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tem 2: Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion should be read in conjunction with the Company’s condensed consolidated financial statements and the related notes and other financial information appearing elsewhere in this Form 10-Q. Readers are also urged to carefully review and consider the various disclosures made by the Company which attempt to advise interested parties of the factors which affect the Company’s business, including without limitation the disclosures made under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and the audited consolidated financial statements and related notes and risk factors included in the Company’s Annual Report filed on Form 10-K for the year ended December 31, 2021 and other reports and filings made with the Securities and Exchange Commission (“SEC”).
Cautionary Note Regarding Forward-looking Statements
This report contains forward-looking statements. These statements relate to future events or the Company’s future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential” or “continue,” the negative of such terms or other comparable terminology. These statements are only predictions. Actual events or results may differ materially.
Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, the Company cannot guarantee future results, levels of activity, performance or achievements. Moreover, neither the Company, nor any other person, assumes responsibility for the accuracy and completeness of the forward-looking statements. The Company is under no obligation to update any of the forward-looking statements after the filing of this Quarterly Report on Form 10-Q to conform such statements to actual results or to changes in its expectations.
Global Clean Energy Holdings, Inc. and its subsidiaries (collectively, hereinafter the “Company,” “we,” “us,” or “our”) is a vertically integrated renewable fuels company. Our goal is to do our part in accelerating the global push to reduce greenhouse gas emissions through sustainable, more environmentally friendly alternatives to conventional petroleum-based fuels. Since 2013 our principal focus has been on the development of our proprietary varieties of
Camelina sativa
(“Camelina”)
,
a fallow land rotation crop, as a biofuels feedstock. In 2020, we acquired a 500-acre crude oil refinery in Bakersfield, California, that we are converting into a dedicated renewable diesel refinery (the “Bakersfield Renewable Fuels Refinery”).
Bakersfield Renewable Fuels Refinery
.
Since the purchase of the Bakersfield oil refinery in May of 2020, the Company has been focused on the retooling and converting the acquired oil refinery into a state-of-the-art renewable diesel facility. The Company’s long-term goal is to utilize 100% camelina oil as the feedstock for the renewable diesel produced at the Bakersfield Renewable Fuels Refinery. The conversion of the Bakersfield refinery into a renewable diesel facility was initially projected to be completed during the first quarter of 2022. However, the conversion of the refinery has been delayed primarily due to engineering, procurement and construction issues with our principal contractor, including lack of timely scheduling, untimely change order estimations, delay in ordering certain materials and unanticipated turnover of personnel to fully handle the workstreams of the project. We also experienced inefficiencies and delays from contracted engineering firms and supply chain issues related to the general lack of personnel and specialty firms to perform required material fabrication. Notwithstanding the delay in completion, through May 1, 2022, we have achieved the following:
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substantially completed the engineering required to construct and run the facility,
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completed piping and instrument diagrams and isometrics,
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removed and/or demolitioned the components and piping that are not necessary to operate the facility,
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purchased, received and installed the new hydroflex reactor vessels,
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acquired all of the catalyst,
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installed concrete foundations,
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completed field survey of fire water lines and substantially completed the installation of the fire suppression systems,
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instrumentation has been determined, ordered and being installed, and prepared for testing,
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completed the installation of the rail system for delivery of feedstocks to the facility,
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completed design of, and currently retrofitting the existing eight-bay truck delivery system,
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finalized electrical packages,
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ordered the remaining valves, switches, gauges, pressure instrumentation, compressors, etc.,
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developed final procedures for commissioning, start-up and commercial operations
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The retooling of the Bakersfield Renewable Fuels Refinery is on-going and the refinery is expected to begin operations in the second half of 2022. As a result of the delay in completing the retooling we do not currently anticipate generating revenues from the operations of the Bakersfield Renewable Fuels Refinery until late in 2022. Through March 31, 2022, we have invested approximately $420 million in the acquisition and retooling of the renewable fuels refinery.
Camelina Development and Activities
. A key element of our business plan is to control the development and production of the underlying base materials, or feedstock, required to produce renewable diesel at the Bakersfield Renewable Fuels Refinery. Our goal is to use the oil produced from our proprietary varieties of enhanced Camelina as the feedstock of the Bakersfield Renewable Fuels Refinery. Initially, we will use soybean oil and other feedstocks for the Bakersfield Renewable Fuels Refinery until we have adequate supply of camelina oil. The ongoing drought in Montana has limited the amount of acreage of camelina being cultivated in Montana this year. In addition, the on-going conflict in Ukraine has significantly increased the input costs of farming, including the cost of growing camelina, and has resulted in volatile agricultural commodity prices. As a result, the total North America Camelina acreage under cultivation will be significantly lower in 2022 than projected. Revenues from seed sales and camelina meal and oil are likely to be immaterial in 2022, but are expected to grow substantially in future years.
To supplement our efforts to improve our proprietary varieties of Camelina, develop our North America grower network, and expand our operations internationally, we acquired three companies in 2021 - Agribody Technologies, Inc. on April 15, 2021, Entira, Inc. on November 17, 2021 and Camelina Company Espana, S.L. on December 29, 2021. On a combined basis, these companies provide us with additional patents, know-how, experience and access to additional growth opportunities. We are integrating these newly acquired assets into our overall business strategy. One of our key strategies is to accelerate camelina grain production in North America and elsewhere. Accordingly, we are currently pursuing identified camelina opportunities in South America where large scale grain and bean farming is prevalent.
We also are pursuing federal grants to further develop our upstream camelina feedstock business. Most recently, we've applied for two federal grants under the USDA’s Climate-Smart program, which, if approved, would be used to study and implement farming practices that combat climate change through the large-scale deployment of camelina as a renewable fuel feedstock. The Company anticipates that the government will finalize the award of these Climate-Smart program grants in the fourth quarter of 2022.
. Our transition to profitability is dependent upon, among other things, the future commercialization of the renewable fuel products that we intend to produce at the Bakersfield Renewable Fuels Refinery. In order to ensure that we have a buyer for the renewable diesel produced at our renewable refinery, we have entered into the Offtake Agreement with ExxonMobil under which ExxonMobil has agreed to purchase a minimum of 105 million gallons per year of renewable diesel from the Bakersfield Renewable Fuels Refinery for a period of five years following the date that the Bakersfield Renewable Fuels Refinery commences commercial operations. The price of the renewable diesel to be sold under the Offtake Agreement is based on a combination of a fixed price and a variable price. We have also entered into the Term Purchase Agreement with ExxonMobil under which ExxonMobil has the right to purchase the additional renewable diesel that is not sold to ExxonMobil under the Offtake Agreement. The revenues we expect to receive under the Offtake Agreement once the Bakersfield Renewable Fuels Refinery is fully operational, together with a potential line of credit for purchasing feedstock, and with our other projected sources of revenues, are expected to fund our anticipated working capital and liquidity needs.
Once completed, the Bakersfield Renewable Fuels Refinery will be able to produce renewable diesel from various renewable feedstocks, such as Camelina oil produced from our patented Camelina varieties, soybean oil, used cooking oil, inedible animal fat, and other vegetable oils. We believe that one of our strategic advantages is that a significant portion of the feedstock expected to be used at our renewable refinery will be Camelina oil derived from the Camelina grain produced for the Bakersfield Renewable Fuels Refinery using our patented Camelina varieties. However, we anticipate that we will need additional funding for general corporate purposes, to grow our certified Camelina seeds, to enter into agreements with farmers, and to otherwise ramp up the cultivation and production of Camelina (See “Liquidity and Capital Resources” below). In addition, we will also have to purchase significant amounts of feedstock from which we will produce renewable diesel, which purchase price we may have to pay in advance. Our goal is to fund the foregoing feedstock purchase and production costs through a feedstock supply credit line we expect to obtain from one or more commercial financial institutions. Based on our current Camelina production expectations and the projected costs of purchasing feedstock, we expect that we will need to obtain a line of credit for $100 million to $125 million. Any such line of credit is expected to be secured by the feedstock that we purchase and by the accounts receivables generated from our renewable diesel sales.
Critical Accounting Policies and Related Estimates
The critical accounting policies and related estimates used in the preparation of our unaudited condensed consolidated financial statements for the three months ended March 31, 2022 included new policies and related estimates for the Series C Preferred Stock, and warrant issuance as discussed below. Other than these new policies and estimates, there have been no substantial changes to our critical accounting policies and related estimates from those previously disclosed in our 2021 Annual Report on Form 10-K.
Issuance of Series C Preferred Shares and Warrants
- The Company accounted for the Series C Preferred
in accordance with ASC 480 as the shares are redeemable for cash upon the occurrence of certain events that are not solely within the control of the Company and after the fifth anniversary of issuance. The Company accounted for the warrants also in accordance with ASC 480 and ASC 815 as the warrants are indexed to the Company’s own stock and are contractually settled in shares. The Company allocated the proceeds from the transaction based on the fair values of each instrument in accordance with ASC 820.
Three Months Ended March 31, 2022 vs. Three Months Ended March 31, 2021
Revenues.
Our Bakersfield Renewable Fuels Refinery is still in the construction phase and operations are not expected to commence until the second half of 2022. Accordingly, we had no renewable fuel product revenues in the three months ended March 31, 2022 (“the 2022 fiscal quarter”). We started selling a limited amount of our certified Camelina seeds to farmers for the production of Camelina seed (seed used to produce our proprietary certified Camelina) and/or Camelina grain (grain to be used to produce renewable fuels at our Bakersfield Renewable Fuels Refinery), which sales generated revenues of $0.4 million in the three months ended March 31, 2022 (“the 2022 fiscal quarter”) compared to $0.1 million in the three months ended March 31, 2021 (“the 2021 fiscal quarter”).
General and Administrative Expenses and Facility Expenses
. General and administrative expenses consist of expenses generally involving corporate overhead functions and operations. The majority of our general and administrative expenses are incurred in the operations of the Bakersfield Renewable Fuels Refinery. From a salary, wage and benefit standpoint, we were more fully staffed at the Bakersfield Renewable Fuels Refinery in the 2022 fiscal quarter. In addition, as a result of the three acquisitions that we have completed since the end of the 2021 fiscal quarter, we have added over 25 employees, most of whom are engaged on our upstream development strategies and business. Additionally, we incurred an increase in legal fees, financing fees, accounting fees, technology and communications costs, and property taxes in the 2022 fiscal quarter compared to the 2021 fiscal quarter due to our increased level of activity and our transactional focus in the 2022 fiscal quarter. As a result, our administrative expenses increased by $7.6 million from the 2021 fiscal quarter to $11.4 million in the 2022 fiscal quarter. We anticipate that our general and administrative expenses will stabilize during the remainder of this year, although we are continuing to add certain necessary skill sets into the organization, as and when necessary. Facility expense primarily consists of maintenance costs at the Bakersfield refinery and expenses normally related to the operations of a refinery. Our facility expenses increased by $0.4 million from $2.8 million in the 2021 fiscal quarter to $3.2 million in the 2022 fiscal quarter. This increase was primarily due to an increase in utility costs.
Other Income/Expense.
In the 2022 fiscal quarter we recognized a charge of $1.0 million on the change in fair value of our Class B Units, which was $0.1 million higher than the amount we recorded in the 2021 fiscal quarter. This increase in the fair value is a result of increased borrowings and a higher estimated value of the outstanding Class B Units from when they were originally issued. In the 2022 fiscal quarter we recognized a gain of $4.5 million on the change in fair value of the Warrant Commitment Liability related to the issuance of the senior lender warrants, which commitment to issue these warrants occurred in the fourth quarter of 2021 and the commitment to issue these warrants was extinguished in the 2022 fiscal quarter when the warrants were actually issued. We had no comparable change in fair value in the 2021 fiscal quarter. Overall, we had Other income/expense of $3.5 million in the 2022 fiscal quarter as a result of change in the fair values described above, compared to a loss of $0.9 million in the 2021 fiscal quarter.
Interest Income/Expense.
Interest expense in the 2022 fiscal quarter and the 2021 fiscal quarter consisted of interest of $1.3 million and $0.7 million, respectively, from outstanding promissory notes and a bridge loan. In addition, in the 2022 fiscal quarter we wrote off the previous debt issuance costs associated with our mezzanine loan credit facility and bridge loan of $3.4 million and $0.5 million, respectively. Our interest expense will increase significantly in the future once the construction of our Bakersfield Renewable Renewable Refinery is completed. The construction period interest is capitalized as part of the cost of the refinery and therefore, does not impact our interest expense currently.
Net losses.
We incurred operating losses of $15.4 million and $6.7 million in the 2022 and 2021 fiscal quarters, respectively, and a net loss of $17.2 million in the 2022 fiscal quarter compared to a $8.2 million net loss in the 2021 fiscal quarter. Our operating loss increased primarily as a result of the increase in activity related to our retooling of the Bakersfield Renewable Fuels Refinery, our expanded operations and the costs associated with our significant financing transactions we closed in the 2022 fiscal quarter. We expect to incur losses for the remainder of 2022 while our Bakersfield Renewable Fuels Refinery is under construction and, therefore, not operational. Operating losses and net losses were higher in the fiscal 2022 quarter than in the 2021 fiscal quarter because we had higher levels of activity in the retooling of the Bakersfield Renewable Fuels Refinery in the 2022 fiscal quarter, and an overall higher employee count. We also incurred higher general and administrative costs primarily related to our financing transaction.
Liquidity and Capital Resources
As of March 31, 2022 and December 31, 2021, we had approximately $84.9 million and $23.4 million of cash, respectively, and $55.9 million and $20.5 million, respectively, is restricted and can only be spent on the Bakersfield Renewable Fuels Refinery. Of the restricted amounts, $39.1 million and $12.5 million as of March 31, 2022 and December 31, 2021, respectively, is considered long-term and is expected to be capitalized into the Bakersfield Renewable Fuels Refinery project. On March 31, 2022 and December 31, 2021 we had negative working capital of $27.4 million and $81.7 million, respectively. This working capital does not consider the long-term cash identified above.
The Bakersfield Renewable Fuels Refinery is currently being retooled and converted from a crude oil refinery into a renewable fuels refinery. The construction of the Bakersfield Renewable Fuels Refinery is expected to be completed, and production of renewable fuel products at the Bakersfield Renewable Fuels Refinery is expected to commence in the second half of 2022. Based on our existing agreements for the sale of renewable diesel and other renewable products that the Bakersfield Renewable Fuels Refinery will produce, once the Bakersfield Renewable Fuels Refinery becomes fully operational, we anticipate that we will generate sufficient cash to fund all of our operating expenses. However, until the Bakersfield Renewable Fuels Refinery commences production, we will continue to incur material operating expenses without generating any refinery operating revenues and, accordingly, we will continue to incur significant negative cash flow.
In order to fund the cost of acquiring the Bakersfield Renewable Fuels Refinery, converting the existing refinery into a renewable refinery, and paying all operating expenses during the preoperational period, in 2020 our BKRF OCB, LLC subsidiary entered into the secured Senior Credit Facility with the Senior Lenders under which, as of March 31, 2022, we have borrowed $337.6 million. Also, in 2020 our BKRF HCB, LLC subsidiary entered into a secured Mezzanine Credit Facility with the Mezzanine Lenders under which we most recently had the ability to borrow up to $67.4 million. On December 20, 2021, our Senior Lenders agreed to provide a Bridge Loan of up to $20 million, of which $12 million was funded as of December 31, 2021, to provide working capital until our contemplated preferred share financing with ExxonMobil and the Senior Lenders could be completed. On February 23, 2022 GCEH assumed all of the rights and obligations of the Mezzanine Lenders under the Mezzanine Credit Facility, and loaned $67.4 million to BKRF HCB, LLC as the lender under the Mezzanine Credit Facility. Accordingly, GCEH now is the mezzanine lender to BKRF HCB, LLC. The proceeds from the Senior Credit Facility and the Mezzanine Credit Facility have been, and will continue to be used to fund the pre-operational expenses and the capital costs of the Bakersfield Renewable Fuels Refinery.
The Senior Credit Facility bears interest at the rate of 12.5% per annum, payable quarterly. Principal payments are required to be made under the Senior Credit Facility after the Bakersfield Renewable Fuels Refinery has commercial operations. The Senior Credit Facility matures on November 4, 2026. The Mezzanine Credit Facility bears interest at the rate of 15.0% per annum, payable quarterly, provided that BKRF HCB, LLC may defer up to 2.5% interest to the extent BKRF HCB, LLC does not have sufficient cash to pay the interest (any deferred interest will be added to principal). Borrowings under the Mezzanine Credit Facility are due at maturity in November 2027. As additional consideration, the Senior Lenders were issued Class B Units. The Class B Units represent membership interest in our subsidiary, BKRF HCB, LLC and entitle the holders thereof to preferential cash distributions. The Class B Units will not affect our liquidity until the Bakersfield Renewable Fuels Refinery commences operations, which is expected in the second half of 2022. However, since the holders of the Class B Units will be entitled to certain priority cumulative cash distributions, if any, that may be made in the future from the operations of the Bakersfield Renewable Fuels Refinery, distributions made on behalf of the Class B Units will reduce the amount of distributions that we may be entitled to receive in the future from the operations of the Bakersfield Renewable Fuels Refinery.
On December 20 2021, GCEH entered into a memorandum of understanding with a subsidiary of ExxonMobil Oil Corporation whereby the ExxonMobil subsidiary agreed to purchase $125 million of a new series of preferred shares by January 31, 2022. In conjunction with the memorandum of understanding, the Senior Lenders expressed an interest to also purchase $20 million of the contemplated preferred shares on the same terms as ExxonMobil. Additionally, the Senior Lenders committed to fund an additional bridge loan of $20.0 million, under the same borrowing terms as the Senior Credit Facility, until the preferred stock financing transaction could be completed. On December 21, 2021, the Senior Lenders funded $12.0 million of the bridge loan, and on January 7, 2022 the balance of $8.0 million was funded. The Series C Preferred Stock offering was closed on February 23, 2022, and concurrently therewith the $20 million bridge loan, and accrued interest, was paid in full. Also, on December 20, 2021, the Company entered into an amendment to the Senior Credit Facility whereby the Company committed to warrants to the Senior Lenders for the purchase of 5,017,008 shares of the Company’s common stock at an exercise price to be determined based on a market pricing mechanism upon the completion of the Series C Preferred Stock offering (“Series C Financing”) for a term of five years from that date (the “Lender Warrant Commitment”). 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 $20 million bridge loan, and iii) as additional creditor fees for forbearance to the Senior Lenders and Mezzanine Lenders. The Warrant Commitment Liability was settled on February 23, 2022 through the issuance price of $2.25 per share. Additionally, on February 23, 2022, the Senior Lenders purchased $20 million of the Series C Preferred Stock.
On February 23, 2022, we raised $145 million from the sale of shares of our newly created Series C Preferred to ExxonMobil and the Senior Lenders. The net offering proceeds of the Series C Financing (after payment of $9.3 million of offering expenses and other related fees and costs) were allocated as follows: (i) $20 million to repay the bridge loan, (ii) $77.4 million (which includes $67.4 million funded under the Mezzanine Credit Facility) to fund the construction of the Bakersfield Renewable Fuels Refinery, (iii) $18 million for a debt service reserve account, and (iv) the balance for use by us as working capital, including the further development of our Camelina feedstock program.
Based on our construction budget (including the purchase orders we have issued for the required equipment) and on our projections of our future operating expenses, we anticipated that the $405 million provided to BKRF HCB, LLC under the Senior Credit Facility and the Mezzanine Credit Facility, together with the funds available under the Series C Financing would be sufficient to fund our projected capital expenditures and operating expenses at the Bakersfield Renewable Fuels Refinery until the Bakersfield Renewable Fuels Refinery becomes operational. However, because of the uncertainty around the cost of change orders to the refinery, the impact of the loss of revenues from the refinery arising from the unexpected delay in the completion of construction, and the amount and timing of certain credits due to us, we believe that we will need additional capital to fund certain of our liquidity requirements, and we expect that we will need additional funding to meet the Company’s projected commitments over the next twelve months. Our original financial commitments during the next twelve months included a fixed payment obligation that arose from the settlement of a derivative contract that we amended on April 20, 2020, which required us to pay $20.2 million in six equal monthly payments of $3.375 million beginning in May 2022 from the cash generated by the refinery’s operations. Since the Bakersfield Renewable Fuels Refinery is not yet operational, effective May 11, 2022 we amended our fixed payment obligation whereby we will begin payments after the Bakersfield Renewable Fuels Refinery is operational and generating revenues for a full month. Payments are to be made beginning in the first month at $1.5 million and escalate monthly to approximately $6.2 million in the sixth and final month. The original obligation was $20.3 million and is now $22.8 million.
In order to bridge the anticipated cash shortfall resulting from the delayed commencement of the Bakersfield Renewable Fuels Refinery, we intend to attempt to renegotiate certain terms in various existing agreements to allow for the delay in payments, obtain separate financing for components of our asset base, and pursue raising additional debt and/or equity funding. Although we have identified possible sources for some or all of the additional capital, we do not currently have commitments from any third parties to provide us with the additional capital. In the event that we do not obtain the necessary additional financing, we will have to revise our short-term operating plans, reduce our anticipated investments in camelina production and in infrastructure improvements, and otherwise reduce our operating expenses. No assurance can be given that these short-term cash flow adjustments will be successful.
To the extent that we raise additional funds through the issuance of equity securities, our stockholders will experience dilution, and the terms of the newly issued securities could include certain rights that would adversely affect our stockholders’ rights. Furthermore, if these new securities are convertible or are accompanied by the issuance of warrants to purchase shares of our common stock, our current stockholders may experience substantial dilution. There can be no assurance that we will be successful in raising debt or equity funding or that any such financing will be available, available on favorable or acceptable terms, or in the amounts needed. Additionally, while the potential economic impact brought on by the current geopolitical developments, including the Russian invasion of Ukraine and the continuing impacts of the coronavirus pandemic are difficult to assess or predict, the significant impact that these developments have had on the global financial markets, agricultural commodity prices, and inputs into growing agricultural commodities, on the costs of raw materials we need, and on GCEH’s stock trading price, could reduce our ability to access additional capital, which would negatively impact our short-term and longer-term liquidity.
Our transition to profitability is dependent upon, among other things, the future commercialization of the renewable fuel products that we intend to produce at the Bakersfield Renewable Fuels Refinery. In order to ensure that we have a buyer for the renewable diesel produced at our renewable refinery, we have entered into the Offtake Agreement with ExxonMobil under which ExxonMobil has agreed to purchase a minimum of 105 million gallons per year of renewable diesel from the Bakersfield Renewable Fuels Refinery for a period of five years following the date that the Bakersfield Renewable Fuels Refinery commences commercial operations. The price of the renewable diesel to be sold under the Offtake Agreement is based on a combination of a fixed price and a variable price. We have also entered into the Term Purchase Agreement with ExxonMobil under which ExxonMobil has the right to purchase the additional renewable diesel that is not sold to ExxonMobil under the Offtake Agreement. The revenues we expect to receive under the Offtake Agreement once the Bakersfield Renewable Fuels Refinery is fully operational, together with a potential line of credit for purchasing feedstock, and with our other projected sources of revenues, are expected to fund our anticipated working capital and liquidity needs.
Once completed, the Bakersfield Renewable Fuels Refinery will be able to produce renewable diesel from various renewable feedstocks, such as Camelina oil produced from our patented Camelina varieties, soybean oil, used cooking oil, inedible animal fat, and other vegetable oils. We believe that one of our strategic advantages is that a significant portion of the feedstock expected to be used at our renewable refinery will be Camelina oil derived from the Camelina grain produced for the Bakersfield Renewable Fuels Refinery using our patented Camelina varieties. However, we anticipate that we will need additional funding for general corporate purposes, to grow our certified Camelina seeds, to enter into agreements with farmers, and to otherwise ramp up the cultivation and production of Camelina. In addition, we will also have to purchase significant amounts of feedstock from which we will produce renewable diesel, which purchase price we may have to pay in advance. Our goal is to fund the foregoing feedstock purchase and production costs through a feedstock supply credit line we expect to obtain from one or more commercial financial institutions. Based on our current Camelina production expectations and the projected costs of purchasing feedstock, we expect that we will need to obtain a line of credit for $100 million to $125 million. Any such line of credit is expected to be secured by the feedstock that we purchase and by the accounts receivables generated from our renewable diesel sales.
We have no off-balance sheet arrangements as defined in Item 303(a) of Regulation S-K.