Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Feb. 28, 2014 | Jun. 30, 2013 | |
Document And Entity Information | ' | ' | ' |
Entity Registrant Name | 'AEMETIS, INC. | ' | ' |
Entity Central Index Key | '0000738214 | ' | ' |
Document Type | '10-K | ' | ' |
Document Period End Date | 31-Dec-13 | ' | ' |
Amendment Flag | 'false | ' | ' |
Current Fiscal Year End Date | '--12-31 | ' | ' |
Is Entity a Well-known Seasoned Issuer? | 'No | ' | ' |
Is Entity a Voluntary Filer? | 'No | ' | ' |
Is Entity's Reporting Status Current? | 'Yes | ' | ' |
Entity Filer Category | 'Smaller Reporting Company | ' | ' |
Entity Public Float | ' | ' | $48,229,079 |
Entity Common Stock, Shares Outstanding | ' | 200,057,246 | ' |
Document Fiscal Period Focus | 'FY | ' | ' |
Document Fiscal Year Focus | '2013 | ' | ' |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Current assets: | ' | ' |
Cash and cash equivalents | $4,925,820 | $290,603 |
Accounts receivable | 2,764,646 | 1,360,606 |
Inventories | 4,097,544 | 4,555,780 |
Prepaid expenses | 583,891 | 264,243 |
Other current assets | 335,007 | 374,217 |
Total current assets | 12,706,908 | 6,845,449 |
Property, plant, and equipment, net | 78,928,129 | 83,893,472 |
Goodwil | 967,994 | 967,994 |
Intangible assets, net of accumulated amortization of $184,150 and none, as of 2013 and 2012, respectively | 1,615,850 | 1,800,000 |
Other assets | 2,923,011 | 3,365,244 |
Total assets | 97,141,892 | 96,872,159 |
Current liabilities: | ' | ' |
Accounts payable | 9,365,585 | 15,070,106 |
Current portion of long term secured notes, net of discounts | 4,400,000 | 26,278,535 |
Current portion of subordinated notes, net of discounts | 5,317,252 | 329,013 |
Secured notes, net of discounts | 5,857,104 | 5,756,752 |
Working capital loans and short-term notes | 2,391,332 | 2,159,291 |
Mandatorily redeemable Series B convertible preferred stock | 2,539,528 | 2,437,649 |
Other current liabilities | 6,245,745 | 5,803,857 |
Total current liabilities | 36,116,546 | 57,835,203 |
Long term liabilities | ' | ' |
Secured notes, net of discounts | 67,886,388 | 25,954,536 |
Related party line of credit | 0 | 1,540,074 |
Subordinated notes, net of discounts | 0 | 3,009,101 |
Seller note payable | 4,869,244 | 4,011,430 |
EB-5 notes payable | 1,036,863 | 1,006,863 |
Total long term liabilities | 73,792,495 | 35,522,004 |
Stockholders' equity/(deficit) | ' | ' |
Series B convertible preferred stock, $0.001 par value; 7,235,565 authorized; 2,401,061 and 3,097,725 shares issued and outstanding, respectively (aggregate liquidation preference of $7,203,183 and $9,293,175, respectively) | 2,401 | 3,098 |
Common stock, $0.001 par value; 400,000,000 authorized; 199,736,862 and 180,281,094 shares issued and outstanding, respectively | 199,737 | 180,281 |
Additional paid-in capital | 84,192,552 | 75,457,760 |
Accumulated deficit | -94,245,503 | -69,808,294 |
Accumulated other comprehensive loss | -2,916,336 | -2,317,893 |
Total stockholders' equity (deficit) | -12,767,149 | 3,514,952 |
Total liabilities and stockholders' equity/(deficit) | $97,141,892 | $96,872,159 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Statement of Financial Position [Abstract] | ' | ' |
Intangible assets, net of accumulated amortization | $184,150 | $0 |
Series B Preferred stock, par value | $0.00 | $0.00 |
Series B Preferred stock, authorized | 7,235,565 | 7,235,565 |
Series B Preferred stock, shares issued | 2,401,061 | 3,097,725 |
Series B Preferred stock, shares outstanding | 2,401,061 | 3,097,725 |
Aggregate Liquidation Preference | $7,203,183 | $9,293,175 |
Common stock, par value | $0.00 | $0.00 |
Common stock, shares authorized | 400,000,000 | 400,000,000 |
Common stock, shares issued | 199,736,862 | 180,281,094 |
Common stock, shares outstanding | 199,736,862 | 180,281,094 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations and Comprehensive Loss (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Income Statement [Abstract] | ' | ' |
Revenues | $177,513,972 | $189,048,226 |
Cost of goods sold | 159,220,212 | 197,975,173 |
Gross profit/(loss) | 18,293,760 | -8,926,947 |
Research and development expenses | 538,922 | 620,368 |
Selling, general and administrative expenses | 15,275,108 | 11,613,357 |
Operating income/(loss) | 2,479,730 | -21,160,672 |
Other income/(expense) | ' | ' |
Interest rate expense | -11,807,144 | -10,110,748 |
Amortization of debt issuance cost | -12,468,384 | -7,547,167 |
Loss on debt extinguishment | -3,708,537 | -9,068,868 |
Interest income | 10,044 | 4,976 |
Gain on bargain purchase | 0 | 42,335,876 |
Gain on sale of assets | 328,755 | 350,356 |
Other income/(expense) | 734,092 | -167,275 |
Loss before income taxes | -24,431,444 | -5,363,522 |
Income tax (expense)/benefit | -5,765 | 1,081,257 |
Net loss | -24,437,209 | -4,282,265 |
Other comprehensive loss | ' | ' |
Foreign currency translation adjustment | -598,443 | -74,531 |
Comprehensive loss | ($25,035,652) | ($4,356,796) |
Net loss per common share | ' | ' |
Basic and diluted | ($0.13) | ($0.03) |
Weighted average shares outstanding | ' | ' |
Basic and diluted | 191,008,919 | 151,023,977 |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Operating activities: | ' | ' |
Net income/ (loss) | ($24,437,209) | ($4,282,265) |
Adjustments to reconcile net loss to net cash used in operating activities: | ' | ' |
Share-based compensation | 1,760,072 | 686,059 |
Depreciation | 4,636,161 | 3,041,783 |
Inventory provision | 0 | 104,895 |
Amortization Expense | 12,468,384 | 7,543,583 |
Intangibles and other amortization expense | 253,600 | 0 |
Change in fair value of warrant liability | -197,127 | 97,022 |
Loss on extinguishment of debt | 3,708,537 | 9,068,868 |
Gain on sale of assets | -328,755 | -350,356 |
Gain on acquisition bargain purchase | 0 | -42,335,876 |
Deferred tax liability/(asset) | 0 | -1,085,257 |
Changes in assets and liabilities: | ' | ' |
Accounts receivable | -1,486,830 | 3,113,643 |
Inventory | 210,837 | -740,242 |
Prepaid expenses | 13,535 | 148,166 |
Other current assets and other assets | -693,472 | 475,965 |
Accounts payable | -5,411,595 | 799,620 |
Accrued interest expense and fees, net of payments | 7,007,176 | 4,007,260 |
Other liabilities | 813,561 | 2,775,405 |
Net cash used in operating activities | -1,683,125 | -16,931,727 |
Investing activities: | ' | ' |
Capital expenditures | -1,275,855 | -1,368,395 |
Proceeds from the sale of assets | 1,499,852 | 1,404,166 |
Acquisition of Cilion | 0 | -16,500,000 |
Net cash provided/(used in) investing activities | 223,997 | -16,464,229 |
Financing activities: | ' | ' |
Proceeds from borrowing under secured debt facilities | 4,800,000 | 39,840,000 |
Repayments of borrowing under secured debt facilities | -400,000 | -9,962,259 |
Proceeds from borrowings under unsecured and subdebt term notes and working capital lines of credit | 5,740,856 | 7,325,325 |
Repayments of borrowings under unsecured and subdebt notes and working capital facility | -4,973,675 | -3,868,050 |
Issuance of Common stock through Equity offering and Warrant exercises | 1,082,735 | 1,433 |
Net cash provided by financing activities | 6,249,916 | 33,336,449 |
Effect of exchange rate changes on cash and cash equivalents | -155,571 | 100,644 |
Net cash and cash equivalents increase for period | 4,635,217 | 41,137 |
Cash and cash equivalents at beginning of period | 290,603 | 249,466 |
Cash and cash equivalents at end of period | 4,925,820 | 290,603 |
Supplemental disclosures of cash flow information, cash paid: | ' | ' |
Interest payments | 4,522,097 | 2,084,751 |
Income taxes expense | -5,765 | 4,000 |
Supplemental disclosures of cash flow information, non-cash transactions: | ' | ' |
Issuance of warrants to subordinated debt holders | 1,127,120 | 0 |
Payment of principal, fees and interest by issuance of stock | 3,616,284 | 11,885,579 |
Issuance of shares to related party for repayment of line of credit | 821,946 | 4,107,141 |
Issuance of warrants to non-employees to secure procurement and working capital agreement | 335,617 | 0 |
Other asset transferred to related party | 170,000 | 0 |
Warrant liability transferred to equity upon exercise | 1,006,648 | 0 |
Issuance of shares for acquisition | 0 | 12,511,200 |
Beneficial conversion discount on related party debt | 0 | 884,851 |
Seller note payable at fair value | $0 | $3,584,371 |
CONSOLIDATED_STATEMENTS_OF_STO
CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY (USD $) | Series B Preferred Stock | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Accumulated Other Comprehensive Income / Loss | Total |
Beginning Balance - Amount at Dec. 31, 2011 | $3,115 | $130,747 | $45,432,447 | ($65,526,029) | ($2,243,362) | ($22,203,082) |
Beginning Balance - Shares at Dec. 31, 2011 | 3,115,225 | 130,746,890 | ' | ' | ' | ' |
Stock-based compensation & options exercised, Shares | ' | 321,965 | ' | ' | ' | ' |
Stock-based compensation & options exercised, Amount | ' | 322 | 258,271 | ' | ' | 258,593 |
Shares issued to consultants and other services, Shares | ' | 1,000,000 | ' | ' | ' | ' |
Shares issued to consultants and other services, Amount | ' | 1,000 | 426,466 | ' | ' | 427,466 |
Shares issued to secured lender, Shares | ' | 17,699,172 | ' | ' | ' | ' |
Shares issued to secured lender, Amount | ' | 17,699 | 10,848,280 | ' | ' | 10,865,979 |
Issuance and exercise of warrants, Shares | ' | 1,432,667 | ' | ' | ' | ' |
Issuance and exercise of warrants, Amount | ' | 1,433 | 1,018,167 | ' | ' | 1,019,600 |
Conversion of related party note, Shares | ' | 9,062,900 | ' | ' | ' | ' |
Conversion of related party note, Amount | ' | 9,063 | 4,098,078 | ' | ' | 4,107,141 |
Beneficial conversion feature on related party note | ' | ' | 884,851 | ' | ' | 884,851 |
Conversion of Series B preferred to common stock, Shares | ' | 17,500 | ' | ' | ' | ' |
Conversion of Series B preferred to common stock, Amount | ' | 17 | ' | ' | ' | ' |
Cilion, Inc. merger, Shares | ' | 20,000,000 | ' | ' | ' | ' |
Cilion, Inc. merger, Amount | ' | 20,000 | 12,491,200 | ' | ' | 12,511,200 |
Other comprehensive loss | ' | ' | ' | ' | -74,531 | -74,531 |
Net loss | ' | ' | ' | -4,282,265 | ' | -4,282,265 |
Ending Balance, Amount at Dec. 31, 2012 | 3,098 | 180,281 | 75,457,760 | -69,808,294 | -2,317,893 | 3,514,952 |
Ending Balance, Shares at Dec. 31, 2012 | 3,097,725 | 180,281,094 | ' | ' | ' | ' |
Stock-based compensation & options exercised, Shares | ' | 264,005 | ' | ' | ' | ' |
Stock-based compensation & options exercised, Amount | ' | 264 | 1,158,940 | ' | ' | 1,159,204 |
Shares issued to consultants and other services, Shares | ' | 1,767,715 | ' | ' | ' | ' |
Shares issued to consultants and other services, Amount | ' | 1,768 | 599,100 | ' | ' | 600,868 |
Shares issued to secured lender, Shares | ' | 9,872,201 | ' | ' | ' | ' |
Shares issued to secured lender, Amount | ' | 9,872 | 3,606,412 | ' | ' | 3,616,284 |
Issuance and exercise of warrants, Shares | ' | 2,638,636 | ' | ' | ' | ' |
Issuance and exercise of warrants, Amount | ' | 2,639 | 1,477,410 | ' | ' | 1,480,049 |
Conversion of related party note, Shares | ' | 1,826,547 | ' | ' | ' | ' |
Conversion of related party note, Amount | ' | 1,826 | 820,120 | ' | ' | 821,946 |
Conversion of Series B preferred to common stock, Shares | ' | 696,664 | ' | ' | ' | ' |
Conversion of Series B preferred to common stock, Amount | ' | 697 | ' | ' | ' | ' |
Issuance of common stock through equity offering, Shares | ' | 2,390,000 | ' | ' | ' | ' |
Issuance of common stock through equity offering, Amount | ' | 2,390 | 1,072,810 | ' | ' | 1,075,200 |
Other comprehensive loss | ' | ' | ' | ' | -598,443 | -598,443 |
Net loss | ' | ' | ' | -24,437,209 | ' | -24,437,209 |
Ending Balance, Amount at Dec. 31, 2013 | $2,401 | $199,737 | $84,192,552 | ($94,245,503) | ($2,916,336) | ($12,767,149) |
Ending Balance, Shares at Dec. 31, 2013 | 2,401,061 | 199,736,862 | ' | ' | ' | ' |
1_Nature_of_Activities_and_Sum
1. Nature of Activities and Summary of Significant Accounting Policies | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Accounting Policies [Abstract] | ' | ||||||||
1. Nature of Activities and Summary of Significant Accounting Policies | ' | ||||||||
Nature of Activities. These consolidated financial statements include the accounts of Aemetis, Inc. (formerly AE Biofuels, Inc.), a Nevada corporation, and its wholly owned subsidiaries (collectively, “Aemetis” or the “Company”): | |||||||||
● | Aemetis Americas, Inc., a Nevada corporation and its subsidiaries AE Biofuels, Inc., a Delaware corporation; | ||||||||
● | Biofuels Marketing, a Delaware corporation; | ||||||||
● | Aemetis International, Inc., a Nevada corporation and its subsidiary International Biofuels, Ltd., a Mauritius corporation and its subsidiary Universal Biofuels Private, Ltd., an India company; | ||||||||
● | Aemetis Technologies, Inc., a Delaware corporation; | ||||||||
● | Aemetis Biochemicals, Inc., a Nevada corporation; | ||||||||
● | Aemetis Biofuels, Inc., a Delaware corporation and its subsidiary Energy Enzymes, Inc., a Delaware corporation; | ||||||||
● | AE Advanced Fuels, Inc., a Delaware corporation and its subsidiaries Aemetis Advanced Fuels Keyes, Inc., a Delaware corporation and Aemetis Facility Keyes, Inc., a Delaware corporation; | ||||||||
● | Aemetis Advanced Fuels, Inc., a Nevada corporation. | ||||||||
Aemetis, Inc. is an advanced renewable fuels and biochemicals company focused on the acquisition, development and commercialization of innovative technologies that replace traditional petroleum-based products by the conversion of first generation ethanol and biodiesel plants into advanced bio refineries. We own and operate a manufacturing and refining facility in Kakinada, India where we manufacture and produce fatty acid methyl ester (biodiesel), crude and refined glycerin and refined palm oil and a plant in Keyes, California where we manufacture and produce ethanol, wet distillers’ grain (WDG) and corn oil. In addition, we are continuing to research the viability of commercializing our microbial technology, which would enable us to produce renewable industrial biofuels and biochemicals and our integrated starch-cellulose technology, which would enable us to produce ethanol from non-food feedstock. | |||||||||
Principles of Consolidation. The consolidated financial statements include the accounts of the Company and its subsidiaries. All material inter-company accounts and transactions are eliminated in consolidation. | |||||||||
Use of Estimates. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the reporting period. To the extent there are material differences between these estimates and actual results, the Company’s consolidated financial statements will be affected. | |||||||||
Revenue recognition. The Company recognizes revenue when there is persuasive evidence of an arrangement, delivery has occurred, the price is fixed or determinable and collection is reasonably assured. The Company records revenues based upon the gross amounts billed to its customers. Revenue from nonmonetary transactions is recognized at the fair value of goods received. | |||||||||
Cost of Goods Sold. Cost of goods sold include 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. The Company had idled the plant in Keyes, CA from January 15, 2013 to April 22, 2013, as such approximately $2.5 million was reclassified from cost of goods sold to selling, general and administrative expense during the year ended December 31, 2013. | |||||||||
Shipping and Handling Costs. Shipping and handling costs are classified as a component of cost of goods sold in the accompanying consolidated statements of operations. | |||||||||
Research and Development. Research and development costs are expensed as incurred, unless they have alternative future uses to the Company. | |||||||||
Cash and Cash Equivalents. The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. The Company maintains cash balances at various financial institutions domestically and abroad. The Federal Deposit Insurance Corporation (FDIC) insures domestic cash accounts. The Company’s accounts at these institutions may at times exceed federally insured limits. The Company has not experienced any losses in such accounts. | |||||||||
Accounts Receivable. The Company sells ethanol, wet distillers grains, corn syrup and corn oil through third-party marketing arrangements generally without requiring collateral. The Company sells biodiesel, glycerin, and processed natural oils to a variety of customers and may require advanced payment based on the size and creditworthiness of the customer. Accounts receivables consist of product sales made to large creditworthy customers. Trade accounts receivable are presented at original invoice amount, net of the allowance for doubtful accounts. | |||||||||
The Company maintains an allowance for doubtful accounts for balances that appear to have specific collection issues. The collection process is based on the age of the invoice and requires attempted contacts with the customer at specified intervals. If, after a specified number of days, the Company has been unsuccessful in its collection efforts, a bad debt allowance is recorded for the balance in question. Delinquent accounts receivable are charged against the allowance for doubtful accounts once uncollectibility 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. | |||||||||
Inventories. Inventories are stated at the lower of cost, using the first-in and first-out (FIFO) method, or market. | |||||||||
Property, Plant and Equipment. Property, plant and equipment are carried at cost less accumulated depreciation after assets are placed in service and are comprised primarily of buildings, furniture, machinery, equipment, land, and the biodiesel plant in India. It is the Company policy to depreciate capital assets over their estimated useful lives using the straight-line method. | |||||||||
Goodwill and Intangible Assets. Intangible assets consist of intellectual property in the form of patents pending, in-process research and development and goodwill. Once the patents pending or in-process R&D have secured a definite life in the form of a patent or product, they will be carried at cost less accumulated amortization over their estimated useful life. Amortization commences upon the commercial application or generation of revenue and is amortized over the shorter of the economic life or patent protection period. | |||||||||
Company intangible assets such as goodwill have indefinite lives and as a result need to be evaluated at least annually, or more frequently, if impairment indicators arise. In the Company’s review, we determined the fair value of the reporting unit using market indicators and discounted cash flow modeling. The Company compares the fair value to the net book value of the reporting unit. An impairment loss would be recognized when the fair value is less than the related net book value, and an impairment expense would be recorded in the amount of the difference. Forecasts of future cash flows are judgments based on the Company’s experience and knowledge of the Company’s operations and the industries in which the Company operates. These forecasts could be significantly affected by future changes in market conditions, the economic environment, including inflation, and the purchasing decisions of the Company’s customers. | |||||||||
California Ethanol Producer Incentive Program – The Company is eligible to participate in the California Ethanol Producer Incentive Program (“CEPIP”). Under the CEPIP an eligible California ethanol facility may receive up to $3 million in cash per plant per year of operations through 2013 when current production corn crush spreads, measured as the difference between specified ethanol and corn index prices, drop below $0.55 per gallon. The California Energy Commission determines on an annual basis the funding allocated to the program. No funds were allocated to this program during the government’s 2012 fiscal year. For any month in which a payment is made by the CEPIP, the Company may be required to reimburse the funds within the subsequent five years from each payment date, if the corn crush spreads exceed $1.00 per gallon. Since these funds are provided to subsidize current production costs and encourage eligible facilities to either continue production or start up production in low margin environments, the Company records the proceeds, if any, as a credit to cost of goods sold. The Company will assess the likelihood of reimbursement in future periods as corn crush spreads approach $1.00 per gallon. If it becomes likely that amounts may be reimbursable by the Company, the Company will accrue a liability for such payment and recognize the costs as an increase in cost of goods sold. With respect to CEPIP payments received and applied as reductions to cost of goods sold, the Company recorded none for the years ended December 31, 2013 and 2012, respectively. In December 2013, the Company was obligated to reimburse approximately $120,000 of funding from the CEPIP program based on the strength of the crush spread as determined by a formula in the agreement. Accordingly, this amount was accrued at December 31, 2013. Aemetis has not been required to reimburse any other amounts pursuant to the CEPIP program. | |||||||||
Warrant liability: The Company adopted guidance related to distinguishing liabilities from equity for certain warrants which contain a conditional obligation to repurchase feature. During the year ended December 31, 2013, the Company granted 1,253,001 warrants with a conditional obligation to repurchase feature that require liability treatment. As a result, a warrant liability was recorded to recognize the fair value upon issuance of each warrant. The Company estimates the fair value of future liability on warrants using the Black-Scholes pricing model. Assumptions within the pricing model include: 1) the risk-free interest rate, which comes from the U.S. Treasury yield curve for periods within the contractual life of the warrant 2) the expected life of the warrants is assumed to be the contractual life of the warrants, and, 3) the volatility is estimated based on an average of the historical volatilities. | |||||||||
The Company computes the fair value of the warrant liability at each reporting period and the change in the fair value is recorded through earnings. The key component in the value of the warrant liability is the Company's stock price, which is subject to significant fluctuation and is not under the Company's control. The resulting effect on the Company's net loss is therefore subject to significant fluctuation and will continue to be so until the warrants are exercised, amended or expired. Assuming all other fair value inputs remain constant, the Company will record non-cash expense when the stock price increases and non-cash income when the stock price decreases. | |||||||||
Income Taxes. The Company recognizes income taxes in accordance with ASC 740 Income Taxes using an asset and liability approach. This approach requires the recognition of taxes payable or refundable for the current year and deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the Company’s consolidated financial statements or tax returns. The measurement of current and deferred taxes is based on provisions of enacted tax law. | |||||||||
ASC 740 provides for recognition of deferred tax assets if the realization of such assets is more likely than not to occur. Otherwise, a valuation allowance is established for the deferred tax assets, which may not be realized. As of December 31, 2013, the Company recorded a full valuation allowance against its net deferred tax assets due to operating losses incurred since inception. Realization of deferred tax assets is dependent upon future earnings, if any, the timing and amount of which are uncertain. Accordingly, the net deferred tax assets were fully offset by a valuation allowance. | |||||||||
The Company is subject to income tax audits by the respective tax authorities in all of the jurisdictions in which it operates. The determination of tax liabilities in each of these jurisdictions requires the interpretation and application of complex and sometimes uncertain tax laws and regulations. The recognition and measurement of current taxes payable or refundable and deferred tax assets and liabilities requires that the Company make certain estimates and judgments. Changes to these estimates or a change in judgment may have a material impact on the Company’s tax provision in a future period. | |||||||||
Long - Lived Assets. The Company evaluates the recoverability of long-lived assets with finite lives in accordance with 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 Loss per Share. Basic loss per share is computed by dividing loss attributable to common shareholders by the weighted average number of common shares outstanding for the period. Diluted loss per share reflects the dilution of common stock equivalents such as options, convertible preferred stock and warrants to the extent the impact is dilutive. As the Company incurred net losses for the years ended December 31, 2013 and 2012, potentially dilutive securities have been excluded from the diluted net loss per share computation, as their effect would be anti-dilutive. | |||||||||
The following table shows the number of potential dilutive shares excluded from the diluted net loss per share calculation as of December 31, 2013 and 2012: | |||||||||
31-Dec-13 | 31-Dec-12 | ||||||||
Series B preferred | 2,401,061 | 3,097,725 | |||||||
Common stock options and warrants | 14,802,721 | 10,309,257 | |||||||
Convertible promissory note | 186,795 | 178,495 | |||||||
Total number of potentially dilutive shares excluded from the basic and diluted net in loss per share calculation | 17,390,577 | 13,585,477 | |||||||
Comprehensive Loss. ASC 220 Comprehensive Loss 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 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 during the year. Gains and losses from foreign currency transactions are recorded in other income (loss), net. | |||||||||
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 (“CODM”), or decision-making group, in deciding how to allocate resources and in assessing performance. Aemetis recognized two reportable geographic segments: “India” and “North America.” | |||||||||
● | The “India” operating segment encompasses the Company’s 50 million gallon per year nameplate capacity biodiesel plant in Kakinada, India, the administrative offices in Hyderabad, India, and the holding companies in Nevada and Mauritius. | ||||||||
● | The “North America” operating segment includes the Company’s 55 million gallons per year nameplate capacity ethanol plant in Keyes, California and the research facilities in College Park, Maryland. | ||||||||
Fair Value of Financial Instruments. The Company’s financial instruments include cash and cash equivalents, accounts receivable, accounts payable, other current liabilities, mandatorily redeemable Series B preferred stock, warrant liability and debt. The fair value of current financial instruments was estimated to approximate carrying value due to the short term nature of these instruments. The carrying amount of debt obligations, including discount issuance costs, held by our senior lender, subordinated debt and by seller note payable, at December 31, 2013 amounted to an aggregate of approximately $81,762,000 in outstanding obligations. The debts were determined to have an estimated fair value of $81,940,000 based on interest rates for comparable debt. The Company’s debt was valued using inputs from independent consultants evaluating external market inputs and internal financings to determine appropriate discount rates to determine fair value. It was not practicable to determine the fair market value of the Company’s remaining debt obligations due to the lack of availability of comparable credit facilities and the related party nature of the financial arrangements. The warrant liability fair value was estimated using the Black-Scholes valuation pricing model at the end of each reporting period. | |||||||||
Share-Based Compensation. The Company recognizes share based compensation in accordance with ASC 718 Stock Compensation requiring the Company to recognize expense related to the estimate 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. | |||||||||
In valuing issued shares to consultants, debt holders employees or affiliated investors, the Company estimates the discount for lack of marketability on restricted stock issued, the Company uses the Black-Scholes model for pricing call options, which assists in deriving the implied price of put options using the put-call parity principle. The price of the put option divided by the market price quoted on the OTC markets exchange implies the discount for lack of marketability (DLOM). | |||||||||
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. | |||||||||
Business Combinations. The Company applies the acquisition method of accounting to account for business combinations. The cost of an acquisition is measured as the aggregate of the fair values at the date of exchange of the assets given, liabilities incurred, and equity instruments issued. Identifiable assets, liabilities, and contingent liabilities acquired or assumed are measured separately at their fair value as of the acquisition date. The excess of the cost of the acquisition over our interest in the fair value of the identifiable net assets acquired is recorded as goodwill. If our interest in the fair value of the identifiable net assets acquired in a business combination exceeds the cost of the acquisition, a gain is recognized in earnings on the acquisition date. The Company will adjust the preliminary purchase price allocation, as necessary, after the acquisition closing date through the end of the measurement period (up to one year) as the valuations for the assets acquired and liabilities assumed are finalized. | |||||||||
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. | |||||||||
Debt Modification Accounting. The Company evaluates amendments to its debt in accordance with ASC 540-50 Debt – Modification and Extinguishments for modification and extinguishment accounting. This evaluation included 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. | |||||||||
Sequencing Policy. In the event partial reclassification of contracts subject to ASC 815-40-25 is necessary, due to the Company’s inability to demonstrate it has sufficient authorized shares, shares will be allocated on the basis of maturity dates of potentially dilutive instruments with the latest maturity date receiving first allocation of shares. If a reclassification of an instrument were required, it would result in the earliest maturity instrument being reclassified first. | |||||||||
Recent Accounting Pronouncements. | |||||||||
Effective January 1, 2013, the FASB issued amended guidance in ASC Topic 210, Balance Sheet. The amended guidance addresses disclosure of offsetting financial assets and liabilities. It requires entities to add disclosures showing both gross and net information about instruments and transactions eligible for offset in the balance sheet and instruments and transactions subject to an agreement similar to a master netting arrangement. The update is applied retrospectively and do not impact the Company’s financial position or results of operations. | |||||||||
In February 2013, the FASB issued an accounting standard update to require reclassification adjustments from other comprehensive income to be presented either in the financial statements or in the notes to the financial statements based on the guidance in ASC Topic 220, Comprehensive Income. The amended guidance requires entities to disclose additional information about reclassification adjustments, including (1) changes in accumulated other comprehensive income by component and (2) significant items reclassified out of accumulated other comprehensive income by presenting the amount reclassified and the individual income statement line items affected. The update is applied prospectively and do not impact the Company’s financial position or results of operations. | |||||||||
In July 2013, the FASB issued an accounting standard update that provides explicit guidance on the financial statement presentation of an unrecognized tax benefit when a net operating loss carryforward or a tax credit carryforward exists. Under the new standard update, unrecognized tax benefit, or a portion of an unrecognized tax benefit, is to be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward or a tax credit carryforward. This accounting standard update will be effective for the Company beginning in the first quarter of 2015 and applied prospectively with early adoption permitted. The Company is currently evaluating the impact of this accounting standard update on its Consolidated Financial Statements. |
2_Inventory
2. Inventory | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Inventory Disclosure [Abstract] | ' | ||||||||
2. Inventory | ' | ||||||||
Inventory consists of the following: | |||||||||
As of December 31, | |||||||||
2013 | 2012 | ||||||||
Raw materials | $ | 597,119 | $ | 2,077,779 | |||||
Work-in-progress | 1,723,866 | 1,672,957 | |||||||
Finished goods | 1,776,559 | 805,044 | |||||||
Total inventory | $ | 4,097,544 | $ | 4,555,780 | |||||
As of December 31, 2013 and 2012, the Company has recognized a lower of cost or market reserve of none and $104,894 respectively, related to inventory. | |||||||||
3_Property_Plant_and_Equipment
3. Property, Plant and Equipment | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Property, Plant and Equipment [Abstract] | ' | ||||||||
3. Property, Plant and Equipment | ' | ||||||||
Property, plant and equipment consist of the following: | |||||||||
As of December 31, | |||||||||
2013 | 2012 | ||||||||
Land | $ | 2,764,619 | $ | 2,837,780 | |||||
Plant and buildings | 82,355,467 | 83,004,928 | |||||||
Furniture and fixtures | 557,636 | 376,333 | |||||||
Machinery and equipment | 2,076,162 | 2,615,140 | |||||||
Construction in progress | 539,234 | 82,627 | |||||||
Total gross property, plant & equipment | 88,293,118 | 88,916,808 | |||||||
Less accumulated depreciation | (9,364,989 | ) | (5,023,336 | ) | |||||
Total net property, plant & equipment | $ | 78,928,129 | $ | 83,893,472 | |||||
The Company recorded depreciation expense for the years ended December 31, 2013 and 2012 of $4,636,161 and $3,041,783, respectively. | |||||||||
Management is required to evaluate these long-lived assets for impairment whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. Based on the evaluation, management determined no assets required impairment as of December 31, 2013 and 2012. | |||||||||
4_Intangible_Assets_and_Goodwi
4. Intangible Assets and Goodwill | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | ||||
4. Intangible Assets and Goodwill | ' | ||||
Net intangible assets and goodwill consist of $985,850 in patents, $630,000 in in-process research and development and $967,994 in goodwill. Following ASC 350-20-35 guidance, goodwill and indefinite lived intangibles are tested annually in December for impairment at the Aemetis Technologies, Inc. reporting unit level. During the December 2013 testing period no impairment resulted from the analysis. During the twelve months ended December 31, 2013, the Company recognized amortization expense of $184,150 related to patents and none had been recognized for 2012. During the twelve months ended December 31, 2013 and 2012, all pending patents were in-process R&D and accordingly, no amortization expense had been recognized. | |||||
Future patent and in-process research and development amortization for the next five years and beyond consists of the following: | |||||
For the twelve months ending December 31, | Amortization | ||||
2014 | $ | 80,222 | |||
2015 | 111,986 | ||||
2016 | 111,986 | ||||
2017 | 111,986 | ||||
2018 | 111,986 | ||||
Thereafter | 1,087,684 | ||||
Total | $ | 1,615,850 |
5_Notes_Payable
5. Notes Payable | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Debt Disclosure [Abstract] | ' | ||||||||
5. Notes Payable | ' | ||||||||
Debt consists of the notes from the Company’s senior lender, Third Eye Capital, acting as Agent for the Purchasers (Third Eye Capital), other working capital lenders and subordinated lenders as follows: | |||||||||
December 31, | |||||||||
2013 | 2012 | ||||||||
Third Eye Capital term notes | $ | 7,191,928 | $ | 6,679,466 | |||||
Third Eye Capital revolving credit facility | 38,349,178 | 23,378,535 | |||||||
Third Eye Capital revenue participation term notes | 9,464,826 | 7,406,224 | |||||||
Third Eye Capital acquisition term notes | 17,280,456 | 14,768,846 | |||||||
Cilion shareholder Seller note payable | 4,869,244 | 4,011,430 | |||||||
State Bank of India secured term loan | 5,857,104 | 5,756,752 | |||||||
Revolving line of credit (related party) | — | 1,540,074 | |||||||
Subordinated notes | 5,317,252 | 3,338,114 | |||||||
EB-5 long term promissory notes | 1,036,863 | 1,006,863 | |||||||
Unsecured working capital loans and short-term notes | 2,391,332 | 2,159,291 | |||||||
Total debt | $ | 91,758,183 | $ | 70,045,595 | |||||
Less current portion of long-term debt | 17,965,688 | 34,523,591 | |||||||
Total long term debt | $ | 73,792,495 | $ | 35,522,004 | |||||
Third Eye Capital Note Purchase Agreement | |||||||||
On July 6, 2012, Aemetis, Inc. and Aemetis Advanced Fuels Keyes, Inc., entered into an Amended and Restated Note Purchase Agreement with Third Eye Capital (the “Note Purchase 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”); (ii) senior secured revolving loans in an aggregate principal amount of $18,000,000 (“Revolving Credit Facility”); (iii) senior secured term loans in the principal amount of $10,000,000 to convert the Revenue Participation agreement to a Note (“Revenue Participation Term Notes”); (iv) senior secured term loans in an aggregate principal amount of $15,000,000 (“Acquisition Term Notes”) used to fund the cash portion of the acquisition of Cilion, Inc. After this financing transaction, Third Eye Capital obtained sufficient equity ownership in the Company to be considered a related party (the Term Notes, Revolving Credit Facility, Revenue Participation Term Notes and Acquisition Term Notes are referred to herein collectively as, the “Notes”). Initially, the Acquisition Term Notes and the Revenue Participation Term Notes matured on July 6, 2014*, the Term Notes matured on October 18, 2012 and the Revolving Credit Facility matured on July 6, 2013 with extension rights subject to satification of certain conditions. The maturity dates for both the Term Notes and the Revolving Credit Facility have subsequently been extended to July 6, 2014*. Further details regarding the terms of the Notes are set forth below under the heading “Terms of Third Eye Capital Notes.” | |||||||||
Amendments to Note Purchase Agreement | |||||||||
On October 18, 2012, the Company and Third Eye Capital entered into Limited Waiver and Amendment No. 1 to the Note Purchase Agreement (“Amendment No. 1”), pursuant to which Third Eye Capital agreed to (i) extend the maturity date of the Term Notes to July 6, 2014*; (ii) to increase the amount of the Revolving Credit Facility by $6,000,000, to a total of $24,000,000; (iii) modify the redemption waterfall so that any payments would be applied first to the increase in the Revolving Credit Facility; (iv) grant waivers to the Borrowers’ obligation to pay or comply, and any event of default which has occurred or may occur as a result of such failures of the Borrowers to pay or comply with certain financial covenants and principal payments, including financial covenants for the quarter ended September 30 and December 31, 2012; and (v) agree to defer interest payments until the earlier of certain events described in Amendment No. 1 or February 1, 2013. As consideration for Amendment No. 1, the Company agreed to pay Third Eye Capital: (i) a waiver fee in the amount of $4,000,000; and (ii) cash in the amount of $28,377 for certain unreimbursed costs. The $6,000,000 increase in the Revolving Credit Facility may not be drawn upon due to the additional credit being set aside for fee payments. An immediate $1,000,000 draw from the Revolving Credit Facility paid the first installment of the $4,000,000 waiver fee with the remaining payments due on January 1, 2013, April 1, 2013 and July 1, 2013. Payment of the fees for Amendment No. 1 may be capitalized into the outstanding balance on the Revolving Credit Facility. | |||||||||
On February 27, 2013, the Company and Third Eye Capital entered into Limited Waiver and Amendment No. 2 to the Note Purchase Agreement (“Amendment No. 2”), pursuant to which Third Eye Capital agreed to: (i) provide a Notional Paydown by pledging additional collateral on the Revolving Portion of the Revolving Notes in the amount of $3,100,000, such Notional Paydown was replaced in Amendment No. 3 (defined below) with an increase in the Revolving Credit Facility and the collateral substitution of a pledge of 6,231,159 shares of common stock of the Company held by McAfee Capital LLC; (ii) grant waivers to the Borrowers’ obligation to pay or comply, including financial and production covenants for the quarter ended March 31 and June 30, 2013; (iii) extend the date of the next interest payment until the earlier of certain events described in Amendment No. 2 or May 1, 2013, and (iv) allow the Borrowers to pay the Partial Amendment Fee of $1,000,000 required by Amendment No 1. and due January 1, 2013 through the issuance of 1,481,481 shares of the Company’s common stock. As consideration for the amendment, the Company agreed to: (i) pay a waiver fee comprised of $1,500,000 and (ii) issue 750,000 common shares of the Company with a fair value of $414,712 at time of issuance. In addition, the interest rate on all outstanding indebtedness with Third Eye Capital increased 5% until certain conditions are met. | |||||||||
On April 15, 2013, the Company and Third Eye Capital entered into Limited Waiver and Amendment No. 3 to the Note Purchase Agreement (“Amendment No. 3”), pursuant to which Third Eye Capital agreed to waive the following covenants of the Company in their entirety: (i) obligation to obtain an NASDAQ listing by April 1, 2013; (ii) obligation to cause the Chairman to enter into certain agreements; and (iii) obligation to deliver an auditor opinion as of and for the period ended December 31, 2012 without a going concern qualification. In addition, Third Eye Capital agreed to (i) extend the completion date of the conversion of the Keyes Plant to accommodate an 80:20 corn-to-milo ratio to May 31, 2013, (ii) amend the redemption provision to require 50% of the net proceeds of any equity offering in excess of $1,500,000 to repay Amendment No. 2 advance and 100% of the net proceeds of any equity offering in excess of $7,000,000 to repay Amendment No. 3, and (iii) increase the balance of the Revolving Credit Facility by an amount equal to the February 2013 advance of $3,100,000 and the waiver fee of $1,500,000. As consideration for Amendment No. 3, the Company agreed to: (i) pay a waiver fee of $500,000 (which is added to the outstanding principal balance of the Revolving Credit Facility and (ii) require McAfee Capital, LLC to pledge and deliver an additional 6,231,159 Common Shares of the Company to Third Eye Capital. The $3,100,000 advance provided by Amendment No. 3, together with all accumulated interest, shall be repaid in full no later than September 30, 2013 and 5% increase in interest from Amendment No. 2 was waived as the Company met certain conditions. | |||||||||
On April 19, 2013, the Company and Third Eye Capital entered into Limited Waiver and Amendment No. 4 to the Note Purchase Agreement (“Amendment No. 4”), pursuant to which Third Eye Capital provided additional borrowings of $2,000,000 with the same terms as the existing Revolving Credit Facility. As consideration for the Amendment No. 4 financing, the Company agreed to (i) pay Third Eye Capital a placement fee of $300,000, which was be added to the balance of the Revolving Credit Facility and (ii) issue Third Eye Capital 1,000,000 shares of common stock of the Company. Eric A. McAfee, the Company’s CEO and Chairman of the Board, further agreed to secure all loans under the Note Purchase Agreement with a blanket lien on substantially all of his personal assets. | |||||||||
On July 26, 2013 with an effective date of June 30, 2013, the Company and Third Eye Capital entered into Limited Waiver and Amendment No. 5 to the Note Purchase Agreement (“Amendment No. 5”), pursuant to which Third Eye Capital agreed to waive the following covenants of the Company in their entirety: (i) obligation to achieve the Milo Conversion by May 31, 2013; (ii) obligation to make principal-reduction payments on weekly and quarter-end basis for the months of May 2013 and June 2013, and all such future payments; (iii) failure to pay accrued interest of $1,369,630 since April 1, 2013; (iv) requirement to maintain trailing free cash flow covenants for fiscal quarters ending June 30, 2013, September 30, 2013 and December 31, 2013 and (v) obligation not to exceed the amount of its debts in a given proportion of the value its Keyes Plant. In addition, Third Eye Capital agreed to extend the maturity date of the Revolving Credit Facility to July 6, 2014*. As well, the Company agreed to (i) make daily interest payments equal to 20% of daily cash deposits from its operations (ii) remit cash deposits from EB-5 Program subscriptions to be applied as principal-reduction payments (iii) use net proceeds of any equity offering of the capital stock to make principal reduction payments (iv) pay accrued interests by issuing additional notes (v) maintain minimum quarterly production of ethanol at the Keyes Plant of 10 million gallons per fiscal quarter; and (vi) modify the waterfall payment schedule to provide priority repayment of the advances (principal and interests) provided by Third Eye Capital in February 2013 and April 2013. As consideration, the Company agreed to pay Third Eye Capital: (i) a waiver fee of $750,000 in shares of common stock; (ii) an amendment fee of $3,000,000, which was added to the principal balance on the Revolving Credit Facility; (iii) an extension fee of $2,200,000 with $1,500,000 to be added to the principal balance of the Revolving Credit Facility on July 6, 2013, $400,000 of the fee payable in cash or stock on August 22, 2013 and $300,000 of the fee payable in cash or stock on September 30, 2013. | |||||||||
The terms of Amendment No. 5 were evaluated in accordance with ASC 470-50 Debt – Modification and Extinguishment and it was determined the loans were extinguished subsequent to period end. Accordingly, a loss on debt extinguishment of $2,520,866 was recorded during the three months ended September 30, 2013 reflecting the timing of the signing of the definitive agreements. | |||||||||
On October 28, 2013 with an effective date of September 30, 2013, the Company and Third Eye Capital entered into Limited Waiver and Amendment No. 6 to the Note Purchase Agreement (“Amendment No. 6”), pursuant to which Third Eye Capital agreed to waive the following covenants of the Company in their entirety: (i) obligation to provide an independent EBITDA and Crush Margin calculation within 30 days was replaced with a covenant to bear the expense and cooperate with consulting firm representing Third Eye Capital for quality of earnings review and assessment and study of procurement strategies and practices; and (ii) sale of certain equipment, which has been replaced with a covenant to remit all future payments received on the sale of equipment to Third Eye Capital within two business days of receipt. Additionally, Third Eye Capital agreed to give the right to extend the maturity date of the Notes to six months from July 6, 2014* upon certain written notice and payment of an additional extension fee equal to 3% of the outstanding balance. Additionally, Third Eye Capital waived the Free Cash Flow requirement for the quarter ended March 31, 2014 and required an issuance of 1,000,000 shares of common stock in the event the Company is unable to obtain a national market listing by December 31, 2013. As consideration, the Company agreed to pay Third Eye Capital: (i) a waiver fee of $500,000 to be added to the principal balance of the Revolving Credit Facility and 1,000,000 shares of common stock of the Company. As a result of the Company’s ability to extend the maturity of the notes under Amendment No. 6, the note balances have been classified as noncurrent liabilities in the accompanying December 31, 2013 balance sheet. | |||||||||
Terms of Third Eye Capital Notes | |||||||||
Details about each portion of the Third Eye Capital financing facility are as follows: | |||||||||
A. | Term Notes. As of December 31, 2013, Aemetis Advanced Fuels Keyes had $7,191,928 in principal and interest outstanding, net of unamortized fair value discounts of $340,114. The Term Notes mature on July 6, 2014*. Interest on the Term Notes accrues at 14% per annum. The Term Notes contain various covenants, including but not limited to, minimum free cash flow and production requirements and restrictions on capital expenditures. On July 26, 2013 and October 28, 2013, the Company received waivers for certain covenants by Amendment No. 5 and Amendment No. 6. Additionally, Amendment No. 5 waived the requirement for minimum monthly base payments, interest payments and mandatory tiered redemption payments in favor of a daily cash flow sweep equal to 20% of cash deposits from operating activities. | ||||||||
B. | Revolving Credit Facility. On July 6, 2012 Aemetis Advanced Fuels Keyes entered into a Revolving Credit Facility with a commitment of $18,000,000. Through various amendments discussed above, the amount of the Revolving Loan Facility was increased to approximately $39,000,000. Interest on the Revolving Credit Facility accrues at the prime rate plus 13.75% (17% as of December 31, 2013) payable monthly in arrears. The Revolving Credit Facility matures on July 6, 2014*. As of December 31, 2013 Aemetis Advanced Fuels Keyes had $38,349,178 in principal and interest outstanding, net of unamortized debt issuance costs of $1,791,357, on the credit facility with available credit set aside to pay Third Eye Capital. | ||||||||
C. | Revenue Participation Term Notes. The Revenue Participation Note bears interest at 5% per annum and matures on July 6, 2014*. As of December 31, 2013 Aemetis Advanced Fuels Keyes had $9,464,826 in principal and interest outstanding, net of unamortized discounts of $919,486. | ||||||||
D. | Acquisition Term Notes. The Acquisition Term Notes accrue interest at prime rate plus 10.75% (14% per annum as of December 31, 2013) and mature on July 6, 2014*. As of December 31, 2013 Aemetis Facility Keyes had $17,280,456 in principal and interest outstanding, net of unamortized discounts of $749,516. | ||||||||
*The note can be extended by the Company to January 2015 during the period from April 2014 to May 2014. In doing so the Company is required to pay a fee of 3% of the carrying value of the debt. | |||||||||
The Third Eye Capital Notes are secured by first-lien deeds of trust on all real and personal property, and assignment of proceeds from all government grants and guarantees from Aemetis, Inc. The Notes all contain cross-collateral and cross-default provisions. McAfee Capital, solely owned by Eric McAfee, the Company’s Chairman and CEO, provided a guaranty of payment and performance secured by Company shares owned by the Guarantor. In addition, Eric McAfee provided a blanket lien on substantially all of his personal assets, and a guarantee in the amount of $8,000,000 from McAfee Capital. | |||||||||
Cilion shareholder Seller note payable. The Company’s merger with Cilion on July 6, 2012 provided $5,000,000 in notes payable to Cilion shareholders as merger 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 December 31, 2013, Aemetis Facility Keyes had $4,869,244 in principal and interest outstanding, net of unamortized debt discount of $353,906, under the Cilion shareholder Seller note payable. | |||||||||
State Bank of India secured term loan. On July 17, 2008, Universal Biofuels Private Limited (“UBPL”), the Company’s India operating subsidiary, entered into a six year secured term loan with the State Bank of India in the amount of approximately $6,000,000. The term loan matures in March 2014 and is secured by UBPL’s assets, consisting of the biodiesel plant and land in Kakinada. | |||||||||
In July 2008 the Company drew approximately $4,600,000 against the secured term loan. The loan principal amount is repayable in 20 quarterly installments of approximately $270,000, using exchange rates corresponding to the date of payment, with the first installment due in June 2009 and the last installment payment due in March 2014. As of December 31, 2013, the 12% interest rate under this facility is subject to adjustment every two years, based on 0.25% above the Reserve Bank of India advance rate. | |||||||||
The principal payments scheduled for June 2009 through September 2013 were not made. The term loan provides for liquidating damages at a rate of 2% per annum for the period of default. | |||||||||
On October 7, 2009, UBPL received a demand notice from the State Bank of India. The notice informs UBPL that an event of default has occurred for failure to make an installment payment on the loan due in June 2009 and demands repayment of the entire outstanding indebtedness of 19.60 Crores (approximately $3,200,000) together with all accrued interest thereon and any applicable fees and expenses by October 10, 2009. As of December 31, 2013, UBPL was in default on interest and principal repayments, and all covenants, including asset coverage and debt service coverage ratios. Additional provisions of default include the bank having the unqualified right to disclose or publish the Company’s name and its director’s names as defaulter in any medium or media. At the bank’s option, it may also demand payment of the balance of the loan, since the principal payments have been in default since June 2009. As a result, the Company has classified the entire loan amount as current. State Bank of India has filed a legal case before the Debt Recovery Tribunal (DRT), Hyderabad, for recovery of approximately $5,000,000 against the company and also impleaded Andhra Pradesh Industrial Infrastructure Corporation (APIIC) to expedite the process of registration of the factory land for which counter reply is yet to be filed by APIIC. In the case that the Company is unable to prevail with its legal case, DRT may pass a decree for recovery of due amount, which will impact operations of the Company, including the action to seize company property for recovery of debt due. As of December 31, 2013 and December 31, 2012, the State Bank of India loan had $3,168,237 and $3,573,027, respectively, in principal outstanding and accrued interest plus default interest of $2,688,867 and $2,188,691, and unamortized issuance discount of none and $4,966, respectively. | |||||||||
Revolving line of credit (related party). The Company had a subordinated Revolving Line of Credit Agreement with Laird Cagan and other related party investors for up to $5,000,000 of principal borrowings (the “Related Party Credit Agreement”). The Related Party Credit Agreement carried an interest rate of 10% per annum. On April 18, 2013, the Company issued 1,826,547 shares of common stock and transferred an existing deposit held by Aemetis Advanced Fuels Keyes, Inc. in the amount of $170,000, as payment for $991,946 of interest and fees outstanding under the Related Party Credit Agreement and issued new term notes to two non-related parties in the amount of $560,612 for payment of the remaining principal, interest and fees. | |||||||||
During the twelve months ended December 31, 2013 and 2012, Mr. Cagan’s investment group received none and $93,163 in cash principal or interest payments, respectively. As of December 31, 2013 and 2012 the Related Party Credit Agreement had a principal, interest and fees balance of none and $1,540,074, respectively. No amounts remain available for future draw under the Related Party Credit Agreement. | |||||||||
Subordinated Notes. On January 6 and January 9, 2012, Aemetis Advanced Fuels Keyes, Inc. entered into Note and Warrant Purchase Agreements with two accredited investors pursuant to which it issued $3,000,000 in 5% annual interest rate notes to the investors (the “Sub Notes”). An additional $600,000 and $800,000 in Sub Notes were issued to one of the existing accredited investor’s Sub Notes balance in May and December 2012, respectively. This same accredited investor received payments of $600,000 in principal and $3,288 in interest in July 2012. The Notes included 5-year warrants exercisable for 1,733,333 shares of Aemetis common stock at a price of $0.001 per share, subject to adjustment. Interest is due at maturity. The Sub Notes are guaranteed by Aemetis and are due and payable upon the earlier of (i) December 31, 2013; (ii) completion of an equity financing by AAFK or Aemetis in an amount of not less than $25,000,000; (iii) the completion of an Initial Public Offering by AAFK or Aemetis; or (iv) after the occurrence of an Event of Default, including failure to pay interest or principal when due and breaches of note covenants. 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, except for a few exceptions where subordinated note investors will receive funds from EB-5 investments or sale of equipment. | |||||||||
On January 10, 2013, the Sub Note investors agreed to Amendment No. 1 to the Sub Notes, which allowed for (i) extending the maturity date to July 1, 2014, (ii) increasing the interest rate to 10% per annum, (iii) paying a 10% fee on the outstanding principal and interest as of December 31, 2012 and adding the 10% fee to the principal amount of the note, and, (iv) receiving 1,000,000 warrants exercisable at a price of $0.001 per share. The amendment of January 10, 2013 and the refinancing of December 21, 2012 were evaluated in accordance with ASC 470-50 Debt – Modification and Extinguishment and it was determined the loans were extinguished during the period and accordingly a loss on debt extinguishment of $956,480 was recorded. | |||||||||
On January 14, 2013, Laird Cagan, a related party, loaned $106,201 through a promissory note maturing on April 30, 2013 with a 5 percent annualized interest rate and the right to exercise 53,101 warrants exercisable at $0.001 per share. | |||||||||
On January 24, 2013 an additional $300,000 in subordinated promissory notes (the “Jan. 2013 Sub Notes”) were issued to an existing Sub Note investor along with warrants to purchase 150,000 shares of our common stock at $0.001 per share. The Jan. 2013 Sub Notes bear interest at 5% per annum and were due April 30, 2013 (later extended to June 30, 2014) with conditions for repayment of (i) the completion of an equity or debt private placement by the Company or Aemetis in an amount of not less than $25,000,000; (ii) the completion of an Initial Public Offering by the Company; and, (iii) the Company shall repay principal amount under the Note upon receipt of proceeds from the EB-5 investor program and from proceeds from California Energy Commission grants. | |||||||||
On May 23, 2013 Aemetis Advanced Fuels Keyes refinanced three existing subordinated promissory notes from the same accredited investor, which included: (i) $500,000 of the Sub Notes issued on December 28, 2012; (ii) the $100,000 January 19, 2013 5% Note; and (iii) the $300,000 Jan. 2013 Sub Notes, by issuing a replacement promissory note (the “May 2013 Sub Note). In connection with the refinancing, the annual interest rate was increased to 10% and the maturity date was extended to December 31, 2013. A 10 percent cash extension fee was paid by adding the fee to the balance of the new note and warrants to purchase 300,000 shares of our common stock were granted with a term of five years and an exercise price of $0.001 per share. We evaluated these May 23, 2013 amendments and the refinancing terms of the three Notes and determined in accordance with ASC 470-50 Debt – Modification and Extinguishment that the loans were extinguished and as a result a loss on debt extinguishment of $231,191 was recorded. | |||||||||
On January 1, 2014, the May 2013 Sub Note was amended to extend the maturity date until the earlier of (i) June 30, 2014; (ii) completion of an equity financing by AAFK or Aemetis in an amount of not less than $25,000,000; (iii) the completion of an Initial Public Offering by AAFK or Aemetis; or (iv) after the occurrence of an Event of Default, including failure to pay interest or principal when due and breaches of note covenants. A 10 percent cash extension fee was paid by adding the fee to the balance of the new Note and 300,000 in common stock warrants were granted with a term of five years and an exercise price of $0.001 per share. We evaluated these January 1, 2014 amendments and the refinancing terms of the Note and determined in accordance with ASC 470-50 Debt – Modification and Extinguishment that the loan was extinguished and as a result a loss on debt extinguishment of approximately $115,000 was recorded in January 2014. See Note 18 – Subsequent Events. | |||||||||
At December 31, 2013 and December 31, 2012, the Company owed, in aggregate, subordinated notes in the amount of $5,317,252 and $3,338,114 in principal and interest outstanding, net of unamortized issuance and fair value discounts of $261,325 and $612,365, respectively. | |||||||||
EB-5 long-term promissory notes. EB-5 is a US 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. On March 4, 2011, and amended January 19, 2012, and July 24, 2012, the Company entered into a Note Purchase Agreement 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 bearing interest at 3%, each note in the principal amount of $500,000 due and payable four years from the date of the note for a total aggregate principal amount of up to $36,000,000. The notes are convertible after three years at a conversion price of $3.00 per share. | |||||||||
Advanced BioEnergy, LP arranges investments with foreign investors, who each make investments in the Keyes plant project in investment increments of $500,000. The Company sold notes in the amount of $1,000,000 to the first two investors during the fourth quarter of 2012. As of December 31, 2013, $36,863 in accrued interest remained outstanding on the notes. The availability of the remaining $35,000,000 will be determined by the ability of Advanced BioEnergy, LP to attract additional qualified investors. | |||||||||
Unsecured working capital loans. In November 2008, the Company entered into an operating agreement with Secunderabad Oils Limited (“Secunderabad”). Under this agreement Secunderabad 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 of fifteen percent (15%). In return, the Company agreed to pay Secunderabad an amount equal to 30% of the plant’s monthly net operating profit. In the event that the Company’s biodiesel facility operates at a loss, Secunderabad owes the Company 30% of the losses. The agreement can be terminated by either party at any time without penalty. | |||||||||
During the twelve months ended December 31, 2013 and 2012, the Company made principal payments to Secunderabad of approximately $4,772,000 and $2,383,000, respectively, under the agreement and interest payments of approximately $181,000 and $174,000, respectively, for working capital funding. At December 31, 2013 and 2012 the Company had approximately $1,905,000 and $1,710,000 outstanding under this agreement, respectively. | |||||||||
Short-term notes. Aemetis Technologies, formerly Zymetis, Inc., carries certain debt obligations associated with a series of grants issued by the Maryland Department of Business and Economic Development to Zymetis prior to the merger. These grants were converted to promissory notes with interest upon the achievement of certain objectives. At December 31, 2013 and 2012, the Company had approximately $486,000 and $449,000 outstanding under these agreements, respectively. | |||||||||
Scheduled debt repayments for loan obligations follow: | |||||||||
For the twelve months ending December 31,2013 | |||||||||
2014 | $18,227,013 | ||||||||
2015* | 74,686,860 | ||||||||
2016 | 2,223,151 | ||||||||
2017 | 1,036,863 | ||||||||
Total | $96,173,887 | ||||||||
Debt discount at 12/31/13 | (4,415,704) | ||||||||
Total Debt, net of discounts | $91,758,183 | ||||||||
*Due to the Company’s ability to extend the maturity of the Third Eye Capital notes by six months from the scheduled maturity of July 2014, the amounts are reflected above as a 2015 maturity. | |||||||||
6_Operating_Leases
6. Operating Leases | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Commitments and Contingencies Disclosure [Abstract] | ' | ||||
6. Operating Leases | ' | ||||
As of December 31, 2013, the Company, through its subsidiaries, has non-cancelable future minimum operating lease payments for various office space locations. Future minimum operating lease payments are as follows: | |||||
For the twelve months ended December 31, | |||||
2014 | $ | 314,371 | |||
2015 | 150,118 | ||||
Total | $ | 464,489 | |||
In June 2013, the Company entered into a sublease agreement with Splunk, Inc. for approximately 3,000 square feet of leased space. The lease expires in May 2014. For the year ending December 31, 2013, the Company received from Splunk Inc., approximately $80,000 in rent reimbursement. For the years ended December 31, 2013 and 2012, the Company recognized rent expense of $385,983 and $2,170,824, respectively. |
7_Stockholders_Equity
7. Stockholders Equity | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Stockholders' equity/(deficit) | ' | ||||||||||||
7. Stockholders Equity | ' | ||||||||||||
The Company is authorized to issue up to 400,000,000 shares of common stock, $0.001 par value and 65,000,000 shares of preferred stock, $0.001 par value. | |||||||||||||
Convertible Preferred Stock | |||||||||||||
The following is a summary of the authorized, issued and outstanding convertible preferred stock: | |||||||||||||
Authorized | Shares Issued and | ||||||||||||
Shares | Outstanding December 31, | ||||||||||||
2013 | 2012 | ||||||||||||
Series B preferred stock | 7,235,565 | 2,401,061 | 3,097,725 | ||||||||||
Undesignated | 57,764,435 | — | — | ||||||||||
65,000,000 | 2,401,061 | 3,097,725 | |||||||||||
Our Articles of Incorporation authorize the Company’s board to issue up to 65,000,000 shares of preferred stock, $0.001 par value, in one or more classes or series within a class upon authority of the board without further stockholder approval. | |||||||||||||
Significant terms of the designated preferred stock are as follows: | |||||||||||||
Voting. Holders of the Company’s Series B preferred stock are entitled to the number of votes equal to the number of shares of Common Stock into which the shares of Series B preferred stock held by such holder could be converted as of the record date. Cumulative voting with respect to the election of directors is not allowed. Currently each share of Series B preferred stock is entitled to one vote per share of Series B preferred stock. In addition, without obtaining the approval of the holders of a majority of the outstanding preferred stock, the Company cannot: | |||||||||||||
● | Increase or decrease (other than by redemption or conversion) the total number of authorized shares of Series B preferred stock; | ||||||||||||
● | Effect an exchange, reclassification, or cancellation of all or a part of the Series B preferred stock, including a reverse stock split, but excluding a stock split; | ||||||||||||
● | Effect an exchange, or create a right of exchange, of all or part of the shares of another class of shares into shares of Series B preferred stock; or | ||||||||||||
● | Alter or change the rights, preferences or privileges of the shares of Series B preferred stock so as to affect adversely the shares of such series. | ||||||||||||
Dividends. Holders of all of the Company’s shares of Series B preferred stock are entitled to receive non-cumulative dividends payable in preference and before any declaration or payment of any dividend on common stock as may from time to time be declared by the board of directors out of funds legally available for that purpose at the rate of 5% of the original purchase price of such shares of preferred stock. No dividends may be made with respect to the Company’s common stock until all declared dividends on the preferred stock have been paid or set aside for payment to the preferred stock holders. To date, no dividends have been declared. | |||||||||||||
Liquidation Preference. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company, the holders of the Series B preferred stock are entitled to receive, prior and in preference to any payment to the holders of the common stock, $3.00 per share plus all declared but unpaid dividends (if any) on the Series B preferred stock. If the Company’s assets legally available for distribution to the holders of the Series B preferred stock are insufficient to permit the payment to such holders of their full liquidation preference, then the Company’s entire assets legally available for distribution are distributed to the holders of the Series B preferred stock in proportion to their liquidation preferences. After the payment to the holders of the Series B preferred stock of their liquidation preference, the Company’s remaining assets legally available for distribution are distributed to the holders of the common stock in proportion to the number of shares of common stock held by them. A liquidation, dissolution or winding up includes (a) the acquisition of the Company by another entity by means of any transaction or series of related transactions to which the Company is party (including, without limitation, any stock acquisition, reorganization, merger or consolidation but excluding any sale of stock for capital raising purposes) that results in the voting securities of the Company outstanding immediately prior thereto failing to represent immediately after such transaction or series of transactions (either by remaining outstanding or by being converted into voting securities of the surviving entity or the entity that controls such surviving entity) a majority of the total voting power represented by the outstanding voting securities of the Company, such surviving entity or the entity that controls such surviving entity, or (b) a sale, lease or other conveyance of all or substantially all of the assets of the Company. | |||||||||||||
Conversion. Holders of Series B preferred stock have the right, at their option at any time, to convert any shares into common stock. Each share of preferred stock will convert into one share of common stock, at the current conversion rate. The conversion ratio is subject to adjustment from time to time in the event of certain dilutive issuances and events, such as stock splits, stock dividends, stock combinations, reclassifications, exchanges and the like. In addition, at such time as the Registration Statement covering the resale of the shares of common stock is issuable, then all outstanding Series B preferred stock shall be automatically converted into common stock at the then effective conversion rate. | |||||||||||||
Mandatorily Redeemable Series B preferred stock. In connection with the election of dissenters’ rights by the Cordillera Fund, L.P., at December 31, 2008 the Company reclassified 583,334 shares with an original purchase price of $1,750,002 out of shareholders’ equity to a liability called “mandatorily redeemable Series B preferred stock” and accordingly reduced stockholders’ equity by the same amount to reflect the Company’s obligations with respect to this matter. The obligation accrues interest at the rate of 5.25% per year. At December 31, 2013 and 2012, the Company had accrued an outstanding obligation of $2,539,528 and $2,437,649, respectively. Full cash payment to the Cordillera Fund is past due. The Company expects to pay this obligation upon availability of funds after paying senior secured obligations. | |||||||||||||
8_Outstanding_Warrants
8. Outstanding Warrants | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Text Block [Abstract] | ' | ||||||||||||
8. Outstanding Warrants | ' | ||||||||||||
For the twelve months ended December 31, 2013, the Company granted 5,818,439 common stock warrants, which had the potential to enhance returns for accredited investors who entered into additional Notes, Warrant Purchase Agreements, and equity offering agreements as well as provide incentives to certain employees and board members. The accredited investors received 2 to 10 year warrants exercisable between $0.001 and $0.50 per share in the equity offering agreements as part of debt or fees payment agreements. Employee and board members were offered common stock warrants with an exercise price of $0.40 per share during the twelve months ended December 31, 2013. | |||||||||||||
For the twelve months ended December 31, 2013, Note investors exercised 2,638,636 warrant shares at an exercise price of $0.001 to $0.12 per share. | |||||||||||||
For the twelve months ended December 31, 2013, 33,334 Series A Preferred stock warrants and 255,668 common stock warrants expired, both classes of warrant shares having a weighted average exercise price of $1.50 and $0.12 per share respectively. | |||||||||||||
A summary of historical warrant activity for the years ended December 31, 2013 and 2012 follows: | |||||||||||||
Warrants Outstanding & Exercisable | Weighted - Average Exercise Price | Average Remaining Term in Years | |||||||||||
Outstanding December 31, 2011 | 1,428,590 | 0.35 | 4.08 | ||||||||||
Granted | 1,816,000 | 0.001 | - | ||||||||||
Exercised | (1,432,667 | ) | 0.001 | - | |||||||||
Expired | (5,000 | ) | 3 | - | |||||||||
Outstanding December 31, 2012 | 1,806,923 | $ | 0.27 | 2.67 | |||||||||
Granted | 5,818,439 | 0.26 | - | ||||||||||
Exercised | (2,638,636 | ) | 0.01 | - | |||||||||
Expired | (289,002 | ) | 1.18 | - | |||||||||
Outstanding December 31, 2013 | 4,697,724 | 0.34 | 4.85 | ||||||||||
9_Fair_Value_of_Warrants
9. Fair Value of Warrants | 12 Months Ended | |
Dec. 31, 2013 | ||
Notes to Financial Statements | ' | |
9. Fair Value of Warrants | ' | |
The following tables summarize the assumptions used in computing the fair value of liability warrants subject to fair value accounting at the date of issue during the year ended December 31, 2013. | ||
Expected dividend yield | 0% | |
Risk-free interest rate | 0.26% - 1.82% | |
Expected volatility | 74.09% - 98.78% | |
Expected Life (years) | 2.0 – 10.0 | |
Exercise price | $0.001-$0.50 | |
Company stock price | $0.32 - $0.82 | |
The following tables summarize the assumptions used in computing the fair value of liability warrants subject to fair value accounting at the year ended December 31, 2013. | ||
Expected dividend yield | 0% | |
Risk-free interest rate | 0.78% - 1.27% | |
Expected volatility | 76.80% - 78.05% | |
Expected Life (years) | 3.5 – 4.0 | |
Exercise price | $0.00 | |
Company stock price | $0.32 |
10_Fair_Value_Measurements
10. Fair Value Measurements | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Fair Value Disclosures [Abstract] | ' | ||||||||||||||||
10. Fair Value Measurements | ' | ||||||||||||||||
The Company complies with the fair value measurements and disclosures standard which defines fair value, establishes a framework for measuring fair value, and expands disclosure for those assets and liabilities carried on the balance sheet on a fair value basis. | |||||||||||||||||
The Company's balance sheet contains derivative financial instruments that are recorded at fair value on a recurring basis. Fair value measurements and disclosures require that assets and liabilities carried at fair value be classified and disclosed according to the process for determining fair value. There are three levels of determining fair value. | |||||||||||||||||
Level 1 uses quoted market prices in active markets for identical assets or liabilities. | |||||||||||||||||
Level 2 uses observable market based inputs or unobservable inputs that are corroborated by market data. | |||||||||||||||||
Level 3 uses unobservable inputs that are not corroborated by market data. | |||||||||||||||||
A description of the valuation methodologies used for instruments measured at fair value, as well as the general classification of such instruments pursuant to the valuation hierarchy, is set forth below. | |||||||||||||||||
Warrant liability: The warrant liability consists of stock warrants issued by the Company that contain conditional obligation to repurchase feature. In accordance with accounting for warrants as liabilities, the Company calculated the fair value of warrants under Level 3 using the assumptions described in “Fair Value of Warrants”. Realized and unrealized gains and losses related to the change in fair value of the warrant liability are included in other income (expense) on the Statement of Operations. | |||||||||||||||||
The following table summarizes financial liabilities measured at fair value on a recurring basis as of December 31, 2013 and 2012, segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value: | |||||||||||||||||
Total | Level 1 | Level 2 | Level 3 | ||||||||||||||
2013 | |||||||||||||||||
Warrant liability | $ | 59,593 | $ | - | $ | - | $ | 59,593 | |||||||||
2012 | |||||||||||||||||
Warrant liability | $ | 267,950 | $ | - | $ | - | $ | 267,950 | |||||||||
The following table reflects the activity for liabilities measured at fair value using Level 3 inputs for the twelve months ended December 31, 2013: | |||||||||||||||||
Balance as of December 31, 2011 | $ | - | |||||||||||||||
Issuances of warrant liabilities | 1,189,095 | ||||||||||||||||
Exercise of warrant liabilities | (1,018,167 | ) | |||||||||||||||
Realized and unrealized loss related to change in fair value | 97,022 | ||||||||||||||||
Balance as of December 31, 2012 | $ | 267,950 | |||||||||||||||
Issuances of warrant liabilities | 995,418 | ||||||||||||||||
Exercise of warrant liabilities | (1,006,648 | ) | |||||||||||||||
Realized and unrealized loss related to change in fair value | (197,127 | ) | |||||||||||||||
Balance as of December 31, 2013 | $ | 59,593 | |||||||||||||||
Certain financial assets and financial liabilities are measured at fair value on a nonrecurring basis; that is, the instruments are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances (for example, when there is evidence of impairment). Financial assets and financial liabilities measured at fair value on a non-recurring basis were not significant at December 31, 2013. | |||||||||||||||||
11_Stock_Based_Compensation
11. Stock Based Compensation | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Stockholders' equity/(deficit) | ' | ||||||||||||||||
11. Stock Based Compensation | ' | ||||||||||||||||
Common Stock Reserved for Issuance | |||||||||||||||||
Aemetis authorized the issuance of 10,600,434 shares under its 2006 and 2007 Plans and 977,500 outside the plans, which includes both incentive and non-statutory stock options. These options generally expire five years from the date of grant with general vesting term of 1/12th every three months during 2013 and are exercisable at any time after vesting subject to continuation of employment. | |||||||||||||||||
The following is a summary of options granted under the employee stock plans: | |||||||||||||||||
Shares Available | Number of | Weighted-Average | |||||||||||||||
for Grant | Shares Outstanding | Exercise Price | |||||||||||||||
Balance as of December 31, 2011 | 1,656,148 | 6,803,701 | 0.94 | ||||||||||||||
Authorized | 1,000,000 | — | — | ||||||||||||||
Granted | (2,555,000 | ) | 2,555,000 | 0.55 | |||||||||||||
Exercised | — | (321,965 | ) | 0.23 | |||||||||||||
Forfeited/Expired | 1,511,902 | (1,511,902 | ) | 2.17 | |||||||||||||
Balance as of December 31, 2012 | 1,611,134 | 7,524,834 | $ | 0.59 | |||||||||||||
Authorized | 1,000,000 | — | — | ||||||||||||||
Granted | (2,876,000 | ) | 2,876,000 | 0.58 | |||||||||||||
Exercised | — | (264,005 | ) | 0.33 | |||||||||||||
Forfeited/Expired | 1,009,332 | (1,009,332 | ) | 1.53 | |||||||||||||
Balance as of December 31, 2013 | 744,466 | 9,127,497 | $ | 0.49 | |||||||||||||
During 2013 the net 264,005 shares of common stock exercised from the Company’s stock plans had an intrinsic value of $41,434 at time of exercise. The weighted average strike price for the shares exercised was $0.33 per share and the weighted average closing market price at time of exercise was $0.49. The exercised shares hold a restrictive legend. | |||||||||||||||||
For the year ended December 31, 2013 and 2012, the Company recorded option expense in the amount of $521,917 and $255,457, respectively. Included in the year ended December 31, 2013 and 2012, option expenses were $9,703 and $49,121, respectively, of outstanding consultant options subject to periodic fair value re-measurement under ASC 505-50-30 Equity Based Payments to Non Employees. | |||||||||||||||||
Vested and unvested options outstanding under the Aemetis Stock Option Plans as of December 31, 2013 and 2012 follow: | |||||||||||||||||
Number of Shares | Weighted Average Exercise Price | Remaining Contractual Term (In Years) | Average Intrinsic Value1 | ||||||||||||||
2013 | |||||||||||||||||
Vested | 5,163,175 | $ | 0.44 | 1.77 | $ | 523,112 | |||||||||||
Unvested | 3,694,322 | 0.57 | 4.11 | 8,931 | |||||||||||||
Total | 9,127,497 | $ | 0.49 | 2.79 | $ | 532,043 | |||||||||||
2012 | |||||||||||||||||
Vested | 5,061,850 | $ | 0.63 | 2.21 | $ | 2,081,910 | |||||||||||
Unvested | 2,462,984 | 0.52 | 4.69 | 435,197 | |||||||||||||
Total | 7,524,834 | $ | 0.59 | 3.02 | $ | 2,517,107 | |||||||||||
——————— | |||||||||||||||||
(1) Intrinsic value calculation based on the $0.32 and $0.70 closing price of Aemetis stock on December 31, 2013 and 2012, as reported on the Over the Counter Bulletin Board. | |||||||||||||||||
In addition, for year ended December 31, 2013, the Company granted 2,150,000 common stock warrants at $0.40 per warrant to employees and board members and recognized $636,290 in stock compensation expense on these warrants. Please refer Note 8, “Outstanding Warrants” for more information. | |||||||||||||||||
The valuation using the Black-Scholes valuation pricing model is based upon the current market value of the Company’s common stock and other current assumptions, including the expected term (contractual term for consultant options). The Company records the expense related to consultant options using the accelerated expense pattern prescribed in ASC 505-50-30. | |||||||||||||||||
Valuation and Expense Information. The weighted-average fair value calculations for options granted within the period are based on the following weighted average assumptions: | |||||||||||||||||
Fiscal Year Ended December 31 | |||||||||||||||||
2013 | 2012 | ||||||||||||||||
Expected dividend yield | 0 | % | 0 | % | |||||||||||||
Risk-free interest rate | 0.13% - 0.67 | % | 0.28% - 0.38 | % | |||||||||||||
Expected volatility | 60.39% - 79.70 | % | 79.08 | % | |||||||||||||
Expected Life (years) | 1.0 – 3.0 | 2.0 – 3.0 | |||||||||||||||
Weighted average fair value per share of common stock | $ | 0.28 | $ | 0.26 | |||||||||||||
As of December 31, 2013, the Company had $1,005,710 and $5,222 of total unrecognized compensation expense for employees and non-employees, respectively, which the Company will amortize over the 4.11 years of weighted remaining term. | |||||||||||||||||
Non-Plan Stock Options | |||||||||||||||||
In November 2012 the Company issued 977,500 stock options to board members and consultants outside of any Company stock option plan. None of the non-plan options have been exercised. | |||||||||||||||||
Outside Company Stock Plan | |||||||||||||||||
See following for summary of options granted outside the Company stock plans: | |||||||||||||||||
Number of Shares | Weighted Average Exercise Price | Remaining Contractual Term (In Years) | Average Intrinsic Value2 | ||||||||||||||
2013 | |||||||||||||||||
Vested | 690,000 | $ | 0.55 | 3.85 | $ | - | |||||||||||
Unvested | 287,500 | 0.55 | 3.85 | - | |||||||||||||
Total | 977,500 | $ | 0.55 | 3.85 | $ | - | |||||||||||
2012 | |||||||||||||||||
Vested | 402,500 | $ | 0.55 | 4.85 | $ | 60,375 | |||||||||||
Unvested | 575,000 | 0.55 | 4.85 | 86,250 | |||||||||||||
Total | 977,500 | $ | 0.55 | 4.85 | $ | 146,625 | |||||||||||
——————— | |||||||||||||||||
(2) Intrinsic value based on the $0.32 and $0.70 closing price of Aemetis stock on December 31, 2013 and 2012 respectively, as reported on the Over the Counter Bulletin Board. | |||||||||||||||||
12_Agreements
12. Agreements | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Agreements | ' | ||||
12. Agreements | ' | ||||
Working Capital Arrangement. In March 2011, we entered into a Corn Procurement and Working Capital Agreement with J.D. Heiskell. Pursuant to the agreement we agreed to procure whole yellow corn from J.D. Heiskell. We have the ability to obtain corn from other sources subject to certain conditions; however, in 2013 and 2012, all of our corn requirements were purchased from Heiskell. Title to the corn and risk of loss would pass to us when the corn is deposited in the weigh bin. The initial term of the Agreement expired on December 31, 2012 and is automatically renewed for additional one-year terms, currently to December 31, 2014. Heiskell further agrees to sell all ethanol to Kinergy Marketing or other marketing purchaser designated by the Company and all WDG and syrup to A.L. Gilbert. These agreements are ordinary purchase and sale agency agreements for an ethanol plant. See following for J.D. Heiskell & Company sales, net of transportation costs and marketing fees, purchases and accounts receivable as of and for the years ended 2013 and 2012. | |||||
J.D. Heiskell & Company: | |||||
2013 | 2012 | ||||
Sales | |||||
Ethanol | $ | 106,565,941 | $ | 128,830,630 | |
Distillers Grains | 26,490,413 | 35,468,559 | |||
Corn Oil | 2,609,061 | 2,582,858 | |||
Corn Purchases | 95,999,548 | 156,984,918 | |||
Grain Sorghum Purchases | 11,522,666 | - | |||
Accounts Receivable | 641,147 | 394,784 | |||
Accounts Payable | 2,227,828 | 2,650,013 | |||
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 Gilbert. Under the terms of the agreements, subject to certain conditions, the agreements with Kinergy Marketing matures on August 31, 2014 and with A.L Gilbert on December 31, 2014 with automatic one-year renewals thereafter. For the years ended December 31, 2013 and 2012, the Company expensed in total $2,098,484, and $2,394,194, respectively, under the terms of both ethanol and wet distillers grains agreements. | |||||
Acquisition of Cilion. On July 6, 2012, the Company acquired 100% of Cilion, Inc. through a merger. Each issued and outstanding share of Cilion Preferred Stock was automatically converted into the right to receive an aggregate of (a) $16,500,000 cash and (b) 20,000,000 shares of Aemetis common stock and (c) the right to receive an additional cash amount of $5,000,000 plus interest at the rate of 3% per annum, which is payable upon the satisfaction by the Company of certain conditions set forth in the merger agreement. The Seller Note was recorded at its estimated fair value based on an expected term of 2 years and a 22% discount rate. As of December 31, 2013, Aemetis Facility Keyes had $4,869,244 in principal and interest outstanding, net of unamortized debt discount of $353,906. | |||||
13_Segment_Information
13. Segment Information | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Segment Reporting [Abstract] | ' | |||||||
13. Segment Information | ' | |||||||
Segment Information | ||||||||
Aemetis recognizes two reportable geographic segments: “India” and “North America.” | ||||||||
The “India” operating segment encompasses the Company’s 50 MGY 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. | ||||||||
The “North America” operating segment includes the Company’s owned 55 MGY ethanol plant in Keyes, California and its technology lab in College Park, Maryland. As the Company’s technology gains market acceptance, this business segment will 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. | ||||||||
Summarized financial information by reportable segment for the years ended December 31, 2013 and 2012 follow: | ||||||||
For the twelve months ended December 31, | ||||||||
months ended | ||||||||
Statement of Operations Data | 2013 | 2012 | ||||||
Revenues | ||||||||
India | $ | 32,816,122 | $ | 13,547,620 | ||||
North America | 144,697,850 | 175,500,606 | ||||||
Total revenues | $ | 177,513,972 | $ | 189,048,226 | ||||
Cost of goods sold | ||||||||
India | $ | 28,722,704 | $ | 14,191,098 | ||||
North America | 130,497,508 | 183,784,075 | ||||||
Total cost of goods sold | $ | 159,220,212 | $ | 197,975,173 | ||||
Gross profit/(loss) | ||||||||
India | $ | 4,093,418 | $ | (643,478) | ||||
North America | 14,200,342 | (8,283,469) | ||||||
Total gross income/(loss) | $ | 18,293,760 | $ | (8,926,947) | ||||
India: During 2013, three customers accounted for 79% of India sales through their purchase of Refined Glycerin, two customers accounted for 97% of India sales through their purchase of Refined Palm Oil, one customer accounted for 69% of India sales through its purchase of biodiesel. In 2012, two customers accounted for 45.8% of sales through their purchase of Refined Palm Oil. One customer accounted for 10.7% of consolidated sales through its purchase of biodiesel. | ||||||||
North America: In 2013 and 2012, all of the Company’s revenues from sales of ethanol, WDG and corn oil were sold to J.D. Heiskell pursuant to the Corn Procurement and Working Capital Agreement. Sales to J.D. Heiskell accounted for 93% of the Company’s North American segment consolidated revenues in both 2013 and 2012. | ||||||||
Company total assets by segment follow: | ||||||||
Total Assets Data | Year Ended December 31 | |||||||
2013 | 2012 | |||||||
India | $ | 13,958,695 | $ | 15,597,333 | ||||
North America | 83,183,197 | 81,274,826 | ||||||
Total Assets | $ | 97,141,892 | $ | 96,872,159 | ||||
14_Quarterly_Financial_Data_Un
14. Quarterly Financial Data (Unaudited) | 12 Months Ended | ||||||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||||||
Quarterly Financial Information Disclosure [Abstract] | ' | ||||||||||||||||||||
14. Quarterly Financial Data (Unaudited) | ' | ||||||||||||||||||||
A summary of the unaudited quarterly results of operations for the years ended December 31, 2013 and 2012 is as follows: | |||||||||||||||||||||
2013 | |||||||||||||||||||||
Certain balances on the quarterly results of operations for the quarters ended March 31, 2013, June 30, 2013 and September 30, 2013 have been reclassified, with no effect on net income (loss), to be consistent with the classifications adopted for the year ended December 31, 2013. A summary of the unaudited quarterly results of operations incorporating these changes discussed above for the years ended December 31, 2013 and 2012 is as follows: | |||||||||||||||||||||
For the three months ended | For the year ended | ||||||||||||||||||||
March 31, | June 30, | September 30, | December 31, | December 31, | |||||||||||||||||
2013 | 2013 | 2013 | 2013 | 2013 | |||||||||||||||||
Revenues | $ | 19,420,214 | $ | 47,352,509 | $ | 56,687,910 | $ | 54,053,339 | $ | 177,513,972 | |||||||||||
Cost of goods sold | 19,172,500 | 43,602,242 | 53,652,334 | 42,793,136 | 159,220,212 | ||||||||||||||||
Gross profit | 247,714 | 3,750,267 | 3,035,576 | 11,260,203 | 18,293,760 | ||||||||||||||||
Research and development expenses | 228,759 | 123,822 | 115,099 | 71,242 | 538,922 | ||||||||||||||||
Selling, general and administrative expenses | 4,215,546 | 3,983,544 | 3,878,786 | 3,197,232 | 15,275,108 | ||||||||||||||||
Operating income/(loss) | (4,196,591 | ) | (357,099 | ) | (958,309 | ) | 7,991,729 | 2,479,730 | |||||||||||||
Other income/(expense) | |||||||||||||||||||||
Interest expense | |||||||||||||||||||||
Interest rate expense | (2,670,702 | ) | (2,912,590 | ) | (2,932,592 | ) | (3,291,260 | ) | (11,807,144 | ) | |||||||||||
Amortization expense | (2,274,262 | ) | (6,071,548 | ) | (2,019,779 | ) | (2,102,795 | ) | (12,468,384 | ) | |||||||||||
Loss on debt extinguishment | (956,480 | ) | (231,191 | ) | (2,520,866 | ) | - | (3,708,537 | ) | ||||||||||||
Interest income | 348 | 1,424 | 7,974 | 298 | 10,044 | ||||||||||||||||
Gain on sale of assets | 126,160 | 47,774 | 107,759 | 47,062 | 328,755 | ||||||||||||||||
Other income/(expense) | 163,122 | (69,228 | ) | 27,032 | 613,166 | 734,092 | |||||||||||||||
Income /(Loss) before income taxes | (9,808,405 | ) | (9,592,458 | ) | (8,288,781 | ) | 3,258,200 | (24,431,444 | ) | ||||||||||||
Income tax expense | (5,600 | ) | - | (165 | ) | (5,765 | ) | ||||||||||||||
Net income /(loss) | (9,814,005 | ) | (9,592,458 | ) | (8,288,781 | ) | 3,258,035 | (24,437,209 | ) | ||||||||||||
Other comprehensive income | |||||||||||||||||||||
Foreign currency translation adjustment | 199,250 | (599,566 | ) | (274,988 | ) | 76,861 | (598,443 | ) | |||||||||||||
Comprehensive (loss)/income | $ | (9,614,755 | ) | $ | (10,192,024 | ) | $ | (8,563,769 | ) | $ | 3,334,896 | $ | (25,035,652 | ) | |||||||
Net (loss)/income per common share | |||||||||||||||||||||
Basic | $ | (0.05 | ) | $ | (0.05 | ) | $ | (0.04 | ) | $ | 0.02 | $ | (0.13 | ) | |||||||
Diluted | $ | (0.05 | ) | $ | (0.05 | ) | $ | (0.04 | ) | $ | 0.02 | $ | (0.13 | ) | |||||||
Weighted average shares outstanding | |||||||||||||||||||||
Basic | 182,234,236 | 189,636,949 | 193,901,845 | 198,056,980 | 191,008,919 | ||||||||||||||||
Diluted | 182,234,236 | 189,636,949 | 193,901,845 | 202,718,409 | 191,008,919 | ||||||||||||||||
2012 | |||||||||||||||||||||
For the three months ended | For the year | ||||||||||||||||||||
Ended | |||||||||||||||||||||
31-Mar-12 | 30-Jun-12 | 30-Sep-12 | 31-Dec-12 | 31-Dec-12 | |||||||||||||||||
Revenues | 44,195,776 | 44,279,866 | 53,408,202 | 47,164,382 | 189,048,226 | ||||||||||||||||
Cost of goods sold | 46,454,288 | 46,300,806 | 55,670,850 | 49,549,229 | 197,975,173 | ||||||||||||||||
Gross loss | (2,258,512 | ) | (2,020,940 | ) | (2,262,648 | ) | (2,384,847 | ) | (8,926,947 | ) | |||||||||||
Research and development | 192,617 | 148,704 | 142,498 | 136,549 | 620,368 | ||||||||||||||||
Selling, general and administrative expenses | 1,962,841 | 2,412,495 | 2,551,415 | 4,686,606 | 11,613,357 | ||||||||||||||||
Operating loss | (4,413,970 | ) | (4,582,139 | ) | (4,956,561 | ) | (7,208,002 | ) | (21,160,672 | ) | |||||||||||
Other income/(expense) | |||||||||||||||||||||
Interest income | 348 | 1,840 | 348 | 2,440 | 4,976 | ||||||||||||||||
Interest expense | (3,965,047 | ) | (5,304,917 | ) | (3,376,796 | ) | (5,011,155 | ) | (17,657,915 | ) | |||||||||||
Other income/(expense) | 18,211 | (99,569 | ) | 54,219 | (140,136 | ) | (167,275 | ) | |||||||||||||
Gain on acquisition bargain purchase | - | - | 42,335,876 | - | 42,335,876 | ||||||||||||||||
Loss on debt extingishment | - | - | (9,068,868 | ) | - | (9,068,868 | ) | ||||||||||||||
Gain on sales of assets | - | 236,830 | - | 113,526 | 350,356 | ||||||||||||||||
Income/(loss) before income taxes | (8,360,458 | ) | (9,747,955 | ) | 24,988,218 | (12,243,327 | ) | (5,363,522 | ) | ||||||||||||
Income taxes benefit/(expense) | (4,000 | ) | - | 1,085,257 | - | 1,081,257 | |||||||||||||||
Net income/(loss) | (8,364,458 | ) | (9,747,955 | ) | 26,073,475 | (12,243,327 | ) | (4,282,265 | ) | ||||||||||||
Other comprehensive income/(loss) | |||||||||||||||||||||
Foreign currency translation adjustment | 310,983 | (226,977 | ) | 336,285 | (494,822 | ) | (74,531 | ) | |||||||||||||
Comprehensive income/(loss) | (8,053,475 | ) | (9,974,932 | ) | 26,409,760 | (12,738,149 | ) | (4,356,796 | ) | ||||||||||||
Income/(loss) per common share attributable to Aemetis, Inc. | |||||||||||||||||||||
Basic | (0.06 | ) | (0.07 | ) | 0.15 | (0.07 | ) | (0.03 | ) | ||||||||||||
Diluted | (0.06 | ) | (0.07 | ) | 0.15 | (0.07 | ) | (0.03 | ) | ||||||||||||
Weighted average shares outstanding | |||||||||||||||||||||
Basic | 131,128,280 | 133,239,456 | 168,583,985 | 170,734,618 | 151,023,977 | ||||||||||||||||
Diluted | 131,128,280 | 133,239,456 | 176,559,067 | 170,734,618 | 151,023,977 | ||||||||||||||||
15_Related_Party_Transactions
15. Related Party Transactions | 12 Months Ended |
Dec. 31, 2013 | |
Related Party Transactions [Abstract] | ' |
15. Related Party Transactions | ' |
The Company owes Eric McAfee and McAfee Capital, solely owned by Eric McAfee, amounts of $ 966,935 and $1,262,133 in connection with employment agreements and expense reimbursements, which are included in accrued expenses and accounts payable on the balance sheet as of December 31, 2013 and 2012. For the years ended December 31, 2013 and 2012, the Company expensed $53,594 and $65,343, respectively, to reimburse actual expenses incurred for McAfee Capital and related entities. | |
For the years ending December 31, 2013 and 2012, Eric McAfee received payments from the Company of principal, interest and fees associated with a revolving line of credit co-owned with Laird Cagan, a related party, and other investors, by converting part of the balance due for 1,171,536 and 6,231,159 shares of common stock, respectively. Laird Cagan received 655, 011 and 2,634,376 shares of common stock as part of the same payments-for-stock transactions with the same terms. | |
The Company owes various Board Members amounts totaling $1,651,146 and $1,300,313 as of December 31, 2013 and 2012, respectively, in connection with board compensation fees, which are included in accounts payable on the balance sheet. For the years ended December 31, 2013 and 2012, the Company expensed $354,833 and $379,500, respectively, in connection with board compensation fees. | |
On July 6, 2012, Aemetis, Inc. and Aemetis Advanced Fuels Keyes, Inc., entered into an Amended and Restated Note Purchase Agreement with Third Eye Capital. Third Eye Capital extended credit in the form of (i) senior secured revolving loans in an aggregate principal amount of $18,000,000 (“Revolving Credit Facility”); (ii) senior secured term loans in the principal amount of $10,000,000 to convert the Revenue Participation agreement to a Note (“Revenue Participation Term Notes”); and (iii) senior secured term loans in an aggregate principal amount of $15,000,000 (“Acquisition Term Notes”) used to fund the cash portion of the acquisition of Cilion, Inc. After this financing transaction, Third Eye Capital obtained sufficient equity ownership in the Company to be considered a related party. See Note 5 - Notes Payable. |
16_Income_Tax
16. Income Tax | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Income Tax Disclosure [Abstract] | ' | ||||||||
16. Income Tax | ' | ||||||||
The Company files a consolidated federal income tax return including all its domestic subsidiaries. State tax returns are filed on a consolidated, combined or separate basis depending on the applicable laws relating to the Company and its subsidiaries. | |||||||||
Components of tax expense (benefit) consist of the following: | |||||||||
Year Ended December 31, | |||||||||
2013 | 2012 | ||||||||
Current: | |||||||||
Federal | — | — | |||||||
State and local | $ | 5,765 | $ | 4,000 | |||||
Foreign | — | — | |||||||
5,765 | 4,000 | ||||||||
Deferred: | |||||||||
Federal | — | (933,849 | ) | ||||||
State and local | — | (151,408 | ) | ||||||
Foreign | — | — | |||||||
Income tax expense/(benefit) | $ | 5,765 | $ | (1,081,257 | ) | ||||
The income tax benefit recognized for the year ended December 31, 2012 was the result of the recognition of a deferred tax liability in the acquisition of Cilion. During the year ended December 31, 2013, there is minimal tax expense recognized. The deferred tax liability resulted in a reduction in the valuation allowance of the Company, as the Company believes the reversal of the deferred tax liability will occur prior to the expiration of the NOL carryforward. During the year ended December 31, 2013, there is minimal tax expense recognized due to state minimum taxes and the Company's valuation allowance. U.S. loss and foreign loss before income taxes are as follows: | |||||||||
Year Ended December 31, | |||||||||
2013 | 2012 | ||||||||
United States | $ | (25,712,533 | ) | $ | (2,981,086 | ) | |||
Foreign | 281,089 | -2,382,436 | ) | ||||||
Loss before income taxes | $ | (24,431,444 | ) | $ | (5,363,522 | ) | |||
Income tax benefit differs from the amounts computed by applying the statutory U.S. federal income tax rate (34%) to loss before income taxes as a result of the following: | |||||||||
Year Ended December 31, | |||||||||
2013 | 2012 | ||||||||
Income tax expense/(benefit) at the federal statutory rate | $ | (8,306,690 | ) | $ | (1,823,598 | ) | |||
Increase/(decrease) resulting from: | |||||||||
State tax expense/(benefit) | (695,240 | ) | (476,437 | ) | |||||
Stock-based compensation | 555,883 | 25,464 | |||||||
Foreign tax rate differential | 219,762 | 475,342 | |||||||
Interest expense | 327,647 | 429,673 | |||||||
Credits | — | (150,452 | ) | ||||||
Gain on bargain purchase | — | -16,727,979 | |||||||
Loss on debt extinguishment | 1,162,032 | 3,707,620 | |||||||
Cilion transaction costs | — | 302,271 | |||||||
Other | 69,195 | 196,721 | |||||||
Valuation allowance | 6,673,176 | 12,960,118 | |||||||
Income tax expense/(benefit) | 5,765 | (1,081,257 | ) | ||||||
Effective tax rate | -0.02 | % | 20.16 | % | |||||
The components of the net deferred tax asset or (liability) are as follows: | |||||||||
Year Ended December 31, | |||||||||
2013 | 2012 | ||||||||
Deferred tax assets/(liabilities): | |||||||||
Organization, start-up costs & intangible assets | $ | 9,302,636 | $ | 9,898,832 | |||||
Stock-based compensation | 114,946 | 233,365 | |||||||
Property, plant and equipment | -18,929,925 | (14,546,837 | ) | ||||||
Net operating loss carryforward | 49,139,117 | 38,790,667 | |||||||
Convertible debt | -5,325 | (9,382 | ) | ||||||
Credit carryforward | 1,500,000 | 1,500,000 | |||||||
Debt extinguishment | 2,535,798 | 1,822,458 | |||||||
Other, net | 1,544,586 | 839,555 | |||||||
Total deferred tax assets (liabilities) | 45,201,833 | 38,528,658 | |||||||
Less valuation allowance | $ | -45,201,833 | $ | (38,528,658 | ) | ||||
Deferred tax assets (liabilities) | — | — | |||||||
Based on the Company’s evaluation of current and anticipated future taxable income, the Company believes it is more likely than not that insufficient taxable income will be generated to realize the net deferred tax assets, and accordingly, a valuation allowance has been set against these net deferred tax assets. | |||||||||
The Company does not provide for U.S. income taxes for any undistributed earnings of the Company’s foreign subsidiaries, as the Company considers these to be permanently reinvested in the operations of such subsidiaries and have a cumulative foreign loss. At December 31, 2013 and 2012, these undistributed losses totaled ($9,169,651) and ($9,494,738), respectively. If any earnings were distributed, some countries may impose withholding taxes. However, due to the Company’s overall deficit in foreign cumulative earnings and its U.S. loss position, the Company does not believe a material net unrecognized U.S. deferred tax liability exists. | |||||||||
ASC 740 Income Taxes provides that the tax effects from an uncertain tax position can be recognized in the Company’s financial statements only if the position is more-likely-than-not of being sustained on audit, based on the technical merits of the position. Tax positions that meet the recognition threshold are reported at the largest amount that is more-likely-than-not to be realized. This determination requires a high degree of judgment and estimation. The Company periodically analyzes and adjusts amounts recorded for the Company’s uncertain tax positions, as events occur to warrant adjustment, such as when the statutory period for assessing tax on a given tax return or period expires or if tax authorities provide administrative guidance or a decision is rendered in the courts. The Company does not reasonably expect the total amount of uncertain tax positions to significantly increase or decrease within the next 12 months. As of December 31, 2013, the Company’s uncertain tax positions were not significant for income tax purposes. | |||||||||
We conduct business globally and, as a result, one or more of the Company’s subsidiaries file income tax returns in the U.S. federal jurisdiction and various state and foreign jurisdictions. In the normal course of business, the Company is subject to examination by taxing authorities throughout the world, including such major jurisdictions as India, Mauritius, and the United States. The Company files a U.S. federal income tax return and tax returns in three U.S. states, as well as in two foreign jurisdictions. Penalties and interest are classified as general and administrative expenses. | |||||||||
The following describes the open tax years, by major tax jurisdiction, as of December 31, 2013: | |||||||||
United States — Federal | 2009 – present | ||||||||
United States — State | 2009 – present | ||||||||
India | 2007 – present | ||||||||
Mauritius | 2007 – present | ||||||||
As of December 31, 2013, the Company had federal net operating loss carryforwards of approximately $115,000,000 and state net operating loss carryforwards of approximately $115,000,000. The Company also has approximately $1,500,000 of alcohol and cellulosic biofuel credit carryforwards. The federal net operating loss and other tax credit carryforwards that expire in 2014. The state net operating loss carryforwards expire on various dates between 2027 through 2032. Under the current tax law, net operating loss and credit carryforwards available to offset future income in any given year may be limited by US or India statute regarding net operating loss carryovers and timing of expirations or upon the occurrence of certain events, including significant changes in ownership interests. The Company’s India subsidiary also will have net operating loss carryforwards as of March 31, 2014, its tax fiscal year end, of approximately $9,000,000 in US dollars, which expire from March 30, 2016 to March 30, 2023. |
17_Parent_Company_Financial_St
17. Parent Company Financial Statements (Unaudited) | 12 Months Ended | ||||||||||
Dec. 31, 2013 | |||||||||||
Condensed Financial Information of Parent Company Only Disclosure [Abstract] | ' | ||||||||||
17. Parent Company Financial Statements (Unaudited) | ' | ||||||||||
The following is a summary of the Parent Company financial statements for the years ended December 31, 2013 and 2012: | |||||||||||
Aemetis, Inc. (Parent Company) | |||||||||||
Consolidated Balance Sheets | |||||||||||
As of December 31, 2013 and 2012 | |||||||||||
Assets | 2013 | 2012 | |||||||||
Current assets | |||||||||||
Cash and cash equivalents | $ | 13,718 | $ | - | |||||||
Intercompany receivables | 27,627,159 | 20,802,877 | |||||||||
Total current assets | 27,640,877 | 20,802,877 | |||||||||
Investments in Subsidiaries, net of advances | |||||||||||
Investment in Aemetis International, Inc. | 2,678,525 | 3,060,684 | |||||||||
Investment in Aemetis Americas, Inc | - | 116,144 | |||||||||
Total investments in Subsidiaries, net of advances | 2,678,525 | 3,176,828 | |||||||||
Other assets | 23,095 | 23,095 | |||||||||
Total Assets | $ | 30,342,497 | $ | 24,002,800 | |||||||
Liabilities & stockholders' equity(deficit) | |||||||||||
Current liabilities | |||||||||||
Accounts payable | $ | 3,397,294 | $ | 4,037,137 | |||||||
Outstanding checks in excess of cash | - | 25,773 | |||||||||
Mandatorily redeemable Series B convertibe preferred | 2,539,528 | 2,437,649 | |||||||||
Other current liabilities | 1,677,835 | 2,174,608 | |||||||||
Total current liabilities | 7,614,657 | 8,675,167 | |||||||||
Subsidiary obligation in excess of investment | |||||||||||
Investment in AE Advanced Fuels, Inc. | 31,324,660 | 8,400,675 | |||||||||
Investment in Aemetis Americas, Inc | 246,676 | - | |||||||||
Investment in Aemetis Biofuels, Inc. | 2,741,279 | 2,624,575 | |||||||||
Investment in Aemetis Technologies, Inc. | 833,318 | 438,375 | |||||||||
Investment in Biofuels Marketing, Inc. | 349,056 | 349,056 | |||||||||
Total subsidiary obligation in excess of investment | 35,494,989 | 11,812,681 | |||||||||
Total long term liabilities | 35,494,989 | 11,812,681 | |||||||||
Stockholders' equity(deficit) | |||||||||||
Series B Preferred convertible stock | 2,401 | 3,098 | |||||||||
Common stock | 199,737 | 180,281 | |||||||||
Additional paid-in capital | 84,192,552 | 75,457,760 | |||||||||
Accumulated deficit | (94,245,503 | ) | (69,808,294 | ) | ) | ||||||
Accumulated other comprehensive loss | (2,916,336 | ) | (2,317,893 | ) | ) | ||||||
Total stockholders' equity(deficit) | (12,767,149 | ) | 3,514,952 | ) | |||||||
Total liabilities & stockholders' equity(deficit) | $ | 30,342,497 | $ | 24,002,800 | |||||||
Aemetis, Inc. (Parent Company) | |||||||||||
Consolidated Statements of Operations and Comprehensive Loss | |||||||||||
For the Years Ended December 31, 2013 and 2012 | |||||||||||
2013 | 2012 | ||||||||||
Equity in subsidiary losses | $ (22,134,091) | $ (12,496) | |||||||||
Selling, general and administrative expenses | 2,686,828 | 2,302,944 | |||||||||
Operating loss | (24,820,919) | (2,315,440) | |||||||||
Other income/(expense) | |||||||||||
Interest expense | (187,417) | (1,865,803) | |||||||||
Other income/(expense) | 576,892 | (97,022) | |||||||||
Loss before income taxes | (24,431,444) | (4,278,265) | |||||||||
Income taxes expense | (5,765) | (4,000) | |||||||||
Net loss | $ (24,437,209) | $ (4,282,265) | |||||||||
Other comprehensive loss | |||||||||||
Foreign currency translation adjustment | (598,443) | (74,531) | |||||||||
Comprehensive loss | $ (25,035,652) | $ (4,356,796) | |||||||||
Aemetis, Inc. (Parent Company) | |||||||||||
Consolidated Statements of Cash Flows | |||||||||||
For the years ended December 31, 2013 and 2012 | |||||||||||
2013 | 2012 | ||||||||||
Operating activities: | |||||||||||
Net loss | (24,437,209 | ) | (4,282,265 | ) | |||||||
Adjustments to reconcile net loss to | |||||||||||
net cash provided/(used) in operating activities: | |||||||||||
Stock-based compensation | 1,760,072 | 686,059 | |||||||||
Amortization of debt issuance discount | - | 400,997 | |||||||||
Change in fair value of warrant liability | (197,127 | ) | 97,022 | ||||||||
Changes in assets and liabilities: | |||||||||||
Subsidiary portion of net losses | 22,134,091 | 12,496 | |||||||||
Prepaid expenses | - | 4,668 | |||||||||
Accounts payable | (639,843 | ) | 236,887 | ||||||||
Accrued interest expense | - | 682,983 | |||||||||
Other liabilities | (177,896 | ) | 288,203 | ||||||||
Net cash used in operating activities | (1,557,912 | ) | (1,872,950 | ) | |||||||
Investing activities: | |||||||||||
Change in outstanding checks in excess of cash | (25,773 | ) | 25,773 | ||||||||
Subsidiary advances, net | 514,668 | 9,417,256 | |||||||||
Net cash provided in investing activities | 488,895 | 9,443,029 | |||||||||
Financing activities: | |||||||||||
Proceeds from borrowings under secured debt facilities | - | 840,000 | |||||||||
Repayments of borrowings under secured debt facilities | - | (8,412,259 | ) | ||||||||
Equity Offering | 1,075,200 | - | |||||||||
Warrants exercised | 7,535 | 1,433 | |||||||||
Net cash provided by/(used in)by financing activities | 1,082,735 | (7,570,826 | ) | ||||||||
Net increase/(decrease) in cash and cash equivalents | 13,718 | (747 | ) | ||||||||
Cash and cash equivalents at beginning of period | - | 747 | |||||||||
Cash and cash equivalents at end of period | $ | 13,718 | $ | - | |||||||
Supplemental disclosures of cash flow information, cash paid: | |||||||||||
Interest payments | 4,522,097 | 2,084,751 | |||||||||
Income tax expense | 5,765 | 4,000 | |||||||||
Supplemental disclosures of cash flow information, non-cash transactions: | |||||||||||
Issuance of warrants to non-employees to secure procurement and working capital | 335,617 | ||||||||||
Issuance of warrants to subordinated debt holders | 1,127,120 | ||||||||||
Issuance of shares for acquisition | - | 12,511,200 | |||||||||
Payments of principal, fees and interest by issuance of stock | 3,616,284 | 11,885,579 | |||||||||
Issuance of shares to related party for repayment of line of credit | 821,946 | 4,107,141 | |||||||||
Beneficial conversion discount on related party debt | - | 884,851 | |||||||||
Other asset transferred to related party | 170,000 | ||||||||||
Warrant liability transferred to equity upon exercise | 1,006,648 | ||||||||||
18_Subsequent_Events
18. Subsequent Events | 12 Months Ended |
Dec. 31, 2013 | |
Subsequent Events [Abstract] | ' |
18. Subsequent Events | ' |
Subordinated Notes | |
On January 1, 2014, the May 23, 2013 Subordinated Note maturity was extended until the earlier of (i) June 30, 2014; (ii) completion of an equity financing by AAFK or Aemetis in an amount of not less than $25,000,000; (iii) the completion of an Initial Public Offering by AAFK or Aemetis; or (iv) after the occurrence of an Event of Default, including failure to pay interest or principal when due and breaches of note covenants. A 10 percent cash extension fee was paid by adding the fee to the balance of the new Note and 300,000 in common stock warrants were granted with a term of five years and an exercise price of $0.001 per share. We evaluated these Jan 1, 2014 amendment and the refinancing terms of the Note and determined in accordance with ASC 470-50 Debt – Modification and Extinguishment that the loan was extinguished and as a result a loss on debt extinguishment of approximately $115,000 was recorded in January 2014. | |
19_Managements_Plan
19. Managementbs Plan | 12 Months Ended | |
Dec. 31, 2013 | ||
Notes to Financial Statements | ' | |
19. Managementbs Plan | ' | |
The accompanying financial statements have been prepared contemplating the realization of assets and satisfaction of liabilities in the normal course of business. During 2013, 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 lenders. Management’s plans for the Company include: | ||
● | Operating the Keyes plant in the current positive margin environment; | |
● | Continuing to incorporate lower-cost, non-food advanced biofuels feedstock at the Keyes plant; | |
● | Attracting investors to financing arrangements including working with Advanced BioEnergy LP to issue up to $35 million of additional EB-5 notes at 3% interest rate; | |
● | Refinance the senior debt with a lender who is able to offer terms conducive to the long term financing of the Keyes plant | |
● | Restructuring or refinance the State Bank of India note to allow for additional working capital and reduce current financing costs; | |
● | Securing higher volumes of international shipments from the Kakinada, India biodiesel and refined glycerin facility; and | |
● | Continuing to expand in the India market as the subsidy on diesel is reduced to zero by June 2014. | |
Management believes that through the above mentioned actions it will be able to fund company operations and continue to operate the secured assets for the foreseeable future. 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 with the senior lenders or significant shareholders. Should the Company require additional financing, there can be no assurances that the additional financing will be available on terms satisfactory to the Company. | ||
1_Nature_of_Activities_and_Sum1
1. Nature of Activities and Summary of Significant Accounting Policies (Policies) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Nature Of Activities And Summary Of Significant Accounting Policies Policies | ' | ||||||||
Nature of Activities | ' | ||||||||
Nature of Activities. These consolidated financial statements include the accounts of Aemetis, Inc. (formerly AE Biofuels, Inc.), a Nevada corporation, and its wholly owned subsidiaries (collectively, “Aemetis” or the “Company”): | |||||||||
● | Aemetis Americas, Inc., a Nevada corporation and its subsidiaries AE Biofuels, Inc., a Delaware corporation; | ||||||||
● | Biofuels Marketing, a Delaware corporation; | ||||||||
● | Aemetis International, Inc., a Nevada corporation and its subsidiary International Biofuels, Ltd., a Mauritius corporation and its subsidiary Universal Biofuels Private, Ltd., an India company; | ||||||||
● | Aemetis Technologies, Inc., a Delaware corporation; | ||||||||
● | Aemetis Biochemicals, Inc., a Nevada corporation; | ||||||||
● | Aemetis Biofuels, Inc., a Delaware corporation and its subsidiary Energy Enzymes, Inc., a Delaware corporation; | ||||||||
● | AE Advanced Fuels, Inc., a Delaware corporation and its subsidiaries Aemetis Advanced Fuels Keyes, Inc., a Delaware corporation and Aemetis Facility Keyes, Inc., a Delaware corporation; | ||||||||
● | Aemetis Advanced Fuels, Inc., a Nevada corporation. | ||||||||
Aemetis, Inc. is an advanced renewable fuels and biochemicals company focused on the acquisition, development and commercialization of innovative technologies that replace traditional petroleum-based products by the conversion of first generation ethanol and biodiesel plants into advanced bio refineries. We own and operate a manufacturing and refining facility in Kakinada, India where we manufacture and produce fatty acid methyl ester (biodiesel), crude and refined glycerin and refined palm oil and a plant in Keyes, California where we manufacture and produce ethanol, wet distillers’ grain (WDG) and corn oil. In addition, we are continuing to research the viability of commercializing our microbial technology, which would enable us to produce renewable industrial biofuels and biochemicals and our integrated starch-cellulose technology, which would enable us to produce ethanol from non-food feedstock. | |||||||||
Basis of Presentation and Consolidation | ' | ||||||||
Principles of Consolidation. The consolidated financial statements include the accounts of the Company and its subsidiaries. All material inter-company accounts and transactions are eliminated in consolidation. | |||||||||
Use of Estimates | ' | ||||||||
Use of Estimates. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the reporting period. To the extent there are material differences between these estimates and actual results, the Company’s consolidated financial statements will be affected. | |||||||||
Revenue recognition | ' | ||||||||
Revenue recognition. The Company recognizes revenue when there is persuasive evidence of an arrangement, delivery has occurred, the price is fixed or determinable and collection is reasonably assured. The Company records revenues based upon the gross amounts billed to its customers. Revenue from nonmonetary transactions is recognized at the fair value of goods received. | |||||||||
Cost of Goods Sold | ' | ||||||||
Cost of Goods Sold. Cost of goods sold include 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. The Company had idled the plant in Keyes, CA from January 15, 2013 to April 22, 2013, as such approximately $2.5 million was reclassified from cost of goods sold to selling, general and administrative expense during the year ended December 31, 2013. | |||||||||
Shipping and Handling Costs | ' | ||||||||
Shipping and Handling Costs. Shipping and handling costs are classified as a component of cost of goods sold in the accompanying consolidated statements of operations. | |||||||||
Research and Development | ' | ||||||||
Research and Development. Research and development costs are expensed as incurred, unless they have alternative future uses to the Company. | |||||||||
Cash and Cash Equivalents | ' | ||||||||
Cash and Cash Equivalents. The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. The Company maintains cash balances at various financial institutions domestically and abroad. The Federal Deposit Insurance Corporation (FDIC) insures domestic cash accounts. The Company’s accounts at these institutions may at times exceed federally insured limits. The Company has not experienced any losses in such accounts. | |||||||||
Accounts Receivable | ' | ||||||||
Accounts Receivable. The Company sells ethanol, wet distillers grains, corn syrup and corn oil through third-party marketing arrangements generally without requiring collateral. The Company sells biodiesel, glycerin, and processed natural oils to a variety of customers and may require advanced payment based on the size and creditworthiness of the customer. Accounts receivables consist of product sales made to large creditworthy customers. Trade accounts receivable are presented at original invoice amount, net of the allowance for doubtful accounts. | |||||||||
The Company maintains an allowance for doubtful accounts for balances that appear to have specific collection issues. The collection process is based on the age of the invoice and requires attempted contacts with the customer at specified intervals. If, after a specified number of days, the Company has been unsuccessful in its collection efforts, a bad debt allowance is recorded for the balance in question. Delinquent accounts receivable are charged against the allowance for doubtful accounts once uncollectibility 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. | |||||||||
Inventories | ' | ||||||||
Inventories. Inventories are stated at the lower of cost, using the first-in and first-out (FIFO) method, or market. | |||||||||
Property, Plant and Equipment | ' | ||||||||
Property, Plant and Equipment. Property, plant and equipment are carried at cost less accumulated depreciation after assets are placed in service and are comprised primarily of buildings, furniture, machinery, equipment, land, and the biodiesel plant in India. It is the Company policy to depreciate capital assets over their estimated useful lives using the straight-line method. | |||||||||
Goodwill and Intangible Assets | ' | ||||||||
Goodwill and Intangible Assets. Intangible assets consist of intellectual property in the form of patents pending, in-process research and development and goodwill. Once the patents pending or in-process R&D have secured a definite life in the form of a patent or product, they will be carried at cost less accumulated amortization over their estimated useful life. Amortization commences upon the commercial application or generation of revenue and is amortized over the shorter of the economic life or patent protection period. | |||||||||
Company intangible assets such as goodwill have indefinite lives and as a result need to be evaluated at least annually, or more frequently, if impairment indicators arise. In the Company’s review, we determined the fair value of the reporting unit using market indicators and discounted cash flow modeling. The Company compares the fair value to the net book value of the reporting unit. An impairment loss would be recognized when the fair value is less than the related net book value, and an impairment expense would be recorded in the amount of the difference. Forecasts of future cash flows are judgments based on the Company’s experience and knowledge of the Company’s operations and the industries in which the Company operates. These forecasts could be significantly affected by future changes in market conditions, the economic environment, including inflation, and the purchasing decisions of the Company’s customers. | |||||||||
California Ethanol Producer Incentive Program | ' | ||||||||
California Ethanol Producer Incentive Program – The Company is eligible to participate in the California Ethanol Producer Incentive Program (“CEPIP”). Under the CEPIP an eligible California ethanol facility may receive up to $3 million in cash per plant per year of operations through 2013 when current production corn crush spreads, measured as the difference between specified ethanol and corn index prices, drop below $0.55 per gallon. The California Energy Commission determines on an annual basis the funding allocated to the program. No funds were allocated to this program during the government’s 2012 fiscal year. For any month in which a payment is made by the CEPIP, the Company may be required to reimburse the funds within the subsequent five years from each payment date, if the corn crush spreads exceed $1.00 per gallon. Since these funds are provided to subsidize current production costs and encourage eligible facilities to either continue production or start up production in low margin environments, the Company records the proceeds, if any, as a credit to cost of goods sold. The Company will assess the likelihood of reimbursement in future periods as corn crush spreads approach $1.00 per gallon. If it becomes likely that amounts may be reimbursable by the Company, the Company will accrue a liability for such payment and recognize the costs as an increase in cost of goods sold. With respect to CEPIP payments received and applied as reductions to cost of goods sold, the Company recorded none for the years ended December 31, 2013 and 2012, respectively. In December 2013, the Company was obligated to reimburse approximately $120,000 of funding from the CEPIP program based on the strength of the crush spread as determined by a formula in the agreement. Accordingly, this amount was accrued at December 31, 2013. Aemetis has not been required to reimburse any other amounts pursuant to the CEPIP program. | |||||||||
Warrant liability | ' | ||||||||
Warrant liability: The Company adopted guidance related to distinguishing liabilities from equity for certain warrants which contain a conditional obligation to repurchase feature. During the year ended December 31, 2013, the Company granted 1,253,001 warrants with a conditional obligation to repurchase feature that require liability treatment. As a result, a warrant liability was recorded to recognize the fair value upon issuance of each warrant. The Company estimates the fair value of future liability on warrants using the Black-Scholes pricing model. Assumptions within the pricing model include: 1) the risk-free interest rate, which comes from the U.S. Treasury yield curve for periods within the contractual life of the warrant 2) the expected life of the warrants is assumed to be the contractual life of the warrants, and, 3) the volatility is estimated based on an average of the historical volatilities. | |||||||||
The Company computes the fair value of the warrant liability at each reporting period and the change in the fair value is recorded through earnings. The key component in the value of the warrant liability is the Company's stock price, which is subject to significant fluctuation and is not under the Company's control. The resulting effect on the Company's net loss is therefore subject to significant fluctuation and will continue to be so until the warrants are exercised, amended or expired. Assuming all other fair value inputs remain constant, the Company will record non-cash expense when the stock price increases and non-cash income when the stock price decreases. | |||||||||
Income Taxes | ' | ||||||||
Income Taxes. The Company recognizes income taxes in accordance with ASC 740 Income Taxes using an asset and liability approach. This approach requires the recognition of taxes payable or refundable for the current year and deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the Company’s consolidated financial statements or tax returns. The measurement of current and deferred taxes is based on provisions of enacted tax law. | |||||||||
ASC 740 provides for recognition of deferred tax assets if the realization of such assets is more likely than not to occur. Otherwise, a valuation allowance is established for the deferred tax assets, which may not be realized. As of December 31, 2013, the Company recorded a full valuation allowance against its net deferred tax assets due to operating losses incurred since inception. Realization of deferred tax assets is dependent upon future earnings, if any, the timing and amount of which are uncertain. Accordingly, the net deferred tax assets were fully offset by a valuation allowance. | |||||||||
The Company is subject to income tax audits by the respective tax authorities in all of the jurisdictions in which it operates. The determination of tax liabilities in each of these jurisdictions requires the interpretation and application of complex and sometimes uncertain tax laws and regulations. The recognition and measurement of current taxes payable or refundable and deferred tax assets and liabilities requires that the Company make certain estimates and judgments. Changes to these estimates or a change in judgment may have a material impact on the Company’s tax provision in a future period. | |||||||||
Long - Lived Assets | ' | ||||||||
Long - Lived Assets. The Company evaluates the recoverability of long-lived assets with finite lives in accordance with 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 Loss per Share | ' | ||||||||
Basic and Diluted Net Loss per Share. Basic loss per share is computed by dividing loss attributable to common shareholders by the weighted average number of common shares outstanding for the period. Diluted loss per share reflects the dilution of common stock equivalents such as options, convertible preferred stock and warrants to the extent the impact is dilutive. As the Company incurred net losses for the years ended December 31, 2013 and 2012, potentially dilutive securities have been excluded from the diluted net loss per share computation, as their effect would be anti-dilutive. | |||||||||
The following table shows the number of potential dilutive shares excluded from the diluted net loss per share calculation as of December 31, 2013 and 2012: | |||||||||
31-Dec-13 | 31-Dec-12 | ||||||||
Series B preferred | 2,401,061 | 3,097,725 | |||||||
Series B warrants | - | - | |||||||
Common stock options and warrants | 14,802,721 | 10,309,257 | |||||||
Convertible interest & fees on related party note | - | - | |||||||
Convertible promissory note | 186,795 | 178,495 | |||||||
Total number of potentially dilutive shares excluded from the basic and diluted net in loss per share calculation | 17,390,577 | 13,585,477 | |||||||
Comprehensive Loss | ' | ||||||||
Comprehensive Loss. ASC 220 Comprehensive Loss 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 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 | ' | ||||||||
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 during the year. Gains and losses from foreign currency transactions are recorded in other income (loss), net. | |||||||||
Operating Segments | ' | ||||||||
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 (“CODM”), or decision-making group, in deciding how to allocate resources and in assessing performance. Aemetis recognized three reportable geographic segments: “India” and “North America.” | |||||||||
● | The “India” operating segment encompasses the Company’s 50 million gallon per year nameplate capacity biodiesel plant in Kakinada, India, the administrative offices in Hyderabad, India, and the holding companies in Nevada and Mauritius. | ||||||||
● | The “North America” operating segment includes the Company’s 55 million gallons per year nameplate capacity ethanol plant in Keyes, California and the research facilities in College Park, Maryland. | ||||||||
Fair Value of Financial Instruments | ' | ||||||||
Fair Value of Financial Instruments. The Company’s financial instruments include cash and cash equivalents, accounts receivable, accounts payable, other current liabilities, mandatorily redeemable Series B preferred stock, warrant liability and debt. The fair value of current financial instruments was estimated to approximate carrying value due to the short term nature of these instruments. The carrying amount of debt obligations, including discount issuance costs, held by our senior lender, subordinated debt and by seller note payable, at December 31, 2013 amounted to an aggregate of approximately $81,762,000 in outstanding obligations. The debts were determined to have an estimated fair value of $81,940,000 based on interest rates for comparable debt. The Company’s debt was valued using inputs from independent consultants evaluating external market inputs and internal financings to determine appropriate discount rates to determine fair value. It was not practicable to determine the fair market value of the Company’s remaining debt obligations due to the lack of availability of comparable credit facilities and the related party nature of the financial arrangements. The warrant liability fair value was estimated using the Black-Scholes valuation pricing model at the end of each reporting period. | |||||||||
Share-Based Compensation | ' | ||||||||
Share-Based Compensation. The Company recognizes share based compensation in accordance with ASC 718 Stock Compensation requiring the Company to recognize expense related to the estimate 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. | |||||||||
In valuing issued shares to consultants, debt holders employees or affiliated investors, the Company estimates the discount for lack of marketability on restricted stock issued, the Company uses the Black-Scholes model for pricing call options, which assists in deriving the implied price of put options using the put-call parity principle. The price of the put option divided by the market price quoted on the OTC markets exchange implies the discount for lack of marketability (DLOM). | |||||||||
Commitments and Contingencies | ' | ||||||||
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. | |||||||||
Business Combinations | ' | ||||||||
Business Combinations. The Company applies the acquisition method of accounting to account for business combinations. The cost of an acquisition is measured as the aggregate of the fair values at the date of exchange of the assets given, liabilities incurred, and equity instruments issued. Identifiable assets, liabilities, and contingent liabilities acquired or assumed are measured separately at their fair value as of the acquisition date. The excess of the cost of the acquisition over our interest in the fair value of the identifiable net assets acquired is recorded as goodwill. If our interest in the fair value of the identifiable net assets acquired in a business combination exceeds the cost of the acquisition, a gain is recognized in earnings on the acquisition date. The Company will adjust the preliminary purchase price allocation, as necessary, after the acquisition closing date through the end of the measurement period (up to one year) as the valuations for the assets acquired and liabilities assumed are finalized. | |||||||||
Convertible Instruments | ' | ||||||||
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. | |||||||||
Debt Modification Accounting | ' | ||||||||
Debt Modification Accounting. The Company evaluates amendments to its debt in accordance with ASC 540-50 Debt – Modification and Extinguishments for modification and extinguishment accounting. This evaluation included 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. | |||||||||
Sequencing Policy | ' | ||||||||
Sequencing Policy. In the event partial reclassification of contracts subject to ASC 815-40-25 is necessary, due to the Company’s inability to demonstrate it has sufficient authorized shares, shares will be allocated on the basis of maturity dates of potentially dilutive instruments with the latest maturity date receiving first allocation of shares. If a reclassification of an instrument were required, it would result in the earliest maturity instrument being reclassified first. | |||||||||
Recent Accounting Pronouncements | ' | ||||||||
Recent Accounting Pronouncements. | |||||||||
Effective January 1, 2013, the FASB issued amended guidance in ASC Topic 210, Balance Sheet. The amended guidance addresses disclosure of offsetting financial assets and liabilities. It requires entities to add disclosures showing both gross and net information about instruments and transactions eligible for offset in the balance sheet and instruments and transactions subject to an agreement similar to a master netting arrangement. The update is applied retrospectively and do not impact the Company’s financial position or results of operations. | |||||||||
In February 2013, the FASB issued an accounting standard update to require reclassification adjustments from other comprehensive income to be presented either in the financial statements or in the notes to the financial statements based on the guidance in ASC Topic 220, Comprehensive Income. The amended guidance requires entities to disclose additional information about reclassification adjustments, including (1) changes in accumulated other comprehensive income by component and (2) significant items reclassified out of accumulated other comprehensive income by presenting the amount reclassified and the individual income statement line items affected. The update is applied prospectively and do not impact the Company’s financial position or results of operations. | |||||||||
In July 2013, the FASB issued an accounting standard update that provides explicit guidance on the financial statement presentation of an unrecognized tax benefit when a net operating loss carryforward or a tax credit carryforward exists. Under the new standard update, unrecognized tax benefit, or a portion of an unrecognized tax benefit, is to be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward or a tax credit carryforward. This accounting standard update will be effective for the Company beginning in the first quarter of 2015 and applied prospectively with early adoption permitted. The Company is currently evaluating the impact of this accounting standard update on its Consolidated Financial Statements. | |||||||||
1_Nature_of_Activities_and_Sum2
1. Nature of Activities and Summary of Significant Accounting Policies (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Nature Of Activities And Summary Of Significant Accounting Policies Tables | ' | ||||||||
Schedule of dilutive securities | ' | ||||||||
31-Dec-13 | 31-Dec-12 | ||||||||
Series B preferred | 2,401,061 | 3,097,725 | |||||||
Common stock options and warrants | 14,802,721 | 10,309,257 | |||||||
Convertible promissory note | 186,795 | 178,495 | |||||||
Total number of potentially dilutive shares excluded from the basic and diluted net in loss per share calculation | 17,390,577 | 13,585,477 | |||||||
2_Inventory_Tables
2. Inventory (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Schedule of Notes Payable | ' | ||||||||
Schedule of Inventory | ' | ||||||||
As of December 31, | |||||||||
2013 | 2012 | ||||||||
Raw materials | $ | 597,119 | $ | 2,077,779 | |||||
Work-in-progress | 1,723,866 | 1,672,957 | |||||||
Finished goods | 1,776,559 | 805,044 | |||||||
Total inventory | $ | 4,097,544 | $ | 4,555,780 |
3_Property_Plant_and_Equipment1
3. Property, Plant and Equipment (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Statement of Operations Data | ' | ||||||||
Schedule of Property, plant and equipment | ' | ||||||||
As of December 31, | |||||||||
2013 | 2012 | ||||||||
Land | $ | 2,764,619 | $ | 2,837,780 | |||||
Plant and buildings | 82,355,467 | 83,004,928 | |||||||
Furniture and fixtures | 557,636 | 376,333 | |||||||
Machinery and equipment | 2,076,162 | 2,615,140 | |||||||
Construction in progress | 539,234 | 82,627 | |||||||
Total gross property, plant & equipment | 88,293,118 | 88,916,808 | |||||||
Less accumulated depreciation | (9,364,989 | ) | (5,023,336 | ) | |||||
Total net property, plant & equipment | $ | 78,928,129 | $ | 83,893,472 |
4_Intangible_Assets_and_Goodwi1
4. Intangible Assets and Goodwill (Tables) | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Intangible Assets And Goodwill Tables | ' | ||||
Schedule of intangible assets and goodwill | ' | ||||
For the twelve months ending December 31, | Amortization | ||||
2014 | $ | 80,222 | |||
2015 | 111,986 | ||||
2016 | 111,986 | ||||
2017 | 111,986 | ||||
2018 | 111,986 | ||||
Thereafter | 1,087,684 | ||||
Total | $ | 1,615,850 |
5_Notes_Payable_Tables
5. Notes Payable (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Wet distiller's grains sales | ' | ||||||||
Schedule of Notes Payable | ' | ||||||||
December 31, | |||||||||
2013 | 2012 | ||||||||
Third Eye Capital term notes | $ | 7,191,928 | $ | 6,679,466 | |||||
Third Eye Capital revolving credit facility | 38,349,178 | 23,378,535 | |||||||
Third Eye Capital revenue participation term notes | 9,464,826 | 7,406,224 | |||||||
Third Eye Capital acquisition term notes | 17,280,456 | 14,768,846 | |||||||
Cilion shareholder Seller note payable | 4,869,244 | 4,011,430 | |||||||
State Bank of India secured term loan | 5,857,104 | 5,756,752 | |||||||
Revolving line of credit (related party) | — | 1,540,074 | |||||||
Subordinated notes | 5,317,252 | 3,338,114 | |||||||
EB-5 long term promissory notes | 1,036,863 | 1,006,863 | |||||||
Unsecured working capital loans and short-term notes | 2,391,332 | 2,159,291 | |||||||
Total debt | $ | 91,758,183 | $ | 70,045,595 | |||||
Less current portion of long-term debt | 17,965,688 | 34,523,591 | |||||||
Total long term debt | $ | 73,792,495 | $ | 35,522,004 | |||||
Maturities of Long-term Debt | ' | ||||||||
For the twelve months ending December 31,2013 | |||||||||
2014 | $18,227,013 | ||||||||
2015* | 74,686,860 | ||||||||
2016 | 2,223,151 | ||||||||
2017 | 1,036,863 | ||||||||
Total | $96,173,887 | ||||||||
Debt discount at 12/31/13 | (4,415,704) | ||||||||
Total Debt, net of discounts | $91,758,183 |
6_Operating_Leases_Tables
6. Operating Leases (Tables) | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Operating Leases Tables | ' | ||||
Schedule of minimum operating lease payments | ' | ||||
For the twelve months ended December 31, | |||||
2014 | $ | 314,371 | |||
2015 | 150,118 | ||||
Total | $ | 464,489 |
8_Outstanding_Warrants_Tables
8. Outstanding Warrants (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Outstanding Warrants Tables | ' | ||||||||||||
Schedule of warrant activity | ' | ||||||||||||
Warrants Outstanding & Exercisable | Weighted - Average Exercise Price | Average Remaining Term in Years | |||||||||||
Outstanding December 31, 2011 | 1,428,590 | 0.35 | 4.08 | ||||||||||
Granted | 1,816,000 | 0.001 | - | ||||||||||
Exercised | (1,432,667 | ) | 0.001 | - | |||||||||
Expired | (5,000 | ) | 3 | - | |||||||||
Outstanding December 31, 2012 | 1,806,923 | $ | 0.27 | 2.67 | |||||||||
Granted | 5,818,439 | 0.26 | - | ||||||||||
Exercised | (2,638,636 | ) | 0.01 | - | |||||||||
Expired | (289,002 | ) | 1.18 | - | |||||||||
Outstanding December 31, 2013 | 4,697,724 | 0.34 | 4.85 | ||||||||||
9_Fair_Value_of_Warrants_Table
9. Fair Value of Warrants (Tables) | 12 Months Ended | |
Dec. 31, 2013 | ||
Fair Value Of Warrants Tables | ' | |
Schedule of fair value of liability warrants | ' | |
The following tables summarize the assumptions used in computing the fair value of liability warrants subject to fair value accounting at the date of issue during the year ended December 31, 2013. | ||
Expected dividend yield | 0% | |
Risk-free interest rate | 0.26% - 1.82% | |
Expected volatility | 74.09% - 98.78% | |
Expected Life (years) | 2.0 – 10.0 | |
Exercise price | $0.001-$0.50 | |
Company stock price | $0.32 - $0.82 | |
The following tables summarize the assumptions used in computing the fair value of liability warrants subject to fair value accounting at the year ended December 31, 2013. | ||
Expected dividend yield | 0% | |
Risk-free interest rate | 0.78% - 1.27% | |
Expected volatility | 76.80% - 78.05% | |
Expected Life (years) | 3.5 – 4.0 | |
Exercise price | $0.00 | |
Company stock price | $0.32 |
10_Fair_Value_Measurements_Tab
10. Fair Value Measurements (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Fair Value Measurements Tables | ' | ||||||||||||||||
Schedule of financial liabilities measured at fair value | ' | ||||||||||||||||
Total | Level 1 | Level 2 | Level 3 | ||||||||||||||
2013 | |||||||||||||||||
Warrant liability | $ | 59,593 | $ | - | $ | - | $ | 59,593 | |||||||||
2012 | |||||||||||||||||
Warrant liability | $ | 267,950 | $ | - | $ | - | $ | 267,950 | |||||||||
Schedule of activity for liabilities measured at fair value | ' | ||||||||||||||||
Balance as of December 31, 2011 | $ | - | |||||||||||||||
Issuances of warrant liabilities | 1,189,095 | ||||||||||||||||
Exercise of warrant liabilities | (1,018,167 | ) | |||||||||||||||
Realized and unrealized loss related to change in fair value | 97,022 | ||||||||||||||||
Balance as of December 31, 2012 | $ | 267,950 | |||||||||||||||
Issuances of warrant liabilities | 995,418 | ||||||||||||||||
Exercise of warrant liabilities | (1,006,648 | ) | |||||||||||||||
Realized and unrealized loss related to change in fair value | (197,127 | ) | |||||||||||||||
Balance as of December 31, 2013 | $ | 59,593 |
11_Stock_Based_Compensation_Ta
11. Stock Based Compensation (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Stock Based Compensation Tables | ' | ||||||||||||||||
Schedule of options granted under employee stock plans | ' | ||||||||||||||||
Shares Available | Number of | Weighted-Average | |||||||||||||||
for Grant | Shares Outstanding | Exercise Price | |||||||||||||||
Balance as of December 31, 2011 | 1,656,148 | 6,803,701 | 0.94 | ||||||||||||||
Authorized | 1,000,000 | — | — | ||||||||||||||
Granted | (2,555,000 | ) | 2,555,000 | 0.55 | |||||||||||||
Exercised | — | (321,965 | ) | 0.23 | |||||||||||||
Forfeited/Expired | 1,511,902 | (1,511,902 | ) | 2.17 | |||||||||||||
Balance as of December 31, 2012 | 1,611,134 | 7,524,834 | $ | 0.59 | |||||||||||||
Authorized | 1,000,000 | — | — | ||||||||||||||
Granted | (2,876,000 | ) | 2,876,000 | 0.58 | |||||||||||||
Exercised | — | (264,005 | ) | 0.33 | |||||||||||||
Forfeited/Expired | 1,009,332 | (1,009,332 | ) | 1.53 | |||||||||||||
Balance as of December 31, 2013 | 744,466 | 9,127,497 | $ | 0.49 | |||||||||||||
Schedule of weighted average fair value calculations for options | ' | ||||||||||||||||
Number of Shares | Weighted Average Exercise Price | Remaining Contractual Term (In Years) | Average Intrinsic Value1 | ||||||||||||||
2013 | |||||||||||||||||
Vested | 5,163,175 | $ | 0.44 | 1.77 | $ | 523,112 | |||||||||||
Unvested | 3,694,322 | 0.57 | 4.11 | 8,931 | |||||||||||||
Total | 9,127,497 | $ | 0.49 | 2.79 | $ | 532,043 | |||||||||||
2012 | |||||||||||||||||
Vested | 5,061,850 | $ | 0.63 | 2.21 | $ | 2,081,910 | |||||||||||
Unvested | 2,462,984 | 0.52 | 4.69 | 435,197 | |||||||||||||
Total | 7,524,834 | $ | 0.59 | 3.02 | $ | 2,517,107 | |||||||||||
Schedule of assumptions for weighted-average fair value calculations for options granted | ' | ||||||||||||||||
Fiscal Year Ended December 31 | |||||||||||||||||
2013 | 2012 | ||||||||||||||||
Expected dividend yield | 0 | % | 0 | % | |||||||||||||
Risk-free interest rate | 0.13% - 0.67 | % | 0.28% - 0.38 | % | |||||||||||||
Expected volatility | 60.39% - 79.70 | % | 79.08 | % | |||||||||||||
Expected Life (years) | 1.0 – 3.0 | 2.0 – 3.0 | |||||||||||||||
Weighted average fair value per share of common stock | $ | 0.28 | $ | 0.26 | |||||||||||||
Schedule of Outside Company Stock Plan | ' | ||||||||||||||||
Number of Shares | Weighted Average Exercise Price | Remaining Contractual Term (In Years) | Average Intrinsic Value2 | ||||||||||||||
2013 | |||||||||||||||||
Vested | 690,000 | $ | 0.55 | 3.85 | $ | - | |||||||||||
Unvested | 287,500 | 0.55 | 3.85 | - | |||||||||||||
Total | 977,500 | $ | 0.55 | 3.85 | $ | - | |||||||||||
2012 | |||||||||||||||||
Vested | 402,500 | $ | 0.55 | 4.85 | $ | 60,375 | |||||||||||
Unvested | 575,000 | 0.55 | 4.85 | 86,250 | |||||||||||||
Total | 977,500 | $ | 0.55 | 4.85 | $ | 146,625 | |||||||||||
12_Agreements_Tables
12. Agreements (Tables) | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Agreements Tables | ' | ||||
Schedule of working capital agreement activity | ' | ||||
J.D. Heiskell & Company: | |||||
2013 | 2012 | ||||
Sales | |||||
Ethanol | $ | 106,565,941 | $ | 128,830,630 | |
Distillers Grains | 26,490,413 | 35,468,559 | |||
Corn Oil | 2,609,061 | 2,582,858 | |||
Corn Purchases | 95,999,548 | 156,984,918 | |||
Grain Sorghum Purchases | 11,522,666 | - | |||
Accounts Receivable | 641,147 | 394,784 | |||
Accounts Payable | 2,227,828 | 2,650,013 |
13_Segment_Information_Tables
13. Segment Information (Tables) | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Segment Information Tables | ' | |||||||
Schedule of segment information | ' | |||||||
For the twelve months ended December 31, | ||||||||
months ended | ||||||||
Statement of Operations Data | 2013 | 2012 | ||||||
Revenues | ||||||||
India | $ | 32,816,122 | $ | 13,547,620 | ||||
North America | 144,697,850 | 175,500,606 | ||||||
Total revenues | $ | 177,513,972 | $ | 189,048,226 | ||||
Cost of goods sold | ||||||||
India | $ | 28,722,704 | $ | 14,191,098 | ||||
North America | 130,497,508 | 183,784,075 | ||||||
Total cost of goods sold | $ | 159,220,212 | $ | 197,975,173 | ||||
Gross profit/(loss) | ||||||||
India | $ | 4,093,418 | $ | (643,478) | ||||
North America | 14,200,342 | (8,283,469) | ||||||
Total gross income/(loss) | $ | 18,293,760 | $ | (8,926,947) | ||||
Total Assets Data | Year Ended December 31 | |||||||
2013 | 2012 | |||||||
India | $ | 13,958,695 | $ | 15,597,333 | ||||
North America | 83,183,197 | 81,274,826 | ||||||
Total Assets | $ | 97,141,892 | $ | 96,872,159 | ||||
14_Quarterly_Financial_Data_Ta
14. Quarterly Financial Data (Tables) | 12 Months Ended | ||||||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||||||
Quarterly Financial Information Disclosure [Abstract] | ' | ||||||||||||||||||||
Quarterly results of operations | ' | ||||||||||||||||||||
For the three months ended | For the year ended | ||||||||||||||||||||
March 31, | June 30, | September 30, | December 31, | December 31, | |||||||||||||||||
2013 | 2013 | 2013 | 2013 | 2013 | |||||||||||||||||
Revenues | $ | 19,420,214 | $ | 47,352,509 | $ | 56,687,910 | $ | 54,053,339 | $ | 177,513,972 | |||||||||||
Cost of goods sold | 19,172,500 | 43,602,242 | 53,652,334 | 42,793,136 | 159,220,212 | ||||||||||||||||
Gross profit | 247,714 | 3,750,267 | 3,035,576 | 11,260,203 | 18,293,760 | ||||||||||||||||
Research and development expenses | 228,759 | 123,822 | 115,099 | 71,242 | 538,922 | ||||||||||||||||
Selling, general and administrative expenses | 4,215,546 | 3,983,544 | 3,878,786 | 3,197,232 | 15,275,108 | ||||||||||||||||
Operating income/(loss) | (4,196,591 | ) | (357,099 | ) | (958,309 | ) | 7,991,729 | 2,479,730 | |||||||||||||
Other income/(expense) | |||||||||||||||||||||
Interest expense | |||||||||||||||||||||
Interest rate expense | (2,670,702 | ) | (2,912,590 | ) | (2,932,592 | ) | (3,291,260 | ) | (11,807,144 | ) | |||||||||||
Amortization expense | (2,274,262 | ) | (6,071,548 | ) | (2,019,779 | ) | (2,102,795 | ) | (12,468,384 | ) | |||||||||||
Loss on debt extinguishment | (956,480 | ) | (231,191 | ) | (2,520,866 | ) | - | (3,708,537 | ) | ||||||||||||
Interest income | 348 | 1,424 | 7,974 | 298 | 10,044 | ||||||||||||||||
Gain on sale of assets | 126,160 | 47,774 | 107,759 | 47,062 | 328,755 | ||||||||||||||||
Other income/(expense) | 163,122 | (69,228 | ) | 27,032 | 613,166 | 734,092 | |||||||||||||||
Income /(Loss) before income taxes | (9,808,405 | ) | (9,592,458 | ) | (8,288,781 | ) | 3,258,200 | (24,431,444 | ) | ||||||||||||
Income tax expense | (5,600 | ) | - | (165 | ) | (5,765 | ) | ||||||||||||||
Net income /(loss) | (9,814,005 | ) | (9,592,458 | ) | (8,288,781 | ) | 3,258,035 | (24,437,209 | ) | ||||||||||||
Other comprehensive income | |||||||||||||||||||||
Foreign currency translation adjustment | 199,250 | (599,566 | ) | (274,988 | ) | 76,861 | (598,443 | ) | |||||||||||||
Comprehensive (loss)/income | $ | (9,614,755 | ) | $ | (10,192,024 | ) | $ | (8,563,769 | ) | $ | 3,334,896 | $ | (25,035,652 | ) | |||||||
Net (loss)/income per common share | |||||||||||||||||||||
Basic | $ | (0.05 | ) | $ | (0.05 | ) | $ | (0.04 | ) | $ | 0.02 | $ | (0.13 | ) | |||||||
Diluted | $ | (0.05 | ) | $ | (0.05 | ) | $ | (0.04 | ) | $ | 0.02 | $ | (0.13 | ) | |||||||
Weighted average shares outstanding | |||||||||||||||||||||
Basic | 182,234,236 | 189,636,949 | 193,901,845 | 198,056,980 | 191,008,919 | ||||||||||||||||
Diluted | 182,234,236 | 189,636,949 | 193,901,845 | 202,718,409 | 191,008,919 | ||||||||||||||||
2012 | |||||||||||||||||||||
For the three months ended | For the year | ||||||||||||||||||||
Ended | |||||||||||||||||||||
31-Mar-12 | 30-Jun-12 | 30-Sep-12 | 31-Dec-12 | 31-Dec-12 | |||||||||||||||||
Revenues | 44,195,776 | 44,279,866 | 53,408,202 | 47,164,382 | 189,048,226 | ||||||||||||||||
Cost of goods sold | 46,454,288 | 46,300,806 | 55,670,850 | 49,549,229 | 197,975,173 | ||||||||||||||||
Gross loss | (2,258,512 | ) | (2,020,940 | ) | (2,262,648 | ) | (2,384,847 | ) | (8,926,947 | ) | |||||||||||
Research and development | 192,617 | 148,704 | 142,498 | 136,549 | 620,368 | ||||||||||||||||
Selling, general and administrative expenses | 1,962,841 | 2,412,495 | 2,551,415 | 4,686,606 | 11,613,357 | ||||||||||||||||
Operating loss | (4,413,970 | ) | (4,582,139 | ) | (4,956,561 | ) | (7,208,002 | ) | (21,160,672 | ) | |||||||||||
Other income/(expense) | |||||||||||||||||||||
Interest income | 348 | 1,840 | 348 | 2,440 | 4,976 | ||||||||||||||||
Interest expense | (3,965,047 | ) | (5,304,917 | ) | (3,376,796 | ) | (5,011,155 | ) | (17,657,915 | ) | |||||||||||
Other income/(expense) | 18,211 | (99,569 | ) | 54,219 | (140,136 | ) | (167,275 | ) | |||||||||||||
Gain on acquisition bargain purchase | - | - | 42,335,876 | - | 42,335,876 | ||||||||||||||||
Loss on debt extingishment | - | - | (9,068,868 | ) | - | (9,068,868 | ) | ||||||||||||||
Gain on sales of assets | - | 236,830 | - | 113,526 | 350,356 | ||||||||||||||||
Income/(loss) before income taxes | (8,360,458 | ) | (9,747,955 | ) | 24,988,218 | (12,243,327 | ) | (5,363,522 | ) | ||||||||||||
Income taxes benefit/(expense) | (4,000 | ) | - | 1,085,257 | - | 1,081,257 | |||||||||||||||
Net income/(loss) | (8,364,458 | ) | (9,747,955 | ) | 26,073,475 | (12,243,327 | ) | (4,282,265 | ) | ||||||||||||
Other comprehensive income/(loss) | |||||||||||||||||||||
Foreign currency translation adjustment | 310,983 | (226,977 | ) | 336,285 | (494,822 | ) | (74,531 | ) | |||||||||||||
Comprehensive income/(loss) | (8,053,475 | ) | (9,974,932 | ) | 26,409,760 | (12,738,149 | ) | (4,356,796 | ) | ||||||||||||
Income/(loss) per common share attributable to Aemetis, Inc. | |||||||||||||||||||||
Basic | (0.06 | ) | (0.07 | ) | 0.15 | (0.07 | ) | (0.03 | ) | ||||||||||||
Diluted | (0.06 | ) | (0.07 | ) | 0.15 | (0.07 | ) | (0.03 | ) | ||||||||||||
Weighted average shares outstanding | |||||||||||||||||||||
Basic | 131,128,280 | 133,239,456 | 168,583,985 | 170,734,618 | 151,023,977 | ||||||||||||||||
Diluted | 131,128,280 | 133,239,456 | 176,559,067 | 170,734,618 | 151,023,977 | ||||||||||||||||
16_Income_Tax_Tables
16. Income Tax (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Income Tax Disclosure [Abstract] | ' | ||||||||
Components of tax expense | ' | ||||||||
Year Ended December 31, | |||||||||
2013 | 2012 | ||||||||
Current: | |||||||||
Federal | — | — | |||||||
State and local | $ | 5,765 | $ | 4,000 | |||||
Foreign | — | — | |||||||
5,765 | 4,000 | ||||||||
Deferred: | |||||||||
Federal | — | (933,849 | ) | ||||||
State and local | — | (151,408 | ) | ||||||
Foreign | — | — | |||||||
Income tax expense/(benefit) | $ | 5,765 | $ | (1,081,257 | ) | ||||
U.S. loss and foreign loss before income taxes | ' | ||||||||
Year Ended December 31, | |||||||||
2013 | 2012 | ||||||||
United States | $ | (25,712,533 | ) | $ | (2,981,086 | ) | |||
Foreign | 281,089 | -2,382,436 | ) | ||||||
Loss before income taxes | $ | (24,431,444 | ) | $ | (5,363,522 | ) | |||
Effective tax rate | ' | ||||||||
Year Ended December 31, | |||||||||
2013 | 2012 | ||||||||
Income tax expense/(benefit) at the federal statutory rate | $ | (8,306,690 | ) | $ | (1,823,598 | ) | |||
Increase/(decrease) resulting from: | |||||||||
State tax expense/(benefit) | (695,240 | ) | (476,437 | ) | |||||
Stock-based compensation | 555,883 | 25,464 | |||||||
Foreign tax rate differential | 219,762 | 475,342 | |||||||
Interest expense | 327,647 | 429,673 | |||||||
Credits | — | (150,452 | ) | ||||||
Gain on bargain purchase | — | -16,727,979 | |||||||
Loss on debt extinguishment | 1,162,032 | 3,707,620 | |||||||
Cilion transaction costs | — | 302,271 | |||||||
Other | 69,195 | 196,721 | |||||||
Valuation allowance | 6,673,176 | 12,960,118 | |||||||
Income tax expense/(benefit) | 5,765 | (1,081,257 | ) | ||||||
Effective tax rate | -0.02 | % | 20.16 | % | |||||
Components of the net deferred tax asset or (liability) | ' | ||||||||
Year Ended December 31, | |||||||||
2013 | 2012 | ||||||||
Deferred tax assets/(liabilities): | |||||||||
Organization, start-up costs & intangible assets | $ | 9,302,636 | $ | 9,898,832 | |||||
Stock-based compensation | 114,946 | 233,365 | |||||||
Property, plant and equipment | -18,929,925 | (14,546,837 | ) | ||||||
Net operating loss carryforward | 49,139,117 | 38,790,667 | |||||||
Convertible debt | -5,325 | (9,382 | ) | ||||||
Credit carryforward | 1,500,000 | 1,500,000 | |||||||
Debt extinguishment | 2,535,798 | 1,822,458 | |||||||
Other, net | 1,544,586 | 839,555 | |||||||
Total deferred tax assets (liabilities) | 45,201,833 | 38,528,658 | |||||||
Less valuation allowance | $ | -45,201,833 | $ | (38,528,658 | ) | ||||
Deferred tax assets (liabilities) | — | — | |||||||
Open tax years, by major tax jurisdiction | ' | ||||||||
United States — Federal | 2009 – present | ||||||||
United States — State | 2009 – present | ||||||||
India | 2007 – present | ||||||||
Mauritius | 2007 – present |
17_Parent_Company_Financial_St1
17. Parent Company Financial Statements (Tables) | 12 Months Ended | ||||||||||
Dec. 31, 2013 | |||||||||||
Condensed Financial Information of Parent Company Only Disclosure [Abstract] | ' | ||||||||||
Parent Balance Sheets | ' | ||||||||||
Aemetis, Inc. (Parent Company) | |||||||||||
Consolidated Balance Sheets | |||||||||||
As of December 31, 2013 and 2012 | |||||||||||
Assets | 2013 | 2012 | |||||||||
Current assets | |||||||||||
Cash and cash equivalents | $ | 13,718 | $ | - | |||||||
Intercompany receivables | 27,627,159 | 20,802,877 | |||||||||
Total current assets | 27,640,877 | 20,802,877 | |||||||||
Investments in Subsidiaries, net of advances | |||||||||||
Investment in Aemetis International, Inc. | 2,678,525 | 3,060,684 | |||||||||
Investment in Aemetis Americas, Inc | - | 116,144 | |||||||||
Total investments in Subsidiaries, net of advances | 2,678,525 | 3,176,828 | |||||||||
Other assets | 23,095 | 23,095 | |||||||||
Total Assets | $ | 30,342,497 | $ | 24,002,800 | |||||||
Liabilities & stockholders' equity(deficit) | |||||||||||
Current liabilities | |||||||||||
Accounts payable | $ | 3,397,294 | $ | 4,037,137 | |||||||
Outstanding checks in excess of cash | - | 25,773 | |||||||||
Mandatorily redeemable Series B convertibe preferred | 2,539,528 | 2,437,649 | |||||||||
Other current liabilities | 1,677,835 | 2,174,608 | |||||||||
Total current liabilities | 7,614,657 | 8,675,167 | |||||||||
Subsidiary obligation in excess of investment | |||||||||||
Investment in AE Advanced Fuels, Inc. | 31,324,660 | 8,400,675 | |||||||||
Investment in Aemetis Americas, Inc | 246,676 | - | |||||||||
Investment in Aemetis Biofuels, Inc. | 2,741,279 | 2,624,575 | |||||||||
Investment in Aemetis Technologies, Inc. | 833,318 | 438,375 | |||||||||
Investment in Biofuels Marketing, Inc. | 349,056 | 349,056 | |||||||||
Total subsidiary obligation in excess of investment | 35,494,989 | 11,812,681 | |||||||||
Total long term liabilities | 35,494,989 | 11,812,681 | |||||||||
Stockholders' equity(deficit) | |||||||||||
Series B Preferred convertible stock | 2,401 | 3,098 | |||||||||
Common stock | 199,737 | 180,281 | |||||||||
Additional paid-in capital | 84,192,552 | 75,457,760 | |||||||||
Accumulated deficit | (94,245,503 | ) | (69,808,294 | ) | ) | ||||||
Accumulated other comprehensive loss | (2,916,336 | ) | (2,317,893 | ) | ) | ||||||
Total stockholders' equity(deficit) | (12,767,149 | ) | 3,514,952 | ) | |||||||
Total liabilities & stockholders' equity(deficit) | $ | 30,342,497 | $ | 24,002,800 | |||||||
Schedule Parent Statements of Operations and Comprehensive Loss | ' | ||||||||||
Aemetis, Inc. (Parent Company) | |||||||||||
Consolidated Statements of Operations and Comprehensive Loss | |||||||||||
For the Years Ended December 31, 2013 and 2012 | |||||||||||
2013 | 2012 | ||||||||||
Equity in subsidiary losses | $ (22,134,091) | $ (12,496) | |||||||||
Selling, general and administrative expenses | 2,686,828 | 2,302,944 | |||||||||
Operating loss | (24,820,919) | (2,315,440) | |||||||||
Other income/(expense) | |||||||||||
Interest expense | (187,417) | (1,865,803) | |||||||||
Other income/(expense) | 576,892 | (97,022) | |||||||||
Loss before income taxes | (24,431,444) | (4,278,265) | |||||||||
Income taxes expense | (5,765) | (4,000) | |||||||||
Net loss | $ (24,437,209) | $ (4,282,265) | |||||||||
Other comprehensive loss | |||||||||||
Foreign currency translation adjustment | (598,443) | (74,531) | |||||||||
Comprehensive loss | $ (25,035,652) | $ (4,356,796) | |||||||||
Parent Statements of Cash Flows | ' | ||||||||||
Aemetis, Inc. (Parent Company) | |||||||||||
Consolidated Statements of Cash Flows | |||||||||||
For the years ended December 31, 2013 and 2012 | |||||||||||
2013 | 2012 | ||||||||||
Operating activities: | |||||||||||
Net loss | (24,437,209 | ) | (4,282,265 | ) | |||||||
Adjustments to reconcile net loss to | |||||||||||
net cash provided/(used) in operating activities: | |||||||||||
Stock-based compensation | 1,760,072 | 686,059 | |||||||||
Amortization of debt issuance discount | - | 400,997 | |||||||||
Change in fair value of warrant liability | (197,127 | ) | 97,022 | ||||||||
Changes in assets and liabilities: | |||||||||||
Subsidiary portion of net losses | 22,134,091 | 12,496 | |||||||||
Prepaid expenses | - | 4,668 | |||||||||
Accounts payable | (639,843 | ) | 236,887 | ||||||||
Accrued interest expense | - | 682,983 | |||||||||
Other liabilities | (177,896 | ) | 288,203 | ||||||||
Net cash used in operating activities | (1,557,912 | ) | (1,872,950 | ) | |||||||
Investing activities: | |||||||||||
Change in outstanding checks in excess of cash | (25,773 | ) | 25,773 | ||||||||
Subsidiary advances, net | 514,668 | 9,417,256 | |||||||||
Net cash provided in investing activities | 488,895 | 9,443,029 | |||||||||
Financing activities: | |||||||||||
Proceeds from borrowings under secured debt facilities | - | 840,000 | |||||||||
Repayments of borrowings under secured debt facilities | - | (8,412,259 | ) | ||||||||
Equity Offering | 1,075,200 | - | |||||||||
Warrants exercised | 7,535 | 1,433 | |||||||||
Net cash provided by/(used in)by financing activities | 1,082,735 | (7,570,826 | ) | ||||||||
Net increase/(decrease) in cash and cash equivalents | 13,718 | (747 | ) | ||||||||
Cash and cash equivalents at beginning of period | - | 747 | |||||||||
Cash and cash equivalents at end of period | $ | 13,718 | $ | - | |||||||
Supplemental disclosures of cash flow information, cash paid: | |||||||||||
Interest payments | 4,522,097 | 2,084,751 | |||||||||
Income tax expense | 5,765 | 4,000 | |||||||||
Supplemental disclosures of cash flow information, non-cash transactions: | |||||||||||
Issuance of warrants to non-employees to secure procurement and working capital | 335,617 | ||||||||||
Issuance of warrants to subordinated debt holders | 1,127,120 | ||||||||||
Issuance of shares for acquisition | - | 12,511,200 | |||||||||
Payments of principal, fees and interest by issuance of stock | 3,616,284 | 11,885,579 | |||||||||
Issuance of shares to related party for repayment of line of credit | 821,946 | 4,107,141 | |||||||||
Beneficial conversion discount on related party debt | - | 884,851 | |||||||||
Other asset transferred to related party | 170,000 | ||||||||||
Warrant liability transferred to equity upon exercise | 1,006,648 |
1_Nature_of_Activities_and_Sum3
1. Nature of Activities and Summary of Significant Accounting Policies (Details) | Dec. 31, 2013 | Dec. 31, 2012 |
Nature Of Activities And Summary Of Significant Accounting Policies Details | ' | ' |
Series B preferred | 2,401,061 | 3,097,725 |
Series B warrants | 0 | 0 |
Common stock options and warrants | 14,802,721 | 10,309,257 |
Convertible interest & fees on related party note | 0 | 0 |
Convertible promissory note | 186,795 | 178,495 |
Total number of potentially dilutive shares excluded from the basic and diluted net in loss per share calculation | 17,390,577 | 13,585,477 |
2_Inventory_Details
2. Inventory (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Inventory Details | ' | ' |
Raw materials | $597,119 | $2,077,779 |
Work-in-progress | 1,723,866 | 1,672,957 |
Finished goods | 1,776,559 | 805,044 |
Total inventory | $4,097,544 | $4,555,780 |
2_Inventory_Details_Narrative
2. Inventory (Details Narrative) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Inventory Details Narrative | ' | ' |
Lower of cost of market reserve | $0 | $104,894 |
3_Property_Plant_and_Equipment2
3. Property, Plant and Equipment (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Property Plant And Equipment Details | ' | ' |
Land | $2,764,619 | $2,837,780 |
Plant and Buildings | 82,355,467 | 83,004,928 |
Furniture and fixtures | 557,636 | 376,333 |
Machinery and equipment | 2,076,162 | 2,615,140 |
Construction in progress | 539,234 | 82,627 |
Total gross property, plant & equipment | 88,293,118 | 88,916,808 |
Less accumulated depreciation | -9,364,989 | -5,023,336 |
Total net property, plant & equipment | $78,928,129 | $83,893,472 |
3_Property_Plant_and_Equipment3
3. Property, Plant and Equipment (Details Narrative) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Property Plant And Equipment Details Narrative | ' | ' |
Depreciation expense | $4,636,161 | $3,041,783 |
4_Intangible_Assets_and_Goodwi2
4. Intangible Assets and Goodwill (Details) (USD $) | Dec. 31, 2013 |
Intangible Assets And Goodwill Details | ' |
2014 | $80,222 |
2015 | 111,986 |
2016 | 111,986 |
2017 | 111,986 |
2018 | 111,986 |
Thereafter | 1,087,684 |
Total | $1,615,850 |
5_Notes_Payable_Details
5. Notes Payable (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Total revenues | ' | ' |
Third Eye Capital term note | $7,191,928 | $6,679,466 |
Third Eye Capital revolving credit facility | 38,349,178 | 23,378,535 |
Third Eye Capital revenue participation term note | 9,464,826 | 7,406,224 |
Third Eye Capital acquisition term note | 17,280,456 | 14,768,846 |
Cilion shareholder Seller note payable | 4,869,244 | 4,011,430 |
State Bank of India secured term loan | 5,857,104 | 5,756,752 |
Revolving line of credit - related party | 0 | 1,540,074 |
Subordinated debt notes | 5,317,252 | 3,338,114 |
EB-5 long term promissory notes | 1,036,863 | 1,006,863 |
Unsecured working capital loans and short-term notes | 2,391,332 | 2,159,291 |
Total debt | 91,758,183 | 70,045,595 |
Less current portion | 17,965,688 | 34,523,591 |
Total long term debt | $73,792,495 | $35,522,004 |
5_Notes_Payable_Details_1
5. Notes Payable (Details 1) (USD $) | Dec. 31, 2013 | |
For the twelve months ending | ' | |
2014 | $18,227,013 | |
2015 | 74,686,860 | [1] |
2016 | 2,223,151 | |
2017 | 1,036,863 | |
Total debts | 96,173,887 | |
Discounts | -4,415,704 | |
Total debt, net of discounts | $91,758,183 | |
[1] | Due to the Companys ability to extend the maturity of the Third Eye Capital notes by six months from the scheduled maturity of July 2014, the amounts are reflected above as a 2015 maturity. |
5_Notes_Payable_Details_Narrat
5. Notes Payable (Details Narrative) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Third Eye Capital Term Notes | ' | ' |
Unamortized discount | $340,114 | ' |
Third Eye Capital Revolving Credit Facility | ' | ' |
Unamortized debt issuance costs | 1,791,357 | ' |
Third Eye Capital Revenue Participation Term Notes | ' | ' |
Unamortized discount | 919,486 | ' |
Third Eye Capital Acquisition Term Notes | ' | ' |
Unamortized discount | 749,516 | ' |
Cilion shareholder Seller note payable | ' | ' |
Unamortized discount | 353,906 | ' |
State Bank of India secured term loan | ' | ' |
Unamortized discount | 0 | 4,966 |
Subordinated Notes | ' | ' |
Unamortized discount | 261,325 | 612,365 |
Unsecured working capital loans | ' | ' |
Principal payments made | 4,772,000 | 2,383,000 |
Interest payments | 181,000 | 174,000 |
Outstanding debt | 1,905,000 | 1,710,000 |
Short-term notes with a series of grants issued by the Maryland Department of Business and Economic Development | ' | ' |
Debt obligation | $486,000 | $449,000 |
6_Operating_Leases_Details
6. Operating Leases (Details) (USD $) | Dec. 31, 2013 |
Operating Leases Details | ' |
2014 | $314,371 |
2015 | 150,118 |
Total | $464,489 |
6_Operating_Leases_Details_Nar
6. Operating Leases (Details Narrative) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Operating Leases Details Narrative | ' | ' |
Rent expense | $385,983 | $2,170,824 |
7_Stockholders_Equity_Details
7. Stockholders Equity (Details) | Dec. 31, 2013 | Dec. 31, 2012 |
Authorized Shares | 65,000,000 | ' |
Shares Issued and Outstanding December 31, | 2,401,061 | 3,097,725 |
Undesignated | ' | ' |
Authorized Shares | 57,764,435 | ' |
Shares Issued and Outstanding December 31, | 0 | 0 |
Series B Preferred Stock | ' | ' |
Authorized Shares | 7,235,565 | ' |
Shares Issued and Outstanding December 31, | 2,401,061 | 3,097,725 |
8_Outstanding_Warrants_Details
8. Outstanding Warrants (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Number of Outstanding, Ending | 9,127,497 | 7,524,834 |
Weighted Average Exercise Price Outstanding, Ending | $0.49 | $0.59 |
Warrants | ' | ' |
Number Outstanding, Beginning | 1,806,923 | 1,428,590 |
Number of Warrants Granted | 5,818,439 | 2,555,000 |
Number of Warrants Exercised | -2,638,636 | -1,432,667 |
Number of Warrants Expired | -289,002 | -1,511,902 |
Number of Outstanding, Ending | 4,697,724 | 1,806,923 |
Weighted Average Exercise Price Outstanding, Beginning | $0.27 | $0.35 |
Weighted Average Exercise Price Granted | $0.26 | $0.00 |
Weighted Average Exercise Price Exercised | $0.01 | $0.00 |
Weighted Average Exercise Price Expired | $1.18 | $3 |
Weighted Average Exercise Price Outstanding, Ending | $0.34 | $0.27 |
Weighted Average Remaining Contractual Life (in years) Outstanding, Beginning | '2 years 8 months 8 days | '4 years 29 days |
Weighted Average Remaining Contractual Life (in years) Outstanding, Ending | '4 years 10 months 6 days | '2 years 8 months 8 days |
9_Fair_Value_of_Warrants_Detai
9. Fair Value of Warrants (Details) (USD $) | 12 Months Ended |
Dec. 31, 2013 | |
At Date of Issue during the Year | ' |
Expected dividend yield | 0.00% |
At Date of Issue during the Year | Minimum | ' |
Risk-free interest rate | 0.26% |
Expected volatility | 74.09% |
Expected Life (years), min | '2 years |
Exercise price | 0.001 |
Company stock price | 0.32 |
At Date of Issue during the Year | Maximum | ' |
Risk-free interest rate | 1.82% |
Expected volatility | 98.78% |
Expected Life (years), min | '10 years |
Exercise price | 0.5 |
Company stock price | 0.82 |
At Year End | ' |
Expected dividend yield | 0.00% |
Exercise price | 0.001 |
Company stock price | 0.32 |
At Year End | Minimum | ' |
Risk-free interest rate | 0.78% |
Expected volatility | 76.80% |
Expected Life (years), min | '3 years 6 months |
At Year End | Maximum | ' |
Risk-free interest rate | 1.27% |
Expected volatility | 78.05% |
Expected Life (years), min | '4 years |
10_Fair_Value_Measurements_Det
10. Fair Value Measurements (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Warranty liability | $59,593 | $267,950 |
Level 1 | ' | ' |
Warranty liability | 0 | 0 |
Level 2 | ' | ' |
Warranty liability | 0 | 0 |
Level 3 | ' | ' |
Warranty liability | $59,593 | $267,950 |
10_Fair_Value_Measurements_Det1
10. Fair Value Measurements (Details 1) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Fair Value Measurements Details 1 | ' | ' |
Beginning Balance | $267,950 | $0 |
Issuances of warrant liabilities | 995,418 | 1,189,095 |
Exercise of warrant liabilities | -1,006,648 | -1,018,167 |
Realized and unrealized gain related to change in fair value | -197,127 | 97,022 |
Ending Balance | $59,593 | $267,950 |
11_Stock_Based_Compensation_De
11. Stock Based Compensation (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Weighted Average Exercise Price Outstanding, Ending | $0.49 | $0.59 |
Options | ' | ' |
Number of Shares Available, Beginning | 1,611,134 | 1,656,148 |
Number of Share Authorized | 1,000,000 | 1,000,000 |
Number of Shares Granted | -2,876,000 | -2,555,000 |
Number of Shares Exercised | 0 | 0 |
Number of Shares Forfeited/Expired | 1,009,332 | 1,511,902 |
Number of Shares Availabe, Ending | 744,466 | 1,611,134 |
Number of Shares Outstanding, Beginning | 7,524,834 | 6,803,701 |
Number of Shares Granted | 2,876,000 | 2,555,000 |
Number of Shares Exercised | -264,005 | -321,965 |
Number of Shares Forfeited | -1,009,332 | -1,511,902 |
Number of Shares Outstanding, Ending | 9,127,497 | 7,524,834 |
Weighted Average Exercise Price Outstanding, Beginning | $0.59 | $0.94 |
Weighted Average Exercise Price Granted | $0.58 | $0.55 |
Weighted Average Exercise Price Exercised | $0.33 | $0.23 |
Weighted Average Exercise Price Forfeited | $1.53 | $2.17 |
Weighted Average Exercise Price Outstanding, Ending | $0.49 | $0.59 |
11_StockBased_Compensation_Det
11. Stock-Based Compensation (Details 1) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Number of Outstanding, Ending | 9,127,497 | 7,524,834 |
Weighted Average Exercise Price Outstanding, Ending | $0.49 | $0.59 |
Remaining Contractual Term (In Years) | '2 years 9 months 15 days | '3 years 7 days |
Average Intrinsic Value | $532,043 | $2,517,107 |
Unvested Options | ' | ' |
Number of Outstanding, Ending | 3,694,322 | 2,462,984 |
Weighted Average Exercise Price Outstanding, Ending | $0.57 | $0.52 |
Remaining Contractual Term (In Years) | '4 years 1 month 10 days | '4 years 8 months 8 days |
Average Intrinsic Value | 8,931 | 435,197 |
Vested Options | ' | ' |
Number of Outstanding, Ending | 5,163,175 | 5,061,850 |
Weighted Average Exercise Price Outstanding, Ending | $0.44 | $0.63 |
Remaining Contractual Term (In Years) | '1 year 9 months 7 days | '2 years 2 months 16 days |
Average Intrinsic Value | $523,112 | $2,081,910 |
11_StockBased_Compensation_Det1
11. Stock-Based Compensation (Details 2) (Options, USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Dividend-yield | 0.00% | 0.00% |
Expected volatility | ' | 79.08% |
Weighted average fair value per share of common stock | $0.28 | $0.26 |
Minimum | ' | ' |
Risk-free interest rate | 0.13% | 0.28% |
Expected volatility | 60.37% | ' |
Expected life (years) | '1 year | '2 years |
Maximum | ' | ' |
Risk-free interest rate | 0.67% | 0.38% |
Expected volatility | 79.70% | ' |
Expected life (years) | '3 years | '3 years |
11_StockBased_Compensation_Det2
11. Stock-Based Compensation (Details 3) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Number of Outstanding, Ending | 9,127,497 | 7,524,834 |
Weighted Average Exercise Price Outstanding, Ending | $0.49 | $0.59 |
Remaining Contractual Term (In Years) | '2 years 9 months 15 days | '3 years 7 days |
Average Intrinsic Value | $532,043 | $2,517,107 |
Vested Options | ' | ' |
Number of Outstanding, Ending | 5,163,175 | 5,061,850 |
Weighted Average Exercise Price Outstanding, Ending | $0.44 | $0.63 |
Remaining Contractual Term (In Years) | '1 year 9 months 7 days | '2 years 2 months 16 days |
Average Intrinsic Value | 523,112 | 2,081,910 |
Unvested Options | ' | ' |
Number of Outstanding, Ending | 3,694,322 | 2,462,984 |
Weighted Average Exercise Price Outstanding, Ending | $0.57 | $0.52 |
Remaining Contractual Term (In Years) | '4 years 1 month 10 days | '4 years 8 months 8 days |
Average Intrinsic Value | 8,931 | 435,197 |
Options Granted Outside the Company stock plans | ' | ' |
Number of Outstanding, Ending | 977,500 | 977,500 |
Weighted Average Exercise Price Outstanding, Ending | $0.55 | $0.55 |
Remaining Contractual Term (In Years) | '3 years 10 months 6 days | '4 years 10 months 6 days |
Average Intrinsic Value | 0 | 146,625 |
Options Granted Outside the Company stock plans | Vested Options | ' | ' |
Number of Outstanding, Ending | 690,000 | 402,500 |
Weighted Average Exercise Price Outstanding, Ending | $0.55 | $0.55 |
Remaining Contractual Term (In Years) | '3 years 10 months 6 days | '4 years 10 months 6 days |
Average Intrinsic Value | 0 | 60,375 |
Options Granted Outside the Company stock plans | Unvested Options | ' | ' |
Number of Outstanding, Ending | 287,500 | 575,000 |
Weighted Average Exercise Price Outstanding, Ending | $0.55 | $0.55 |
Remaining Contractual Term (In Years) | '3 years 10 months 6 days | '4 years 10 months 6 days |
Average Intrinsic Value | $0 | $86,250 |
12_Agreements_Details
12. Agreements (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Agreements Details | ' | ' |
Ethanol sales | $106,565,941 | $128,830,630 |
Distiller's Grains | 26,490,413 | 35,468,559 |
Corn Oil | 2,609,061 | 2,582,858 |
Corn purchases | 95,999,548 | 156,984,918 |
Grain Sorghum Purchases | 11,522,666 | 0 |
Accounts receivable | 641,147 | 394,784 |
Accounts payable | $2,227,828 | $2,650,013 |
13_Segment_Information_Details
13. Segment Information (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Revenues | ' | ' |
India | $32,816,122 | $13,547,620 |
North America | 144,697,850 | 175,500,606 |
Total revenues | 177,513,972 | 189,048,226 |
Cost of goods sold | ' | ' |
India | 28,722,704 | 14,191,098 |
North America | 130,497,508 | 183,784,075 |
Total cost of goods sold | 159,220,212 | 197,975,173 |
Gross profit/(loss) | ' | ' |
India | 4,093,418 | -643,478 |
North America | 14,200,342 | -8,283,469 |
Total gross profit/(loss) | $18,293,760 | ($8,926,947) |
13_Segment_Information_Details1
13. Segment Information (Details 1) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Segment Information Details 1 | ' | ' |
India | $13,958,695 | $15,597,333 |
North America (United States) | 83,183,197 | 81,274,826 |
Total Assets | $97,141,892 | $96,872,159 |
14_Quarterly_Financial_Data_De
14. Quarterly Financial Data (Details) (USD $) | 3 Months Ended | 12 Months Ended | ||||||||
Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Jun. 30, 2012 | Mar. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | |
Quarterly Financial Information Disclosure [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenues | $54,053,339 | $56,687,910 | $47,352,509 | $19,420,214 | $47,164,382 | $53,408,202 | $44,279,866 | $44,195,776 | $177,513,972 | $189,048,226 |
Cost of goods sold | 42,793,136 | 53,652,334 | 43,602,242 | 19,172,500 | 49,549,229 | 55,670,850 | 46,300,806 | 46,454,288 | 159,220,212 | 197,975,173 |
Gross profit | 11,260,203 | 3,035,576 | 3,750,267 | 247,714 | -2,384,847 | -2,262,648 | -2,020,940 | -2,258,512 | 18,293,760 | -8,926,947 |
Research and development | 71,242 | 115,099 | 123,822 | 228,759 | 136,549 | 142,498 | 148,704 | 192,617 | 538,922 | 620,368 |
Selling, general and administrative expenses | 3,197,232 | 3,878,786 | 3,983,544 | 4,215,546 | 4,686,606 | 2,551,415 | 2,412,495 | 1,962,841 | 15,275,108 | 11,613,357 |
Operating income/(loss) | 7,991,729 | -958,309 | -357,099 | -4,196,591 | -7,208,002 | -4,956,561 | -4,582,139 | -4,413,970 | 2,479,730 | -21,160,672 |
Other income/(expense) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest rate expense | -3,291,260 | -2,932,592 | -2,912,590 | -2,670,702 | -5,011,155 | -3,376,796 | -5,304,917 | -3,965,047 | -11,807,144 | -17,657,915 |
Amortization expense | -2,102,795 | -2,019,779 | -6,071,548 | -2,274,262 | ' | ' | ' | ' | -12,468,384 | ' |
Gain on acquisition bargain purchase | ' | ' | ' | ' | 0 | 42,335,876 | 0 | 0 | 0 | 42,335,876 |
Loss on debt extingishment | 0 | -2,520,866 | -231,191 | -956,480 | 0 | -9,068,868 | 0 | 0 | -3,708,537 | -9,068,868 |
Interest income | 298 | 7,974 | 1,424 | 348 | 2,440 | 348 | 1,840 | 348 | 10,044 | 4,976 |
Gain on sales of assets | 47,062 | 107,759 | 47,774 | 126,160 | 113,526 | 0 | 236,830 | 0 | 328,755 | 350,356 |
Other income/(expense) | 613,166 | 27,032 | -69,228 | 163,122 | -140,136 | 54,219 | -99,569 | 18,211 | 734,092 | -167,275 |
Income/ (loss) before income taxes | 3,258,200 | -8,288,781 | -9,592,458 | -9,808,405 | -12,243,327 | 24,988,218 | -9,747,955 | -8,360,458 | -24,431,444 | -5,363,522 |
Income tax (expense)/benefit | -165 | 0 | 0 | -5,600 | ' | 1,085,257 | ' | -4,000 | -5,765 | 1,081,257 |
Net income/(loss) | 3,258,035 | -8,288,781 | -9,592,458 | -9,814,005 | -12,243,327 | 26,073,475 | -9,747,955 | -8,364,458 | -24,437,209 | -4,282,265 |
Other comprehensive income | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Foreign currency translation adjustment | 76,861 | -274,988 | -599,566 | 199,250 | -494,822 | 336,285 | -226,977 | 310,983 | -598,443 | -74,531 |
Comprehensive income/(loss) | $3,334,896 | ($8,563,769) | ($10,192,024) | ($9,614,755) | ($12,738,149) | $26,409,760 | ($9,974,932) | ($8,053,475) | ($25,035,652) | ($4,356,796) |
Income/(loss) per common share attributable to Aemetis, Inc. | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Basic | $0.02 | ($0.04) | ($0.05) | ($0.05) | ($0.07) | $0.15 | ($0.07) | ($0.06) | ($0.13) | ($0.03) |
Diluted | $0.02 | ($0.04) | ($0.05) | ($0.05) | ($0.07) | $0.15 | ($0.07) | ($0.06) | ($0.13) | ($0.03) |
Weighted average shares outstanding | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Basic | 198,056,980 | 193,901,845 | 189,636,949 | 182,234,236 | 170,734,618 | 168,583,985 | 133,239,456 | 131,128,280 | 191,008,919 | 151,023,977 |
Diluted | 202,718,409 | 193,901,845 | 189,636,949 | 182,234,236 | 170,734,618 | 176,559,067 | 133,239,456 | 131,128,280 | 191,008,919 | 151,023,977 |
15_Related_Party_Transactions_
15. Related Party Transactions (Details Narrative) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Eric McAfee and McAfee Capital | ' | ' |
Related party debt | $966,935 | $1,262,133 |
Related party transaction | 53,594 | 65,343 |
Laird Cagan | ' | ' |
Shares distributed to satisfy revolving line of credit debt | 1,171,536 | 6,231,159 |
Board Members | ' | ' |
Related party debt | 1,651,146 | 1,300,313 |
Related party transaction | $354,833 | $379,500 |
16_Income_Tax_Details
16. Income Tax (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Current: | ' | ' |
Federal | $0 | $0 |
State and local | 5,765 | 4,000 |
Foreign | 0 | 0 |
Total | 5,765 | 4,000 |
Deferred: | ' | ' |
Federal | 0 | -933,849 |
State and local | 0 | -151,408 |
Foreign | 0 | 0 |
Income tax expense/(benefit) | $5,765 | ($1,081,257) |
16_Income_Tax_Details_1
16. Income Tax (Details 1) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Income Tax Disclosure [Abstract] | ' | ' |
United States | ($25,712,533) | ($2,981,086) |
Foreign | 281,089 | -2,382,436 |
Loss before income taxes | ($24,431,444) | ($5,363,522) |
16_Income_Tax_Details_2
16. Income Tax (Details 2) (USD $) | 3 Months Ended | 12 Months Ended | ||||||||
Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Jun. 30, 2012 | Mar. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | |
Income Tax Disclosure [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Income tax expense/(benefit) at the federal statutory rate | ' | ' | ' | ' | ' | ' | ' | ' | ($8,306,690) | ($1,823,598) |
State tax expense (benefit) | ' | ' | ' | ' | ' | ' | ' | ' | -695,240 | -476,437 |
Stock-based compensation | ' | ' | ' | ' | ' | ' | ' | ' | 555,883 | 25,464 |
Foreign tax rate differential | ' | ' | ' | ' | ' | ' | ' | ' | 219,762 | 475,342 |
Interest expense | ' | ' | ' | ' | ' | ' | ' | ' | 327,647 | 429,673 |
Credits | ' | ' | ' | ' | ' | ' | ' | ' | 0 | -150,452 |
Gain on bargain purchase | ' | ' | ' | ' | ' | ' | ' | ' | 0 | -16,727,979 |
Loss on debt extinguishment | ' | ' | ' | ' | ' | ' | ' | ' | 1,162,032 | 3,707,620 |
Cilion transaction costs | ' | ' | ' | ' | ' | ' | ' | ' | 0 | 302,271 |
Other | ' | ' | ' | ' | ' | ' | ' | ' | 69,195 | 196,721 |
Valuation allowance | ' | ' | ' | ' | ' | ' | ' | ' | 6,673,176 | 12,960,118 |
Income tax (expense)/benefit | $165 | $0 | $0 | $5,600 | ' | ($1,085,257) | ' | $4,000 | $5,765 | ($1,081,257) |
Effective tax rate | ' | ' | ' | ' | ' | ' | ' | ' | -0.02% | 20.16% |
16_Income_Tax_Details_3
16. Income Tax (Details 3) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Deferred tax assets (liabilities): | ' | ' |
Organization, start-up costs & intangible assets | $9,302,636 | $9,898,832 |
Stock-based compensation | 114,946 | 233,365 |
Property, plant and equipment deferred tax asset | -18,929,925 | -14,546,837 |
Net operating loss carryforward | 49,139,117 | 38,790,667 |
Convertible debt | -5,325 | -9,382 |
Credit carryforward | 1,500,000 | 1,500,000 |
Debt extinguishment | 2,535,989 | 1,822,458 |
Other, net | 1,544,586 | 839,555 |
Total deferred tax assets (liabilities) | 45,201,833 | 38,528,658 |
Less valuation allowance | -45,201,833 | -38,528,658 |
Deferred tax assets (liabilities) | $0 | $0 |
16_Income_Tax_Details_Narrativ
16. Income Tax (Details Narrative) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Undistributed earnings of the Company's foreign subsidiaries | ($9,169,651) | ($9,494,738) |
Federal | ' | ' |
Operating loss carryforwards | 115,000,000 | ' |
State | ' | ' |
Operating loss carryforwards | $113,000,000 | ' |
17_Parent_Company_Financial_St2
17. Parent Company Financial Statements (Unaudited) (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2010 |
Parent Company Financial Statements | Parent Company Financial Statements | Parent Company Financial Statements | ||||
Current assets: | ' | ' | ' | ' | ' | ' |
Cash and cash equivalents | ' | ' | ' | $13,718 | $0 | $17,631 |
Intercompany receivables | ' | ' | ' | 27,627,159 | 20,802,877 | 0 |
Prepaid expenses | 583,891 | 264,243 | ' | ' | ' | ' |
Total current assets | 12,706,908 | 6,845,449 | ' | 27,640,877 | 20,802,877 | 23,458 |
Investments in Subsidiaries, net of advances | ' | ' | ' | ' | ' | ' |
Investment in Aemetis International, Inc. | ' | ' | ' | 2,678,525 | 3,060,684 | 9,831,430 |
Investment in Aemetis Americas, Inc | ' | ' | ' | 0 | 116,144 | 259,473 |
Total investments in Subsidiaries, net of advances | ' | ' | ' | 2,678,525 | 3,176,828 | 10,090,903 |
Other assets | 2,923,011 | 3,365,244 | ' | 23,095 | 23,095 | 23,096 |
Total Assets | 97,141,892 | 96,872,159 | ' | 30,342,497 | 24,002,800 | 10,139,650 |
Liabilities & stockholders' deficit | ' | ' | ' | ' | ' | ' |
Accounts payable | 9,365,585 | 15,070,106 | ' | 3,397,294 | 4,037,137 | 3,056,268 |
Outstanding checks in excess of cash | ' | ' | ' | 0 | 25,773 | 0 |
Mandatorily redeemable Series B convertibe preferred | ' | ' | ' | 2,539,528 | 2,437,649 | 2,221,872 |
Secured notes, net of discount for issuance cost | 5,857,104 | 5,756,752 | ' | ' | ' | ' |
Other current liabilities | 6,245,745 | 5,803,857 | ' | 1,677,835 | 2,174,608 | 1,714,229 |
Total current liabilities | 36,116,546 | 57,835,203 | ' | 7,614,657 | 8,675,167 | 8,126,086 |
Subsidiary obligation in excess of investment | ' | ' | ' | ' | ' | ' |
Investment in AE Advanced Fuels, Inc. | ' | ' | ' | 31,324,660 | 8,400,675 | 2,699,296 |
Investment in Aemetis Americas, Inc | ' | ' | ' | 246,676 | 0 | 0 |
Investment in Aemetis Biofuels, Inc. | ' | ' | ' | 2,741,279 | 2,624,575 | 2,488,735 |
Investment in Aemetis Technologies, Inc. | ' | ' | ' | 833,318 | 438,375 | 0 |
Investment in Biofuels Marketing, Inc. | ' | ' | ' | 349,056 | 349,056 | 360,185 |
Total subsidiary obligation in excess of investment | ' | ' | ' | 35,494,989 | 11,812,681 | 5,548,216 |
Total long term liabilities | 73,792,495 | 35,522,004 | ' | 35,494,989 | 11,812,681 | 11,463,272 |
Stockholders' equity/(deficit) | ' | ' | ' | ' | ' | ' |
Series B Preferred convertible stock | 2,401 | 3,098 | ' | 2,401 | 3,098 | 3,165 |
Common stock | 199,737 | 180,281 | ' | 199,737 | 180,281 | 90,342 |
Additional paid-in capital | 84,192,552 | 75,457,760 | ' | 84,192,552 | 75,457,760 | 38,557,376 |
Accumulated deficit | -94,245,503 | -69,808,294 | ' | -94,245,503 | -69,808,294 | -47,229,670 |
Accumulated other comprehensive loss | -2,916,336 | -2,317,893 | ' | -2,916,336 | -2,317,893 | -870,921 |
Total stockholders' equity(deficit) | -12,767,149 | 3,514,952 | -22,203,082 | -12,767,149 | 3,514,952 | -9,449,708 |
Total liabilities & stockholders' equity (deficit) | $97,141,892 | $96,872,159 | ' | $30,342,497 | $24,002,800 | $10,139,650 |
17_Parent_Company_Financial_St3
17. Parent Company Financial Statements (Details 1) (USD $) | 3 Months Ended | 12 Months Ended | ||||||||
Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Jun. 30, 2012 | Mar. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | |
Selling, general and administrative expenses | $3,197,232 | $3,878,786 | $3,983,544 | $4,215,546 | $4,686,606 | $2,551,415 | $2,412,495 | $1,962,841 | $15,275,108 | $11,613,357 |
Operating loss | 7,991,729 | -958,309 | -357,099 | -4,196,591 | -7,208,002 | -4,956,561 | -4,582,139 | -4,413,970 | 2,479,730 | -21,160,672 |
Other income/(expense) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest expense | -3,291,260 | -2,932,592 | -2,912,590 | -2,670,702 | -5,011,155 | -3,376,796 | -5,304,917 | -3,965,047 | -11,807,144 | -17,657,915 |
Other income/(expense) | 613,166 | 27,032 | -69,228 | 163,122 | -140,136 | 54,219 | -99,569 | 18,211 | 734,092 | -167,275 |
Loss before income taxes | 3,258,200 | -8,288,781 | -9,592,458 | -9,808,405 | -12,243,327 | 24,988,218 | -9,747,955 | -8,360,458 | -24,431,444 | -5,363,522 |
Income tax (expense)/benefit | -165 | 0 | 0 | -5,600 | ' | 1,085,257 | ' | -4,000 | -5,765 | 1,081,257 |
Other comprehensive loss | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Foreign currency translation adjustment | 76,861 | -274,988 | -599,566 | 199,250 | -494,822 | 336,285 | -226,977 | 310,983 | -598,443 | -74,531 |
Comprehensive loss | 3,334,896 | -8,563,769 | -10,192,024 | -9,614,755 | -12,738,149 | 26,409,760 | -9,974,932 | -8,053,475 | -25,035,652 | -4,356,796 |
Parent Company Financial Statements | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Equity in subsidiary earnings (losses) | ' | ' | ' | ' | ' | ' | ' | ' | -22,134,091 | -12,496 |
Selling, general and administrative expenses | ' | ' | ' | ' | ' | ' | ' | ' | 2,686,828 | 2,302,944 |
Operating loss | ' | ' | ' | ' | ' | ' | ' | ' | -24,820,919 | -2,315,440 |
Other income/(expense) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest expense | ' | ' | ' | ' | ' | ' | ' | ' | 187,417 | 1,865,803 |
Other income/(expense) | ' | ' | ' | ' | ' | ' | ' | ' | 576,892 | -97,022 |
Loss before income taxes | ' | ' | ' | ' | ' | ' | ' | ' | -24,431,444 | -4,278,265 |
Income tax (expense)/benefit | ' | ' | ' | ' | ' | ' | ' | ' | 5,765 | 4,000 |
Net loss | ' | ' | ' | ' | ' | ' | ' | ' | -24,437,209 | -4,282,265 |
Other comprehensive loss | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Foreign currency translation adjustment | ' | ' | ' | ' | ' | ' | ' | ' | -598,443 | -74,531 |
Comprehensive loss | ' | ' | ' | ' | ' | ' | ' | ' | ($25,035,652) | ($4,356,796) |
17_Parent_Company_Financial_St4
17. Parent Company Financial Statements (Details 2) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Adjustments to reconcile net loss to net cash provided/(used) in operating activities: | ' | ' |
Stock-based compensation | $1,760,072 | $686,059 |
Change in fair value of warrant liability | -197,127 | 97,022 |
Changes in assets and liabilities: | ' | ' |
Prepaid expenses | 13,535 | 148,166 |
Net cash (used in) operating activities | -1,683,125 | -16,931,727 |
Financing activities: | ' | ' |
Equity Offering | 1,075,200 | ' |
Warrants exercised | 1,082,735 | 1,433 |
Net cash used by financing activities | 6,249,916 | 33,336,449 |
Net increase/(decrease) in cash and cash equivalents | 4,635,217 | 41,137 |
Cash and cash equivalents at beginning of period | 290,603 | 249,466 |
Cash and cash equivalents at end of period | 4,925,820 | 290,603 |
Supplemental disclosures of cash flow information, cash paid: | ' | ' |
Income tax expense | -5,765 | 4,000 |
Supplemental disclosures of cash flow information, non-cash transactions: | ' | ' |
Issuance of warrants to subordinated debt holders | 1,127,120 | 0 |
Issuance of shares for acquisition | 0 | 12,511,200 |
Issuance of shares to related party for repayment of line of credit | 821,946 | 4,107,141 |
Other asset transferred to related party | 170,000 | 0 |
Warrant liability transferred to equity upon exercise | 1,006,648 | 0 |
Parent Company Financial Statements | ' | ' |
Operating activities: | ' | ' |
Net loss | -24,437,209 | -4,282,265 |
Adjustments to reconcile net loss to net cash provided/(used) in operating activities: | ' | ' |
Stock-based compensation | 1,760,072 | 686,059 |
Amortization of debt issuance discount | 0 | 400,997 |
Change in fair value of warrant liability | -197,127 | 97,022 |
Changes in assets and liabilities: | ' | ' |
Subsidiary portion of net losses | 22,134,091 | 12,496 |
Prepaid expenses | 0 | 4,668 |
Accounts payable | -639,843 | 236,887 |
Accrued interest expense | 0 | 682,983 |
Other liabilities | -177,896 | 288,203 |
Net cash (used in) operating activities | -1,557,912 | -1,872,950 |
Investing activities: | ' | ' |
Change in outstanding checks in excess of cash | -25,773 | 25,773 |
Subsidiary advances, net | 514,668 | 9,417,256 |
Net cash provided in investing activities | 488,895 | 9,443,029 |
Financing activities: | ' | ' |
Proceeds from borrowings under secured debt facilities | 0 | 840,000 |
Repayments of borrowings under secured debt facilities | 0 | -8,412,259 |
Equity Offering | 1,075,200 | 0 |
Warrants exercised | 7,535 | 1,433 |
Net cash used by financing activities | 1,082,735 | -7,570,826 |
Net increase/(decrease) in cash and cash equivalents | 13,718 | -747 |
Cash and cash equivalents at beginning of period | 0 | 747 |
Cash and cash equivalents at end of period | 13,718 | 0 |
Supplemental disclosures of cash flow information, cash paid: | ' | ' |
Interest payments | 4,522,097 | 2,084,751 |
Income tax expense | 5,765 | 4,000 |
Supplemental disclosures of cash flow information, non-cash transactions: | ' | ' |
Issuance of warrants to non-employees to secure procurement and working capital | 335,617 | 0 |
Issuance of warrants to subordinated debt holders | 1,127,120 | 0 |
Issuance of shares for acquisition | 0 | 12,511,200 |
Payments of principal, fees and interest by issuance of stock | 3,616,284 | 11,885,579 |
Issuance of shares to related party for repayment of line of credit | 821,946 | 4,107,141 |
Beneficial conversion discount on related party debt | 0 | 884,851 |
Other asset transferred to related party | 170,000 | 0 |
Warrant liability transferred to equity upon exercise | $1,006,648 | $0 |