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: SeptemberJune 30, 20172018
Or
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from             to
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, or an emerging growth company. See the definitions of “large"large accelerated filer,” “accelerated filer”, “smaller" "accelerated filer" and "smaller reporting company” and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filerLarge accelerated filer ☐   Accelerated filer ☐   Non-accelerated filer ☐   Smaller reporting company ☑   Emerging growth company Accelerated filer
Non-accelerated filer
(Do not check if a smaller reporting company)
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 OctoberJuly 31, 20172018 was 19,822,96220,222,890 shares.

 
 
AEMETIS, INC.
 
FORM 10-Q
Quarterly Period Ended SeptemberJune 30, 20172018
 
INDEX
 
PART I--FINANCIAL INFORMATION
PART I--FINANCIAL INFORMATION
Item 1 1.Financial Statements.4
Item 2.Management's Discussion and Analysis of Financial Condition and Results of Operations.2328
Item 3.Quantitative and Qualitative Disclosures about Market Risk.3338
Item 4.Controls and Procedures.3438
PART II--OTHER INFORMATION
PART II--OTHER INFORMATION
Item 1.Legal Proceedings3539
Item 1A.Risk Factors.3540
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds.3540
Item 3.Defaults Upon Senior Securities.3640
Item 4.Mine Safety Disclosures.3640
Item 5.Other Information.3640
Item 6.Exhibits.3640
Signatures 3741
 
 
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 versus 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 by-product processing systems; our ability to expand into alternative markets for biodiesel and its 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 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,
2017
 
 
December 31,
2016
 
 
June 30,
2018
 
 
December 31,
2017
 
Assets
 
(Unaudited)
 
 
 
 
 
(unaudited)
 
 
 
 
Current assets:
 
 
 
 
 
 
Cash and cash equivalents
 $1,749 
 $1,486 
 $1,069 
 $428 
Accounts receivable
  2,199 
  1,557 
  1,601 
  2,219 
Inventories
  5,742 
  3,241 
  6,697 
  5,737 
Prepaid expenses
  2,717 
  555 
  1,381 
  2,435 
Other current assets
  233 
  206 
  540 
  643 
Total current assets
  12,640 
  7,045 
  11,288 
  11,462 
    
    
Property, plant and equipment, net
  79,360 
  66,370 
  77,703 
  78,837 
Intangible assets, net of accumulated amortization of $485 and $424, respectively
  1,239 
  1,300 
Other assets
  3,092 
  3,095 
  4,137 
  4,032 
Total assets
 $96,331 
 $77,810 
 $93,128 
 $94,331 
    
    
Liabilities and stockholders' deficit
    
    
Current liabilities:
    
    
Accounts payable
 $9,367 
 $7,842 
 $12,521 
 $10,457 
Current portion of long term debt
  1,822 
  2,027 
    3,234
  2,039 
Short term borrowings
  12,737 
  9,382 
  16,184 
  13,586 
Mandatorily redeemable Series B convertible preferred stock
  2,920 
  2,844 
  2,996 
  2,946 
Accrued property taxes
  3,658 
  2,648 
  2,757 
  3,677 
Other current liabilities
  3,312 
  2,473 
  3,567 
  3,311 
Total current liabilities
  33,816 
  27,216 
 41,259
  36,016 
Long term liabilities:
    
    
Senior secured notes
  70,865 
  61,631 
  83,431 
  73,986 
EB-5 notes
  34,000 
  33,000 
  35,000 
  34,000 
GAFI secured and revolving notes
  23,373 
  - 
 24,604
  24,351 
Long term subordinated debt
  5,786 
  5,674 
  5,898 
  5,824 
Other long term liabilities
  37 
  102 
  - 
  15 
Total long term liabilities
  134,061 
  100,407 
  148,933
  138,176 
    
    
Stockholders' deficit:
    
    
Series B convertible preferred stock, $0.001 par value; 7,235 authorized; 1,323 and 1,328 shares issued and outstanding each period, respectively (aggregate liquidation preference of $3,969 and $3,984 respectively)
  1 
Common stock, $0.001 par value; 40,000 authorized; 19,823 and 19,858 shares issued and outstanding, respectively
  20 
Series B convertible preferred stock, $0.001 par value; 7,235 authorized; 1,323 shares issued and outstanding each period, respectively (aggregate liquidation preference of $3,969 for each period respectively)
  1 
Common stock, $0.001 par value; 40,000 authorized; 20,223 and 20,088 shares issued and outstanding, respectively
  20 
Additional paid-in capital
  84,128 
  83,441 
  85,347 
  84,679 
Accumulated deficit
  (151,911)
  (129,887)
  (175,921)
  (160,188)
Accumulated other comprehensive loss
  (3,077)
  (3,388)
  (3,448)
  (2,904)
Total stockholders' deficit attributable to Aemetis, Inc.
  (70,839)
  (49,813)
  (94,001)
  (78,392)
Non-controlling interest - GAFI
  (707)
  - 
  (3,063)
  (1,469)
Total stockholders' deficit
  (71,546)
  (49,813)
  (97,064)
  (79,861)
Total liabilities and stockholders' deficit
 $96,331 
 $77,810 
 $93,128 
 $94,331 
 
The accompanying notes are an integral part of the financial statements.

4
 
AEMETIS, INC.
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS AND COMPREHENSIVE
LOSS
(Unaudited, in thousands except for earnings per share)
 
 
For the three months ended
September 30,
 
 
For the nine months ended
September 30,
 
 
For the three months ended June 30,
 
 
For the six months ended June 30,
 
 
2017
 
 
2016
 
 
2017
 
 
2016
 
 
2018
 
 
2017
 
 
2018
 
 
2017
 
Revenues
 $38,935 
 $39,377 
 $111,273 
 $105,762 
 $45,028 
 $40,764 
 $88,046 
 $72,338 
    
    
Cost of goods sold
  36,980 
  35,711 
  108,200 
  98,066 
  42,260 
  39,059 
  83,412 
  71,220 
    
    
Gross profit
  1,955 
  3,666 
  3,073 
  7,696 
  2,768 
  1,705 
  4,634 
  1,118 
    
    
Research and development expenses
  1,876 
  87 
  2,072 
  290 
  55 
  110 
  117 
  196 
Selling, general and administrative expenses
  3,182 
  3,222 
  9,739 
  9,123 
  3,589 
  3,262 
  7,396 
  6,557 
    
    
Operating income (loss)
  (3,103)
  357 
  (8,738)
  (1,717)
Operating loss
  (876)
  (1,667)
  (2,879)
  (5,635)
    
    
Other (income) expense:
    
    
    
    
Interest expense
    
    
Interest rate expense
  3,867 
  3,046 
  9,873 
  8,679 
  4,432 
  3,164 
  8,703 
  6,006 
Amortization expense
  1,265 
  1,425 
  4,112 
  4,269 
Debt related fees and amortization expense
  919 
  1,164 
  5,676 
  2,847 
Other (income) expense
  (18)
  (19)
  2 
  (480)
  (5)
  (8)
  63 
  20 
    
    
Loss before income taxes
  (8,217)
  (4,095)
  (22,725)
  (14,185)
  (6,222)
  (5,987)
  (17,321)
  (14,508)
    
    
Income tax expense
  - 
  6 
  - 
  6 
    
    
Net loss
 $(8,217)
 $(4,095)
 $(22,731)
 $(14,191)
  (6,222)
  (5,987)
 $(17,327)
 $(14,514)
    
    
Less: Net loss attributable to non-controlling interest
  (707)
  - 
  (707)
  - 
  (857)
  - 
  (1,594)
  - 
    
    
Net loss attributable to Aemetis, Inc.
 $(7,510)
 $(4,095)
 $(22,024)
 $(14,191)
 $(5,365)
 $(5,987)
 $(15,733)
 $(14,514)
    
    
Other comprehensive income (loss)
    
    
Foreign currency translation adjustment
  (87)
  56 
  311 
  (50)
Foreign currency translation gain (loss)
  (394)
  29 
  (544)
  398 
Comprehensive loss
 $(8,304)
 $(4,039)
 $(22,420)
 $(14,241)
 $(6,616)
 $(5,958)
 $(17,871)
 $(14,116)
    
    
Net loss per common share attributable to Aemetis, Inc.
Net loss per common share attributable to Aemetis, Inc.
    
Net loss per common share attributable to Aemetis, Inc.
    
Basic
 $(0.38)
 $(0.21)
 $(1.11)
 $(0.72)
 $(0.27)
 $(0.30)
 $(0.78)
 $(0.74)
Diluted
 $(0.38)
 $(0.21)
 $(1.11)
 $(0.72)
 $(0.27)
 $(0.30)
 $(0.78)
 $(0.74)
    
    
Weighted average shares outstanding
    
    
Basic
  19,804 
  19,833 
  19,760 
  19,741 
  20,223 
  19,669 
  20,203 
  19,737 
Diluted
  19,804 
  19,833 
  19,760 
  19,741 
  20,223 
  19,669 
  20,203 
  19,737 
 
The accompanying notes are an integral part of the financial statements.
 

5
 
AEMETIS, INC.
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
 (Unaudited, in thousands)
 
 
For the nine months ended
September 30,
 
 
For the six months ended June 30,
 
 
2017
 
 
2016
 
 
2018
 
 
2017
 
Operating activities:
 
 
 
 
 
 
Net loss
 $(22,731)
 $(14,191)
 $(17,327)
 $(14,514)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
    
Adjustments to reconcile net loss to net cash used in operating activities:
    
Share-based compensation
  800 
  573 
  581 
  604 
Stock issued for services
  22 
  - 
Depreciation
  3,471 
  3,523 
  2,299 
  2,298 
Debt related amortization expense
  4,112 
  4,269 
Debt related fees and amortization expense
  5,676 
  2,847 
Intangibles and other amortization expense
  98 
  95 
  70 
  64 
Change in fair value of warrant liability
  3 
  34 
  - 
  3 
Loss on sale/disposal of assets
  - 
  11 
Changes in operating assets and liabilities:
    
    
Accounts receivable
  (932)
  150 
  579 
  338 
Inventories
  (2,456)
  795 
  (1,264)
  (2,705)
Prepaid expenses
  89 
  82 
  1,053 
  (321)
Other current and long-term assets
  (41)
  (175)
  (134)
  (99)
Accounts payable
  1,507 
  (1,315)
  2,128 
  1,140 
Accrued interest expense and fees, net of payments
  8,091 
  5,910 
  5,457
  4,826 
Other liabilities
  1,633 
  683 
  (745)
  675 
Net cash provided by (used in) operating activities
  (6,356)
  444 
Net cash used in operating activities
  (1,605)
  (4,844)
    
    
Investing activities:
    
    
Capital expenditures
  (681)
  (479)
  (1,771)
  (511)
    
Net cash used in investing activities
  (681)
  (479)
  (1,771)
  (511)
    
    
Financing activities:
    
    
Proceeds from borrowings
  13,146 
  8,535 
  12,415 
  10,833 
Repayments of borrowings
  (8,889)
  (8,091)
  (8,381)
  (6,589)
GAFI proceeds from borrowings
  2,810 
  - 
Net cash provided by financing activities
  7,067 
  444 
  4,034 
  4,244 
    
    
Effect of exchange rate changes on cash and cash equivalents
  233 
  (40)
  (17)
  292 
Net cash and cash equivalents increase for period
  263 
  369 
Net cash and cash equivalents increase (decrease) for period
  641 
  (819)
Cash and cash equivalents at beginning of period
  1,486 
  283 
  428 
  1,486 
Cash and cash equivalents at end of period
 $1,749 
 $652 
 $1,069 
 $667 
    
    
Supplemental disclosures of cash flow information, cash paid:
    
    
Interest paid
 $1,875 
 $2,518 
 $3,213 
 $1,273 
Income taxes paid
  6 
  6 
Supplemental disclosures of cash flow information, non-cash transactions:
Supplemental disclosures of cash flow information, non-cash transactions:
    
Supplemental disclosures of cash flow information, non-cash transactions:
    
Subordinated debt extension fees added to debt
  680 
  340 
Fair value of warrants issued to subordinated debt holders
  321 
  578 
  65 
  174 
Repurchase of common stock added to TEC promissory note
  451 
  - 
  - 
  451 
TEC promissory notes fees added to notes
  204 
  1,169 
Senior debt extension and waiver fees added to debt
  4,446 
  4,940 
  3,801 
  3,846 
TEC promissory note fees and fees for Goodland transaction
  1,169 
  - 
Settlement of accounts payable through transfer of equipment
  - 
  66 
GAFI plant, property & equipment acquired
  15,431 
  - 
Payment of TEC bridge loan added to GAFI Revolving loan
  3,669 
  - 
Prepaid interest on GAFI Term loan
  2,250 
  - 
 
The accompanying notes are an integral part of the financial statements.
 
 
6
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. Headquartered in Cupertino, California, Aemetis is an advanced renewable fuels and biochemicals company focused on the acquisition, development and commercialization of innovative technologies that replace traditional petroleum-based products through the conversion of second-generationfirst-generation ethanol and biodiesel plants into advanced biorefineries.  Founded in 2006, the Company ownswe own and operatesoperate a 60 million gallon per year ethanol production facilityplant in the California Central Valley near Modesto where it manufactureswe manufacture and producesproduce ethanol, wet distillers’ grains (“WDG”)(WDG), condensed distillers solubles (“CDS”)(CDS), and distillers’ corn oil. The Companyoil (DCO). We also ownsown and operatesoperate a 50 million gallon per year renewable chemical and advanced fuel production facility on the East Coast of India producing high quality distilled biodiesel and refined glycerin for customers in India and Europe. It also operatesWe operate a research and development laboratory and holdshold a portfolio of patents and related technology licenses for the production of renewable fuels and biochemicals.
 
Basis of Presentation and Consolidation.Consolidation. These consolidated financial statements include the accounts of Aemetis, Inc., a Nevada corporation, and its wholly owned subsidiaries (collectively, “Aemetis”Aemetis or the “Company”)Company). Additionally, we consolidate all entities in which we have a controlling financial interest either directly or by option to acquire the interest. A controlling financial interest is usually obtained through ownership of a majority of the voting interests. However, there are situations in which anAn enterprise is required tomust consolidate a variable interest entity (VIE), if the enterprise is the primary beneficiary of the VIE, even thoughif the enterprise does not own a majority of the voting interests. An enterprise must consolidate a VIE if the enterprise is the primary beneficiary of the VIE. The primary beneficiary is the party that has both the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance, and the obligation to absorb losses or the right to receive benefits from the VIE that could potentially be significant to the VIE.
 
In July 2017, we closed on a transaction with Goodland Advanced Fuels, Inc. (GAFI) acquired a partially completed ethanol plant in Goodland, Kansas, and as part of the transaction, GAFI entered into a note purchase agreement (GAFI Note Purchase Agreement) for a revolving loan (GAFI Revolving Loan) and term loan (GAFI Term Loan, and together with the GAFI Revolving Loan, the GAFI Loans) with Third Eye Capital Corporation (Third Eye Capital). The arrangement provided Aemetis with both an option agreement (GAFI Option Agreement) to acquire all of the outstanding stock from GAFI at $0.01 per share, as well as the ability for Aemetis, and its subsidiary Aemetis Advanced Products Keyes, Inc. (AAPK), to borrow portions of the GAFI Revolving Loan. In exchange, Aemetis and AAPK each provided a limited guaranty (GAFI Limited Guaranty). GAFI is thinly capitalized by its sole shareholders, and dependent on the terms of the agreements with Third Eye Capital and Aemetis to support its own activities. Additionally, the combination of the GAFI Limited Guaranty and the GAFI Option Agreement provide sufficient basis for Aemetis to direct the activities of GAFI. Upon application of the consolidation guidance in ASC 810 Consolidation, we determined that GAFI is a variable interest entity andwith Aemetis Inc. isas the primary beneficiary. Accordingly, the consolidated financial statements include the accountsaccount of GAFI (seeGAFI. See “Part I, Item 1. Financial Statements – Note 6).
5. Variable Interest Entity.” All intercompany balances and transactions have been eliminated in consolidation, including any transactions between GAFI and Aemetis, Inc.
The accompanying consolidated condensed balance sheet as of SeptemberJune 30, 2017,2018, the consolidated condensed statements of operations and comprehensive loss for the three and ninesix months ended SeptemberJune 30, 20172018 and 2016,2017, and the consolidated condensed statements of cash flows for the ninesix months ended SeptemberJune 30, 20172018 and 20162017 are unaudited. The consolidated condensed balance sheet as of December 31, 20162017 was derived from the 20162017 audited consolidated financial statements and notes thereto. The consolidated condensed financial statements in this report should be read in conjunction with the 20162017 audited consolidated financial statements and notes thereto included in the Company’s annual report on Form 10-K for the year ended December 31, 2016.
2017. 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.
 
 
7
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 ninesix months ended SeptemberJune 30, 20172018 and 20162017 have been prepared on the same basis as the audited consolidated statements as of December 31, 20162017 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 ninesix months ended SeptemberJune 30, 20172018 are not necessarily indicative of the operating results for any subsequent quarter, for the full fiscal year or any future periods.
 
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, 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 Recognition. In May 2014, the FASB issued new guidance on the recognition of revenue. The Company recognizesguidance stated that an entity should recognize revenue when there is persuasive evidenceto depict the transfer of promised goods or services to customers in an arrangement, delivery has occurred,amount that reflects the price is fixed or determinable and collection is reasonably assured. The Company records revenues based uponconsideration to which the gross amounts billedentity expects to its customers. Revenue from nonmonetary transactions, principally in-kind by-products receivedbe entitled in exchange for material processingthose goods or services. The standard is effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. In March and April 2016, the FASB issued further revenue recognition guidance amending principal vs. agent considerations regarding whether an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods and services. The Company adopted this guidance on January 1, 2018 using the modified retrospective approach. There was no cumulative impact to retained earnings. We assessed all of our revenue streams to identify any differences in the timing, measurement or presentation of revenue recognition.
We derive revenue primarily from sales of ethanol and related co-products in North America, and biodiesel and refined glycerin in India based on the supply agreements and PO contracts. We assessed the following criteria under the guidance: i) identify the contracts with customer, ii) identify the performance obligations in the contract, iii) determine the transaction price, iv) allocate the transaction price to the performance obligations, and v) recognize revenue when the entity satisfies the performance obligations.
In North America, we sell the majority of our production to one customer under a supply contract, with individual sales transactions occurring under this contract. Given the similarity of these transactions, we have assessed them as a portfolio of similar contracts. The performance obligation is satisfied by delivery of the physical product to the tank of J.D. Heiskell & Co. (J.D. Heiskell) or to one of their contracted trucking companies. At this point in time, the customer has the ability to direct the use of the product and receive substantially all of its benefits. The transaction price is determined based on daily market prices negotiated by Kinergy Marketing for ethanol and by A.L. Gilbert on WDG and DCO. There is no transaction price allocation needed.
8
AEMETIS, INC.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited, tabular data in thousands except par value and per share data)
The below table shows our sales in North America by product category:
North America (in thousands)
 
 
 
 
 
 
 
 
 
 
 
 For the three months
ended June 30,
 
 
 For the six months
ended June 30,
 
 
 
2018
 
 
2017
 
 
2018
 
 
2017
 
Ethanol sales
 $30,129 
 $28,130 
 $58,341 
 $51,675 
Wet distiller's grains sales
  8,499 
  6,457 
  16,327 
  12,038 
Other sales
  1,000 
  878 
  2,136 
  1,705 
 
    
    
    
    
 
 $39,628 
 $35,465 
 $76,804 
 $65,418 
In India where the by-product is contemplatedwe sell product on purchase orders (written or verbal) or by contract with governmental or international parties, the performance obligation is satisfied by delivery and acceptance of the physical product. When the contracts are sufficiently similar in nature, we have assessed these contracts as a portfolio of similar contracts as allowed under the practical expedient. Doing so does not result in a materially different outcome compared to provide value,individually accounting for each contract. All domestic and international deliveries are subject to certain specifications as identified in contracts. The transaction price is recognizeddetermined based on reference market prices for biodiesel and refined glycerin every day net of taxes. There is no transaction price allocation needed.
The below table shows our sales in India by product category:
India (in thousands)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 For the three months
ended June 30,
 
 
 For the six months
ended June 30,
 
 
 
2018
 
 
2017
 
 
2018
 
 
2017
 
Biodiesel sales
 $3,841 
 $4,100 
 $8,342 
 $4,933 
Refined Glycerin sales
  1,559 
  1,199 
  2,900 
  1,987 
 
 $5,400 
 $5,299 
 $11,242 
 $6,920 
We also assessed principal versus agent criteria as we buy our feedstock from our customers and process and sell finished goods to those customers in some contractual agreements.
In North America, we buy corn as feedstock in producing ethanol from our working capital partner J.D. Heiskell and we sell all ethanol, WDG, and corn oil produced in this process to J.D. Heiskell. Our finished goods tank is leased by J.D. Heiskell and they require us to transfer legal title to the product upon transfer of our finished ethanol to this location. We consider the purchase of corn as a cost of goods sold and the sale of ethanol upon transfer to the finished goods tank as revenue on the basis that (i) we control and bear the risk of gain or loss on the processing of corn which is purchased at market prices into ethanol and (ii) we have a legal title to the goods during the processing time. Revenues from sales of ethanol and its co-products are billed net of the related transportation and marketing charges. The transportation component is accounted for in cost of goods sold and the marketing component is accounted for in sales, general and administrative expense. Transportation and marketing charges are known within days of the transaction and are recorded at the quoted marketactual amounts. The Company has elected an accounting policy under which these charges have been treated as fulfillment activities provided after control has transferred. As a result, these charges are recognized as expenses when revenue is recognized. Revenues are recorded at the gross invoiced amount.
9
AEMETIS, INC.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited, tabular data in thousands except par value and per share data)
In India, we occasionally enter into contracts where a customer provides feedstock and we process the feedstock into biodiesel and sell to the same customer. In those cases, we receive the legal title to feedstock from our customers once it is on our premises. We control the processing and production of biodiesel based on contract terms and specifications. The pricing for both feedstock and biodiesel is set independently. We hold the title and risk to biodiesel as long as it resides on premises. Hence, we are the principal in both North America and India sales scenarios where our customer and vendor are the same.
Based upon the timing of the transfer of control of our products to our customers, there are no contract assets or liabilities as of June 30, 2018.
We have elected to adopt the practical expedient that allows for ignoring the significant financing component of a contract when estimating the transaction price when the transfer of thosepromised goods received or by-products.to the customer and customer payment for such goods are expected to be within one year of contract inception. Further, we have elected to adopt the practical expedient in which incremental costs of obtaining a contract are expensed when the amortization period would otherwise be less than one year.
 
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, CDS, and distillers’ corn oilDCO 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 advanceadvanced payment based on the size and creditworthiness of the customer. Usually, invoices are due within 30 days on net terms. Accounts receivables consist of product sales made to large creditworthy customers. Trade accounts receivable are presented at original invoice amount, net of any 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 it 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 un-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. We did not reserve any balance for allowanceallowances for doubtful accounts as of SeptemberJune 30, 20172018 and December 31, 2016.2017.
 
Inventories. Finished goodsEthanol 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.
 
8
AEMETIS, INC.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited, tabular data in thousands except par value and per share data)
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 plants in Keyes, California (Keyes plant), Goodland, Kansas (GAFI plant) and Kakinada, India. As part of our variable interest entity, theIndia (Kakinada plant). The GAFI plant in Kansas is partially completed and is not ready for operation; hence, we are not depreciating these assets yet. Otherwise, it is the Company’s policy to depreciate capital assets over their estimated useful lives using the straight-line method.
 
10
AEMETIS, INC.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited, tabular data in thousands except par value and per share data)
The Company evaluates the recoverability of long-lived assets with finite lives in accordance with Accounting Standards Codification (ASC)ASC Subtopic 360-10-35 Property Plant and Equipment –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.
 
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 ninesix months ended SeptemberJune 30, 20172018 and 2016,2017, 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 income (loss)loss per share calculation as of SeptemberJune 30, 20172018 and 2016:2017:
 
 
As of
 
 
September 30,
2017
 
 
September 30,
2016
 
 
June 30, 2018
 
 
June 30, 2017
 
 
 
 
 
 
 
Series B preferred (post split basis)
  132 
  133 
  132 
  133 
Common stock options and warrants
  2,554 
  1,965 
  3,206 
  2,589 
Debt with conversion feature at $30 per share of common stock
  1,194 
  861 
  1,222 
  1,188 
Total number of potentially dilutive shares excluded from the diluted net loss per share calculation
  3,880 
  2,959 
  4,560 
  3,910 
 
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.
 
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).
 
9
AEMETIS, INC.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited, tabular data in thousands except par value and per share data)
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. Aemetis recognizesrecognized two reportable geographic operating segments: “North America” and “India.”
11
AEMETIS, INC.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited, tabular data in thousands except par value and per share data)
 
The “North America” operating segment includes the Company’s 60 million gallons per year capacity Keyes plant in Keyes, California, the GAFI plant in Goodland, Kansas and the research and development facility.facility in St. Paul, Minnesota`.
 
The “India” operating segment encompasses the Company’s 50 million gallon per year capacity biodieselKakinada plant in Kakinada, India, itsthe administrative offices in Hyderabad, India, and the holding companies in Nevada and Mauritius.
 
Fair Value of Financial Instruments. The carrying amount of cash and cash equivalents, accounts receivable and accounts payable approximate their estimated fair values due to the short-term maturities of 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 lines of credit and the financial condition of the Company, the fair value of the debt is not readily determinable.
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.
 
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,June 2018, the FASB issued newASU 2018-07, Compensation - Stock Compensation (Topic 718), Improvements to Nonemployee Share-Based Payment Accounting (“ASU 2018-07”), which expands the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from nonemployees, with certain exceptions. ASU 2018-07 supersedes the guidance onin ASC 505-50, Equity-Based Payments to Non-Employees, which previously included the recognition of revenue. The guidance stated that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchangeaccounting for those goods or services.non-employee awards. The standard is effective for interim and annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period.2018, and early adoption is permitted. The Company’sCompany does not intend to early adopt and is in the process of determining the impact of adoption of this standard on its financial statements.
For a complete summary of the Company’s significant accounting standard beginspolicies, please refer to Note 1, “Nature of Activities and Summary of Significant Accounting Policies,” included with the first quarter of fiscal year 2018. In MarchCompany’s audited financial statements and April 2016, the FASB issued further revenue recognition guidance amending principal vs. agent considerations regarding whether an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods and services. The Company is currently evaluating the impact of the adoption of this accounting standard update on its consolidated results of operations and financial condition and will be providing guidance in its Form 10-Knotes thereto for the yearyears ended December 31, 2017.2017 and 2016, filed with the Securities and Exchange Commission on March 29, 2018.
 
 
1012
AEMETIS, INC.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited, tabular data in thousands except par value and per share data)
 
2.            
InventoryInventories
 
Inventory consistsInventories consist of the following:
 
 
September 30,
2017
 
 
December 31,
2016
 
 
June 30,
2018
 
 
December 31,
2017
 
Raw materials
 $2,306 
 $1,044 
 $3,585 
 $2,829 
Work-in-progress
  1,946 
  1,360 
  2,102 
  1,605 
Finished goods
  1,490 
  837 
  1,010 
  1,303 
Total inventories
 $5,742 
 $3,241 
 $6,697 
 $5,737 
 
3.          
Property, Plant and Equipment
 
Property, plant and equipment consist of the following:
 
 
September 30,
2017
 
 
December 31,
2016
 
 
June 30,
2018
 
 
December 31,
2017
 
Land
 $2,734 
 $2,713 
 $2,709 
 $2,747 
Plant and buildings
  82,390 
  81,755 
  82,642 
  82,652 
Furniture and fixtures
  983 
  572 
  1,039 
  1,003 
Machinery and equipment
  3,951 
  4,308 
  3,909 
  3,972 
Construction in progress
  522 
  88 
  1,837 
  941 
GAFI property, plant & equipment
  15,431 
  0 
  15,408 
Total gross property, plant & equipment
  106,011 
  89,436 
  107,544 
  106,723 
Less accumulated depreciation
  (26,651)
  (23,066)
  (29,841)
  (27,886)
Total net property, plant & equipment
 $79,360 
 $66,370 
 $77,703 
 $78,837 
 
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 buildingsBuildings
  20 - 30 
Machinery and equipment& Equipment
  5 - 7 
Furniture and fixtures& Fixtures
  3 - 5 
 
For the three months ended SeptemberJune 30, 20172018 and 2016,2017, the Company recorded depreciation expense of $1.1 million and $1.2 million for each period.respectively. For the ninesix months ended SeptemberJune 30, 20172018 and 2016,2017, the Company recorded depreciation expense of $3.5$2.3 million for each period.
 
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 was no impairment ofon the long-lived assets during the three and ninesix months ended SeptemberJune 30, 20172018 and 2016.2017.
 
 
1113
AEMETIS, INC.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited, tabular data in thousands except par value and per share data)
 
4.          
Debt
 
Debt consists of the following:
 
 
September 30,
2017
 
 
December 31,
2016
 
Third Eye Capital term notes
 $6,832 
 $6,577 
Third Eye Capital revolving credit facility
  32,778 
  24,927 
Third Eye Capital revenue participation term notes
  11,473 
  11,042 
Third Eye Capital acquisition term notes
  19,782 
  19,085 
Cilion shareholder seller notes payable
  5,786 
  5,674 
Subordinated notes
  8,445 
  7,565 
EB-5 long term promissory notes
  35,822 
  35,027 
Unsecured working capital loans
  4,292 
  1,817 
GAFI Term and Revolving loans
  23,373 
  - 
Total debt
  148,583 
  111,714 
Less current portion of debt
  14,559 
  11,409 
Total long term debt
 $134,024 
 $100,305 
notes from our senior lender, Third Eye Capital, Note Purchase Agreementother working capital lenders and subordinated lenders as follows:
 
 
June 30,
2018
 
 
December 31,
2017
 
Third Eye Capital term notes
 $7,022 
 $6,931 
Third Eye Capital revolving credit facility
  41,117 
  35,371 
Third Eye Capital revenue participation term notes
  11,792 
  11,636 
Third Eye Capital acquisition term notes
  23,500 
  20,048 
Third Eye Capital promissory note
  2,082 
  - 
Cilion shareholder seller notes payable
  5,898 
  5,824 
Subordinated notes
  9,391 
  8,725 
EB-5 long term promissory notes
  36,658 
  36,039 
Unsecured working capital loans
  4,711 
  4,861 
GAFI Term and Revolving loans
  26,180 
  24,351 
Total debt
  168,351 
  153,786 
Less current portion of debt
  19,418
  15,625 
Total long term debt
 $148,933
 $138,161 
 
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 “NoteNote 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). 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.
 
On January 31, 2017,4, 2018, a Promissory Note (the “January 2017 Note”January 2018 Note) for $160 thousand 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) April 1, 2018. In consideration of the January 2018 Note, $10 thousand of the total proceeds were paid to Third Eye Capital as financing charges. As of June 30, 2018, the outstanding balance of principal and interest on the January 2018 note was $162 thousand. On April 1, 2018, the January 2018 Note was paid in full.
On February 27 2018, a Promissory Note (the February 2018 Note, together with the Original Third Eye Capital Notes, the “ThirdThird Eye Capital Notes”)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) MayApril 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.2018. In consideration of the January 2017February 2018 Note, $133 thousand$0.1 million of the total proceeds were paid to Third Eye Capital as financing charges. As of June 30, 2017, the outstanding balance on the January 2017 Note was $2.1 million. On July 10, 2017, the January 2017 Note was paid in full.
On March 1, 2017, Third Eye Capital agreed to Amendment No. 13 to the Note Purchase Agreement to: (i) extendSubsequently, the maturity date of the Third Eye Capital Notesnote was extended to April 1,June 30, 2018 with $84 thousand in exchange for a 5% extension fee consistingfees due and payable at the time of adding $3.1 million tothe redemption of the Note. As of June 30, 2018, the outstanding principal balance of principal and interest on the Note Purchase Agreement and allowing for the further extension of the maturity date of the Third Eye Capital Notes to April 1, 2019, at the Company’s election, for an additional extension fee of 5% of the then outstanding Third Eye Capital Notes outstanding balance, (ii) waive the free cash flow financial covenant under the Note Purchase Agreement for the three months ended December 31, 2016, (iii) provide that such covenant will be deleted prospectively from the Note Purchase Agreement, (iv) waive the default under the Note Purchase Agreement relating to indebtedness outstanding to Laird Cagan and (v) waive the covenant under the Note Purchase Agreement to permit the Company to pay off the defaulted Laird Cagan subordinatedFebruary 2018 note by issuing stock. The borrowers agreed to use their best efforts to close the transaction to purchase assets in Goodland, Kansas from Third Eye Capital as described in a non-binding offer to purchase letter between an affiliate of the Company and Third Eye Capital, which closed on July 10, 2017. As consideration for such amendment and waiver, the borrowers agreed to pay Third Eye Capital an amendment and waiver fee of $750 thousand to be added to the outstanding principal balance of the Revolving Credit Facility. As a result of the extension of the maturity date in Amendment No. 13, the 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.was $2.1 million.
 
 
1214
AEMETIS, INC.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited, tabular data in thousands except par value and per share data)
 
On April 28, 2017, a PromissoryMarch 27, 2018, Third Eye Capital agreed to Limited Waiver and Amendment No. 14 to the Note (the “April 2017 Note”, and together withPurchase Agreement, or Amendment No. 14, to: (i) extend the Originalmaturity date of the Third Eye Capital Notes two years to April 1, 2020 in exchange for an amendment fee consisting of 6% (3% per year) of the “Third Eye Capital Notes”) for $1.5 million was advanced byoutstanding note balance in the form of an increase in the fee payable in the event of a redemption of the Third Eye Capital Notes (as defined in the Note Purchase Agreement); (ii) provide that the maturity date may be further extended at our election to Aemetis, Inc.April 1, 2021 in exchange for an extension fee of 5%; (iii) provide for an optional quarterly waiver of the ratio of note indebtedness covenant until January 1, 2019 with the payment of a waiver fee of $0.25 million; and (iv) remove the redemption fee described in (i) above from the calculation of the ratio of note indebtedness covenant. In addition to the fee discussed in (i), as consideration for such amendment and waiver, the borrowers also agreed to pay Third Eye Capital an amendment and waiver fee of $0.5 million to be added to the outstanding principal balance of the Revolving Credit Facility.
We have evaluated Amendment No. 14 in accordance with ASC 470-60Troubled Debt Restructuring.According to guidance, we considered Amendment No. 14 to be a short-term credit facilitytroubled debt restructuring. We assessed all the terms to confirm if there is a concession granted by the creditor. The maturity date of the Third Eye Capital Notes was extended to April 1, 2020 for working capitala 6% fee, compared to the extension fee of 5% provided by Amendment No. 13 for a one-year extension. No interest is accrued on these fees. In order to assess whether the creditor granted a concession, we calculated the post-restructuring effective interest rate by projecting cash flows on the new terms and other general corporate purposessolved for a discount rate equal to the carrying amount of pre-restructuring of debt, and by comparing this calculation to the terms of Amendment No. 13, we determined that Third Eye Capital provided a concession in accordance with anthe provisions of ASC 470-60Troubled Debt Restructuringand thus applied troubled debt restructuring accounting. The extension fee, due at maturity, was discounted at the effective interest rate of 14%the Third Eye Capital Notes, and an immediate charge was taken to recognize the fees into amortization expense on the income statement related to the troubled debt restructuring of $3.1 million and amendment fees of $0.5 million. Using the effective interest method of amortization, the remaining extension fee of $1.4 million will be amortized over the stated remaining life of the Third Eye Capital Notes.
On June 30, 2018, the Company requested and received an optional waiver of the ratio of note indebtedness covenant with the payment of a waiver fee of $0.25 million, which was added to the Revolving Credit Facility for the quarter ended June 30, 2018. The Company may request additional optional waivers of the ratio of note indebtedness covenant for the quarters ended September 30, 2018 and December 31, 2018, but there are no waivers available for the quarters ended March 31, 2019 and June 30, 2019. According to ASC 470-10-45 debt covenant classification guidance, if it is probable that the Company will not be able to cure the default at measurement dates within the next 12 months, the related debt needs to be classified as current. To assess this guidance, the Company performed ratio and cash flow analysis using the forecast and debt levels. Based on this analysis, the Company believes that it is reasonably possible that through a combination of cash flow from operations, new projects that provide additional liquidity, and sales of EB-5 investments, it will be able to meet the ratio of the note indebtedness covenant, hence the notes are classified as long term debt.
On March 27, 2018, Third Eye Capital agreed to a one-year reserve liquidity facility governed by a promissory note, payable in the principal amount of up to $6.0 million dollars. Borrowings under the facility are available from March 27, 2018 until maturity on April 1, 2019. Interest on borrowed amounts accrues at a rate of 30% per annum, maturing onpaid monthly in arrears, or 40% if an event of default has occurred and continues. The outstanding principal balance of the earliestindebtedness evidenced by the promissory note, plus any accrued but unpaid interest and any other sums due thereunder, shall be due and payable in full at the earlier to occur of (a) the closing of the Financing, (b) receipt of proceeds from any new debt or equity financing, refinancing or other similar transaction (c) extension of creditbetween Third Eye Capital or any fund or entity arranged by them and the Company or its affiliates, (b) receipt by the Lender,Company or Agent on behalfits affiliates of certain lendersproceeds from any sale, merger, equity or the Noteholders, to the Debtorsdebt financing, refinancing or their affiliates,other similar transaction from any third party and (d) June 15, 2017. In addition, $1.0 million of this(c) April 1, 2019. The promissory note represents fees payableis secured by Goodland Advanced Fuels, Inc.liens and security interests upon the closingproperty and assets of the Goodland transaction. On July 10, 2017,Company. If any amounts are drawn under the April 2017 Note was paidfacility, the Company will pay a non-refundable fee in fullthe amount of $0.2 million payable from the proceeds of the first drawing under the facility. As of June 30, 2018, no draws were outstanding on this Note.
15
AEMETIS, INC.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited, tabular data in thousands except par value and the fees payable by Goodland Advanced Fuels, Inc., were paid.per share data)
 
Terms of Third Eye Capital Notes
 
A. 
Term Notes. As of SeptemberJune 30, 2017,2018, the Company had $6.8total of $7.0 million in principal and interest outstanding under the Term Notes. The Term Notes net of unamortized fair value discounts of $0.2 million.accrue interest at 14% per annum. The Term Notes mature on April 1, 2018. Interest on the Term Notes accrues at 14% per annum.2020.
 
B. 
Revolving Credit Facility. The Revolving Credit Facility accrues interest at the prime rate plus 13.75% (18.00%(18.50% as of SeptemberJune 30, 2017)2018), payable monthly in arrears. The Revolving Credit Facility matures on April 1, 2018.2020. As of SeptemberJune 30, 2017,2018, AAFK had $32.8$41.1 million in principal, interest, and interestwaiver fees outstanding net of unamortized debt issuance costs of $0.8 million onunder the Revolving Credit Facility. No amounts remained for future drawFacility, of which $0.5 million were interest-accruing waiver fees added on March 27, 2018 as part of Amendment No. 14 and $0.25 million were interest-accruing covenant waiver fees added on June 30, 2018 to the Revolving Credit Facility.
 
C. 
Revenue Participation Term NoteNotess.. The Revenue Participation Term Note bearsNotes bear interest at 5% per annum and maturesmature on April 1, 2018.2020. As of SeptemberJune 30, 2017, AAFK2018, the Company had $11.5a total of $11.8 million in principal and interest outstanding net of unamortized discounts of $0.3 million, on the Revenue Participation Term Note.Notes.
 
D. 
Acquisition Term Notes. The Acquisition Term Notes accrue interest at the prime rate plus 10.75% (15.00%(15.50% per annum as of SeptemberJune 30, 2017)2018) and mature on April 1, 2018.2020. As of SeptemberJune 30, 2017,2018, Aemetis Facility Keyes, Inc. had $19.8$23.5 million in principal, interest and interestredemption fees outstanding net of unamortized discountswhich $3.1 million was the present value of $0.5 million, onredemption fees which were added to the Acquisition Term Notes.Notes on March 27, 2018 as part of Amendment No. 14.
 
E.
January 2017 Note.The January 2017 Note accrued interest at 14% and matured on May 30, 2017, at which time it started accruing interest at 20% until the outstanding balance of the January 2017 Note of $2.1 million was paid on July 10, 2017.
F.
April 2017 Note.The April 2017 Note accrued interest at 14% and matured on June 15, 2017, at which time it started accruing interest at 20% until the outstanding balance of the April 2017 Note of $1.5 million was paid on July 10, 2017.
The Company can extend the maturity date of the Term Notes, Revolving Credit Facility, Revenue Participation Notes, and Acquisition Term Notes to April 2019. 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.
The Third Eye Capital Notes contain various covenants, including but not limited to, debt to plant value ratio, minimum production requirements, and restrictions on capital expenditures. The terms of the Third Eye Capital Notes allow the lender to accelerate the maturity in the occurrence of any event that could reasonably be expected to have a material adverse effect, such as any change in the business, operations, or financial condition.
 
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 forin the amount of $8.0 million.
13
AEMETIS, INC.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited, tabular data in thousands except par value and per share data)
 
Cilion shareholder seller notes payable. In connection with the Company’s merger with Cilion, Inc., (Cilion) on July 6, 2012, the Company issued $5.0 million in notes payable to Cilion shareholders as merger consideration,compensation subordinated to the senior secured Third Eye Capital Notes. The liability bears interest at 3% per annum and is due and payable after the Third Eye Capital Notes have been paid in full. As of SeptemberJune 30, 2017,2018, Aemetis Facility Keyes, Inc. had $5.8$5.9 million in principal and interest outstanding under the Cilion shareholder seller notes payable.
16
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 notesSubordinated 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 accrues at 10% and 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.
 
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 JanuaryJuly 1, 2017,2018, the Subordinated Notes were amended to extend the maturity date until the earlier of (i) June 30, 2017;December 31, 2018; (ii) completion of an equity financing by AAFK or Aemetis in an amount of not less than $25.0 million; or (iii) 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 evaluatedwill evaluate the JanuaryJuly 1, 20172018 amendment and the refinancing terms of the notesSubordinated Notes and applied modificationdetermine the accounting treatment in accordance with ASC 470-50 Debt – Modification and Extinguishment.
 
On July 1, 2017, the Subordinated Notes were amended to extend the maturity date until the earlier of (i)At June 30, 2018 and December 31, 2017; (ii) completion of an equity financing by AAFK or Aemetis in an amount of not less than $25.0 million; or (iii) 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 the July 1, 2017 amendment and the refinancing terms of the notes and applied modification accounting treatment in accordance with ASC 470-50Debt – Modification and Extinguishment.
On January 14, 2013, Laird Cagan, a related party, loaned $0.1 million through a promissory note maturing on December 31, 2016 with a five percent annualized interest rate and the right to exercise 5 thousand warrants exercisable at $0.01 per share.
At September 30, 2017, the Company owed,had, in aggregate, the amount of $8.4$9.4 million and $8.7 million in principal and interest net of $0.3 million in debt issuance costsoutstanding, respectively, under the Subordinated Notes.
 
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 (the “EB-5 Notes”)EB-5 Notes) bearing interest at 3%, with each. Each note was issued in the principal amount of $0.5 million and due and payable four years from the date of each note, for a total aggregate principal amount of up to $36.0 million (the “EB-5EB-5 Phase I funding”)funding). The original maturity date on the promissory notes can be extended automatically for a one or two year period initially and is eligible for further one-year automatic extensions as long as there is no notice of non-extension from investors and the investors’ immigration process is in progress. The EB-5 Notes are convertible after three years at a conversion price of $30 per share.
14
AEMETIS, INC.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited, tabular data in thousands except par value and per share data)
 
Advanced BioEnergy, LP arranges investments with foreign investors, who each make loans to the Keyes plant in increments of $0.5 million. As of September 30, 2017, theThe 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 date of which $34.5this filing. As of June 30, 2018, $35.0 million havehas been released from the escrow accountamount to the Company with $1.0including $0.5 million released on April 26, 2018. As of June 30, 2018, $0.5 million is remaining in escrow and $0.5 million is to be funded to escrow. As of SeptemberJune 30, 2017, $34.52018, $35.0 million in principal and $1.3$1.7 million in accrued interest remained outstanding.was outstanding on the EB-5 Notes. Out of the $36.7 million total outstanding, $1.7 million will be due within a year.
 
On October 16, 2016, the Company launched its EB-5 Phase II funding, with plans to issue $50.0 million in additional EB-5 Notes on substantially similar terms and conditions as those issued under the Company’s EB-5 Phase I funding to refinance indebtedness and for capital expenditures of Aemetis, Inc. and Goodland Advanced Fuels, Inc.
17
AEMETIS, INC.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited, tabular data in thousands except par value and per share data)
 
Unsecured working capital loans. In November 2008, the Company entered into an operating agreement with Secunderabad Oils Limited (“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 fifteen percent (15%). In return, the Company agreed to pay Secunderabad Oils an amount equal to 30% of the plant’s monthly net operating profit and recognized these as operational support charges in the financials. In the event that the Company’s biodiesel facility operates at a loss, Secunderabad Oils owes the Company 30% of the losses. Either party can terminate the agreement 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 reinitiated on the terms described above. On July 15, 2017, the agreement with Secunderabad Oils was amended to provide the working capital funds for British Petroleum business operations (“BP Operations”) in the form of inter-corporate deposit for an amount of approximately $2.3 million for a period of 95 days at 14.75% per annum interest rate. The Secunderabad Oils has a second priority lien on the assets of the Kakinada biodiesel facility after this agreement. During the nine months ended September 30, 2017 and 2016, the Company made principal and interest payments to Secunderabad Oils of approximately $2.3 million and $4.5 million, respectively. As of September 30, 2017, the Company had $0.7 million outstanding under the Secunderabad Oils agreement.
On April 16, 2017, the Company entered into a similaran operating agreement with Gemini Edibles and Fats India Private Limited (“Gemini”)(Gemini). Under this agreement, Gemini 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.plant. Working capital advances bear interest at the actual bank-borrowing rate of Gemini of twelve percent (12%)12%. In return, the Company agreed to pay Gemini an amount equal to 30% of the plant’s monthly net operating profit and recognized these as operational support charges in the financials. In the event that the Company’s biodiesel facility operates at a loss, Gemini owes the Company 30% of the losses as operational support charges. Either party can terminate the agreement at any time without penalty. Additionally, Gemini received a first priority lien on the assets of the Kakinada biodiesel facility. Since the inception of this agreement, theplant. The Company made principal and interest payments to Gemini of approximately $6.2 million.$5.4 million and $2.8 million during the six months ended June 30, 2018 and 2017. As of SeptemberJune 30, 2018 and December 31, 2017, the Company had $3.6$3.4 million and $3.5 million outstanding on this raw material purchase agreement.
 
In October 2016,November 2008, the Company entered into an operating agreement with Secunderabad Oils Limited (“Secunderabad Oils”). The 2008 agreement provided the working capital and had the first priority lien on assets in return for 30% of the plant’s monthly net operating profit. These expenses were recognized as operational support charges by the Company in the financials. All terms of the 2008 agreement with Secunderabad Oils were terminated to amend the agreement as below. On July 15, 2017, the agreement with Secunderabad Oils was amended to provide the working capital funds for British Petroleum business operations (“BP Operations”) only in the form of inter-corporate deposit for an amount of approximately $2.3 million over a 95 days period at the rate of 14.75% per annum interest rate. The term of the agreement continues until the either party terminates it. Secunderabad Oils has a second priority lien on the assets of the Company’s Kakinada plant after this agreement. On April 15, 2018, the agreement was amended to purchase the raw material for business operations at 12% per annum interest rate. During the six months ended June 30, 2018 and 2017, the Company made an agreement with a supplierprincipal and interest payments to Secunderabad Oils 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.approximately $2.7 million and $2.3 million, respectively. As of SeptemberJune 30, 20172018 and December 31, 2016,2017, the Company had nil and $1.5$1.3 million outstanding onunder this raw material purchase agreement, respectively.
 
15
AEMETIS, INC.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited, tabular data in thousands except par value and per share data)
Variable Interest Entity (GAFI) Term loan and Revolving loan
. On July 10, 2017, GAFI entered into athe GAFI Note Purchase Agreement (“VIE Note Purchase Agreement”) with Third Eye Capital Corporation.and the noteholders made a party thereto from time to time (the GAFI Noteholders). See further discussion regarding GAFI in“Part I, Item 1. Financial Statements – Note 6.5. Variable Interest Entity.” Pursuant to the VIEGAFI Note Purchase Agreement, the GAFI Noteholders agreed, subject to the terms and conditions of the VIEGAFI Note Purchase Agreement and relying on each of the representations and warranties set forth therein, to make (i) a single term loan tothe GAFI Term Loan in an aggregate amount of fifteen million dollars (“Term Loan”) and (ii) revolving advancesthe GAFI Revolving Loan in an amount not to exceed ten million dollars in the aggregate (“Revolving Loan”)aggregate. The interest rate per annum applicable to the GAFI Term Loan is equal to 10%. The interest rate per annum applicable to the TermGAFI Revolving Loan is equal to ten percent (10%). The interest rate per annum applicable to the Revolving Loans is the greater of (a) the prime ratePrime Rate plus seven and three quarters percent (7.75%) and (b) twelve percent (12%). The maturity date of the GAFI Loans (“Maturity Date”) is July 10, 2019, provided that the Maturity Date2019. The maturity date may be extended at the option of GAFI for up to two additional one-year periods upon prior written notice and upon satisfaction of certain conditions and the payment of a renewal fee for such extension. An initial advance under the GAFI Revolving Loan was made for $2.2 million as a prepayment of interest on the GAFI Term Loan for the first eighteen months of interest payments. In addition, a fee of $1.0 million was paid in consideration to Noteholders.
GAFI, the Company and its subsidiary Aemetis Advanced Products Keyes, Inc. (“AAPK”) also entered into separate Intercompany Revolving Promissory Notes, dated July 10, 2017 (“Intercompany Revolving Notes”), pursuant to which GAFI may, from time to time, lend a portion of the proceeds of the Revolving Loan borrowed under the VIE Note Purchase Agreement.
In consideration for the direct and indirect benefits from the transactions contemplated by the VIE Note Purchase Agreement and the Intercompany Revolving Notes, Aemetis, Inc. and AAPK ("Guarantors") agreed to enter into a Limited Guaranty. Pursuant to the Limited Guaranty, the Guarantors guarantee the prompt payment and performance of all unpaid principal and interest on the Loans and all other obligations and liabilities of GAFI to any Noteholders in connection with the VIE Note Purchase Agreement. The obligations of the Guarantors pursuant to the Limited Guaranty are secured by a first priority lien over all assets of the Guarantors subject to lien existing in connection with the Existing Note Purchase Agreement of Guarantors. Each Guarantor agreed to make the following regulatory and financial covenants: i) maintenance of existence and compliance, ii) payment of obligations; iii) reporting requirements on financials of Guarantors annually, quarterly; iv) delivery of  cellulosic ethanol project progress reports within 15 days of the month end, v) ensuring the ratio of: (a) the sum of (i) the most recent Mortgaged Property Market Value, and (ii) the most recent AAPK’s cellulosic ethanol project value to (b) the Note Indebtedness, to be less than2.00:1.00, tested as of the last day of each fiscal quarter, and (iv) permit the amount of trade payables due to exceed the sum of the amount of the GAFI’s Cash Equivalents plus the revolving advances available to be advanced under theRevolving Loan, tested as of the last day of each month.Noteholders.
As of September 30, 2017, GAFI obligations are as follows:
As of
September 30, 2017
Term loan
$15,000
Revolving loan
9,248
Total debt
$24,248
Less: Debt issuance costs
(875)
Total debt
$23,373
Scheduled debt repayments for loan obligations follow:
Twelve months ended September 30,
 
Debt Repayments
 
2018
 $14,559 
2019
  119,381 
2020
  5,000 
2021
  12,536 
Total debt
  151,476 
Discounts
  (2,643)
Total debt, net of discounts
 $148,833 
 
 
1618
AEMETIS, INC.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited, tabular data in thousands except par value and per share data)
  
As of June 30, 2018 and December 31, 2017, GAFI had $15.0 million outstanding on the term loan and $10.0 million outstanding on the revolving loan, with $0.1 million in interest paid in arrears.
On June 28, 2018, GAFI borrowed an amount of $1.5 million with a fee of $75 thousand added to the loan fron Third Eye Capital at a 10% interest rate. As of June 30, 2018, the outstanding balance on the loan was $1.6 million. 
GAFI, the Company and its subsidiary AAPK also entered into separate intercompany revolving promissory notes (the GAFI Intercompany Notes), dated July 10, 2017, pursuant to which GAFI may, from time to time, lend a portion of the proceeds of the GAFI Revolving Loan borrowed under the Amended GAFI NPA to the Company. The Company borrowed $1.5 million on June 28, 2018. As of June 30, 2018 and December 31, 2017, the Company and AAPK had $6.9 million and $5.7 million outstanding on the GAFI Intercompany Notes.
Debt repayments for the Company’s loan obligations follow:
Twelve months ended June 30,
 
Debt Repayments
 
2019
 $19,418
2020
  133,327
2021
  14,000 
2022
  3,398 
Total debt
  170,143
Debt issuance costs
  (1,792)
Total debt, net of debt issuance costs
 $168,351 
19
AEMETIS, INC.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited, tabular data in thousands except par value and per share data)
5.
Variable Interest Entity
GAFI was formed to acquire the partially completed Goodland ethanol plant in Goodland, Kansas. GAFI entered into the GAFI Note Purchase Agreement, with Third Eye Capital to acquire the plant. GAFI, the Company and its subsidiary AAPK also entered into separate GAFI Intercompany Notes, pursuant to which GAFI may, from time to time, lend a portion of the proceeds of the GAFI Revolving Loan incurred under the GAFI Note Purchase Agreement to the Company. Aemetis, Inc. and AAPK (in such capacity, the GAFI Guarantors) also agreed to enter into a limited guaranty (the GAFI Limited Guaranty). Pursuant to the GAFI Limited Guaranty, the Guarantors agreed to guarantee the prompt payment and performance of all unpaid principal and interest on the GAFI Loans and all other obligations and liabilities of GAFI to the GAFI Noteholders in connection with the GAFI Note Purchase Agreement. The obligations of the GAFI Guarantors pursuant to the GAFI Limited Guaranty are secured by a first priority lien over all assets of the GAFI Guarantors pursuant to separate general security agreements entered into by each GAFI Guarantor. The aggregate obligations and liabilities of each GAFI Guarantor is limited to the sum of (i) the aggregate amount advanced by GAFI to such GAFI Guarantor under and in accordance with the GAFI Intercompany Notes and (ii) the obligation of the GAFI Guarantor pursuant to its indemnity and expense obligations under the GAFI Limited Guaranty prior to the date on which the option under the GAFI Option Agreement is exercised. Additionally, on July 10, 2017, the Company entered into the GAFI Option Agreement by and between GAFI and the sole shareholder of GAFI, pursuant to which the Company was granted an irrevocable option to purchase all, but not less than all, of the capital stock of GAFI for an aggregate purchase price equal to $0.01 per share for a total purchase price of $10.00 (such option, the GAFI Option). The GAFI Option provides for automatic triggering in the event of certain default circumstances. After the automatic exercise upon default, the GAFI Limited Guaranty no longer applies and the GAFI Guarantors are responsible for the outstanding balances of the GAFI Term Loan and the GAFI Revolving Loan. Additionally, Third Eye Capital was granted a warrant for the purchase of 250 shares, representing 20% of the outstanding shares of GAFI, for a period of 10 years at an exercise price of $0.01 per share. The sole shareholder of GAFI received 100,000 common stock of the Company as consideration. On July 10, 2017, the Company issued the 100,000 shares and recognized $0.1 million of stock compensation expense during the year ended December 31, 2017.
After consideration of the above agreements, we concluded that GAFI did not have sufficient equity to finance its activities without additional subordinated financial support. Additionally, GAFI’s shareholder did not have a controlling financial interest in the entity. Hence, we concluded that GAFI is a VIE. The primary beneficiary of a VIE is the party that has both the power to direct the activities that most significantly affect the economic performance of the VIE and the obligation to absorb losses or receive benefits that could potentially be significant to the VIE. In determining whether the Company is the primary beneficiary, a number of factors are considered, including the structure of the entity, contractual provisions that grant any additional rights to influence or control the economic performance of the VIE, and obligation to absorb significant losses. Through providing the GAFI Limited Guaranty and signing the GAFI Option Agreement, the Company took the risks related to operations, financing the Goodland plant, and agreed to meet the financial covenants for GAFI to be in existence. Based upon this assessment, the Company has the power to direct the activities of GAFI and has been determined to be the primary beneficiary of GAFI and accordingly, the assets, liabilities, and operations of GAFI are consolidated into those of the Company.
20
AEMETIS, INC.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited, tabular data in thousands except par value and per share data)
The following are the Balance Sheet and Statement of Operations of GAFI:
 
 
Goodland Advanced Fuels, Inc.
 
 
 
As of
 
 
 
June 30, 2018
 
 
December 31, 2017
 
Assets
 
 
 
 
 
 
Current assets:
 
 
 
 
 
 
Cash and cash equivalents
 $2 
 $184 
Prepaid expenses
  787 
  1,581 
Total current assets
  789 
  1,765 
 
    
    
Property, plant and equipment
  15,408 
  15,408 
Promissory note receivable from Aemetis
  6,921 
  5,709 
 
    
    
Total assets
 $23,118 
 $22,882 
 
    
    
Liabilities and stockholder deficit
    
    
Short term borrowings
 $1,577
 
 $- 
Secured and revolving notes
  24,604
 
  24,351 
 
    
    
Total liabilities
  26,181 
  24,351 
 
    
    
Accumulated deficit
  (3,063)
  (1,469)
Total liabilities and stockholder deficit
 $23,118 
 $22,882 
 
 
Goodland Advanced Fuels, Inc.
 
 
 
Statements of Operations
 
 
 
Three months ended
 
 
Six months ended
 
 
 
June 30, 2018
 
 
June 30, 2018
 
 
 
 
 
 
 
 
Selling, general and administrative expenses
 $134 
 $232 
 
    
    
Operating loss
  (134)
  (232)
 
    
    
Interest expense
    
    
Interest rate expense
  689 
  1,367 
Debt related fees and amortization expense
  200 
  325 
Other income
  (166)
  (330)
 
    
    
Net loss
 $(857)
 $(1,594)
As of June 30, 2018, the Company had outstanding balance of $6.9 million under the Intercompany Revolving Notes. In the consolidation process, these intercompany borrowings and interest thereon were eliminated.
6. Stock-Based Compensation
 
Plan Stock Options
 
Aemetis authorized the issuance of 2.63.2 million shares of common stock under its Zymetis 2006 Stock Plan and Amended and Restated 2007 Stock Plan (together, the “Company Stock Plans”), which include 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.
21
AEMETIS, INC.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited, tabular data in thousands except par value and per share data)
On January 19, 2017, 637January18, 2018 and May 17, 2018, 725 and 423 thousand stock option grants were issued to employees and directors under the Company Stock Plans.Plans respectively. As of SeptemberJune 30, 2017, 2.22018, 2.9 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, 2017, all options are vested and 89 thousand options are outstanding.
 
Inducement Equity Plan Options
 
In March 2016, 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 SeptemberJune 30, 2017, 372018, 12 thousand options were outstanding.
 
Common Stock Reserved for Issuance
 
The following is a summary of options granted under the Company Stock Plans:
 
 
Shares Available for Grant
 
 
Number of Shares Outstanding
 
 
Weighted-Average Exercise Price
 
 
Shares
Available for
Grant
 
 
Number of Shares Outstanding
 
 
Weighted-Average
Exercise Price
 
 
 
 
 
 
 
Balance as of December 31, 2016
  98 
  1,632 
 $4.37 
Balance as of December 31, 2017
  196 
  2,189 
 $2.70 
Authorized
  655 
  - 
  655 
  - 
Granted
  (637)
  637 
  1.72 
  (1,148)
  1,148 
  1.07 
Exercised
  - 
  (2)
  0.67 
Forfeited/expired
  46 
  (46)
  21.04 
  414 
  (414)
  4.38 
Balance as of September 30, 2017
  162 
  2,223 
 $3.27 
Balance as of June 30, 2018
  117 
  2,921 
 $1.82 
As of June 30, 2018, there were 1.7 million options vested under all the Company Stock Plans.
 
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 June 30, 2018 and 2017, the Company recorded stock compensation expense in the amount of $318 thousand and $195 thousand, respectively. For the six months ended June 30, 2018 and 2017, the Company recorded stock compensation expense in the amount of $581 thousand and $604 thousand, respectively.
 
1722
AEMETIS, INC.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited, tabular data in thousands except par value and per share data)

For the three months ended September 30, 2017 and 2016, the Company recorded stock compensation expense in the amount of $196 thousand and $172 thousand, respectively. For the nine months ended September 30, 2017 and 2016, the Company recorded stock compensation expense in the amount of $800 thousand and $573 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 theour estimates, the difference will be recorded as a cumulative adjustment in the period estimates are revised. No compensationCompensation cost is recorded only for options that do not vest.vested options. 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.
 
There were no stock423 thousand options granted during the three months ended SeptemberJune 30, 2017.2018. The weighted average fair value calculations for options granted during the three months ended June 30, 2018 are based on the following assumptions:

For the three months ended June 30,
Description
2018
Dividend-yield
0%
Risk-free interest rate
3.04%
Expected volatility
85.6%
Expected life (years)
6.48
Market value per share on grant date
$1.71
Fair value per share on grant date
$1.28
 
As of SeptemberJune 30, 2017,2018, the Company had $1.1$1.2 million of total unrecognized compensation expense for employees, thatwhich the Company will amortize over the 1.812.0 years of weighted average remaining term.
 
6.          
Variable Interest Entity
Goodland Advanced Fuels, Inc., (GAFI) was formed to acquire the Goodland plant in Goodland, Kansas. On July 10, 2017, GAFI entered into the VIE Note Purchase Agreement with Third Eye Capital Corporation. GAFI, the Company and its subsidiary AAPK also entered into separate Intercompany Revolving Notes, pursuant to which GAFI may, from time to time, lend a portion of the proceeds of the Revolving Loan incurred under the VIE Note Purchase Agreement. Guarantors also agreed to enter into that certain Limited Guaranty. Pursuant to, which the Guarantors guarantee the prompt payment and performance of all unpaid principal and interest on the Loans and all other obligations and liabilities of GAFI to Noteholders in connection with the VIE Note Purchase Agreement. The obligations of the Guarantors pursuant to the Limited Guaranty are secured by a first priority lien over all assets of the Guarantors pursuant to separate general security agreements entered into by each Guarantor. The aggregate obligations and liabilities of each Guarantor is limited to the sum of (i) the aggregate amount advanced by GAFI to such Guarantor under and in accordance with the Intercompany Revolving Notes and (ii) the obligation of the Guarantor pursuant to its indemnity and expense obligations under the Limited Guaranty prior to the date on which the Option is exercised. Additionally, on July 10, 2017, the Company entered into an Option Agreement by and between GAFI and the sole shareholder of GAFI, pursuant to which Aemetis was granted an irrevocable option to purchase all, but not less than all, of the capital stock of GAFI for an aggregate purchase price equal to $0.01 per share (total purchase price of $10.00). This Option provides for automatic triggering in the event of certain default circumstances. After the automatic exercise upon default, the Limited Guaranty no longer applies and the Guarantors are responsible for the outstanding balances of the GAFI term and revolving loan.
After consideration of the above agreements, we concluded that GAFI did not have enough equity to finance its activities without additional subordinated support. Additionally, GAFI’s shareholder did not have a controlling financial interest in the entity. Hence, we concluded that GAFI is VIE. GAFI is also not a business since it also does not have processes or inputs that have the ability to create an output and in turn provide the return to the investor. The primary beneficiary of a VIE is the party that has both the power to direct the activities that most significantly affect the economic performance of the VIE and the obligation to absorb losses or receive benefits that could potentially be significant to the VIE. In determining whether Aemetis is the primary beneficiary, a number of factors are considered, including the structure of the entity, contractual provisions that grant any additional rights to influence or control the economic performance of the VIE, and obligation to absorb significant losses. Through providing Limited Guaranty and signing the Option Agreement, the Company took the risks related to operations, financing the Goodland plant, and agreed to meet the financial covenants to GAFI to be in existence. Based upon this assessment, Aemetis has enough power to direct the activities of GAFI and has been determined to be the primary beneficiary of the GAFI and accordingly the assets, liabilities, and operations of GAFI are consolidated into those of the Company. The assets and liabilities were recognized at fair value. In addition, the interest for 18 months was prepaid which can be used to pay the interest on GAFI term loan only and the Goodland plant is collateral for the term loan obligation.
18
AEMETIS, INC.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited, tabular data in thousands except par value and per share data)

The following are the Balance Sheet and Statement of Operations of GAFI:
 As of
September 30, 2017
Assets
Current assets:
Cash and cash equivalents
$482
Prepaid expenses
1,978
Total current assets
2,460
Property, plant and equipment, net
15,408
Promissory note receivable from Aemetis
4,802
Total assets
$22,670
Liabilities and stockholder's deficit
Accounts Payable
$4
Secured and Revolving notes
23,373
Total liabilities
23,377
Accumulated deficit
(707)
Total liabilities and stockholder's deficit
$22,670
From July 10, 2017 to
September 30, 2017
Selling, general and administrative expenses
$131
Operating loss
(131)
Interest expense
Interest rate expense
584
Amortization expense
125
Other (income) expense
(133)
Net loss
$(707)
19
AEMETIS, INC.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited, tabular data in thousands except par value and per share data)
Aemetis, Inc. borrowed $4.8 million under the Intercompany Revolving Notes to pay off agent advances and pay costs associated with the testing of cellulosic ethanol production. Aemetis paid GAFI fees of $1.0 million associated with the entry into the VIE Note Purchase Agreement, and accordingly holds an account receivable from GAFI. In the consolidation process, these intercompany borrowings were eliminated.
7.          
Agreements
 
Working Capital Arrangement. Pursuant to a Corn Procurement and Working Capital Agreement with J.D. Heiskell, the Company agreed to procure whole yellow corn and milograin sorghum, 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 of ourthe Company’s 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 and milo areis deposited into the Keyes Plant weigh bin. The term of the Corn Procurement and Working Capital Agreement expires on December 31, 20172018 and isthe term can be 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 and corn oilthe Company produces to A.L. Gilbert. OurThe Company markets and sells DCO to A.L. Gilbert and other third parties. The Company’s 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 deliverysale to J.D. Heiskell is inconsequential. These agreements are ordinary purchase and sale agency agreements for the Keyes plant.
 
23
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, Corn Procurement and Working Capital
Agreements Agreement during the three and ninesix months ended SeptemberJune 30, 20172018 and 20162017 are 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 June 30,
 
 
 As of and for the six
months ended June 30,
 
 
2017
 
 
2016
 
 
2017
 
 
2016
 
 
2018
 
 
2017
 
 
2018
 
 
2017
 
Ethanol sales
 $26,394 
 $24,687 
 $75,695 
  $68,993 
 $30,129 
 $28,130 
 $58,341 
 $51,675 
Wet distiller's grains sales
  5,735 
  6,114 
  15,523 
  16,918 
  8,499 
  6,457 
  16,327 
  12,038 
Corn oil sales
  1,043 
  788 
  2,693 
  2,232 
  893 
  852 
  1,816 
  1,650 
Corn/milo purchases
  25,751 
  23,098 
  75,478 
  67,766 
  28,760 
  26,338 
  56,505 
  49,727 
Accounts receivable
  776 
  345 
  776 
  345 
  852 
  384 
  852 
  384 
Accounts payable
  1,976 
  1,241 
  1,976 
  1,241 
  2,241 
  1,719 
  2,241 
  1,719 
 
Ethanol and Wet Distillers Grains Marketing Arrangement. The Company entered into an Ethanol Marketing Agreement with Kinergy Marketing and a Wet Distillers Grains Marketing Agreement with A. L.A.L. Gilbert. Under the terms of the agreements, subject to certain conditions, Kinergy agreed to market on an exclusive basis all the ethanol we produce and A. L. Gilbert agreed to market on an exclusive basis all the WDG we produce. The agreements with KinergyEthanol Marketing and with A.L. Gilbert expireAgreement matures on August 31, 2018 and the Wet Distillers Grains Marketing Agreement matures on December 31, 2017, respectively, each2018 with automatic one-year renewals thereafter.  For the three months ended SeptemberJune 30, 20172018 and 2016,2017, the Company expensed marketing costs of $0.6$0.7 million and $0.7 million for each period, respectively, under the terms of both ethanolthe Ethanol and wet distiller’s grains marketingthe Wet Distiller’s Grains Marketing agreements. For the ninesix months ended SeptemberJune 30, 20172018 and 2016,2017, the Company expensed marketing costs of $1.8$1.4 million and $1.7$1.2 million, respectively.
 
TheAs of June 30, 2018, the Company entered into forward purchase contracts for approximately 0.9 million bushels36 thousand tons of corn, which is the principal raw material for ethanol production. The delivery of this grain will be expected through December 2017.September 2018.
 
20
AEMETIS, INC.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited, tabular data in thousands except par value and per share data)
In addition,As of June 30, 2018, the Company has forward sales commitments for approximately 5650 thousand tons of WDG. These committed sales will be expected through December 2017.September 2018.
 
Unrealized gains and losses on forward contracts and commitments, in which delivery has not occurred, are deemed “normal purchases and normal sales”, and therefore are not marked to market in the Company’s financial statements, but are subject to a lower of cost or market assessment.
 
8.          
Segment Information
 
Aemetis recognizes two reportable geographic operating segments: “North America” and “India.” The “North America” operating segment includes the Company’s owned ethanol plant in Keyes, California the GAFI plant in Goodland, Kansas and its technology research and development lab. As the Company’s technology gains market acceptance, this business segment will initially 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.
 
24
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 ninesix months ended SeptemberJune 30, 20172018 and 20162017 follows:
 
 
 
For the three months ended September 30,
 
 
For the nine months ended September 30,
 
 
 
2017
 
 
2016
 
 
2017
 
 
2016
 
Revenues
 
 
 
 
 
 
 
 
 
 
 
 
North America
 $36,012 
 $33,889 
 $101,430 
 $93,979 
India
  2,923 
  5,488 
  9,843 
  11,783 
    Total revenues
 $38,935 
 $39,377 
 $111,273 
 $105,762 
 
    
    
    
    
Cost of goods sold
    
    
    
    
North America
 $33,995 
 $30,391 
 $99,003 
 $86,174 
India
 $2,985 
  5,320 
  9,197 
  11,892 
    Total cost of goods sold
 $36,980 
 $35,711 
 $108,200 
 $98,066 
 
    
    
    
    
Gross profit (loss)
    
    
    
    
North America
 $2,017 
 $3,498 
 $2,427 
 $7,805 
India
  (62)
  168 
  646 
  (109)
Total gross profit (loss)
 $1,955 
 $3,666 
 $3,073 
 $7,696 
 
 
Three months ended June 30, 2018
 
 
Six months ended June 30, 2018
 
 
 
North America
 
 
India
 
 
Total Consolidated
 
 
North America
 
 
India
 
 
Total Consolidated
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Revenues
 $39,628 
 $5,400 
 $45,028 
 $76,804 
 $11,242 
 $88,046 
Cost of goods sold
  37,079 
  5,181 
  42,260 
  73,061 
  10,351 
  83,412 
 
    
    
    
    
    
    
Gross profit
  2,549 
  219 
  2,768 
  3,743 
  891 
  4,634 
 
    
    
    
    
    
    
Expenses
    
    
    
    
    
    
Research and development expenses
  55 
  - 
  55 
  117 
  - 
  117 
Selling, general and administrative expenses
  3,420 
  169 
  3,589 
  6,935 
  461 
  7,396 
Interest expense
  5,199 
  152 
  5,351 
  14,083 
  296 
  14,379 
Other expense (income)
  (2)
  (3)
  (5)
  43 
  20 
  63 
 
    
    
    
    
    
    
Income (loss) before income taxes
 $(6,123)
 $(99)
 $(6,222)
 $(17,435)
  114 
  (17,321)
 
    
    
    
    
    
    
Capital expenditures
 $567 
 $208 
 $775 
 $1,057 
 $714 
 $1,771 
Depreciation
  992 
  157 
  1,149 
  1,984 
  315 
  2,299 
 
 
Three months ended June 30, 2017
 
 
Six months ended June 30, 2017
 
 
 
North America
 
 
India
 
 
Total Consolidated
 
 
North America
 
 
India
 
 
Total Consolidated
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Revenues
 $35,465 
 $5,299 
 $40,764 
 $65,418 
 $6,920 
 $72,338 
Cost of goods sold
  34,359 
  4,700 
  39,059 
  65,008 
  6,212 
  71,220 
 
    
    
    
    
    
    
Gross profit
  1,106 
  599 
  1,705 
  410 
  708 
  1,118 
 
    
    
    
    
    
    
Expenses
    
    
    
    
    
    
Research and development expenses
  110 
  - 
  110 
  196 
  - 
  196 
Selling, general and administrative expenses
  2,867 
  395 
  3,262 
  5,891 
  666 
  6,557 
Interest expense
  4,271 
  57 
  4,328 
  8,828 
  25 
  8,853 
Other expense (income)
  (11)
  3 
  (8)
  38 
  (18)
  20 
 
    
    
    
    
    
    
Income (loss) before income taxes
 $(6,131)
 $144 
 $(5,987)
 $(14,543)
  35 
  (14,508)
 
    
    
    
    
    
    
Capital expenditures
 $340 
 $127 
 $467 
 $383 
 $128 
 $511 
Depreciation
  997 
  155 
  1,152 
  1,995 
  303 
  2,298 
 
North America.America: During the three and ninesix months ended SeptemberJune 30, 2017,2018, the Company’s revenues from ethanol, WDG, and corn oil were earnedmade pursuant to the Corn 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 92% and 93%99.7% of the Company’s North America segment revenues for both the three and ninesix months ended SeptemberJune 30, 2017, respectively.2018.
21
AEMETIS, INC.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited, tabular data in thousands except par value and per share data)
 
During the three and ninesix months ended SeptemberJune 30, 2016,2017, the Company’s revenues from ethanol, WDG, and corn oil were earnedmade pursuant to the Corn 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%99.6% of the Company’s North America segment revenues for the three and ninesix months ended SeptemberJune 30, 2016,2017, respectively.
 
India. During the three months ended SeptemberJune 30, 2017, three2018, two biodiesel customers accounted for 41%, 29%,46% and 13%10% and noone refined glycerin customerscustomer accounted for more than 10%11% of the Company’s consolidated India segment revenues, compared to two biodiesel customers accountedaccounting for 57% and 17% and no refined glycerin customers accountedaccounting for more than 10% of the Company’s consolidated India segment revenues duringin the three months ended SeptemberJune 30, 2016.2017.
 
During the ninesix months ended SeptemberJune 30, 2017,2018, two biodiesel customers accounted for 47% and 12% and no refined glycerin customers accounted for more than 10% of consolidated India segment revenues, compared to two biodiesel customers accounted for 55%54% and 11% and no refined glycerin customers accounted for more than 10% of the Company’s consolidated India segment revenues, compared to two biodiesel customers accounting for 54% and 13% and no refined glycerin customers accounting for more than 10% of the Company’s consolidated India segment revenues during the ninesix months ended SeptemberJune 30, 2016.2017.
25
AEMETIS, INC.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited, tabular data in thousands except par value and per share data)
 
Total assets by segment consist of the following:
 
 
As of
 
 
As of
 
 
June 30,
 
 
December 31,
 
 
September 30,
 
 
December 31,
 
 
2018
 
 
2017
 
 
2017
 
 
2016
 
 
 
 
North America
 $82,036 
 $67,279 
 $78,854 
 $80,479 
India
  14,295 
  10,531 
  14,274 
  13,852 
Total Assets
 $96,331 
 $77,810 
 $93,128 
 $94,331 
 
9.          
Related Party Transactions
 
The Company owes Eric McAfee, the Company’s Chairman and CEO, and McAfee Capital, owned by Eric McAfee, $0.4 million in connection with employment agreements and expense reimbursements previously accrued as salaries expense and accrued liabilities. The balance accrued related to these employment agreements was $0.4 million as of SeptemberJune 30, 20172018 and December 31, 2016.2017. For the three months ended SeptemberJune 30, 20172018 and 2016,2017, the Company expensed $5$10 thousand and $16$6 thousand, respectively, to reimburse actual expenses incurred by McAfee Capital and related entities. For the ninesix months ended SeptemberJune 30, 20172018 and 2016,2017, the Company expensed $28$24 thousand and $57$23 thousand, respectively, to reimburse actual expenses incurred by McAfee Capital and related entities. The Company previously 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 SeptemberJune 30, 2017,2018, $0.1 million remained as a prepaid expense related to Redwood Capital.expense. As consideration for the reaffirmation of guaranties required by Amendment No. 1213 to the Note Purchase Agreement which the Company entered into with Third Eye Capital on March 21, 2016,1, 2017, the Company also agreed to pay $0.2 million in consideration to McAfee Capital in exchange for their willingness to provide the guarantees.guaranties. The balance of $156$284 thousand and $342 thousand for guaranteeguaranty fee remained as accrued liability as of SeptemberJune 30, 20172018 and December 31, 2016.2017 respectively.
 
10.
Subsequent Events
Subordinated Debt Refinancing
On July 1, 2018, the Subordinated Notes with two accredited investors were amended to extend the maturity date until the earlier of (i) December 31, 2018; (ii) completion of an equity financing by AAFK or Aemetis in an amount of not less than $25.0 million; or (iii) 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. Accounting for the July 1, 2018 amendments and the refinancing terms of the Subordinated Notes will be evaluated in accordance with ASC 470-50Debt – Modification and Extinguishment.

26
AEMETIS, INC.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited, tabular data in thousands except par value and per share data)
11.  Management’s Plan
 
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 forlender and it is therefore reliant on the senior lender to provide additional funding when required. In order to meet its obligations during the next 12 months, the Company include, but are not limited to:will need to either refinance the Company’s debt or receive the continued cooperation of the senior lender. This dependence on the senior lender raises substantial doubt about the entity’s ability to continue as a going concern. The Company plans to pursue the following strategies to improve the course of the business:
 
OperatingOperate the Keyes plant;plant and continue to improve operational performance, including the adoption of new technologies or process changes that allow for energy efficiency, cost reduction or revenue enhancements to the current operations.
Continuing to incorporate lower-cost, non-food advanced biofuels feedstockExpand the ethanol sold at the Keyes plant when economical;to include the cellulosic ethanol to be generated at a cellulosic ethanol production facility in nearby Riverbank, California (the Riverbank Cellulosic Ethanol Facility), and to utilize lower cost, non-food advanced feedstocks to significantly increase margins.
ObtainingMonetize the remaining $1.0 millionCO2 produced at the Keyes plant by executing on the agreement with Linde for the delivery of EB-5 Phase I funding from escrow and $0.5 million from fundraising;gas to their neighboring facility to be built during 2018.
Obtaining $50.0 million in fundingRely on the approval of a $125M U.S. Department of Agriculture loan guarantee to raise the funds necessary to construct and operate the Riverbank Cellulosic Ethanol Facility using the licensed technology from EB-5 Phase II funding currently being offeredLanzaTech Technology (Lanza Tech) and InEnTec Technology (InEnTec) to investors;generate federal and state carbon credits available for ultra-low carbon fuels.
Pursuing a refinancing of 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;
SecuringSecure higher volumes of shipments fromof fuels at the Kakinada, India plant by developing the sales channels, including, expanding the existing domestic markets, extending international sales by supplying large oil companies, and exporting fuel into the European Union and United States biodiesel and refined glycerin facility; andmarkets to capture valuable low carbon fuel credits.
OfferingContinue to locate funding for existing and new business opportunities through a combination of working with our senior lender, restructuring existing loan agreements, selling the Company’s common stockcurrent offering for $50 million from the Phase II EB-5 program, or by the ATM Registration Statement.vendor financing arrangements.
 
Management believes that through the above-mentionedabove actions, it will be able to fund company operations and continue to operate the secured assets for the foreseeable future. There can be no assurance that the existing credit facilities and cash from operations will be sufficient nor that the Company will be successful at maintaining adequate relationships withhave the senior lenders or significant shareholders. Shouldability to generate capital liquidity to carry out the Company require additional financing, there can be no assurances that the additional financing will be available on terms satisfactory to the Company.
business plan for next 12 months.

27
 
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 ninesix months ended SeptemberJune 30, 20172018 to the three and ninesix months ended SeptemberJune 30, 2016.2017.
● 
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
 
Headquartered in Cupertino, California, Aemetis isWe are an advancedinternational renewable fuels and biochemicals company focused on the production of advanced renewable fuels and chemicals through the acquisition, development, and commercialization of innovative technologies that replace traditional petroleum-based products through the conversion of second-generationfirst-generation ethanol and biodiesel plants into advanced biorefineries. FoundedWe operate in 2006, wetwo reportable geographic segments: “North America” and “India.”
We were incorporated in Nevada in 2006.
We own and operate a 60 million gallon per year ethanol production facility located in Keyes, California (the Keyes plant). The Keyes plant produces its own combined heat and power through the California Central Valley near Modesto where we manufactureuse of a natural gas-powered steam turbine, and producereuses 100% of its process water with zero water discharge. In addition to ethanol, wet distillers’ grains (“WDG”)the Keyes plant produces Wet Distillers Grains (WDG), condensed distillers solubles (“CDS”)Distillers Corn Oil (DCO), and distillers’Condensed Distillers Solubles or corn oil. We also ownsyrup (CDS), all of which are sold to local dairies and operate a 50 million gallon per year renewable chemical and advanced fuel production facility on the East Coast of India producing high quality distilled biodiesel and refined glycerin for customers in India and Europe. We operate a research and development laboratory and hold a portfolio of patents and related technology licensesfeedlots as animal feed. The primary feedstock used for the production of low carbon renewable fuelsfuel ethanol at the Keyes plant is number #2 yellow dent corn. The corn is procured by J.D. Heiskell from various Midwestern grain facilities and biochemicals. Goodland Advanced Fuels, Inc., (GAFI) was formedshipped, via Union Pacific Rail Road, to acquirean unloading facility adjacent to the Goodland plant in Goodland, Kansas. GAFI is a VIE since it does not have enough equity to support its own activities. GAFI entered into a VIE Note Purchase Agreement with Third Eye Capital Corporation. GAFI, the Company and its subsidiary AAPK also entered into separate Intercompany Revolving Notes, pursuant to which GAFI may lend a portion of the proceedsof the Revolving Loan incurred under the Note Purchase Agreement. Aemetis, Inc. and AAPK (Guarantors) also agreed to provide certain Limited Guaranty on the VIE Note Purchase Agreement terms and also entered into Option Agreement with GAFI shareholder to purchase all shares of GAFI at $0.01 per share ($10.00). Given acceptance of more risk and direct and indirect benefits received through the VIE Note Purchase Agreement and providing guarantees on repayment of debt of GAFI, Aemetis has the power to direct the activities of GAFI and has plans to apply cellulosic ethanol technology to GoodlandKeyes plant.
23
Our revenue development strategy for the second half of 2017 and 2018 in North America is based on supplying ethanol into the fuel markets in Northern California and supplying feed products in the form of WDG to dairy and feed operations in Northern California. We are actively seeking higher value markets for our ethanol in an effort to improve our overall margin and are actively educating local dairy and feed potential customers on the value of our WDG product in an effort to further strengthen demand for this product. During the third quarter of 2017, we entered into an agreement with a major industrial gas company to sell CO2 produced at the Keyes ethanol plant, which will add incremental income for the North America segment. In additionsegment in the future.
28
We also lease a site in Riverbank, CA, near the Keyes plant, where we plan to these efforts,utilize biomass-to-fuel technology that we are developing an advanced cellulosic ethanol project near our plant in Keyes, CA for the deployment of the combinedhave licensed from LanzaTech and InEnTec technologies using primarily orchard woodto build the Riverbank Cellulosic Ethanol Facility capable of converting local California surplus biomass – principally agricultural waste – into ultra-low carbon renewable cellulosic ethanol. The Riverbank Cellulosic Ethanol Facility plans to utilize the existing distillation and shells from the Central Valley as feedback. Technology agreements have been signed, the site location has been leased, and an Integrated Demonstration Unit is operating, whichlogistics infrastructure at our nearby Keyes plant. By producing ultra-low carbon intensity renewable cellulosic fuel ethanol, we expect will demonstrateto capture higher value D3 cellulosic renewable identification numbers (RINs) and California’s Low Carbon Fuel Standard (LCFS) carbon credits. Renewable fuels such as corn-based ethanol (D6 RIN) and cellulosic-based ethanol (D3 RIN) receive a higher price in the effectivenessmarketplace when RINs and LCFS incentives are sold with the renewable fuel based on the unique carbon score attributed to the plant generating the fuel. D3 RINs have a higher value in the marketplace than D6 RINs due to D3 RINs’ relative scarcity.
During 2017, GAFI was formed to acquire land, buildings and process equipment in Goodland, Kansas. At acquisition, the assets were valued at $15.4 million and provide a base for the construction and development of the technologiesGAFI plant. GAFI entered into the GAFI Note Purchase Agreement with Third Eye Capital. GAFI, the Company and its subsidiary Aemetis Advanced Product Keyes (AAPK) also entered into separate GAFI Intercompany Notes, pursuant to produce cellulosic ethanol at profitable yields.which GAFI may lend a portion of the proceeds of the GAFI Revolving Loan under the GAFI Note Purchase Agreement. The terms of the GAFI Intercompany Notes, in combination with the GAFI Limited Guaranty and the GAFI Option Agreement provide sufficient basis for Aemetis to direct the activities of GAFI.
 
Our revenue strategyWe also own and operate a biodiesel production facility in Kakinada, India with a nameplate capacity of 150 thousand metric tons per year, which is based on continuingequal to sell biodiesel to our bulk fuel customers, beginning sales to retail customers using recent regulatory changes in India that allow sales of biodiesel at retail fuel stations, pursuing tender offers placed by India government oil companies for bulk purchases of fuels, and delivering biodiesel under our agreement with British Petroleum Singapore for sales into the European markets. Recent changes in July 2017 in India's Goods and Services Tax (GST) raised the combined tax rate from 11% to 18% on our sales into the Indian domestic markets, though this higher tax rate is under review. This increase in GST taxation is expected to hamper domestic India revenue expansion and generate lower margins. Further increases in the price of crude oil, which sets a ceiling on the price we receive for our biodiesel, could offset the impact of the GST legislation.about 50 million gallons per year. We believe the deploymentKakinada plant is one of these strategies will allow for continuedthe largest biodiesel production facilities in India on a nameplate capacity basis. The Kakinada plant is capable of processing a variety of vegetable oil and animal fat waste feedstocks into biodiesel that meet international product standards. The Kakinada Plant also distills the crude glycerin byproduct from the biodiesel refining process into refined glycerin, and sells the valuable lubricant to the pharmaceutical, lotions, paint, adhesive and other industries. Our objective is to continue to capitalize on the substantial growth potential of the biodiesel industry in revenue throughIndia and address established markets in the fourth quarterEuropean Union (EU) and United States of 2017America (U.S.) by leveraging relationships with a large oil company and into 2018.trading partners.
 
Results of Operations
 
Three Months Ended SeptemberJune 30, 20172018 Compared to Three Months Ended SeptemberJune 30, 20162017
 
Revenues
 
Our revenues are derived primarily from sales of ethanol and Wet Distillers Grains (WDG)WDG in North America and biodiesel and refined glycerin in India.
 
Three Months Ended SeptemberJune 30 (in thousands)
 
 
2018
 
 
2017
 
 
Inc/(dec)
 
 
% change
 
 
2017
 
 
2016
 
 
Inc/(dec)
 
 
% change
 
 
 
 
North America
 $36,012 
 $33,889 
 $2,123 
  6%
 $39,628 
 $35,465 
 $4,163 
  12%
India
  2,923 
  5,488 
  (2,565)
  -47%
  5,400 
  5,299 
  101 
  2%
    
Total
 $38,935 
 $39,377 
 $(442)
  -1%
 $45,028 
 $40,764 
 $4,264 
  10%
 
North America. The 12% increase in revenues during the three months ended June 30, 2018 was due to a 5% increase in gallons of ethanol sold to 16.4 million gallons, compared to 15.6 million gallons in the three months ended June 30, 2017, combined with slight increase of 2% in the average price of ethanol to $1.84 per gallon in the three months ended June 30, 2018. In addition, the average sales price of WDG increased by 34% to $80.65 in the three months ended June 30, 2018 compared to $60.29 in the three months ended June 30, 2017 while the sales volume of WDG decreased slightly by 2% to 105 thousand tons. For the three months ended SeptemberJune 30, 2017,2018, we generated 78%76% of our revenuerevenues from sales of ethanol, 19%21% from sales of WDG, and 3% from sales of distillers’ corn oil and CDS. During the three months ended SeptemberJune 30, 2017,2018, plant production averaged 111%119% of the 55 million gallonsgallon per year nameplate capacity. The increase in revenues during the three months ended September 30, 2017 was due to ethanol sales volumes increasing by 4% to 15.4 million gallons from 14.8 million gallons while average ethanol prices also increased by 4% to $1.81 per gallon from $1.75 per gallon compared to September 30, 2016. The average price of WDG decreased by 11% to $66.29 per ton while WDG sales volumes increased 8% to 104.7 thousand tons during the three months ended September 30, 2017 compared to the three months ended September 30, 2016. WDG pricing was impacted by lower pricing of the competing products as well as customer pressure caused by narrowing dairy margins in the California region where we sell our product.
 

29
 
India.  For the three months ended SeptemberJune 30, 2018 and 2017, we generated 86%71% of our sales from biodiesel and 14% of our sales from refined glycerin, compared to the three months ended September 30, 2016 when we generated 90% of our sales from biodiesel and 10%29% of our sales from refined glycerin. The decreaseincrease in revenues for the three months ended June 30, 2018 was primarily attributabledue to decreasesincrease in overall sales volumesthe average price of refined glycerin by 50%28% to $1,027 per metric ton compared to the average price of refined glycerin at $800 per metric ton in the three months ended SeptemberJune 30, 2017 as compared2017. In addition, the average price of biodiesel increased by 2% to the three months ended September 30, 2016, as GST tax was increased from 11% to 18%. The Company was to bear the difference of increased taxes and could not make the margins as average sales prices could not make up the difference, hence the sales decreased$897 per metric ton in the three months ended SeptemberJune 30, 2017. Biodiesel sales2018 compared to $876 per metric during the three months ended June 30, 2017, partially offset by decrease in volumes decreasedof biodiesel by 8% to 3 thousand metric tons from 6 thousand4,282 metric tons in the three months ended SeptemberJune 30, 2016 while the average sales prices increased by 2%2018 compared to $837 per metric ton. Similarly, sales volumes of refined glycerin decreased to 438 metric tons from 8524,661 metric tons in the three months ended SeptemberJune 30, 2016 while average sales prices of glycerin increased by 46% to $905 per metric ton.2017.
 
Cost of Goods Sold
 
Three Months Ended SeptemberJune 30 (in thousands)
 
 
2018
 
 
2017
 
 
Inc/(dec)
 
 
% change
 
 
2017
 
 
2016
 
 
Inc/(dec)
 
 
% change
 
 
 
 
North America
 $33,995 
 $30,391 
 $3,604 
  12%
 $37,079 
 $34,359 
 $2,720 
  8%
India
  2,985 
  5,320 
  (2,335)
  -44%
  5,181 
  4,700 
  481 
  10%
    
Total
 $36,980 
 $35,711 
 $1,269 
  4%
 $42,260 
 $39,059 
 $3,201 
  8%
 
North America. We ground 5.7 million bushels of corn during the three months ended June 30, 2018 compared to 5.5 million bushels of corn atduring the three months ended June 30, 2017. Our cost of feedstock per bushel increased by 5% to an average price of $4.65$5.02 per bushel during the three months ended SeptemberJune 30, 20172018 compared to 5.2 million bushels of corn at an average price of $4.45$4.78 per bushel during the three months ended SeptemberJune 30, 2016. Our cost2017. The 4% increase in bushels of corn ground and 5% increase in the average price of corn per bushel increased our feedstock increasedcosts by 5% during the three months ended September 30, 2017 compared to the same period in 2016.9%.
 
India. The decreaseincrease in costscost of goods sold was attributable to decreasesthe increase in sales volumes of biodiesel by 50% to 3 thousand metric tons from 6 thousand metric tons and refined glycerin prices by 49%99% to 4 hundred$927 per metric tons from 8 hundredton compared to $465 per metric ton in the three months ended June 30, 2017 while the volume of refined glycerin feedstock we ground increased by 6% to 1,392 metric tons compared to 1,316 in the same period last year. The average volume of biodiesel feedstock we ground increased by 48% to 3,689 metric tons in the three months ended SeptemberJune 30, 2016.2018 compared to 2,497 thousand metric tons in the three months ended June 30, 2017 while the average price of biodiesel feedstock decreased by 27% to $746 per metric ton compared to the same period in 2017.
 
Gross Profit
 
Three Months Ended SeptemberJune 30 (in thousands)
 
 
2018
 
 
2017
 
 
Inc/(dec)
 
 
% change
 
 
2017
 
 
2016
 
 
Inc/(dec)
 
 
% change
 
 
 
 
North America
 $2,017 
 $3,498 
 $(1,481)
  -42%
 $2,549 
 $1,106 
 $1,443 
  130%
India
  (62)
  168 
  (230)
  -137%
  219 
  599 
  (380)
  -63%
    
Total
 $1,955 
 $3,666 
 $(1,711)
  -47%
 $2,768 
 $1,705 
 $1,063 
  62%
 
North America. Gross profit decreasedincreased by 42%130% due toBrazilian imports to California which placed pricing pressure on West Coast ethanol which did not rise as fast as corn prices combined with sluggish international demand for dry distillers’ grains which placed pricing pressure on locally sold WDG.
25
India.The decrease in gross profit was attributable to an increase in the average feedstock costsprice of biodiesel by 20% to $713 per metric ton,WDG of 34% and in the average feedstock costsethanol of refined glycerin by 78% to $775 per metric ton partially offset by2% coupled with an increase in average selling price of refined glycerinethanol sales volumes by 46%5% during the three months ended June 30, 2018 compared to the same period in 2017. In addition, natural gas and electricity costs along with transportation costs were lower in the three months ended SeptemberJune 30, 2017, as2018 compared to the same period in 2017.
India.Gross profit decreased by 63% due to an increase in feedstock costs by 28% to $4.0 million in the three months ended SeptemberJune 30, 2016. In addition, introduction of GST by the Government of India affected sales volumes due2018 compared to the additional burdensame period in 2017 while the volume of costssales decreased by 6% to 5,800 metric tons for all products in the Company.three months ended June 30, 2018, partially offset by an average selling price increase for all products of 9% to $931 during the three months ended June 30, 2018.
30
 
Operating Expenses
 
R&D
 
Three Months Ended SeptemberJune 30 (in thousands)
 
 
2018
 
 
2017
 
 
Inc/(dec)
 
 
% change
 
 
2017
 
 
2016
 
 
Inc/(dec)
 
 
% change
 
 
 
 
North America
 $1,876 
 $87 
 $1,789 
  2056%
 $55 
 $110 
 $(55)
  -50%
India
  - 
  0%
  - 
  0%
    
Total
 $1,876 
 $87 
 $1,789 
  2056%
 $55 
 $110 
 $(55)
  -50%
 
The increase in R&D expenses decreased in our North America segment for the three months ended SeptemberJune 30, 20172018 was due to staffing changes, decreases in rent, and property taxes of $45 thousand and professional fees of $17 thousand compared to the three months ended September 30, 2016 wassame period in 2017, principally due to recognition of the expenses toward building and testing the Integration Demonstration Unit for cellulosic ethanol of $1.8 million and increases in professional fees of $14 thousand driven by the relocation of our research and developmentR&D facility from Maryland to Minnesota, offset by decreases in salaries and wages of $19 thousand and supplies and rent expenses of $20 thousand.Minnesota.
 
Selling, General &and Administrative Expenses (SG&A)
 
Three Months Ended SeptemberJune 30 (in thousands)
 
 
2018
 
 
2017
 
 
Inc/(dec)
 
 
% change
 
 
2017
 
 
2016
 
 
Inc/(dec)
 
 
% change
 
 
 
 
North America
 $2,941 
 $3,015 
 $(74)
  -2%
 $3,420 
 $2,867 
 $553 
  19%
India
  241 
  207 
  34 
  16%
  169 
  395 
  (226)
  -57%
    
Total
 $3,182 
 $3,222 
 $(40)
  -1%
 $3,589 
 $3,262 
 $327 
  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 AmericaAmerica. SG&A expenses as a percentage of revenue during the three months ended SeptemberJune 30, 2017 decreased to 8% as compared2018 increased to 9% from 8% in the corresponding period of 2016.three months ended June 30, 2017. SG&A expenses during the three months ended SeptemberJune 30, 2017 decreased2018 increased by 2%19% compared to the three months ended SeptemberJune 30, 2016.2017. The decreaseincrease was due to decreasesan increase in insurance and penalties on property taxes of $0.3 million, professional fees of $0.1 million offset by increases in$360 thousand, salaries and supplies expense of $140$141 thousand, and marketing and othertravel expenses of $58 thousand. In addition, GAFI expenses added $131$63 thousand, to SG&A expensesoffset by decreases in utilities and interest penalties of $11 thousand during the three months ended SeptemberJune 30, 2017.2018.
26
 
India. SG&A expenses as a percentage of revenue during the three months ended June 30, 2018 decreased to 3% as compared to 7% in the corresponding period of 2017. The 57% decrease in SG&A expenses during the three months ended June 30, 2018 compared to the same period of 2017 was due to an decrease in operation support charges of $179 thousand, professional fees of $32 thousand, marketing and travel expenses of $19 thousand, offset by an increase in salaries and supplies of $4 thousand in the three months ended SeptemberJune 30, 2017 increased to 8% as2018 compared to 4% in the corresponding period of 2016. The increase relative to revenue was driven by the fixed cost nature of SG&A expenses in an environment of decreasing revenues. More specifically, SG&A expenses increased due to increases in salaries, utilities, and other expenses by $14 thousand, professional fees by $51 thousand and offset by decreases in supplies and depreciation expense of $30 thousand.three months ended June 30, 2017.
 
Other (Income)Income and Expense
 
Three Months Ended SeptemberJune 30 (in thousands)
 
Other (income)/expense
 
 
 
 
2017
 
 
2016
 
 
Inc/(dec)
 
 
% change
 
 
2018
 
 
2017
 
 
Inc/(dec)
 
 
% change
 
North America
 
 
 
 
 
 
Interest rate expense
 $3,713 
 $2,951 
 $762 
  26%
 $4,280 
 $3,107 
 $1,173 
  38%
Amortization expense
  1,265 
  1,425 
  (160)
  -11%
Other (income) expense
  (5)
  5 
  (10)
  -200%
Debt related fees and amortization expense
  919 
  1,164 
  (245)
  -21%
Other income
  (2)
  (11)
  (9)
  -82%
    
    
India
    
    
Interest rate expense
  154 
  95 
  59 
  62%
  152 
  57 
  95 
  167%
Other (income)
  (13)
  (24)
  11 
  46%
Other (income) expense
  (3)
  3 
  6 
  200%
    
    
Total
 $5,114 
 $4,452 
 $662 
  15%
 $5,346 
 $4,320 
 $1,020 
  24%
31
 
Other (Income)/Expense. Other (income) expense consists primarily of interest rate and amortization expenseexpenses attributable to our debt facilities acquired by our parent company and those of 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 SeptemberJune 30, 20172018 due to higher outstanding debt balances. GAFI interest expense of $584 thousand was recorded as part of North America interest rate expense. The decrease in amortization expense iswas due to debt issuance costs addedpresent during the first quarter wereprior period becoming amortized offset by debt issuance costs added during the third quarter through refinancing the Subordinated Notes.as of June 30, 2018. In addition, we recognized $0.7 million of interest expense and $0.2 million in amortization expense in connection with the GAFI related debt discount issuance costs of $1.0 million were paid and $125 thousand amortization was recognizedloans. The decrease in other income in the three months ended SeptemberJune 30, 2017.2018 was due to the receipt of $10 thousand in the three months ended June 30, 2017 from the sale of some lab and other equipment from the closing of our Maryland R&D facility.
 
India. Interest expense forincreased as a result of draws on two working capital loans in the three months ended SeptemberJune 30, 2017 was higher due to two working capital agreements with Gemini and Secunderabad Oils.2018. The decreaseincrease in other income was caused primarily by a decreasean increase in foreign exchange gains of $25 thousand offset by increase in other income by $15 thousand.gains.
 
NineSix Months Ended SeptemberJune 30, 20172018 Compared to NineSix Months Ended SeptemberJune 30, 20162017
 
Revenues
 
Our revenues are derived primarily from sales of ethanol and WDG in North America and biodiesel and glycerin in India.
 
27
NineSix Months Ended SeptemberJune 30 (in thousands)
 
 
2018
 
 
2017
 
 
Inc/(dec)
 
 
% change
 
 
2017
 
 
2016
 
 
Inc/(dec)
 
 
% change
 
 
 
 
North America
 $101,430 
 $93,979 
 $7,451 
  8%
 $76,804 
 $65,418 
 $11,386 
  17%
India
  9,843 
  11,783 
  (1,940)
  -16%
  11,242 
  6,920 
  4,322 
  62%
    
Total
 $111,273 
 $105,762 
 $5,511 
  5%
 $88,046 
 $72,338 
 $15,708 
  22%
 
North America. For the ninesix months ended SeptemberJune 30, 2017,2018, we generated 79%76% of our revenue from sales of ethanol, 19%21% from sales of WDG, and 2%3% from sales of distillers’ corn oil and CDS.  During the ninesix months ended SeptemberJune 30, 2017,2018, plant production averaged 108%118% of the 55 million gallon per year nameplate capacity. The increase in revenues betweenfor the ninesix months ended SeptemberJune 30, 20172018 compared to the ninesix months ended SeptemberJune 30, 2016 is2017 was due to increasesan increase in ethanol sales volumes by 8%volume of 11% to 44.532.4 million gallons combined withand an increase in the average ethanol price increase by 3%of 1% to $1.79 per gallon.$1.80, compared to $1.78 during the six months ended June 30, 2017. In addition, the average price of WDG decreasedincreased by 13%28% to $63.21$79 per ton while WDG sales volumesvolume increased by 8%6% to 300208 thousand tons duringin the ninesix months ended SeptemberJune 30, 20172018 compared to the ninesix months ended SeptemberJune 30, 2016.2017.
 
IndiaIndia.. For the ninesix months ended SeptemberJune 30, 2017,2018, we generated 76%74% of our sales from biodiesel and 24%26% of our sales from refined glycerin compared to 87%71% of our sales from biodiesel and 13%29% of our sales from refined glycerin during the ninesix months ended SeptemberJune 30, 2016. Biodiesel2017. The increase in revenues for the six months ended June 30, 2018 compared to the six months ended June 30, 2017 was due to a 66% increase in the sales volumes decreased by 39%volume of biodiesel to 8.5 thousand9,168 metric tons whileand an increase in the average pricessales price of biodiesel increased by 19%of 2% to $873$910 per metric ton. Sales volumesvolume of refined glycerin increased slightly by 13%1% to 3.0 thousand2,715 metric tons while the average pricesprice of glycerin also increased by 36%43% to $770$1,068 per metric ton duringin the ninesix months ended SeptemberJune 30, 20172018 compared to the ninesix months ended SeptemberJune 30, 2016. In addition, the introduction of new GST by the Government of India in July 2017 affected sales volumes due to the additional burden of costs to the Company.2017.
32
 
Cost of Goods Sold
 
NineSix Months Ended SeptemberJune 30 (in thousands)
 
 
2018
 
 
2017
 
 
Inc/(dec)
 
 
% change
 
 
2017
 
 
2016
 
 
Inc/(dec)
 
 
% change
 
 
 
 
North America
 $99,003 
 $86,174 
 $12,829 
  15%
 $73,061 
 $65,008 
 $8,053 
  12%
India
  9,197 
  11,892 
  (2,695)
  -23%
  10,351 
  6,212 
  4,139 
  67%
    
Total
 $108,200 
 $98,066 
 $10,134 
  10%
 $83,412 
 $71,220 
 $12,192 
  17%
 
North America.  We ground 15.811.3 million bushels of corn at an average price of $4.78 per busheland milo during the ninesix months ended SeptemberJune 30, 2017,2018 compared to 14.410.3 million bushels of corn at an average priceduring the six months ended June 30, 2017. Our cost of $4.58corn per bushel duringincreased by 3% to $4.98 per bushel in the ninesix months ended SeptemberJune 30, 2016.2018 compared to the same period in 2017. The increase in cost of goods sold was attributableduring the six months ended June 30, 2018 compared to June 30, 2017 reflects the increase in costethanol sales volume by 11% combined with the increase in average price of corn by 4% coupled with increases in gallons sold by 8% in the nine months ended September 30, 2017 compared to the same period in 2016.feedstock.
 
India.  The decreaseincrease in cost of goods sold during the six months ended June 30, 2018 compared to June 30, 2017 was attributable to a decreasean increase in overall salesthe volume of biodiesel feedstock we ground by 16% offset by135% to 7,734 metric tons compared to 3,297 metric tons during the average pricessix months ended June 30, 2017. In addition, the volume of refined glycerin feedstock for all productswe ground increased by 40%135% to $745 per2,411 metric ton fortons in the ninesix months ended SeptemberJune 30, 20172018 compared to $533 per1,028 metric tontons in the ninesix months ended SeptemberJune 30, 2016.2017.
 
Gross Profit
 
NineSix Months Ended SeptemberJune 30 (in thousands)
 
 
 
2017
 
 
2016
 
 
Inc/(dec)
 
 
% change
 
North America
 $2,427 
 $7,805 
 $(5,378)
  -69%
India
  646 
  (109)
  755 
  693%
Total
 $3,073 
 $7,696 
 $(4,623)
  -60%

 
 
2018
 
 
2017
 
 
Inc/(dec)
 
 
% change
 
 
 
 
 
 
 
 
 
 
 
 
 
 
North America
 $3,743 
 $410 
 $3,333 
  813%
India
  891 
  708 
  183 
  26%
 
    
    
    
    
Total
 $4,634 
 $1,118 
 $3,516 
  314%
 
North America. Gross profit decreasedfor the six months ended June 30, 2018 compared to the six months ended June 30, 2017 increased due toBrazilian imports to California which placed pricing pressure on West Coast an increase in the average price of WDG sold of 28% and an increase in ethanol which did not rise as fast as corn prices combined with sluggish international demand for dry distillers’ grains which placed pricing pressure on locally sold WDG.In addition,sales volumes by 11%, offset by increases in the usagevolume of milo, which allowed us to receive grant incomefeedstock we ground by 11% and the average price of $2.0 million for the nine months ended September 30, 2016, increased the gross profit during the nine months ended September 30, 2016.feedstock of 3%.
 
India. The increase in gross profit was attributable to an increase of the average price of refined glycerin sold of 43% to $1,068 per metric ton and of the sales volume of biodiesel of 66% to 9,168 metric tons, coupled with a decrease in overallthe average sales price for all productsof feedstock by 19%20% to $845,$789 per metric ton and partially offset by an increase in overallthe total volume of feedstock costsground by 40%135% to $745. In addition, the introduction of new GST by the Government of India in July 2017 affected sales volumes due10,145 metric tons as compared to the additional burden of costs to the Company.same period in 2017.
  
Operating Expenses
 
R&D
NineSix Months Ended SeptemberJune 30 (in thousands)
 
 
2018
 
 
2017
 
 
Inc/(dec)
 
 
% change
 
 
2017
 
 
2016
 
 
Inc/(dec)
 
 
% change
 
 
 
 
North America
 $2,072 
 $290 
 $1,782 
  614%
 $117 
 $196 
 $(79)
  -40%
India
  - 
  0%
  - 
    
Total
 $2,072 
 $290 
 $1,782 
  614%
 $117 
 $196 
 $(79)
  -40%
 
TheR&D expenses decreased in the six months ended June 30, 2018 due to staffing changes, decreases in rent, and property taxes of $82 thousand and professional fees of $15 thousand, partially offset by an increase in R&Dmiscellaneous and utilities expenses in our North America segment for the nine months ended September 30, 2017of $18 thousand compared to the nine months ended September 30, 2016 was due to recognition of the expenses toward building and testing the Integration Demonstration Unit for cellulosic ethanol of $1.8 million, increasesame period in professional fees by $59 thousand, and travel and other expenses of $10 thousand2017, principally due to the movingmovement of research facilityour R&D lab from Maryland to Minnesota, offset by a decrease in salaries and wages of $71 thousand and supplies and rent expenses of $26 thousand.Minnesota.
33
 
Selling, General &and Administrative Expenses (SG&A)
 
NineSix Months Ended SeptemberJune 30 (in thousands)
 
 
2018
 
 
2017
 
 
Inc/(dec)
 
 
% change
 
 
2017
 
 
2016
 
 
Inc/(dec)
 
 
% change
 
 
 
 
North America
 $8,832 
 $8,177 
 $655 
  8%
 $6,935 
 $5,891 
 $1,044 
  18%
India
  907 
  946 
  (39)
  -4%
  461 
  666 
  (205)
  -31%
    
Total
 $9,739 
 $9,123 
 $616 
  7%
 $7,396 
 $6,557 
 $839 
  13%
 
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 and operational support fees paid to our working capital partner, Gemini and Secunderabad Oils, as part of an operating profit sharing arrangement.expenses.
 
North America.  SG&A expenses as a percentage of revenue duringin the ninesix months ended SeptemberJune 30, 20172018 were consistent at 9% as compared to the corresponding period of 2016.2017. SG&A expenses during the six months ended June 30, 2018 increased by 17% compared to the six months ended June 30, 2017. The increase in SG&A expenses was primarily due to increasesan increase in salaries, insurance, rent, and stock compensation expensesinterest penalties of $0.5 million$72 thousand, professional fees of $781 thousand, and marketing, depreciation, suppliestravel, and other expenses of $0.2 million, partially offset by decreases in professional fees of $0.1 million$191 thousand for the ninesix months ended SeptemberJune 30, 20172018 compared to the ninesix months ended September 30, 2016. In addition, GAFI expenses added$131 thousand to SG&A expenses during the three months ended SeptemberJune 30, 2017.

 
India.   SG&A expenses as a percentage of revenue in the ninesix months ended SeptemberJune 30, 2017 increased2018 decreased to 9%4% as compared to 8%10% in the corresponding period of 2016. Overall SG&A expenses decreased slightly period over period2017. The decrease was partially due to decreasesdecrease in operational support charges of $223 thousand, professional fees of $17 thousand, and partially offset by increases in salaries and supplies of $101$30 thousand and marketing and depreciation expensesfees of $44$5 thousand partially offset by increases in professional fees, utilities, and travel expenses of $106 thousand. 
the six months ended June 30, 2018 compared to the six months ended June 30, 2017.
 
Other Income and Expense
 
NineSix Months Ended SeptemberJune 30 (in thousands)
 
Other (income)/expense
 
 
 
 
 
 
 
2017
 
 
2016
 
 
Inc/(dec)
 
 
% change
 
 
2018
 
 
2017
 
 
Inc/(dec)
 
 
% change
 
North America
 
 
 
 
 
 
Interest rate expense
 $9,694 
 $8,461 
 $1,233 
  15%
 $8,407 
 $5,981 
 $2,426 
  41%
Amortization expense
  4,112 
  4,269 
  (157)
  -4%
Other (income) expense
  33 
  (405)
  438 
  -108%
Debt related fees and amortization expense
  5,676 
  2,847 
  2,829 
  99%
Other income
  43 
  38 
  5 
  13%
    
    
India
    
    
Interest rate expense
  179 
  218 
  (39)
  -18%
  296 
  25 
  271 
  1084%
Other (income)
  (31)
  (75)
  44 
  59%
Other (income) expense
  20 
  (18)
  (38)
  -211%
    
    
Total
 $13,987 
 $12,468 
 $1,519 
  12%
 $14,442 
 $8,873 
 $5,493 
  62%
 
Other (Income)/Expense. Other (income) expense consists primarily of interest rate and amortization expenseexpenses attributable to our debt facilities acquired by our parent company and those of our subsidiaries, and interest accrued on the judgments 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 expense.loss or gain.
34
 
North America. Interest expense was higher during the ninesix months ended SeptemberJune 30, 20172018 due to higher debt balances.an increase in principal and interest on our Senior Notes and Subordinated Notes. Amortization expense in the six months ended June 30, 2018 increased due to expensing the present value of redemption fees of $3.1 million and $0.5 million waiver fees on Amendment No. 14. In addition, GAFI’swe recognized $1.4 million of interest expense of $584 thousand was included in North America segment. The slight decreaseand $0.3 million in amortization expense isin connection with the GAFI loans. The slight increase in other expense in the six months ended June 30, 2018 was due to debt issuance costs added during the first nine months were amortized offset by debt issuance costs added during the third quarter through refinancing the Subordinated Notes. In addition, GAFI related debt issuance costs of $1 million were paid and $125 thousand amortization wasnormal guarantee expense recognized in the nine months ended September 30, 2017. The decrease in other income infirst quarter of 2018 offset by the nine months ended September 30, 2017 was due to receipt of $0.5 million$10 thousand from a PG&E gas credit in the nine months ended September 30, 2016 compared to regular activity duringsale of some lab and other equipment from the nine months ended September 30, 2017.closing of our Maryland R&D facility.
 
India.India. Interest expense decreased due to pay off the State Bankincreased as a result of India loan in 2016 offset by increase in working capital utilization withdraws on two working capital partnersloans in the ninesix months ended SeptemberJune 30, 2018 compared to a credit for early payoff of raw material vendor loans in the six months ended June 30, 2017. The slight increase in other expense was caused primarily by an increase in foreign exchange losses in the six months ended June 30, 2018.
 
Liquidity and Capital Resources
 
Cash and Cash Equivalents
 
Cash and cash equivalents were $1.7$1.1 million at SeptemberJune 30, 2017,2018, of which $0.9$1.0 million was held in our North American entities, including $0.5 million$2 thousand held by GAFI, $0.8and $0.1 million was held in our Indian subsidiary. Our current ratio at SeptemberJune 30, 20172018 was 0.380.27 compared to a current ratio of 0.260.32 at December 31, 2016.2017. 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,
2017
 
 
December 31,
2016
 
 
June 30,
2018
 
 
December 31,
2017
 
Cash and cash equivalents $
 $1,749 
  1,486 
Cash and cash equivalents
 $1,069 
 $428 
Current assets (including cash, cash equivalents, and deposits)
  12,640 
  7,045 
  11,288 
  11,462 
Current and long term liabilities (excluding all debt)
  19,294 
  15,909 
  21,841 
  20,406 
Current & long term debt
  148,583 
  111,714 
  168,351 
  153,786 
 
Our principal sources of liquidity have been cash provided by operations and borrowings under various debt arrangements. As of SeptemberJune 30, 2017,2018, the EB-5 escrow account is holding funds in the amount of $0.5 million from two investorsone investor pending approval by the USCIS. These funds represent $1.0Funding of $0.5 million was released to the Company on April 26, 2018 and the balance of funding that$0.5 million is expected to be released from the escrow account during the first halfthird quarter of 2018. On October 16, 2016, weWe launched a newan EB-5 Phase II funding in 2016, under which we expect to issue $50.0 million in additional EB-5 Notes on substantially similar terms and conditions as those issued under our EB-5 Phase I funding. Our principal uses of cash have been to refinance indebtedness, fund operations, and for 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.
 
35
We operate in a volatile market in which we have littlelimited control over the major components of productioninput costs and product revenues, and are making investments in future facilities and facility upgrades that improve the overall margin while lessening the impact of these volatile markets.  As such, we expect cash provided by operating activities to fluctuate in future periods primarily because of changes in the prices for corn, ethanol, WDG, distillers’ corn oil,DCO, 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) operatingthrough the following actions, the Company will have the ability to generate capital liquidity to carry out the business plan for 2018:
● 
Operate the Keyes plant (ii) continuingand continue to incorporate lower-cost, advanced biofuels feedstockimprove operational performance, including the adoption of new technologies or process changes that allow for energy efficiency, cost reduction or revenue enhancements to the current operations.
● 
Expand the ethanol sold at the Keyes plant when economical, thereby increasing operating margins, (iii) obtainingto include the remaining $1.0 millioncellulosic ethanol to be generated at a cellulosic ethanol production facility in nearby Riverbank, California (the Riverbank Cellulosic Ethanol Facility), and to utilize lower cost, non-food advanced feedstocks to significantly increase margins.
● 
Monetize the CO2 produced at the Keyes plant by executing on the agreement with Linde for the delivery of EB-5 Phase I fundinggas to their neighboring facility to be built during 2018.
● 
Rely on the approval of a $125M U.S. Department of Agriculture loan guarantee to raise the funds necessary to construct and operate the Riverbank Cellulosic Ethanol Facility using the licensed technology from escrowLanzaTech Technology (Lanza Tech) and $0.5 million from fund raising, (iv) obtaining $50.0 million in funding from EB-5 Phase II funding currently being offeredInEnTec Technology (InEnTec) to investors, (v) refinancing senior debt on terms more commensurate with the long-term financing of capital assets, (vi) securinggenerate federal and state carbon credits available for ultra-low carbon fuels.
● 
Secure higher volumes of shipments of fuels at the India plant by developing the sales channels, including, expanding the existing domestic markets, extending international sales by supplying large oil companies, and exporting fuel into the European Union and United States biodiesel markets to capture valuable low carbon fuel credits.
● 
Continue to locate funding for existing and new business opportunities through a combination of working with our senior lender, restructuring existing loan agreements, selling the current offering for $50 million 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 sufficient positive cash flow,Phase II EB-5 program, or that additional funds will be available to us, through borrowings or otherwise, on favorable terms when required, or at all. by vendor financing arrangements. 
 
At SeptemberJune 30, 2017,2018, the outstanding balance of principal, interest and fees, net of discounts, on all Third Eye Capital Notes, equaled $70.9 million not includingexcluding the GAFI debt.Loans discussed below, equaled $85.3 million. The current maturity date for all of the Third Eye Capital financing arrangements is April 1, 2018;2020; provided, however, that pursuant to Amendment No. 13, dated March 1, 2017,14, we have the right to extend the maturity date of the Third Eye Capital Notes to April 1, 20192021 upon notice and payment of a 5% extension fee. We intend to payrepay the Third Eye Capital Notes through operational cash flow, proceeds from the issuance of the EB-5 Notes and/or a senior debt refinancing and/or an equity financing. 
 

At SeptemberJune 30, 2017,2018, GAFI’s outstanding balance of principal, interest and fees, net of discounts, on all Third Eye Capital NotesGAFI Loans equaled $23.4$26.2 million. The current maturity date for all of the Third Eye Capital financing arrangementsGAFI Loans is July 10, 2019. GAFI intends to payrepay the Third Eye Capital NotesGAFI Loans through proceeds from the issuance of a GAFI EB-5 offering.
As of June 30, 2018, the EB-5 Notes.Company has $6.0 million additional borrowing capacity to fund future cash flow requirements under the Reserve Liquidity Notes with a maturity date of April 1, 2019.
We have no availability under senior debt and Goodland credit facilities.
 
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.Debt of the Notes to Consolidated Financial Statements in Part I 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.
36
 
We also rely on our working capital lines with J.D. Heiskell in California and Gemini Edible Oils and Fats in India to fund our commercial arrangements for the acquisitions of feedstock. J.D. Heiskell currently provides us with working capital for the Keyes plant and Gemini Edible Oils and Fats currently provides us with working capital for the Kakinada plant.  The ability of both J.D. Heiskell and Gemini Edible Oils and Fats 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
 
The below table describes the changes in current and long-termlong term debt during the ninesix months ended SeptemberJune 30, 2017:2018:
 
Change in total debt
 36,869
$
14,565 
Increases to debt:
 
 
 
    
Accrued interest
  9,5698,415 
    
Covenant WaiverAmendment No.14 fee
  750500 
    
TEC debt ExtensionExtension/redemption fee
  3,1003,051 
    
January 20172018 Promissory note including $0.6 million$10K withheld as fees by TEC
  2,100160
Feb 2018 Promissory note including $0.1 million withheld as fees by TEC and $84 thousand paybale at due date
2,184 
    
April 20172018 Promissory note including $1.0 million$10K withheld as fees by TEC
  1,500
GAFI Term loan and Revolving loan
24,160260 
    
Sub debt extension fees
  680340 
    
Secunderabad Oils and GeminiIndia working capital draws and changes due to foreign currency
  10,7338,015 
    
GAFI loan including $75K fee withheld as fees by TEC
1,575
EB-5 debt escrow funds received
  500 
    
Note indebtedness covenant wavier fee for Q2'18
250
Change in debt issuance costs, net of amortization
1,274
Total increases to debt
 53,092$26,524
    
 
    
    
Decreases to debt:
    
    
principalPrincipal and Interestinterest payments to senior lender
  (4,9861,774)
    
Interest payments to EB-5 investors
  (430366)
    
Principal, fees and interest payments to Secunderabad Oilson working capital loans in India
  (2,3398,460)
    
Principal andGAFI interest payments to Gemini
  (6,0821,359)
    
Debt discount issuance costs to be amortized
    (1,890)
    
GAFI interest payments
 (496)
Total decreases to debt
 $(16,22311,959)
 
Working capital changes resulted in (i) a $2.5$1.0 million increase in inventories due to Palm Sludge Oil (PSO)raw material purchased for processing of BP biodiesel in the thirdend of the second quarter by India operations and (ii) a $2.2$0.6 million increase in cash, partially offset by a $1.1 million decrease in prepaid expenses and other assets mainly due to feesrecognition of $2.0$0.7 million prepaid interest on the GAFI Term Loan and insurance and $0.2$0.3 million in Aemetis, Inc. insuranceother prepaid interest of our debt classified as long-term debt and a decrease in other prepaid interest of $0.1 million in UBPL operations, and a $0.7 million decrease in accounts receivable and other prepaid, a $0.3 million increase in cash and $0.6 million increase in accounts receivable.

assets.
 
Net cash used by operating activities during the ninesix months ended SeptemberJune 30, 20172018 was $6.4$1.6 million, netconsisting of non-cash charges of $8.5$8.6 million, net changes in operating assets and liabilities of $7.9$7.1 million and net loss of $22.7`$17.3 million. The non-cash charges consisted ofof: (i) $4.2$5.7 million in amortization of debt issuance costsrelated fees and amortization and patents amortization, (ii) $3.5$2.3 million in depreciation expenses and (iii) $0.8$0.6 million in stock-based compensation expense. Net changes in operating assets and liabilities consisted primarily of an increase in inventories of $2.5$1.3 million, increase in other current long term assets of $0.1 million, and increasea $0.7 million decrease in accounts receivable,other liabilities, partially offset by: (i) a $1.5$0.6 million decrease in accounts receivable, (ii) a $1.1 million decrease in prepaid expenses (iii) $2.1 million increase in accounts payable, (ii) a $1.6 million increase in other liabilities, (iii) a $48 thousand decrease in prepaids and other assets and (iv) a $8.1$5.5 million in accrued interest.
37
 
Cash used by investing activities consists of capital expenditures of $0.4$1.1 million from North America entitiesU.S. operations and $0.2$0.7 million from our UBPL operations.
 
Cash provided by financing activities was $7.1$4.0 million, primarily from $13.1proceeds from borrowings of $12.4 million, in debt proceeds consisting of $0.5 million received from the EB-5 program, $2.0$3.9 million received from TEC promissory notes, and $10.7$8.0 million from working capital partners in India for UBPL operations, and from proceeds from borrowings of $2.8 million from GAFI operations, partially offset by payments of $8.4$0.5 million in principalfor TEC Promissory notes, and interest$7.8 million to working capital partners in India for UBPL operations and $0.5 million to TEC.operations.
 
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. 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: revenue recognition; recoverability of long-lived assets, convertible notes, 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, 2016.2017.
 
Recently Issued Accounting Pronouncements
 
In May 2014,None reported beyond those disclosed in our 2017 annual report.
Off Balance Sheet Arrangements
We had no off balance sheet arrangements during the FASB issued new guidance on the recognition of revenue. The guidance stated that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The standard is effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. The Company’s adoption of this accounting standard begins with the first quarter of fiscal yearthree months ended June 30, 2018. In March and April 2016, the FASB issued further revenue recognition guidance amending principal vs. agent considerations regarding whether an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods and services. The Company is currently evaluating the impact of the adoption of this accounting standard update on its consolidated results of operations and financial condition and will be providing guidance in its Form 10-K for the year ended December 31, 2017.
 
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.
38
 
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. Trinity was later dismissed from the lawsuit due to jurisdictional issues, but the Company is pursuing Trinity in Arizona where it is domiciled.  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 named Third Eye Capital Investments (TEC) as a defendant in its cross-complaint alleging that TEC made its financial commitment to fund the merger agreement contingent on the EPA’s approval of EdenIQ’s technology thereby participating in a fraudulent concealment of material information with Aemetis to the detriment of EdenIQ.  By way of its cross-complaint, EdenIQ seeks monetary damages, punitive damages, injunctive relief, attorneys’ fees and costs.  DueTrinity was later dismissed from the lawsuit due to jurisdictional issues, but the early stageCompany is pursuing Trinity in Arizona where it is domiciled.  On February 24, 2017, the Company filed a lawsuit in the County of Maricopa in Arizona against defendants Trinity and Alex Erhart.  The lawsuit is based on Trinity’s intentional interference with contractual relations and/or business expectancy arising from Trinity and Mr. Erhart’ s interference with EdenIQ’s performance of the litigation,merger agreement and their efforts to induce EdenIQ to terminate the merger agreement with Aemetis.  The relief sought includes monetary damages, attorneys’ fees and costs.  Because discovery is still pending, an estimate as to any Company losseschances of prevailing cannot be made at this time.
 
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 suit also 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 that 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 and its counsel, Cantor Colburn LLP filed a Notice of Appeal regarding the current ruling on inequitable conduct. The Appeal has been stayed for 60 days to allow the parties an opportunity to discuss settlement. On April 5, 2017, the parties asked the Court for an extension of the current stay in the case which was granted.
39
 
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, 20162017 filed with the SEC on March 17, 2017.29, 2018.
 
Item 2. 
Unregistered Sales of Equity Securities and Use of Proceeds.
 
On July 1, 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.

None.
 
Item 3.
Defaults Upon Senior Securities.
 
No events of default have occurredunresolved defaults on the senior securities occurred during the three months ended SeptemberJune 30, 20172018.
 
Item 4.
Mine Safety Disclosures.
 
NoneNone.
 
Item 5.
Other Information.
 
NoneNone.
 
Item 6.
Exhibits.
 
Amended 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.
 
40

 
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: NovemberAugust 9, 20172018
 
 AEMETIS, INC.
   
   
 By:/s/ Todd Waltz
  
Todd Waltz
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
  
Date: NovemberAugust 9, 2017
2018
 
 
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