Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2022 | Nov. 14, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q3 | |
Current Fiscal Year End Date | --12-31 | |
Entity Registrant Name | GLOBAL CLEAN ENERGY HOLDINGS, INC. | |
Entity Central Index Key | 0000748790 | |
Entity File Number | 000-12627 | |
Entity Tax Identification Number | 87-0407858 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 2790 Skypark Drive | |
Entity Address, Address Line Two | Suite 105 | |
Entity Address, City or Town | Torrance | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 90505 | |
City Area Code | 310 | |
Local Phone Number | 641-4234 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 42,327,827 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 6,816,096 | $ 2,957,296 |
Accounts receivable, net | 1,073,383 | 1,374,500 |
Restricted cash | 12,640 | 7,972,914 |
Inventories, net | 6,336,255 | 3,596,296 |
Prepaid expenses and other current assets | 1,460,052 | 2,870,074 |
Total Current Assets | 15,698,426 | 18,771,080 |
Restricted cash, net of current portion | 13,857 | 12,491,684 |
Debt issuance costs, net | 3,972,568 | |
Operating lease right-of-use-assets | 5,674,378 | 481,027 |
Intangible assets, net | 11,795,905 | 12,771,996 |
Goodwill | 10,070,775 | 8,777,440 |
Long term deposits | 611,970 | 628,689 |
Contract asset - related party | 15,618,495 | |
Property, plant and equipment, net | 607,830,457 | 353,852,931 |
Advances to contractors | 10,021,908 | |
TOTAL ASSETS | 667,314,263 | 421,769,323 |
CURRENT LIABILITIES | ||
Accounts payable | 7,333,571 | 4,563,304 |
Accrued liabilities | 140,247,070 | 40,269,003 |
Warrant Commitment Liability, at fair value | 19,215,140 | |
Current portion of operating lease obligations | 1,655,199 | 198,440 |
Notes payable including current portion of long-term debt, net | 24,240,347 | 35,223,402 |
Convertible notes payable | 1,000,000 | 1,000,000 |
Total Current Liabilities | 174,476,187 | 100,469,289 |
LONG-TERM LIABILITIES | ||
Operating lease obligations, net of current portion | 3,584,849 | 283,197 |
Mandatorily redeemable equity instruments of subsidiary (Class B Units) | 14,859,000 | 21,628,689 |
Long-term debt, net | 150,000 | 3,450,576 |
Senior credit facility, net | 356,316,562 | 317,780,666 |
Asset retirement obligations, net of current portion | 16,211,814 | 17,661,429 |
Environmental liabilities, net of current portion | 16,223,397 | 19,488,571 |
Deferred tax liabilities | 1,546,791 | 1,623,599 |
TOTAL LIABILITIES | 583,368,600 | 482,386,016 |
Series C 15.00% preferred stock - 50,000,000 shares authorized; 145,000 and 0 shares issued and outstanding at September 30, 2022 and December 31, 2021 respectively | 85,371,009 | |
STOCKHOLDERS' EQUITY | ||
Common stock, $0.01 par value; 500,000,000 shares authorized; 42,323,933 and 42,013,433 shares issued and outstanding, at September 30,2022 and December 31, 2021 respectively | 423,239 | 420,134 |
Additional paid-in capital | 130,067,339 | 51,142,220 |
Accumulated other comprehensive loss | 169,817 | |
Accumulated deficit | (152,521,761) | (117,647,947) |
Total stockholders' deficit attributable to Global Clean Energy Holdings, Inc. | (21,861,366) | (66,085,593) |
Non-controlling interests | 20,436,020 | 5,468,900 |
Total Stockholders' Equity | (1,425,346) | (60,616,693) |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 667,314,263 | $ 421,769,323 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 |
Common Stock, par or stated value | $ 0.01 | $ 0.01 |
Common Stock, shares authorized | 500,000,000 | 500,000,000 |
Common Stock, shares issued | 42,323,933 | 42,013,433 |
Common Stock, shares outstanding | 42,323,933 | 42,013,433 |
Series C 15.00% preferred stock | ||
Temporary Equity, shares authorized | 50,000,000 | 50,000,000 |
Temporary Equity, shares issued | 145,000 | 0 |
Temporary Equity, shares outstanding | 145,000 | 0 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Revenue | ||||
Revenue | $ 924,993 | $ (8,307) | $ 2,116,871 | $ 188,409 |
Cost of goods sold | 671,373 | 1,049 | 1,463,786 | 137,515 |
Gross Profit (Loss) | 253,620 | (9,356) | 653,085 | 50,894 |
Operating Expenses | ||||
General and administrative expense | 8,306,115 | 4,591,157 | 29,929,458 | 15,589,118 |
Facilities expense | 3,898,433 | 3,180,394 | 11,130,877 | 9,732,562 |
Depreciation expense | 225,335 | 34,825 | 1,018,867 | 88,541 |
Amortization expense | 338,373 | 298,806 | 1,014,466 | 603,886 |
Total Operating Expenses | 12,768,256 | 8,105,182 | 43,093,668 | 26,014,107 |
OPERATING LOSS | (12,514,636) | (8,114,538) | (42,440,583) | (25,963,213) |
OTHER INCOME (EXPENSE) | ||||
Interest expense, net | (765,232) | (732,232) | (2,938,762) | (2,157,487) |
Loss on extinguishment of debt | 0 | 0 | (3,972,568) | 0 |
Other (expense) income | 1,266,789 | 15,393 | 80,761 | 83,759 |
Change in fair value of Class B Units | (3,295,086) | (2,849,573) | 9,812,689 | (5,943,485) |
Change in fair value of Warrant Commitment Liability | 4,515,307 | |||
Loss before income taxes | (15,308,165) | (11,680,950) | (34,943,156) | (33,980,426) |
Income tax (expense) benefit | (6,270) | 69,342 | ||
NET LOSS | $ (15,314,435) | $ (11,680,950) | $ (34,873,814) | $ (33,980,426) |
BASIC NET LOSS PER COMMON SHARE | $ (0.36) | $ (0.29) | $ (0.83) | $ (0.89) |
DILUTED NET LOSS PER COMMON SHARE | $ (0.36) | $ (0.29) | $ (0.83) | $ (0.89) |
BASIC WEIGHTED AVERAGE SHARES OUTSTANDING | 42,323,933 | 40,062,329 | 42,267,543 | 38,273,694 |
DILUTED WEIGHTED-AVERAGE SHARES OUTSTANDING | 42,323,933 | 40,062,329 | 42,267,543 | 38,273,694 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Statement of Comprehensive Income [Abstract] | ||||
Net loss | $ (15,314,435) | $ (11,680,950) | $ (34,873,814) | $ (33,980,426) |
Other comprehensive loss: | ||||
Foreign currency translation adjustments | 155,526 | 169,817 | ||
Comprehensive loss | $ (15,158,909) | $ (11,680,950) | $ (34,703,997) | $ (33,980,426) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT - USD ($) | Total | Preferred Stock | Common Stock | Additional Paid-In Capital | Accumulated other comprehensive Income (loss) | Accumulated Deficit | Non - controlling Interests |
Beginning Balance at Dec. 31, 2020 | $ (28,734,073) | $ 13 | $ 358,499 | $ 31,670,954 | $ (66,232,439) | $ 5,468,900 | |
Share-based compensation from issuance of options and compensation-based warrants | 102,000 | 102,000 | |||||
Shares issued upon reverse split to avoid fractional shares | 19 | (19) | |||||
Conversion of note payable to shares | 476,036 | 15,868 | 460,168 | ||||
Net loss | (8,221,174) | (8,221,174) | |||||
Ending Balance at Mar. 31, 2021 | (36,377,211) | 13 | 374,386 | 32,233,103 | (74,453,613) | 5,468,900 | |
Beginning Balance at Dec. 31, 2020 | (28,734,073) | 13 | 358,499 | 31,670,954 | (66,232,439) | 5,468,900 | |
Net loss | (33,980,426) | ||||||
Ending Balance at Sep. 30, 2021 | (53,368,415) | 400,630 | 40,974,920 | (100,212,865) | 5,468,900 | ||
Beginning Balance at Mar. 31, 2021 | (36,377,211) | 13 | 374,386 | 32,233,103 | (74,453,613) | 5,468,900 | |
Share-based compensation from issuance of options and compensation-based warrants | 154,244 | 154,244 | |||||
Exercise of stock options | 9,344 | 610 | 8,734 | ||||
Purchase of Agribody Technologies, Inc | 5,000,000 | 8,305 | 4,991,695 | ||||
Conversion of Series B Preferred to Common | $ (13) | 11,818 | (11,805) | ||||
Conversion of convertible notes | 308,889 | 537 | 308,352 | ||||
Issuance of common stock for cash | 3,100,000 | 4,960 | 3,095,040 | ||||
Net loss | (14,078,302) | (14,078,302) | |||||
Ending Balance at Jun. 30, 2021 | (41,883,036) | 400,616 | 40,779,363 | (88,531,915) | 5,468,900 | ||
Share-based compensation from issuance of options and compensation-based warrants | 194,076 | 194,076 | |||||
Exercise of stock options | 1,495 | 14 | 1,481 | ||||
Net loss | (11,680,950) | (11,680,950) | |||||
Ending Balance at Sep. 30, 2021 | (53,368,415) | 400,630 | 40,974,920 | (100,212,865) | 5,468,900 | ||
Beginning Balance at Dec. 31, 2021 | (60,616,693) | 420,134 | 51,142,220 | (117,647,947) | 5,468,900 | ||
Share-based compensation from issuance of options and compensation-based warrants | 312,166 | 312,166 | |||||
Exercise of stock options | 77,900 | 2,105 | 75,795 | ||||
Issuance of warrants | 68,394,561 | 68,394,561 | |||||
Issuance of warrants in subsidiary | 4,552,911 | 4,552,911 | |||||
Deemed contribution in connection with issuance of preferred stock to Senior Lenders | 9,942,069 | 9,942,069 | |||||
Accretion of 15.00% Series C preferred shares | (2,664,462) | (2,664,462) | |||||
Foreign currency translation adjustment | (2,327) | $ (2,327) | |||||
Net loss | (17,158,596) | (17,158,596) | |||||
Ending Balance at Mar. 31, 2022 | 2,837,529 | 422,239 | 127,202,349 | (2,327) | (134,806,543) | 10,021,811 | |
Beginning Balance at Dec. 31, 2021 | (60,616,693) | 420,134 | 51,142,220 | (117,647,947) | 5,468,900 | ||
Net loss | (34,873,814) | ||||||
Ending Balance at Sep. 30, 2022 | (1,425,346) | 423,239 | 130,067,339 | 169,817 | (152,521,761) | 20,436,020 | |
Beginning Balance at Mar. 31, 2022 | 2,837,529 | 422,239 | 127,202,349 | (2,327) | (134,806,543) | 10,021,811 | |
Share-based compensation from issuance of options and compensation-based warrants | 495,984 | 495,984 | |||||
Exercise of stock options | 48,350 | 1,000 | 47,350 | ||||
Accretion of 15.00% Series C preferred shares | (6,808,574) | (6,808,574) | |||||
Foreign currency translation adjustment | 16,618 | 16,618 | |||||
Net loss | (2,400,783) | (2,400,783) | |||||
Ending Balance at Jun. 30, 2022 | (5,810,876) | 423,239 | 120,937,109 | 14,291 | (137,207,326) | 10,021,811 | |
Share-based compensation from issuance of options and compensation-based warrants | 737,141 | 737,141 | |||||
Issuance of warrants | 14,309,472 | 14,309,472 | |||||
Revaluation of warrants | 1,626,918 | 1,626,918 | |||||
Revaluation of warrants in subsidiary | 10,414,209 | 10,414,209 | |||||
Accretion of 15.00% Series C preferred shares | (7,543,301) | (7,543,301) | |||||
Foreign currency translation adjustment | 155,526 | 155,526 | |||||
Net loss | (15,314,435) | (15,314,435) | |||||
Ending Balance at Sep. 30, 2022 | $ (1,425,346) | $ 423,239 | $ 130,067,339 | $ 169,817 | $ (152,521,761) | $ 20,436,020 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Operating Activities | |||||||
Net Loss | $ (15,314,435) | $ (17,158,596) | $ (11,680,950) | $ (8,221,174) | $ (34,873,814) | $ (33,980,426) | |
Adjustments to reconcile net loss to net cash used in operating activities: | |||||||
Share-based compensation | 1,545,291 | 450,320 | |||||
Loss on lower of cost or net realizable value adjustment on inventories | 318,874 | ||||||
Depreciation and amortization | 2,033,333 | 692,427 | |||||
Accretion of asset retirement obligations | 687,135 | 735,000 | $ 978,009 | ||||
Change in fair value of Class B units | 3,295,086 | 2,849,573 | (9,812,689) | 5,943,485 | |||
Change in fair value of Warrant Commitment Liability | (4,515,307) | ||||||
Gain on loan forgiveness | 600,560 | ||||||
Amortization of debt discount | 2,119,765 | 1,860,141 | |||||
Loss on extinguishment of debt | 3,972,568 | ||||||
Changes in operating assets and liabilities, net of effect of business acquisitions: | |||||||
Accounts receivable | (379,223) | 143,823 | |||||
Inventories | (1,638,942) | (1,631,051) | |||||
Prepaid expenses and other current assets | (9,869) | 2,053,668 | |||||
Long-term deposits | 16,719 | 793 | |||||
Accounts payable | 1,009,406 | 1,002,457 | |||||
Accrued liabilities | 576,533 | 3,415,058 | |||||
Asset retirement obligations | (262,494) | (2,724,659) | |||||
Environmental liabilities | (357,964) | (1,726,950) | |||||
Operating lease obligations | (547,878) | (670) | |||||
Net Cash Used in Operating Activities | (39,517,996) | (23,766,584) | |||||
Investing Activities: | |||||||
Cash received as part of acquisition of Agribody Technologies, Inc. | 263,755 | ||||||
Cash paid for intangible assets | (38,375) | (186,982) | |||||
Cash paid for property, plant, and equipment | (130,085,546) | (106,240,316) | |||||
Net Cash Used in Investing Activities | (130,123,921) | (106,163,543) | |||||
Financing Activities: | |||||||
Proceeds received from exercise of stock options | 126,250 | 10,839 | |||||
Issuance of common stock for cash | 3,100,000 | ||||||
Proceeds received from the sale of preferred stock including deemed contribution from Senior Lenders and common stock warrants | 145,000,000 | ||||||
Payments of offering costs on preferred stock and warrants | (8,455,621) | ||||||
Payments on notes payable and long-term debt | (4,211,539) | (2,970,480) | |||||
Payments on Bridge Loan | (20,000,000) | ||||||
Borrowings on Bridge Loan | 7,950,237 | ||||||
Borrowings on other notes | 2,653,289 | 1,240,317 | |||||
Borrowings on Senior Credit Facility | 30,000,000 | 133,308,370 | |||||
Net Cash Provided by Financing Activities | 153,062,616 | 134,689,046 | |||||
Net Change in Cash, Cash Equivalents and Restricted Cash | (16,579,301) | 4,758,919 | |||||
Cash, Cash Equivalents and Restricted Cash at Beginning of Period | $ 23,421,894 | $ 38,982,725 | 23,421,894 | 38,982,725 | $ 38,982,725 | ||
Cash, Cash Equivalents and Restricted Cash at End of Period | $ 6,842,593 | $ 43,741,644 | 6,842,593 | 43,741,644 | |||
Supplemental Disclosures of Cash Flow Information | |||||||
Cash Paid for Interest | 16,329,547 | 20,329,760 | |||||
Supplemental Disclosures of Non-cash Investing and Financing Activities | |||||||
Debt discount related to Class B units issued to Senior Lenders | 3,043,000 | 5,943,485 | |||||
Debt discount related to warrants issued to Senior Lenders | 10,732,104 | 0 | |||||
Accrued debt issuance costs related to amendment to Senior Credit Facility | 3,123,000 | ||||||
Accrued debt issuance costs related to amendment to Mezzanine Credit Facility | 668,000 | ||||||
Issued 1,640,509 shares for conversion of several notes payable and accrued interest | 784,925 | ||||||
Issued 830,526 shares to acquire Agribody Technologies, Inc, | 5,000,000 | ||||||
Operating lease right-of-use assets obtained in exchange for operating lease liabilities | 3,956,556 | ||||||
Lease modification due to change from finance lease to operating lease | 1,397,904 | ||||||
Issued and modified warrants for revenue contract modification (see Note H) | 15,618,495 | ||||||
Settlement of Warrant Commitment Liability | 14,699,834 | ||||||
In-kind interest added to principal balance of Senior Credit Facility | 17,890,556 | 3,912,099 | |||||
Amounts included in accounts payable and accrued liabilities for purchases of property, plant, and equipment | 125,808,215 | 25,345,484 | |||||
Capitalized interest included in property, plant, and equipment | $ 38,011,745 | $ 21,502,760 |
CONDENSED CONSOLIDATED STATEM_5
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (Parenthetical) | 9 Months Ended |
Sep. 30, 2022 shares | |
Issued Shares For Conversion of Notes Payable | 1,640,509 |
Stock Issued During Period, Shares, Acquisitions | 830,526 |
ORGANIZATION AND BASIS OF PRESE
ORGANIZATION AND BASIS OF PRESENTATION | 9 Months Ended |
Sep. 30, 2022 | |
Text Block [Abstract] | |
ORGANIZATION AND BASIS OF PRESENTATION | NOTE A — ORGANIZATION AND BASIS OF PRESENTATION Description of Business Throughout this Quarterly Report, the terms “we,” “us,” “our,” “our company,” and “the Company” collectively refer to Global Clean Energy Holdings, Inc. and its wholly-owned subsidiaries. References to “GCEH” refer only to Global Clean Energy Holdings, Inc. GCEH is a Delaware corporation. GCEH currently operates through various U.S. and foreign subsidiaries that are currently wholly-owned. The principal subsidiaries include, among others: (i) Sustainable Oils, Inc., a Delaware corporation that conducts camelina breeding and owns proprietary rights to various camelina varieties and operates our camelina business; (ii) GCE Holdings Acquisitions, LLC and its six Delaware limited liability company subsidiaries that were formed to finance and own, directly or indirectly, our Bakersfield Renewable Fuels, LLC, a Delaware limited liability subsidiary (“BKRF”) that owns a renewable fuels refinery in Bakersfield, California (the “Bakersfield Renewable Fuels Refinery”); (iii) GCE Operating Company, LLC, our subsidiary that operates our Bakersfield Renewable Fuels Refinery, and employs various personnel throughout the Company; (iv) Agribody Technologies, Inc., our Delaware subsidiary that oversees aspects of our plant science programs; and (v) Camelina Company Espana, S.L., our Spanish subsidiary that develops proprietary camelina varieties and leads our business expansion opportunities in Europe and South America. GCEH is a uniquely positioned, vertically integrated renewable fuels innovator producing ultra-low carbon renewable fuels from patented nonfood camelina varieties. Our farm-to-fuel business model is designed to allow greater efficiencies throughout the value chain, lowering our finished fuels’ carbon intensity and streamlining our operations at every step. Our patented camelina varieties are purposefully bred to increase yield, quicken maturity, and increase tolerance to drought and pests. Today, GCEH owns the world’s largest portfolio of patented camelina genetics, and we contract directly with farmers around the globe to grow our proprietary camelina crop on fallow land. Once online, the 15,000 barrels per day (“BPD”) nameplate Bakersfield Renewable Fuels Refinery will sell up to its full production capacity of the Renewable Diesel (“RD”) produced to ExxonMobil Oil Corporation (“ExxonMobil”), through a pair of long-term supply agreements described below. The production capacity will be limited due to a hydrogen constraint at the refinery, which, based upon feedstock blend, could limit us to processing no more than ~12,000 BPD of feedstock. Basis of Presentation and Principles of Consolidation The accompanying condensed consolidated balance sheet of the Company at December 31, 2021, has been derived from audited consolidated financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States of America (“U.S. GAAP”). The accompanying unaudited condensed consolidated financial statements as of September 30, 2022 have been prepared in accordance with U.S. GAAP for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements, and should be read in conjunction with the audited consolidated financial statements and related notes to the financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 as filed with the U.S. Securities and Exchange Commission (“SEC”). The unaudited condensed consolidated financial statements include all material adjustments (consisting of all normal accruals) necessary to make the condensed consolidated financial statements not misleading as required by Regulation S-X Rule 10-01. Operating results for the nine months ended September 30, 2022 are not necessarily indicative of the results that may be expected for the year ended December 31, 2022 or any future periods. The accompanying condensed consolidated financial statements include the accounts of GCEH and its subsidiaries, and have been prepared in accordance with 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. Certain reclassifications have been made within the condensed consolidated financial statements for the prior period to conform with current presentation. |
LIQUIDITY
LIQUIDITY | 9 Months Ended |
Sep. 30, 2022 | |
Notes to Financial Statements | |
LIQUIDITY | NOTE B — LIQUIDITY The accompanying condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As shown in the accompanying condensed consolidated financial statements, the Company incurred losses from continuing operations applicable to its common stockholders of $34.9 million during the nine months ended September 30, 2022, and had an accumulated deficit of $152.5 million at September 30, 2022. At September 30, 2022, the Company had working capital of negative $158.8 million (which includes no current restricted cash) and a stockholders' deficit of $1.4 million. The retooling of the Bakersfield Renewable Fuels Refinery is ongoing and the refinery is expected to commence operations in the first half of 2023. Various scheduling issues experienced to date with our lead contractor and other factors beyond our control have delayed the completion of the project into 2023. While we believe that we will commence operations by July 1, 2023, there can be no assurance that operations will commence by then. Revenues from the refinery will commence with commercial operations. The Company’s primary source of liquidity is cash on hand and available borrowings under its credit facilities. However, because of the uncertainty around the cost of change orders to the refinery, the impact of the delayed timing of revenues and cash flows from the refinery arising from a delay in the completion of construction, and the amount and timing of certain credits due to us from CTCI (defined below), we believe that we may need additional capital to fund certain of our liquidity requirements, which includes completion of the refinery, upstream activities, operational and general and administrative costs, and repayment of financial obligations. Because of the uncertainty of the timing of the completion of the refinery and the initial revenues from the refinery, the above conditions raise substantial doubt about the Company’s ability to continue as a going concern for a period of at least one year from the time the financial statements are issued. Management is undertaking, or has undertaken, several initiatives to mitigate the conditions or events that raise substantial doubt about our ability to continue as a going concern. In order to address our short-term liquidity gap, we secured additional capital from the Senior Lenders on August 5, 2022 (up to $60 million in cash and a deferral of approximately $16 million of cash paid for interest until December 31, 2022) to assist the Company to meet its cash requirements to achieve refinery operations. GCEH and/or its subsidiaries will continue to seek various options to raise cash such as utilizing financing leases, the sale or monetization of assets, and joint ventures for its operations and activities as a whole. Management will continue to explore transactions to maximize available capital, which may include raising additional debt or equity financing, refinancing existing debt, Also in consideration for the upsizing of the Senior Credit Agreement, among other things, certain subsidiaries of the Company agreed to (i) undertake additional capital raises of at least $10 million prior to December 31, 2022, and aggregating to at least $20 million prior to March 31, 2023 . Financing Agreements Credit Facilities BKRF OCB, LLC, an indirect, wholly-owned subsidiary of GCEH, is a party to a $397.6 million secured term loan facility (the “Senior Credit Facility”), and BKRF HCB, LLC, also an indirect, wholly-owned subsidiary of GCEH, is party to a $67.4 million intercompany secured term loan facility (the “Mezzanine Credit Facility”) to which GCEH is the lender (see Note F). The purpose of these facilities is to provide cash to facilitate the construction of the refinery. On August 5, 2022, certain subsidiaries of the Company entered into Amendment No. 9 to the senior secured term loan Credit Agreement to, among other things, increase the Tranche B Commitments thereunder by $60 million to $397.6 million, extend the start date of the Bakersfield Renewable Fuels Refinery to March 31, 2023, and implement certain other commercial arrangements as described therein. Existing defaults and potential events of defaults under the Credit Agreement, if any, were also waived by the lenders in connection with the effectiveness of Amendment No. 9. As payment of an amendment and upsize premium, the Company issued to the lenders warrants to purchase up to 7,468,929 shares of the Company’s common stock, exercisable until December 23, 2028 at an exercise price of $2.25 per share. Preferred Stock On February 23, 2022, we issued 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 18,547,731 shares of our common stock (5,017,008 issued to settle the Warrant Commitment Liability) at an exercise price of $2.25 per share to ExxonMobil Renewables LLC (“ExxonMobil Renewables”), an affiliate of ExxonMobil, and 11 other institutional investors (all of whom are Senior Lenders under our existing Senior Credit Facility) for an aggregate purchase price of $145 million and the settlement of the Warrant Commitment Liability. As additional consideration for ExxonMobil’s investment, we also granted ExxonMobil Renewables 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 (“SusOil Warrant”). On August 5, 2022, the GCEH Tranche II Warrants were amended to an exercise price of $2.25 per share and the exercise period for all of the ExxonMobil warrants were extended to December 23, 2028. Each of the GCEH Warrants, GCEH Tranche II Warrants and SusOil Warrant 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 (as described below), which did occur on August 5, 2022, 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. On August 5, 2022, the SusOil Warrant was amended to an exercise price of $1 million ($0.0507 per share). Under the Certificate of Designations of the Series C Preferred, the holders of the Series C Preferred are entitled to receive dividends at a rate of 15%, compounded quarterly 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 or with respect to certain protective provisions in the Certificate of Designations. For such time as ExxonMobil holds any shares of Series C Preferred, ExxonMobil will have the right, exercisable at its option, to appoint two directors to GCEH’s Board of Directors. If the Series C Preferred shares have not been redeemed prior to the fifth anniversary of issuance, or upon an event of default under the Certificate of Designations, ExxonMobil will have the right to appoint a majority of the Board of Directors. The Certificate of Designations provides that we will have the right, at any time, to redeem/repurchase the outstanding shares of Series C Preferred (in increments of no less than $25 million), for an amount equal to the Corporate Redemption Price (as defined in the Certificate of Designations) at any time the Series C Preferred is outstanding. 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. GCEH may redeem the Series C Preferred Stock at any time within the first two years at 1.85 times, and the next three years at 2.0 times, the amount of the investment (including any accrued unpaid dividends). Sales Agreements In April 2019, the Company entered into a binding Product Offtake Agreement (the “Offtake Agreement”) with ExxonMobil pursuant to which ExxonMobil has committed to purchase 2.5 million barrels per year of renewable diesel annually (the “Committed Volume”) from the Bakersfield Renewable Fuels Refinery (including the Renewable Identification Numbers (“RINs”) allocated to such quantities of renewable diesel), and the Company has committed to sell these quantities of renewable diesel to ExxonMobil. ExxonMobil’s obligation to purchase renewable diesel will last for a period of five years following the date that the Bakersfield Renewable Fuels Refinery commences commercial operations (“Start Date”). ExxonMobil has the option to extend the initial five-year term. Either party may terminate the Offtake Agreement if the Bakersfield Renewable Fuels Refinery does not meet certain production levels by certain milestone dates following the commencement of the Bakersfield Renewable Fuels Refinery’s operations or the Start Date has not occurred by the date set forth in the Offtake Agreement for reasons other than force majeure. 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, ExxonMobil committed to purchase 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, following the Start Date, 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 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. 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. In connection with the transactions contemplated by Amendment No. 9, the Company also entered into a transaction agreement with ExxonMobil Renewables and ExxonMobil, pursuant to which, among other things, certain subsidiaries of the Company and ExxonMobil entered into amendments to the Company’s Product Off-Take Agreement and Term Purchase Agreement in order to extend the initial terms thereof to 66 months, to increase certain committed volumes under the Product Off-Take Agreement from 105 million gallons per year (“MGPY”) to 135 MGPY, and to implement certain other commercial arrangements between the parties as described therein in exchange for issuing new immediately-vested warrants and modifying existing outstanding warrants (see Note H). 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 (“Amerigas”), a subsidiary of UGI Corporation, whereby Amerigas will purchase the renewable propane produced at the Bakersfield Renewable Fuels Refinery up to a certain maximum volume amount, with an option then to acquire any volume in excess of such amount. 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, subject to an evergreen provision on an annual basis unless affirmatively terminated by either Party at the end of the initial 3-year term or any subsequent annual extension. The Company is also pursuing sales contracts for renewable naphtha and renewable butane. |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
SIGNIFICANT ACCOUNTING POLICIES | NOTE C - SIGNIFICANT ACCOUNTING POLICIES Restricted Cash In accordance with the Company’s credit facilities, 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. This interest is deposited into a designated account and the appropriate amount is paid to the lenders at the end of each quarter. Additionally, the construction funds are deposited into their own designated account and deposited from that designated account into a BKRF account only upon approval by the lenders to pay for specific construction, facility, and related costs. These two accounts are restricted and not directly accessible by the Company for general use, although these funds are assets of the Company. The Company estimates how much of this cash is likely to be capitalized into the Bakersfield Renewable Fuels Refinery project in the form of a long-term asset, and classifies this amount as long-term. The Company makes this determination based on its budget, recent and near-term invoicing, and internal projections. Cash and Cash Equivalents; Concentration of Credit Risk The Company considers all highly liquid debt instruments maturing in six months or less to be cash and cash equivalents. The Company maintains cash and cash equivalents at high quality financial institutions. However, deposits exceed the federally insured limits. At September 30, 2022, the Company had approximately $5.3 million in uninsured cash. Foreign Currency Translation Our Spanish subsidiary uses the Euro as its functional currency. Assets and liabilities are translated using exchange rates at the balance sheet dates, and revenues and expenses are translated at weighted average rates. Adjustments from the translation process are recognized in stockholders’ equity as a component of accumulated other comprehensive income (loss). During the three months ended September 30, 2022 the Company recognized income of $156 thousand and had no comparable foreign translation income or loss for the three months September 30, 2021. During the nine months ended September 30, 2022, the Company recognized income of $170 thousand and had no comparable foreign translation income or loss adjustments in the nine months ended September 30, 2021 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. On March 31, 2022, the Company recognized a loss in the amount of $319 thousand due to inventories being adjusted to the lower of cost or net realizable value. There were no lower of cost or net realizable value adjustments made to the inventory values reported as of September 30, 2022 and December 31, 2021. 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 is being capitalized, which will continue until the refinery is placed in service. During the three months ended September 30, 2022 and September 30, 2021, interest of $14.9 million and $8.8 million, respectively, was capitalized and is included in property, plant and equipment, net. During the nine months ended September 30, 2022 and September 30, 2021, interest of $38.0 million and $21.5 million, respectively, was capitalized and is included in property, plant and equipment, net, for a total of $78.3 million of capitalized interest for the project. Long-lived Assets In accordance with U.S. GAAP for the impairment or disposal of long-lived assets, the carrying values of intangible assets and other long-lived assets are reviewed on a regular basis for the existence of facts or circumstances that may suggest impairment. The Company recognizes impairment when the aggregate of the expected undiscounted future cash flows is less than the carrying amount of the asset. Impairment losses, if any, are measured as the excess of the carrying amount of the asset over its estimated fair value. During the three and nine months ended September 30, 2022 and 2021, there were no impairment losses recognized -12- 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 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 Bakersfield Renewable Fuels Refinery, these costs are being capitalized as part of the refinery until it is placed in service. The amortization of the debt issuance costs that are not capitalized are recorded as interest expense. At September 30, 2022 and December 31, 2021, unamortized debt issuance costs related to the Senior Credit Facility and Bridge Loan (see Note F) are classified as a direct deduction from the carrying amount of each credit facility; however, at December 31, 2021 unamortized debt issuance costs related to the Mezzanine Credit Facility (as defined below) are presented on the balance sheet as an asset as there had not been any borrowings on the Mezzanine Credit Facility. Effective as of February 23, 2022, the Mezzanine Credit Facility was assigned to and fully funded by GCEH, and as a result, the unamortized debt issuance costs of $3.9 million related to the Mezzanine Credit Facility was recorded as a loss on debt extinguishment in the nine months ended September 30, 2022. During the three months ended September 30, 2022 and September 30, 2021 there were no losses on debt extinguishment. During the nine months ended September 30, 2021 there were no losses on debt extinguishment. See Note F - Debt for more detail on the financing. Accrued Liabilities As of September 30, 2022 and December 31, 2021, accrued liabilities consists of: As of September 30, 2022 As of December 31, 2021 Accrued compensation and related liabilities $ 4,915,407 $ 3,818,701 Accrued interest payable 2,066,486 1,857,343 Accrued construction costs 120,137,628 27,045,738 Other accrued liabilities 4,476,533 3,677,671 Current portion of asset retirement obligations 4,404,256 2,530,000 Current portion of environmental liabilities 4,246,760 1,339,550 $ 140,247,070 $ 40,269,003 The Company has recorded amounts for services performed and invoiced from its EPC contractor through September 30, 2022 in accrued construction costs. 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 due to various legal obligations to clean and/or dispose of these assets at the time they are retired. However, the majority of these assets can be used for extended and indeterminate periods of time provided that they are properly maintained and/or upgraded. It is our practice and intent to continue to maintain these assets and make improvements based on technological advances. In order to determine the fair value of the obligations, management must make certain estimates and assumptions including, among other things, projected cash flows, timing of such cash flows, a credit-adjusted risk-free rate and an assessment of market conditions that could significantly impact the estimated fair value of the asset retirement obligations. 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. 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 K - Commitments and Contingencies for more detail on environmental liabilities, which are accounted for separately from asset retirement obligations. The following table provides a reconciliation of the changes in asset retirement obligations for the nine months ended September 30, 2022 and the year ended December 31, 2021. Nine months ended September 30, 2022 Year ended December 31, 2021 Asset retirement obligations - beginning of period $ 20,191,429 $ 21,478,977 Disbursements (262,494 ) (2,265,557 ) Accretion 687,135 978,009 Asset retirement obligations - end of period $ 20,616,070 $ 20,191,429 The amounts shown as of September 30, 2022 and December 31, 2021 include $4.4 million and $2.5 million, respectively, which have been classified as current liabilities and included in accrued liabilities and $16.2 million and $17.7 million which have been classified as long term liabilities as of September 30, 2022 and December 31, 2021, respectively. Advances to Contractors Upon the acquisition of the Bakersfield Biorefinery, the Company advanced $20.1 million to its primary construction contractor for invoices to be billed against the Guaranteed Maximum Price for the Engineering, Procurement and Construction (“EPC”) of the Bakersfield Renewable Fuels Project contract (“G-Max Contract”). These funds are credited against future invoices in accordance with an agreed schedule. In May 2021 we replaced our former contractor and entered into a new G-Max Contract with a new contractor. As of September 30, 2021, the $20.1 million advanced to the initial primary construction contractor has been reduced to zero and a new advance has been made to the new primary construction contractor in the amount of $17.8 million. The amount of $17.8 million has been fully utilized against progress billings as of September 30, 2022, resulting in $0.0 reflected as advances to contractor. As of December 31, 2021 advances to contractor were $10.0 million. 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 September 30, 2022 and December 31, 2021 . Revenue Recognition The Company recognizes revenue in accordance with ASC 606, Revenue From Contracts With Customers, using the following five-step model: (1) identify the contract with the customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract, and (5) recognize revenue. The Company is engaged in contracting with farmers to grow camelina grain that will be processed into oil for use in Bakersfield Biorefinery. The Company recognizes revenues upon the sale of its patented camelina seed to the farmers and also for the crushed camelina meal that it plans to sell to third party livestock and poultry operators. The Company recognized in the three months ended September 30, 2022 and September 30, 2021 $0.9 million and $0.0 million in revenue, respectively. The Company recognized in the nine months ended September 30, 2022 and September 30, 2021 $2.1 million and $0.2 million in revenue, respectively. Based upon the Company’s Product Offtake Agreement (see Note B - Liquidity), the Company expects to begin recognizing revenue from the sale of renewable diesel upon the start-up of the Bakersfield Renewable Fuels Refinery and upon such time the Company delivers on its performance obligations. Research and Development Research and development costs are charged to operating expenses when incurred, which were nominal for the three months and nine months ended September 30, 2022 and September 30, 2021. Fair Value Measurements and Fair Value of Financial Instruments As of September 30, 2022 and December 31, 2021, 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, and accounts payable and accrued liabilities approximate their fair value due to their short-term nature. As of September 30, 2022 and December 31, 2021, the carrying amounts of the Company's financial instruments that are not reported at fair value in the accompanying consolidated balance sheets, including the convertible note payable to the executive officer approximate their fair value due to the recent amendments that reflect current market conditions. The Class B Units, issued by BKRF HCB, LLC, are reported at fair value. Additionally, as further described below, the Company recognized a liability for a warrant commitment to its Senior Lenders at December 31, 2021 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 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, which was $2.25 per share, upon the completion of the Series C Preferred Stock financing (“Series C Financing”) for a term of five years from that date (the “Warrant Commitment Liability”) (See Note B). 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 as of September 30, 2022: Carrying Value Total Fair Value Quoted prices in active markets for identical assets - Level 1 Significant other observable inputs - Level 2 Significant unobservable inputs - Level 3 Liabilities Class B Units $ 14,859,000 $ 14,859,000 $ - $ - $ 14,859,000 The following is the recorded fair value of the Class B Units and the Warrant Commitment Liability as of December 31, 2021: Carrying Value Total Fair Value Quoted prices in active markets for identical assets - Level 1 Significant other observable inputs - Level 2 Significant unobservable inputs - Level 3 Liabilities Class B Units $ 21,628,689 $ 21,628,689 $ - $ - $ 21,628,689 Warrant Commitment Liability 19,215,140 19,215,140 - - 19,215,140 The following presents changes in the Class B Units for the three and nine months ending September 30, 2022: Three months ended September 30, 2022 Nine months ended September 30, 2022 Beginning Balance $ 8,520,914 $ 21,628,689 New unit issuances 3,043,000 3,043,000 Change in fair value recognized in earnings 3,295,086 (9,812,689 ) Ending Balance $ 14,859,000 $ 14,859,000 The following presents changes in the Warrant Commitment Liability for the three and nine months ending September 30, 2022: Three months ended September 30, 2022 Nine months ended September 30, 2022 Beginning Balance $ - $ 19,215,140 Change in fair value recognized in earnings - (4,515,307 ) Settled with issuance of warrants - (14,699,833 ) Ending Balance $ - $ - 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, which are adjusted for current market conditions and various operational revisions, and the various metrics required to establish a reasonable estimate of the value of the Class B Units 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 dilutive for the three months and nine months ended September 30, 2022 and September 30, 2021 that were excluded from diluted earnings per share as they would have been anti-dilutive: Three months ended September 30, 2022 Three months ended September 30, 2021 Nine months ended September 30, 2022 Nine months ended September 30, 2021 Convertible notes and accrued interest 7,600,257 7,292,262 7,600,257 7,292,262 Convertible preferred stock - Series B - - - 781,552 Stock options and warrants 52,726,566 18,374,358 42,683,424 17,733,374 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 service-based 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. During April 2022, the Company issued 600,000 of market-based equity incentive options to an officer. There were no other market-based equity incentive options issued during 2021 or 2022. As these market-based options vest after the Company's common stock price has achieved a specified price per share as compared to the service-based stock options previously described that vest over the requisite service period, these options were valued and estimated using a Monte-Carlo simulation under a risk-neutral framework and the fair value was determined to be equal to the average value over 100,000 model iterations. Forfeitures are accounted for as incurred . Recent Accounting Pronouncements In August 2020, the FASB issued ASU 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity In October 2021, the FASB issued ASU 2021-08, Accounting for Contract Assets and Contract Liabilities from Contracts with Customers In November 2021, the FASB issued ASU 2021-10, Disclosures by Business Entities about Government Assistance Subsequent Events The Company has evaluated subsequent events through the date of issuance of the condensed consolidated financial statements. Where applicable, the notes to these condensed consolidated financial statements have been updated to discuss all significant subsequent events which have occurred. See Note L for a description of events occurring subsequent to September 30, 2022 not included elsewhere in these condensed consolidated financial statements. |
PROPERTY, PLANT AND EQUIPMENT
PROPERTY, PLANT AND EQUIPMENT | 9 Months Ended |
Sep. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY, PLANT AND EQUIPMENT | NOTE D – PROPERTY, PLANT AND EQUIPMENT Property, plant, and equipment as of September 30, 2022 and December 31, 2021 are as follows: September 30, 2022 December 31, 2021 Land $ 7,855,872 $ 7,855,872 Office equipment 2,000,240 1,980,160 Buildings(1) 2,053,570 5,486,575 Refinery and industrial equipment 87,464,149 87,072,163 Transportation equipment 468,587 421,302 Construction in process 431,012,157 209,775,838 Construction period interest 78,256,904 41,621,658 Total cost $ 609,111,479 $ 354,213,568 Less accumulated depreciation (1,281,022 ) (360,637 ) Property, plant and equipment, net $ 607,830,457 $ 353,852,931 (1) Includes assets under finance lease of $3.4 million, less accumulated depreciation of $ 0.0 Depreciation expense for property and equipment was approximately $225,000 and $35,000 for the three months ended September 30, 2022 and September 30, 2021, respectively and $1,019,000 and $89,000 for the nine months ended September 30, 2022 and September 30, 2021, respectively. |
INTANGIBLE ASSETS AND GOODWILL
INTANGIBLE ASSETS AND GOODWILL | 9 Months Ended |
Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS AND GOODWILL | NOTE E - INTANGIBLE ASSETS AND GOODWILL Intangible Assets Intangible assets as of September 30, 2022 and December 31, 2021 are shown in the following table: September 30, 2022 December 31, 2021 Remaining Weighted Average Useful Life Gross Carrying Amount Accumulated Amortization Gross Carrying Amount Accumulated Amortization Indefinite Lived Intangible Assets Trade name - $ 90,000 $ - $ 90,000 $ - Definite Lived Intangible Assets Patent licenses 4 years 8,213,355 3,569,872 8,188,315 2,831,088 Developed seed variant technology 23 years 5,679,500 166,293 5,679,500 - Refinery permits 13 years 1,921,082 371,867 1,921,082 275,813 Total $ 15,903,937 $ 4,108,032 $ 15,878,897 $ 3,106,901 Amortization expense for intangible assets were approximately $338,000 and $299,000 for the three months ended September 30, 2022 and September 30, 2021, respectively. Amortization expense for intangible assets were approximately $1,014,000 and $604,000 for the nine months ended September 30, 2022 and September 30, 2021, respectively. The estimated intangible asset amortization expense for 2022 through 2026 and thereafter is as follows: Estimated Amortization Expense September 30, 2022 through December 31, 2022 $ 338,373 2023 1,094,402 2024 965,204 2025 864,059 2026 848,773 Thereafter 7,685,094 Total $ 11,795,905 Goodwill as of September 30, 2022 is shown in the following table: September 30, 2022 Balance as of December 31, 2021 $ 8,777,440 Adjustments to CCE Acquisition (See Note J) 1,547,459 Foreign currency adjustments (254,124 ) Balance as of September 30, 2022 $ 10,070,775 |
DEBT
DEBT | 9 Months Ended |
Sep. 30, 2022 | |
Disclosure Text Block [Abstract] | |
DEBT | NOTE F – DEBT The table below summarizes our notes payable and long-term debt at September 30, 2022 and at December 31, 2021: September 30, 2022 December 31, 2021 Senior credit facility $ 393,330,834 $ 345,440,278 Bridge loan - 12,049,763 Fixed payment obligation 22,785,000 20,250,000 Finance lease obligation (see Note K) - 4,462,938 Other notes 3,588,235 3,478,931 Subtotal 419,704,069 385,681,910 Less: current portion of long-term debt (24,240,347 ) (35,223,402 ) Less: unamortized debt discount and issuance costs (38,997,160 ) (29,227,266 ) Subtotal 356,466,562 321,231,242 Convertible note payable to executive officer 1,000,000 1,000,000 Total $ 357,466,562 $ 322,231,242 Senior Credit Facility and Bridge Loan: On May 4, 2020, BKRF OCB, LLC, a wholly-owned subsidiary of GCEH, entered into the Senior Credit Facility with a group of lenders (the “Senior Lenders”) pursuant to which the Senior Lenders agreed to provide a $300.0 million senior secured term loan facility to BKRF OCB to pay the costs of retooling the Bakersfield Renewable Fuels Refinery. Through various amendments, the commitments under the Senior Credit Facility have subsequently been increased to $397.6 million. As of September 30, 2022, we have borrowed $367.6 million under the Senior Credit Facility and subsequent to September 30, 2022, we have borrowed the remaining $30 million available under the Senior Credit Facility. 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, which the deferred interest was increased up to 3.5% effective February 23, 2022, and under Amendment No. 9 effective August 5, 2022, the deferred interest can be the full 12.5% interest for the third and fourth quarters of 2022. The Company deferred the full interest payment of $11.8 million in the quarter ending September 30, 2022 for a total outstanding amount of $393.3 million as of September 30, 2022. The principal of the senior loans matures in November 2026 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 and to establish a contingency reserve account to fund the costs of the additional capabilities and equipment and to fund possible cost overruns. Concurrently, Consent No. 2 and Amendment No. 2 to the Senior Credit Facility were made effective, which, among other things, established a consent premium equal to 1.00% of the aggregate commitments (“Consent Premium”), to be paid in the form of equity or cash to the Lenders, subject to whether the Company raises capital of $35 million prior to July 31, 2021. The Consent Premium was paid in connection with the consummation of the Series C Financing on February 23, 2022, as described below. 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”). The subcontracts for the Bakersfield Renewable Fuels Refinery will remain in effect and are being subsumed in the CTCI EPC Agreement. Accordingly, the subcontractors will continue to provide their services for the Bakersfield Renewable Fuels Refinery through CTCI. 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 parties agreed to change the date by which the borrowers under the two credit agreements (the Company’s BKRF OCB, LLC and BKRF HCB, LLC subsidiaries) had to establish an additional cash contingency reserve of at least $35 million from July 31, 2021 to September 15, 2021. Further, with respect to the Consent Premium established on March 26, 2021, Amendment No. 5 constituted that the Consent Premium will be payable by the Company issuing warrants to purchase shares of the Company’s common stock. The warrants were to be issued on the earlier of September 15, 2021 or the closing of an equity raise in which the Company sells at least $10 million of its common stock. 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 bore interest at the rate of 12.5% per annum and had a stated maturity date of January 31, 2022. The Bridge Loan was paid in full on February 23, 2022 in connection with the Series C Financing. In connection with Amendment No. 6 to the Senior Credit Facility, 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. These warrants were issued on February 23, 2022 in connection with the consummation of the Series C Financing, and were issued 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. Also 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 Facility, the Mezzanine Credit Agreement, and the related Financing Documents with respect to all Defaults and Events of Default thereunder. Such Defaults and Events of Default were waived upon the consummation of the Series C Financing and the payment of a cash equity contribution to the senior borrower of $115 million. 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 and was fully paid on February 23, 2022. On February 23, 2022, Amendment No. 8 to the Senior Credit Facility 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. 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. 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. On August 5, 2022, certain subsidiaries of the Company entered into Amendment No. 9 to the Senior Credit Facility to, among other things, increase the Tranche B Commitments thereunder by $60 million to $397.6 million, extend the commercial operation date of the Bakersfield Renewable Fuels Refinery to March 31, 2023, and implement certain other commercial arrangements as described therein. Existing defaults and potential events of defaults under the Senior Credit Facility, if any, were also waived by the lenders in connection with the effectiveness of Amendment No. 9. The Company’s loan six Mezzanine Credit Facility On May 4, 2020, BKRF HCB, LLC, the indirect parent of BKRF OCB, LLC, entered into a 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. In connection with the Series C Financing, on February 23, 2022 the Mezzanine Credit Facility was assigned to, and assumed by GCEH and the Mezzanine Lenders have no further rights to the Mezzanine Credit Facility. Fixed Payment Obligation 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 a total of $20.3 million. 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%. Effective May 11, 2022, the Company agreed with the counterparty to amend the payment structure whereby the Company will begin making payments beginning one month after the Bakersfield Renewable Fuels Refinery begins operations and generates revenues, but no later than January 2023. The total amount of payments has been increased to $22.8 million and will start at $1.5 million in the first month and escalate monthly to approximately $6.2 million at the sixth month which will be the final payment. Other Notes Payable Included in “Other notes” as of September 30, 2022, 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 was obligated to make seventeen equal monthly payments totaling approximately $4.5 million beginning in July 2020, which have now been fully paid. The insurance policies cover various periods from 12 to 60 months beginning in May 2020. At various times in 2022, the Company entered into new insurance policies to replace the policies that were expiring and to insure for additional identified risks. The Company has financed several policies at finance rates of 4.9% to 5.15% and at various percentages of down payments with payments of varying monthly lengths. The Company expects that it will continue to finance certain policy premiums. 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, which is included in "Other notes" above, 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 as of September 20, 2022 the PPP Loan had been forgiven in full. 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 $180,000 and $160,000 as of September 30, 2022 and December 31, 2021 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 later of February 23, 2024 or upon the redemption of the Series C Preferred shares. The convertible note will 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 September 30, 2022, there are no remaining convertible notes payable to third parties. The following table summarizes the minimum required payments of notes payable and long-term debt as of September 30, 2022: Year Required Minimum Payments 2022 $ 556,759 2023 25,666,476 2024 1,000,000 2025 - 2026 393,480,834 Thereafter - Total $ 420,704,069 Class B Units As described above, the Company has issued 367.6 million Class B Units of its subsidiary, BKRF OCB, LLC to its Senior Lenders as of September 30, 2022. 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. On August 5, 2022, this percentage was increased from 25% to 35% of defined distributable cash. 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 $735.2 million. The aggregate fair value of such units on the date of their issuances totaled approximately $16.5 million which were recorded as debt discount. The aggregate fair value of the earned units as of September 30, 2022 and December 31, 2021 was approximately $14.9 million and $21.6 million, respectively. It is expected that the fair value will fluctuate depending on market inputs that impact the projected distributable cash. 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, projected volumes and pricing, the continuation of the Blenders Tax Credit, 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 Facility. 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 | 9 Months Ended |
Sep. 30, 2022 | |
Disclosure Text Block [Abstract] | |
STOCKHOLDERS' EQUITY | NOTE G - STOCKHOLDERS’ EQUITY Common stock During the three and nine months ended September 30, 2022, the Company issued no shares and 310,500 shares of its common stock, respectively, upon the exercise of stock options. These option exercises consisted of 50,000, 160,000 and 100,500 shares issued to a member of the board of directors, consultants and employees, respectively. On April 21, 2022 and May 15, 2022, the Company issued 50,000 shares each of its common stock upon the exercise of stock options by two executive officers. 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. Series C Preferred Stock On February 23, 2022, the Company completed a private placement of an aggregate of 145,000 preferred shares (125,000 and 20,000 shares to ExxonMobil Renewables, an affiliate of ExxonMobil, and the Senior Lenders, respectively) of Series C Preferred Stock and warrants exercisable to purchase an aggregate of 18,547,731 (5,017,008 issued to settle the Warrant Commitment Liability to the Senior Lenders - see Note B) shares of our common stock at an exercise price of $2.25 per share to ExxonMobil Renewables, and 11 other institutional investors (all of whom are also lenders under our existing Senior Credit Facility) respectively, for an aggregate purchase price of $145 million and the settlement of the Warrant Commitment Liability (see Note B). A s a result of the difference between the $20 million received by the Company from the Senior Lenders for the purchase of the Series C Preferred Stock and the fair value of the Series C Preferred Stock, For the three months and nine months ended September 30, 2022, we did not declare or pay cash distributions to the holders of the Series C Preferred Stock. Included in the carrying value of the Series C preferred Stock was the amount of the cumulative, declared dividends of $5.8 million and $13.5 million, along with the accretion of $1.8 million and $3.5 million for the three months and nine months ended September 30, 2022 respectively. These amounts are recorded as a reduction to Additional Paid-in Capital for the respective periods. |
STOCK OPTIONS AND WARRANTS
STOCK OPTIONS AND WARRANTS | 9 Months Ended |
Sep. 30, 2022 | |
Disclosure Text Block [Abstract] | |
STOCK OPTIONS AND WARRANTS | NOTE H – STOCK OPTIONS AND WARRANTS 2020 Equity Incentive Plan In April 2020, the Company’s Board of Directors adopted the Global Clean Energy Holdings, Inc. 2020 Equity Incentive Plan (the “2020 Plan”) wherein 2,000,000 shares of the Company’s common stock were reserved for issuance thereunder. Options and awards granted to new or existing officers, directors, employees, and non-employees vest ratably over a period as individually approved by the Board of Directors generally over three years, but not in all cases. The 2020 Plan provides for a three-month exercise period of vested options upon termination of service. The exercise price of options granted under the 2020 Plan is equal to the fair market value of the Company’s common stock on the date of grant. Options issued under the 2020 Plan have a maximum term of ten years for exercise and may be exercised with cash consideration or through a cashless exercise in which the holder forfeits a portion of the award in exchange for shares of common stock of the remaining portion of the award. As of September 30, 2022, there were 2,450,010 shares available for future option grants under the 2020 Plan. During the nine months ended September 30, 2022, the Company granted stock options for the purchase of a total of 3,081,203 shares of Common Stock under the 2020 Plan, of which 2,981,203 were to employees and 100,000 were to directors. Included in the amount to employees is an option that was granted to the Company’s President of 1,200,000 shares of Common Stock under the Company’s 2020 Equity Incentive Plan. The option has a five-year term, and an exercise price of $3.60 per share. The foregoing option will vest as follows: (A) 50% in three equal tranches of 200,000 after GCEH’s common stock price has achieved and maintained (i) $10.00 per share for 45 consecutive trading days for tranche one; (ii) after tranche one has vested, $15.00 per share for 45 consecutive trading days for tranche two; and (iii) after tranche two has vested, $20.00 per share for 45 consecutive trading days, for tranche three; and (B) 50% will vest in equal quarterly installments on the last day of each of the next 12 quarters beginning on September 30, 2022. For the three months ended September 30, 2022 and September 30, 2021, the Company recognized stock compensation expenses related to stock option awards of $737,000 and $194,000, respectively. For the nine months ended September 30, 2022 and September 30, 2021, the Company recognized stock compensation expenses related to stock option awards of $1,545,000 and $450,000, respectively. The Company recognizes all stock-based compensation in general and administrative expenses in the accompanying condensed consolidated statements of operations. As of September 30, 2022, there was approximately $1,264,000 of unrecognized compensation cost related to service-based option awards that will be recognized over the remaining service period of approximately 2.1years, and there was approximately $1.2 million of unrecognized compensation cost related to market-based stock option awards that will be recognized over the remaining derived service period of 2.3 years. The Company previously granted stock options that were not issued under the 2010 Equity Incentive Plan 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. A summary of the option award activity in 2022 and awards outstanding at September 30, 2022 (includes 50,000, 17,845,714 and 4,287,308 options under the 2010 Equity Incentive Plan, the non-plan and the 2020 Plan, respectively) is as follows: 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 Shares Under Option Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Aggregate Intrinsic Value Outstanding at December 31, 2021 19,547,520 $ 0.36 2.11 $ 87,636,744 Granted 3,081,203 2.89 - Exercised (310,500 ) 0.41 1,202,500 Forfeited (133,701 ) 2.67 - Expired (1,500 ) 0.66 Outstanding at September 30, 2022 22,183,022 $ 0.64 1.71 $ 30,621,739 Vested and exercisable at September 30, 2022 19,857,932 $ 0.35 1.36 $ 30,493,059 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 Expected Term (in Years) 3.2 Volatility 86.89 % Risk Free Rate 2.84 % Dividend Yield 0 Aggregate Grant Date Fair Value $ 1.72 The fair value of stock option grants with market based conditions for vesting is estimated on the grant date using a Monte-Carlo simulation under a risk-neutral framework and using the average value over 100,000 model iterations. The following table illustrates the assumptions used in estimating the fair value of options granted during the nine months ended September 30, 2022: Expected Term (in Years) 2.3 Volatility 87.90 % Risk Free Rate 2.80 % Dividend Yield 0 Aggregate Grant Date Fair Value $ 2.14 Stock Purchase Warrants and Call Option On February 23, 2022 the Company issued five-year warrants to our Senior Lenders and investors in our Series C Preferred for an aggregate of 18,547,731 shares of our common stock at an exercise price of $2.25 per share until February 22, 2027. In August 2022, the exercise date was amended to December 28, 2028. If these warrants are exercised, the Company will receive additional proceeds of $41.7 million. Separately the Company issued the GCEH Tranche II Warrant (which allows for the purchase of up to 6.5 million shares of our common stock at an exercise price of $3.75 per share until February 22, 2028) and a warrant to purchase 33% (19,701,493 shares) of our SusOils subsidiary for an exercise price of $1.675 per share until February 27, 2027. In August 2022, the GCEH Tranche II Warrant was amended to an exercise price of $2.25 per share and the SusOils warrant exercise price was reduced to $0.05076 per share, and the terms for both warrants were extended to December 28, 2028. If these warrants are exercised for cash, the Company will receive an additional $14.6 million and $1 million, respectively. There were new warrants issued in August. The Senior Lenders received warrants to purchase 7,468,929 shares of common stock, exercisable until December 23, 2028 at an exercise price of $2.25. ExxonMobil Renewables received 2,489,643 warrants on the same terms. If these warrants are exercised for cash, the Company will receive an additional $22.4 million. As a result of issuing new immediately-vested warrants and modifying existing outstanding warrants to ExxonMobil in exchange for increasing the committed volumes of renewable diesel and extending the term of the agreement by an additional six months under the existing Product Offtake Agreement on August 5, 2022, the Company concluded these warrants represent consideration payable to a customer in accordance with ASC 606, Revenue from Contracts with Customers Compensation – Stock Compensation Expected Term (in Years) 6.4 Volatility 65-115 % Risk Free Rate 2.89 % Dividend Yield 0 This amount was determined to be $15.6 million and is reflected initially as a Contract asset - related party on the condensed consolidated balance sheets and will be amortized over the term of the underlying contract as the Company satisfies its performance obligations. There was no amortization for the three and nine months ended September 30, 2022. 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. |
INCOME TAXES
INCOME TAXES | 9 Months Ended |
Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE I – INCOME TAXES The effective tax rate for the nine months ended September 30, 2022 and 2021 i pectively. The effective tax rate for the three months ended September 30, 2022 and 2021 is spectively. Provision for income taxes consists of U.S. and state income taxes and income taxes in certain foreign jurisdictions in which the Company conducts business. The Company is in an overall deferred tax asset position in the U.S. and maintains its valuation allowance for certain federal and state tax jurisdictions as existing deferred tax liabilities do not provide sufficient future taxable income to realize the full benefit of its deferred tax assets. During the three and nine months ended September 30, 2022 and 2021, the Company did not record any material interest or penalties related to uncertain tax positions. The Company files tax returns in the U.S. federal jurisdiction, and in multiple state and foreign jurisdictions. The Company is no longer subject to U.S. federal income tax examinations for years before 2019 and is no longer subject to state, local and foreign income tax examinations by tax authorities for years before 2018. The Company is currently not under audit by any jurisdictions. |
ACQUISITIONS
ACQUISITIONS | 9 Months Ended |
Sep. 30, 2022 | |
Business Combinations [Abstract] | |
ACQUISITIONS | NOTE J – ACQUISITIONS In April 2021, the Company acquired Agribody Technologies, Inc., (“ATI”) a private agricultural biotechnology company. The transaction was accomplished by acquiring a 100% controlling interest in ATI in an all-stock transaction for a total fair value of approximately $5 million. In consideration for the shares of ATI, the Company issued 830,526 shares of common stock at an approximate fair value of $6.02 per share. The primary reason for the combination was to leverage the expertise of ATI to speed the development of novel camelina varieties for SusOils. The Company hired the CEO/Co-founder of ATI and will continue to monetize the pre-acquisition ATI revenue contracts. In November 2021, the Company 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, the Company issued a total of 407,150 unregistered shares of 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, the Company 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. The Company hired five people from Entira to join our team. Entira has been integrated into SusOils. In December 2021 the Company acquired Camelina Company Espana, S.L., a private limited company (“CCE”). Based in Madrid, Spain, CCE is Europe’s largest camelina crop innovator and seed producer. The Company acquired CCE for a total purchase price of €7.3 million (approximately $8.3 million USD at that time), which price was paid by the delivery of (i) €0.7 million ($0.8 million USD) in cash, (ii) €0.7 million ($0.8 million USD) in one-year, unsecured interest-free promissory notes, and (iii) 1,353,951 unregistered shares of our common stock, valued at $4.957 per share, or an aggregate of €5.9 million ($6.7 million USD). In addition, the Company issued 67,314 unregistered shares to certain employees as post acquisition compensation. CCE will lead our initiatives to expand our camelina operations into Europe and South America. GCEH acquired goodwill in each of the acquisitions it completed in 2021 for a total of $10.3 million. This goodwill represents the acquired assembled workforce and synergies and none of this goodwill is deductible for tax purposes . The Company had no acquisitions during the nine months ended September 30, 2022. Below is a table that shows the fair value of assets acquired and liabilities assumed by the Company as a result of the 2021 transactions. The purchase price allocation below for CCE was preliminary as of December 31, 2021 and was finalized as of September 30, 2022. Assets Agribody Technologies, Inc. as of April 15, 2021 Entira, Inc. as of November 17, 2021 Camelina Company Espana, S.L. as of December 29, 2021 Total of Acquisitions 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 name 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 During the nine months ended September 30, 2022, we recorded adjustments to the preliminary fair value estimates of assets acquired and liabilities assumed for CCE as of the acquisition date as noted in the table below: Assets Preliminary Adjustments As adjusted Cash and cash equivalents $ 151,188 $ - $ 151,188 Accounts receivable 1,094,894 (680,340 ) 414,554 Prepaid expense and other current assets 1,094,894 - 1,094,894 Property, plant, and equipment 598,619 - 598,619 Patents - - - Developed seed variant technology 5,679,500 - 5,679,500 Trade name - - - Goodwill 3,572,941 1,547,459 5,120,400 Liabilities Accounts payable and accrued liabilities (1,687,947 ) (867,119 ) (2,555,066 ) Long term liabilities (619,293 ) - (619,293 ) Deferred tax liabilities (1,623,599 ) - (1,623,599 ) Total fair value of net assets acquired 8,261,197 - 8,261,197 Less: Cash acquired (151,188 ) - (151,188 ) Total fair value of consideration transferred, net of cash acquired $ 8,110,009 $ - $ 8,110,009 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE K – 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 not terminated and were subsumed in the new replacement EPC agreement (see below). Accordingly, the two major subcontractors have continued to provide their services for the Bakersfield Renewable Fuels Refinery. 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. The guaranteed maximum price under the CTCI EPC Agreement, comprising CTCI’s fees and costs, including direct costs, overhead fees and the contractor’s fee is $178 million. Costs associated with change orders and project delays could, in certain circumstances, require us to pay more than the guaranteed maximum price. The maximum amount of any such payments is uncertain as a result of a number of variable inputs, including the nature and scope of any change order, and the specific circumstances giving rise to the delay. The obligations of CTCI have been guaranteed by CTCI Corporation, the Taiwanese parent company of CTCI. Environmental Remediation Liabilities In connection with the acquisition, BKRF OCB, LLC agreed to undertake certain clean-up activities at the refinery and provide a guarantee for liabilities arising from the clean-up. The Company has assumed significant environmental and clean-up liabilities associated with the purchase of the Bakersfield refinery. The Company recognizes its asset retirement obligation and environmental remediation liabilities and has estimated such liabilities as of its acquisition date. It is the Company’s policy to accrue environmental and clean-up related costs of a non-capital nature when it is both probable that a liability has been incurred and the amount can be reasonably estimated. Environmental remediation liabilities represent the current estimated costs to investigate and remediate contamination at our properties. This estimate is based on internal and third-party assessments of the extent of the contamination, the selected remediation technology and review of applicable environmental regulations, typically considering estimated activities and costs for 20 years, and up to 30 years if a longer period is believed reasonably necessary. Accruals for estimated costs from environmental remediation obligations generally are recognized no later than completion of the remedial feasibility study and include, but are not limited to, costs to perform remedial actions and costs of machinery and equipment that are dedicated to the remedial actions and that do not have an alternative use. Such accruals are adjusted as further information develops or circumstances change. We discount environmental remediation liabilities to their present value if payments are fixed and determinable. However, as the timing and amount of these costs were undeterminable as of September 30, 2022, these costs have not been discounted. Expenditures for equipment necessary for environmental issues relating to ongoing operations are capitalized. Changes in laws and regulations and actual remediation expenses compared to historical experience could significantly impact our results of operations and financial position. We believe the estimates selected, in each instance, represent our best estimate of future outcomes, but the actual outcomes could differ from the estimates selected. At September 30, 2022, accrued environmental remediation liability costs totaled $20.5 million of which $4.2 million have been classified as current liabilities. As of September 30, 2021, accrued environmental liabilities totaled $21.1 million of which $1.3 million have been classified as current liabilities. 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, and 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. In September 2022, the Company reassessed the terms of the finance lease agreement for a building in Great Falls, Montana. The Company determined that it was no longer reasonably certain that the purchase option would be exercised within the term of the lease due to cash needs in other areas of the SusOils business. Therefore, the Company has changed the lease classification from a finance lease to an operating lease and reclassed and remeasured the building asset to a right-of-use asset and lease liability The table below presents the lease-related assets and liabilities recorded on the balance sheet at September 30, 2022 and December 31, 2021: Leases Classification As of September As of December Assets Operating lease assets Operating lease right-of-use assets $ 5,674,378 $ 481,027 Finance lease assets Buildings, net of depreciation - 3,433,005 Total lease assets $ 5,674,378 $ 3,914,032 Liabilities Current Operating Current portion of operating lease obligations $ 1,655,199 $ 198,440 Finance Notes payable including current portion of long-term debt - 714,659 Non-current Operating Operating lease obligations, net of current portion 3,584,849 283,197 Finance Long-term debt, net - 2,831,284 Total lease liabilities $ 5,240,048 $ 4,027,580 The table below presents the components of lease costs for the three and nine months ended September 30, 2022 and 2021: Three months ended September Three months ended September Nine months ended September Nine months ended September Operating lease cost $ 219,407 $ 13,576 $ 456,510 $ 40,377 Finance lease cost Amortization of leased assets - - 368,007 - Interest on lease liabilities - - 93,853 - Total lease costs $ 219,407 $ 13,576 $ 918,370 $ 40,377 The table below presents the weighted average remaining lease terms and weighted average discount rates for the Company's leases as of September 30, 2022 and December 31, 2021: As of September 30, As of December 31, Weighted average remaining lease term (in years) Operating leases 2.9 2.2 Financing leases - 4.8 Weighted average discount rate Operating leases 4.52 % 1.00 % Financing leases - 4.25 % The table below presents the maturity of the lease liabilities as of September 30, 2022: Operating leases 2022 $ 630,136 2023 1,855,165 2024 1,800,227 2025 1,251,911 2026 208,568 Thereafter 0 Total lease payments: 5,746,007 Less: present value discount (505,959 ) Total lease liabilities $ 5,240,048 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 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, and in 2020, 2021, and 2022 the Company continues to experience delays in certain products and materials, inflationary impacts and particularly labor force related issues. 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 continues to evolve 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, once the Bakersfield Renewable Diesel Refinery is operational, we expect that most of the costs of our inputs into our products can be passed on to the buyers of our products. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE L - SUBSEQUENT EVENTS None. |
SIGNIFICANT ACCOUNTING POLICI_2
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Restricted Cash | Restricted Cash In accordance with the Company’s credit facilities, 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. This interest is deposited into a designated account and the appropriate amount is paid to the lenders at the end of each quarter. Additionally, the construction funds are deposited into their own designated account and deposited from that designated account into a BKRF account only upon approval by the lenders to pay for specific construction, facility, and related costs. These two accounts are restricted and not directly accessible by the Company for general use, although these funds are assets of the Company. The Company estimates how much of this cash is likely to be capitalized into the Bakersfield Renewable Fuels Refinery project in the form of a long-term asset, and classifies this amount as long-term. The Company makes this determination based on its budget, recent and near-term invoicing, and internal projections. |
Cash and Cash Equivalents; Concentration of Credit Risk | Cash and Cash Equivalents; Concentration of Credit Risk The Company considers all highly liquid debt instruments maturing in six months or less to be cash and cash equivalents. The Company maintains cash and cash equivalents at high quality financial institutions. However, deposits exceed the federally insured limits. At September 30, 2022, the Company had approximately $5.3 million in uninsured cash. |
Foreign Currency Translation | Foreign Currency Translation Our Spanish subsidiary uses the Euro as its functional currency. Assets and liabilities are translated using exchange rates at the balance sheet dates, and revenues and expenses are translated at weighted average rates. Adjustments from the translation process are recognized in stockholders’ equity as a component of accumulated other comprehensive income (loss). During the three months ended September 30, 2022 the Company recognized income of $156 thousand and had no comparable foreign translation income or loss for the three months September 30, 2021. During the nine months ended September 30, 2022, the Company recognized income of $170 thousand and had no comparable foreign translation income or loss adjustments in the nine months ended September 30, 2021 |
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. On March 31, 2022, the Company recognized a loss in the amount of $319 thousand due to inventories being adjusted to the lower of cost or net realizable value. There were no lower of cost or net realizable value adjustments made to the inventory values reported as of September 30, 2022 and December 31, 2021. |
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 is being capitalized, which will continue until the refinery is placed in service. During the three months ended September 30, 2022 and September 30, 2021, interest of $14.9 million and $8.8 million, respectively, was capitalized and is included in property, plant and equipment, net. During the nine months ended September 30, 2022 and September 30, 2021, interest of $38.0 million and $21.5 million, respectively, was capitalized and is included in property, plant and equipment, net, for a total of $78.3 million of capitalized interest for the project. |
Long-Lived Assets | Long-lived Assets In accordance with U.S. GAAP for the impairment or disposal of long-lived assets, the carrying values of intangible assets and other long-lived assets are reviewed on a regular basis for the existence of facts or circumstances that may suggest impairment. The Company recognizes impairment when the aggregate of the expected undiscounted future cash flows is less than the carrying amount of the asset. Impairment losses, if any, are measured as the excess of the carrying amount of the asset over its estimated fair value. During the three and nine months ended September 30, 2022 and 2021, there were no impairment losses recognized -12- |
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 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 Bakersfield Renewable Fuels Refinery, these costs are being capitalized as part of the refinery until it is placed in service. The amortization of the debt issuance costs that are not capitalized are recorded as interest expense. At September 30, 2022 and December 31, 2021, unamortized debt issuance costs related to the Senior Credit Facility and Bridge Loan (see Note F) are classified as a direct deduction from the carrying amount of each credit facility; however, at December 31, 2021 unamortized debt issuance costs related to the Mezzanine Credit Facility (as defined below) are presented on the balance sheet as an asset as there had not been any borrowings on the Mezzanine Credit Facility. Effective as of February 23, 2022, the Mezzanine Credit Facility was assigned to and fully funded by GCEH, and as a result, the unamortized debt issuance costs of $3.9 million related to the Mezzanine Credit Facility was recorded as a loss on debt extinguishment in the nine months ended September 30, 2022. During the three months ended September 30, 2022 and September 30, 2021 there were no losses on debt extinguishment. During the nine months ended September 30, 2021 there were no losses on debt extinguishment. See Note F - Debt for more detail on the financing. |
Accrued Liabilities | Accrued Liabilities As of September 30, 2022 and December 31, 2021, accrued liabilities consists of: As of September 30, 2022 As of December 31, 2021 Accrued compensation and related liabilities $ 4,915,407 $ 3,818,701 Accrued interest payable 2,066,486 1,857,343 Accrued construction costs 120,137,628 27,045,738 Other accrued liabilities 4,476,533 3,677,671 Current portion of asset retirement obligations 4,404,256 2,530,000 Current portion of environmental liabilities 4,246,760 1,339,550 $ 140,247,070 $ 40,269,003 The Company has recorded amounts for services performed and invoiced from its EPC contractor through September 30, 2022 in accrued construction costs. |
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 due to various legal obligations to clean and/or dispose of these assets at the time they are retired. However, the majority of these assets can be used for extended and indeterminate periods of time provided that they are properly maintained and/or upgraded. It is our practice and intent to continue to maintain these assets and make improvements based on technological advances. In order to determine the fair value of the obligations, management must make certain estimates and assumptions including, among other things, projected cash flows, timing of such cash flows, a credit-adjusted risk-free rate and an assessment of market conditions that could significantly impact the estimated fair value of the asset retirement obligations. 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. 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 K - Commitments and Contingencies for more detail on environmental liabilities, which are accounted for separately from asset retirement obligations. The following table provides a reconciliation of the changes in asset retirement obligations for the nine months ended September 30, 2022 and the year ended December 31, 2021. Nine months ended September 30, 2022 Year ended December 31, 2021 Asset retirement obligations - beginning of period $ 20,191,429 $ 21,478,977 Disbursements (262,494 ) (2,265,557 ) Accretion 687,135 978,009 Asset retirement obligations - end of period $ 20,616,070 $ 20,191,429 The amounts shown as of September 30, 2022 and December 31, 2021 include $4.4 million and $2.5 million, respectively, which have been classified as current liabilities and included in accrued liabilities and $16.2 million and $17.7 million which have been classified as long term liabilities as of September 30, 2022 and December 31, 2021, respectively. |
Advances to Contractors | Advances to Contractors Upon the acquisition of the Bakersfield Biorefinery, the Company advanced $20.1 million to its primary construction contractor for invoices to be billed against the Guaranteed Maximum Price for the Engineering, Procurement and Construction (“EPC”) of the Bakersfield Renewable Fuels Project contract (“G-Max Contract”). These funds are credited against future invoices in accordance with an agreed schedule. In May 2021 we replaced our former contractor and entered into a new G-Max Contract with a new contractor. As of September 30, 2021, the $20.1 million advanced to the initial primary construction contractor has been reduced to zero and a new advance has been made to the new primary construction contractor in the amount of $17.8 million. The amount of $17.8 million has been fully utilized against progress billings as of September 30, 2022, resulting in $0.0 reflected as advances to contractor. As of December 31, 2021 advances to contractor were $10.0 million. |
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 September 30, 2022 and December 31, 2021 . |
Revenue Recognition | Revenue Recognition The Company recognizes revenue in accordance with ASC 606, Revenue From Contracts With Customers, using the following five-step model: (1) identify the contract with the customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract, and (5) recognize revenue. The Company is engaged in contracting with farmers to grow camelina grain that will be processed into oil for use in Bakersfield Biorefinery. The Company recognizes revenues upon the sale of its patented camelina seed to the farmers and also for the crushed camelina meal that it plans to sell to third party livestock and poultry operators. The Company recognized in the three months ended September 30, 2022 and September 30, 2021 $0.9 million and $0.0 million in revenue, respectively. The Company recognized in the nine months ended September 30, 2022 and September 30, 2021 $2.1 million and $0.2 million in revenue, respectively. Based upon the Company’s Product Offtake Agreement (see Note B - Liquidity), the Company expects to begin recognizing revenue from the sale of renewable diesel upon the start-up of the Bakersfield Renewable Fuels Refinery and upon such time the Company delivers on its performance obligations. |
Research and Development | Research and Development Research and development costs are charged to operating expenses when incurred, which were nominal for the three months and nine months ended September 30, 2022 and September 30, 2021. |
Fair Value Measurements and Fair Value of Financial Instruments | Fair Value Measurements and Fair Value of Financial Instruments As of September 30, 2022 and December 31, 2021, 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, and accounts payable and accrued liabilities approximate their fair value due to their short-term nature. As of September 30, 2022 and December 31, 2021, the carrying amounts of the Company's financial instruments that are not reported at fair value in the accompanying consolidated balance sheets, including the convertible note payable to the executive officer approximate their fair value due to the recent amendments that reflect current market conditions. The Class B Units, issued by BKRF HCB, LLC, are reported at fair value. Additionally, as further described below, the Company recognized a liability for a warrant commitment to its Senior Lenders at December 31, 2021 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 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, which was $2.25 per share, upon the completion of the Series C Preferred Stock financing (“Series C Financing”) for a term of five years from that date (the “Warrant Commitment Liability”) (See Note B). 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 as of September 30, 2022: Carrying Value Total Fair Value Quoted prices in active markets for identical assets - Level 1 Significant other observable inputs - Level 2 Significant unobservable inputs - Level 3 Liabilities Class B Units $ 14,859,000 $ 14,859,000 $ - $ - $ 14,859,000 The following is the recorded fair value of the Class B Units and the Warrant Commitment Liability as of December 31, 2021: Carrying Value Total Fair Value Quoted prices in active markets for identical assets - Level 1 Significant other observable inputs - Level 2 Significant unobservable inputs - Level 3 Liabilities Class B Units $ 21,628,689 $ 21,628,689 $ - $ - $ 21,628,689 Warrant Commitment Liability 19,215,140 19,215,140 - - 19,215,140 The following presents changes in the Class B Units for the three and nine months ending September 30, 2022: Three months ended September 30, 2022 Nine months ended September 30, 2022 Beginning Balance $ 8,520,914 $ 21,628,689 New unit issuances 3,043,000 3,043,000 Change in fair value recognized in earnings 3,295,086 (9,812,689 ) Ending Balance $ 14,859,000 $ 14,859,000 The following presents changes in the Warrant Commitment Liability for the three and nine months ending September 30, 2022: Three months ended September 30, 2022 Nine months ended September 30, 2022 Beginning Balance $ - $ 19,215,140 Change in fair value recognized in earnings - (4,515,307 ) Settled with issuance of warrants - (14,699,833 ) Ending Balance $ - $ - |
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, which are adjusted for current market conditions and various operational revisions, and the various metrics required to establish a reasonable estimate of the value of the Class B Units 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 dilutive for the three months and nine months ended September 30, 2022 and September 30, 2021 that were excluded from diluted earnings per share as they would have been anti-dilutive: Three months ended September 30, 2022 Three months ended September 30, 2021 Nine months ended September 30, 2022 Nine months ended September 30, 2021 Convertible notes and accrued interest 7,600,257 7,292,262 7,600,257 7,292,262 Convertible preferred stock - Series B - - - 781,552 Stock options and warrants 52,726,566 18,374,358 42,683,424 17,733,374 |
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 service-based 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. During April 2022, the Company issued 600,000 of market-based equity incentive options to an officer. There were no other market-based equity incentive options issued during 2021 or 2022. As these market-based options vest after the Company's common stock price has achieved a specified price per share as compared to the service-based stock options previously described that vest over the requisite service period, these options were valued and estimated using a Monte-Carlo simulation under a risk-neutral framework and the fair value was determined to be equal to the average value over 100,000 model iterations. Forfeitures are accounted for as incurred . |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2020, the FASB issued ASU 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity In October 2021, the FASB issued ASU 2021-08, Accounting for Contract Assets and Contract Liabilities from Contracts with Customers In November 2021, the FASB issued ASU 2021-10, Disclosures by Business Entities about Government Assistance |
Subsequent Events | Subsequent Events The Company has evaluated subsequent events through the date of issuance of the condensed consolidated financial statements. Where applicable, the notes to these condensed consolidated financial statements have been updated to discuss all significant subsequent events which have occurred. See Note L for a description of events occurring subsequent to September 30, 2022 not included elsewhere in these condensed consolidated financial statements. |
SIGNIFICANT ACCOUNTING POLICI_3
SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Schedule of accrued liabilities | As of September 30, 2022 and December 31, 2021, accrued liabilities consists of: As of September 30, 2022 As of December 31, 2021 Accrued compensation and related liabilities $ 4,915,407 $ 3,818,701 Accrued interest payable 2,066,486 1,857,343 Accrued construction costs 120,137,628 27,045,738 Other accrued liabilities 4,476,533 3,677,671 Current portion of asset retirement obligations 4,404,256 2,530,000 Current portion of environmental liabilities 4,246,760 1,339,550 $ 140,247,070 $ 40,269,003 |
Schedule of Asset Retirement Obligations | The following table provides a reconciliation of the changes in asset retirement obligations for the nine months ended September 30, 2022 and the year ended December 31, 2021. Nine months ended September 30, 2022 Year ended December 31, 2021 Asset retirement obligations - beginning of period $ 20,191,429 $ 21,478,977 Disbursements (262,494 ) (2,265,557 ) Accretion 687,135 978,009 Asset retirement obligations - end of period $ 20,616,070 $ 20,191,429 |
Schedule of changes in derivative liability | The following is the recorded fair value of the Class B Units as of September 30, 2022: Carrying Value Total Fair Value Quoted prices in active markets for identical assets - Level 1 Significant other observable inputs - Level 2 Significant unobservable inputs - Level 3 Liabilities Class B Units $ 14,859,000 $ 14,859,000 $ - $ - $ 14,859,000 The following is the recorded fair value of the Class B Units and the Warrant Commitment Liability as of December 31, 2021: Carrying Value Total Fair Value Quoted prices in active markets for identical assets - Level 1 Significant other observable inputs - Level 2 Significant unobservable inputs - Level 3 Liabilities Class B Units $ 21,628,689 $ 21,628,689 $ - $ - $ 21,628,689 Warrant Commitment Liability 19,215,140 19,215,140 - - 19,215,140 The following presents changes in the Class B Units for the three and nine months ending September 30, 2022: Three months ended September 30, 2022 Nine months ended September 30, 2022 Beginning Balance $ 8,520,914 $ 21,628,689 New unit issuances 3,043,000 3,043,000 Change in fair value recognized in earnings 3,295,086 (9,812,689 ) Ending Balance $ 14,859,000 $ 14,859,000 |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following table presents instruments that were potentially dilutive for the three months and nine months ended September 30, 2022 and September 30, 2021 that were excluded from diluted earnings per share as they would have been anti-dilutive: Three months ended September 30, 2022 Three months ended September 30, 2021 Nine months ended September 30, 2022 Nine months ended September 30, 2021 Convertible notes and accrued interest 7,600,257 7,292,262 7,600,257 7,292,262 Convertible preferred stock - Series B - - - 781,552 Stock options and warrants 52,726,566 18,374,358 42,683,424 17,733,374 |
Schedule of changes in the Lender warrant commitment liability | The following presents changes in the Warrant Commitment Liability for the three and nine months ending September 30, 2022: Three months ended September 30, 2022 Nine months ended September 30, 2022 Beginning Balance $ - $ 19,215,140 Change in fair value recognized in earnings - (4,515,307 ) Settled with issuance of warrants - (14,699,833 ) Ending Balance $ - $ - |
PROPERTY, PLANT AND EQUIPMENT (
PROPERTY, PLANT AND EQUIPMENT (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Plant and Equipment | Property, plant, and equipment as of September 30, 2022 and December 31, 2021 are as follows: September 30, 2022 December 31, 2021 Land $ 7,855,872 $ 7,855,872 Office equipment 2,000,240 1,980,160 Buildings(1) 2,053,570 5,486,575 Refinery and industrial equipment 87,464,149 87,072,163 Transportation equipment 468,587 421,302 Construction in process 431,012,157 209,775,838 Construction period interest 78,256,904 41,621,658 Total cost $ 609,111,479 $ 354,213,568 Less accumulated depreciation (1,281,022 ) (360,637 ) Property, plant and equipment, net $ 607,830,457 $ 353,852,931 (1) Includes assets under finance lease of $3.4 million, less accumulated depreciation of $ 0.0 |
INTANGIBLE ASSETS AND GOODWILL
INTANGIBLE ASSETS AND GOODWILL (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Notes to Financial Statements | |
Schedule of patent license assets | Intangible assets as of September 30, 2022 and December 31, 2021 are shown in the following table: September 30, 2022 December 31, 2021 Remaining Weighted Average Useful Life Gross Carrying Amount Accumulated Amortization Gross Carrying Amount Accumulated Amortization Indefinite Lived Intangible Assets Trade name - $ 90,000 $ - $ 90,000 $ - Definite Lived Intangible Assets Patent licenses 4 years 8,213,355 3,569,872 8,188,315 2,831,088 Developed seed variant technology 23 years 5,679,500 166,293 5,679,500 - Refinery permits 13 years 1,921,082 371,867 1,921,082 275,813 Total $ 15,903,937 $ 4,108,032 $ 15,878,897 $ 3,106,901 |
Schedule of estimated amortization expense | The estimated intangible asset amortization expense for 2022 through 2026 and thereafter is as follows: Estimated Amortization Expense September 30, 2022 through December 31, 2022 $ 338,373 2023 1,094,402 2024 965,204 2025 864,059 2026 848,773 Thereafter 7,685,094 Total $ 11,795,905 |
Schedule of Goodwill | Goodwill as of September 30, 2022 is shown in the following table: September 30, 2022 Balance as of December 31, 2021 $ 8,777,440 Adjustments to CCE Acquisition (See Note J) 1,547,459 Foreign currency adjustments (254,124 ) Balance as of September 30, 2022 $ 10,070,775 |
DEBT (Tables)
DEBT (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Debt | |
Schedule of notes payable and long-term debt | The table below summarizes our notes payable and long-term debt at September 30, 2022 and at December 31, 2021: September 30, 2022 December 31, 2021 Senior credit facility $ 393,330,834 $ 345,440,278 Bridge loan - 12,049,763 Fixed payment obligation 22,785,000 20,250,000 Finance lease obligation (see Note K) - 4,462,938 Other notes 3,588,235 3,478,931 Subtotal 419,704,069 385,681,910 Less: current portion of long-term debt (24,240,347 ) (35,223,402 ) Less: unamortized debt discount and issuance costs (38,997,160 ) (29,227,266 ) Subtotal 356,466,562 321,231,242 Convertible note payable to executive officer 1,000,000 1,000,000 Total $ 357,466,562 $ 322,231,242 |
Schedule of minimum required payments of notes payable and long-term debt | The following table summarizes the minimum required payments of notes payable and long-term debt as of September 30, 2022: Year Required Minimum Payments 2022 $ 556,759 2023 25,666,476 2024 1,000,000 2025 - 2026 393,480,834 Thereafter - Total $ 420,704,069 |
STOCK OPTIONS AND WARRANTS (Tab
STOCK OPTIONS AND WARRANTS (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Summary of option award activity and awards outstanding | A summary of the option award activity in 2022 and awards outstanding at September 30, 2022 (includes 50,000, 17,845,714 and 4,287,308 options under the 2010 Equity Incentive Plan, the non-plan and the 2020 Plan, respectively) is as follows: 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 Shares Under Option Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Aggregate Intrinsic Value Outstanding at December 31, 2021 19,547,520 $ 0.36 2.11 $ 87,636,744 Granted 3,081,203 2.89 - Exercised (310,500 ) 0.41 1,202,500 Forfeited (133,701 ) 2.67 - Expired (1,500 ) 0.66 Outstanding at September 30, 2022 22,183,022 $ 0.64 1.71 $ 30,621,739 Vested and exercisable at September 30, 2022 19,857,932 $ 0.35 1.36 $ 30,493,059 |
Schedule Of Significant Unobervable Inputs Used In The Measurement Of Fair Value Warrants | The Company valued this consideration in accordance with ASC 718, Compensation – Stock Compensation Expected Term (in Years) 6.4 Volatility 65-115 % Risk Free Rate 2.89 % Dividend Yield 0 |
Continuous Service Based Vesting Condition [Member] | |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | Expected Term (in Years) 3.2 Volatility 86.89 % Risk Free Rate 2.84 % Dividend Yield 0 Aggregate Grant Date Fair Value $ 1.72 |
ACQUISITIONS (Tables)
ACQUISITIONS (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
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 transactions. The purchase price allocation below for CCE was preliminary as of December 31, 2021 and was finalized as of September 30, 2022. Assets Agribody Technologies, Inc. as of April 15, 2021 Entira, Inc. as of November 17, 2021 Camelina Company Espana, S.L. as of December 29, 2021 Total of Acquisitions 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 name 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 During the nine months ended September 30, 2022, we recorded adjustments to the preliminary fair value estimates of assets acquired and liabilities assumed for CCE as of the acquisition date as noted in the table below: Assets Preliminary Adjustments As adjusted Cash and cash equivalents $ 151,188 $ - $ 151,188 Accounts receivable 1,094,894 (680,340 ) 414,554 Prepaid expense and other current assets 1,094,894 - 1,094,894 Property, plant, and equipment 598,619 - 598,619 Patents - - - Developed seed variant technology 5,679,500 - 5,679,500 Trade name - - - Goodwill 3,572,941 1,547,459 5,120,400 Liabilities Accounts payable and accrued liabilities (1,687,947 ) (867,119 ) (2,555,066 ) Long term liabilities (619,293 ) - (619,293 ) Deferred tax liabilities (1,623,599 ) - (1,623,599 ) Total fair value of net assets acquired 8,261,197 - 8,261,197 Less: Cash acquired (151,188 ) - (151,188 ) Total fair value of consideration transferred, net of cash acquired $ 8,110,009 $ - $ 8,110,009 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
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 September 30, 2022 and December 31, 2021: Leases Classification As of September As of December Assets Operating lease assets Operating lease right-of-use assets $ 5,674,378 $ 481,027 Finance lease assets Buildings, net of depreciation - 3,433,005 Total lease assets $ 5,674,378 $ 3,914,032 Liabilities Current Operating Current portion of operating lease obligations $ 1,655,199 $ 198,440 Finance Notes payable including current portion of long-term debt - 714,659 Non-current Operating Operating lease obligations, net of current portion 3,584,849 283,197 Finance Long-term debt, net - 2,831,284 Total lease liabilities $ 5,240,048 $ 4,027,580 |
Lease Cost | The table below presents the components of lease costs for the three and nine months ended September 30, 2022 and 2021: Three months ended September Three months ended September Nine months ended September Nine months ended September Operating lease cost $ 219,407 $ 13,576 $ 456,510 $ 40,377 Finance lease cost Amortization of leased assets - - 368,007 - Interest on lease liabilities - - 93,853 - Total lease costs $ 219,407 $ 13,576 $ 918,370 $ 40,377 The table below presents the weighted average remaining lease terms and weighted average discount rates for the Company's leases as of September 30, 2022 and December 31, 2021: As of September 30, As of December 31, Weighted average remaining lease term (in years) Operating leases 2.9 2.2 Financing leases - 4.8 Weighted average discount rate Operating leases 4.52 % 1.00 % Financing leases - 4.25 % |
Lessee, Operating Lease, Liability, Maturity [Table Text Block] | The table below presents the maturity of the lease liabilities as of September 30, 2022: Operating leases 2022 $ 630,136 2023 1,855,165 2024 1,800,227 2025 1,251,911 2026 208,568 Thereafter 0 Total lease payments: 5,746,007 Less: present value discount (505,959 ) Total lease liabilities $ 5,240,048 |
Finance Leases | The table below presents the maturity of the lease liabilities as of September 30, 2022: Operating leases 2022 $ 630,136 2023 1,855,165 2024 1,800,227 2025 1,251,911 2026 208,568 Thereafter 0 Total lease payments: 5,746,007 Less: present value discount (505,959 ) Total lease liabilities $ 5,240,048 |
ORGANIZATION AND BASIS OF PRE_2
ORGANIZATION AND BASIS OF PRESENTATION (Details Narrative) - Barrels [Member] - C A [Member] - Bakersfield Refinery Member [Member] - Bakers Renewable Fuels LLC [Member] | 9 Months Ended |
Sep. 30, 2022 bbl | |
Full production capacity per day | 15,000 |
Maximum [Member] | |
Full production capacity per day | 12,000 |
LIQUIDITY (Details Narrative)
LIQUIDITY (Details Narrative) $ / shares in Units, bbl in Millions | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||||||
Aug. 05, 2022 USD ($) $ / shares shares gal | Feb. 23, 2022 USD ($) Investors $ / shares shares | Feb. 28, 2022 bbl | Jun. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) $ / shares shares | Mar. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) $ / shares shares | Dec. 20, 2021 $ / shares | May 04, 2020 USD ($) | Apr. 30, 2019 bbl | |
Notes to Financial Statements [Line Items] | |||||||||||
Net Loss | $ 34,900,000 | ||||||||||
Accumulated deficit | 152,500,000 | ||||||||||
Working capital | 158,800,000 | ||||||||||
Restricted cash | 12,640 | $ 7,972,914 | |||||||||
Stockholders' deficit | $ 1,400,000 | ||||||||||
Gas balancing volume amount | bbl | 2.5 | ||||||||||
Percentage of products retained | 100 | ||||||||||
Oil and gas, delivery commitment, quantity committed | bbl | 13 | ||||||||||
Oil and gas delivery commitments and contracts | 3 years | ||||||||||
Number of shares sold | shares | 145,000 | ||||||||||
Number of securities called by warrants or rights | shares | 19,840 | ||||||||||
Warrants Per share price | $ / shares | $ 6.25 | $ 2.25 | |||||||||
Number Of Institutional Investors | Investors | 11 | ||||||||||
Aggregate Purchase Price | $ 5,000,000 | ||||||||||
Number Of Shares Acquired | shares | (830,526) | ||||||||||
Additional Capital | $ 130,067,339 | $ 51,142,220 | |||||||||
Cash | 6,816,096 | $ 2,957,296 | |||||||||
Transaction Amendment Agreement One [Member] | Exxon Mobile Renewables And Exxon Mobiles [Member] | |||||||||||
Notes to Financial Statements [Line Items] | |||||||||||
Oil and gas, delivery commitment, quantity committed | gal | 105,000,000 | ||||||||||
Oil and gas delivery commitments and contracts | 66 months | ||||||||||
Transaction Amendment Agreement Two [Member] | Exxon Mobile Renewables And Exxon Mobiles [Member] | |||||||||||
Notes to Financial Statements [Line Items] | |||||||||||
Oil and gas, delivery commitment, quantity committed | gal | 135 | ||||||||||
Senior Lenders [Member] | |||||||||||
Notes to Financial Statements [Line Items] | |||||||||||
Restricted cash | $ 0 | ||||||||||
SusOils subsidiary [Member] | |||||||||||
Notes to Financial Statements [Line Items] | |||||||||||
Warrants Per share price | $ / shares | $ 0.05076 | $ 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 | 18,547,731 | ||||||||||
Warrants Per share price | $ / shares | $ 2.25 | ||||||||||
Warrant Commitment Liability | shares | (5,017,008) | ||||||||||
GCEH Tranche II Warrants [Member] | Amendment Number Nine To The Senior Secured Credit Agreement [Member] | |||||||||||
Notes to Financial Statements [Line Items] | |||||||||||
Warrants Per share price | $ / shares | $ 2.25 | $ 2.25 | |||||||||
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% | ||||||||||
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 | ||||||||||
Number Of Institutional Investors | Investors | 11 | ||||||||||
Percentage Of Dividend | 15% | ||||||||||
Additional Capital | $ 9,900,000 | ||||||||||
BKRF OCB, LLC [Member] | |||||||||||
Notes to Financial Statements [Line Items] | |||||||||||
Line of credit facility, maximum borrowing capacity | $ 397,600,000 | ||||||||||
BKRF HCB LLC [Member] | |||||||||||
Notes to Financial Statements [Line Items] | |||||||||||
Line of credit facility, maximum borrowing capacity | 67,400,000 | ||||||||||
Subsequent Event [Member] | Senior Credit Agreement [Member] | Maximum [Member] | |||||||||||
Notes to Financial Statements [Line Items] | |||||||||||
Additional Capital | $ 20,000,000 | $ 10,000,000 | |||||||||
Senior Credit Facility [Member] | |||||||||||
Notes to Financial Statements [Line Items] | |||||||||||
Aggregate Purchase Price | $ 145,000,000 | ||||||||||
Cash paid for interest | $ 16,000,000 | ||||||||||
Cash | 60,000,000 | ||||||||||
Tranche B Senior Credit Facility [Member] | |||||||||||
Notes to Financial Statements [Line Items] | |||||||||||
Line of credit facility, maximum borrowing capacity | $ 397,600,000 | ||||||||||
Tranche B Senior Credit Facility [Member] | Amendment Number Nine To The Senior Secured Credit Agreement [Member] | |||||||||||
Notes to Financial Statements [Line Items] | |||||||||||
Line of credit facility, maximum borrowing capacity | $ 397,600,000 | 367,600,000 | |||||||||
Number of securities called by warrants or rights | shares | 7,468,929 | ||||||||||
Warrants Per share price | $ / shares | $ 2.25 | ||||||||||
Line of credit facility increase decrease in the credit capacity | $ 60,000,000 | $ 60,000,000 | |||||||||
Warrants and Rights Outstanding, Maturity Date | Dec. 23, 2028 | ||||||||||
Date the warrants or rights are exercisable | Sep. 30, 2022 | ||||||||||
Tranche Ii Warrants [Member] | Amendment Number Nine To The Senior Secured Credit Agreement [Member] | |||||||||||
Notes to Financial Statements [Line Items] | |||||||||||
Warrants Per share price | $ / shares | $ 2.25 | ||||||||||
Date the warrants or rights are exercisable | Dec. 23, 2028 | ||||||||||
Amendment To The Terms Of Warrants [Member] | |||||||||||
Notes to Financial Statements [Line Items] | |||||||||||
Warrants Per share price | $ / shares | $ 0.0507 | ||||||||||
Class Of Warrants Or Rights Exercise Price | $ 1 |
SIGNIFICANT ACCOUNTING POLICI_4
SIGNIFICANT ACCOUNTING POLICIES (Details1) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Organization And Significant Accounting Policies [Abstract] | ||
Accrued compensation and related liabilities | $ 4,915,407 | $ 3,818,701 |
Accrued interest payable | 2,066,486 | 1,857,343 |
Accrued construction costs | 120,137,628 | 27,045,738 |
Other accrued liabilities | 4,476,533 | 3,677,671 |
Current portion of asset retirement obligations | 4,404,256 | 2,530,000 |
Current portion of environmental liabilities | 4,246,760 | 1,339,550 |
Accrued Liabilities, Current | $ 140,247,070 | $ 40,269,003 |
SIGNIFICANT ACCOUNTING POLICI_5
SIGNIFICANT ACCOUNTING POLICIES (Details 2) - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Organization And Significant Accounting Policies [Abstract] | |||
Asset retirement obligations - beginning of period | $ 20,191,429 | $ 21,478,977 | $ 21,478,977 |
Disbursements | (262,494) | (2,265,557) | |
Accretion | 687,135 | $ 735,000 | 978,009 |
Asset retirement obligations - end of period | $ 20,616,070 | $ 20,191,429 |
SIGNIFICANT ACCOUNTING POLICI_6
SIGNIFICANT ACCOUNTING POLICIES (Details 3) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Fair Value | $ 14,900,000 | $ 21,600,000 |
Class B Units [Member] | ||
Carrying Value | 14,859,000 | 21,628,689 |
Fair Value | 14,859,000 | 21,628,689 |
Warrant Commitment Liability | 19,215,140 | |
Warrant Commitment Liability | 19,215,140 | |
Fair Value, Inputs, Level 3 [Member] | ||
Warrant Commitment Liability | 19,215,140 | |
Fair Value, Inputs, Level 3 [Member] | Class B Units [Member] | ||
Fair Value | $ 14,859,000 | $ 21,628,689 |
SIGNIFICANT ACCOUNTING POLICI_7
SIGNIFICANT ACCOUNTING POLICIES (Details 4) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Disclosure Organization and Significant Accounting Policies [Line Items] | ||||
Beginning Balance | $ 21,600,000 | |||
Change in fair value recognized in earnings | $ 3,295,086 | $ 2,849,573 | (9,812,689) | $ 5,943,485 |
Ending Balance | 14,900,000 | 14,900,000 | ||
Common Class B [Member] | Common Stock Subject to Mandatory Redemption [Member] | ||||
Disclosure Organization and Significant Accounting Policies [Line Items] | ||||
Beginning Balance | 8,520,914 | 21,628,689 | ||
New unit issuances | 3,043,000 | 3,043,000 | ||
Change in fair value recognized in earnings | 3,295,086 | (9,812,689) | ||
Ending Balance | $ 14,859,000 | $ 14,859,000 |
SIGNIFICANT ACCOUNTING POLICI_8
SIGNIFICANT ACCOUNTING POLICIES (Details 5) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Convertible notes and accrued interest | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 7,600,257 | 7,292,262 | 7,600,257 | 7,292,262 |
Convertible Preferred Stock - Series B | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 0 | 0 | 0 | 781,552 |
Stock Options and Warrants | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 52,726,566 | 18,374,358 | 42,683,424 | 17,733,374 |
SIGNIFICANT ACCOUNTING POLICI_9
SIGNIFICANT ACCOUNTING POLICIES (Details 6) - Lender Warrant Commitment Liability [Member] - USD ($) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2022 | Sep. 30, 2022 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Beginning Balance | $ 0 | $ 19,215,140 |
Change in fair value recognized in earnings | 0 | (4,515,307) |
Settled with issuance of warrants | 0 | (14,699,833) |
Ending Balance | $ 0 | $ 0 |
SIGNIFICANT ACCOUNTING POLIC_10
SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||||
Feb. 23, 2022 shares | Apr. 30, 2022 shares | Sep. 30, 2022 USD ($) | Mar. 31, 2022 USD ($) | Sep. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) Model shares | Sep. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) $ / shares | Dec. 20, 2021 $ / shares | Dec. 31, 2020 | |
Advance to Contractor | $ 17,800,000 | $ 20,100,000 | $ 17,800,000 | $ 20,100,000 | ||||||
New Advance To Contractor | 0 | 17,800,000 | 0 | 17,800,000 | $ 10,000,000 | |||||
Uninsured cash | 5,300,000 | 5,300,000 | ||||||||
Interest costs capitalized | 14,900,000 | 8,800,000 | 38,000,000 | 21,500,000 | ||||||
Capitalized interest costs | $ 78,300,000 | $ 78,300,000 | ||||||||
Percentage of valuation allowance on deferred tax assets | 100% | 100% | 100% | |||||||
Revenue from contract with customers excluding assesseed tax | $ 900,000 | 0 | $ 2,100,000 | 200,000 | ||||||
Asset Retirement Obligation, Current | 4,404,256 | 4,404,256 | $ 2,530,000 | |||||||
Asset Retirement Obligations, Noncurrent | 16,211,814 | 16,211,814 | $ 17,661,429 | |||||||
Gain (Loss) on Extinguishment of Debt | 0 | 0 | (3,972,568) | 0 | ||||||
Inventory Write-down | $ 319,000 | |||||||||
Class of warrant or right, exercise price of warrants or rights | $ / shares | $ 6.25 | $ 2.25 | ||||||||
Foreign translation income or loss | 156,000 | $ 0 | 170,000 | $ 0 | ||||||
Inventory Adjustments | 0 | $ 0 | $ 0 | |||||||
Number of model iterations | Model | 100,000 | |||||||||
Equity incentive option | ||||||||||
Stock Based Compensation issued | shares | 600,000 | |||||||||
Senior Credit Facility [Member] | ||||||||||
Warrants Issued During Period Shares | shares | 5,017,008 | 5,017,008 | ||||||||
Percentage of Warrant Commitment Liability | 1% | |||||||||
Warrant Commitment Liability | 4,100,000 | $ 4,100,000 | ||||||||
Escalation Rate [Member] | ||||||||||
Asset retirement obligation measurement input | 3.33 | |||||||||
Bakersfield Refinery | ||||||||||
Advance to Contractor | $ 20,100,000 | 20,100,000 | ||||||||
Bakers Renewable Fuels LLC [Member] | ||||||||||
Gain (Loss) on Extinguishment of Debt | $ 3,900,000 | |||||||||
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 | |||||||||
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 |
PROPERTY, PLANT AND EQUIPMENT_2
PROPERTY, PLANT AND EQUIPMENT (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 | |
Property, plant and equipment, cost | $ 609,111,479 | $ 354,213,568 | |
Less accumulated depreciation | (1,281,022) | (360,637) | |
Property, plant and equipment, net | 607,830,457 | 353,852,931 | |
Land [Member] | |||
Property, plant and equipment, cost | 7,855,872 | 7,855,872 | |
Office equipment [Member] | |||
Property, plant and equipment, cost | 2,000,240 | 1,980,160 | |
Buildings [Member] | |||
Property, plant and equipment, cost | [1] | 2,053,570 | 5,486,575 |
Gross assets under finance lease | 3,400,000 | ||
Finance lease right of asset accumulated depreciation and amortization | 0 | ||
Refinery and industrial equipment | |||
Property, plant and equipment, cost | 87,464,149 | 87,072,163 | |
Transportation Equipment [Member] | |||
Property, plant and equipment, cost | 468,587 | 421,302 | |
Construction in progress [Member] | |||
Property, plant and equipment, cost | 431,012,157 | 209,775,838 | |
Construction period interest [Member] | |||
Property, plant and equipment, cost | $ 78,256,904 | $ 41,621,658 | |
[1]Includes assets under finance lease of $3.4 million, less accumulated depreciation of $0.0 million as of December 31, 2021. The related amortization expense for assets under finance lease is included in depreciation on our consolidated statement of operations. The lease was reassessed in September 2022 which resulted in reclassification of the finance lease as an operating lease. See Note K. |
PROPERTY, PLANT AND EQUIPMENT_3
PROPERTY, PLANT AND EQUIPMENT (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Property, Plant and Equipment [Line Items] | ||||
Depreciation | $ 225,335 | $ 34,825 | $ 1,018,867 | $ 88,541 |
Bakersfield Renewable Fuels LLC [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Depreciation | $ 225,000 | $ 35,000 | $ 1,019,000 | $ 89,000 |
INTANGIBLE ASSETS AND GOODWIL_2
INTANGIBLE ASSETS AND GOODWILL (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Gross Carrying Amount | $ 15,903,937 | $ 15,878,897 |
Accumulated Amorization | 4,108,032 | 3,106,901 |
Patents [Member] | ||
Gross Carrying Amount | 8,213,355 | 8,188,315 |
Accumulated Amorization | 3,569,872 | 2,831,088 |
Developed Seed Variant Technology [Member] | ||
Gross Carrying Amount | 5,679,500 | 5,679,500 |
Accumulated Amorization | 166,293 | |
Refinery Permits [Member] | ||
Gross Carrying Amount | 1,921,082 | 1,921,082 |
Accumulated Amorization | 371,867 | 275,813 |
Trade Name [Member] | ||
Gross Carrying Amount | $ 90,000 | $ 90,000 |
INTANGIBLE ASSETS AND GOODWIL_3
INTANGIBLE ASSETS AND GOODWILL (Details 2) | Sep. 30, 2022 USD ($) |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | |
2022 | $ 338,373 |
2023 | 1,094,402 |
2024 | 965,204 |
2025 | 864,059 |
2026 | 848,773 |
Thereafter | 7,685,094 |
Total | $ 11,795,905 |
INTANGIBLE ASSETS AND GOODWIL_4
INTANGIBLE ASSETS AND GOODWILL (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Notes to Financial Statements [Line Items] | ||||
Amortization of intangible assets | $ 338,000 | $ 299,000 | $ 1,014,000 | $ 604,000 |
INTANGIBLE ASSETS AND GOODWIL_5
INTANGIBLE ASSETS AND GOODWILL (Details 3) | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Goodwill [Line Items] | |
Balance Beginning | $ 8,777,440 |
Adjustments to CCE Acquisition | 1,547,459 |
Foreign currency adjustments | (254,124) |
Balance Ending | $ 10,070,775 |
DEBT (Details)
DEBT (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Notes Payable | ||
Senior credit facility | $ 393,330,834 | $ 345,440,278 |
Bridge loan | 0 | 12,049,763 |
Fixed payment obligation | 22,785,000 | 20,250,000 |
Finance lease obligation | 0 | 4,462,938 |
Other notes - current | 3,588,235 | 3,478,931 |
Subtotal | 419,704,069 | 385,681,910 |
Less: Current portion of long-term debt | (24,240,347) | (35,223,402) |
Less: unamortized debt discount and issuance costs | (38,997,160) | (29,227,266) |
Notes Payable | 356,466,562 | 321,231,242 |
Convertible Notes Payable | ||
Convertible note payable to executive officer | 1,000,000 | 1,000,000 |
Debt | $ 357,466,562 | $ 322,231,242 |
DEBT (Details 2)
DEBT (Details 2) | Sep. 30, 2022 USD ($) |
Disclosure Text Block [Abstract] | |
2022 | $ 556,759 |
2023 | 25,666,476 |
2024 | 1,000,000 |
2025 | 0 |
2026 | 393,480,834 |
Thereafter | 0 |
Total | $ 420,704,069 |
DEBT (Details Narrative)
DEBT (Details Narrative) | 1 Months Ended | 2 Months Ended | 3 Months Ended | 9 Months Ended | |||||||||||||||||
Sep. 30, 2022 USD ($) $ / shares shares | Aug. 05, 2022 USD ($) | Feb. 23, 2022 USD ($) shares | Feb. 02, 2022 | Dec. 20, 2021 USD ($) bbl | Sep. 15, 2021 USD ($) | Mar. 26, 2021 USD ($) shares | May 04, 2020 USD ($) | Jun. 30, 2020 USD ($) | Sep. 15, 2021 USD ($) | Jun. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) Month $ / shares shares | Sep. 30, 2021 USD ($) | May 11, 2022 USD ($) | Jan. 07, 2022 USD ($) | Dec. 31, 2021 USD ($) | Jul. 29, 2021 USD ($) | Apr. 30, 2020 USD ($) | Mar. 31, 2020 USD ($) | Dec. 31, 2018 | Oct. 16, 2018 USD ($) | |
Convertible note payable | $ 0 | $ 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 | $ 16,500,000 | ||||||||||||||||||||
Debt instrument face value | $ 22,800,000 | ||||||||||||||||||||
Other notes payable current | 3,588,235 | 3,588,235 | $ 3,478,931 | ||||||||||||||||||
Shares subject to mandatory redemption settlement terms fair value of shares | 14,900,000 | $ 14,900,000 | 21,600,000 | ||||||||||||||||||
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 | ||||||||||||||||||||
Line of Credit Facility, Expiration Date | Nov. 04, 2026 | ||||||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 3,100,000 | ||||||||||||||||||||
Debt Instrument, Decrease, Forgiveness | $ 600,000 | ||||||||||||||||||||
Payment Of Borrowings | 20,300,000 | 20,300,000 | |||||||||||||||||||
Contractual Obligation | 1,500,000 | 1,500,000 | $ 6,200,000 | ||||||||||||||||||
Proceeds from long term line of credit | 30,000,000 | $ 133,308,370 | |||||||||||||||||||
Bakersfield Renewable Fuels LLC [Member] | |||||||||||||||||||||
Working capital facility maximum amount that may be entered into without the senior lenders consent | $ 125,000,000 | $ 125,000,000 | |||||||||||||||||||
Date from which the working capital facility may be availed | Oct. 01, 2022 | ||||||||||||||||||||
Number of days by which the working capital facility may be extended | 90 days | ||||||||||||||||||||
Number of days within which the construction of the refinery shall be completed | 90 days | ||||||||||||||||||||
Maximum extension given to complete the rettoling of the facility from the orignal date in which the job must have been substantially completed | 6 months | ||||||||||||||||||||
Thirtieth September Two Thousand And Twenty Two [Member] | Bakersfield Renewable Fuels LLC [Member] | |||||||||||||||||||||
Percentage of interest payment deferred | 100% | 100% | |||||||||||||||||||
Thirty First December Two Thousand And Twenty Two [Member] | Bakersfield Renewable Fuels LLC [Member] | |||||||||||||||||||||
Percentage of interest payment deferred | 100% | 100% | |||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 10,000,000 | $ 4,960 | |||||||||||||||||||
Common Stock Subject to Mandatory Redemption [Member] | |||||||||||||||||||||
Percentage of available cash after payment of principal interest and operating expenses eligible for distribution | 25 | ||||||||||||||||||||
Aggregate cumulative amount payable maximum | $ 735,200,000 | $ 735,200,000 | |||||||||||||||||||
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 | ||||||||||||||||||||
Commodity [Member] | Ultra Sulphur Diesel [Member] | Call Option [Member] | Amended Derivative Forward Contract [Member] | |||||||||||||||||||||
Derivative liabilities at fair value | $ 24,800,000 | ||||||||||||||||||||
Payment of derivative liability | $ 4,500,000 | ||||||||||||||||||||
Senior Credit Facility [Member] | |||||||||||||||||||||
Line of Credit Facility, Expiration Date | Nov. 04, 2026 | ||||||||||||||||||||
Series C Preferred Financing [Member] | |||||||||||||||||||||
Other reserves | $ 35,000,000 | ||||||||||||||||||||
Working Capital Facility [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 | $ 125,000,000 | ||||||||||||||||||||
Senior secured term loan facility [Member] | |||||||||||||||||||||
Debt Instrument, Debt Default, Amount | 115,000,000 | 115,000,000 | |||||||||||||||||||
Senior secured term loan facility [Member] | Common Stock [Member] | |||||||||||||||||||||
Debt Instrument, Convertible, Number of equity instruments | bbl | 5,017,008 | ||||||||||||||||||||
Senior secured term loan facility [Member] | Bakersfield Renewable Fuels LLC [Member] | |||||||||||||||||||||
Line of credit facility, current borrowing capacity | $ 300,000,000 | ||||||||||||||||||||
Line of Credit Facility, Interest Rate During Period | 12.50% | ||||||||||||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 317,600,000 | ||||||||||||||||||||
Additional Contingency reserve | $ 35,000,000 | ||||||||||||||||||||
Senior secured term loan facility [Member] | Amendment Number Nine To The Senior Secured Credit Agreement [Member] | |||||||||||||||||||||
Line of credit increase accrued interest | 3.5 | ||||||||||||||||||||
Tranche B Senior Credit Facility [Member] | |||||||||||||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 397,600,000 | ||||||||||||||||||||
Cumulative amount borrowed | 367,600,000 | 367,600,000 | |||||||||||||||||||
Proceeds from long term line of credit | 30,000,000 | ||||||||||||||||||||
Line of Credit facility, initiation date | Mar. 31, 2023 | ||||||||||||||||||||
Tranche B Senior Credit Facility [Member] | Bakersfield Renewable Fuels LLC [Member] | |||||||||||||||||||||
Line of Credit facility, initiation date | Mar. 31, 2023 | ||||||||||||||||||||
Tranche B Senior Credit Facility [Member] | Amendment Number Nine To The Senior Secured Credit Agreement [Member] | |||||||||||||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | 367,600,000 | $ 397,600,000 | 367,600,000 | ||||||||||||||||||
Line of credit increase accrued interest | 11,800,000 | ||||||||||||||||||||
Line of credit | $ 393,300,000 | 393,300,000 | |||||||||||||||||||
Line of credit facility increase decrease in the credit capacity | $ 60,000,000 | $ 60,000,000 | |||||||||||||||||||
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 | $ 20,000,000 | |||||||||||||||||||
Maximum | Convertible Notes Payable To Related Party [Member] | |||||||||||||||||||||
Debt instrument conversion price per share | $ / shares | $ 1.48 | $ 1.48 | |||||||||||||||||||
Maximum | Senior secured term loan facility [Member] | |||||||||||||||||||||
Line of Credit Facility, Expiration Date | Feb. 23, 2022 | ||||||||||||||||||||
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 | Bridge Loan Facility [Member] | |||||||||||||||||||||
Line of Credit Facility, Expiration Date | Feb. 23, 2022 | ||||||||||||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 20,000,000 | $ 8,000,000 | |||||||||||||||||||
Minimum | Convertible Notes Payable To Related Party [Member] | |||||||||||||||||||||
Debt instrument conversion price per share | $ / shares | $ 0.3 | $ 0.3 | |||||||||||||||||||
Minimum | Senior secured term loan facility [Member] | |||||||||||||||||||||
Line of Credit Facility, Expiration Date | Jan. 31, 2022 | ||||||||||||||||||||
Minimum | Bridge Loan Facility [Member] | |||||||||||||||||||||
Line of Credit Facility, Expiration Date | Jan. 31, 2022 | ||||||||||||||||||||
Notes Payable Due On Demand [Member] | Prior To Two Thousand And Nineteen [Member] | |||||||||||||||||||||
Other notes payable current | $ 1,300,000 | $ 1,300,000 | |||||||||||||||||||
Short term debt fixed interest rate percentage | 18% | 18% | |||||||||||||||||||
Notes Payable For The Financing Of Insurance Premiums [Member] | |||||||||||||||||||||
Debt instrument number of monthly installments | seventeen | ||||||||||||||||||||
Notes Payable For The Financing Of Insurance Premiums [Member] | Bakersfield Refinery [Member] | |||||||||||||||||||||
Percentage of annual premiums paid | 35% | ||||||||||||||||||||
Long term debt fixed stated interest rate percentage | 3.80% | 3.80% | |||||||||||||||||||
Insurance policy premium payable current | $ 4,500,000 | $ 4,500,000 | |||||||||||||||||||
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 | $ 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% | 10% | |||||||||||||||||||
Convertible Notes Payable To Third Parties [Member] | Minimum | |||||||||||||||||||||
Long term debt fixed stated interest rate percentage | 8% | 8% | |||||||||||||||||||
Several Policies [Member] | Maximum | |||||||||||||||||||||
Long term debt fixed stated interest rate percentage | 5.15% | 5.15% | |||||||||||||||||||
Several Policies [Member] | Minimum | |||||||||||||||||||||
Long term debt fixed stated interest rate percentage | 4.90% | 4.90% | |||||||||||||||||||
Class B Units [Member] | |||||||||||||||||||||
Shares subject to mandatory redemption settlement terms fair value of shares | $ 14,859,000 | $ 14,859,000 | 21,628,689 | ||||||||||||||||||
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 | $ 180,000 | $ 180,000 | $ 160,000 | ||||||||||||||||||
Debt instrument conversion price per share | $ / shares | $ 0.154 | $ 0.154 | |||||||||||||||||||
Chief Executive Officer and President | Convertible Notes Payable To Third Parties [Member] | |||||||||||||||||||||
Long term debt fixed stated interest rate percentage | 5% | ||||||||||||||||||||
Debt instrument, Maturity date range, End | Feb. 23, 2024 | ||||||||||||||||||||
Debt Instrument, Convertible, Number of equity instruments | shares | 7,616,305 | ||||||||||||||||||||
BKRF HCB LLC [Member] | Class B Units [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 | 367,600,000 | 367,600,000 | |||||||||||||||||||
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) | 3 Months Ended | 9 Months Ended | |||||||
May 15, 2022 shares | Apr. 21, 2022 shares | Feb. 23, 2022 USD ($) Investors $ / shares shares | Nov. 06, 2007 USD ($) $ / shares shares | Sep. 30, 2022 USD ($) shares | Jun. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) shares | Dec. 31, 2021 USD ($) $ / shares shares | Dec. 20, 2021 $ / shares | |
Stock Issued During Period, Value, Acquisitions | $ | $ 5,000,000 | ||||||||
Stock Issued During Period, Shares, Acquisitions | shares | 830,526 | ||||||||
Convertible Preferred Stock, Shares Issued upon Conversion | shares | 1,181,819 | ||||||||
Preferred Stock, Value, Issued | $ | $ 0 | ||||||||
Additional Paid in Capital | $ | $ 130,067,339 | $ 130,067,339 | $ 51,142,220 | ||||||
Temporary Equity, Accretion of Dividends | $ | $ 3,500,000 | ||||||||
Sale of Stock, Number of Shares Issued in Transaction | shares | 145,000 | ||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 19,840 | ||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 6.25 | $ 2.25 | |||||||
Number Of Institutional Investors | Investors | 11 | ||||||||
GCEH Warrants [Member] | |||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 18,547,731 | ||||||||
Warrant Commitment Liability Shares | (5017008.00%) | ||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 2.25 | ||||||||
Senior Credit Facility [Member] | |||||||||
Stock Issued During Period, Value, Acquisitions | $ | $ 145,000,000 | ||||||||
Warrant Commitment Liability Shares | 1% | ||||||||
Agribody Technologies, Inc [Member] | |||||||||
Stock Issued During Period, Shares, Acquisitions | shares | 50,000 | 50,000 | |||||||
Director [Member] | |||||||||
Stock issued during period exercise of options shares | shares | 50,000 | ||||||||
Consultant [Member] | |||||||||
Stock issued during period exercise of options shares | shares | 160,000 | ||||||||
Employees [Member] | |||||||||
Stock issued during period exercise of options shares | shares | 100,500 | ||||||||
Stock Options [Member] | |||||||||
Stock issued during period exercise of options shares | shares | 0 | 310,500 | |||||||
Series C Preferred Stock [Member] | |||||||||
Proceeds from Issuance of Secured Debt | $ | 20,000,000 | ||||||||
Additional Paid in Capital | $ | $ 9,900,000 | ||||||||
Temporary Equity, Accretion of Dividends | $ | $ 1,800,000 | ||||||||
Cumulative Dividends | $ | $ 13,500,000 | $ 13,500,000 | |||||||
Dividends | $ | $ 5,800,000 | ||||||||
Sale of Stock, Number of Shares Issued in Transaction | shares | 145,000 | ||||||||
Number Of Institutional Investors | Investors | 11 | ||||||||
Two Investors | Series B Convertible Preferred Stock | |||||||||
Preferres stock shares sold | shares | 13,000 | ||||||||
Proceeds from sale of stock | $ | $ 1,300,000 | ||||||||
Offering cost | $ | $ 9,265 | ||||||||
Sale of stock price per share | $ / shares | $ 100 |
STOCK OPTIONS AND WARRANTS (Det
STOCK OPTIONS AND WARRANTS (Details) - Option [Member] - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Options, Outstanding, Beginning Balance | 19,547,520 | 19,230,214 | |
Options, Granted | 3,081,203 | 543,240 | |
Options, Exercised | (310,500) | (112,432) | |
Options, Forfeited | (133,701) | (109,878) | |
Options, Expired | (1,500) | (3,624) | |
Options, Outstanding, Ending Balance | 22,183,022 | 19,547,520 | |
Options Exercisable | 19,857,932 | 18,743,542 | |
Options, Outstanding, Weighted Average Exercise Price, Beginning Balance | $ 0.36 | $ 0.16 | |
Options, Granted, Weighted Average Exercise Price | 2.89 | $ 5.58 | |
Options, Exercise, Weighted Average Exercise Price | 0.41 | 0.04 | |
Options, Forfeited, Weighted Average Exercise Price | 2.67 | 5.63 | |
Options, Expired, Weighted Average Exercise Price | 0.66 | 4.76 | |
Options, Outstanding, Weighted Average Exercise Price, Ending Balance | 0.64 | 0.36 | |
Options Exercisable, Exercise Price | $ 0.35 | $ 0.25 | |
Options, Outstanding, Weighted Average Remaining Contractual Term | 1 year 8 months 15 days | 2 years 1 month 9 days | 2 years 9 months 21 days |
Options, Vested and Exercisable, Weighted Average Remaining Contractual Life | 1 year 4 months 9 days | 2 years 14 days | |
Options, Outstanding, Intrinsic Value, Beginning Balance | $ 87,636,744 | $ 30,044,649 | |
Options, Outstanding, Intrinsic Value, Exercised | 1,202,500 | $ 616,314 | |
Options, Outstanding, Intrinsic Value, Ending Balance | 30,621,739 | 87,636,744 | |
Options Exercisable, Intrinsic Value | $ 30,493,059 | $ 85,801,930 |
STOCK OPTIONS AND WARRANTS (D_2
STOCK OPTIONS AND WARRANTS (Details 2) | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Continuous Service Based Vesting Condition [Member] | |
Expected Term (in Years) | 3 years 2 months 12 days |
Volatility | 86.89% |
Risk free Rate | 2.84% |
Dividend Yield | 0% |
Aggregate Grant Date Fair value | $ 1.72 |
Market Based Vesting Condition [Member] | |
Expected Term (in Years) | 2 years 3 months 18 days |
Volatility | 87.90% |
Risk free Rate | 2.80% |
Dividend Yield | 0% |
Aggregate Grant Date Fair value | $ 2.14 |
STOCK OPTIONS AND WARRANTS (D_3
STOCK OPTIONS AND WARRANTS (Details 3) | Sep. 30, 2022 USD ($) yr |
Measurement Input, Risk Free Interest Rate [Member] | |
Disclosure In Tabular Form OfSignificant Unobervable Inputs Used In The Measurement Of Fair Value Warrants [Line Items] | |
Warrants and Rights Outstanding, Measurement Input | $ | 0 |
Consideration Payable To Customer [Member] | Measurement Input, Expected Term [Member] | |
Disclosure In Tabular Form OfSignificant Unobervable Inputs Used In The Measurement Of Fair Value Warrants [Line Items] | |
Warrants and Rights Outstanding, Measurement Input | yr | 6.4 |
Consideration Payable To Customer [Member] | Measurement Input, Risk Free Interest Rate [Member] | |
Disclosure In Tabular Form OfSignificant Unobervable Inputs Used In The Measurement Of Fair Value Warrants [Line Items] | |
Warrants and Rights Outstanding, Measurement Input | 2.89 |
Consideration Payable To Customer [Member] | Maximum [Member] | Measurement Input, Price Volatility [Member] | |
Disclosure In Tabular Form OfSignificant Unobervable Inputs Used In The Measurement Of Fair Value Warrants [Line Items] | |
Warrants and Rights Outstanding, Measurement Input | 115 |
Consideration Payable To Customer [Member] | Minimum [Member] | Measurement Input, Price Volatility [Member] | |
Disclosure In Tabular Form OfSignificant Unobervable Inputs Used In The Measurement Of Fair Value Warrants [Line Items] | |
Warrants and Rights Outstanding, Measurement Input | 65 |
STOCK OPTIONS AND WARRANTS (D_4
STOCK OPTIONS AND WARRANTS (Details 3) (Parenthetical) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2022 USD ($) | Sep. 30, 2022 USD ($) | |
Disclosure In Tabular Form OfSignificant Unobervable Inputs Used In The Measurement Of Fair Value Warrants [Line Items] | ||
Capitalized contract costs net | $ 15,618,495 | $ 15,618,495 |
Contract Asset Related Party [Member] | ||
Disclosure In Tabular Form OfSignificant Unobervable Inputs Used In The Measurement Of Fair Value Warrants [Line Items] | ||
Capitalized contract costs net | 15,600,000 | 15,600,000 |
Amortization of capitalized contract cost | $ 0 | $ 0 |
STOCK OPTIONS AND WARRANTS (D_5
STOCK OPTIONS AND WARRANTS (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||||||||
Aug. 30, 2022 | Apr. 30, 2021 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Aug. 05, 2022 | Feb. 23, 2022 | Dec. 31, 2021 | Dec. 20, 2021 | Apr. 30, 2020 | |
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 19,840 | |||||||||||||
Class of warrant or right, exercise price of warrants or rights | $ 6.25 | $ 2.25 | ||||||||||||
Proceeds from warrant exercises | $ 124,000 | |||||||||||||
Shares Issued, Value, Share-based Payment Arrangement, after Forfeiture | $ 48,350 | $ 77,900 | $ 1,495 | $ 9,344 | ||||||||||
SusOils subsidiary [Member] | ||||||||||||||
Class of warrant or right, exercise price of warrants or rights | $ 0.05076 | $ 1.675 | ||||||||||||
Amendment Number Nine To The Senior Secured Credit Agreement [Member] | Tranche B Senior Credit Facility [Member] | ||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 7,468,929 | |||||||||||||
Class of warrant or right, exercise price of warrants or rights | $ 2.25 | |||||||||||||
Warrants and Rights Outstanding, Maturity Date | Dec. 23, 2028 | |||||||||||||
Amendment To The Terms Of Warrants [Member] | SusOils subsidiary [Member] | ||||||||||||||
Warrants and Rights Outstanding, Maturity Date | Dec. 28, 2028 | |||||||||||||
Stock Purchase Warrants And Call Option [Member] | ||||||||||||||
Proceeds from warrant exercises | $ 41,700,000 | |||||||||||||
Warrants term | 5 years | |||||||||||||
Percentage of warrants exercise in subsidiary | 33% | |||||||||||||
Stock Purchase Warrants And Call Option [Member] | Maximum [Member] | ||||||||||||||
Proceeds from Issuance of Warrants | $ 1,000,000 | |||||||||||||
Stock Purchase Warrants And Call Option [Member] | Minimum [Member] | ||||||||||||||
Proceeds from Issuance of Warrants | $ 14,600,000 | |||||||||||||
Stock Purchase Warrants And Call Option [Member] | Warrants Tranche One [Member] | ||||||||||||||
Class of warrant or right, exercise price of warrants or rights | $ 2.25 | |||||||||||||
Warrants and Rights Outstanding, Maturity Date | Feb. 22, 2027 | |||||||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 18,547,731 | |||||||||||||
Stock Purchase Warrants And Call Option [Member] | Warrants Tranche Two [Member] | ||||||||||||||
Class of warrant or right, exercise price of warrants or rights | 3.75 | |||||||||||||
Warrants and Rights Outstanding, Maturity Date | Feb. 22, 2028 | |||||||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 6,500,000 | |||||||||||||
Stock Purchase Warrants And Call Option [Member] | Warrants Tranche Three [Member] | ||||||||||||||
Class of warrant or right, exercise price of warrants or rights | $ 1.675 | |||||||||||||
Warrants and Rights Outstanding, Maturity Date | Feb. 27, 2027 | |||||||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 19,701,493 | |||||||||||||
GCEH Tranche II Warrants [Member] | Exxonmobils Investment [Member] | ||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 6,500,000 | |||||||||||||
Class of warrant or right, exercise price of warrants or rights | $ 3.75 | |||||||||||||
Class of warrants or issued during the period units | 2,489,643 | |||||||||||||
Class of warrants and rights issued and excercisable units | 22,400,000 | 22,400,000 | ||||||||||||
GCEH Tranche II Warrants [Member] | Amendment Number Nine To The Senior Secured Credit Agreement [Member] | ||||||||||||||
Class of warrant or right, exercise price of warrants or rights | $ 2.25 | $ 2.25 | $ 2.25 | |||||||||||
Employee Stock Option [Member] | ||||||||||||||
Aggregate Grant Date Fair value | $ 100,000 | |||||||||||||
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 | $ 737,000 | $ 194,000 | $ 1,545,000 | $ 450,000 | ||||||||||
Investors [Member] | ||||||||||||||
Class of Warrants Issued During The Period Value | $ 3,100,000 | |||||||||||||
Warrants term | 5 years | |||||||||||||
Two Thousand and Twenty Plan Equity Incentive Plan [Member] | ||||||||||||||
Common stock were reserved for issuance | 2,450,010 | 2,450,010 | ||||||||||||
Stock options granted | 3,081,203 | |||||||||||||
Options outstanding | 4,287,308 | 4,287,308 | ||||||||||||
Option term | five-year | |||||||||||||
Exercise price | $ 3.6 | |||||||||||||
Percentage of stock options vested | 50% | |||||||||||||
Two Thousand and Twenty Plan Equity Incentive Plan [Member] | Tranche [Member] | GCEHs common stock [Member] | ||||||||||||||
Percentage of stock options vested | 50% | |||||||||||||
Number of Stock Options shares vested | 200,000 | |||||||||||||
Two Thousand and Twenty Plan Equity Incentive Plan [Member] | Tranche one [Member] | ||||||||||||||
stock option per share | $ 10 | |||||||||||||
Number of Consecutive trading days for Stock Options vesting | 45 days | |||||||||||||
Two Thousand and Twenty Plan Equity Incentive Plan [Member] | Tranche Two [Member] | ||||||||||||||
stock option per share | $ 15 | |||||||||||||
Two Thousand and Twenty Plan Equity Incentive Plan [Member] | Tranche three [Member] | ||||||||||||||
stock option per share | $ 20 | |||||||||||||
Number of Consecutive trading days for Stock Options vesting | 45 days | |||||||||||||
Two Thousand and Twenty Plan Equity Incentive Plan [Member] | President [Member] | ||||||||||||||
Stock options granted | 1,200,000 | |||||||||||||
Two Thousand and Twenty Plan Equity Incentive Plan [Member] | Share-based Payment Arrangement, Employee [Member] | ||||||||||||||
Stock options granted | 2,981,203 | |||||||||||||
Two Thousand and Twenty Plan Equity Incentive Plan [Member] | Share-based Payment Arrangement, Nonemployee [Member] | ||||||||||||||
Stock options granted | 100,000 | |||||||||||||
The Non Plan [Member] | ||||||||||||||
Options outstanding | 17,845,714 | 17,845,714 | ||||||||||||
Two Thousand And Ten Equity Incentive Plan [Member] | ||||||||||||||
Options outstanding | 50,000 | 50,000 | ||||||||||||
Twenty Ten stock plan [Member] | ||||||||||||||
Common stock were reserved for issuance | 2,000,000 | |||||||||||||
Award Term | 10 years | |||||||||||||
Market Based Stock Option Award [Member] | Employee Stock Option [Member] | ||||||||||||||
Share based payment arrangement, Nonvested award, Option, Cost not yet recognized, Amount | $ 1,200,000 | $ 1,200,000 | ||||||||||||
Share based payment arrangement, Nonvested award, Cost not yet recognized, Period for recognition | 2 years 3 months 18 days | |||||||||||||
Service Based Option Awards [Member] | Employee Stock Option [Member] | ||||||||||||||
Share based payment arrangement, Nonvested award, Cost not yet recognized, Period for recognition | 2 years 1 month 6 days |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Income Tax Disclosure [Line Items] | ||||
Effective Income Tax Rate | 0% | 0% | 0.20% | 0% |
Unrecognized Tax Benefits, Income Tax Penalties and Interest Expense | $ 0 | $ 0 | $ 0 | $ 0 |
Domestic Tax Authority [Member] | ||||
Income Tax Disclosure [Line Items] | ||||
Income Tax Examination, Description | The Company is no longer subject to U.S. federal income tax examinations for years before 2019 | |||
State and Local Jurisdiction [Member] | ||||
Income Tax Disclosure [Line Items] | ||||
Income Tax Examination, Description | no longer subject to state, local and foreign income tax examinations by tax authorities for years before 2018. |
ACQUISITIONS (Details)
ACQUISITIONS (Details) € in Millions | 1 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Dec. 29, 2021 USD ($) | Nov. 17, 2021 USD ($) | Apr. 15, 2021 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2021 EUR (€) | Nov. 30, 2021 USD ($) | Apr. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
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 | $ 10,070,775 | 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 | ||||||||
Goodwill [Member] | |||||||||
Assets | |||||||||
Goodwill | 8,777,440 | 8,777,440 | |||||||
Preliminary | |||||||||
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 | ||||||||
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 | ||||||||
Adjustments | |||||||||
Assets | |||||||||
Accounts receivable | (680,340) | ||||||||
Goodwill | 1,547,459 | ||||||||
Liabilities | |||||||||
Accounts payable and accrued liabilities | (867,119) | ||||||||
Deferred tax liabilities | 0 | ||||||||
As Adjusted | |||||||||
Assets | |||||||||
Cash and cash equivalents | 151,188 | ||||||||
Accounts receivable | 414,554 | ||||||||
Prepaid expense and other current assets | 1,094,894 | ||||||||
Goodwill | 5,120,400 | ||||||||
Liabilities | |||||||||
Accounts payable and accrued liabilities | (2,555,066) | ||||||||
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 | ||||||||
Entira, Inc | |||||||||
Assets | |||||||||
Cash and cash equivalents | $ 2,100 | ||||||||
Property, plant, and equipment | 33,000 | ||||||||
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 | |||||||
Entira, Inc | Goodwill [Member] | |||||||||
Assets | |||||||||
Goodwill | $ 2,858,930 | ||||||||
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 | 10,300,000 | 10,300,000 | |||||||
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 | ||||||
Camelina Company Espana SL | Goodwill [Member] | |||||||||
Assets | |||||||||
Goodwill | 3,572,941 | ||||||||
Agribody Technologies, Inc. | |||||||||
Assets | |||||||||
Cash and cash equivalents | $ 263,755 | ||||||||
Property, plant, and equipment | 185,445 | ||||||||
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 | |||||||
Agribody Technologies, Inc. | Goodwill [Member] | |||||||||
Assets | |||||||||
Goodwill | 2,345,569 | ||||||||
Patents | |||||||||
Assets | |||||||||
Assets acquired | 3,450,000 | 3,450,000 | |||||||
Patents | As Adjusted | |||||||||
Assets | |||||||||
Property, plant, and equipment | 598,619 | ||||||||
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 | Preliminary | |||||||||
Assets | |||||||||
Assets acquired | 5,679,500 | ||||||||
Developed seed variant technology | As Adjusted | |||||||||
Assets | |||||||||
Assets acquired | $ 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 | 1 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Dec. 29, 2021 USD ($) | Nov. 17, 2021 USD ($) | Apr. 15, 2021 USD ($) | Dec. 31, 2021 USD ($) $ / shares shares | Dec. 31, 2021 EUR (€) shares | Nov. 30, 2021 USD ($) $ / shares shares | Apr. 30, 2021 USD ($) $ / shares shares | Sep. 30, 2022 USD ($) | Dec. 31, 2021 USD ($) $ / shares | |
Business Acquisition [Line Items] | |||||||||
Business combination, consideration transferred | $ 15,307,461 | ||||||||
Goodwill | $ 8,777,440 | $ 10,070,775 | 8,777,440 | ||||||
Goodwill, Acquired During Period | 1,547,459 | ||||||||
Agribody Technologies, Inc. | |||||||||
Business Acquisition [Line Items] | |||||||||
Business acquisition, percentage of voting interests acquired | 100% | ||||||||
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 | ||||||||
Entira, Inc | |||||||||
Business Acquisition [Line Items] | |||||||||
Business combination, consideration transferred | $ 2,461,207 | $ 2,500,000 | |||||||
Business Acquisition, Share Price | $ / shares | $ 6.05 | ||||||||
Business combination, consideration transferred, equity interests issued and issuable | $ 407,150 | ||||||||
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 | $ 10,300,000 | $ 10,300,000 | |||||||
Goodwill, Acquired During Period | $ 0 | ||||||||
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) | 1 Months Ended | 9 Months Ended | |||||||
Jun. 01, 2019 USD ($) | Aug. 31, 2020 USD ($) | Sep. 30, 2022 USD ($) Number | May 11, 2022 USD ($) | Dec. 31, 2021 USD ($) | Sep. 30, 2021 USD ($) | Jun. 30, 2021 USD ($) | May 17, 2021 USD ($) | Apr. 30, 2020 USD ($) | |
Contractual obligation | $ 1,500,000 | $ 6,200,000 | |||||||
Cumulative billing on the EPC contract | $ 63,200,000 | ||||||||
Maximum price is subject to adjustment for certain change orders | 178,000,000 | ||||||||
Accrued environmental loss contingencies, total | 20,500,000 | $ 21,100,000 | |||||||
Accrued environmental loss contingencies, Current | 4,246,760 | $ 1,339,550 | |||||||
Litigation settlement, amount awarded to other party | $ 6,700,000 | ||||||||
Loss contingency accrual | $ 0 | ||||||||
Number of major subcontractors | Number | 2 | ||||||||
BKRF OCB, LLC [Member] | |||||||||
Accrued environmental loss contingencies, Current | $ 4,200,000 | $ 1,300,000 | |||||||
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 | $ 1.2 | ||||||||
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 ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Assets and Liabilities, Lessee [Abstract] | ||
Operating lease assets | $ 5,674,378 | $ 481,027 |
Finance lease assets | 0 | 3,433,005 |
Total lease assets | 5,674,378 | 3,914,032 |
Current portion of operating lease obligations | 1,655,199 | 198,440 |
Notes payable including current portion of long-term debt | 0 | 714,659 |
Operating lease obligations, net of current portion | 3,584,849 | 283,197 |
Long-term debt, net | 0 | 2,831,284 |
Total lease liabilities | $ 5,240,048 | $ 4,027,580 |
COMMITMENTS AND CONTINGENCIES_4
COMMITMENTS AND CONTINGENCIES (Details2) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Lease, Cost [Abstract] | |||||
Operating lease cost | $ 219,407 | $ 13,576 | $ 456,510 | $ 40,377 | |
Amortization of leased assets | 0 | 0 | 368,007 | 0 | |
Interest on lease liabilities | 0 | 0 | 93,853 | 0 | |
Total lease costs | $ 219,407 | $ 13,576 | $ 918,370 | $ 40,377 | |
Operating leases, Weighted average remaining lease term (in years) | 2 years 10 months 24 days | 2 years 10 months 24 days | 2 years 2 months 12 days | ||
Financing leases, Weighted average remaining lease term (in years) | 4 years 9 months 18 days | ||||
Operating leases, Weighted average discount rate | 4.52% | 4.52% | 1% | ||
Financing leases, Weighted average discount rate | 0% | 0% | 4.25% |
COMMITMENTS AND CONTINGENCIES_5
COMMITMENTS AND CONTINGENCIES (Details3) | Sep. 30, 2022 USD ($) |
Lessee, Operating Lease, Liability, Payment, Due [Abstract] | |
2022 | $ 630,136 |
2023 | 1,855,165 |
2024 | 1,800,227 |
2025 | 1,251,911 |
2026 | 208,568 |
Thereafter | 0 |
Total lease payments: | 5,746,007 |
Less: present value discount | (505,959) |
Total lease liabilities | $ 5,240,048 |