UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
———————
FORM 10-Q
———————
   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended: September 30, 2016March 31, 2017
Or
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period fromto
Commission File Number: 001-36475
———————
AEMETIS, INC.
 (Exact name of registrant as specified in its charter)
———————
Nevada26-1407544
(State or other jurisdiction(I.R.S. Employer
of incorporation or organization)Identification No.)
 
20400 Stevens Creek Blvd., Suite 700
Cupertino, CA 95014
 (Address of Principal Executive Offices, including zip code)
 
(408) 213-0940
 (Registrant’s telephone number, including area code)
———————
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes  ☑ No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes  ☑ No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer ☐  Accelerated filer ☐   Non-accelerated filer ☐  Smaller reporting company ☑   Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No ☑
The number of shares outstanding of the registrant’s Common Stock on October 31, 2016April 30, 2017 was 19,858,18219,696,447 shares.


 
 
AEMETIS, INC.
 
FORM 10-Q
 
Quarterly Period Ended September 30, 2016March 31, 2017
 
INDEX
 
PART I--FINANCIAL INFORMATION
PART I--FINANCIAL INFORMATION
Item 1
Financial Statements.
4
Item 2.Management's Discussion and Analysis of Financial Condition and Results of Operations.22
20
Item 3.Quantitative and Qualitative Disclosures about Market Risk.31
26
Item 4.Controls and Procedures.3126
PART II--OTHER INFORMATION  
Item 1.Legal Proceedings32
26
Item 1A.Risk Factors.32
27
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds.32
27
Item 3.Defaults Upon Senior Securities.33
27
Item 4.Mine Safety Disclosures.33
27
Item 5.Other Information.33
27
Item 6.Exhibits.3428
Signatures 
Signatures
3529
 
 
ii
 
 
SPECIAL NOTE REGARDING FORWARD—LOOKING STATEMENTS
 
On one or more occasions, we may make forward-looking statements in this Quarterly Report on Form 10-Q, including statements regarding our assumptions, projections, expectations, targets, intentions or beliefs about future events or other statements that are not historical facts. Forward-looking statements in this Quarterly Report on Form 10-Q include, without limitation, statements regarding management’s plans; trends in demand for renewable fuels; trends in market conditions with respect to prices for inputs for our products versesversus prices for our products; our ability to leverage approved feedstock pathways; our ability to leverage our location and infrastructure; our ability to incorporate lower-cost, non-food advanced biofuels feedstock at the Keyes plant; our ability to adopt value-add byproductby-product processing systems; our ability to expand into alternative markets for biodiesel and its byproducts,by-products, including continuing to expand our sales into international markets; the impact of changes in regulatory policies on our performance, including the Indian government’s recent changes to tax policies, diesel prices and related subsidies; our ability to continue to develop new, and to maintain and protect new and existing, intellectual property rights; our ability to adopt, develop and commercialize new technologies; our ability to refinance our senior debt on more commercial terms or at all; our ability to continue to fund operations and our future sources of liquidity and capital resources; our ability to sell additional notes under our EB-5 note program and our expectations regarding the release of funds from escrow under our EB-5 note program; our ability to improve margins; and our ability to raise additional capital. Words or phrases such as “anticipates,” “may,” “will,” “should,” “believes,” “estimates,” “expects,” “intends,” “plans,” “predicts,” “projects,” “targets,” ��will“will likely result,” “will continue” or similar expressions are intended to identify forward-looking statements. These forward-looking statements are based on current assumptions and predictions and are subject to numerous risks and uncertainties. Actual results or events could differ materially from those set forth or implied by such forward-looking statements and related assumptions due to certain factors, including, without limitation, the risks set forth under the caption “Risk Factors” below, which are incorporated herein by reference as well as those business risks and factors described elsewhere in this report and in our other filings with the Securities and Exchange Commission (the “SEC”), including without limitation, our most recent Annual Report on Form 10-K.
 
 
iii
 
 
PART I - FINANCIAL INFORMATION
 
Item 1 - Financial Statements.
 
AEMETIS, INC.
CONSOLIDATED CONDENSED BALANCE SHEETS
(In thousands except for par value)
 
 
 
September 30, 2016
 
 
December 31, 2015
 
Assets
 
(Unaudited)
 
 
 
 
Current assets:
 
 
 
 
 
 
Cash and cash equivalents
 $652 
 $283 
Accounts receivable
  1,013 
  1,166 
Inventories
  3,982 
  4,804 
Prepaid expenses
  445 
  527 
Other current assets
  1,271 
  1,222 
Total current assets
  7,363 
  8,002 
 
    
    
Property, plant and equipment, net
  67,543 
  70,718 
Intangible assets, net of accumulated amortization of $404 and $344, respectively
  1,320 
  1,380 
Other assets
  3,118 
  3,041 
Total assets
 $79,344 
 $83,141 
 
    
    
Liabilities and stockholders' deficit
    
    
Current liabilities:
    
    
Accounts payable
 $8,808 
 $10,183 
Current portion of long term debt
  4,991 
  5,607 
Short term borrowings
  7,555 
  6,340 
Mandatorily redeemable Series B convertible preferred stock
  2,818 
  2,742 
Accrued property taxes
  2,676 
  2,244 
Other current liabilities
  2,521 
  2,181 
Total current liabilities
  29,369 
  29,297 
 
    
    
Long term liabilities:
    
    
Senior secured notes
  68,598 
  60,925 
EB-5 notes
  24,000 
  22,500 
Long term subordinated debt
  5,636 
  5,523 
Other long term liabilities
  124 
  190 
Total long term liabilities
  98,358 
  89,138 
 
    
    
Stockholders' deficit:
    
    
Series B convertible preferred stock, $0.001 par value; 7,235 authorized; 1,328 and 1,398 shares issued and outstanding each period, respectively (aggregate liquidation preference of $3,984 and $4,194, respectively)
  1 
  1 
Common stock, $0.001 par value; 40,000 authorized; 19,858 and 19,619 shares issued and outstanding, respectively
  20 
  20 
Additional paid-in capital
  83,267 
  82,115 
Accumulated deficit
  (128,442)
  (114,251)
Accumulated other comprehensive loss
  (3,229)
  (3,179)
Total stockholders' deficit
  (48,383)
  (35,294)
 
    
    
Total liabilities and stockholders' deficit
 $79,344 
 $83,141 
The accompanying notes are an integral part of the financial statements.


AEMETIS, INC.
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS AND COMPREHENSIVE
INCOME / (LOSS)
(Unaudited, in thousands except for earnings per share)
 
 
 For the three months ended September 30,
 
 For the nine months ended September 30,
 
 
 
2016
 
 
2015
 
 
2016
 
 
2015
 
Revenues
 $39,377 
 $38,510 
 $105,762 
 $111,303 
 
    
    
    
    
Cost of goods sold
  35,711 
  37,476 
  98,066 
  108,548 
 
    
    
    
    
Gross profit
  3,666 
  1,034 
  7,696 
  2,755 
 
    
    
    
    
Research and development expenses
  87 
  117 
  290 
  330 
Selling, general and administrative expenses
  3,222 
  2,774 
  9,123 
  9,556 
 
    
    
    
    
Operating income (loss)
  357 
  (1,857)
  (1,717)
  (7,131)
 
    
    
    
    
Other income (expense)
    
    
    
    
 
    
    
    
    
Interest expense
    
    
    
    
Interest rate expense
  (3,046)
  (2,610)
  (8,679)
  (7,641)
Amortization expense
  (1,425)
  (1,258)
  (4,269)
  (5,386)
Loss on debt extinguishment
  - 
  - 
  - 
  (330)
Other income (expense)
  19 
  (30)
  480 
  (191)
 
    
    
    
    
Loss before income taxes
  (4,095)
  (5,755)
  (14,185)
  (20,679)
 
    
    
    
    
Income tax expense
  - 
  - 
  6 
  6 
 
    
    
    
    
Net loss
 $(4,095)
 $(5,755)
 $(14,191)
 $(20,685)
 
    
    
    
    
Other comprehensive income (loss)
    
    
    
    
Foreign currency translation adjustment
  56 
  (104)
  (50)
  (150)
Comprehensive loss
 $(4,039)
 $(5,859)
 $(14,241)
 $(20,835)
 
    
    
    
    
Net loss per common share
    
    
    
    
Basic
 $(0.21)
 $(0.29)
 $(0.72)
 $(1.04)
Diluted
 $(0.21)
 $(0.29)
 $(0.72)
 $(1.04)
 
    
    
    
    
Weighted average shares outstanding
    
    
    
    
Basic
  19,833 
  19,521 
  19,741 
  19,898 
Diluted
  19,833 
  19,521 
  19,741 
  19,898 
 
 
March 31,
2017
 
 
December 31,
2016
 
Assets
 
(Unaudited)
 
 
 
 
Current assets:
 
 
 
 
 
 
Cash and cash equivalents
 $231 
 $1,486 
Accounts receivable
  1,004 
  1,557 
Inventories
  2,784 
  3,241 
Prepaid expenses
  698 
  555 
Other current assets
  213 
  206 
Total current assets
  4,930 
  7,045 
 
    
    
Property, plant and equipment, net
  65,670 
  66,370 
Intangible assets, net of accumulated amortization of $444 and $424, respectively
  1,280 
  1,300 
Other assets
  3,097 
  3,095 
Total assets
 $74,977 
 $77,810 
 
    
    
Liabilities and stockholders' deficit
    
    
Current liabilities:
    
    
Accounts payable
 $7,812 
 $7,842 
Current portion of long term debt
  1,575 
  2,027 
Short term borrowings
  11,280 
  9,382 
Mandatorily redeemable Series B convertible preferred stock
  2,869 
  2,844 
Accrued property taxes
  2,947 
  2,648 
Other current liabilities
  2,518 
  2,473 
Total current liabilities
  29,001 
  27,216 
 
    
    
Long term liabilities:
    
    
Senior secured notes
  64,524 
  61,631 
EB-5 notes
  33,500 
  33,000 
Long term subordinated debt
  5,711 
  5,674 
Other long term liabilities
  80 
  102 
Total long term liabilities
  103,815 
  100,407 
 
    
    
Stockholders' deficit:
    
    
Series B convertible preferred stock, $0.001 par value; 7,235 authorized; 1,328 and 1,328 shares issued and outstanding each period, respectively (aggregate liquidation preference of $3,984 and $3,984, respectively)
  1 
  1 
Common stock, $0.001 par value; 40,000 authorized; 19,696 and 19,858 shares issued and outstanding, respectively
  20 
  20 
Additional paid-in capital
  83,573 
  83,441 
Accumulated deficit
  (138,414)
  (129,887)
Accumulated other comprehensive loss
  (3,019)
  (3,388)
Total stockholders' deficit
  (57,839)
  (49,813)
Total liabilities and stockholders' deficit
 $74,977 
 $77,810 
 
The accompanying notes are an integral part of the financial statements.
 

 
AEMETIS, INC.
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWSOPERATIONS AND COMPREHENSIVE
 (Unaudited,LOSS
(Unaudited, in thousands)thousands except for earnings per share)
 
 
 
For the nine months ended September 30,
 
 
 
2016
 
 
2015
 
Operating activities:
 
 
 
 
 
 
Net loss
 $(14,191)
 $(20,685)
 
Adjustments to reconcile net loss to net cash provided by (used in) operating activitites:
 
Share-based compensation
  573 
  694 
Stock issued in connection with consultant services
  - 
  204 
Depreciation
  3,523 
  3,560 
Debt related amortization expense
  4,269 
  5,386 
Intangibles and other amortization expense
  95 
  96 
Change in fair value of warrant liability
  34 
  (57)
Loss on extinguishment of debt
  - 
  330 
Loss on sale/disposal of assets
  11 
  - 
 
    
    
Changes in operating assets and liabilities:
    
    
Accounts receivable
  150 
  (988)
Inventories
  795 
  650 
Prepaid expenses
  82 
  698 
Other current assets and other assets
  (175)
  (49)
Accounts payable
  (1,315)
  (481)
Accrued interest expense and fees, net of payments
  5,910 
  7,446 
Other liabilities
  683 
  384 
Net cash provided by (used in) operating activities
  444 
  (2,812)
 
    
    
Investing activities:
    
    
Capital expenditures
  (479)
  (22)
 
    
    
Net cash used in investing activities
  (479)
  (22)
 
    
    
Financing activities:
    
    
Proceeds from borrowings
  8,535 
  28,987 
Repayments of borrowings
  (8,091)
  (23,900)
Issuance of common stock for services, option and warrant exercises
  - 
  23 
Net cash provided by financing activities
  444 
  5,110 
 
    
    
Effect of exchange rate changes on cash and cash equivalents
  (40)
  (92)
Net cash and cash equivalents increase for period
  369 
  2,184 
Cash and cash equivalents at beginning of period
  283 
  332 
Cash and cash equivalents at end of period
 $652 
 $2,516 
Supplemental disclosures of cash flow information, cash paid:
    
    
Interest payments
 $2,518 
 $356 
Income tax expense
  6 
  6 
 
    
  - 
 
Supplemental disclosures of cash flow information, non-cash transactions:
 
    
Proceeds from exercise of stock options applied to accounts payable
  - 
  21 
Fair value of warrants issued to subordinated debt holders
  578 
  1,087 
Repurchase of common stock on revolver loan advance
  - 
  8,218 
Stock issued in connection with services
  - 
  432 
Settlement of accounts payable through transfer of equipment
  66 
  - 
 
 
For the three months
ended March 31,
 
 
 
2017
 
 
2016
 
Revenues
 $31,574 
 $33,326 
 
    
    
Cost of goods sold
  32,161 
  31,240 
 
    
    
Gross profit (loss)
  (587)
  2,086 
 
    
    
Research and development expenses
  86 
  97 
Selling, general and administrative expenses
  3,295 
  2,999 
 
    
    
Operating loss
  (3,968)
  (1,010)
 
    
    
Other (income) expense:
    
    
 
    
    
Interest expense
    
    
Interest rate expense
  2,842 
  2,678 
Amortization expense
  1,683 
  1,355 
Other expense
  28 
  64 
 
    
    
Loss before income taxes
  (8,521)
  (5,107)
 
    
    
Income tax expense
  6 
  6 
 
    
    
Net loss
 $(8,527)
 $(5,113)
 
    
    
Other comprehensive income (loss)
    
    
Foreign currency translation adjustment
  369 
  (6)
Comprehensive loss
 $(8,158)
 $(5,119)
 
    
    
Net loss per common share
    
    
Basic
 $(0.43)
 $(0.26)
Diluted
 $(0.43)
 $(0.26)
 
    
    
Weighted average shares outstanding
    
    
Basic
  19,776 
  19,648 
Diluted
  19,776 
  19,648 
 
The accompanying notes are an integral part of the financial statements.
 

 
AEMETIS, INC.
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
 (Unaudited, in thousands)
 
 
For the three months
ended March 31,
 
 
 
2017
 
 
2016
 
Operating activities:
 
 
 
 
 
 
Net loss
 $(8,527)
 $(5,113)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Share-based compensation
  409 
  117 
Depreciation
  1,146 
  1,175 
Debt related amortization expense
  1,683 
  1,355 
Intangibles and other amortization expense
  33 
  32 
Change in fair value of warrant liability
  5 
  16 
 
    
    
Changes in operating assets and liabilities:
    
    
Accounts receivable
  569 
  210 
Inventories
  498 
  2,003 
Prepaid expenses
  (142)
  - 
Other current and long-term assets
  1 
  (578)
Accounts payable
  (303)
  (1,948)
Accrued interest expense and fees, net of payments
  1,977 
  2,947 
Other liabilities
  181 
  501 
Net cash provided by (used in) operating activities
  (2,470)
  717 
 
    
    
Investing activities:
    
    
Capital expenditures
  (44)
  (308)
Net cash used in investing activities
  (44)
  (308)
 
    
    
Financing activities:
    
    
Proceeds from borrowings
  3,043 
  777 
Repayments of borrowings
  (2,050)
  (1,143)
Net cash provided by (used in) financing activities
  993 
  (366)
 
    
    
Effect of exchange rate changes on cash and cash equivalents
  266 
  (1)
Net cash and cash equivalents (decrease) increase for period
  (1,255)
  42 
Cash and cash equivalents at beginning of period
  1,486 
  283 
Cash and cash equivalents at end of period
 $231 
 $325 
 
    
    
Supplemental disclosures of cash flow information, cash paid:
    
    
Interest paid
 $1,004 
 $86 
Income taxes paid
  6 
  6 
 
Supplemental disclosures of cash flow information, non-cash transactions:
 
    
Subordinated debt extension fees added to debt 
 340
 
 340
 
Fair value of warrants issued to subordinated debt holders
  174 
  328 
Repurchase of common stock on agent advance sub debt
  451 
  - 
Senior debt extension and waiver fees added to debt
  4,446
 
  4,940
 
Settlement of accounts payable through transfer of equipment
  - 
  66 
The accompanying notes are an integral part of the financial statements.

AEMETIS, INC.
 
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited, tabular data in thousands except par value and per share data)

1.          
Nature of Activities and Summary of Significant Accounting Policies
 
Nature of Activities. These consolidated financial statements include the accounts of Aemetis, Inc. (formerly AE Biofuels, Inc.), a Nevada corporation, and its wholly owned subsidiaries (collectively, “Aemetis” or the “Company”):
 
Aemetis Americas, Inc., a Nevada corporation, and its subsidiary AE Biofuels, Inc., a Delaware corporation;
Biofuels Marketing, Inc., a Delaware corporation;
Aemetis International, Inc., a Nevada corporation, and its subsidiary International Biofuels, Ltd., a Mauritius corporation, and its subsidiary Universal Biofuels Private, Ltd., an India company;
Aemetis Technologies, Inc., a Delaware corporation;
Aemetis Biochemicals, Inc., a Nevada corporationcorporation;
Aemetis Biofuels, Inc., a Delaware corporation, and its subsidiary Energy Enzymes, Inc., a Delaware corporation;
AE Advanced Fuels, Inc., a Delaware corporation, and its subsidiaries Aemetis Advanced Fuels Keyes, Inc., a Delaware corporation, and Aemetis Facility Keyes, Inc., a Delaware corporation;
Aemetis Advanced Fuels, Inc., a Nevada corporation;
Aemetis Advanced Products Keyes, Inc., a Delaware corporation; and,
Aemetis Advanced Fuels Goodland, Inc., a Delaware corporation; and,
Aemetis Advanced Biorefinery Keyes, Inc., a Delaware corporation.
 
We areHeadquartered in Cupertino, California, the Company is an advanced renewable fuels and biochemicals company focused on the acquisition, development and commercialization of innovative technologies that replace traditional petroleum-based products by converting first generation biofuelthrough the conversion of second-generation ethanol and biodiesel plants into advanced biorefineries.  Founded in 2006, we ownthe Company owns and operateoperates a 60 million gallon per year ethanol production facility (Keyes plant) in California’sthe California Central Valley near Modesto where we manufactureits manufactures and produceproduces ethanol, Wet Distiller’s Grain (WDG)wet distillers’ grains (“WDG”), Condensed Distillers Solubles (CDS)condensed distillers solubles (“CDS”) and distillers’ corn oiloil. The Company also owns and operates a 50 million gallon per year renewable chemical and advanced fuel production facility on the East Coast of India (Kakinada plant), where we manufacture and produceproducing high quality distilled biodiesel and refined glycerin.  In addition, we operateglycerin for customers in India and Europe. It also operates a research and development laboratory at the Maryland Biotech Center, and holdholds a portfolio of patents and related technology licenses for the production of renewable fuels and biochemicals.
 
Basis of Presentation and Consolidation. The consolidated condensed financial statements include the accounts of Aemetis, Inc. and its subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. The accompanying consolidated condensed balance sheet as of September 30, 2016,March 31, 2017, the consolidated condensed statements of operations and comprehensive loss for the three and nine months ended September 30,March 31, 2017 and 2016, and 2015, and the consolidated condensed statements of cash flows for the ninethree months ended September 30,March 31, 2017 and 2016 and 2015 are unaudited. The consolidated condensed balance sheet as of December 31, 20152016 was derived from the 20152016 audited consolidated financial statements and notes thereto. The consolidated condensed financial statements in this report should be read in conjunction with the 20152016 audited consolidated financial statements and notes thereto included in the Company’s annual report on Form 10-K for the year ended December 31, 2015.2016.
 
The accompanying consolidated condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States (U.S. GAAP) and pursuant to the rules and regulations of the SEC.
Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations.
 


AEMETIS, INC.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited, tabular data in thousands except par value and per share data)

In the opinion of management, the unaudited interim consolidated condensed financial statements for the three and nine months ended September 30,March 31, 2017 and 2016 and 2015 have been prepared on the same basis as the audited consolidated statements as of December 31, 20152016 and reflect all adjustments, consisting primarily of normal recurring adjustments, necessary for the fair presentation of its statement of financial position, results of operations and cash flows. The results of operations for the three and nine months ended September 30, 2016March 31, 2017 are not necessarily indicative of the operating results for any subsequent quarter, for the full fiscal year or any future periods.
 

AEMETIS, INC.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited, tabular data in thousands except par value and per share data)
Use of Estimates. The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the reporting period. To the extent there are material differences between these estimates and actual results, the Company’s consolidated financial statements will be affected.
 
Revenue recognitionRecognition. The Company recognizes revenue when there is persuasive evidence of an arrangement, delivery has occurred, the price is fixed or determinable and collection is reasonably assured. The Company records revenues based upon the gross amounts billed to its customers. Revenue from nonmonetary transactions, principally in-kind by-products received in exchange for material processing where the by-product is contemplated by contract to provide value, is recognized at the quoted market price of those goods received or by-products received.by-products.
 
Cost of Goods Sold. Cost of goods sold includes those costs directly associated with the production of revenues, such as raw material consumed, factory overhead and other direct production costs. During periods of idle plant capacity, costs otherwise charged to cost of goods sold are reclassified to selling, general and administrative expense.
 
Accounts Receivable.The Company sells ethanol, WDG, corn syrupCDS, and distillers’ corn oil through third-party marketing arrangements generally without requiring collateral. The Company sells biodiesel, glycerin, and processed natural oils to a variety of customers and may require advanced payment based on the size and creditworthiness of the customer. Accounts receivable consistsreceivables consist of product sales made to large creditworthy customers. Trade accounts receivable are presented at original invoice amount, net of theany allowance for doubtful accounts.
 
The Company maintains an allowance for doubtful accounts for balances that appear to have specific collection issues. The collection process is based on the age of the invoice and requires attempted contacts with the customer at specified intervals. If, after a specified number of days, the Company has been unsuccessful in its collection efforts, a bad debt allowance is recorded for the balance in question. Delinquent accounts receivable are charged against the allowance for doubtful accounts once uncollectibilityun-collectability has been determined. The factors considered in reaching this determination are the apparent financial condition of the customer and the Company’s success in contacting and negotiating with the customer. If the financial condition of the Company’s customers were to deteriorate additional allowances may be required. There is noWe did not reserve any balance for allowanceallowances for doubtful accounts at September 30, 2016as of March 31, 2017 and December 31, 2015.2016.
 
Inventories. Ethanol inventory, raw materials, and work-in-process are valued using methods which approximate the lower of cost (first-in, first-out) or net realizable value (NRV). Distillers’ grains and related products are stated at NRV. In the valuation of inventories, NRV is determined as estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation.

 
Property, Plant and Equipment. Property, plant and equipment are carried at cost less accumulated depreciation after assets are placed in service and are comprised primarily of buildings, furniture, machinery, equipment, land, and the biodiesel plant in India. It is the Company’s policy to depreciate capital assets over their estimated useful lives using the straight-line method.
 
The Company evaluates the recoverability of long-lived assets with finite lives in accordance with Accounting Standards Codification (ASC) Subtopic 360-10-35 Property Plant and Equipment –Subsequent–Subsequent Measurements, which requires recognition of impairment of long-lived assets whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. When events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable, based on estimated undiscounted cash flows, the impairment loss would be measured as the difference between the carrying amount of the assets and its estimated fair value.
 

AEMETIS, INC.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited, tabular data in thousands except par value and per share data)

Basic and Diluted Net Income (Loss)Loss per Share. Basic net income (loss)loss per share is computed by dividing net income or loss attributable to common shareholders by the weighted average number of common shares outstanding for the period. Diluted net income (loss)loss per share reflects the dilution of common stock equivalents such as options, convertible preferred stock, debt, and warrants to the extent the impact is dilutive. As the Company incurred net losses for the three and nine months ended September 30,March 31, 2017 and 2016, and 2015, potentially dilutive securities have been excluded from the diluted net loss per share computations as their effect would be anti-dilutive.
 
The following table shows the number of potentially dilutive shares excluded from the diluted net loss per share calculation as of September 30, 2016March 31, 2017 and 2015:2016:
 
 
As of   
 
 
As of   
 
 
September 30, 2016
 
 
September 30, 2015
 
 
March 31, 2017
 
 
March 31, 2016
 
 
 
 
 
 
 
Series B preferred (1:10 post split basis)
  133 
  141 
  133 
Common stock options and warrants
  1,965 
  1,307 
  2,613 
  1,316 
Debt with conversion feature at $30 per share of common stock
  861 
  783 
  1,168 
  801 
Total number of potentially dilutive shares excluded from the diluted net loss per share calculation
  2,959 
  2,231 
  3,914 
  2,250 
 
Comprehensive Loss. ASC 220 Comprehensive Income requires that an enterprise report, by major components and as a single total, the change in its net assets from non-owner sources. The Company’s other comprehensive income (loss) and accumulated other comprehensive loss consists solely of cumulative currency translation adjustments resulting from the translation of the financial statements of its foreign subsidiary. The investment in this subsidiary is considered indefinitely invested overseas, and as a result, deferred income taxes are not recorded related to the currency translation adjustments.
 

AEMETIS, INC.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited, tabular data in thousands except par value and per share data)
Foreign Currency Translation/Transactions. Assets and liabilities of the Company’s non-U.S. subsidiary that operates in a local currency environment, where that local currency is the functional currency, are translated into U.S. dollars at exchange rates in effect at the balance sheet date, with the resulting translation adjustments directly recorded to a separate component of accumulated other comprehensive loss. Income and expense accounts are translated at average exchange rates. Gains and losses from other foreign currency transactions are recorded in other income (expense).
 
Operating Segments. Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker, or decision-making group, in deciding how to allocate resources and in assessing performance. The CompanyAemetis recognizes two reportable geographic segments: “North America” and “India.”
 
The “North America” operating segment includes the Company’s 60 million gallons per year capacity Keyes plant in Keyes, California and its research facilities in College Park, Maryland.
 

AEMETIS, INC.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited, tabular data in thousands except par value and per share data)

The “India” operating segment encompasses the Company’s 50 million gallon per year capacity biodiesel plant in Kakinada, India, its administrative offices in Hyderabad, India, and the holding companies in Nevada and Mauritius.
 
Fair Value of Financial Instruments. Financial instruments includeThe carrying amount of cash and cash equivalents, accounts receivable and accounts payable current and non-current portionapproximate their estimated fair values due to the short-term maturities of notes payable and long-term debt and accrued expenses.those financial instruments. These financial instruments are considered Level 1 measurements under the fair value hierarchy. Due to the unique terms of our notes payable and long-term debtlines of credit and the financial condition of the Company, the fair value of the debt is not readily determinable.  Upondeterminable and outside valuation experts are used to estimate the discount rate using the similar instruments in case of application of extinguishment accounting to our debt instruments, we use outside valuation experts to estimate the applicable discount rate using similar instruments.  The fair value, determined using level 3 inputs, of all other current financial instruments is estimated to approximate carrying value due to the short-term nature of these instruments.accounting.
 
Share-Based Compensation. The Company recognizes share-based compensation expense in accordance with ASC 718 Stock Compensation, requiring the Company to recognize expense related to the estimated fair value of the Company’s share-based compensation awards at the time the awards are granted adjusted to reflect only those shares that are expected to vest.
 
Commitments and Contingencies. The Company records and/or discloses commitments and contingencies in accordance with ASC 450 Contingencies. ASC 450 applies to an existing condition, situation or set of circumstances involving uncertainty as to possible loss that will ultimately be resolved when one or more future events occur or fail to occur.
 
Debt Modification Accounting. The Company evaluates amendments to its debt in accordance with ASC 470-50 Debt – Modification and Extinguishments for modification and extinguishment accounting. This evaluation includes comparing the net present value of cash flows of the new debt to the old debt to determine if changes greater than 10 percent occurred. In instances where the net present value of future cash flows changed more than 10 percent, the Company applies extinguishment accounting and determines the fair value of its debt based on factors available to the Company.

 
AEMETIS, INC.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited, tabular data in thousands except par value and per share data)

Convertible Instruments. The Company evaluates the impacts of convertible instruments based on the underlying conversion features. Convertible instruments are evaluated for treatment as derivatives that could be bifurcated and recorded separately. Any beneficial conversion feature is recorded based on the intrinsic value difference at the commitment date.
 
Recently Issued Accounting Pronouncements.
 
In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606), which supersedes all existing revenue recognition requirements, including most industry-specific guidance. The new standard requires a company to recognize revenue when it transfers goods or services to customersNone reported beyond those disclosed in an amount that reflects the consideration that the company expects to receive for those goods or services. The new standard will be effective for us on January 1, 2018. We are currently evaluating the potential impact that Topic 606 may have on our financial position and results of operations.2016 annual report.
 
2.            Inventory
Inventories
 
Inventory consists of the following:
 
 
September 30, 2016  
 
 
December 31, 2015  
 
Raw materials
 $1,465 
 $1,219 
Work-in-progress
  1,638 
  1,807 
Finished goods
  879 
  1,778 
Total inventories
 $3,982 
 $4,804 
3.         Property, Plant and Equipment
Property, plant and equipmentInventories consist of the following:
 
 
 
September 30, 2016  
 
 
December 31, 2015  
 
Land
 $2,724 
 $2,727 
Plant and buildings
  81,975 
  81,821 
Furniture and fixtures
  504 
  494 
Machinery and equipment
  4,314 
  4,052 
Construction in progress
  25 
  147 
Total gross property, plant & equipment
  89,542 
  89,241 
Less accumulated depreciation
  (21,999)
  (18,523)
Total net property, plant & equipment
 $67,543 
 $70,718 
 
 
March 31,
2017  
 
 
December 31,
2016  
 
Raw materials
 $979 
 $1,044 
Work-in-progress
  1,405 
  1,360 
Finished goods
  400 
  837 
Total inventories
 $2,784 
 $3,241 
 

 
AEMETIS, INC.
 
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited, tabular data in thousands except par value and per share data)
 
3.          
Property, Plant and Equipment
Property, plant and equipment consist of the following:
 
 
March 31,
2017  
 
 
December 31,
2016  
 
Land
 $2,738 
 $2,713 
Plant and buildings
  82,282 
  81,755 
Furniture and fixtures
  603 
  572 
Machinery and equipment
  4,353 
  4,308 
Construction in progress
  104 
  88 
Total gross property, plant & equipment
  90,080 
  89,436 
Less accumulated depreciation
  (24,410)
  (23,066)
Total net property, plant & equipment
 $65,670 
 $66,370 
Depreciation on the components of property, plant and equipment is calculated using the straight-line method to allocate their depreciable amounts over their estimated useful lives as follows:
 
 
 
Years
 
Plant and buildings
  20-3020 - 30 
Machinery & equipment
  5-75 - 7 
Furniture & fixtures
  3-53 - 5 
 
For the three months ended September 30,March 31, 2017 and March 31, 2016, and 2015, the Company recorded depreciation expense of $1.1 million and $1.2 million, respectively. For the nine months ended September 30, 2016 and 2015, the Company recorded depreciation expense of $3.5 million and $3.6 million, respectively.
 
Management is required to evaluate these long-lived assets for impairment whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. Management determined there werewas no triggering eventsimpairment on the long-lived assets during the three and nine months ended September 30, 2016.March 31, 2017.
 
4.          
Debt
 
Debt consists of the following:notes from our senior lender, Third Eye Capital, acting as Agent for the Purchasers (Third Eye Capital), other working capital lenders and subordinated lenders as follows:
 
 
September 30, 2016
 
 
December 31, 2015
 
 
March 31,
2017
 
 
December 31,
2016
 
Third Eye Capital term notes
 $6,459 
 $6,269 
 $6,645 
 $6,577 
Third Eye Capital revolving credit facility
  32,525 
  25,870 
  27,450 
  24,927 
Third Eye Capital revenue participation term notes
  10,846 
  10,526 
  11,153 
  11,042 
Third Eye Capital acquisition term notes
  18,768 
  18,260 
  19,276 
  19,085 
Third Eye Capital promissory note
  2,124 
  - 
Cilion shareholder seller notes payable
  5,636 
  5,523 
  5,711 
  5,674 
State Bank of India secured term loan
  3,161 
  4,200 
Subordinated notes
  7,114 
  6,340 
  7,785 
  7,565 
EB-5 long term promissory notes
  25,830 
  23,907 
  35,075 
  35,027 
Unsecured working capital loans
  441 
  - 
  1,371 
  1,817 
Total debt
  110,780 
  100,895 
  116,590 
  111,714 
Less current portion of debt
  12,546 
  11,947 
  12,855 
  11,409 
Total long term debt
 $98,234 
 $88,948 
 $103,735 
 $100,305 

AEMETIS, INC.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited, tabular data in thousands except par value and per share data)
 
Third Eye Capital Note Purchase Agreement
 
On July 6, 2012, Aemetis, Inc. and Aemetis Advanced Fuels Keyes, Inc. (AAFK)(“AAFK”), entered into an Amended and Restated Note Purchase Agreement with Third Eye Capital (the Note“Note Purchase Agreement)Agreement”). Pursuant to the Note Purchase Agreement, Third Eye Capital extended credit in the form of (i) senior secured term loans in an aggregate principal amount of approximately $7.2 million to replace existing notes held by Third Eye Capital (the Term Notes)“Term Notes”); (ii) senior secured revolving loans in an aggregate principal amount of $18.0 million (Revolving(“Revolving Credit Facility)Facility”); (iii) senior secured term loans in the principal amount of $10.0 million to convert the prior revenue participation agreement to a note (Revenue(“Revenue Participation Term Notes)Notes”); and (iv) senior secured term loans in an aggregate principal amount of $15.0 million (Acquisition(“Acquisition Term Notes)Notes”) used to fund the cash portion of the acquisition of Cilion, Inc. (the Term Notes, Revolving Credit Facility, Revenue Participation Term Notes and Acquisition Term Notes are referred to herein collectively as the Original Third Eye Capital Notes). The Third Eye Capital Notes have a maturity date of April 1, 2017, extendable by the Company to April 2018 upon payment of a fee equal to 5% of the carrying value of the debt. After this financing transaction, Third Eye Capital obtained sufficient equity ownership in the Company to be considered a related party.

The Original Third Eye Capital Notes have a maturity date of April 1, 2018.
 
AEMETIS, INC.On January 31, 2017, a Promissory Note (the “January 2017 Note”, together with the Original Third Eye Capital Notes, the “Third Eye Capital Notes”) for $2.1 million was advanced by Third Eye Capital to Aemetis Inc., as a short-term credit facility for working capital and other general corporate purposes with an interest rate of 14% per annum maturing on the earlier of (a) receipt of proceeds from any financing, refinancing, or other similar transaction, (b) extension of credit by payee, as lender or as agent on behalf of certain lenders, to the Company or its affiliates, or (c) May 30, 2017. In addition, as part of the January 2017 Note agreement, Aemetis used $0.5 million of the total proceeds to buy back 275 thousand common shares that were held by Third Eye Capital. In consideration of the January 2017 Note, $133 thousand of the total proceeds were paid to Third Eye Capital as financing charges. As of March 31, 2017, the outstanding balance on the January 2017 Note was $2.1 million.
 
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited, tabular data in thousands except par value and per share data)

On March 21, 2016,1, 2017, Third Eye Capital agreed to Amendment No. 1213 to the Note Purchase Agreement to: (i) extend the maturity date of the Third Eye Capital Notes to April 1, 20172018 in exchange for a 5% extension fee consisting of adding $3.1 million to the outstanding principal balance of the Revolving Credit Facility, with an allowableNote Purchase Agreement and allowing for the further extension of the maturity date of the Third Eye Capital Notes to April 1, 2018,2019, at the Company’s election, for an additional extension fee of 5% of the then outstanding Third Eye Capital Notes, (ii) waive the free cash flow financial covenant under the Note Purchase Agreement for the three months ended December 31, 2015,2016, (iii) provide that such covenant need notwill be complied with fordeleted prospectively from the fiscal quarters ending March 31, June 30Note Purchase Agreement, (iv) waive the default under the Note Purchase Agreement relating to indebtedness outstanding to Laird Cagan and September 30, 2016, (iv) revise(v) waive the Keyes Plant market valuecovenant under the Note Purchase Agreement to note indebtedness ratio to 70%, (v) add a covenant thatpermit the Company shall have received I-924 approvalto pay off the defaulted Laird Cagan subordinated note by issuing stock. The borrowers agreed to use their best efforts to close the transaction to purchase assets in Goodland, Kansas from the U.S. Citizenship and Immigration Services (USCIS) for additional EB-5 Program financing of at least $35 million by June 1, 2016 and (vi) increase the basket for all costs and expenses that may be reimbursedThird Eye Capital as described in a non-binding offer to directorspurchase letter between an affiliate of the Company and its affiliates to $0.3 million in any given fiscal year.Third Eye Capital. As consideration for such amendment and waiver, the borrowers agreed to pay Third Eye Capital an amendment and waiver fee of $1.5 million$750 thousand to be added to the outstanding principal balance of the Revolving Credit Facility, and to deliverFacility. As a binding letter of intent from Aemetis Advanced Fuels Goodland, Inc. to acquire the plant, property and equipment located in Goodland, Kansas and previously owned by New Goodland Energy Center for $15,000,000 in assumed debt.  In addition, a Promissory Note dated February 9, 2016 for $0.3 million was added to the outstanding principal balanceresult of the Revolving Credit Facility as partextension of the maturity date in Amendment No. 12 to13, the Note Purchase Agreement.Third Eye Capital Notes are classified as non-current debt. We evaluated the Amendment of the Notes and applied modification accounting treatment in accordance with ASC 470-50Debt – Modification and Extinguishment.
 
On April 15, 2016,28, 2017, the Company entered into a short-term credit facility for working capital and other general corporate purposes governed by a Promissory Note for $1.2$1.5 million (April Promissory Note) was advanced bypayable to Third Eye Capital to Aemetis Inc., as a bridge loan with 12%an interest rate of 14% per annum maturing on the earlierearliest of (a) closing of the Financing, (b) receipt of proceeds from any financing, refinancing or other similar transaction, (c) extension of credit by the Lender, or Agent on behalf of certain lenders or the Noteholders, to Aemetis Advanced Fuels Goodland, Inc.,the Debtors or their affiliates, and (b) 60 days from the April Promissory Note date or(d) June 14, 2016. The April Promissory Note was subject to cross default provisions on other Third Eye Capital Notes and the waiver was obtained on July 31, 2016 to extend the maturity date of the April Promissory Note to September 30, 2016 with an increase in interest per annum to 18%. As of September 30, 2016, the Company had repaid all of the principal and interest outstanding on the bridge loan Promissory Note.15, 2017.
 
Terms of Third Eye Capital Notes
 
A.
Term Notes. As of September 30, 2016,March 31, 2017, the Company had $6.5$6.6 million in principal and interest outstanding under the Term Notes, net of unamortized fair value discounts of $0.2$0.4 million. The Term Notes mature on April 1, 2017* and accrue interest2018. Interest on the Term Notes accrues at 14% per annum.
 
B.
Revolving Credit Facility. The Revolving Credit Facility accrues interest at the prime rate plus 13.75% (17.75% as of March 31, 2017), payable monthly in arrears. The Revolving Credit Facility matures on April 1, 2018. As of September 30, 2016,March 31, 2017, AAFK had $32.5$27.5 million in principal and interest outstanding, net of unamortized debt issuance costs of $1.0$1.5 million on the Revolving Credit Facility.  The Revolving Credit Facility matures on April 1, 2017* and accrues interest at the prime rate plus 13.75% (17.25% as of September 30, 2016), payable monthly in arrears.
 

 
AEMETIS, INC.
 
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited, tabular data in thousands except par value and per share data)

C.
Revenue Participation Term Notes. As of September 30, 2016, AAFK had $10.8 million in principal and interest outstanding, net of unamortized discounts of $0.4 million, on the Revenue Participation Term Notes. The Revenue Participation Term Notes bear interest at 5% per annum and mature on April 1, 2017* and accrue interest at 5% per annum.
D.
Acquisition Term Notes.2018. As of September 30, 2016, Aemetis Facility Keyes, Inc.March 31, 2017, AAFK had $18.8$11.2 million in principal and interest outstanding, net of unamortized discounts of $0.6 million, on the AcquisitionRevenue Participation Term Notes. The Acquisition Term Notes mature on April 1, 2017* and accrue interest at prime rate plus 10.75% (14.25% per annum as of September 30, 2016).
 
D. 
Acquisition Term Notes.The Acquisition Term Notes accrue interest at the prime rate plus 10.75% (14.75% per annum as of March 31, 2017) and mature on April 1, 2018. As of March 31, 2017, Aemetis Facility Keyes, Inc. had $19.3 million in principal and interest outstanding, net of unamortized discounts of $1.0 million, on the Acquisition Term Notes.
E. 
January 2017 Note.The January 2017 Note accrues interest at 14% and matures on May 30, 2017. As of March 31, 2017, the outstanding balance on the January 2017 Note was $2.1 million.
 
The Third Eye Capital Notes contain various covenants, including but not limited to, minimum free cash flow debt to plant value ratio, andminimum production requirements, and restrictions on capital expenditures.
 
The Third Eye Capital Notes are secured by first priority liens on all real and personal property of, and assignment of proceeds from all government grants and guarantees from Aemetis, Inc. The Third Eye Capital Notes all contain cross-collateral and cross-default provisions. McAfee Capital, LLC (McAfee Capital)(“McAfee Capital”), owned by Eric McAfee, the Company’s Chairman and CEO, provided a guaranty of payment and performance secured by all of its Company shares. In addition, Eric McAfee provided a blanket lien on substantially all of his personal assets, and McAfee Capital provided a guarantee in the amount of $8.0 million.
*The note maturity date can be extended by the Company to April 2018. As a condition to any such extension, the Company would be required to pay a fee of 5% of the carrying value of the debt. By this ability to extend the maturity at the Company’s will, the Third Eye Capital Notes are classified as non-current debt.
 
Cilion shareholder seller notes payable. In connection with the Company’s merger with Cilion, Inc. (Cilion), (“Cilion”) on July 6, 2012, the Company issued $5.0 million in notes payable to Cilion shareholders (Cilion Notes) as merger compensation subordinated to the senior secured Third Eye Capital Notes. The Cilion Notes bearliability bears interest at 3% per annum and areis due and payable after the Third Eye Capital Notes have been paid in full. As of September 30, 2016,March 31, 2017, Aemetis Facility Keyes, Inc. had $5.6$5.7 million in principal and interest outstanding onunder the Cilion Notes.shareholder seller notes payable.
 
State Bank of India secured term loan.  On June 26, 2008, Universal Biofuels Private Limited (UBPL), the Company’s India operating subsidiary, entered into a six year secured term loan with the State Bank of India in the amount of approximately $6.0 million.  The term loan is secured by UBPL’s assets, consisting of the Kakinada plant.
On August 22, 2015, UBPL received from the State Bank of India a One Time Settlement Sanction Letter allowing for, among other things, four payments over a 360 day period amounting to $4.3 million, an interest rate holiday for 15 days, after which the interest rate is payable at the rate of 2% above the base rate of the Reserve Bank of India, and certain releases by both parties. The base rate was at 9.3% to 9.7% and interest has accrued at 11.3% to 11.7%. Upon performance under the agreement, including the payment of all stipulated amounts, UBPL will receive relief for prior accrued interest in the amount of approximately $2.1 million. We paid the first payment under the settlement on August 23, 2015, the second payment under the settlement on October 22, 2015 and the third payment under the settlement on March 27, 2016. The final payment under the settlement was due on August 25, 2016 with a grace period until October 25, 2016. As of September 30, 2016, the State Bank of India loan had $3.2 million in principal and accrued interest outstanding.  On October 20, 2016, the Company paid the final stipulated amount and received relief for prior accrued interest in the amount of approximately $2.1 million.

AEMETIS, INC.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited, tabular data in thousands except par value and per share data)

Subordinated Notes. On January 6 and January 9, 2012, AAFK entered into Note and Warrant Purchase Agreements with two accredited investors pursuant to which it issued $0.9 million and $2.5 million in original notes to the investors (Subordinated Notes). The Subordinated Notes mature every six months. Upon maturity, the notes are generally extended with a fee of 10% added to the balance outstanding plus issuance of warrants exercisable at $0.01 with a two year term. Interest is due at maturity. Neither AAFK nor Aemetis may make any principal payments under the Subordinated Notes until all loans made by Third Eye Capital to AAFK are paid in full.
 
On JulyJanuary 1, 2016,2017, the Subordinated Notes were amended to extend the maturity date until the earlier of (i) December 31, 2016;June 30, 2017; (ii) completion of an equity financing by AAFK or Aemetis in an amount of not less than $25.0 million; (iii) the completion of an Initial Public Offering by AAFK or Aemetis; or (iv) after the occurrence of an Event of Default, including failure to pay interest or principal when due and breaches of note covenants. A 10% cash extension fee was paid by adding the fee to the balance of the new note and warrants to purchase 113 thousand shares of common stock were granted with a term of two years and an exercise price of $0.01 per share. We evaluated these Julythe January 1, 2016 amendments2017 amendment and the refinancing terms of the notes and determined thatapplied modification accounting was appropriatetreatment in accordance with ASC 470-50 Debt – Modification and Extinguishment.
 

AEMETIS, INC.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited, tabular data in thousands except par value and per share data)

On January 14, 2013, Laird Cagan, a related party, loaned $0.1 million through a promissory note maturing on April 30, 2013December 31, 2016 with a five percent annualized interest rate and the right to exercise 5 thousand warrants exercisable at $0.01 per share (Laird Cagan Note). In February 2015, the Laird Cagan Note was amended to extend the maturity date until the earlier of (i) December 31, 2016; (ii) completion of an equity financing by AAFK or the Company in an amount of not less than $25.0 million; (iii) the completion of an initial public offering by AAFK or Company; or (iv) after the occurrence of an Event of Default, including failure to pay interest or principal when due and breaches of note covenants.share.
 
At September 30, 2016March 31, 2017 and December 31, 2015,2016, the Company had,owed, in aggregate, subordinated notes in the amount of $7.1$7.8 million and $6.3$7.6 million in principal and interest outstanding, respectively, under the Subordinated Notes including the Laird Cagan Note.net of unamortized issuance discounts of $0.3 million and none, respectively.
 
EB-5 long-term promissory notes. EB-5 is a U.S. government program authorized by the Immigration and Nationality Act designed to foster employment-based visa preference for immigrant investors to encourage the flow of capital into the U.S. economy and to promote employment of U.S. workers. The Company entered into a Note Purchase Agreement dated March 4, 2011, (as further amended on January 19, 2012 and July 24, 2012) with Advanced BioEnergy, LP, a California limited partnership authorized as a Regional Center to receive EB-5 investments, for the issuance of up to 72 subordinated convertible promissory notes (EB-5 Notes)(the “EB-5 Notes”) bearing interest at 3%, with each note in the principal amount of $0.5 million and due and payable four years from the date of theeach note, for a total aggregate principal amount of up to $36.0 million (EB-5(the “EB-5 Phase I funding)funding”). The EB-5 Notes are convertible after three years at a conversion price of $30.00$30 per share.
 
Advanced BioEnergy, LP arranges investments with foreign investors, who each make loans to the Keyes plant in increments of $0.5 million. TheAs of March 31, 2017, the Company has sold an aggregate principal amount of $36.0 million of EB-5 Notes under the EB-5 Phase I funding since 2012, to the report date of this filing. As of September 30, 2016, $25.0which $34.0 million have been released from the escrow amount to the Company, with $11.0$1.0 million remaining in escrow. On Oct. 12, 2016, an additional $6.0escrow and $1.0 million was released from the escrow amount, with the availability of the remaining $5.0 million dependent on USCIS approval of those investors who have made escrow deposits.to be funded to escrow. As of September 30, 2016, $25.0March 31, 2017, $34.0 million in principal and $0.8$1.1 million in accrued interest waswere outstanding on the EB-5 Notes.

AEMETIS, INC.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited, tabular data in thousands except par value and per share data)

On October 16, 2016, the Company launched a new $50.0 millionits EB-5 Phase II funding, issuingwith plans to issue $50.0 million in additional EB-5 Notes on the samesubstantially similar terms and conditions as those issued under the Company’s EB-5 Phase I funding.
 
Unsecured working capital loans. In November 2008, the Company entered into an operating agreement with Secunderabad Oils Limited (Secunderabad Oils)(“Secunderabad Oils”). Under this agreement, Secunderabad Oils agreed to provide the Company with working capital, on an as needed basis, to fund the purchase of feedstock and other raw materials for its Kakinada biodiesel facility. Working capital advances bear interest at the actual bank borrowing rate of Secunderabad Oils of 15%12%. In return, the Company agreed to pay Secunderabad Oils an amount equal to 30% of the plant’s monthly net operating profit. In the event that the Company’s biodiesel facility operates at a loss, Secunderabad Oils would owe the Company 30% of the losses. The agreement can be terminated by either party at any time without penalty. On January 1, 2016, Secunderabad Oils suspended the agreement to use any funds provided under the agreement to buy feedstock until commodity prices returned to economically viable levels. On June 1, 2016, the agreement was reinstatedreinitiated on the terms described above.
 
During the three months ended September 30,March 31, 2017 and 2016, and 2015, the Company made principal and interest payments to Secunderabad Oils of approximately $3.6$0.5 million and $2.4 million, respectively.  During the nine months ended September 30, 2016 and 2015, the Company made principal and interest payments to Secunderabad Oils of approximately $4.5 million and $3.5$0.1 million, respectively. As of September 30, 2016March 31, 2017 and December 31, 2015,2016, the Company had approximately $0.4$1.3 million and none$0.3 million outstanding under this agreement, respectively.
 
In October 2016, the Company made an agreement with a supplier of palm stearin to its Kakinada plant to pay 12% interest on an unpaid balance under the raw material purchase agreement of $1.9 million. As of March 31, 2017 and December 31, 2016, the Company had nil and $1.5 million outstanding on this raw material purchase agreement, respectively.

AEMETIS, INC.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited, tabular data in thousands except par value and per share data)

Scheduled debt repayments for loan obligations follow:
 
Twelve months ended September 30,
 
Debt Repayments
 
2017
 $12,546 
Twelve months ended March 31,
 
Debt Repayments
 
2018
  73,335 
 $12,855 
2019
  20,500 
  88,569 
2020
  6,636 
  8,000 
2021
  - 
  10,711 
Total debt
  113,017 
  120,135 
Discounts
  (2,237)
  (3,545)
Total debt, net of discounts
 $110,780 
 $116,590 
    
 
5. Stock-Based Compensation
 
Common Stock Reserved for Issuance
 
Aemetis authorized the issuance of 1.92.6 million shares of common stock under its Zymetis 2006 Stock Plan and Amended and Restated 2007 Stock Plan (together, the “Company Stock Plans”), which includeincludes both incentive and non-statutory stock options. These options generally expire five to ten years from the date of grant with a general vesting term of 1/12th every three months and are exercisable at any time after vesting subject to continuation of employment.
On January 19, 2017, 637 thousand stock option grants were issued to employees and directors under the Company Stock Plans. As of March 31, 2017, 171 thousand options were vested and 2.1 million options are outstanding under the Company Stock Plans.
 
Non-Plan Stock Options
 
In November 2012, the Company issued 98 thousand stock options to board members and consultants outside of any Company stock option plan. As of September 30, 2016,March 31, 2017, all options are vested and 89 thousand options are outstanding.
Inducement Equity Plan Options
In March 2015, the board of directors of the Company approved an Inducement Equity Plan authorizing the issuance of 100 thousand non-statutory stock options to purchase common stock. As of March 31, 2017, 37 thousand options were outstanding.
The following is a summary of options granted under the all above stock plans:
 
 
Shares Available
for Grant
 
 
Number of Shares Outstanding
 
 
Weighted-Average
Exercise Price
 
Balance as of December 31, 2016
  98 
  1,632 
 $4.37 
Authorized
  655 
  - 
  - 
Granted
  (637)
  637 
  1.72 
Forfeited/expired
  9 
  (9)
  4.86 
Balance as of March 31, 2017
  125 
  2,260 
 $3.62 
As of March 31, 2017, there were 1.2 million options vested under all the above stock plans.

 
AEMETIS, INC.
 
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited, tabular data in thousands except par value and per share data)
 
Inducement Equity Plan Options
In March 2015, the Board of Directors of the Company approved an Inducement Equity Plan authorizing the issuance of 100 thousand non-statutory stock options to purchase common stock.  As of September 30, 2016, 37 thousand options were outstanding.
The following is a summary of options granted under all stock plans:
 
 
Shares Available for Grant
 
 
Number of Shares Outstanding
 
 
Weighted-Average Exercise Price
 
 
 
 
 
 
 
 
 
 
 
Balance as of December 31, 2015
  95 
  980 
 $5.76 
Authorized
  655 
  - 
  - 
Granted
  (711)
  711 
  2.52 
Exercised
  - 
  - 
  - 
Forfeited/expired
  69 
  (69)
  4.70 
Balance as of September 30, 2016
  108 
  1,622 
 $4.39 
Stock-based compensation for employees
 
Stock-based compensation is accounted for in accordance with the provisions of ASC 718, Compensation-Stock Compensation,, which requires the measurement and recognition of compensation expense for all stock-based awards made to employees and directors based on estimated fair values on the grant date. We estimate the fair value of stock-based awards on the date of grant using the Black-Scholes option pricing model. The value of the portion of the award that is ultimately expected to vest is recognized as expense over the requisite service periods using the straight-line method.
 
For the three months ended September 30,March 31, 2017 and 2016, and 2015, the Company recorded stock compensation expense in the amount of $172$409 thousand and $161 thousand, respectively. For the nine months ended September 30, 2016 and 2015, the Company recorded stock compensation expense in the amount of $573 thousand and $694$117 thousand, respectively.
 
Valuation and Expense Information
 
All issuances of stock options or other issuances of equity instruments to employees as the consideration for services received by us are accounted for based on the fair value of the equity instrument issued. The fair value of options granted to employees is estimated on the grant date using the Black-Scholes option valuation model. This valuation model for stock based compensation expense requires us to make assumptions and judgments about the variables used in the calculation, including the fair value of our common stock, the expected term (the period of time that the options granted are expected to be outstanding), the volatility of our common stock, a risk-free interest rate, and expected dividends. We also estimate forfeitures of unvested stock options. To the extent actual forfeitures differ from the estimates, the difference will be recorded as a cumulative adjustment in the period estimates are revised. No compensation cost is recorded for options that do not vest. We use the simplified calculation of expected life described in the SEC’s Staff Accounting Bulletin No. 107, Share-Based Payment, and volatility is based on an average of the historical volatilities of the common stock of four entities with characteristics similar to those of the Company. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant for periods corresponding with the expected life of the option. We use an expected dividend yield of zero, as we do not anticipate paying any dividends in the foreseeable future. Expected forfeitures are assumed to be zero due to the small number of plan participants and the plan.

AEMETIS, INC.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited, tabular data in thousands except par value and per share data)
12,000 new hire stockThere were 637 thousand options were issuedgranted during the three months ended September 30, 2016. March 31, 2017.
The following assumptions were used to calculate the fair value ofcalculations for options granted during three months ended March 31, 2017 are based on the stock options issued.
following assumptions:
 
Description
For the three months ended March 31, 2017
Value
 
Dividend-yield
  0%
Risk-free interest rate
  1.382.28%
Expected volatility
  75.974.83%
Expected life (years)
  7 
Market value per share on grant date
 $1.631.72 
Fair value per share on grant date
 $1.011.21 
 
As of September 30, 2016,March 31, 2017, the Company had $1.3$1.5 million of total unrecognized compensation expense for employees which the Company will amortize over the 2.352.3 years of weighted average remaining term.
 

AEMETIS, INC.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited, tabular data in thousands except par value and per share data)

6.            
Agreements
 
Working Capital Arrangement. Pursuant to a Corn Procurement and Working Capital Agreement with J.D. Heiskell, & Co. (J.D. Heiskell).  Thethe Company agreed to procure whole yellow corn and grain sorghum,milo primarily from J.D. Heiskell. The Company has the ability to obtain grain from other sources subject to certain conditions;conditions, however, in the past all the Company’sof our grain purchases have been from J.D. Heiskell. Title and risk of loss of the corn and milo pass to the Company when the corn isand milo are deposited into the Keyes plant weigh bin. The term of the Agreement expires on December 31, 20162017 and is automatically renewed for additional one-year terms. J.D. Heiskell further agrees to sell all ethanol the Company produces to Kinergy Marketing or other marketing purchasers designated by the Company and all WDG the Company produces to A.L. Gilbert.  The Company markets and sells distillers corn oil to A.L. Gilbert and other third parties.  The Company’sGilbert. Our relationships with J.D. Heiskell, Kinergy Marketing, and A.L. Gilbert are well established and the Company believes that the relationships are beneficial to all parties involved in utilizing the distribution logistics, reaching out to widespread customer base, managing inventory, and building working capital relationships. Revenue is recognized upon delivery of ethanol to J. D. Heiskell as revenue recognition criteria have been met and any performance required of the Company subsequent to the saledelivery to J.D. Heiskell is inconsequential. These agreements are ordinary purchase and sale agency agreements for the Keyes plant.

 
AEMETIS, INC.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited, tabular data in thousands except par value and per share data)

The J.D. Heiskell sales activity associated with the Purchasing Agreement and the Corn Procurement and Working Capital AgreementsAgreement during the three and nine months ended September 30,March 31, 2017 and 2016 and 2015 arewere as follows:
 
 
 As of and for the three months ended September 30,
 
 
As of and for the nine months ended September 30,
 
 
 As of and for the three months ended March 31,
 
 
2016  
 
 
2015  
 
 
2016  
 
 
2015  
 
 2017 
 2016 
Ethanol sales
 $24,687 
 $23,906 
 $68,993 
 $70,765 
 $22,544 
 $20,251 
Wet distiller's grains sales
  6,114 
  5,609 
  16,918 
  19,568 
  4,564 
  5,175 
Corn oil sales
  788 
  835 
  2,232 
  2,771 
  798 
  707 
Corn/milo purchases
  23,098 
  24,056 
  67,766 
  74,949 
  23,468 
  21,353 
Accounts receivable
  345 
  312 
  345 
  312 
  336 
  302 
Accounts payable
  1,241 
  1,539 
  1,241 
  1,539 
  1,616 
  1,391 
 
Ethanol and Wet Distillers Grains Marketing Arrangement. The Company has entered into an Ethanol Marketing Agreement with Kinergy Marketing and a Wet Distillers Grains Marketing Agreement with A. L. Gilbert. Under the terms of the agreements, subject to certain conditions, the agreements with Kinergy Marketing and with A.L. Gilbert mature on August 31, 2017 and on December 31, 2016,2017, respectively, each with automatic one-year renewals thereafter. For the three months ended September 30,March 31, 2017 and 2016, and 2015, the Company expensed marketing costs of $0.6$0.5 million for each, period, respectively, under the terms of both ethanolthe Ethanol Marketing Agreement and wet distiller’s grains marketing agreements. For the nine months ended September 30, 2016 and 2015, the Company expensed marketing costs of $1.7 million and $1.8 million, respectively.Wet Distillers Grains Marketing Agreement.
 
7.          
Segment Information
 
The CompanyAemetis recognizes two reportable geographic segments: “North America” and “India.” The “North America” operating segment includes the Company’s owned ethanol plant in Keyes, California and its technology lab in College Park, Maryland. As the Company’s technology gains market acceptance, this business segment willis expected to include its domestic commercial application of cellulosic ethanol technology, its plant construction projects and any acquisitions of ethanol or ethanol related technology facilities in North America.
 
The “India” operating segment includes the Company’s 50 million gallon per year nameplate capacity biodiesel manufacturing plant in Kakinada, the administrative offices in Hyderabad, India, and the holding companies in Nevada and Mauritius. The Company’s biodiesel is marketed and sold primarily to customers in India through brokers and by the Company directly.

 
AEMETIS, INC.
 
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited, tabular data in thousands except par value and per share data)
 
Summarized financial information by reportable segment for the three and nine months ended September 30,March 31, 2017 and 2016 and 2015 follows:
 
 
For the three months
ended September 30,
 
 
For the nine months
ended September 30,
 
 
For the three months
ended March 31,
 
 
2016
 
 
2015
 
 
2016
 
 
2015
 
 
2017
 
 
2016
 
Revenues
 
 
 
 
 
 
North America
 $33,889 
 $32,444 
 $93,979 
 $99,795 
 $29,953 
 $28,052 
India
  5,488 
  6,066 
  11,783 
  11,508 
  1,621 
  5,274 
Total revenues
 $39,377 
 $38,510 
 $105,762 
 $111,303 
 $31,574 
 $33,326 
    
    
Cost of goods sold
    
    
North America
 $30,391 
 $31,603 
 $86,174 
 $97,489 
 $30,649 
 $26,159 
India
  5,320 
  5,873 
  11,892 
  11,059 
  1,512 
  5,081 
Total cost of goods sold
 $35,711 
 $37,476 
 $98,066 
 $108,548 
 $32,161 
 $31,240 
    
    
Gross profit (loss)
    
    
North America
 $3,498 
 $841 
 $7,805 
 $2,306 
 $(696)
 $1,893 
India
  168 
  193 
  (109)
  449 
  109 
  193 
    
Total gross profit
 $3,666 
 $1,034 
 $7,696 
 $2,755 
Total gross profit (loss)
 $(587)
 $2,086 
 
North America. During the three and nine months ended September 30,March 31, 2017 and 2016, the Company’s revenues from ethanol, WDG, and corn oil were earnedmade pursuant to the GrainCorn Procurement and Working Capital Agreement established between the Company and J.D. Heiskell. Sales of ethanol, WDG, and corn oil to J.D. Heiskell accounted for 93% and 94% of the Company’s North America segment revenues for the three and nine months ended September 30, 2016, respectively.
During the threeMarch 31, 2017 and nine months ended September 30, 2015, the Company’s revenues from ethanol, WDG, and corn oil were earned pursuant to the Grain Procurement and Working Capital Agreement established between the Company and J.D. Heiskell.  Sales of ethanol, WDG, and corn oil to J.D. Heiskell accounted for 94% and 93% of the Company’s North America segment revenues for the three and nine months ended September 30, 2015, respectively.2016.
 
India. During the three months ended September 30, 2016, twoMarch 31, 2017, one customer in biodiesel customers accounted for 57%44% and 17%one customer in refined glycerin accounted for 13% of the Company’s consolidated India segment revenues. During the three months ended March 31, 2016, one customer in biodiesel accounted for 53% and no customer in refined glycerin customers accounted for more than 10% of the Company’s consolidated India segment revenues compared to one biodiesel customer accounting for 72% and no refined glycerin customers accounting for more than 10%revenues.
Total assets by segment consist of the consolidated India segment revenues duringfollowing:
 
 
As of
 
 
 
March 31,
 
 
December 31,
 
 
 
2017
 
 
2016
 
 
 
 
 
 
 
 
North America
 $64,735 
 $67,279 
India
  10,242 
  10,531 
    Total Assets
 $74,977 
 $77,810 
8.          
Related Party Transactions
The Company owes Eric McAfee, the Company’s Chairman and CEO, and McAfee Capital, solely owned by Eric McAfee, amounts of $0.4 million and $0.4 million in connection with employment agreements and expense reimbursements included in accrued expenses and accounts payable on the balance sheet as of March 31, 2017 and December 31, 2016. For the three months ended September 30, 2015.March 31, 2017 and 2016, the Company expensed $17 thousand and $22 thousand, respectively, to reimburse actual expenses incurred for McAfee Capital and related entities. The Company prepaid $0.2 million to Redwood Capital, a company controlled by Eric McAfee, for the Company’s use of flight time on a corporate jet. As of March 31, 2017, $0.1 million remained as a prepaid expense. As consideration for the reaffirmation of guaranties required by Amendment No. 12 to the Note Purchase Agreement which the Company entered into with Third Eye Capital on March 21, 2016, the Company also agreed to pay $0.2 million in consideration to McAfee Capital in exchange for their willingness to provide the guarantees. As part of the guarantee fee agreement, $0.2 million is accrued as of March 31, 2017 and December 31, 2016.
 
During the nine months ended September 30, 2016, two biodiesel customers accounted for 55% and 11% and no refined glycerin customers accounted for more than 10% of consolidated India segment revenues, compared to one biodiesel customer accounting for 55% and no refined glycerin customers accounting for more than 10% of consolidated India segment revenues during the nine months ended September 30, 2015.

AEMETIS, INC.
 
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited, tabular data in thousands except par value and per share data)
 
Total assets consist of the following:
 
 
As of    
 
 
 
September 30,
 
 
December 31,
 
 
 
2016
 
 
2015
 
 
 
 
 
 
 
 
North America
 $67,616 
 $69,165 
India
  11,728 
  13,976 
    Total Assets
 $79,344 
 $83,141 
8.         Related Party Transactions
As of September 30, 2016 and December 31, 2015, the Company owes Eric McAfee and McAfee Capital, solely owned by Eric McAfee, $360 thousand each in connection with employment agreements and expense reimbursements, which are included in accrued expenses and accounts payable on the balance sheet.   For the three months ended September 30, 2016 and 2015, the Company expensed $16 thousand each,  respectively, to reimburse actual expenses incurred by McAfee Capital and related entities.  For the nine months September 30, 2016 and 2015, the Company expensed $57 thousand and $54 thousand, respectively, to reimburse actual expenses incurred by McAfee Capital and related entities.
9.            
Subsequent Events
State Bank of India:  On October 20, 2016, UBPL paid the final stipulated amount due to the State Bank of India as required by the One Time Settlement Sanction Letter and received relief for prior accrued interest in the amount of approximately $2.1 million.
 
On October 16, 2016,April 28, 2017, the Company launchedentered into a new $50.0short-term credit facility for working capital and other general corporate purposes governed by a Promissory Note for $1.5 million EB-5 Phase II funding, issuing EB-5 Notespayable to Third Eye Capital with an interest rate of 14% per annum maturing on the same termsearliest of (a) closing of the Financing, (b) receipt of proceeds from any financing, refinancing or other similar transaction, (c) extension of credit by the Lender, or Agent on behalf of certain lenders or the Noteholders, to the Debtors or their affiliates, and conditions as those issued under the Company’s EB-5 Phase I funding.(d) June 15, 2017.
 
10.  Management’s PlanPlans
 
The accompanying financial statements have been prepared contemplating the realization of assets and satisfaction of liabilities in the normal course of business. The Company has been reliant on their senior secured lender to provide additional funding and has been required to remit substantially all excess cash from operations to the senior secured lender. Management’s plans for the Company include, but are not limited to:
 
Operating the Keyes plant;plant at a profitable level;
Continuing to incorporate lower-cost, non-food advanced biofuels feedstock at the Keyes plant when economical;
Obtaining the remaining $5.0$1.0 million of EB-5 Phase I funding from escrow;escrow and $1.0 million from fund raising;
Obtaining $50.0 million in funding from EB-5 Phase II funding currently being offered to investors;
Refinancing the senior debt with a lender who is able to offer terms conducive to the long term financing of the Keyes plant;
Use the Company’s India facility as collateral for additional working capital or for reducing current financing costs;
Securing higher volumes of shipments from the plant;Kakinada, India biodiesel and refined glycerin facility; and
Offering the Company’s common stock by the ATM Registration Statement.
Management believes that through the above mentioned actions it will be able to fund company operations and continue to operate the secured assets for the foreseeable future.at least a year. There can be no assurance that the existing credit facilities and cash from operations will be sufficient noror that the Company will be successful at maintaining adequate relationships with the senior lenders or significant shareholders. Should the Company require additional financing, there can be no assurances that the additional financing will be available on terms satisfactory to the Company.

 
Item 2. 
Management's Discussion and Analysis of Financial Condition and Results of Operations.
 
Our Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) is provided in addition to the accompanying consolidated financial statements and notes to assist readers in understanding our results of operations, financial condition, and cash flows. MD&A is organized as follows:
 
● 
Overview. Discussion of our business and overall analysis of financial and other highlights affecting us to provide context for the remainder of MD&A.
● 
Results of Operations. An analysis of our financial results comparing the three and nine months ended September 30, 2016March 31, 2017 to the three and nine months ended September 30, 2015.March 31, 2016.
● 
Liquidity and Capital Resources. An analysis of changes in our balance sheets and cash flows and discussion of our financial condition.
● 
Critical Accounting Estimates. Accounting estimates that we believe are important to understanding the assumptions and judgments incorporated in our reported financial results and forecasts.
 
The following discussion should be read in conjunction with the Aemetis, Inc.our consolidated financial statements and accompanying notes included elsewhere in this report. The following discussion contains forward-looking statements that reflect theour plans, estimates and beliefs of Aemetis, Inc.beliefs. As discussed in further detail above, the actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to these differences include those discussed below and elsewhere in this Report, and in other reports we file with the SEC, specifically our most recent Annual Report on Form 10-K. All references to years relate to the calendar year ended December 31 of the particular year.
 
Overview
 
WeHeadquartered in Cupertino, California, we are an advanced renewable fuels and biochemicals company focused on the acquisition, development and commercialization of innovative technologies that replace traditional petroleum-based products by converting first generation biofuelthrough the conversion of second-generation ethanol and biodiesel plants into advanced biorefineries.  Founded in 2006, we own and operate a 60 million gallon per year ethanol production facility (Keyes plant) in California’sthe California Central Valley near Modesto where we manufacture and produce ethanol, Wet Distiller’s Grain (WDG)wet distillers’ grains (“WDG”), Condensed Distillers Solubles (CDS)condensed distillers solubles (“CDS”), and distillers’ corn oiloil. We also own and operate a 50 million gallon per year renewable chemical and advanced fuel production facility on the East Coast of India (Kakinada plant), where we manufacture and produceproducing high quality distilled biodiesel and refined glycerin.  In addition, weglycerin for customers in India and Europe. We operate a research and development laboratory at the Maryland Biotech Center and hold a portfolio of patents and related technology licenses for the production of renewable fuels and biochemicals.
 
We continue to evaluate the acquisition of businesses and the licensing of technologies that expand the transition of traditional biofuels plants to the production of valuable advanced biofuels.  During the second quarter of 2016, we announced the entry into an agreement to acquire EdenIQ, Inc., a cellulosic ethanol technology company.  Acquiring EdenIQ would extend our ethanol capabilities into cellulosic ethanol by providing capital light and operationally efficient solutions that can be easily integrated into existing corn ethanol plants.  Using our position as a producer of ethanol and biodiesel, we are also focused on the licensing of technology and the development of capabilities that allow for the production of advanced biofuels at facilities located at or near our current plants.

 
Results of Operations
 
Three Months Ended September 30, 2016March 31, 2017 Compared to Three Months Ended September 30, 2015March 31, 2016
 
Revenues
 
Our revenues are derived primarily from sales of ethanol and WDG in North America and biodiesel and refined glycerin in India.
 
Three Months Ended September 30March 31 (in thousands)
 
 
2016
 
 
2015
 
 
Inc/(dec)
 
 
% change
 
 
 
 
 
2017
 
 
2016
 
 
Inc/(dec)
 
 
% change
 
North America
 $33,889 
 $32,444 
 $1,445 
  4%
 $29,953 
 $28,052 
 $1,901 
  7%
India
  5,488 
  6,066 
  (578)
  -10%
  1,621 
  5,274 
  (3,653)
  -69%
Total
 $39,377 
 $38,510 
 $867 
  2%
 $31,574 
 $33,326 
 $(1,752)
  -5%
 
North America. For the three months ended September 30, 2016,March 31, 2017, we generated 76%79% of our revenuerevenues from sales of ethanol, 21%19% from sales of WDG, and 3%2% from sales of distillers corn oil and CDS.syrup. During the three months ended September 30, 2016,March 31, 2017 plant production averaged 107%98% of the 55 million gallon per year nameplate capacity. The slight increase in revenues betweenduring the three months ended September 30, 2016 compared to September 30, 2015March 31, 2017 was due to a 5% increase in gallons of ethanol sales volumes increasing by 4%sold to 14.813.5 million gallons, whilecompared to 12.8 million gallons in the three months ended March 31, 2016, and an increase in the average price of ethanol prices decreased by 1%6% to $1.75 per gallon.  The average price ofgallon in the three months ended March 31, 2017, compared to $1.65 per gallon during the three months ended March 31, 2016. In addition, WDG also decreasedsales volume increased 1% to $74.74 per ton while WDG sales volumes increased 10% to 97.288.4 thousand tons during the three months ended September 30, 2016March 31, 2017, compared to 87.7 thousand tons in the three months ended September 30, 2015.March 31, 2016, and the average price of WDG decreased 11% to $63 per ton compared to $71 per ton in the three months ended March 31, 2016. WDG pricing was impacted by China tariffs that resulted in over supply of the competing dry distillers' grain as well as narrowing dairy margins in the California region where we sell our product.
 
India.For the three months ended September 30, 2016, we generated 90% of our sales from biodiesel and 10% of our sales from refined glycerin, compared to the three months ended September 30, 2015 when we generated 86% of our sales from biodiesel and 14% of our sales from refined glycerin. The decrease in revenues was primarily attributable to decreasesa decreased production of biodiesel due to a 55% increase in overallfeedstock costs along with working capital constraints restricting our ability to purchase feedstock at higher prices. The sales volumesvolume of biodiesel a decreased by 22%87% to 850 metric tons in the three months ended September 30, 2016 asMarch 31, 2017 compared to September 30, 2015, as well as increases6,750 metric tons in the three months ended March 31, 2016, partially offset by a 48% increase in average feed stock costs forprice of biodiesel by 24% with a combination of constraints on working capital to purchase feedstock at these higher prices.$981 per metric ton in the three months ended March 31, 2017, compared to $663 per metric ton in the three months ended March 31, 2016. In addition, biodieselrefined glycerin sales volumesvolume decreased by 21%18% to 6.0 thousand1,159 metric tons whilein the three months ended March 31, 2017, compared to 1,408 metric tons in the three months ended March 31, 2016, partially offset by a 20% increase in the average sales prices increased by 20% to $824price per metric ton.  Similarly, sales volumeston to $680 in the three months ended March 31, 2017, compared to $568 per metric ton in the three months ended March 31, 2016. For the three months ended March 31, 2017, we generated 51% of our revenues from the sale of biodiesel and 49% of our revenues from the sale of refined glycerin, decreased by 28%compared to 852 metric tons while average sales prices85% of revenues from the sale of biodiesel and 15% of revenues from the sale of refined glycerin decreased by 13% to $619 per metric ton.for the three months ended March 31, 2016.
 
Cost of Goods Sold
 
Three Months Ended September 30March 31 (in thousands)
 
 
2016
 
 
2015
 
 
Inc/(dec)
 
 
% change
 
 
 
 
 
2017
 
 
2016
 
 
Inc/(dec)
 
 
% change
 
North America
 $30,391 
 $31,603 
 $(1,212)
  -4%
 $30,649 
 $26,159 
 $4,490 
  17%
India
  5,320 
  5,873 
  (553)
  -9%
  1,512 
  5,081 
  (3,569)
  -70%
Total
 $35,711 
 $37,476 
 $(1,765)
  -5%
 $32,161 
 $31,240 
 $921 
  3%
 
North America.  America. We ground 5.24.7 million bushels of corn atand milo during the three months ended March 31, 2017 compared to 4.5 million bushels of corn during the three months ended March 31, 2016. Our cost of feedstock per bushel increased by 11% to an average price of $4.45$4.93 per bushel during the three months ended September 30, 2016March 31, 2017 compared to 4.8 million$4.46 per bushel in the three months ended March 31, 2016 due to significantly higher freight costs caused by severe winter weather in California and ongoing rail dislocation to the region. The increase in cost of feed stock combined with a 6% increase in bushels of corn at an average price of $5.01 per bushelground, increased our feedstock costs by 17%. In addition, natural gas and electricity costs increased by 56% to $1.9 million during the three months ended September 30, 2015. Our cost of feedstock per ton decreased by 11%March 31, 2017 compared to $1.2 million in the three months ended September 30,March 31, 2016 compared to the same periodand other costs such as denaturant and transportation costs naturally increased with an increase in 2015.ethanol production.

 

India.The decrease in costs of goods sold was attributable to decreasesthe decrease in revenues from the sales volumes of biodiesel and refined glycerin.  In addition,glycerin and a decrease in average biodiesel feedstockfeed stock costs increased by 24%for refined glycerin of 2% to $593$423 per metric ton for the three months ended March 31, 2017, compared to $430 per metric ton for the three months ended March 31, 2016, partially offset by decreasesan increase in average feedstock costs of refined glycerinfor biodiesel by 31%55% to $436$835 per metric ton for the three months ended March 31, 2017, compared to $539 per metric ton for the three months ended March 31, 2016.

Gross Profit (loss)
Three Months Ended March 31 (in thousands)
 
 
2017
 
 
2016
 
 
Inc/(dec)
 
 
% change
 
North America
 $(696)
 $1,893 
 $(2,589)
  -137%
India
  109 
  193 
  (84)
  -44%
Total
 $(587)
 $2,086 
 $(2,673)
  -128%
North America.Gross profit decreased by 137% in the three months ended September 30, 2016, as compared to the three months ended September 30, 2015.
Gross Profit
Three Months Ended September 30 (in thousands)
 
 
2016
 
 
2015
 
 
Inc/(dec)
 
 
% change
 
 
 
 
 
 
 
 
 
 
 
 
 
 
North America
 $3,498 
 $841 
 $2,657 
  316%
India
  168 
  193 
  (25)
  -13%
Total
 $3,666 
 $1,034 
 $2,632 
  254.5%
North America.  Gross profit increased by 316%March 31, 2017 due to decreasesan increase in the average pricesprice of corn and milo by 11%.  In addition, ethanol and WDG volumes increased by 4% and 10% respectively, partially offset by average selling prices for ethanol and WDG decreasing by only 1% each11 % to $4.93 per bushel in the three months ended September 30, 2016March 31, 2017 compared to $4.46 per bushel in the same periodthree months ended March 31, 2016, partially offset by the receipt of grant income for processing milo as feedstock in 2015.the three months ended March 31, 2016.
 
India.The decrease of 44% in gross profit by 13% was attributable to decreasesthe decrease of 75% in overall volumes of all productssales volume, partially offset by 22% to 6.9 metric tons and increasesincrease in overall average sales price of feedstock by 15% to $577, resulting in a lower gross profit margin during the three months ended September 30, 2016 as compared to the same period in 2015.25%.
 
Operating Expenses
 
R&D
 
Three Months Ended September 30March 31 (in thousands)
 
 
2016
 
 
2015
 
 
Inc/(dec)
 
 
% change
 
 
 
 
 
2017
 
 
2016
 
 
Inc/(dec)
 
 
% change
 
North America
 $87 
 $117 
 $(30)
  -26%
 $86 
 $97 
 $(11)
  -11%
India
  - 
  0%
  - 
  0%
Total
 $87 
 $117 
 $(30)
  -26%
 $86 
 $97 
 $(11)
  -11%
 
The decrease in R&D expensesexpense in our North America segment was consistent for the three months ended September 30, 2016March 31, 2017 compared to the three months ended September 30, 2015 was due to decreases in professional fees of $17 thousand and supplies and other expenses of $13 thousand.March 31, 2016.
 
Selling, General &and Administrative Expenses (SG&A)
 
Three Months Ended September 30March 31 (in thousands)
 
 
2016
 
 
2015
 
 
Inc/(dec)
 
 
% change
 
 
 
 
 
2017
 
 
2016
 
 
Inc/(dec)
 
 
% change
 
North America
 $3,015 
 $2,436 
 $579 
  24%
 $3,024 
 $2,478 
 $546 
  22%
India
  207 
  338 
  (131)
  -39%
  271 
  521 
  (250)
  -48%
Total
 $3,222 
 $2,774 
 $448 
  16%
 $3,295 
 $2,999 
 $296 
  10%
 
SG&A expenses consist primarily of salaries and related expenses for employees, marketing expenses related to sales of ethanol and WDG in North America and biodiesel and other products in India, as well as professional fees, other corporate expenses, and related facilities expenses.

North America.America SG&A expenses as a percentage of revenue in the three months ended September 30, 2016 increased to 9% as compared to 8% in the corresponding period of 2015. The SG&A expenses in the three months ended September 30, 2016 increased by 24% compared to the three months ended September 30, 2015. The increase was due to increases in insurance and penalties on property taxes of $0.5 million, marketing expenses of $48 thousand, and professional fees and supplies expenses of $28 thousand.
India. SG&A expenses as a percentage of revenue in the three months ended September 30,March 31, 2016 decreasedincreased to 4%10% as compared to 6%9% in the corresponding period of 2015.2016. The decreaseincrease in SG&A expenses for the three months ended March 31, 2017 was due to decreases in supplies and services expenses by $76 thousand, professional fees by $21 thousand, utilities, and travel and entertainment expenses by $19 thousand, and marketing expenses by $40 thousand, partially offset byan increase in salaries and depreciation by $25 thousand.stock compensation of $0.4 million and a $0.1 million increase in utilities, insurance, and penalties.
India. SG&A expenses as a percentage of revenue in the three months ended March 31, 2017 increased to 17% as compared to 10% in the corresponding period of 2016. The decrease in the dollar amount was due to a decrease in operational support charges of $0.1 million and salaries, maintenance, and marketing costs of $0.1 million.

 
Other (Income)Income and Expense
 
Three Months Ended September 30March 31 (in thousands)
 
Other (income)/expense
 
 
 
 
 
 
 
2016
 
 
2015
 
 
Inc/(dec)
 
 
% change
 
 
2017
 
 
2016
 
 
Inc/(dec)
 
 
% change
 
North America
 
 
 
 
 
 
Interest rate expense
 $2,951 
 $2,387 
 $564 
  24%
 $2,874 
 $2,614 
 $260 
  10%
Amortization expense
  1,425 
  1,258 
  167 
  13%
  1,683 
  1,355 
  328 
  24%
Other (income) expense
  5 
  43 
  (38)
  -88%
  49 
  92 
  (43)
  -47%
    
    
India
    
    
Interest rate expense
  95 
  223 
  (128)
  -57%
  (32)
  64 
  (96)
  -150%
Other (income)
  (24)
  (13)
  (11)
  -85%
  (21)
  (28)
  7 
  25%
Total
 $4,452 
 $3,898 
 $554 
  14%
 $4,553 
 $4,097 
 $456 
  11%
 
Other (Income)/Expense. Other (income) expense consists primarily of interest rate and amortization and extinguishment expenseexpenses attributable to debt facilities acquired by our parent company and our subsidiaries, and interest accrued on the judgmentjudgments obtained by Cordillera Fund and The Industrial Company (TIC).Company. The debt facilities include stock or warrants issued as fees. The fair value of stock and warrants are amortized as amortization expense, except when the extinguishment accounting method is applied, in which case refinanced debt costs are recorded as extinguishment loss or gain.
 
North America. Interest expense was higher in the three months ended September 30, 2016March 31, 2017 due to higher outstandingthe addition of extension and waiver fees for senior debt balances. Theand extension fees for subordinated debt and also an increase in amortization expense is due to debt issuance costs addedthe prime rate, causing slightly higher interest rates during the first and third quarters through refinancing the Subordinated Notes and fees on amending the Third Eye Capital Notes. The decrease in otherquarter. Amortization expense in the three months ended September 30, 2016March 31, 2017 decreased due to debt issuance costs present during the prior period becoming fully amortized in 2016. The decrease in other expense was due to full amortization of a guaranty feefully amortized guarantee fees in prior periods.the three months ended March 31, 2016 compared to the three months ended March 31, 2017.
 
India.  Interest expense for the three months ended September 30, 2016 was lower compared with the prior period as a result of three settlement payments made with the State Bank of India, which decreased the outstanding loan balance. The increase in other income was caused by an increase in foreign exchange gains of $27 thousand, partially offset by the decrease in other scrap sales by $16 thousand.
Nine Months Ended September 30, 2016 Compared to Nine Months Ended September 30, 2015
Revenues
Our revenues are derived primarily from sales of ethanol and WDG in North America and biodiesel and glycerin in India.

Nine Months Ended September 30 (in thousands)
 
 
2016
 
 
2015
 
 
Inc/(dec)
 
 
% change
 
 
 
 
 
 
 
 
 
 
 
 
 
 
North America
 $93,979 
 $99,795 
 $(5,816)
  -6%
India
  11,783 
  11,508 
  275 
  2%
Total
 $105,762 
 $111,303 
 $(5,541)
  -5%
North America.   For the nine months ended September 30, 2016, we generated 76% of our revenue from sales of ethanol, 21% from sales of WDG, and 3% from sales of distillers corn oil and CDS.  During the nine months ended September 30, 2016, plant production averaged 100% of the 55 million gallon per year nameplate capacity.  The decrease in revenues between the nine months ended September 30, 2016 compared to the nine months ended September 30, 2015 is due to decreases in ethanol sales volumes by 4% to 41.0 million gallons, while average ethanol prices stayed consistent at $1.74.  In addition, average prices of WDG decreased by 12% to $73 per ton while WDG sales volumes increased by only 1% to 277 thousand tons in the nine months ended September 30, 2016 compared to the nine months ended September 30, 2015.
India.  For the nine months ended September 30, 2016, we generated 87% of our sales from biodiesel and 13% of our sales from refined glycerin, compared to 77% of our sales from biodiesel and 23% of our sales from refined glycerin during the nine months ended September 30, 2015.  The slight increase in revenues was primarily attributable to increases in biodiesel sales volumes by 15%.  Biodiesel sales volumes increased by 15% to 13.9 thousand metric tons while average prices of biodiesel stayed consistent at $733 per metric ton.  Sales volumes of refined glycerin decreased by 33% to 2.6 thousand metric tons while average prices of glycerin also decreased by 11% to $592 per metric ton in the nine months ended September 30, 2016 compared to the nine months ended September 30, 2015.
Cost of Goods Sold
Nine Months Ended September 30 (in thousands)
 
 
2016
 
 
2015
 
 
Inc/(dec)
 
 
% change
 
 
 
 
 
 
 
 
 
 
 
 
 
 
North America
 $86,174 
 $97,489 
 $(11,315)
  -12%
India
  11,892 
  11,059 
  833 
  8%
Total
 $98,066 
 $108,548 
 $(10,482)
  -10%
North America.  We ground 14.4 million bushels of corn and grain sorghum at an average price of $4.58 per bushel during the nine months ended September 30, 2016, compared to 14.9 million bushels of corn at an average price of $5.05 per bushel during the nine months ended September 30, 2015.  The decrease in cost of goods sold was attributable to decrease in cost of corn by 9% coupled with decreases in revenues by 6% in the nine months ended September 30, 2016 compared to the same period in 2015.
India.  The increase in cost of goods sold was attributable to an increase in sales volume from sales of biodiesel and glycerin.  In addition, the average prices of feedstock for all products increased by 6% to $533 per metric ton for the nine months ended September 30, 2016 compared to $502 per metric ton in the nine months ended September 30, 2015.

Gross Profit
Nine Months Ended September 30 (in thousands)
 
 
2016
 
 
2015
 
 
Inc/(dec)
 
 
% change
 
 
 
 
 
 
 
 
 
 
 
 
 
 
North America
 $7,805 
 $2,306 
 $5,499 
  238%
India
  (109)
  449 
  (558)
  -124%
Total
 $7,696 
 $2,755 
 $4,941 
  179%
North America.  Gross profit increased due to decreases in feedstock costs by 9% and the usage of milo which allowed us to receive grant income for the nine months ended September 30, 2016 compared to the nine months ended September 30, 2015.
India.  The decrease in gross profit was attributable to increases in average feedstock costs by 7% to $7.9 million compared to the average feedstock costs of $7.4 million during the nine months ended September 30, 2015.  In addition, average sales prices for all products decreased only 1% to $711 per metric ton in the nine months ended September 30, 2016 compared to $717 per metric ton in the nine months ended September 30, 2015. 
Operating Expenses
R&D
Nine Months Ended September 30 (in thousands)
 
 
2016
 
 
2015
 
 
Inc/(dec)
 
 
% change
 
 
 
 
 
 
 
 
 
 
 
 
 
 
North America
 $290 
 $330 
 $(40)
  -12%
India
  - 
  - 
  - 
  0%
Total
 $290 
 $330 
 $(40)
  -12%
The R&D expenses decreased 12% was attributable primarily to a decrease in professional fees of $33 thousand.
Selling, General & Administrative (SG&A)
Nine Months Ended September 30 (in thousands)
 
 
2016
 
 
2015
 
 
Inc/(dec)
 
 
% change
 
 
 
 
 
 
 
 
 
 
 
 
 
 
North America
 $8,177 
 $8,748 
 $(571)
  -7%
India
  946 
  808 
  138 
  17%
Total
 $9,123 
 $9,556 
 $(433)
  -5%
SG&A expenses consist primarily of salaries and related expenses for employees, marketing expenses related to sales of ethanol and WDG in North America and biodiesel and other products in India, as well as professional fees, other corporate expenses, related facilities expenses and operational support fees paid to our working capital partner, Secunderabad Oils Limited, as part of an operating profit sharing arrangement.
North America.  SG&A expenses as a percentage of revenue in the nine months ended September 30, 2016 were consistent at 9% as compared to the corresponding period of 2015.  The decrease in SG&A expenses was primarily due to decreases in salaries and stock compensation expenses of $0.3 million and professional fees of $0.8 million, partially offset by increases in insurance, utilities, and penalties of $0.5 million for the nine months ended September 30, 2016 compared to the nine months ended September 30, 2015.
India.  SG&A expenses as a percentage of revenue in the nine months ended September 30, 2016 increased to 8% as compared to 7% in the corresponding period of 2015.  Overall SG&A expenses increased slightly period over period due to increases in operating support charges of $131 thousand and salaries of $134 thousand, partially offset by decreases in marketing expenses of $55 thousand and professional and travel expenses of $66 thousand.  

Other Income and Expense
Nine Months Ended September 30 (in thousands)
Other (income)/expense
 
 
 
 
 
 
 
 
 
 
 
 
 
 
2016
 
 
2015
 
 
Inc/(dec)
 
 
% change
 
North America
 
 
 
 
 
 
 
 
 
 
 
 
Interest rate expense
 $8,461 
 $6,863 
 $1,598 
  23%
Amortization expense
  4,269 
  5,386 
  (1,117)
  -21%
Loss on debt extinguishment
  - 
  330 
  (330)
  -100%
Other (income) expense
  (405)
  247 
  (652)
  -264%
 
    
    
    
    
India
    
    
    
    
Interest rate expense
  218 
  778 
  (560)
  -72%
Other (income)
  (76)
  (56)
  (20)
  -36%
Total
 $12,467 
 $13,548 
 $(1,081)
  -8%
Other (Income)/Expense.  Other (income) expense consists primarily of interest, amortization and extinguishment expense attributable to debt facilities acquired by our parent company and our subsidiaries, and interest accrued on the judgments obtained by Cordillera Fund and The Industrial Company (TIC).  The debt facilities include stock or warrants issued as fees.  The fair value of stock and warrants are amortized as amortization expense, except when the extinguishment accounting method is applied, in which case refinanced debt costs are recorded as extinguishment expense.
North America.  Interest expense was higher in the nine months ended September 30, 2016 due to higher debt balances.  The decrease in amortization expense was due to full amortization of several amendment fees under the Third Eye Capital Notes and Subordinated Note refinancing fees added in 2015, offset by debt issuance costs associated with the amendment and refinancing.  The debt extinguishment costs were lower in the nine months ended September 30, 2016 than in the corresponding period of 2015 as extinguishment accounting was not applied to two Subordinated Notes with two accredited investors in the 2016 period compared to the extinguishment accounting that was applied once to Subordinated Notes that were refinanced in the 2015 period.  The increase in other income in the nine months ended September 30, 2016 was due to receipt of $0.5 million from a mandated gas credit from PG&E compared to increases in expenses due to amortization of a debt guarantee fee.
India. Interest expense decreased as a result of decreasescarrying only working capital loans in the outstanding balance on the State Bank of India loan during the ninethree months ended September 30, 2016March 31, 2017 and decreasesthe payoff of the Budge Budge refineries’ raw material working capital loan in the utilization of working capital with Secunderabad Oils by 68% in the ninethree months ended September 30, 2016 comparedMarch 31, 2017 was credited to the same period in 2015.interest booked on that loan. The slight increasedecrease in other income was caused primarily by increases caused by other scrap sales andsmaller foreign exchange gains in the ninethree months ended September 30, 2016.March 31, 2017.
 
Liquidity and Capital Resources
 
Cash and Cash Equivalents
 
Cash and cash equivalents were $0.7$0.2 million at September 30, 2016,March 31, 2017, of which $0.6 million$57 thousand was held in our North American entities and $0.1 million were$174 thousand was held in our Indian subsidiary. Our current ratio at September 30, 2016March 31, 2017 was 0.250.17, compared to a current ratio of 0.270.26 at December 31, 2015.2016. We expect that our future available capital resources will consist primarily of cash generated from operations, remaining cash balances, EB-5 program borrowings, amounts available for borrowing, if any, under our senior debt facilities and our subordinated debt facilities, and any additional funds raised through sales of equity.

 
Liquidity
 
Cash and cash equivalents, current assets, current liabilities and debt at the end of each period were as follows (in thousands):
 
 
September 30, 2016
 
 
December 31, 2015
 
 
March 31, 2017
 
 
December 31, 2016
 
Cash and cash equivalents $
 $652 
 $283 
Cash and cash equivalents
 $231 
 $1,486 
Current assets (including cash, cash equivalents, and deposits)
  7,363 
  8,002 
  4,930 
  7,045 
Current and long term liabilities (excluding all debt)
  16,947 
  17,540 
  16,226 
  15,909 
Current & long term debt
  110,780 
  100,895 
  116,590 
  111,714 
 
Our principal sources of liquidity have been cash provided by operations and borrowings under various debt arrangements. Under the Company’s EB-5 Phase I program, the Company has sold notes in the amount of $36.0 million since 2012. As of October 2016, $31.0 million in funds from the EB-5 program have been released to Aemetis’s subsidiary, AE Advanced Fuels, Inc.;March 31, 2017, the EB-5 escrow account is holding funds from 10two investors pending approval by the USCIS. These funds remaining in escrow represent $5.0$1.0 million of funding that is expected to be released from the escrow account in the fourth quarterfirst half of 2016 to early 2017. On October 16, 2016, the Companywe launched a new $50.0 million EB-5 Phase II funding, issuingunder which we expect to issue $50.0 million in additional EB-5 Notes on the samesubstantially similar terms and conditions as those issued under the Company’sour EB-5 Phase I funding. Our principal uses of cash have been to service indebtedness and capital expenditures. We anticipate these uses will continue to be our principal uses of cash in the future. Global financial and credit markets have been volatile in recent years, and future adverse conditions of these markets could negatively affect our ability to secure funds or raise capital at a reasonable cost or at all.  For additional discussion of our various debt arrangements see Note 4. Debt of the Notes to Consolidated Condensed Financial Statements in Part I, Item 1 of this Form 10-Q.
 
We operate in a volatile market in which we have little control over the major components of production costs and product revenues.  As such, we expect cash provided by operating activities to fluctuate in future periods primarily as a result of changes in the prices for corn, ethanol, WDG, distillersdistillers’ corn oil, CDS, biodiesel, waste fats and oils, non-refined palm oil and natural gas. To the extent that we experience periods in which the spread between ethanol prices and corn and energy costs narrow or the spread between biodiesel prices and waste fats and oils or palm oil and energy costs narrow, we may require additional working capital to fund operations.  
 
Management believes that through:  (i) operating the Keyes plant, (ii) continuing to incorporate lower-cost, non-food advanced biofuels feedstock at the Keyes plant when economical, thereby increasing operating margins, (iii) obtaining the remaining $5.0$1.0 million of EB-5PhaseEB-5 Phase I funding from escrow and $1.0 million from fund raising, (iv) obtaining $50.0 million in funding from EB-5 Phase II funding currently being offered to investors, (v) refinancing senior debt on terms more commensurate with the long-term financing of capital assets, (vi) securing higher volumes of sales from the Kakinada plant, (vii) continuing to expand the domestic India markets, (viii) using the availability on the existing working capital credit line, and (ix) sales of common stock under the ATM registration statement, we will be able to obtain the liquidity necessary to fund company operations for the foreseeable future. However, there is no assurance that our operations will generate significant positive cash flow, or that additional funds will be available to us, through borrowings or otherwise, on favorable terms when required, or at all.
 
As of September 30, 2016,At March 31, 2017, the outstanding balance of principal, interest and fees, net of discounts, on all Third Eye Capital Notes equaled $68.6$64.5 million. The current maturity date for all of the Third Eye Capital financing arrangements is April 1, 2017;2018; provided, however, that pursuant to Amendment No. 12,13, dated March 21, 2016,1, 2017, we have the right to extend the maturity date of the Third Eye Capital Notes to April 1, 20182019 upon notice and payment of a 5% extension fee. We intend to pay the Third Eye Capital Notes through operational cash flow, proceeds from the issuance of the EB-5 subordinated debt,Notes, a senior debt refinancing and/or equity financing. 
 
As of March 31, 2017, the outstanding balance on the promissory note with Third Eye Capital was $2.1 million with a maturity date of May 30, 2017.
Our senior lender has provided a series of accommodating amendments to the existing and previous loan facilities in the past as described in further detail in Note 4. Debt4.Debt of the Notes to Consolidated Financial Statements in Part I Item 1 of this Form 10-Q.  However, there can be no assurance that our senior lender will continue to provide further amendments or accommodations or will fund additional amounts in the future.

 
We also rely on our working capital lines with J.D. Heiskell in California and Secunderabad Oils in India to fund our commercial arrangements for the acquisitionacquisitions of feedstock. J.D. Heiskell currently provides us with working capital for the Keyes plant and Secunderabad Oils currently provides us with working capital for the Kakinada plant.  The ability of both J.D. Heiskell and Secunderabad Oils to continue to provide us with working capital depends in part on both of their respective financial strength and banking relationships.
 
Change in Working Capital and Cash Flows
 
During the ninethree months ended September 30, 2016,March 31, 2017, current and long term debt increased $9.9by $4.8 million, primarily due to (i) accrued interest of $8.4$2.7 million, (ii) $1.5payment of a $0.7 million waiver fee, (iii) $3.1 million maturity date extension fee, (iv) $0.3and $2.1 million drawn on the promissory note for operations fromto our senior lender, (v) $1.8 million drawn on the promissory note from our senior lender for State Bank of India repayment and payment on property tax payment settlement agreement, (vi) $0.7(iii) $0.3 million in subordinated debt extension fees, (vii) $1.5and (iv) $1.6 million received from EB-5 escrow, and (viii) $4.9 million drawn to pay a raw material vendor working capital loan from the Secunderabad OilsOil working capital loan. The increase in current and long term debt was partially offset by decreases due to: (i) $4.9$2.0 million of principal and interest payments to our senior lender, (ii) $5.7 million of principal and interest payments to the State Bank of Indiaa raw material vendor working capital loan and Secunderabad Oils working capital loan in India, (ii) payments of interest of $1.0 million, and (iii) $1.6$2.7 million in net discount issuance costs to be amortized. Current assets decreased by $0.6$2.1 million, primarily due to a (i) $0.4 million increase in cash partially offset by a (ii) $0.8$0.5 million decrease in inventories, (ii) $1.2 million decrease in cash and (iii) $0.2(ii) $0.5 million decrease in accounts receivable, and other assets.partially offset by a $0.1 million increase in prepaids.
 
Net cash providedused by operating activities during the ninethree months ended September 30, 2016March 31, 2017 was $0.4$2.5 million, consisting of non-cash charges of $8.5$3.3 million, net changes in operating assets and liabilities of $6.1$2.8 million, and net loss of $14.2$8.6 million. The non-cash charges consisted of: (i) $4.4$1.7 million in amortization of debt issuance costs and patents, (ii) $3.5$1.1 million in depreciation expenses, and (iii) $0.6$0.4 million in stock-based compensation expense. Net changes in operating assets and liabilities consisted primarily of a decreasedecreases in accounts receivable of $0.6 million, inventory of $0.5 million, and accounts payable of $1.3$0.3 million, and an increasepartially offset by increases in other assetsliabilities of $0.2 million partially offset by:  (i) a $0.7 million increase in other liabilities, (ii) a $1.0 million decrease in prepaid expenses, accounts receivable and inventory, and (iii) a $5.9 million increase in accrued interest.interest of $2.0 million.
 
Cash used by investing activities consists of capital expenditures of $0.5 million mostly from UBPL operations.was minimal.
 
Cash provided by financing activities was $0.4$1.0 million, primarily from proceeds from borrowingsconsisting of $8.5payments in principal and interest on working capital loans in India of $2.1 million, partially offset by payments in principal on long-term term loansborrowings of $8.1$3.0 million.
 
Critical Accounting Policies
 
Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America.U.S. GAAP. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of net sales and expenses for each period. We believe that of our most significant accounting policies, the following represents our critical accounting policies, defined as those policies that we believe are the most important to the portrayal of our financial condition and results of operations and that require management’s most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effects of matters that are inherently uncertain:uncertain are: revenue recognition; recoverability of long-lived assets, convertible notes,and debt modification and extinguishment accounting. These significant accounting principles are more fully described in “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies” in our Annual Report on Form 10-K for the year ended December 31, 2015.

2016.
 
Recently Issued Accounting Pronouncements
 
None reported beyond those disclosed in our 20152016 annual report.
 

Item 3.
Quantitative and Qualitative Disclosures about Market Risk.
 
Not applicable.Applicable.
 
Item 4.
Controls and Procedures.
 
Evaluation of Disclosure Controls and Procedures.
 
Management (with the participation of our Chief Executive Officer (CEO) and Chief Financial Officer (CFO), carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the Exchange Act). Based on this evaluation, our principal executive officerCEO and principal financial officerCFO concluded that, as of the end of the period covered in this report, our disclosure controls and procedures along with the related internal controls over financial reporting were effective to provide reasonable assurance that the information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in Securities and Exchange Commission rules and forms, and is accumulated and communicated to our management, including our principal executive officerCEO and principal financial officer,CFO, as appropriate, to allow timely decisions regarding required disclosure.
 
Inherent Limitations on Effectiveness of Controls
 
Our management, including our CEO and CFO, does not expect that our disclosure controls or our internal control over financial reporting will prevent or detect all error and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. Our controls and procedures are designed to provide reasonable assurance that our control system’s objective will be met and our CEO and CFO have concluded that our disclosure controls and procedures are effective at the reasonable assurance level. The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of the effectiveness of controls in future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.
 
Changes in Internal Control over Financial Reporting
 
There were no changes in our internal controls over financial reporting during our most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II -- OTHER INFORMATION
 
Item 1.  
Legal Proceedings
 
On August 31, 2016, the Company filed a lawsuit in Santa Clara County Superior Court against defendants EdenIQ, Inc. (EdenIQ) and its CEO, Brian D. Thome and Trinity Capital Investments (Trinity). The lawsuit is based on EdenIQ’s wrongful termination of a merger agreement that would have effectuated the merger of the Company and EdenIQ. The lawsuit also asserts that EdenIQ and Mr. Thome fraudulently induced the Company into assisting EdenIQ to obtain EPA approval for a new technology, which the Company would not have done but for the merger agreement. The relief sought includes EdenIQ’s specific performance of the merger agreement and monetary damages, as well as punitive damages, attorneys’ fees, and costs. In response to the Company’s Santa Clara County lawsuit, EdenIQ has filed a cross-complaint asserting causes of action relating to the Company’s alleged inability to consummate the merger, the Company’s interactions with EdenIQ’s business partners, and the Company’s publicity of the status of the merger. EdenIQ seeks monetary damages, punitive damages, injunctive relief, attorneys’ fees and costs. Due to the early stage of the litigation an estimate as to any Company losses cannot be made at this time but it is probable that the Company’s damages will exceed EdenIQ’s damages thus resulting in a gain to the Company.
 
On March 10, 2011, UBPL, our India operating subsidiary, received a demand notice from the State Bank of India under the Agreement of Loan for Overall Limit dated as of June 26, 2008.  The notice informed UBPL that an event of default had occurred for failure to make an installment payment on the loan commencing June 2009 and demanded repayment of the entire outstanding indebtedness of 19.60 crore rupees (approximately $3.2 million) together with all accrued interest thereon and any applicable fees and expenses.  Upon the occurrence and during the continuance of an Event of Default, interest accrues at the default interest rate of 2% above the State Bank of India Advance Rate.  The default period began on July 1, 2009 when the principal payment was deemed past due; and we have accrued interest at the default rate since the beginning of the default period.  On August 22, 2015, UBPL received a One Time Settlement Sanction Letter from the State Bank of India allowing for, among other things, four payments over a 360 day period amounting to $4.3 million, an interest rate holiday for 15 days after which the interest rate is payable at a rate of 2% above the base rate of Reserve Bank of India and certain releases by both parties.  On October 20, 2016, UBPL paid the final stipulated amount and received relief for prior accrued interest in the amount of approximately $2.1 million.
 
On August 4, 2013, GS Cleantech Corporation, a subsidiary of Greenshift Corporation (“Greenshift”), filed a complaint in the United States District Court for the Eastern District of California – Fresno Division against us and our subsidiary, AAFK.  The case was transferred to the Southern District of Indiana and joined to a pending Multidistrict Litigation.  The complaint alleges infringement of patent rights assigned to Greenshift and pertaining to corn oil extraction processes we employ, and seeks royalties, treble damages, attorney’s fees, and injunctions precluding us from further infringement.  The corn oil extraction process we use is licensed to us by Valicor Separation Technologies LLC.  Valicor has no obligations to indemnify us.  On October 23, 2014, the Court ruled that all the claims of all the patents at issue in the case are invalid and, therefore, not infringed and adopted this finding in our case on January 16, 2015.  GS Cleantech has said it will appeal this decision when the remaining claim in the suit has been decided.  We believe the likelihood of Greenshift succeeding on appeal of the invalidity findings is small since the Court’s findings included several grounds for invalidity of each allegedly infringed patent.  If Greenshift successfully appeals the findings of invalidity, damages may be $1 million or more.  The only remaining claim in the suit allegesalso alleged that GS Cleantech obtained the patents at issue by inequitably conducting itself before the United States Patent Office.  A trial in the District Court for the Southern District of Indiana on that issue was concluded and the Court found the patents unenforceable because of inequitable conduct by GS Cleantech and its counsel before the Patent and Trademark Office.  GS Cleantech has asked the Court to reconsider its decision, citing the existence of a recently issued patent whichthat the patent examiner allowed despite the Court’s findings and the allowance of which the Court did not consider when making its decision of inequitable conduct. On March 20, 2017, GS Cleantech has indicated it will appealand its counsel, Cantor Colburn LLP filed a Notice of Appeal regarding the current ruling on inequitable conduct ifconduct. The Appeal has been stayed for 60 days to allow the Court’s reconsideration does not resultparties an opportunity to discuss settlement. On April 5, 2017, the parties asked the Court for an extension of the current stay in a change in its findings.the case which was granted.
 
Item 1A.
Risk Factors.
 
No change in risk factors since the Company’s Annual Report on Form 10-K for the year ended December 31, 20152016 filed with the SEC on March 28, 2016.17, 2017.

Item 2.   
Unregistered Sales of Equity Securities and Use of Proceeds.
 
On JulyJanuary 1, 2016,2017, we issued 113thousand shares of our common stock to two subordinated promissory note holders pursuant to the note holders’ warrant exercise at an exercise price of $0.01 per share.
 
The above issuance was exempt from registration under Section 4(2) of the Securities Act of 1933, as amended, as sales of securities not involving any public offering.

Item 3. 
Defaults Upon Senior Securities.
 
No unresolved defaults on senior securities occurred during the three months ended September 30, 2016March 31, 2017.
 
Item 4.
Mine Safety Disclosures.
 
None
 
Item 5.
Other Information.
 
None

 
Item 6.
Exhibits.
 
3.1Amended and Restated Articles of Incorporation filed on March 16, 2017.
Certifications pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Certifications pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes- Oxley Act of 2002.
Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 

 
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
 AEMETIS, INC.
   
   
 By:
/s/ Eric A. McAfee
  
Eric A. McAfee
Chief Executive Officer
(Principal Executive Officer)
  
Date: November 14, 2016May 11, 2017
 
 AEMETIS, INC.
   
   
 By:/s/ Todd WaltzTODD WALTZ
  
Todd Waltz
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
  
Date: November 14, 2016May 11, 2017
 
 
 
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