
Stock issued during period, shares, conversion of convertible securities | shares | 53,723 | ||||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 3,100,000 | ||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 6.25 | ||||||||||||||||||
Debt Instrument, Decrease, Forgiveness | $ 600,000 | ||||||||||||||||||
GCEH Warrants [Member] | |||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 2.25 | ||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||
Stock issued during period, shares, conversion of convertible securities | shares | 1,586,786 | ||||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 10,000,000 | $ 4,960 | |||||||||||||||||
Subsequent Event [Member] | GCEH Warrants [Member] | |||||||||||||||||||
Warrants and Rights Outstanding, Term | 5 years | ||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | shares | 5,017,008 | ||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 2.25 | ||||||||||||||||||
Commodity [Member] | Ultra Sulphur Diesel [Member] | |||||||||||||||||||
Derivative liabilities at fair value | $ 24,800,000 | ||||||||||||||||||
Commodity [Member] | Ultra Sulphur Diesel [Member] | Call Option [Member] | |||||||||||||||||||
Derivative liabilities at fair value | $ 23,100,000 | ||||||||||||||||||
Derivative contract liability current | 5,500,000 | ||||||||||||||||||
Derivative contract liability non current | $ 17,600,000 | ||||||||||||||||||
Derivative contract liability non current number of annual instalments | Installment | 6 | ||||||||||||||||||
Commodity [Member] | Ultra Sulphur Diesel [Member] | Call Option [Member] | Amended Derivative Forward Contract [Member] | |||||||||||||||||||
Derivative liabilities at fair value | $ 24,800,000 | ||||||||||||||||||
Derivative contract liability non current | 20,300,000 | ||||||||||||||||||
Payment of derivative liability | $ 4,500,000 | ||||||||||||||||||
Mezzanine Credit Facility [Member] | |||||||||||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 65,000,000 | ||||||||||||||||||
Senior Credit Facility [Member] | Subsequent Event [Member] | |||||||||||||||||||
Line of Credit Facility, Expiration Date | Nov. 4, 2026 | ||||||||||||||||||
Series C Preferred Financing [Member] | Subsequent Event [Member] | |||||||||||||||||||
Other reserves | $ 35,000,000 | ||||||||||||||||||
Working Capital Facility [Member] | Subsequent Event [Member] | |||||||||||||||||||
Line of Credit Facility, Expiration Date | Sep. 30, 2022 | ||||||||||||||||||
Line of Credit Facility, Interest Rate During Period | 3.50% | ||||||||||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 125 | ||||||||||||||||||
Senior secured term loan facility [Member] | |||||||||||||||||||
Debt Instrument, Debt Default, Amount | 115,000,000 | ||||||||||||||||||
Senior secured term loan facility [Member] | Common Stock [Member] | |||||||||||||||||||
Debt Instrument, Convertible, Number of equity instruments | shares | 5,017,008 | ||||||||||||||||||
Senior secured term loan facility [Member] | Bakersfield Renewable Fuels LLC [Member] | |||||||||||||||||||
Line of credit facility, current borrowing capacity | $ 300 | ||||||||||||||||||
Line of Credit Facility, Expiration Date | Nov. 30, 2026 | ||||||||||||||||||
Line of Credit Facility, Interest Rate During Period | 12.50% | ||||||||||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 337.6 | $ 317,600,000 | |||||||||||||||||
Additional Contingency reserve | $ 35,000,000 | ||||||||||||||||||
Tranche B Senior Credit Facility [Member] | Bakersfield Renewable Fuels LLC [Member] | |||||||||||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 13,200,000 | ||||||||||||||||||
Bridge Loan Facility [Member] | |||||||||||||||||||
Line of Credit Facility, Expiration Date | Jan. 31, 2022 | ||||||||||||||||||
Line of Credit Facility, Interest Rate During Period | 12.50% | ||||||||||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 337,600,000 | ||||||||||||||||||
Line of Credit Facility, Maximum Amount Outstanding | 12,000,000 | ||||||||||||||||||
Bridge Loan Facility [Member] | Subsequent Event [Member] | |||||||||||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 20,000,000 | ||||||||||||||||||
Bridge Loan Facility [Member] | Subsequent Event [Member] | GCEH Warrants [Member] | |||||||||||||||||||
Debt instrument, increase, accrued interest | $ 20,000,000 | ||||||||||||||||||
Maximum | Senior secured term loan facility [Member] | Bakersfield Renewable Fuels LLC [Member] | |||||||||||||||||||
Line of Credit Facility, Interest Rate During Period | 2.50% | ||||||||||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 35,000,000 | $ 4,400,000 | |||||||||||||||||
Maximum | Senior secured term loan facility [Member] | Subsequent Event [Member] | |||||||||||||||||||
Line of Credit Facility, Expiration Date | Feb. 23, 2022 | ||||||||||||||||||
Maximum | Tranche B Senior Credit Facility [Member] | Bakersfield Renewable Fuels LLC [Member] | |||||||||||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 313,200,000 | ||||||||||||||||||
Maximum | Bridge Loan Facility [Member] | |||||||||||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 20,000,000 | ||||||||||||||||||
Maximum | Bridge Loan Facility [Member] | Subsequent Event [Member] | |||||||||||||||||||
Line of Credit Facility, Expiration Date | Feb. 23, 2022 | ||||||||||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 8,000,000 | ||||||||||||||||||
Minimum | Senior secured term loan facility [Member] | Subsequent Event [Member] | |||||||||||||||||||
Line of Credit Facility, Expiration Date | Jan. 31, 2022 | ||||||||||||||||||
Minimum | Bridge Loan Facility [Member] | Subsequent Event [Member] | |||||||||||||||||||
Line of Credit Facility, Expiration Date | Jan. 31, 2022 | ||||||||||||||||||
Secured Debt [Member] | Mezzanine Credit Facility [Member] | |||||||||||||||||||
Debt instrument, maturity date | Nov. 30, 2027 | ||||||||||||||||||
Notes Payable Due On Demand [Member] | Prior To Two Thousand And Nineteen [Member] | |||||||||||||||||||
Other notes payable current | $ 1,300,000 | ||||||||||||||||||
Short term debt fixed interest rate percentage | 18.00% | ||||||||||||||||||
Notes Payable For The Financing Of Insurance Premiums [Member] | Bakersfield Refinery [Member] | |||||||||||||||||||
Percentage of annual premiums paid | 35.00% | ||||||||||||||||||
Long term debt fixed stated interest rate percentage | 3.80% | ||||||||||||||||||
Debt instrument number of monthly installments | seventeen | ||||||||||||||||||
Insurance policy premium payable current | $ 500,000 | ||||||||||||||||||
Notes Payable For The Financing Of Insurance Premiums [Member] | Bakersfield Refinery [Member] | New Insurance Policies [Member] | |||||||||||||||||||
Short term debt fixed interest rate percentage | 3.85% | ||||||||||||||||||
Percentage of annual premiums paid | 8.50% | ||||||||||||||||||
Notes Payable For The Financing Of Insurance Premiums [Member] | Maximum | Bakersfield Refinery [Member] | |||||||||||||||||||
Insurance policy period of coverage | Month | 60 | ||||||||||||||||||
Notes Payable For The Financing Of Insurance Premiums [Member] | Minimum | Bakersfield Refinery [Member] | |||||||||||||||||||
Insurance policy period of coverage | Month | 12 | ||||||||||||||||||
Convertible Notes Payable To Third Parties [Member] | |||||||||||||||||||
Issuance of common shares at an agreed price | $ / shares | $ 5.75 | ||||||||||||||||||
Stock issued during period, shares, conversion of convertible securities | shares | 1,586,786 | ||||||||||||||||||
Convertible Notes Payable To Third Parties [Member] | Maximum | |||||||||||||||||||
Long term debt fixed stated interest rate percentage | 10.00% | ||||||||||||||||||
Debt instrument conversion price per share | $ / shares | $ 1.48 | ||||||||||||||||||
Convertible Notes Payable To Third Parties [Member] | Minimum | |||||||||||||||||||
Long term debt fixed stated interest rate percentage | 8.00% | ||||||||||||||||||
Debt instrument conversion price per share | $ / shares | $ 0.30 | ||||||||||||||||||
Common Class B [Member] | |||||||||||||||||||
Payments on debt issuance costs | $ 13,500,000 | ||||||||||||||||||
Common Class B [Member] | Common Stock Subject to Mandatory Redemption [Member] | |||||||||||||||||||
Shares subject to mandatory redemption settlement terms fair value of shares | 21,628,689 | 5,123,000 | $ 0 | ||||||||||||||||
Chief Executive Officer and President | Convertible Notes Payable To Related Party [Member] | |||||||||||||||||||
Accrued salary and bonus | $ 1,000,000 | ||||||||||||||||||
Notes payable to related party current | 1,000,000 | ||||||||||||||||||
Debt instrument, increase, accrued interest | 50,000 | ||||||||||||||||||
Interest payable due to related party current | $ 160,000 | $ 110,000 | |||||||||||||||||
Debt instrument conversion price per share | $ / shares | $ 0.154 | ||||||||||||||||||
Chief Executive Officer and President | Convertible Notes Payable To Third Parties [Member] | Subsequent Event [Member] | |||||||||||||||||||
Long term debt fixed stated interest rate percentage | 5.00% | ||||||||||||||||||
Debt instrument, Extended term | 2 years | ||||||||||||||||||
Debt instrument, Maturity date range, End | Feb. 23, 2024 | ||||||||||||||||||
Debt Instrument, Convertible, Number of equity instruments | shares | 7,616,305 | ||||||||||||||||||
BKRF HCB LLC [Member] | Common Class B [Member] | Senior Lender [Member] | |||||||||||||||||||
Debt conversion, converted instrument, shares issued | shares | 337,600,000 | ||||||||||||||||||
Shares subject to mandatory redemption settlement terms fair value of shares | $ 21,600,000 | ||||||||||||||||||
BKRF HCB LLC [Member] | Common Class B [Member] | Senior Lender [Member] | Common Stock Subject to Mandatory Redemption [Member] | |||||||||||||||||||
Shares subject to mandatory redemption settlement terms number of shares issued or issuable | shares | 186,100,000 | 151,500,000 | |||||||||||||||||
Percentage of available cash after payment of principal interest and operating expenses eligible for distribution | 0.25 | ||||||||||||||||||
Aggregate cumulative amount payable maximum | $ 675,200,000 | ||||||||||||||||||
Chief Executive Officer [Member] | Convertible Notes Payable To Related Party [Member] | |||||||||||||||||||
Related party transaction rate of interest | 5.00% | ||||||||||||||||||
Long term debt date of maturity | Oct. 15, 2020 |
STOCKHOLDERS' EQUITY (Details)
STOCKHOLDERS' EQUITY (Details) - USD ($) | Dec. 29, 2021 | Nov. 17, 2021 | Aug. 16, 2021 | Jun. 01, 2021 | Apr. 15, 2021 | Mar. 26, 2021 | Nov. 06, 2007 | Dec. 31, 2021 | Jun. 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 | |||||||||
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 | |||||||
Number of shares issued during the period | 67,314 | 71,850 | ||||||||
Stock Issued During Period, Value, Employee Stock Purchase Plan | $ 0.3 | $ 400,000 | ||||||||
Promissory Note [Member] | ||||||||||
Debt conversion, converted instrument, shares issued | 1,586,786 | |||||||||
Debt instrument, increase, accrued interest | $ 476,036 | |||||||||
Agribody Technologies, Inc [Member] | ||||||||||
Stock Issued During Period, Value, Acquisitions | $ 5,000,000 | |||||||||
Stock Issued During Period, Shares, Acquisitions | 830,526 | |||||||||
Entira [Member] | ||||||||||
Stock Issued During Period, Value, Acquisitions | $ 2,500,000 | |||||||||
Stock Issued During Period, Shares, Acquisitions | 407,150 | |||||||||
Camelina Company Espana SL | ||||||||||
Stock Issued During Period, Value, Acquisitions | $ 6.7 | $ 6,712,462 | ||||||||
Stock Issued During Period, Shares, Acquisitions | 1,353,951 | 1,353,951 | ||||||||
Director [Member] | ||||||||||
Stock issued during period exercise of options shares | 50,000 | |||||||||
Employees [Member] | ||||||||||
Stock issued during period exercise of options shares | 62,432 | |||||||||
Stock Options [Member] | ||||||||||
Stock issued during period exercise of options shares | 112,432 | |||||||||
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] - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2021 | Dec. 31, 2020 |
Options, Outstanding, Beginning Balance | 19,230,214 | 19,902,732 | |||
Options, Granted | 543,240 | 1,554,500 | |||
Options, Exercised | (112,432) | (1,447,018) | |||
Options, Forfeited | (109,878) | (600,000) | |||
Options, Expired | (3,624) | (180,000) | |||
Options, Outstanding, Ending Balance | 19,547,520 | 19,230,214 | 19,902,732 | 19,547,520 | 19,230,214 |
Options Exercisable | 18,743,542 | 17,913,083 | 18,743,542 | 17,913,083 | |
Options, Outstanding, Weighted Average Exercise Price, Beginning Balance | $ 0.16 | $ 0.16 | |||
Options, Granted, Weighted Average Exercise Price | 5.58 | 0.75 | |||
Options, Exercise, Weighted Average Exercise Price | 0.04 | 0.06 | |||
Options, Forfeited, Weighted Average Exercise Price | 5.63 | 0.75 | |||
Options, Expired, Weighted Average Exercise Price | 4.76 | 0.10 | |||
Options, Outstanding, Weighted Average Exercise Price, Ending Balance | $ 0.36 | $ 0.16 | $ 0.16 | 0.36 | 0.16 |
Options Exercisable, Exercise Price | $ 0.25 | $ 0.16 | $ 0.25 | $ 0.16 | |
Options, Outstanding, Weighted Average Remaining Contractual Term | 2 years 1 month 9 days | 2 years 9 months 21 days | 3 years 7 months 6 days | ||
Options, Vested and Exercisable, Weighted Average Remaining Contractual Life | 2 years 14 days | 2 years 10 months 24 days | |||
Options, Outstanding, Intrinsic Value, Beginning Balance | $ 30,044,649 | $ 14,360,463 | |||
Options, Outstanding, Intrinsic Value, Exercised | 616,314 | ||||
Options, Outstanding, Intrinsic Value, Ending Balance | $ 87,636,744 | $ 30,044,649 | $ 14,360,463 | 87,636,744 | 30,044,649 |
Options Exercisable, Intrinsic Value | $ 85,801,930 | $ 28,160,815 | $ 85,801,930 | $ 28,160,815 |
STOCK OPTIONS AND WARRANTS (D_2
STOCK OPTIONS AND WARRANTS (Details 2) - USD ($) | May 07, 2020 | Dec. 31, 2021 |
Volatility | 116.00% | 85.766% |
Risk free Rate | 0.14% | 0.511% |
Dividend Yield | 0.00% | |
Aggregate Grant Date Fair value | $ 1,758,816 | |
Minimum | ||
Expected Term (in Years) | 3 years 3 months 10 days |
STOCK OPTIONS AND WARRANTS (D_3
STOCK OPTIONS AND WARRANTS (Details Narrative) - USD ($) | Dec. 31, 2021 | Apr. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Apr. 30, 2020 |
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 19,840 | 19,840 | |||
Class of warrant or right, exercise price of warrants or rights | $ 6.25 | $ 6.25 | |||
Proceeds from warrant exercises | $ 124,000 | ||||
Shares Issued, Value, Share-based Payment Arrangement, after Forfeiture | 12,005 | $ 90,796 | |||
Employee Stock Option [Member] | |||||
Share based payment arrangement, Nonvested award, Option, Cost not yet recognized, Amount | $ 436,000 | $ 436,000 | |||
Share based payment arrangement, Nonvested award, Cost not yet recognized, Period for recognition | 3 years 3 months 18 days | ||||
Employee Stock Option [Member] | consultant [Member] | |||||
Shares Issued, Shares, Share-based Payment Arrangement, after Forfeiture | 500,000 | ||||
Employee Stock Option [Member] | Executive Officer [Member] | |||||
Shares Issued, Shares, Share-based Payment Arrangement, after Forfeiture | 1,175,714 | ||||
Employee Stock Option [Member] | Director [Member] | |||||
Shares Issued, Shares, Share-based Payment Arrangement, after Forfeiture | 200,000 | ||||
Employee Stock Option [Member] | GCEHs executive officers [Member] | |||||
Shares Issued, Value, Share-based Payment Arrangement, after Forfeiture | $ 16,000,000 | ||||
Employee Stock Option [Member] | General and Administrative Expense [Member] | |||||
Share based payment arrangement, Expense | $ 692,000 | 326,000 | |||
Investors [Member] | |||||
Class of Warrants Issued During The Period Value | $ 3,100,000 | ||||
Warrants term | 5 years | ||||
Non Transferable Warrant Issued for Interest in Susoils [Member] | |||||
Value of warrants issued | $ 20,000,000 | ||||
Percentage of interest acquired | 8.00% | ||||
Class of warrants and rights oustanding | Jun. 1, 2021 | ||||
Two Thousand and Twenty Plan Equity Incentive Plan [Member] | |||||
Common stock were reserved for issuance | 390,178 | 390,178 | 2,000,000 | ||
Award Term | 10 years | ||||
Stock options granted | 543,240 | ||||
Options outstanding | 1,571,806 | 1,571,806 | |||
Two Thousand and Twenty Plan Equity Incentive Plan [Member] | Share-based Payment Arrangement, Employee [Member] | |||||
Stock options granted | 483,240 | ||||
Two Thousand and Twenty Plan Equity Incentive Plan [Member] | Share-based Payment Arrangement, Nonemployee [Member] | |||||
Stock options granted | 60,000 | ||||
The Non Plan [Member] | |||||
Options outstanding | 17,975,714 | 17,975,714 | |||
Two Thousand And Ten Equity Incentive Plan [Member] | |||||
Options outstanding | 100,000 | 100,000 | |||
Twenty Ten stock plan [Member] | |||||
Common stock were reserved for issuance | 2,000,000 | ||||
Award Term | 10 years |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Current: | ||
Federal | $ 0 | $ (4,778,000) |
State | 0 | (2,206,000) |
Foreign | 0 | 0 |
Total | 0 | (6,984,000) |
Deferred: | ||
Federal | (841,000) | 2,246,000 |
State | (280,000) | 1,037,000 |
Foreign | 0 | 0 |
Change in valuation allowance | 0 | 3,701,000 |
Total | (1,121,000) | $ 6,984,000 |
Income tax benefit | $ (1,121,000) |
INCOME TAXES (Details 2)
INCOME TAXES (Details 2) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Disclosure Income Taxes Details 2 [Abstract] | ||
Federal statutory rate | 21.00% | 21.00% |
State, net of federal tax benefit | 7.00% | 7.00% |
Change in valuation allowance: | (26.00%) | (28.00%) |
Effective tax rate | 2.00% | 0.00% |
INCOME TAXES (Details 3)
INCOME TAXES (Details 3) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Disclosure Income Taxes Details 3 [Abstract] | ||
Net operating losses | $ 20,103,000 | $ 15,513,000 |
Share based compensation | 598,000 | 361,000 |
Accrued vacation | 111,000 | 0 |
Accrued payroll | 616,000 | 1,238,000 |
Accrued interest | 519,000 | 586,000 |
Lease liabilities | 420,000 | |
Fair value of Warrant Commitment Liability | 898,000 | 0 |
Fair value - Class B Units | 2,268,000 | 566,000 |
Total deferred assets | 25,533,000 | 18,264,000 |
Less valuation allowance for deferred tax assets | (23,651,000) | (18,264,000) |
Net deferred tax asset | 1,882,000 | |
Property, plant and equipment | (328,000) | 0 |
Intangibles | (2,759,000) | $ 0 |
Lease assets | (419,000) | |
Total deferred tax liabilities | (3,506,000) | |
Net deferred tax liability | $ (1,624,000) |
INCOME TAXES (Details 4)
INCOME TAXES (Details 4) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Disclosure Income Taxes Details 4 [Abstract] | ||
Net operating losses | $ 71,847,000 | $ 46,109,000 |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Line Items] | ||
Effective Income Tax Rate Reconciliation, Change in Deferred Tax Assets Valuation Allowance, Percent | (26.00%) | (28.00%) |
Net operating losses | $ 71,847,000 | $ 46,109,000 |
Domestic Tax Authority [Member] | ||
Income Tax Disclosure [Line Items] | ||
Income Tax Examination, Description | The Company is no longer subject to U.S. federal tax examinations for tax years before and including December 31, 2017 | |
State and Local Jurisdiction [Member] | ||
Income Tax Disclosure [Line Items] | ||
Effective Income Tax Rate Reconciliation, Change in Deferred Tax Assets Valuation Allowance, Percent | 100.00% | |
Income Tax Examination, Description | The Company is no longer subject to examination by state tax authorities for tax years before and including December 31, 2016. |
ACQUISITIONS (Details)
ACQUISITIONS (Details) € in Millions | Dec. 20, 2021USD ($) | Nov. 17, 2021USD ($) | Apr. 15, 2021USD ($) | Dec. 31, 2021USD ($) | Dec. 31, 2021EUR (€) | Nov. 30, 2021USD ($) | Apr. 30, 2021USD ($) | Dec. 31, 2021USD ($) |
Assets | ||||||||
Cash and cash equivalents | $ 417,043 | $ 417,043 | ||||||
Accounts receivable | 1,094,894 | 1,094,894 | ||||||
Prepaid expense and other current assets | 1,094,894 | 1,094,894 | ||||||
Property, plant, and equipment | 817,064 | 817,064 | ||||||
Goodwill | 8,777,440 | 8,777,440 | ||||||
Liabilities | ||||||||
Accounts payable and accrued liabilities | (2,332,224) | (2,332,224) | ||||||
Long term liabilities | (619,293) | (619,293) | ||||||
Deferred tax liabilities | (2,744,814) | (2,744,814) | ||||||
Total fair value of net assets acquired | 15,724,504 | 15,724,504 | ||||||
Less: Cash acquired | (417,043) | |||||||
Total fair value of consideration transferred, net of cash acquired | 15,307,461 | |||||||
Entira, Inc | ||||||||
Assets | ||||||||
Cash and cash equivalents | $ 2,100 | |||||||
Property, plant, and equipment | 33,000 | |||||||
Goodwill | 2,858,930 | |||||||
Liabilities | ||||||||
Accounts payable and accrued liabilities | (300,000) | |||||||
Deferred tax liabilities | (130,723) | |||||||
Total fair value of net assets acquired | 2,463,307 | |||||||
Less: Cash acquired | (2,100) | |||||||
Total fair value of consideration transferred, net of cash acquired | $ 2,461,207 | $ 2,500,000 | ||||||
Camelina Company Espana SL | ||||||||
Assets | ||||||||
Cash and cash equivalents | $ 151,188 | |||||||
Accounts receivable | 1,094,894 | |||||||
Prepaid expense and other current assets | 1,094,894 | |||||||
Property, plant, and equipment | 598,619 | |||||||
Goodwill | 3,572,941 | 8,800,000 | 8,800,000 | |||||
Liabilities | ||||||||
Accounts payable and accrued liabilities | (1,687,947) | |||||||
Long term liabilities | (619,293) | |||||||
Deferred tax liabilities | (1,623,599) | |||||||
Total fair value of net assets acquired | 8,261,197 | |||||||
Less: Cash acquired | (151,188) | |||||||
Total fair value of consideration transferred, net of cash acquired | 8,110,009 | 8,300,000 | € 7.3 | |||||
Agribody Technologies, Inc. | ||||||||
Assets | ||||||||
Cash and cash equivalents | $ 263,755 | |||||||
Property, plant, and equipment | 185,445 | |||||||
Goodwill | 2,345,569 | |||||||
Liabilities | ||||||||
Accounts payable and accrued liabilities | (344,277) | |||||||
Deferred tax liabilities | (990,492) | |||||||
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 | $ 5,000,000 | ||||||
Patents | ||||||||
Assets | ||||||||
Assets acquired | 3,450,000 | 3,450,000 | ||||||
Patents | Agribody Technologies, Inc. | ||||||||
Assets | ||||||||
Assets acquired | 3,450,000 | |||||||
Developed seed variant technology | ||||||||
Assets | ||||||||
Assets acquired | 5,679,500 | 5,679,500 | ||||||
Developed seed variant technology | Camelina Company Espana SL | ||||||||
Assets | ||||||||
Assets acquired | $ 5,679,500 | |||||||
Trade name | ||||||||
Assets | ||||||||
Assets acquired | $ 90,000 | $ 90,000 | ||||||
Trade name | Agribody Technologies, Inc. | ||||||||
Assets | ||||||||
Assets acquired | $ 90,000 |
ACQUISITIONS (Details Narrative
ACQUISITIONS (Details Narrative) $ / shares in Units, € in Millions | Dec. 20, 2021USD ($) | Nov. 17, 2021USD ($) | Apr. 15, 2021USD ($) | Dec. 31, 2021USD ($)$ / sharesshares | Dec. 31, 2021EUR (€)shares | Nov. 30, 2021USD ($)$ / sharesshares | Apr. 30, 2021USD ($)$ / sharesshares | Dec. 31, 2021USD ($)$ / shares | Dec. 31, 2020USD ($) |
Business Acquisition [Line Items] | |||||||||
Business combination, consideration transferred | $ 15,307,461 | ||||||||
Payments to acquire businesses | 40,000,000 | $ 36,500,000 | |||||||
Goodwill | $ 8,777,440 | 8,777,440 | |||||||
Agribody Technologies, Inc. | |||||||||
Business Acquisition [Line Items] | |||||||||
Business acquisition, percentage of voting interests acquired | 100.00% | ||||||||
Business combination, consideration transferred | $ 4,736,245 | $ 5,000,000 | |||||||
Number of shares of equity interests issued | shares | 830,526 | ||||||||
Business Acquisition, Share Price | $ / shares | $ 6.02 | ||||||||
Goodwill | $ 2,345,569 | ||||||||
Entira, Inc | |||||||||
Business Acquisition [Line Items] | |||||||||
Business combination, consideration transferred | $ 2,461,207 | $ 2,500,000 | |||||||
Number of shares of equity interests issued | shares | 407,150 | ||||||||
Business Acquisition, Share Price | $ / shares | $ 6.05 | ||||||||
Goodwill | $ 2,858,930 | ||||||||
Entira, Inc | Unregistered shares | |||||||||
Business Acquisition [Line Items] | |||||||||
Number of shares of equity interests issued | shares | 71,850 | ||||||||
Camelina Company Espana SL | |||||||||
Business Acquisition [Line Items] | |||||||||
Business combination, consideration transferred | $ 8,110,009 | $ 8,300,000 | € 7.3 | ||||||
Number of shares of equity interests issued | shares | 1,353,951 | 1,353,951 | |||||||
Payments to acquire businesses | $ 800,000 | € 0.7 | |||||||
Business combination, consideration transferred, liabilities incurred | 800,000 | 0.7 | |||||||
Business combination, consideration transferred, equity interests issued and issuable | 6,700,000 | € 5.9 | |||||||
Goodwill | $ 3,572,941 | $ 8,800,000 | $ 8,800,000 | ||||||
Camelina Company Espana SL | Unregistered shares | |||||||||
Business Acquisition [Line Items] | |||||||||
Number of shares of equity interests issued | shares | 67,314 | 67,314 | |||||||
Camelina Company Espana SL | Unsecured interest-free promissory notes [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Business Acquisition, Share Price | $ / shares | $ 4.957 | $ 4.957 |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES (Details Narrative) | Jun. 07, 2021USD ($) | May 12, 2021USD ($) | Dec. 04, 2020USD ($) | May 07, 2020USD ($) | May 07, 2020USD ($) | Jun. 01, 2019USD ($) | Dec. 31, 2020USD ($) | Aug. 31, 2020USD ($) | Dec. 31, 2021USD ($)Number | Dec. 31, 2020USD ($) | Sep. 24, 2021USD ($) | Jun. 30, 2021USD ($) | May 17, 2021USD ($) | Apr. 20, 2021 | Apr. 30, 2020USD ($) |
Cumulative billing on the EPC contract | $ 63,200,000 | ||||||||||||||
Number of major subcontracts | Number | 2 | ||||||||||||||
Maximum price is subject to adjustment for certain change orders | $ 178,000,000 | ||||||||||||||
Accrued environmental loss contingencies, total | $ 21,300,000 | 20,800,000 | $ 21,300,000 | ||||||||||||
Accrued environmental loss contingencies, Current | 883,000 | 1,339,550 | 883,000 | ||||||||||||
Business combination, consideration transferred | 15,307,461 | ||||||||||||||
Payments to acquire businesses | $ 40,000,000 | 36,500,000 | |||||||||||||
Business combination, recognized identifiable assets acquired and liabilities assumed, liabilities | $ 43,900,000 | $ 43,900,000 | |||||||||||||
Litigation settlement, amount awarded to other party | $ 6,700,000 | ||||||||||||||
Loss contingency accrual | $ 0 | 0 | |||||||||||||
Number of major subcontractors | Number | 2 | ||||||||||||||
Lessee, operating lease, liability | $ 486,727 | ||||||||||||||
BKRF OCB, LLC [Member] | |||||||||||||||
Lessee, operating lease, term of contract | 3 years | ||||||||||||||
Breach Of Consulting Agreement [Member] | Wood Warren Co Securities, LLC [Member] | |||||||||||||||
Loss contingency, allegations | alleging that GCEH Acquisitions breached a consulting agreement with it | ||||||||||||||
Loss contingency, damages sought, value | $ 1,200,000 | ||||||||||||||
Breach Of Promissory Note [Member] | |||||||||||||||
Loss contingency accrual | $ 0 | ||||||||||||||
Loss contingency, settlement agreement, date | June 7, 2021 | ||||||||||||||
Loss contingency, settlement agreement, terms | fully resolve Roll’s claims | ||||||||||||||
Breach Of Promissory Note [Member] | Roll Energy Investments LLC [Member] | |||||||||||||||
Litigation settlement, amount awarded to other party | $ 500,000 | ||||||||||||||
Loss contingency, lawsuit filing date | December, 2020 | ||||||||||||||
Loss contingency, allegations | Roll alleged that the Company breached a promissory note in the principal sum of $0.3 million | ||||||||||||||
Loss contingency, damages sought, value | $ 400,000 | ||||||||||||||
Loss contingency breached amount | $ 300,000 | $ 300,000 | |||||||||||||
Zephir Electric Railcar Movers [Member] | |||||||||||||||
Operating lease, monthly payment | $ 13,551 | ||||||||||||||
Operating lease, monthly payment, interest rate | 0.53% | ||||||||||||||
North American Headquarters New State Of The Art Facility Located In Great Falls Montana [Member] | |||||||||||||||
Lessee, operating lease, term of contract | 5 years | ||||||||||||||
Operating lease, expected monthly payment | $ 18,531 | ||||||||||||||
Lessee, operating lease, liability | 186,000 | ||||||||||||||
Lessor operating lease lessee option to purchase asset net of lease rental and annual payments | $ 4,500,000 | ||||||||||||||
Bakersfield Renewable Fuels LLC [Member] | |||||||||||||||
Business combination, consideration transferred | 89,400,000 | 89,400,000 | $ 89,400,000 | ||||||||||||
Payments to acquire businesses | 40,000,000 | ||||||||||||||
Business combination, recognized identifiable assets acquired and liabilities assumed, liabilities | $ 43,900,000 | $ 43,900,000 | |||||||||||||
Maximum [Member] | |||||||||||||||
Environmental remediation obligations, period basis for assessments | 30 years | ||||||||||||||
Lessee, operating lease, term of contract | 12 months | ||||||||||||||
Minimum [Member] | |||||||||||||||
Environmental remediation obligations, period basis for assessments | 20 years | ||||||||||||||
Engineering Procurement And Construction Agreement [Member] | BKRF OCB, LLC [Member] | |||||||||||||||
Contractual obligation | $ 151,000,000 | $ 201,400,000 |
COMMITMENTS AND CONTINGENCIES_3
COMMITMENTS AND CONTINGENCIES (Details1) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Assets and Liabilities, Lessee [Abstract] | ||
Operating lease assets | $ 481,027 | $ 51,611 |
Finance lease assets | 3,433,005 | 0 |
Total lease assets | 3,914,032 | 51,611 |
Current portion of operating lease obligations | 198,440 | 52,653 |
Notes payable including current portion of long-term debt | 714,659 | 0 |
Operating lease obligations, net of current portion | 283,197 | 0 |
Long-term debt, net | 2,831,284 | 0 |
Total lease liabilities | $ 4,027,580 | $ 52,653 |
COMMITMENTS AND CONTINGENCIES_4
COMMITMENTS AND CONTINGENCIES (Details2) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Lease, Cost [Abstract] | ||
Operating lease cost | $ 94,265 | $ 32,557 |
Amortization of leased assets | 134,128 | 0 |
Interest on lease liabilities | 15,872 | 0 |
Total lease costs | $ 244,265 | $ 32,557 |
Operating leases, Weighted average remaining lease term (in years) | 2 days 4 hours | 1 day 16 hours |
Financing leases, Weighted average remaining lease term (in years) | 4 years 9 months 18 days | |
Operating leases, Weighted average discount rate | 1.00% | 6.63% |
Financing leases, Weighted average discount rate | 4.25% | 0.00% |
COMMITMENTS AND CONTINGENCIES_5
COMMITMENTS AND CONTINGENCIES (Details3) | Dec. 31, 2021USD ($) |
Lessee, Operating Lease, Liability, Payment, Due [Abstract] | |
2022 | $ 202,149 |
2023 | 162,616 |
2024 | 121,962 |
2025 | 0 |
2026 | 0 |
Thereafter | 0 |
Total lease payments: | 486,727 |
Less: present value discount | (5,090) |
Total lease liabilities | 481,637 |
Finance Lease, Liability, Payment, Due [Abstract] | |
2022 | 223,484 |
2023 | 230,188 |
2024 | 237,094 |
2025 | 244,207 |
2026 | 3,527,965 |
Thereafter | 0 |
Total lease payments: | 4,462,938 |
Less: present value discount | (916,995) |
Total lease liabilities | $ 3,545,943 |