Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Mar. 05, 2015 | Jun. 30, 2014 | |
Document And Entity Information | |||
Entity Registrant Name | AEMETIS, INC. | ||
Entity Central Index Key | 738214 | ||
Document Type | 10-K | ||
Document Period End Date | 31-Dec-14 | ||
Amendment Flag | FALSE | ||
Current Fiscal Year End Date | -19 | ||
Is Entity a Well-known Seasoned Issuer? | No | ||
Is Entity a Voluntary Filer? | No | ||
Is Entity's Reporting Status Current? | Yes | ||
Entity Filer Category | Accelerated Filer | ||
Entity Public Float | $100,884,800 | ||
Entity Common Stock, Shares Outstanding | 20,771,914 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2014 |
CONSOLIDATED_BALANCE_SHEETS
CONSOLIDATED BALANCE SHEETS (USD $) | Dec. 31, 2014 | Dec. 31, 2013 | ||
In Thousands, unless otherwise specified | ||||
Current assets: | ||||
Cash and cash equivalents | $332 | $4,926 | ||
Accounts receivable | 1,262 | 2,764 | ||
Inventories | 4,491 | 4,098 | ||
Prepaid expenses | 1,392 | 584 | ||
Other current assets | 456 | 335 | ||
Total current assets | 7,933 | 12,707 | ||
Property, plant and equipment, net | 75,810 | 78,928 | ||
Goodwill | 968 | 968 | ||
Intangible assets, net of accumulated amortization of $264 and $184, as of 2014 and 2013 respectively | 1,536 | 1,616 | ||
Other assets | 2,929 | 2,923 | ||
Total assets | 89,176 | 97,142 | ||
Current liabilities: | ||||
Accounts payable | 8,339 | 9,366 | ||
Current portion of long term debt | 6,032 | 10,257 | ||
Short term borrowings | 6,714 | 7,709 | ||
Mandatorily redeemable Series B convertible preferred stock | 2,641 | 2,540 | ||
Other current liabilities | 3,590 | 6,245 | ||
Total current liabilities | 27,316 | 36,117 | ||
Long term debt | 64,555 | 73,792 | ||
Other long term liability | 277 | 0 | ||
Total long term liabilities | 64,832 | 73,792 | ||
Stockholders' deficit: | ||||
Series B convertible preferred stock, $0.001 par value; 7,235 authorized; 1,665 and 2,401 shares issued and outstanding each period, respectively (aggregate liquidation preference of $4,995 and $7,203, respectively) | 2 | 2 | ||
Common stock, $0.001 par value; 40,000 authorized; 20,650 and 19,974 shares issued and outstanding, respectively | 21 | [1] | 20 | [1] |
Additional paid-in capital | 87,080 | [1] | 84,373 | [1] |
Accumulated deficit | -87,113 | -94,246 | ||
Accumulated other comprehensive loss | -2,962 | -2,916 | ||
Total stockholders' (deficit) | -2,972 | -12,767 | ||
Total liabilities and stockholders'(deficit) | $89,176 | $97,142 | ||
[1] | The Common Stock and Additional paid-in capital for all periods presented reflect the one-for-ten reverse split, which took effect May 15, 2014. |
CONSOLIDATED_BALANCE_SHEETS_Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, except Share data, unless otherwise specified | ||
Statement of Financial Position [Abstract] | ||
Intangible assets, net of accumulated amortization | $264 | $184 |
Series B Preferred stock, par value | $0.00 | $0.00 |
Series B Preferred stock, authorized | 7,235 | 7,235 |
Series B Preferred stock, shares issued | 1,665 | 2,401 |
Series B Preferred stock, shares outstanding | 1,665 | 2,401 |
Aggregate Liquidation Preference | $4,995 | $7,203 |
Common stock, par value | $0.00 | $0.00 |
Common stock, shares authorized | 40,000 | 40,000 |
Common stock, shares issued | 20,650 | 19,974 |
Common stock, shares outstanding | 20,650 | 19,974 |
CONSOLIDATED_STATEMENTS_OF_OPE
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (USD $) | 12 Months Ended | |||||
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |||
Income Statement [Abstract] | ||||||
Revenues | $207,683 | $177,514 | $189,048 | |||
Cost of goods sold | 170,539 | 159,220 | 197,975 | |||
Gross profit (loss) | 37,144 | 18,294 | -8,927 | |||
Research and development expenses | 459 | 539 | 620 | |||
Selling, general and administrative expenses | 12,595 | 15,275 | 11,613 | |||
Operating income (loss) | 24,090 | 2,480 | -21,160 | |||
Other income (expense) | ||||||
Interest rate expense | -10,052 | -11,808 | -10,114 | |||
Amortization expense | -6,038 | -12,467 | -7,544 | |||
Loss on debt extinguishment | -1,346 | -3,709 | -9,069 | |||
Gain on bargain purchase | 0 | 0 | 42,336 | |||
Gain (loss) on sale or disposal of assets | -119 | 329 | 350 | |||
Other income (expense) | 604 | 744 | -162 | |||
Income (loss) before income taxes | 7,139 | -24,431 | -5,363 | |||
Income tax (expense) benefit | -6 | -6 | 1,081 | |||
Net income (loss) | 7,133 | -24,437 | -4,282 | |||
Other comprehensive income | ||||||
Foreign currency translation adjustment | -46 | -598 | -75 | |||
Comprehensive income (loss) | $7,087 | ($25,035) | ($4,357) | |||
Net income(loss) per common share | ||||||
Basic | $0.35 | [1] | ($1.28) | [1] | ($0.28) | [1] |
Diluted | $0.34 | [1] | ($1.28) | [1] | ($0.28) | [1] |
Weighted average shares outstanding | ||||||
Basic | 20,371 | [1] | 19,101 | [1] | 15,102 | [1] |
Diluted | 21,047 | [1] | 19,101 | [1] | 15,102 | [1] |
[1] | The Earnings per share and Weighted average shares outstanding for all periods presented reflect the one-for-ten reverse split, which took effect May 15, 2014. |
CONSOLIDATED_STATEMENTS_OF_CAS
CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Operating activities: | |||
Net income (loss) | $7,133 | ($24,437) | ($4,282) |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activitites: | |||
Share-based compensation | 624 | 1,760 | 686 |
Stock issued in connection with consultant services | 645 | 0 | 0 |
Depreciation | 4,681 | 4,636 | 3,042 |
Inventory provision | 0 | 0 | 105 |
Debt related amortization expense | 6,038 | 12,468 | 7,544 |
Intangibles and other amortization expense | 126 | 254 | 0 |
Change in fair value of warrant liability | 48 | -197 | 97 |
Loss on extinguishment of debt | 1,346 | 3,709 | 9,069 |
(Gain) loss on sale/ Disposal of assets | 119 | -329 | -350 |
Gain on acquisition bargain purchase | 0 | 0 | -42,336 |
Deferred tax asset | 0 | 0 | -1,085 |
Changes in operating assets and liabilities: | |||
Accounts receivable | 1,498 | -1,487 | 3,114 |
Inventory | -457 | 211 | -740 |
Prepaid expenses | -311 | 14 | 148 |
Other current assets and other assets | -187 | -694 | 476 |
Accounts payable | -879 | -5,412 | 800 |
Accrued interest expense and fees, net of payments | 3,124 | 7,007 | 4,006 |
Other liabilities | -2,956 | 814 | 2,775 |
Net cash provided by (used in) operating activities | 20,592 | -1,683 | -16,931 |
Investing activities: | |||
Capital expenditures | -1,965 | -1,276 | -1,368 |
Proceeds from the sale of assets | 0 | 1,500 | 1,404 |
Acquisition of Cilion | 0 | 0 | -16,500 |
Net cash provided by (used in) investing activities | -1,965 | 224 | -16,464 |
Financing activities: | |||
Proceeds from borrowings | 9,884 | 10,541 | 47,165 |
Repayments of borrowings | -32,688 | -5,374 | -13,830 |
Issuance of common stock for services, option and warrant exercises | 5 | 1,083 | 1 |
Payment of debt gaurantee fee | -172 | 0 | 0 |
Payment of financing costs | -255 | 0 | 0 |
Net cash provided by (used in) financing activities | -23,226 | 6,250 | 33,336 |
Effect of exchange rate changes on cash and cash equivalents | 5 | -156 | 101 |
Net cash and cash equivalents (decrease) increase for period | -4,594 | 4,635 | 42 |
Cash and cash equivalents at beginning of period | 4,926 | 291 | 249 |
Cash and cash equivalents at end of period | 332 | 4,926 | 291 |
Supplemental disclosures of cash flow information, cash paid: | |||
Interest payments | 6,824 | 4,522 | 2,085 |
Income tax expense (benefit) | 6 | 6 | 4 |
Supplemental disclosures of cash flow information, non-cash transactions: | |||
Proceeds from exercise of stock options applied to accounts payable | 16 | 0 | 0 |
Issuance of warrants to subordinated debt holders | 1,301 | 1,127 | 0 |
Transfer between debt and other liabilities | 438 | 0 | 0 |
Stock issued in connection with services | 715 | 0 | 0 |
Payments of principal, fees and interest paid in stock | 0 | 3,616 | 11,886 |
Issuance of shares to related party for repayment of line of credit | 0 | 822 | 4,107 |
Issuance of warrants to non-employees to secure procurement and working capital | 0 | 336 | 0 |
Other asset transferred to related party | 0 | 170 | 0 |
Warrant liability transferred to equity upon exercise | 0 | 1,007 | 0 |
Exercise of conversion feature on note to equity | 47 | 0 | 0 |
Issuance of shares for acquisition | 0 | 0 | 12,511 |
Beneficial conversion discount on related party debt | 0 | 0 | 885 |
Seller note payable at fair value | 0 | 0 | 3,584 |
Settlement of accounts payable through transfer of equipment | $99 | $0 | $0 |
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 |
In Thousands, except Share data | ||||||
Beginning Balance - Amount at Dec. 31, 2011 | $3 | $13 | $45,550 | ($65,527) | ($2,243) | ($22,204) |
Beginning Balance - Shares at Dec. 31, 2011 | 3,115 | 13,075 | ||||
Stock-based compensation & options exercised, Shares | 32 | |||||
Stock-based compensation & options exercised, Amount | 257 | 257 | ||||
Shares issued to consultants and other services, Shares | 100 | |||||
Shares issued to consultants and other services, Amount | 423 | 423 | ||||
Shares issued to secured lender, Shares | 1,770 | |||||
Shares issued to secured lender, Amount | 2 | 10,866 | 10,868 | |||
Issuance and exercise of warrants, Shares | 143 | |||||
Issuance and exercise of warrants, Amount | 1 | 1,020 | 1,021 | |||
Conversion of related party note, Shares | 906 | |||||
Conversion of related party note, Amount | 1 | 4,107 | 4,108 | |||
Beneficial conversion feature on related party note | 885 | 885 | ||||
Conversion of Series B preferred to common stock, Shares | -17 | 2 | ||||
Shares issued in connection to acquisition, Shares | 2,000 | |||||
Shares issued in connection to acquisition, Amount | 2 | 12,511 | 12,513 | |||
Other comprehensive loss | -75 | -75 | ||||
Net loss | -4,282 | -4,282 | ||||
Ending Balance, Amount at Dec. 31, 2012 | 3 | 19 | 75,619 | -69,809 | -2,318 | 3,514 |
Ending Balance, Shares at Dec. 31, 2012 | 3,098 | 18,028 | ||||
Stock-based compensation & options exercised, Shares | 26 | |||||
Stock-based compensation & options exercised, Amount | 1,161 | 1,161 | ||||
Shares issued to consultants and other services, Shares | 177 | |||||
Shares issued to consultants and other services, Amount | 599 | 599 | ||||
Shares issued to secured lender, Shares | 987 | |||||
Shares issued to secured lender, Amount | 1 | 3,616 | 3,617 | |||
Issuance and exercise of warrants, Shares | 264 | |||||
Issuance and exercise of warrants, Amount | 1,482 | 1,482 | ||||
Conversion of related party note, Shares | 183 | |||||
Conversion of related party note, Amount | 821 | 821 | ||||
Conversion of Series B preferred to common stock, Shares | -697 | 70 | ||||
Conversion of Series B preferred to common stock, Amount | -1 | -1 | ||||
Issuance of common stock through equity offering, Shares | 239 | |||||
Issuance of common stock through equity offering, Amount | 1,075 | 1,075 | ||||
Other comprehensive loss | -598 | -598 | ||||
Net loss | -24,437 | -24,437 | ||||
Ending Balance, Amount at Dec. 31, 2013 | 2 | 20 | 84,373 | -94,246 | -2,916 | -12,767 |
Ending Balance, Shares at Dec. 31, 2013 | 2,401 | 19,974 | ||||
Shares issued to consultants and other services, Shares | 205 | |||||
Shares issued to consultants and other services, Amount | 715 | 715 | ||||
Issuance and exercise of warrants, Shares | 217 | |||||
Issuance and exercise of warrants, Amount | 1 | 1,302 | 1,303 | |||
Conversion of related party note, Shares | 19 | |||||
Conversion of related party note, Amount | 47 | 47 | ||||
Conversion of Series B preferred to common stock, Shares | -736 | 235 | ||||
Conversion of Series B preferred to common stock, Amount | 643 | 643 | ||||
Other comprehensive loss | -46 | -46 | ||||
Net loss | 7,133 | 7,133 | ||||
Ending Balance, Amount at Dec. 31, 2014 | $2 | $21 | $87,080 | ($87,113) | ($2,962) | ($2,972) |
Ending Balance, Shares at Dec. 31, 2014 | 1,665 | 20,650 |
1_Nature_of_Activities_and_Sum
1. Nature of Activities and Summary of Significant Accounting Policies | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
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 subsidiary AE Biofuels, Inc., a Delaware corporation; | ||||||||||||
● | Biofuels Marketing, Inc., a Delaware corporation; | ||||||||||||
● | Aemetis International, Inc., a Nevada corporation and its subsidiary International Biofuels, Ltd., a Mauritius corporation and its subsidiary Universal Biofuels Private, Ltd., an India company; | ||||||||||||
● | Aemetis Technologies, Inc., a Delaware corporation; | ||||||||||||
● | Aemetis Biochemicals, Inc., a Nevada 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; and, | ||||||||||||
● | Aemetis Advanced Products Keyes, Inc., a Delaware corporation. | ||||||||||||
Aemetis is an advanced renewable fuels and biochemicals company focused on the acquisition, development and commercialization of innovative technologies that replace traditional petroleum-based products by the conversion of first generation ethanol and biodiesel plants into advanced biorefineries. The Company owns and operates a plant in Keyes, California where the Company manufactures and produces ethanol, wet distillers’ grain (WDG), condensed distillers solubles (CDS) and corn oil and a manufacturing and refining facility in Kakinada, India where the Company manufactures and produces fatty acid methyl ester (biodiesel), crude and refined glycerin and refined palm oil. In September 2013, the Company received approval by the US Environmental Protection Agency to produce ethanol using grain sorghum and biogas along with the Keyes plant existing combined heat and power systems to generate higher value D5 Advanced Biofuel Renewable Identification Numbers (RIN’s). In April 2014, the Company received the International Sustainability and Carbon Certification for the production of biodiesel at the India plant from certain oils and fats for sale into European markets. The Company completed the EPA Process for importation of our India biodiesel into the United States. In addition, the Company is continuing research and development focused on microbial technologies for the commercialization of renewable industrial biofuels and biochemicals. | |||||||||||||
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. | |||||||||||||
Reverse Stock Split. In April 2014, our board of directors approved, and submitted a proposal to our stockholders for approval of a 1 for 10 reverse split of our common stock (the “Reverse Stock Split”). The Reverse Stock Split was intended to increase the market price of our common stock to enhance our ability to meet the initial listing requirements of the NASDAQ Global Market and to make our common stock more attractive to a broader range of institutional and other investors. Our stockholders approved the Reverse Stock Split on May 9, 2014 and we filed a Certificate of Change with the Secretary of State of the State of Nevada to effect the Reverse Stock Split on May 9, 2014. The Reverse Stock Split became effective with the Financial Industry Regulatory Authority (FINRA) on May 15, 2014. Trading on the NASDAQ Global Market commenced on June 5, 2014. | |||||||||||||
Upon the effectiveness of the Reverse Stock Split, every ten shares of issued and outstanding and authorized Aemetis common stock was automatically combined into one share of common stock with any fractional shares rounded up to the next whole share and without any change in the per share par value. The Reverse Stock Split reduced the number of outstanding shares of Aemetis common stock from approximately 201.7 million shares to approximately 20.2 million shares. The authorized shares of Aemetis common stock were also proportionally reduced from 400 million shares to 40 million shares. | |||||||||||||
Unless otherwise indicated, all share amounts, per share data, share prices, exercise prices and conversion rates set forth in these notes and the accompanying consolidated financial statements have, where applicable, been adjusted to reflect the Reverse Stock Split. | |||||||||||||
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, principally in-kind by-products received in exchange for material processing where the by-product is contemplated by contract to provide value, is recognized at the quoted market price of those goods received or by-products. | |||||||||||||
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 was eligible to participate in the California Ethanol Producer Incentive Program (“CEPIP”). Under the CEPIP, an eligible California ethanol facility could 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. 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. 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, 2014, 2013, and 2012. During 2013 and 2014, the strength of the crush spread resulted in the accrual of, and obligation to repay, CEPIP funding in the amount of $1.8 million, the entire remaining amount of funds received from the program. As of December 31, 2014 and December 31, 2013, the Company accrued a liability of $0.8 million and $0.1 million, respectively. At December 31, 2014, there are no further CEPIP funds received that are subject to repayment. | |||||||||||||
Warrant liability: The Company adopted guidance related to distinguishing liabilities from equity for certain warrants which contain a conditional obligation to repurchase feature. As of December 31, 2014 and 2013, there were 18,644 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, 2014 and 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 income (Loss) per Share. Basic income (loss) per share is computed by dividing income or loss attributable to common shareholders by the weighted average number of common shares outstanding for the period. Diluted income (loss) per share reflects the dilution of common stock equivalents such as options, convertible preferred stock, debt and warrants to the extent the impact is dilutive. As the Company incurred net income for the year ended December 31, 2014, potentially dilutive securities have been included in the diluted net income per share computations and any potentially anti-dilutive shares have been excluded and are shown below. As the Company incurred net loss for the years ended December 31, 2013 and 2012, potentially dilutive securities have been excluded from the diluted net loss per share computations as their effect would be anti-dilutive. | |||||||||||||
The following table reconciles the number of shares utilized in the net income (loss) per share calculations for the years ended December 31, 2014, 2013 and 2012: | |||||||||||||
Year ended | |||||||||||||
31-Dec-14 | 31-Dec-13 | 31-Dec-12 | |||||||||||
(In thousands, except per share amounts) | |||||||||||||
Net income (loss) | $ | 7,133 | $ | (24,437 | ) | $ | (4,282 | ) | |||||
Shares: | |||||||||||||
Weighted average shares outstanding—basic | 20,371 | 19,101 | 15,102 | ||||||||||
Weighted average dilutive share equivalents from preferred shares | 220 | - | - | ||||||||||
Weighted average dilutive share equivalents from stock options | 269 | - | - | ||||||||||
Weighted average dilutive share equivalents from common warrants | 187 | - | - | ||||||||||
Weighted average shares outstanding—diluted | 21,047 | 19,101 | 15,102 | ||||||||||
Earnings (loss) per share—basic | $ | 0.35 | $ | (1.28 | ) | $ | (0.28 | ) | |||||
Earnings (loss) per share—diluted | $ | 0.34 | $ | (1.28 | ) | $ | (0.28 | ) | |||||
The following table shows the number of potentially dilutive shares excluded from the diluted net income (loss) per share calculation as of December 31, 2014, 2013 and 2012: | |||||||||||||
As of | |||||||||||||
31-Dec-14 | 31-Dec-13 | 31-Dec-12 | |||||||||||
Series B preferred | - | 2,401 | 3,098 | ||||||||||
Common stock options and warrants | 30 | 1,480 | 1,031 | ||||||||||
Convertible promissory note | - | 19 | 18 | ||||||||||
Total number of potentially dilutive shares excluded from the basic and diluted net income (loss) per share calculation | 30 | 3,900 | 4,147 | ||||||||||
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 income (loss) and accumulated other comprehensive loss consists solely of cumulative currency translation adjustments resulting from the translation of the financial statements of its foreign subsidiary. The investment in this subsidiary is considered indefinitely invested overseas, and as a result, deferred income taxes are not recorded related to the currency translation adjustments. | |||||||||||||
Foreign Currency Translation/Transactions. Assets and liabilities of the Company’s non-U.S. subsidiary that operates in a local currency environment, where that local currency is the functional currency, are translated into U.S. dollars at exchange rates in effect at the balance sheet date; with the resulting translation adjustments directly recorded to a separate component of accumulated other comprehensive loss. Income and expense accounts are translated at average exchange rates 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, 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 seller note payable, at December 31, 2014 amounted to an aggregate of approximately $ 68.2 million in outstanding obligations. The debts were determined to have an estimated fair value of $67.5 million 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 estimated fair value of the Company’s share-based compensation awards at the time the awards are granted adjusted to reflect only those shares that are expected to vest. | |||||||||||||
In valuing shares issued to consultants, debt holders, or affiliated investors, the Company estimates the discount for lack of marketability on restricted stock issued, using 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 NASDAQ market 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 includes comparing the net present value of cash flows of the new debt to the old debt to determine if changes greater than 10 percent occurred. In instances, where the net present value of future cash flows changed more than 10 percent, the Company applies extinguishment accounting and determines the fair value of its debt based on factors available to the Company. | |||||||||||||
Recent Issued Accounting Pronouncements. | |||||||||||||
In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606), which supersedes all existing revenue recognition requirements, including most industry-specific guidance. The new standard requires a company to recognize revenue when it transfers goods or services to customers in an amount that reflects the consideration that the company expects to receive for those goods or services. The new standard will be effective for us on January 1, 2017. We are currently evaluating the potential impact that Topic 606 may have on our financial position and results of operations. | |||||||||||||
2_Inventory
2. Inventory | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Inventory Disclosure [Abstract] | |||||||||
2. Inventory | Inventory consists of the following: | ||||||||
31-Dec-14 | 31-Dec-13 | ||||||||
Raw materials | $ | 1,522 | $ | 597 | |||||
Work-in-progress | 1,453 | 1,724 | |||||||
Finished goods | 1,516 | 1,777 | |||||||
Total inventory | $ | 4,491 | $ | 4,098 | |||||
3_Property_Plant_and_Equipment
3. Property, Plant and Equipment | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Property, Plant and Equipment [Abstract] | |||||||||
3. Property, Plant and Equipment | Property, plant and equipment consist of the following: | ||||||||
As of | |||||||||
31-Dec-14 | 31-Dec-13 | ||||||||
Land | $ | 2,753 | $ | 2,765 | |||||
Plant and Buildings | 82,338 | 82,355 | |||||||
Furniture and fixtures | 458 | 558 | |||||||
Machinery and equipment | 4,063 | 2,076 | |||||||
Construction in progress | 148 | 539 | |||||||
Total gross property, plant & equipment | 89,760 | 88,293 | |||||||
Less accumulated depreciation | (13,950 | ) | (9,365 | ) | |||||
Total net property, plant & equipment | $ | 75,810 | $ | 78,928 | |||||
Depreciation on the components of the property, plant and equipment is calculated using the straight-line method to allocate their depreciable amounts over their estimated useful lives as follows: | |||||||||
Years | |||||||||
Plant and Buildings | 20 - 30 | ||||||||
Machinery & Equipment | 7-May | ||||||||
Furniture & Fixtures | 5-Mar | ||||||||
The Company recorded depreciation expense for the years ended December 31, 2014, 2013, and 2012 of $4.7 million , $4.6 million, and $3.0 million, respectively. | |||||||||
Management is required to evaluate these long-lived assets for impairment whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. Based on the evaluation, management determined no assets required impairment as of December 31, 2014 and 2013. | |||||||||
4_Intangible_Assets_and_Goodwi
4. Intangible Assets and Goodwill | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Goodwill and Intangible Assets Disclosure [Abstract] | |||||
4. Intangible Assets and Goodwill | Net intangible assets and goodwill consist of $0.9 million in patents, $0.6 million in in-process research and development and $1.0 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 2014 testing period, no impairment resulted from the analysis. During the twelve months ended December 31, 2014, 2013 and 2012, the Company recognized amortization expense of $80 thousand, $184 thousand, and none, respectively, related to patents. During the twelve months ended December 31, 2014 and 2013, all pending patents were in-process R&D and accordingly, no amortization expense had been recognized. | ||||
At December 31, 2014, 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, 2014 | Amortization | ||||
2015 | $ | 80 | |||
2016 | 80 | ||||
2017 | 112 | ||||
2018 | 112 | ||||
2019 | 202 | ||||
Thereafter | 950 | ||||
Total | $ | 1536 |
5_Notes_Payable
5. Notes Payable | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
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: | ||||||||
31-Dec-14 | 31-Dec-13 | ||||||||
Third Eye Capital term note | $ | 7,394 | $ | 7,193 | |||||
Third Eye Capital revolving credit facility | 22,330 | 38,349 | |||||||
Third Eye Capital revenue participation term note | 10,195 | 9,465 | |||||||
Third Eye Capital acquisition term note | 17,728 | 17,280 | |||||||
Cilion shareholder seller note payable | 5,373 | 4,869 | |||||||
State Bank of India secured term loan | 6,032 | 5,857 | |||||||
Subordinated notes | 5,428 | 5,317 | |||||||
EB-5 long term promissory notes | 1,534 | 1,037 | |||||||
Unsecured working capital loans and short-term notes | 1,287 | 2,391 | |||||||
Total debt | $ | 77,301 | $ | 91,758 | |||||
Less current portion of debt | 12,746 | 17,966 | |||||||
Total long term debt | 64,555 | 73,792 | |||||||
Third Eye Capital Note Purchase Agreement | |||||||||
On July 6, 2012, Aemetis, Inc. and Aemetis Advanced Fuels Keyes, Inc. (“AAFK”), 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 $18.0 million (“Revolving Credit Facility”); (iii) senior secured term loans in the principal amount of $10.0 million to convert the prior revenue participation agreement to a Note (“Revenue Participation Term Notes”); (iv) senior secured term loans in an aggregate principal amount of $15.0 million (“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 satisfaction of certain conditions. The Notes have all been amended to extend the maturity date to July 1, 2015, as described below. | |||||||||
In May 2014, Third Eye Capital agreed to the Limited Waiver and Amendment No. 7 to the Note Purchase Agreement to extend the maturity date of the Notes to July 1, 2015, to modify the waterfall table, to fix the interest rate of the Term Notes at 14%, and to redefine the operating cash available to the Company for operating expenses. As consideration, the Company paid an extension fee of $2.0 million which was capitalized into the revolving credit facility at the time of the amendment plus an escalating monitoring fee will be effective from the January 2015. | |||||||||
In November 2014, Third Eye Capital agreed to Amendment No. 8 to the Note Purchase Agreement to extend a line of credit in the amount of $6.0 million available for advance to Aemetis, such advance to be added to the outstanding principal balance of the existing notes under the Note Purchase Agreement. In addition, Third Eye Capital agreed to give Aemetis the right to extend the maturity date of the notes to January 1, 2016 upon notice and payment of a 3% extension fee. Pursuant to the terms of Amendment No.8, Aemetis agreed to a covenant to complete an equity offering of its preferred stock for net proceeds of not less than $20 million with all of such net proceeds to be used to repay the principal outstanding under the Note Purchase Agreement in accordance with the priorities set forth there in. As consideration for Amendment No.8, the unconditional personal Guaranty from the Chairman of the Company and the guaranties from Company parties and McAfee Capital, LLC owned by Mr. Eric McAfee were all reaffirmed. The Company also agreed to pay $0.2 million in consideration to Mr. McAfee and McAfee Capital in exchange for their willingness to provide the guaranties. In addition, Company agreed to an amendment fee to Third Eye Capital in the amount of $0.3 million which will be paid from the proceeds of the advance. As a result of Company’s ability to extend the maturity of the notes under Amendment No.8, the note balances have been classified as long term debt in the accompanying December 31, 2014 balance sheet. | |||||||||
On January 13, 2015, Third Eye Capital agreed to Limited Waiver to the Note Purchase Agreement to waive the cash flow covenant of $2.0 million as of December 31, 2014. As consideration, the Company agreed to pay $0.1 million in waiver fees which were paid from the proceeds available under the Amendment No. 8. | |||||||||
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, 2014, AAFK had $7.4 million in principal and interest outstanding, net of unamortized fair value discounts of $138 thousand. The Term Notes mature on July 1, 2015*. 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 to the Note Purchase Agreement, respectively. 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 AAFK entered into a Revolving Credit Facility with a commitment of $18.0 million. Through various amendments to the Note Purchase Agreement, the amount of the Revolving Loan Facility was increased to approximately $39.0 million. Interest on the Revolving Credit Facility accrues at the prime rate plus 13.75% (17% as of December 31, 2014) payable monthly in arrears. The Revolving Credit Facility matures on July 1, 2015*. As of December 31, 2014, AAFK had $22.3 million in principal and interest outstanding, net of unamortized debt issuance costs of $447 thousand, on the Revolving Credit Facility. | ||||||||
C. | Revenue Participation Term Notes. The Revenue Participation Note bears interest at 5% per annum and matures on July 1, 2015*. As of December 31, 2014, AAFK had $10.2 million in principal and interest outstanding, net of unamortized discounts of $190 thousand, on the Revenue Participation Note. | ||||||||
D. | Acquisition Term Notes. The Acquisition Term Notes accrue interest at prime rate plus 10.75% (14% per annum as of December 31, 2014) and mature on July 1, 2015*. As of December 31, 2014, Aemetis Facility Keyes had $17.7 million in principal and interest outstanding, net of unamortized discounts of $302 thousand, on the Term Notes. | ||||||||
* The note maturity date can be extended by the Company to January 2016 during the month of May 2015. As a condition to any such extension, the Company would be 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, LLC (“McAfee Capital”), owned by Eric McAfee, the Company’s Chairman and CEO, provided a guaranty of payment and performance up to the amount of $8 million plus interest, secured by 2.4 million shares of common stock of Aemetis that it owns. McAfee Capital owns 3.4 million shares of common stock of Aemetis. In addition, Mr. McAfee himself also pledged substantially all of his personal assets, and a guaranty of payment and performance up to the amount of $15.0 million plus interest. | |||||||||
Cilion shareholder seller note payable. The Company’s merger with Cilion on July 6, 2012 provided $5.0 million 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, 2014, Aemetis Facility Keyes, Inc. had $5.4 million in principal and interest outstanding 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 nine year secured term loan with the State Bank of India in the amount of approximately $6.0 million. The term loan matured 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 $4.6 million against the secured term loan. The loan principal amount was repayable in 20 quarterly installments of approximately $0.3 million, 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, 2014, 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 March 2014 were not made. The term loan provides for liquidating damages at a rate of 2% per annum for the period of default. | |||||||||
On March 10, 2011, UBPL received a demand notice from the State Bank of India with respect to the Agreement of Loan for Overall Limit dated as of June 26, 2008. The notice informs UBPL that an event of default has occurred for failure to make an installment payment on the loan since June 2009 and demands repayment of the entire outstanding indebtedness of 19.60 crore rupees (approximately $3.2 million) together with all accrued interest thereon and any applicable fees and expenses. As of December 31, 2014, UBPL was in default on interest and principal repayments, and all financial 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. The State Bank of India has filed a legal case before the Debt Recovery Tribunal (“DRT”), Hyderabad, for recovery of approximately $5.0 million 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. UBPL asserts that the State Bank of India did not provide the committed funding of the working capital loan and only funded a portion of the term loan, thus requiring the Company to enter into a working capital facility at unfavorable terms which served to hinder the business from developing at the planned rate. The State Bank of India has additionally required the personal guarantee of a former Executive Officer and the registration of the land underlying the factory as conditions prior to restructure of the loan. Payments have recently been made against the facility; however, the State Bank of India has rejected these payments as a good faith effort. In January 2014, the Company made payment of $162 thousand (1 crore rupees) against principal on the facility which was accepted by the State Bank of India. UBPL filed for a stay against further collection efforts pending the development of sufficient business in a domestic or international market that would allow UBPL to make meaningful repayments against the facility. In May 2014, UBPL obtained an interim stay subject to payments of 1 crore rupees (approximately $0.2 million) by each of May 15, 2014 and June 15, 2014. UBPL made these payments promptly. In the event that the Company is unable to prevail with the aforementioned legal case, DRT may pass a decree for recovery of the amount due, which could include seizing Company property for recovery of amounts due. As of December 31, 2014 and December 31, 2013, the State Bank of India loan had $2.6 million and $3.2 million, respectively, in principal outstanding and accrued interest plus default interest of $3.4 million and $2.7 million respectively. | |||||||||
Subordinated Notes. On January 6 and January 9, 2012, AAFK entered into Note and Warrant Purchase Agreements with two accredited investors pursuant to which it issued $3.0 million in 5% annual interest rate notes to the investors (the “Sub Notes”). An additional $0.6 million and $0.8 million 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 $0.6 million in principal and $3 thousand in interest in July 2012. The Sub Notes included 2 or 5 year warrants exercisable for 170 thousand shares of Aemetis common stock at a price of $0.01 per share, subject to adjustment. Interest is due at maturity. Neither AAFK nor Aemetis may make any principal payments under the Sub Notes until all loans made by Third Eye Capital to AAFK are paid in full, except for a few exceptions where Sub Note investors will receive funds from EB-5 investments or sale of equipment. | |||||||||
The Company agreed to an Amendment No.1 to the Sub Notes to extend the maturity of the January 2012 Sub Notes to July 1, 2014 and refinanced the additional December 2012 Sub Note as two Sub Notes dated December 2012 and January 2013, with principal amounts of $0.5 million and $0.1 million, respectively. Both the December 2012 Sub Note and the January 2013 Sub Note had a maturity date of April 30, 2013. On January 24, 2013, an additional $0.3 million Sub Note was issued with a maturity date of April 30, 2013. On May 23, 2013, all Sub Notes above with a maturity date of April 30, 2013 were refinanced as a $1.0 million Sub Note (“May 2013 Note”) with a maturity date of December 31, 2013. | |||||||||
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 $25.0 million; (iii) the completion of an Initial Public Offering by AAFK or Aemetis; or (iv) after the occurrence of an Event of Default, including failure to pay interest or principal when due and breaches of note covenants. A 10 percent cash extension fee was paid by adding the fee to the balance of the new Note and 30 thousand in common stock warrants were granted with a term of two years and an exercise price of $0.01 per share. These January 1, 2014 amendments and the refinancing terms of the Note were evaluated and it was 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 $0.1 million was recorded in January 2014. | |||||||||
In March 2014, the Company received $0.5 million from EB-5 investments and repaid one of the accredited investors holding a sub note of January 2012 $0.5 million. | |||||||||
On July 1, 2014, the January 2014 Sub Note and two January 2013 Sub Notes with two accredited investors were amended to extend the maturity date until the earlier of (i) December 31, 2014; (ii) completion of an equity financing by AAFK or Aemetis in an amount of not less than $25.0 million; (iii) the completion of an Initial Public Offering by AAFK or Aemetis; or (iv) after the occurrence of an Event of Default, including failure to pay interest or principal when due and breaches of note covenants. A 10 percent cash extension fee was paid by adding the fee to the balance of the new Note and 118 thousand in common stock warrants were granted with a term of two years and an exercise price of $0.01 per share. We evaluated these July 1, 2014 amendments and the refinancing terms of the 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 approximately $1.2 million was recorded in July 2014. | |||||||||
On January 1, 2015, the Sub Notes above were amended to extend the maturity date until the earlier of (i) June 30, 2015; (ii) completion of an equity financing by AAFK or Aemetis in an amount of not less than $25.0 million; (iii) the completion of an Initial Public Offering by AAFK or Aemetis; or (iv) after the occurrence of an Event of Default, including failure to pay interest or principal when due and breaches of note covenants. A 10 percent cash extension fee was paid by adding the fee to the balance of the new Note and 116 thousand in common stock warrants were granted with a term of two years and an exercise price of $0.01 per share. We evaluated these January 1, 2015 amendments and the refinancing terms of the Notes and determined in accordance with ASC 470-50 Debt – Modification and Extinguishment that the loans were not extinguished and only modification accounting was applied. | |||||||||
On January 14, 2013, Laird Cagan, a related party, loaned $0.1 million through a promissory note maturing on April 30, 2013 with a five percent annualized interest rate and the right to exercise 5 thousand warrants exercisable at $0.01 per share. | |||||||||
In February 2015, the Cagan related party promissory note was amended to extend the maturity date until the earlier of (i) December 31, 2016; (ii) completion of an equity financing by AAFK or Aemetis in an amount of not less than $25.0 million; (iii) the completion of an Initial Public Offering by AAFK or Aemetis; or (iv) after the occurrence of an Event of Default, including failure to pay interest or principal when due and breaches of note covenants. | |||||||||
At December 31, 2014 and December 31, 2013, the Company owed, in aggregate, subordinated notes in the amount of $5.4 million and $5.3 million, respectively, for principal and interest outstanding, net of unamortized issuance and fair value discounts of none and $0.3 million, 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 on January 19, 2012, and on 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 $0.5 million is due and payable four years from the date of the note for a total aggregate principal amount of up to $36.0 million. The notes are convertible after three years at a conversion price of $30.00 per share. | |||||||||
Advanced BioEnergy, LP arranges investments with foreign investors, who each make investments in the Keyes plant project in investment increments of $0.5 million. The Company sold notes in the amount of $1.0 million to the first two investors during the fourth quarter of 2012 and sold a $0.5 million note to an investor during the first quarter of 2014. As of December 31, 2014, $34 thousand in accrued interest remained outstanding on the notes. After December 31, 2014 and as of the date of this report, we sold notes in the amount of $17.0 million to 34 investors. The availability of the remaining $17.5 million 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 year ended December 31, 2014, the Company received advances of approximately $7.7 million and made principal payments to Secunderabad of approximately $8.3 million under the agreement and interest payments of approximately $176 thousand respectively, for working capital funding. During the year ended December 31, 2013, the Company received advances of approximately $5.2 million and made principal payments to Secunderabad of approximately $4.8 million under the agreement and interest payments of approximately $181 thousand respectively, for working capital funding. At December 31, 2014 and December 31, 2013 the Company had approximately $1.3 million and $1.9 million 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. In the first quarter of 2014, the Company entered into a payment settlement agreement to pay off the principal and interest of approximately $0.4 million in monthly installments. As part of this agreement, the long term debt of $0.4 million has been classified into other long term liabilities. At December 31, 2014, the Company had approximately $277 thousand and $88 thousand in the other long term liabilities and other current liabilities, respectively. The remaining promissory note with principal and interest of approximately $47 thousand was converted in May 2014 at $2.50 per share into 19 thousand shares of common stock of the Company. | |||||||||
Scheduled debt repayments as of December 31, 2014 are as follows: | |||||||||
Twelve months ended December 31, | Debt Repayments | ||||||||
2015 | $ | 12,746 | |||||||
2016* | 62,508 | ||||||||
2017 | 2,623 | ||||||||
2018 | 500 | ||||||||
Total debt | 78,377 | ||||||||
Discounts | (1,076 | ) | |||||||
Total debt, net of discounts | $ | 77,301 | |||||||
*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 2015, the amounts are reflected above as a 2016 maturity. | |||||||||
6_Commitments_and_Contingencie
6. Commitments and Contingencies | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Commitments and Contingencies Disclosure [Abstract] | |||||
6. Commitments and Contingencies | Operating Leases | ||||
As of December 31, 2014, 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: | |||||
Twelve months ended December 31, | Future Rent Payments | ||||
2015 | $ | 410 | |||
2016 | 447 | ||||
2017 | 462 | ||||
2018 | 479 | ||||
2019 | 495 | ||||
Thereafter | 209 | ||||
Total | $ | 2,502 | |||
The Cupertino facility office space consists of 9,238 rentable square feet. The current lease is set to expire on May 31, 2015, but the Company extended the lease in February 2015 for an additional five years ending on May 31, 2020. From July 2009 through July 2012, we sublet office space consisting of 3,104 rentable square feet to Solargen, Inc., then from June 1, 2013 through present, we sublet office space consisting of 3,104 rentable square feet to Splunk Inc., at a monthly rent rate equal to the rent charged to us by our landlord. | |||||
For the year ending December 31, 2014 and 2013, the Company received from Splunk Inc., approximately $124 thousand and $80 thousand in rent reimbursement respectively. For the years ended December 31, 2014, 2013, and 2012, the Company recognized rent expense of $426 thousand, $386 thousand, and $2.2 million, respectively. | |||||
Legal Proceedings | |||||
On March 10, 2011, UBPL received a demand notice from the State Bank of India under the Agreement of Loan for Overall Limit dated as of June 26, 2008. The notice informs UBPL that an event of default has occurred for failure to make an installment payment on the loan commencing June 2009 and demands repayment of the entire outstanding indebtedness of 19.60 crore rupees (approximately $3.2 million) together with all accrued interest thereon and any applicable fees and expenses. Upon the occurrence and during the continuance of an Event of Default, interest accrues at the default interest rate of 2% above the State Bank of India Advance Rate. The default period began on July 1, 2009 when the principal payment was deemed past due; and we have accrued interest at the default rate since the beginning of the default period. In addition, since the bank demanded payment of the balance, we have classified the entire loan amount as current. The State Bank of India has filed a legal case before the Debt Recovery Tribunal (“DRT”), Hyderabad, for recovery of approximately $5.0 million 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. UBPL asserts that the State Bank of India did not provide the committed funding of the working capital loan and only funded a portion of the term loan, thus requiring the Company to enter into a working capital facility at unfavorable terms which served to hinder the business from developing at the planned rate. The State Bank of India has additionally required the personal guarantee of our Executive Officer and the registration of the land underlying the factory as conditions prior to restructure of the loan. Payments have recently been made against the facility; however, the State Bank of India has rejected these payments as a good faith effort. In January 2014, the Company made payment of $162 thousand (1 crore rupees) against principal on the facility which was accepted by the State Bank of India. UBPL filed for a stay against further collection efforts pending the development of sufficient business in a domestic or international market that would allow UBPL to make meaningful repayments against the facility. In May 2014, the Company obtained an interim stay subject to payments of 1 crore rupees (approximately $0.2 million) by each of May 15, 2014 and June 15, 2014. In the event that the Company is unable to prevail in the aforementioned legal case, DRT may pass a decree for recovery of the amount due, which could include seizing company property for recovery of amounts due. | |||||
On August 4, 2013, GS Cleantech Corporation, a subsidiary of Greenshift Corporation (“Greenshift”), filed a complaint in the United States District for the Eastern District of California – Fresno Division against the Company and its subsidiary, AAFK. The case was transferred to the Southern District of Indiana and joined as tag-along defendants to a pending Multidistrict Litigation with over a dozen original defendants. The complaint alleges infringement of patent rights assigned to Greenshift that pertain to certain corn oil extraction processes that the Company employs and seeks royalties, damages, treble damages, and attorney’s fees, along with injunctions precluding the Company from infringing its patent rights. The corn oil extraction process we use is licensed to us by Valicor Separation Technologies LLC, formerly called Solution Recovery Services LLC (“SRS”). The process provider has no obligations to indemnify us. On September 12, 2013, the Company, along with its subsidiary, filed its answer and counterclaims. In response to a motion for summary judgment filed by the original defendants, on October 23, 2014, the Court ruled that all the claims of all the patents at issue in the case are invalid. Further, in a January 16, 2015 decision, the District Court for the Southern District of Indiana ruled in favor of a stipulated motion for partial summary judgment for Company, along with its subsidiary, finding that all of the GS Cleantech patents in the suit were invalid and, therefore, not infringed. GS Cleantech has said it will appeal this decision when the remaining claim in the suit has been decided. Regardless of when it may be appealed, we believe that the likelihood of Greenshift succeeding on appeal with that respect to patent invalidity findings is small since the Court’s findings included summary judgments on several grounds for each allegedly infringed patent. If Greenshift successfully appeals the District Court’s findings of invalidity, damages may be $1 million or more. | |||||
The only remaining claim alleges that GS Cleantech inequitably conducted itself before the United States Patent Office when obtaining the patents at issue. A trial in the District Court for the Southern District of Indiana on that single issue is anticipated but has not yet been scheduled. If the Defendants, including Company and its subsidiary, succeed in proving inequitable conduct, the patents at issue will be invalidated such that no damages will be awarded to GS Cleantech for infringement and the Court will be asked to determine whether GS Cleantech behavior makes this an “exceptional case”. A finding that this is an exceptional case would allow the Court to award to Company and its subsidiary the attorneys’ fees each has expended to date for defense in this case. It is unknown whether GS Cleantech would appeal such a ruling. | |||||
On August 21, 2012, UBS Securities LLC (“UBS”) filed a complaint in the United States District Court for the Southern District of New York against the Company for damages based on a breach of contract theory in connection with the Cilion acquisition transaction (“UBS Federal Action”). UBS filed a motion for, and the District Court approved, a judgment against the Company in the liquidated amount of $2.3 million which has been accrued by the Company. UBS filed post-judgment discovery requests and pursued the enforcement of the judgment. Subsequently, on March 13, 2014, UBS also filed a complaint against one of our subsidiaries, Aemetis Advanced Fuels Keyes, Inc. in the state court in the State of New York, alleging breach of the same contract involved in the UBS Federal Action. The Company and AAFK entered into a settlement agreement with UBS in September 2014 and performed the agreement whereby the Company paid $1.0 million in September 2014 and $1.0 million in December 2014. | |||||
7_Stockholders_Equity
7. Stockholders' Equity | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Stockholders' deficit: | |||||||||||||
7. Stockholders' Equity | The Company is authorized to issue up to 40 million shares of common stock, $0.001 par value and 65 million 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, | ||||||||||||
2014 | 2013 | ||||||||||||
Series B preferred stock | 7,235 | 1,665 | 2,401 | ||||||||||
Undesignated | 57,765 | — | — | ||||||||||
65,000 | 1,665 | 2,401 | |||||||||||
Our Articles of Incorporation authorize the Company’s board to issue up to 65 million 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 0.01 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 to be 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. Every 10 shares 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 declared effective, 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 thousand shares with an original purchase price of $1.8 million 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, 2014 and 2013, the Company had accrued an outstanding obligation of $2.6 million and $2.5 million, 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, 2014 | ||||||||
Text Block [Abstract] | ||||||||
8. Outstanding Warrants | For the twelve months ended December 31, 2014, the Company granted 148 thousand 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 year warrants exercisable at $0.01 per share in the equity offering agreements as part of debt or fees payment agreements. | |||||||
For the twelve months ended December 31, 2014, Note investors exercised 217 thousand warrant shares at exercise prices of $0.01 to $5.00 per share. | ||||||||
A summary of historical warrant activity for the years ended December 31, 2014 and 2013 follows: | ||||||||
Weighted - Average Exercise Price | Average Remaining Term in Years | |||||||
Warrants Outstanding & Exercisable | ||||||||
Outstanding December 31, 2012 | 181 | $ | 2.70 | 2.67 | ||||
Granted | 582 | 2.60 | ||||||
Exercised | (264) | 0.10 | ||||||
Expired | (29) | 11.80 | ||||||
Outstanding December 31, 2013 | 470 | $ | 3.40 | 4.85 | ||||
Granted | 148 | 0.01 | ||||||
Exercised | (217) | 1.32 | ||||||
Expired | (50) | 4.97 | ||||||
Outstanding December 31, 2014 | 351 | 3.05 | 2.69 | |||||
9_Fair_Value_of_Warrants
9. Fair Value of Warrants | 12 Months Ended | |||||
Dec. 31, 2014 | ||||||
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 December 31, 2014:. | |||||
Expected dividend yield | 0% | |||||
Risk-free interest rate | 0. 89% - 1.1% | |||||
Expected volatility | 77.00% - 77.78% | |||||
Expected Life (years) | 2.5 - 3.0 | |||||
Exercise price | $ 0.01 | |||||
Company stock price | $ 5.79 | |||||
There were no warrants granted during the year ended December 31, 2014 that were recorded as liabilities on the date of grant. |
10_Fair_Value_Measurements
10. Fair Value Measurements | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
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 a 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) in the Consolidated Statement of Operations. | |||||||||||||||||
The following table summarizes financial liabilities measured at fair value on a recurring basis as of December 31, 2014 and 2013, 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 | ||||||||||||||
2014 | |||||||||||||||||
Warrant liability | $ | 108 | $ | - | $ | - | $ | 108 | |||||||||
2013 | |||||||||||||||||
Warrant liability | $ | 60 | $ | - | $ | - | $ | 60 | |||||||||
The following table reflects the activity for liabilities measured at fair value using Level 3 inputs for the twelve months ended December 31, 2014 and 2013: | |||||||||||||||||
Balance as of December 31, 2012 | $ | 268 | |||||||||||||||
Issuances of warrant liabilities | 996 | ||||||||||||||||
Exercise of warrant liabilities | (1,007 | ) | |||||||||||||||
Related change in fair value | (197 | ) | |||||||||||||||
Balance as of December 31, 2013 | $ | 60 | |||||||||||||||
Related change in fair value | 48 | ||||||||||||||||
Balance as of December 31, 2014 | $ | 108 | |||||||||||||||
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, 2014. | |||||||||||||||||
11_StockBased_Compensation
11. Stock-Based Compensation | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Stockholders' deficit: | |||||||||||||||||
11. Stock-Based Compensation | Common Stock Reserved for Issuance | ||||||||||||||||
Aemetis authorized the issuance of 1.1 million shares under its 2006 and 2007 Plans and 0.1 million 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 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 for Grant | Number of Shares Outstanding | Weighted-Average Exercise Price | |||||||||||||||
Balance as of December 31, 2012 | 161 | 752 | $ | 5.9 | |||||||||||||
Authorized | 100 | — | — | ||||||||||||||
Granted | (288 | ) | 288 | 5.8 | |||||||||||||
Exercised | — | (26 | ) | 3.3 | |||||||||||||
Forfeited/expired | 101 | (101 | ) | 15.31 | |||||||||||||
Balance as of December 31, 2013 | 74 | 913 | $ | 4.9 | |||||||||||||
Authorized | 100 | — | — | ||||||||||||||
Granted | (247 | ) | 247 | 4.38 | |||||||||||||
Exercised | — | (156 | ) | 1.69 | |||||||||||||
Forfeited/expired | 78 | -78 | 2.71 | ||||||||||||||
Balance as of December 31, 2014 | 5 | 926 | $ | 5.52 | |||||||||||||
During 2014, the 156 thousand shares of common stock issued upon exercise of options under from the Company’s stock plans had an intrinsic value of $712 thousand at time of exercise. The weighted average strike price for the shares exercised was $1.69 per share and the weighted average closing market price at time of exercise was $6.24. | |||||||||||||||||
Vested and unvested options outstanding under the Aemetis Stock Option Plans as of December 31, 2014 and 2013 follow: | |||||||||||||||||
Number of Shares | Weighted Average Exercise Price | Remaining Contractual Term (In Years) | Average Intrinsic Value1 | ||||||||||||||
2014 | |||||||||||||||||
Vested | 559 | $ | 5.89 | 2.41 | $ | 772 | |||||||||||
Unvested | 367 | 4.95 | 3.87 | 356 | |||||||||||||
Total | 926 | $ | 5.52 | 2.99 | $ | 1,128 | |||||||||||
2013 | |||||||||||||||||
Vested | 516 | $ | 4.4 | 1.77 | $ | 523 | |||||||||||
Unvested | 397 | 5.7 | 4.11 | 9 | |||||||||||||
Total | 913 | $ | 4.9 | 2.79 | $ | 532 | |||||||||||
(1) Intrinsic value calculation based on the $5.79 and $3.20 closing price of Aemetis stock on December 31, 2014 and 2013, as reported on the NASDAQ exchange and Over the Counter Bulletin Board respectively. | |||||||||||||||||
Non-Plan Stock Options | |||||||||||||||||
In November 2012 the Company issued 98 thousand stock options to board members and consultants outside of any Company stock option plan. None of the non-plan options have been exercised. As of December 31, 2014, all options vested at remaining contractual term of 2.9 years. 9 thousand options were exercised at a weighted average exercise price of $5.50 and 89 thousand options were outstanding as of December 31, 2014. | |||||||||||||||||
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 | ||||||||||||||
2014 | |||||||||||||||||
Vested | 89 | $ | 5.5 | 2.85 | $ | 26 | |||||||||||
Unvested | - | - | - | - | |||||||||||||
Total | 89 | $ | 5.5 | 2.85 | $ | - | |||||||||||
2013 | |||||||||||||||||
Vested | 69 | $ | 5.5 | 3.85 | $ | - | |||||||||||
Unvested | 29 | 5.5 | 3.85 | - | |||||||||||||
Total | 98 | $ | 5.5 | 3.85 | $ | - | |||||||||||
(2) Intrinsic value based on the $5.79 and $3.20 closing price of Aemetis stock on December 31, 2014 and 2013 respectively, as reported on the NASDAQ Exchange and Over the Counter Bulletin Board respectively. | |||||||||||||||||
Stock-based compensation for employees | |||||||||||||||||
Stock-based compensation is accounted for in accordance with the provisions of ASC 718, Compensation-Stock Compensation, which requires the measurement and recognition of compensation expense for all stock-based awards made to employees and directors based on estimated fair values on the grant date. We estimate the fair value of stock-based awards on the date of grant using the Black-Scholes option pricing model. The value of the portion of the award that is ultimately expected to vest is recognized as expense over the requisite service periods using the straight-line method. | |||||||||||||||||
For the year ended December 31, 2014, 2013, and 2012, the Company recorded option expense in the amount of $605 thousand, $512 thousand, and $206 thousand, respectively. | |||||||||||||||||
Valuation and Expense Information | |||||||||||||||||
All issuances of stock options or other issuances of equity instruments to employees as the consideration for services received by us are accounted for based on the fair value of the equity instrument issued. The fair value of options granted to employees is estimated on the grant date using the Black-Scholes option valuation model. This valuation model for stock based compensation expense requires us to make assumptions and judgments about the variables used in the calculation, including the fair value of our common stock, the expected term (the period of time that the options granted are expected to be outstanding), the volatility of our common stock, a risk-free interest rate, and expected dividends. We also estimate forfeitures of unvested stock options. To the extent actual forfeitures differ from the estimates, the difference will be recorded as a cumulative adjustment in the period estimates are revised. No compensation cost is recorded for options that do not vest. We use the simplified calculation of expected life described in the SEC’s Staff Accounting Bulletin No. 107, Share-Based Payment, and volatility is based on an average of the historical volatilities of the common stock of four entities with characteristics similar to those of the Company. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant for periods corresponding with the expected life of the option. We use an expected dividend yield of zero, as we do not anticipate paying any dividends in the foreseeable future. Expected forfeitures are assumed to be zero due to the small number of plan participants and the plan. | |||||||||||||||||
The weighted-average fair value calculations for options granted to employees within the period are based on the following weighted average assumptions: | |||||||||||||||||
For the year ended December 31 | |||||||||||||||||
2014 | 2012 | ||||||||||||||||
2013 | |||||||||||||||||
Dividend-yield | 0 | % | 0 | % | 0 | % | |||||||||||
Risk-free interest rate | 0. 74 - 1.10 | % | 0.42 - 0.63 | % | 0.28 - 0.38 | % | |||||||||||
Expected volatility | 77.00 - 78.43 | % | 73.20 - 75.55 | % | 79.08 | % | |||||||||||
Expected life (years) | 3 | 3 | 3-Feb | ||||||||||||||
Market value per share on grant date | $ | 4.20 - $ 4.66 | $ | 4.00 to $6.50 | $ | 5.5 | |||||||||||
Weighted average fair value per share on grant date | $ | 2.14 - $2.35 | $ | 1.92 - $3.19 | $ | 2.34 - $2.80 | |||||||||||
As of December 31, 2014, the Company had $750 thousand of total unrecognized compensation expense for employees which the Company will amortize over the 2.99 years of weighted remaining term. | |||||||||||||||||
Company granted 500 options, 7,600 options, and 11,500 options in the year ended December 31, 2014, 2013, and 2012, respectively to non-employees under the Stock plans and Non-Plan stock options. We account for stock-based compensation awards to non-employees in accordance with ASC 505-50, Equity Based Payments to Non-Employees. Under ASC 505-50, we determine the fair value of the options using Black Scholes option pricing model on the grant date and we re-measure the fair value of these options to recognize expense for the vested options for every quarter. We recognized the total expense on these non-employee options of $19 thousand, $10 thousand, $49 thousand for the year ended December 31, 2014, 2013, and 2012, respectively. As of December 31, 2014, the Company had $6 thousand of total unrecognized compensation expense for non-employees which the Company will amortize over the 2.99 years of weighted remaining term. | |||||||||||||||||
In addition, Company issued 200 thousand shares in the Company’s restricted common stock for services provided by outside consulting firms at an exercise price of $4.20 to $5.00. We determine the fair value of the these awards granted as either the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. Stock-based compensation awards issued to non-employees are recorded in expense and additional paid-in capital in stockholders’ equity (deficit) over the applicable service periods based on the fair value of the awards or consideration received at the vesting date. | |||||||||||||||||
12_Agreements
12. Agreements | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Agreements | |||||||||||||
12. Agreements | Working Capital Arrangement. In May 2013 we extended the annual Grain Procurement and Working Capital Agreement with J.D. Heiskell that has been in place since March 2011. Pursuant to the agreement we agreed to procure whole yellow corn and grain sorghum (also called “milo”) from J.D. Heiskell. The Company has the ability to obtain grain from other sources subject to certain conditions, however, in the past all of our grain purchases have been from Heiskell. Title and risk of loss of the corn pass to the Company when the corn is deposited into the weigh bin. The term of the Agreement expires on December 31, 2015 and is automatically renewed for additional one-year terms. Heiskell further agrees to sell all ethanol to Kinergy Marketing or other marketing purchaser designated by the Company and all WDG and condensed distillers solubles to A.L. Gilbert. Our relationships with J.D. Heiskell, Kinergy Marketing, and A.L. Gilbert are well established and the Company believes that the relationships are beneficial to all parties involved in utilizing the distribution logistics, reaching out to widespread customer base, managing inventory, and building working capital relationships. Revenue is recognized upon delivery of ethanol to J. D. Heiskell as revenue recognition criteria have been met and any performance required of the Company subsequent to the sale to J.D. Heiskell is inconsequential. These agreements are ordinary purchase and sale agency agreements for an ethanol plant. | ||||||||||||
The J.D. Heiskell sales activity associated with the Purchasing Agreement, Grain Procurement and Working Capital Agreements during the year ended December 31, 2014, 2013 and 2012 were as follows: | |||||||||||||
Year ended December 31 | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Ethanol sales | $ | 148,408 | $ | 106,566 | 128,831 | ||||||||
Wet distiller's grains sales | 32,689 | 26,490 | 35,469 | ||||||||||
Corn oil sales | 4,501 | 2,609 | 2,583 | ||||||||||
Corn purchases | 120,915 | 96,000 | 156,985 | ||||||||||
Milo Purchases | - | 11,523 | |||||||||||
Accounts receivable | 368 | 641 | 395 | ||||||||||
Accounts payable | 1,965 | 2,228 | 2,650 | ||||||||||
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, 2015 and with A.L Gilbert on December 31, 2015 with automatic one-year renewals thereafter. For the years ended December 31, 2014, 2013 and 2012, the Company expensed marketing costs of $2.9 million, $2.1 million and $2.4 million, respectively, under the terms of both ethanol and wet distillers grains agreements. |
13_Segment_Information
13. Segment Information | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Segment Reporting [Abstract] | |||||||||||||
13. Segment Information | Aemetis recognizes two reportable geographic segments: “India” and “North America.” | ||||||||||||
The “India” operating segment encompasses the Company’s 50 MGY name plate 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 name plate capacity 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, 2014, 2013 and 2012 follow: | |||||||||||||
For the year ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Revenues | |||||||||||||
North America | $ | 195,416 | $ | 144,698 | $ | 175,501 | |||||||
India | 12,267 | 32,816 | 13,547 | ||||||||||
Total revenues | $ | 207,683 | $ | 177,514 | $ | 189,048 | |||||||
Cost of goods sold | |||||||||||||
North America | $ | 158,719 | $ | 130,498 | $ | 183,784 | |||||||
India | 11,820 | 28,722 | 14,191 | ||||||||||
Total cost of goods sold | $ | 170,539 | $ | 159,220 | $ | 197,975 | |||||||
Gross profit (loss) | |||||||||||||
North America | $ | 36,697 | $ | 14,200 | $ | (8,283 | ) | ||||||
India | 447 | 4,094 | (644 | ) | |||||||||
Total gross profit (loss) | $ | 37,144 | $ | 18,294 | $ | (8,927 | ) | ||||||
North America: In 2014, 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 95 %, 94% and 95% of the Company’s North American segment consolidated revenues in 2014, 2013 and 2012 respectively. | |||||||||||||
India: During 2014, three customers accounted for 80% of India sales through their purchase of Refined Glycerin, and four customers accounted for 80% of India sales through its purchase of biodiesel. 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. | |||||||||||||
Company total assets by segment follow: | |||||||||||||
December 31, | December 31, | ||||||||||||
2014 | 2013 | ||||||||||||
North America | $ | 76,066 | $ | 83,183 | |||||||||
India | 13,110 | 13,959 | |||||||||||
Total Assets | $ | 89,176 | $ | 97,142 | |||||||||
14_Quarterly_Financial_Data_Un
14. Quarterly Financial Data (Unaudited) | 12 Months Ended | ||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||
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, 2014, 2013 and 2012 is as follows: | ||||||||||||||||||||
2014 | For the three months ended | For the year ended | |||||||||||||||||||
March 31, | June 30, | September 30, | December 31, | December 31, | |||||||||||||||||
2014 | 2014 | 2014 | 2014 | 2014 | |||||||||||||||||
Revenues | $ | 60,665 | $ | 57,195 | $ | 48,348 | $ | 41,475 | $ | 207,683 | |||||||||||
Cost of goods sold | 45,041 | 45,842 | 40,633 | 39,023 | 170,539 | ||||||||||||||||
Gross profit | 15,624 | 11,353 | 7,715 | 2,452 | 37,144 | ||||||||||||||||
Research and development expenses | 100 | 141 | 101 | 117 | 459 | ||||||||||||||||
Selling, general and administrative expenses | 2,842 | 3,449 | 2,972 | 3,332 | 12,595 | ||||||||||||||||
Operating income/(loss) | 12,682 | 7,763 | 4,642 | (997 | ) | 24,090 | |||||||||||||||
Other income/(expense) | |||||||||||||||||||||
Interest expense | |||||||||||||||||||||
Interest rate expense | (2,920 | ) | (2,530 | ) | (2,287 | ) | (2,315 | ) | (10,052 | ) | |||||||||||
Amortization expense | (2,118 | ) | (2,502 | ) | (741 | ) | (677 | ) | (6,038 | ) | |||||||||||
Loss on debt extinguishment | (115 | ) | - | (1,231 | ) | - | (1,346 | ) | |||||||||||||
Gain on sale of assets | - | (119 | ) | - | - | (119 | ) | ||||||||||||||
Other income/(expense) | 164 | 110 | 81 | 249 | 604 | ||||||||||||||||
Income /(Loss) before income taxes | 7,693 | 2,722 | 464 | (3,740 | ) | 7,139 | |||||||||||||||
Income tax expense | (6 | ) | - | - | - | (6 | ) | ||||||||||||||
Net income /(loss) | 7,687 | 2,722 | 464 | (3,740 | ) | 7,133 | |||||||||||||||
Other comprehensive income (loss) | |||||||||||||||||||||
Foreign currency translation adjustment | 108 | - | (98 | ) | (56 | ) | (46 | ) | |||||||||||||
Comprehensive income (loss) | $ | 7,795 | $ | 2,722 | $ | 366 | $ | (3,796 | ) | $ | 7,087 | ||||||||||
Net income (loss) per common share | |||||||||||||||||||||
Basic | $ | 0.38 | $ | 0.13 | $ | 0.02 | $ | (0.18 | ) | $ | 0.35 | ||||||||||
Diluted | $ | 0.34 | $ | 0.13 | $ | 0.02 | $ | (0.18 | ) | $ | 0.34 | ||||||||||
Weighted average shares outstanding | |||||||||||||||||||||
Basic | 20,007 | 20,284 | 20,555 | 20,630 | 20,371 | ||||||||||||||||
Diluted | 22,657 | 20,948 | 21,476 | 20,630 | 21,047 | ||||||||||||||||
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 | $ | 47,353 | $ | 56,688 | $ | 54,053 | $ | 177,514 | |||||||||||
Cost of goods sold | 19,173 | 43,602 | 53,652 | 42,793 | 159,220 | ||||||||||||||||
Gross profit | 247 | 3,751 | 3,036 | 11,260 | 18,294 | ||||||||||||||||
Research and development expenses | 229 | 124 | 115 | 71 | 539 | ||||||||||||||||
Selling, general and administrative expenses | 4,215 | 3,984 | 3,879 | 3,197 | 15,275 | ||||||||||||||||
Operating income/(loss) | (4,197 | ) | (357 | ) | (958 | ) | 7,992 | 2,480 | |||||||||||||
Other income/(expense) | |||||||||||||||||||||
Interest expense | |||||||||||||||||||||
Interest rate expense | (2,671 | ) | (2,913 | ) | (2,933 | ) | (3,291 | ) | (11,808 | ) | |||||||||||
Amortization expense | (2,273 | ) | (6,071 | ) | (2,020 | ) | (2,103 | ) | (12,467 | ) | |||||||||||
Loss on debt extinguishment | (956 | ) | (232 | ) | (2,521 | ) | - | (3,709 | ) | ||||||||||||
Gain on sale of assets | 126 | 48 | 108 | 47 | 329 | ||||||||||||||||
Other income/(expense) | 163 | (67 | ) | 35 | 613 | 744 | |||||||||||||||
Income (Loss) before income taxes | (9,808 | ) | (9,592 | ) | (8,289 | ) | 3,258 | (24,431 | ) | ||||||||||||
Income tax expense | (6 | ) | - | - | - | (6 | ) | ||||||||||||||
Net income /(loss) | (9,814 | ) | (9,592 | ) | (8,289 | ) | 3,258 | (24,437 | ) | ||||||||||||
Other comprehensive income (loss) | |||||||||||||||||||||
Foreign currency translation adjustment | 199 | (600 | ) | (275 | ) | 78 | (598 | ) | |||||||||||||
Comprehensive (loss)/income | $ | (9,615 | ) | $ | (10,192 | ) | $ | (8,564 | ) | $ | 3,336 | $ | (25,035 | ) | |||||||
Net (loss)/income per common share | |||||||||||||||||||||
Basic | $ | (0.54 | ) | $ | (0.51 | ) | $ | (0.43 | ) | $ | 0.16 | $ | (1.28 | ) | |||||||
Diluted | $ | (0.54 | ) | $ | (0.51 | ) | $ | (0.43 | ) | $ | 0.16 | $ | (1.28 | ) | |||||||
Weighted average shares outstanding | |||||||||||||||||||||
Basic | 18,223 | 18,964 | 19,390 | 19,806 | 19,101 | ||||||||||||||||
Diluted | 18,223 | 18,964 | 19,390 | 20,272 | 19,101 | ||||||||||||||||
15_Related_Party_Transactions
15. Related Party Transactions | 12 Months Ended |
Dec. 31, 2014 | |
Related Party Transactions [Abstract] | |
15. Related Party Transactions | The Company owes Eric McAfee and McAfee Capital, solely owned by Eric McAfee, amounts of $0.4 million and $1.0 million 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, 2014 and 2013. For the years ended December 31, 2014, 2013, and 2012, the Company expensed $191 thousand, $110 thousand, and $65 thousand, respectively, to reimburse actual expenses incurred for McAfee Capital and related entities. |
As consideration for Amendment No.8 with which we entered with Third Eye Capital on November 7, 2014, the unconditional personal Guaranty from Chairman of the Company, the guaranties from Company parties and McAfee Capital, LLC owned by Mr. Eric McAfee were all reaffirmed. The Company also agreed to pay $0.2 million in consideration to Mr. McAfee and McAfee Capital in exchange for their willingness to provide the guaranties. As part of this Guarantee fee agreement, $172 thousand was paid as of December 31, 2014 and $28 thousand is accrued in the balance sheet as of December 31, 2014. | |
For the years ending December 31, 2014, 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 none, 1.2 million, and 6.2 million shares of common stock, respectively. Laird Cagan received none, 0.7 million and 2.6 million 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 $1.7 million each as of December 31, 2014 and 2013, respectively, in connection with board compensation fees, which are included in accounts payable on the balance sheet. For each of the years ended December 31, 2014, 2013, and 2012, the Company expensed $0.4 million each year then ended, 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 $18.0 million (“Revolving Credit Facility”); (ii) senior secured term loans in the principal amount of $10.0 million 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 $15.0 million (“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. Please refer to Note Payable - Note 5 for more information on the transactions with Third Eye Capital. | |
16_Income_Tax
16. Income Tax | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
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: | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Current: | |||||||||||||
Federal | - | ||||||||||||
State and Local | $ | 6 | $ | 6 | $ | 4 | |||||||
Foreign | - | - | - | ||||||||||
6 | 6 | 4 | |||||||||||
Deferred: | |||||||||||||
Federal | - | - | (934 | ) | |||||||||
State and Local | - | - | (151 | ) | |||||||||
Foreign | - | - | - | ||||||||||
Income tax expense/(benefit) | $ | 6 | $ | 6 | $ | (1,081 | ) | ||||||
During the year ended December 31, 2014, 2013, and 2012, 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, 2014, 2013, and 2012, 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, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
United States | $ | 8,652 | $ | (24,712 | ) | $ | (2,981 | ) | |||||
Foreign | (1,513 | ) | 281 | (2,382 | ) | ||||||||
Pretax Income | $ | 7,139 | $ | (24,431 | ) | $ | (5,363 | ) | |||||
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, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Income tax expense (benefit) at the federal statutory rate | 2,427 | (8,307 | ) | (1,824 | ) | ||||||||
State tax expense (benefit) | 1,089 | (695 | ) | (476 | ) | ||||||||
Foreign tax rate differential | 302 | 220 | 475 | ||||||||||
Stock-based compensation | 204 | 556 | 382 | ||||||||||
Interest Expense | 53 | 328 | 430 | ||||||||||
Loss on Debt Extinguishment | - | 1,162 | 3,708 | ||||||||||
Gain on Bargain Purchase | - | - | (16,728 | ) | |||||||||
Other | (147 | ) | 69 | (160 | ) | ||||||||
Cilion Transactions | - | - | 302 | ||||||||||
Credits | (25 | ) | - | (150 | ) | ||||||||
Valuation Allowance | (3,897 | ) | 6,673 | 12,960 | |||||||||
Income Tax Expense | 6 | 6 | (1,081 | ) | |||||||||
Effective Tax Rate | 0.08 | % | -0.02 | % | 20.16 | % | |||||||
The components of the net deferred tax asset or (liability) are as follows: | |||||||||||||
Year Ended December 31, | |||||||||||||
2014 | 2013 | ||||||||||||
Deferred Tax Assets & (Liabilities): | |||||||||||||
Organization, start-up costs & intangible assets | $ | 8,750 | $ | 9,303 | |||||||||
Stock-based compensation | 86 | 115 | |||||||||||
Property, plant and equipment | (22,015 | ) | (18,930 | ) | |||||||||
Net operating loss carryforward and Credits | 49,645 | 49,139 | |||||||||||
Convertible debt | (5 | ) | (5 | ) | |||||||||
Ethanol Credits | 1,500 | 1,500 | |||||||||||
Debt Extinguishment | 2,239 | 2,536 | |||||||||||
Other, net | 592 | 1,544 | |||||||||||
Subtotal | $ | 40,792 | $ | 45,202 | |||||||||
Valuation Allowance | (40,792 | ) | (45,202 | ) | |||||||||
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, 2014, 2013 and 2012, these undistributed losses totaled $10.7 million, $9.2 million and $9.5million, 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, 2014, 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, 2014: | |||||||||||||
United States — Federal | 2005 – present | ||||||||||||
United States — State | 2005– present | ||||||||||||
India | 2006 – present | ||||||||||||
Mauritius | 2006 – present | ||||||||||||
As of December 31, 2014, the Company had federal net operating loss carryforwards of approximately $117.0 million and state net operating loss carryforwards of approximately $114.0 million. Included in the federal and state net operating loss carryovers are approximately $0.3 million and $0.2 million of excess stock based compensation related deductions that will be credited to additional paid in capital when the tax benefits realized. The Company also has approximately $1.5 million of alcohol and cellulosic biofuel credit carryforwards. The federal net operating loss and other tax credit carryforwards expire on various dates between 2027 and 2032. 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, 2015, its tax fiscal year end, of approximately $10 million 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, 2014 | |||||||||||||
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, 2014, 2013 and 2012: | ||||||||||||
Aemetis, Inc. (Parent Company) | |||||||||||||
Consolidated Balance Sheets | |||||||||||||
As of December 31, 2014 and 2013 | |||||||||||||
Assets | 2014 | 2013 | |||||||||||
Current assets | |||||||||||||
Cash and cash equivalents | 65 | 14 | |||||||||||
Intercompany receivables | 24,578 | 27,627 | |||||||||||
Prepaid expenses | 609 | - | |||||||||||
Total current assets | 25,252 | 27,641 | |||||||||||
Investments in Subsidiaries, net of advances | |||||||||||||
Investment in Aemetis International, Inc. | 1,082 | 2,679 | |||||||||||
Investment in Aemetis Americas, Inc | - | - | |||||||||||
Total investments in Subsidiaries, net of advances | 1,082 | 2,679 | |||||||||||
Other assets | 23 | 23 | |||||||||||
Total Assets | $ | 26,357 | $ | 30,343 | |||||||||
Liabilities & stockholders' deficit | |||||||||||||
Current liabilities | |||||||||||||
Accounts payable | 2,869 | 3,397 | |||||||||||
Outstanding checks in excess of cash | - | - | |||||||||||
Mandatorily redeemable Series B convertibe preferred | 2,641 | 2,540 | |||||||||||
Other current liabilities | 996 | 1,678 | |||||||||||
Total current liabilities | 6,506 | 7,615 | |||||||||||
Subsidiary obligation in excess of investment | |||||||||||||
Investment in AE Advanced Fuels, Inc. | 18,497 | 31,325 | |||||||||||
Investment in Aemetis Americas, Inc | 205 | 247 | |||||||||||
Investment in Aemetis Biofuels, Inc. | 2,741 | 2,741 | |||||||||||
Investment in Aemetis Technologies, Inc. | 1,031 | 833 | |||||||||||
Investment in Biofuels Marketing, Inc. | 349 | 349 | |||||||||||
Total subsidiary obligation in excess of investment | 22,823 | 35,495 | |||||||||||
Total long term liabilities | $ | 22,823 | $ | 35,495 | |||||||||
Stockholders' deficit | |||||||||||||
Series B Preferred convertible stock | 2 | 2 | |||||||||||
Common stock | 21 | 20 | |||||||||||
Additional paid-in capital | 87,080 | 84,373 | |||||||||||
Accumulated deficit | (87,113 | ) | (94,246 | ) | |||||||||
Accumulated other comprehensive loss | (2,962 | ) | (2,916 | ) | |||||||||
Total stockholders' deficit | (2,972 | ) | (12,767 | ) | |||||||||
Total liabilities & stockholders' deficit | $ | 26,357 | $ | 30,343 | |||||||||
Aemetis, Inc. (Parent Company) | |||||||||||||
Consolidated Statements of Operations and Comprehensive Loss | |||||||||||||
For the Years Ended December 31, 2014, 2013 and 2012 | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Equity in subsidiary gains (losses) | 11,123 | (22,134 | ) | (12 | ) | ||||||||
Selling, general and administrative expenses | 3,942 | 2,687 | 2,303 | ||||||||||
Operating income (loss) | 7,181 | (24,821 | ) | (2,315 | ) | ||||||||
Other income (expense) | |||||||||||||
Interest expense | (277 | ) | (187 | ) | (1,866 | ) | |||||||
Other income (expense) | 235 | 577 | (97 | ) | |||||||||
Income (loss) before income taxes | 7,139 | (24,431 | ) | (4,278 | ) | ||||||||
Income tax expense | (6 | ) | (6 | ) | (4 | ) | |||||||
Net gain (loss) | 7,133 | (24,437 | ) | (4,282 | ) | ||||||||
Other comprehensive loss | |||||||||||||
Foreign currency translation adjustment | (46 | ) | (598 | ) | (75 | ) | |||||||
Comprehensive income (loss) | 7,087 | (25,035 | ) | (4,357 | ) | ||||||||
Aemetis, Inc. (Parent Company) | |||||||||||||
Consolidated Statements of Cash Flows | |||||||||||||
For the years ended December 31, 2014, 2013 and 2012 | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Operating activities: | |||||||||||||
Net income (loss) | 7,133 | (24,437 | ) | (4,282 | ) | ||||||||
Adjustments to reconcile net income (loss) to net cash used in operating activities: | |||||||||||||
Stock-based compensation | 624 | 1,760 | 686 | ||||||||||
Amortization of debt issuance discount | - | - | 401 | ||||||||||
Change in fair value of warrant liability | 48 | (197 | ) | 97 | |||||||||
Changes in assets and liabilities: | |||||||||||||
Subsidiary portion of net (gains) losses | (11,123 | ) | 22,134 | 12 | |||||||||
Prepaid expenses | 106 | - | 5 | ||||||||||
Accounts payable | (512 | ) | (640 | ) | 237 | ||||||||
Accrued interest expense | - | - | 683 | ||||||||||
Other liabilities | (629 | ) | (178 | ) | 288 | ||||||||
Net cash used in operating activities | (4,353 | ) | (1,558 | ) | (1,873 | ) | |||||||
Investing activities: | |||||||||||||
Change in outstanding checks in excess of cash | - | (26 | ) | 26 | |||||||||
Subsidiary advances, net | 4,399 | 515 | 9,417 | ||||||||||
Net cash provided in investing activities | 4,399 | 489 | 9,443 | ||||||||||
Financing activities: | |||||||||||||
Proceeds from borrowings under secured debt facilities | - | - | 840 | ||||||||||
Repayments of borrowings under secured debt facilities | - | - | (8,412 | ) | |||||||||
Equity Offering | - | 1,075 | - | ||||||||||
Issuance of common stock for services, option and warrant exercises | 5 | 8 | 1 | ||||||||||
Net cash provided by (used in) financing activities | 5 | 1,083 | (7,571 | ) | |||||||||
Net increase in cash and cash equivalents | 51 | 14 | (1 | ) | |||||||||
Cash and cash equivalents at beginning of period | 14 | - | 1 | ||||||||||
Cash and cash equivalents at end of period | $ | 65 | $ | 14 | $ | (0 | ) | ||||||
Supplemental disclosures of cash flow information, cash paid: | |||||||||||||
Interest payments | 6,824 | 4,522 | 2,085 | ||||||||||
Income tax expense | 6 | 6 | 4 | ||||||||||
Supplemental disclosures of cash flow information, non-cash transactions: | |||||||||||||
Proceeds from exercise of stock options applied to accounts payable | 16 | - | - | ||||||||||
Issuance of warrants to non-employees to secure procurement and working capital | - | 336 | - | ||||||||||
Issuance of warrants to subordinated debt holders | 1,301 | 1,127 | - | ||||||||||
Exercise of conversion feature on note to equity | 47 | - | - | ||||||||||
Stock issued in connection with services | 715 | - | - | ||||||||||
Issuance of shares for acquisition | - | - | 12,511 | ||||||||||
Payments of principal, fees and interest by issuance of stock | - | 3,616 | 11,886 | ||||||||||
18_Subsequent_Events
18. Subsequent Events | 12 Months Ended |
Dec. 31, 2014 | |
Subsequent Events [Abstract] | |
18. Subsequent Events | Subordinated Notes |
On January 1, 2015, the two accredited investors Subordinated Notes’ maturity was extended until the earlier of (i) June 30, 2015; (ii) completion of an equity financing by AAFK or Aemetis in an amount of not less than $25 million; (iii) the completion of an Initial Public Offering by AAFK or Aemetis; or (iv) after the occurrence of an Event of Default, including failure to pay interest or principal when due and breaches of note covenants. A 10 percent cash extension fee was paid by adding the fee to the balance of the new Note and 116 thousand in common stock warrants were granted with a term of two years and an exercise price of $0.01 per share. | |
In February 2015, the Cagan related party promissory note was amended to extend the maturity date until the earlier of (i) December 31, 2016; (ii) completion of an equity financing by AAFK or Aemetis in an amount of not less than $25.0 million; (iii) the completion of an Initial Public Offering by AAFK or Aemetis; or (iv) after the occurrence of an Event of Default, including failure to pay interest or principal when due and breaches of note covenants. | |
Third Eye Capital Amendment | |
On March 12, 2015, Third Eye Capital agreed to Amendment No. 9 to the Note Purchase Agreement to allow for the repurchase of 1,000,000 shares of common stock of the Company effective as of the date of Amendment No. 9, 573,347 shares of which were repurchased at a price per share equal to $6.00 per share and the remainder of which were repurchased at a price per share equal to the higher of $4.50 per share or the five-day volume weighted average price of the Company’s common stock on the NASDAQ Global Market immediately prior to the date of Amendment No. 9, for an aggregate purchase price of approximately $5.5 million. An extension of the credit facility allows for the repurchase price to be added to the outstanding principal balance of the existing notes under the Note Purchase Agreement. In addition, Third Eye Capital agreed to remove the covenant that the Company must complete an equity offering of its preferred stock for net proceeds of not less than $20 million with all of such net proceeds to be used to repay the principal outstanding under the Note Purchase. In addition, Third Eye Capital waived the free cash flow financial covenant under the Note Purchase Agreement for the three months ending March 31, 2015. |
19_Managements_Plan
19. Management's Plan | 12 Months Ended | |
Dec. 31, 2014 | ||
Notes to Financial Statements | ||
19. Management's Plan | The accompanying financial statements have been prepared contemplating the realization of assets and satisfaction of liabilities in the normal course of business. During 2014, the Company’ operations provided positive margins throughout the year and strong cash flows in the first three quarters of the 2014 which was used to pay $23.0 million of senior lender debt. Management’s plans for the Company include: | |
● | Operating the Keyes plant in the current positive margin environment; | |
● | Incorporate lower-cost, non-food advanced biofuels feedstock at the Keyes plant when economical; | |
● | Attracting investors to financing arrangements including working with Advanced BioEnergy LP to issue up to $34.5 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 diesel subsidy was 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, 2014 | |||||||||||||
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 subsidiary AE Biofuels, Inc., a Delaware corporation; | ||||||||||||
● | Biofuels Marketing, Inc., a Delaware corporation; | ||||||||||||
● | Aemetis International, Inc., a Nevada corporation and its subsidiary International Biofuels, Ltd., a Mauritius corporation and its subsidiary Universal Biofuels Private, Ltd., an India company; | ||||||||||||
● | Aemetis Technologies, Inc., a Delaware corporation; | ||||||||||||
● | Aemetis Biochemicals, Inc., a Nevada 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; and, | ||||||||||||
● | Aemetis Advanced Products Keyes, Inc., a Delaware corporation. | ||||||||||||
Aemetis is an advanced renewable fuels and biochemicals company focused on the acquisition, development and commercialization of innovative technologies that replace traditional petroleum-based products by the conversion of first generation ethanol and biodiesel plants into advanced biorefineries. The Company owns and operates a plant in Keyes, California where the Company manufactures and produces ethanol, wet distillers’ grain (WDG), condensed distillers solubles (CDS) and corn oil and a manufacturing and refining facility in Kakinada, India where the Company manufactures and produces fatty acid methyl ester (biodiesel), crude and refined glycerin and refined palm oil. In September 2013, the Company received approval by the US Environmental Protection Agency to produce ethanol using grain sorghum and biogas along with the Keyes plant existing combined heat and power systems to generate higher value D5 Advanced Biofuel Renewable Identification Numbers (RIN’s). In April 2014, the Company received the International Sustainability and Carbon Certification for the production of biodiesel at the India plant from certain oils and fats for sale into European markets. The Company completed the EPA Process for importation of our India biodiesel into the United States. In addition, the Company is continuing research and development focused on microbial technologies for the commercialization of renewable industrial biofuels and biochemicals. | |||||||||||||
Principles of 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. | ||||||||||||
Reverse Stock Split. In April 2014, our board of directors approved, and submitted a proposal to our stockholders for approval of a 1 for 10 reverse split of our common stock (the “Reverse Stock Split”). The Reverse Stock Split was intended to increase the market price of our common stock to enhance our ability to meet the initial listing requirements of the NASDAQ Global Market and to make our common stock more attractive to a broader range of institutional and other investors. Our stockholders approved the Reverse Stock Split on May 9, 2014 and we filed a Certificate of Change with the Secretary of State of the State of Nevada to effect the Reverse Stock Split on May 9, 2014. The Reverse Stock Split became effective with the Financial Industry Regulatory Authority (FINRA) on May 15, 2014. Trading on the NASDAQ Global Market commenced on June 5, 2014. | |||||||||||||
Upon the effectiveness of the Reverse Stock Split, every ten shares of issued and outstanding and authorized Aemetis common stock was automatically combined into one share of common stock with any fractional shares rounded up to the next whole share and without any change in the per share par value. The Reverse Stock Split reduced the number of outstanding shares of Aemetis common stock from approximately 201.7 million shares to approximately 20.2 million shares. The authorized shares of Aemetis common stock were also proportionally reduced from 400 million shares to 40 million shares. | |||||||||||||
Unless otherwise indicated, all share amounts, per share data, share prices, exercise prices and conversion rates set forth in these notes and the accompanying consolidated financial statements have, where applicable, been adjusted to reflect the Reverse Stock Split. | |||||||||||||
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, principally in-kind by-products received in exchange for material processing where the by-product is contemplated by contract to provide value, is recognized at the quoted market price of those goods received or by-products. | ||||||||||||
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 was eligible to participate in the California Ethanol Producer Incentive Program (“CEPIP”). Under the CEPIP, an eligible California ethanol facility could 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. 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. 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, 2014, 2013, and 2012. During 2013 and 2014, the strength of the crush spread resulted in the accrual of, and obligation to repay, CEPIP funding in the amount of $1.8 million, the entire remaining amount of funds received from the program. As of December 31, 2014 and December 31, 2013, the Company accrued a liability of $0.8 million and $0.1 million, respectively. At December 31, 2014, there are no further CEPIP funds received that are subject to repayment. | ||||||||||||
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. As of December 31, 2014 and 2013, there were 18,644 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, 2014 and 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 income (Loss) per Share | Basic and Diluted Net income (Loss) per Share. Basic income (loss) per share is computed by dividing income or loss attributable to common shareholders by the weighted average number of common shares outstanding for the period. Diluted income (loss) per share reflects the dilution of common stock equivalents such as options, convertible preferred stock, debt and warrants to the extent the impact is dilutive. As the Company incurred net income for the year ended December 31, 2014, potentially dilutive securities have been included in the diluted net income per share computations and any potentially anti-dilutive shares have been excluded and are shown below. As the Company incurred net loss for the years ended December 31, 2013 and 2012, potentially dilutive securities have been excluded from the diluted net loss per share computations as their effect would be anti-dilutive. | ||||||||||||
The following table reconciles the number of shares utilized in the net income (loss) per share calculations for the years ended December 31, 2014, 2013 and 2012: | |||||||||||||
Year ended | |||||||||||||
31-Dec-14 | 31-Dec-13 | 31-Dec-12 | |||||||||||
(In thousands, except per share amounts) | |||||||||||||
Net income (loss) | $ | 7,133 | $ | (24,437 | ) | $ | (4,282 | ) | |||||
Shares: | |||||||||||||
Weighted average shares outstanding—basic | 20,371 | 19,101 | 15,102 | ||||||||||
Weighted average dilutive share equivalents from preferred shares | 220 | - | - | ||||||||||
Weighted average dilutive share equivalents from stock options | 269 | - | - | ||||||||||
Weighted average dilutive share equivalents from common warrants | 187 | - | - | ||||||||||
Weighted average shares outstanding—diluted | 21,047 | 19,101 | 15,102 | ||||||||||
Earnings (loss) per share—basic | $ | 0.35 | $ | (1.28 | ) | $ | (0.28 | ) | |||||
Earnings (loss) per share—diluted | $ | 0.34 | $ | (1.28 | ) | $ | (0.28 | ) | |||||
The following table shows the number of potentially dilutive shares excluded from the diluted net income (loss) per share calculation as of December 31, 2014, 2013 and 2012: | |||||||||||||
As of | |||||||||||||
31-Dec-14 | 31-Dec-13 | 31-Dec-12 | |||||||||||
Series B preferred | - | 2,401 | 3,098 | ||||||||||
Common stock options and warrants | 30 | 1,480 | 1,031 | ||||||||||
Convertible promissory note | - | 19 | 18 | ||||||||||
Total number of potentially dilutive shares excluded from the basic and diluted net income (loss) per share calculation | 30 | 3,900 | 4,147 | ||||||||||
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 income (loss) and accumulated other comprehensive loss consists solely of cumulative currency translation adjustments resulting from the translation of the financial statements of its foreign subsidiary. The investment in this subsidiary is considered indefinitely invested overseas, and as a result, deferred income taxes are not recorded related to the currency translation adjustments. | ||||||||||||
Foreign Currency Translation/Transactions | 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 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 | Fair Value of Financial Instruments. The Company’s financial instruments include cash and cash equivalents, accounts receivable, accounts payable, other current liabilities, 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 seller note payable, at December 31, 2014 amounted to an aggregate of approximately $ 68.2 million in outstanding obligations. The debts were determined to have an estimated fair value of $67.5 million 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 estimated fair value of the Company’s share-based compensation awards at the time the awards are granted adjusted to reflect only those shares that are expected to vest. | ||||||||||||
In valuing shares issued to consultants, debt holders, or affiliated investors, the Company estimates the discount for lack of marketability on restricted stock issued, using 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 NASDAQ market 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 includes comparing the net present value of cash flows of the new debt to the old debt to determine if changes greater than 10 percent occurred. In instances, where the net present value of future cash flows changed more than 10 percent, the Company applies extinguishment accounting and determines the fair value of its debt based on factors available to the Company. | ||||||||||||
Recent Accounting Pronouncements | Recent Issued Accounting Pronouncements. | ||||||||||||
In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606), which supersedes all existing revenue recognition requirements, including most industry-specific guidance. The new standard requires a company to recognize revenue when it transfers goods or services to customers in an amount that reflects the consideration that the company expects to receive for those goods or services. The new standard will be effective for us on January 1, 2017. We are currently evaluating the potential impact that Topic 606 may have on our financial position and results of operations. |
1_Nature_of_Activities_and_Sum2
1. Nature of Activities and Summary of Significant Accounting Policies (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Nature Of Activities And Summary Of Significant Accounting Policies Tables | |||||||||||||
Reconciles the number of shares utilized in the net income (loss) per share | The following table reconciles the number of shares utilized in the net income (loss) per share calculations for the years ended December 31, 2014, 2013 and 2012: | ||||||||||||
Year ended | |||||||||||||
31-Dec-14 | 31-Dec-13 | 31-Dec-12 | |||||||||||
(In thousands, except per share amounts) | |||||||||||||
Net income (loss) | $ | 7,133 | $ | (24,437 | ) | $ | (4,282 | ) | |||||
Shares: | |||||||||||||
Weighted average shares outstanding—basic | 20,371 | 19,101 | 15,102 | ||||||||||
Weighted average dilutive share equivalents from preferred shares | 220 | - | - | ||||||||||
Weighted average dilutive share equivalents from stock options | 269 | - | - | ||||||||||
Weighted average dilutive share equivalents from common warrants | 187 | - | - | ||||||||||
Weighted average shares outstanding—diluted | 21,047 | 19,101 | 15,102 | ||||||||||
Earnings (loss) per share—basic | $ | 0.35 | $ | (1.28 | ) | $ | (0.28 | ) | |||||
Earnings (loss) per share—diluted | $ | 0.34 | $ | (1.28 | ) | $ | (0.28 | ) | |||||
Schedule of dilutive securities | As of | ||||||||||||
31-Dec-14 | 31-Dec-13 | 31-Dec-12 | |||||||||||
Series B preferred | - | 2,401 | 3,098 | ||||||||||
Common stock options and warrants | 30 | 1,480 | 1,031 | ||||||||||
Convertible promissory note | - | 19 | 18 | ||||||||||
Total number of potentially dilutive shares excluded from the basic and diluted net income (loss) per share calculation | 30 | 3,900 | 4,147 |
2_Inventory_Tables
2. Inventory (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Schedule of Notes Payable | |||||||||
Schedule of Inventory | 31-Dec-14 | 31-Dec-13 | |||||||
Raw materials | $ | 1,522 | $ | 597 | |||||
Work-in-progress | 1,453 | 1,724 | |||||||
Finished goods | 1,516 | 1,777 | |||||||
Total inventory | $ | 4,491 | $ | 4,098 |
3_Property_Plant_and_Equipment1
3. Property, Plant and Equipment (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Statement of Operations Data | |||||||||
Schedule of Property, plant and equipment | As of | ||||||||
31-Dec-14 | 31-Dec-13 | ||||||||
Land | $ | 2,753 | $ | 2,765 | |||||
Plant and Buildings | 82,338 | 82,355 | |||||||
Furniture and fixtures | 458 | 558 | |||||||
Machinery and equipment | 4,063 | 2,076 | |||||||
Construction in progress | 148 | 539 | |||||||
Total gross property, plant & equipment | 89,760 | 88,293 | |||||||
Less accumulated depreciation | (13,950 | ) | (9,365 | ) | |||||
Total net property, plant & equipment | $ | 75,810 | $ | 78,928 | |||||
Depreciation of property, plant, and equipment | Years | ||||||||
Plant and Buildings | 20 - 30 | ||||||||
Machinery & Equipment | 7-May | ||||||||
Furniture & Fixtures | 5-Mar |
4_Intangible_Assets_and_Goodwi1
4. Intangible Assets and Goodwill (Tables) | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Intangible Assets And Goodwill Tables | |||||
Schedule of intangible assets and goodwill | For the twelve months ending December 31, 2014 | Amortization | |||
2015 | $ | 80 | |||
2016 | 80 | ||||
2017 | 112 | ||||
2018 | 112 | ||||
2019 | 202 | ||||
Thereafter | 950 | ||||
Total | $ | 1536 |
5_Notes_Payable_Tables
5. Notes Payable (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Wet distiller's grains sales | |||||||||
Schedule of Notes Payable | Aemetis, Inc. | ||||||||
Debt Disclosure Schedule | |||||||||
31-Dec-14 | 31-Dec-13 | ||||||||
Third Eye Capital term note | $ | 7,394 | $ | 7,193 | |||||
Third Eye Capital revolving credit facility | 22,330 | 38,349 | |||||||
Third Eye Capital revenue participation term note | 10,195 | 9,465 | |||||||
Third Eye Capital acquisition term note | 17,728 | 17,280 | |||||||
Cilion shareholder seller note payable | 5,373 | 4,869 | |||||||
State Bank of India secured term loan | 6,032 | 5,857 | |||||||
Subordinated notes | 5,428 | 5,317 | |||||||
EB-5 long term promissory notes | 1,534 | 1,037 | |||||||
Unsecured working capital loans and short-term notes | 1,287 | 2,391 | |||||||
Total debt | $ | 77,301 | $ | 91,758 | |||||
Less current portion of debt | 12,746 | 17,966 | |||||||
Total long term debt | 64,555 | 73,792 | |||||||
Maturities of Long-term Debt | Twelve months ended December 31, | Debt Repayments | |||||||
2015 | $ | 12,746 | |||||||
2016* | 62,508 | ||||||||
2017 | 2,623 | ||||||||
2018 | 500 | ||||||||
Total debt | 78,377 | ||||||||
Discounts | (1,076 | ) | |||||||
Total debt, net of discounts | $ | 77,301 | |||||||
*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 2015, the amounts are reflected above as a 2016 maturity. |
6_Commitments_and_Contingencie1
6. Commitments and Contingencies (Tables) | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Commitments And Contingencies Tables | |||||
Schedule of minimum operating lease payments | Twelve months ended December 31, | Future Rent Payments | |||
2015 | $ | 410 | |||
2016 | 447 | ||||
2017 | 462 | ||||
2018 | 479 | ||||
2019 | 495 | ||||
Thereafter | 209 | ||||
Total | $ | 2,502 |
7_Stockholders_Equity_Tables
7. Stockholders' Equity (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Stockholders' deficit: | |||||||||||||
Convertible Preferred Stock | Authorized | Shares Issued and | |||||||||||
Shares | Outstanding December 31, | ||||||||||||
2014 | 2013 | ||||||||||||
Series B preferred stock | 7,235 | 1,665 | 2,401 | ||||||||||
Undesignated | 57,765 | — | — | ||||||||||
65,000 | 1,665 | 2,401 |
8_Outstanding_Warrants_Tables
8. Outstanding Warrants (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Outstanding Warrants Tables | ||||||||
Schedule of warrant activity | Weighted - Average Exercise Price | Average Remaining Term in Years | ||||||
Warrants Outstanding & Exercisable | ||||||||
Outstanding December 31, 2012 | 181 | $ | 2.70 | 2.67 | ||||
Granted | 582 | 2.60 | ||||||
Exercised | (264) | 0.10 | ||||||
Expired | (29) | 11.80 | ||||||
Outstanding December 31, 2013 | 470 | $ | 3.40 | 4.85 | ||||
Granted | 148 | 0.01 | ||||||
Exercised | (217) | 1.32 | ||||||
Expired | (50) | 4.97 | ||||||
Outstanding December 31, 2014 | 351 | 3.05 | 2.69 |
9_Fair_Value_of_Warrants_Table
9. Fair Value of Warrants (Tables) | 12 Months Ended | |||||
Dec. 31, 2014 | ||||||
Fair Value Of Warrants Tables | ||||||
Schedule of fair value of liability warrants | Expected dividend yield | 0% | ||||
Risk-free interest rate | 0. 89% - 1.1% | |||||
Expected volatility | 77.00% - 77.78% | |||||
Expected Life (years) | 2.5 - 3.0 | |||||
Exercise price | $ 0.01 | |||||
Company stock price | $ 5.79 |
10_Fair_Value_Measurements_Tab
10. Fair Value Measurements (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Fair Value Measurements Tables | |||||||||||||||||
Schedule of financial liabilities measured at fair value | |||||||||||||||||
Total | Level 1 | Level 2 | Level 3 | ||||||||||||||
2014 | |||||||||||||||||
Warrant liability | $ | 108 | $ | - | $ | - | $ | 108 | |||||||||
2013 | |||||||||||||||||
Warrant liability | $ | 60 | $ | - | $ | - | $ | 60 | |||||||||
Schedule of activity for liabilities measured at fair value | Balance as of December 31, 2012 | $ | 268 | ||||||||||||||
Issuances of warrant liabilities | 996 | ||||||||||||||||
Exercise of warrant liabilities | (1,007 | ) | |||||||||||||||
Related change in fair value | (197 | ) | |||||||||||||||
Balance as of December 31, 2013 | $ | 60 | |||||||||||||||
Related change in fair value | 48 | ||||||||||||||||
Balance as of December 31, 2014 | $ | 108 |
11_StockBased_Compensation_Tab
11. Stock-Based Compensation (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Stock-Based Compensation Tables | |||||||||||||||||
Schedule of options granted under employee stock plans | Shares Available for Grant | Number of Shares Outstanding | Weighted-Average Exercise Price | ||||||||||||||
Balance as of December 31, 2012 | 161 | 752 | $ | 5.9 | |||||||||||||
Authorized | 100 | — | — | ||||||||||||||
Granted | (288 | ) | 288 | 5.8 | |||||||||||||
Exercised | — | (26 | ) | 3.3 | |||||||||||||
Forfeited/expired | 101 | (101 | ) | 15.31 | |||||||||||||
Balance as of December 31, 2013 | 74 | 913 | $ | 4.9 | |||||||||||||
Authorized | 100 | — | — | ||||||||||||||
Granted | (247 | ) | 247 | 4.38 | |||||||||||||
Exercised | — | (156 | ) | 1.69 | |||||||||||||
Forfeited/expired | 78 | -78 | 2.71 | ||||||||||||||
Balance as of December 31, 2014 | 5 | 926 | $ | 5.52 | |||||||||||||
Schedule of weighted average fair value calculations for options | Number of Shares | Weighted Average Exercise Price | Remaining Contractual Term (In Years) | Average Intrinsic Value1 | |||||||||||||
2014 | |||||||||||||||||
Vested | 559 | $ | 5.89 | 2.41 | $ | 772 | |||||||||||
Unvested | 367 | 4.95 | 3.87 | 356 | |||||||||||||
Total | 926 | $ | 5.52 | 2.99 | $ | 1,128 | |||||||||||
2013 | |||||||||||||||||
Vested | 516 | $ | 4.4 | 1.77 | $ | 523 | |||||||||||
Unvested | 397 | 5.7 | 4.11 | 9 | |||||||||||||
Total | 913 | $ | 4.9 | 2.79 | $ | 532 | |||||||||||
(1) Intrinsic value calculation based on the $5.79 and $3.20 closing price of Aemetis stock on December 31, 2014 and 2013, as reported on the NASDAQ exchange and Over the Counter Bulletin Board respectively. | |||||||||||||||||
Schedule of Outside Company Stock Plan | Number of Shares | Weighted Average Exercise Price | Remaining Contractual Term (In Years) | Average Intrinsic Value2 | |||||||||||||
2014 | |||||||||||||||||
Vested | 89 | $ | 5.5 | 2.85 | $ | 26 | |||||||||||
Unvested | - | - | - | - | |||||||||||||
Total | 89 | $ | 5.5 | 2.85 | $ | - | |||||||||||
2013 | |||||||||||||||||
Vested | 69 | $ | 5.5 | 3.85 | $ | - | |||||||||||
Unvested | 29 | 5.5 | 3.85 | - | |||||||||||||
Total | 98 | $ | 5.5 | 3.85 | $ | - | |||||||||||
Schedule of assumptions for weighted-average fair value calculations for options granted | For the year ended December 31 | ||||||||||||||||
2014 | 2012 | ||||||||||||||||
2013 | |||||||||||||||||
Dividend-yield | 0 | % | 0 | % | 0 | % | |||||||||||
Risk-free interest rate | 0. 74 - 1.10 | % | 0.42 - 0.63 | % | 0.28 - 0.38 | % | |||||||||||
Expected volatility | 77.00 - 78.43 | % | 73.20 - 75.55 | % | 79.08 | % | |||||||||||
Expected life (years) | 3 | 3 | 3-Feb | ||||||||||||||
Market value per share on grant date | $ | 4.20 - $ 4.66 | $ | 4.00 to $6.50 | $ | 5.5 | |||||||||||
Weighted average fair value per share on grant date | $ | 2.14 - $2.35 | $ | 1.92 - $3.19 | $ | 2.34 - $2.80 |
12_Agreements_Tables
12. Agreements (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Agreements Tables | |||||||||||||
Schedule of working capital agreement activity | |||||||||||||
Year ended December 31 | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Ethanol sales | $ | 148,408 | $ | 106,566 | 128,831 | ||||||||
Wet distiller's grains sales | 32,689 | 26,490 | 35,469 | ||||||||||
Corn oil sales | 4,501 | 2,609 | 2,583 | ||||||||||
Corn purchases | 120,915 | 96,000 | 156,985 | ||||||||||
Milo Purchases | - | 11,523 | |||||||||||
Accounts receivable | 368 | 641 | 395 | ||||||||||
Accounts payable | 1,965 | 2,228 | 2,650 | ||||||||||
13_Segment_Information_Tables
13. Segment Information (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Segment Information Tables | |||||||||||||
Schedule of segment information | For the year ended December 31, | ||||||||||||
2014 | 2013 | 2012 | |||||||||||
Revenues | |||||||||||||
North America | $ | 195,416 | $ | 144,698 | $ | 175,501 | |||||||
India | 12,267 | 32,816 | 13,547 | ||||||||||
Total revenues | $ | 207,683 | $ | 177,514 | $ | 189,048 | |||||||
Cost of goods sold | |||||||||||||
North America | $ | 158,719 | $ | 130,498 | $ | 183,784 | |||||||
India | 11,820 | 28,722 | 14,191 | ||||||||||
Total cost of goods sold | $ | 170,539 | $ | 159,220 | $ | 197,975 | |||||||
Gross profit (loss) | |||||||||||||
North America | $ | 36,697 | $ | 14,200 | $ | (8,283 | ) | ||||||
India | 447 | 4,094 | (644 | ) | |||||||||
Total gross profit (loss) | $ | 37,144 | $ | 18,294 | $ | (8,927 | ) | ||||||
December 31, | December 31, | ||||||||||||
2014 | 2013 | ||||||||||||
North America | $ | 76,066 | $ | 83,183 | |||||||||
India | 13,110 | 13,959 | |||||||||||
Total Assets | $ | 89,176 | $ | 97,142 |
14_Quarterly_Financial_Data_Ta
14. Quarterly Financial Data (Tables) | 12 Months Ended | ||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||
Quarterly Financial Information Disclosure [Abstract] | |||||||||||||||||||||
Quarterly results of operations | 2014 | For the three months ended | |||||||||||||||||||
March 31, | June 30, | September 30, | December 31, | For the year ended December 31, | |||||||||||||||||
2014 | 2014 | 2014 | 2014 | 2014 | |||||||||||||||||
Revenues | $ | 60,665 | $ | 57,195 | $ | 48,348 | $ | 41,475 | $ | 207,683 | |||||||||||
Cost of goods sold | 45,041 | 45,842 | 40,633 | 39,023 | 170,539 | ||||||||||||||||
Gross profit | 15,624 | 11,353 | 7,715 | 2,452 | 37,144 | ||||||||||||||||
Research and development expenses | 100 | 141 | 101 | 117 | 459 | ||||||||||||||||
Selling, general and administrative expenses | 2,842 | 3,449 | 2,972 | 3,332 | 12,595 | ||||||||||||||||
Operating income/(loss) | 12,682 | 7,763 | 4,642 | (997 | ) | 24,090 | |||||||||||||||
Other income/(expense) | |||||||||||||||||||||
Interest expense | |||||||||||||||||||||
Interest rate expense | (2,920 | ) | (2,530 | ) | (2,287 | ) | (2,315 | ) | (10,052 | ) | |||||||||||
Amortization expense | (2,118 | ) | (2,502 | ) | (741 | ) | (677 | ) | (6,038 | ) | |||||||||||
Loss on debt extinguishment | (115 | ) | - | (1,231 | ) | - | (1,346 | ) | |||||||||||||
Gain on sale of assets | - | (119 | ) | - | - | (119 | ) | ||||||||||||||
Other income/(expense) | 164 | 110 | 81 | 249 | 604 | ||||||||||||||||
Income /(Loss) before income taxes | 7,693 | 2,722 | 464 | (3,740 | ) | 7,139 | |||||||||||||||
Income tax expense | (6 | ) | - | - | - | (6 | ) | ||||||||||||||
Net income /(loss) | 7,687 | 2,722 | 464 | (3,740 | ) | 7,133 | |||||||||||||||
Other comprehensive income (loss) | |||||||||||||||||||||
Foreign currency translation adjustment | 108 | - | (98 | ) | (56 | ) | (46 | ) | |||||||||||||
Comprehensive income (loss) | $ | 7,795 | $ | 2,722 | $ | 366 | $ | (3,796 | ) | $ | 7,087 | ||||||||||
Net income (loss) per common share | |||||||||||||||||||||
Basic | $ | 0.38 | $ | 0.13 | $ | 0.02 | $ | (0.18 | ) | $ | 0.35 | ||||||||||
Diluted | $ | 0.34 | $ | 0.13 | $ | 0.02 | $ | (0.18 | ) | $ | 0.34 | ||||||||||
Weighted average shares outstanding | |||||||||||||||||||||
Basic | 20,007 | 20,284 | 20,555 | 20,630 | 20,371 | ||||||||||||||||
Diluted | 22,657 | 20,948 | 21,476 | 20,630 | 21,047 | ||||||||||||||||
2013 | |||||||||||||||||||||
For the three months ended | |||||||||||||||||||||
March 31, | June 30, | September 30, | December 31, | For the year ended December 31, | |||||||||||||||||
2013 | 2013 | 2013 | 2013 | 2013 | |||||||||||||||||
Revenues | $ | 19,420 | $ | 47,353 | $ | 56,688 | $ | 54,053 | $ | 177,514 | |||||||||||
Cost of goods sold | 19,173 | 43,602 | 53,652 | 42,793 | 159,220 | ||||||||||||||||
Gross profit | 247 | 3,751 | 3,036 | 11,260 | 18,294 | ||||||||||||||||
Research and development expenses | 229 | 124 | 115 | 71 | 539 | ||||||||||||||||
Selling, general and administrative expenses | 4,215 | 3,984 | 3,879 | 3,197 | 15,275 | ||||||||||||||||
Operating income/(loss) | (4,197 | ) | (357 | ) | (958 | ) | 7,992 | 2,480 | |||||||||||||
Other income/(expense) | |||||||||||||||||||||
Interest expense | |||||||||||||||||||||
Interest rate expense | (2,671 | ) | (2,913 | ) | (2,933 | ) | (3,291 | ) | (11,808 | ) | |||||||||||
Amortization expense | (2,273 | ) | (6,071 | ) | (2,020 | ) | (2,103 | ) | (12,467 | ) | |||||||||||
Loss on debt extinguishment | (956 | ) | (232 | ) | (2,521 | ) | - | (3,709 | ) | ||||||||||||
Gain on sale of assets | 126 | 48 | 108 | 47 | 329 | ||||||||||||||||
Other income/(expense) | 163 | (67 | ) | 35 | 613 | 744 | |||||||||||||||
Income (Loss) before income taxes | (9,808 | ) | (9,592 | ) | (8,289 | ) | 3,258 | (24,431 | ) | ||||||||||||
Income tax expense | (6 | ) | - | - | - | (6 | ) | ||||||||||||||
Net income /(loss) | (9,814 | ) | (9,592 | ) | (8,289 | ) | 3,258 | (24,437 | ) | ||||||||||||
Other comprehensive income (loss) | |||||||||||||||||||||
Foreign currency translation adjustment | 199 | (600 | ) | (275 | ) | 78 | (598 | ) | |||||||||||||
Comprehensive (loss)/income | $ | (9,615 | ) | $ | (10,192 | ) | $ | (8,564 | ) | $ | 3,336 | $ | (25,035 | ) | |||||||
Net (loss)/income per common share | |||||||||||||||||||||
Basic | $ | (0.54 | ) | $ | (0.51 | ) | $ | (0.43 | ) | $ | 0.16 | $ | (1.28 | ) | |||||||
Diluted | $ | (0.54 | ) | $ | (0.51 | ) | $ | (0.43 | ) | $ | 0.16 | $ | (1.28 | ) | |||||||
Weighted average shares outstanding | |||||||||||||||||||||
Basic | 18,223 | 18,964 | 19,390 | 19,806 | 19,101 | ||||||||||||||||
Diluted | 18,223 | 18,964 | 19,390 | 20,272 | 19,101 | ||||||||||||||||
16_Income_Tax_Tables
16. Income Tax (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Income Tax Disclosure [Abstract] | |||||||||||||
Components of tax expense | 2014 | 2013 | 2012 | ||||||||||
Current: | |||||||||||||
Federal | - | ||||||||||||
State and Local | $ | 6 | $ | 6 | $ | 4 | |||||||
Foreign | - | - | - | ||||||||||
6 | 6 | 4 | |||||||||||
Deferred: | |||||||||||||
Federal | - | - | (934 | ) | |||||||||
State and Local | - | - | (151 | ) | |||||||||
Foreign | - | - | - | ||||||||||
Income tax expense/(benefit) | $ | 6 | $ | 6 | $ | (1,081 | ) | ||||||
U.S. loss and foreign loss before income taxes | Year Ended December 31, | ||||||||||||
2014 | 2013 | 2012 | |||||||||||
United States | $ | 8,652 | $ | (24,712 | ) | $ | (2,981 | ) | |||||
Foreign | (1,513 | ) | 281 | (2,382 | ) | ||||||||
Pretax Income | $ | 7,139 | $ | (24,431 | ) | $ | (5,363 | ) | |||||
Effective tax rate | Year Ended December 31, | ||||||||||||
2014 | 2013 | 2012 | |||||||||||
Income tax expense (benefit) at the federal statutory rate | 2,427 | (8,307 | ) | (1,824 | ) | ||||||||
State tax expense (benefit) | 1,089 | (695 | ) | (476 | ) | ||||||||
Foreign tax rate differential | 302 | 220 | 475 | ||||||||||
Stock-based compensation | 204 | 556 | 382 | ||||||||||
Interest Expense | 53 | 328 | 430 | ||||||||||
Loss on Debt Extinguishment | - | 1,162 | 3,708 | ||||||||||
Gain on Bargain Purchase | - | - | (16,728 | ) | |||||||||
Other | (147 | ) | 69 | (160 | ) | ||||||||
Cilion Transactions | - | - | 302 | ||||||||||
Credits | (25 | ) | - | (150 | ) | ||||||||
Valuation Allowance | (3,897 | ) | 6,673 | 12,960 | |||||||||
Income Tax Expense | 6 | 6 | (1,081 | ) | |||||||||
Effective Tax Rate | 0.08 | % | -0.02 | % | 20.16 | % | |||||||
Components of the net deferred tax asset or (liability) | Year Ended December 31, | ||||||||||||
2014 | 2013 | ||||||||||||
Deferred Tax Assets & (Liabilities): | |||||||||||||
Organization, start-up costs & intangible assets | $ | 8,750 | $ | 9,303 | |||||||||
Stock-based compensation | 86 | 115 | |||||||||||
Property, plant and equipment | (22,015 | ) | (18,930 | ) | |||||||||
Net operating loss carryforward and Credits | 49,645 | 49,139 | |||||||||||
Convertible debt | (5 | ) | (5 | ) | |||||||||
Ethanol Credits | 1,500 | 1,500 | |||||||||||
Debt Extinguishment | 2,239 | 2,536 | |||||||||||
Other, net | 592 | 1,544 | |||||||||||
Subtotal | $ | 40,792 | $ | 45,202 | |||||||||
Valuation Allowance | (40,792 | ) | (45,202 | ) | |||||||||
Deferred tax assets (liabilities) | $ | - | $ | - | |||||||||
Open tax years, by major tax jurisdiction | United States — Federal | 2005 – present | |||||||||||
United States — State | 2005– present | ||||||||||||
India | 2006 – present | ||||||||||||
Mauritius | 2006 – present |
17_Parent_Company_Financial_St1
17. Parent Company Financial Statements (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Condensed Financial Information of Parent Company Only Disclosure [Abstract] | |||||||||||||
Parent Balance Sheets | Aemetis, Inc. (Parent Company) | ||||||||||||
Consolidated Balance Sheets | |||||||||||||
As of December 31, 2014 and 2013 | |||||||||||||
Assets | 2014 | 2013 | |||||||||||
Current assets | |||||||||||||
Cash and cash equivalents | 65 | 14 | |||||||||||
Intercompany receivables | 24,578 | 27,627 | |||||||||||
Prepaid expenses | 609 | - | |||||||||||
Total current assets | 25,252 | 27,641 | |||||||||||
Investments in Subsidiaries, net of advances | |||||||||||||
Investment in Aemetis International, Inc. | 1,082 | 2,679 | |||||||||||
Investment in Aemetis Americas, Inc | - | - | |||||||||||
Total investments in Subsidiaries, net of advances | 1,082 | 2,679 | |||||||||||
Other assets | 23 | 23 | |||||||||||
Total Assets | $ | 26,357 | $ | 30,343 | |||||||||
Liabilities & stockholders' deficit | |||||||||||||
Current liabilities | |||||||||||||
Accounts payable | 2,869 | 3,397 | |||||||||||
Outstanding checks in excess of cash | - | - | |||||||||||
Mandatorily redeemable Series B convertibe preferred | 2,641 | 2,540 | |||||||||||
Other current liabilities | 996 | 1,678 | |||||||||||
Total current liabilities | 6,506 | 7,615 | |||||||||||
Subsidiary obligation in excess of investment | |||||||||||||
Investment in AE Advanced Fuels, Inc. | 18,497 | 31,325 | |||||||||||
Investment in Aemetis Americas, Inc | 205 | 247 | |||||||||||
Investment in Aemetis Biofuels, Inc. | 2,741 | 2,741 | |||||||||||
Investment in Aemetis Technologies, Inc. | 1,031 | 833 | |||||||||||
Investment in Biofuels Marketing, Inc. | 349 | 349 | |||||||||||
Total subsidiary obligation in excess of investment | 22,823 | 35,495 | |||||||||||
Total long term liabilities | $ | 22,823 | $ | 35,495 | |||||||||
Stockholders' deficit | |||||||||||||
Series B Preferred convertible stock | 2 | 2 | |||||||||||
Common stock | 21 | 20 | |||||||||||
Additional paid-in capital | 87,080 | 84,373 | |||||||||||
Accumulated deficit | (87,113 | ) | (94,246 | ) | |||||||||
Accumulated other comprehensive loss | (2,962 | ) | (2,916 | ) | |||||||||
Total stockholders' deficit | (2,972 | ) | (12,767 | ) | |||||||||
Total liabilities & stockholders' deficit | $ | 26,357 | $ | 30,343 | |||||||||
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, 2014, 2013 and 2012 | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Equity in subsidiary gains (losses) | 11,123 | (22,134 | ) | (12 | ) | ||||||||
Selling, general and administrative expenses | 3,942 | 2,687 | 2,303 | ||||||||||
Operating income (loss) | 7,181 | (24,821 | ) | (2,315 | ) | ||||||||
Other income (expense) | |||||||||||||
Interest expense | (277 | ) | (187 | ) | (1,866 | ) | |||||||
Other income (expense) | 235 | 577 | (97 | ) | |||||||||
Income (loss) before income taxes | 7,139 | (24,431 | ) | (4,278 | ) | ||||||||
Income tax expense | (6 | ) | (6 | ) | (4 | ) | |||||||
Net gain (loss) | 7,133 | (24,437 | ) | (4,282 | ) | ||||||||
Other comprehensive loss | |||||||||||||
Foreign currency translation adjustment | (46 | ) | (598 | ) | (75 | ) | |||||||
Comprehensive income (loss) | 7,087 | (25,035 | ) | (4,357 | ) | ||||||||
Parent Statements of Cash Flows | Aemetis, Inc. (Parent Company) | ||||||||||||
Consolidated Statements of Cash Flows | |||||||||||||
For the years ended December 31, 2014, 2013 and 2012 | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Operating activities: | |||||||||||||
Net income (loss) | 7,133 | (24,437 | ) | (4,282 | ) | ||||||||
Adjustments to reconcile net income (loss) to net cash used in operating activities: | |||||||||||||
Stock-based compensation | 624 | 1,760 | 686 | ||||||||||
Amortization of debt issuance discount | - | - | 401 | ||||||||||
Change in fair value of warrant liability | 48 | (197 | ) | 97 | |||||||||
Changes in assets and liabilities: | |||||||||||||
Subsidiary portion of net (gains) losses | (11,123 | ) | 22,134 | 12 | |||||||||
Prepaid expenses | 106 | - | 5 | ||||||||||
Accounts payable | (512 | ) | (640 | ) | 237 | ||||||||
Accrued interest expense | - | - | 683 | ||||||||||
Other liabilities | (629 | ) | (178 | ) | 288 | ||||||||
Net cash used in operating activities | (4,353 | ) | (1,558 | ) | (1,873 | ) | |||||||
Investing activities: | |||||||||||||
Change in outstanding checks in excess of cash | - | (26 | ) | 26 | |||||||||
Subsidiary advances, net | 4,399 | 515 | 9,417 | ||||||||||
Net cash provided in investing activities | 4,399 | 489 | 9,443 | ||||||||||
Financing activities: | |||||||||||||
Proceeds from borrowings under secured debt facilities | - | - | 840 | ||||||||||
Repayments of borrowings under secured debt facilities | - | - | (8,412 | ) | |||||||||
Equity Offering | - | 1,075 | - | ||||||||||
Issuance of common stock for services, option and warrant exercises | 5 | 8 | 1 | ||||||||||
Net cash provided by (used in) financing activities | 5 | 1,083 | (7,571 | ) | |||||||||
Net increase in cash and cash equivalents | 51 | 14 | (1 | ) | |||||||||
Cash and cash equivalents at beginning of period | 14 | - | 1 | ||||||||||
Cash and cash equivalents at end of period | $ | 65 | $ | 14 | $ | (0 | ) | ||||||
Supplemental disclosures of cash flow information, cash paid: | |||||||||||||
Interest payments | 6,824 | 4,522 | 2,085 | ||||||||||
Income tax expense | 6 | 6 | 4 | ||||||||||
Supplemental disclosures of cash flow information, non-cash transactions: | |||||||||||||
Proceeds from exercise of stock options applied to accounts payable | 16 | - | - | ||||||||||
Issuance of warrants to non-employees to secure procurement and working capital | - | 336 | - | ||||||||||
Issuance of warrants to subordinated debt holders | 1,301 | 1,127 | - | ||||||||||
Exercise of conversion feature on note to equity | 47 | - | - | ||||||||||
Stock issued in connection with services | 715 | - | - | ||||||||||
Issuance of shares for acquisition | - | - | 12,511 | ||||||||||
Payments of principal, fees and interest by issuance of stock | - | 3,616 | 11,886 | ||||||||||
1_Nature_of_Activities_and_Sum3
1. Nature of Activities and Summary of Significant Accounting Policies (Details) (USD $) | 3 Months Ended | 12 Months Ended | ||||||||||||
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |||
Accounting Policies [Abstract] | ||||||||||||||
Net income (loss) | ($3,740) | $464 | $2,722 | $7,687 | $3,258 | ($8,289) | ($9,592) | ($9,814) | $7,133 | ($24,437) | ($4,282) | |||
Shares | ||||||||||||||
Weighted average shares outstanding-basic | 20,371 | 19,101 | 15,102 | |||||||||||
Weighted average dilutive share equivalents from preferred shares | 220 | |||||||||||||
Weighted average dilutive share equivalents from stock options | 269 | |||||||||||||
Weighted average dilutive share equivalents from common warrants | 187 | |||||||||||||
Weighted average shares outstanding-diluted | 20,630 | 21,476 | 20,948 | 22,657 | 20,272 | 19,390 | 18,964 | 18,223 | 21,047 | [1] | 19,101 | [1] | 15,102 | [1] |
Earnings (loss) per share-basic | $0.35 | [1] | ($1.28) | [1] | ($0.28) | [1] | ||||||||
Earnings (loss) per share-diluted | $0.34 | [1] | ($1.28) | [1] | ($0.28) | [1] | ||||||||
[1] | The Earnings per share and Weighted average shares outstanding for all periods presented reflect the one-for-ten reverse split, which took effect May 15, 2014. |
1_Nature_of_Activities_and_Sum4
1. Nature of Activities and Summary of Significant Accounting Policies (Details 1) | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Nature Of Activities And Summary Of Significant Accounting Policies Details 1 | |||
Series B preferred | 2,401 | 3,098 | |
Common stock options and warrants | 30 | 1,480 | 1,031 |
Convertible promissory note | 19 | 18 | |
Total number of potentially dilutive shares excluded from the basic and diluted net income (loss) per share calculation | 30 | 3,900 | 4,147 |
1_Nature_of_Activities_and_Sum5
1. Nature of Activities and Summary of Significant Accounting Policies (Details Narrative) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Accounting Policies [Abstract] | ||
Selling, general and administrative expense | $2,500 | |
Obligation to repay | 1,800 | |
Accrued liability | 800 | 100 |
Warrants | 18,644 | |
Carrying amount of debt obligations | 68,200 | |
Debt fair value | $67,500 |
2_Inventory_Details
2. Inventory (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Inventory Details | ||
Raw materials | $1,522 | $597 |
Work-in-progress | 1,453 | 1,724 |
Finished goods | 1,516 | 1,777 |
Total inventory | $4,491 | $4,098 |
3_Property_Plant_and_Equipment2
3. Property, Plant and Equipment (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Property Plant And Equipment Details | ||
Land | $2,753 | $2,765 |
Plant and Buildings | 82,338 | 82,355 |
Furniture and fixtures | 458 | 558 |
Machinery and equipment | 4,063 | 2,076 |
Construction in progress | 148 | 539 |
Total gross property, plant & equipment | 89,760 | 88,293 |
Less accumulated depreciation | -13,950 | -9,365 |
Total net property, plant & equipment | $75,810 | $78,928 |
3_Property_Plant_and_Equipment3
3. Property, Plant and Equipment (Details 1) | 12 Months Ended |
Dec. 31, 2014 | |
Plant and buildings | Minimum | |
Useful life | 20 years |
Plant and buildings | Maximum | |
Useful life | 30 years |
Machinery & Equipment | Minimum | |
Useful life | 5 years |
Machinery & Equipment | Maximum | |
Useful life | 7 years |
Furniture & Fixtures | Minimum | |
Useful life | 3 years |
Furniture & Fixtures | Maximum | |
Useful life | 5 years |
3_Property_Plant_and_Equipment4
3. Property, Plant and Equipment (Details Narrative) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Property Plant And Equipment Details Narrative | |||
Depreciation expense | $4,681 | $4,636 | $3,042 |
4_Intangible_Assets_and_Goodwi2
4. Intangible Assets and Goodwill (Details) (USD $) | Dec. 31, 2014 |
In Thousands, unless otherwise specified | |
Intangible Assets And Goodwill Tables | |
2015 | $80 |
2016 | 80 |
2017 | 112 |
2018 | 112 |
2019 | 202 |
Thereafter | 950 |
Total | $1,536 |
4_Intangible_Assets_and_Goodwi3
4. Intangible Assets and Goodwill (Details Narrative) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Amortization expense | $80 | $184 | $0 |
Intangible assets | 1,536 | ||
Goodwill | 1,000 | ||
Patents [Member] | |||
Intangible assets | 900 | ||
In-process research and development [Member] | |||
Intangible assets | $600 |
5_Notes_Payable_Details
5. Notes Payable (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Total revenues | ||
Third Eye Capital term note | $7,394 | $7,193 |
Third Eye Capital revolving credit facility | 22,330 | 38,349 |
Third Eye Capital revenue participation term note | 10,195 | 9,465 |
Third Eye Capital acquisition term note | 17,728 | 17,280 |
Cilion shareholder Seller note payable | 5,373 | 4,869 |
State Bank of India secured term loan | 6,032 | 5,857 |
Subordinated notes | 5,428 | 5,317 |
EB-5 long term promissory notes | 1,534 | 1,037 |
Unsecured working capital loans and short-term notes | 1,287 | 2,391 |
Total debt | 77,301 | 91,758 |
Less current portion of debt | 12,746 | 17,966 |
Total long term debt | $64,832 | $73,792 |
5_Notes_Payable_Details_1
5. Notes Payable (Details 1) (USD $) | Dec. 31, 2014 | |
In Thousands, unless otherwise specified | ||
For the twelve months ending | ||
2015 | $12,746 | |
2016 | 62,508 | [1] |
2017 | 2,623 | |
2018 | 500 | |
Total debt | 78,377 | |
Discounts | -1,076 | |
Total debt, net of discounts | $77,301 | |
[1] | 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 2015, the amounts are reflected above as a 2016 maturity. |
5_Notes_Payable_Details_Narrat
5. Notes Payable (Details Narrative) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Debt obligation | $6,714 | $7,709 |
Other current liabilities | 3,590 | 6,245 |
Third Eye Capital Term Notes | ||
Proceeds from notes payable | 2,000 | |
Principal and interest outstanding | 7,400 | |
Unamortized discount | 138 | |
Third Eye Capital Revolving Credit Facility | ||
Principal and interest outstanding | 22,300 | |
Unamortized debt issuance costs | 447 | |
Third Eye Capital Revenue Participation Term Notes | ||
Principal and interest outstanding | 10,200 | |
Unamortized discount | 190 | |
Third Eye Capital Acquisition Term Notes | ||
Principal and interest outstanding | 17,700 | |
Unamortized discount | 302 | |
Cilion shareholder Seller note payable | ||
Principal and interest outstanding | 5,400 | |
State Bank of India secured term loan | ||
Principal and interest outstanding | 3,400 | 2,700 |
Outstanding debt | 2,600 | 3,200 |
Subordinated Notes | ||
Principal and interest outstanding | 5,400 | 5,300 |
Unamortized discount | 0 | 300 |
EB-5 long-term promissory notes | ||
Outstanding accrued interest | 34 | |
Unsecured working capital loans | ||
Advances | 7,700 | 5,200 |
Principal payments made | 8,300 | 4,800 |
Interest payments | 176 | 181 |
Debt obligation | 1,300 | 1,900 |
Short-term notes with a series of grants issued by the Maryland Department of Business and Economic Development | ||
Other long term liabilities | 277 | |
Other current liabilities | $88 |
6_Commitments_and_Contingencie2
6. Commitments and Contingencies(Details) (USD $) | Dec. 31, 2014 |
In Thousands, unless otherwise specified | |
Commitments And Contingenciesdetails | |
2015 | $410 |
2016 | 447 |
2017 | 462 |
2018 | 479 |
2019 | 495 |
Thereafter | 209 |
Total | $2,502 |
6_Commitments_and_Contingencie3
6. Commitments and Contingencies (Details Narrative) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Commitments And Contingencies Details Narrative | |||
Rent expense | $426 | $386 | $220 |
Rent reimbursement | $124 | $80 |
7_Stockholders_Equity_Details
7. Stockholders Equity' (Details) | Dec. 31, 2014 | Dec. 31, 2013 |
Authorized Shares | 65,000 | |
Shares Issued and Outstanding December 31, | 1,665 | 2,401 |
Undesignated | ||
Authorized Shares | 57,765 | |
Shares Issued and Outstanding December 31, | 0 | 0 |
Series B Preferred Stock | ||
Authorized Shares | 7,235 | |
Shares Issued and Outstanding December 31, | 1,665 | 2,401 |
8_Outstanding_Warrants_Details
8. Outstanding Warrants (Details) (Warrants, USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Warrants | ||
Number Outstanding, Beginning | 470 | 181 |
Number of Warrants Granted | 148 | 582 |
Number of Warrants Exercised | -217 | -264 |
Number of Warrants Expired | -50 | -29 |
Number of Outstanding, Ending | 351 | 470 |
Weighted Average Exercise Price Outstanding, Beginning | $3.40 | $2.70 |
Weighted Average Exercise Price Granted | $0.01 | $2.60 |
Weighted Average Exercise Price Exercised | $1.32 | $0.10 |
Weighted Average Exercise Price Expired | $4.97 | $11.80 |
Weighted Average Exercise Price Outstanding, Ending | $3.05 | $3.40 |
Weighted Average Remaining Contractual Life (in years) Outstanding, Beginning | 4 years 10 months 6 days | 2 years 8 months 1 day |
Weighted Average Remaining Contractual Life (in years) Outstanding, Ending | 2 years 8 months 9 days | 4 years 10 months 6 days |
9_Fair_Value_of_Warrants_Detai
9. Fair Value of Warrants (Details) (USD $) | 12 Months Ended |
Dec. 31, 2014 | |
Expected dividend yield | 0.00% |
Exercise price | $0.01 |
Company stock price | $5.79 |
Minimum | |
Risk-free interest rate | 0.89% |
Expected volatility | 77.00% |
Expected Life (years) | 2 years 6 months |
Maximum | |
Risk-free interest rate | 1.10% |
Expected volatility | 77.78% |
Expected Life (years) | 3 years |
10_Fair_Value_Measurements_Det
10. Fair Value Measurements (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Warranty liability | $108 | $60 |
Level 1 | ||
Warranty liability | 0 | 0 |
Level 2 | ||
Warranty liability | 0 | 0 |
Level 3 | ||
Warranty liability | $108 | $60 |
10_Fair_Value_Measurements_Det1
10. Fair Value Measurements (Details 1) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Fair Value Measurements Details 1 | ||
Beginning Balance | $60 | $268 |
Issuances of warrant liabilities | 996 | |
Exercise of warrant liabilities | -1,007 | |
Related change in fair value | 48 | -197 |
Ending Balance | $108 | $60 |
11_StockBased_Compensation_Det
11. Stock-Based Compensation (Details) (Options, USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Options | ||
Number of Shares Available, Beginning | 74 | 161 |
Number of Share Authorized | 100 | 100 |
Number of Shares Granted | -247 | -288 |
Number of Shares Exercised | 0 | 0 |
Number of Shares Forfeited/Expired | 78 | 101 |
Number of Shares Availabe, Ending | 5 | 74 |
Number of Outstanding, Ending | 926 | 913 |
Number of Shares Granted | 247 | 288 |
Number of Shares Exercised | -156 | -26 |
Number of Shares Forfeited | -78 | -101 |
Number of Shares Outstanding, Ending | 926 | 913 |
Weighted Average Exercise Price Outstanding, Beginning | $4.90 | $5.90 |
Weighted Average Exercise Price Granted | $4.38 | $5.80 |
Weighted Average Exercise Price Exercised | $1.69 | $3.30 |
Weighted Average Exercise Price Forfeited | $2.71 | $15.31 |
Weighted Average Exercise Price Outstanding, Ending | $5.52 | $4.90 |
11_StockBased_Compensation_Det1
11. Stock-Based Compensation (Details 1) (USD $) | 12 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Options | |||
Number of Outstanding, Ending | 926 | 913 | |
Weighted Average Exercise Price Outstanding, Ending | $5.52 | $4.90 | $5.90 |
Remaining Contractual Term (In Years) | 2 years 11 months 27 days | 2 years 9 months 15 days | |
Average Intrinsic Value | $1,128 | $532 | |
Unvested Options | |||
Number of Outstanding, Ending | 367 | 397 | |
Weighted Average Exercise Price Outstanding, Ending | $4.95 | $5.70 | |
Remaining Contractual Term (In Years) | 3 years 10 months 13 days | 4 years 1 month 10 days | |
Average Intrinsic Value | 356 | 9 | |
Vested Options | |||
Number of Outstanding, Ending | 559 | 516 | |
Weighted Average Exercise Price Outstanding, Ending | $5.89 | $4.40 | |
Remaining Contractual Term (In Years) | 2 years 4 months 28 days | 1 year 9 months 7 days | |
Average Intrinsic Value | $772 | $523 |
11_StockBased_Compensation_Det2
11. Stock-Based Compensation (Details 2) (USD $) | 12 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Vested Options | ||
Number of Outstanding, Ending | 559 | 516 |
Weighted Average Exercise Price Outstanding, Ending | $5.89 | $4.40 |
Remaining Contractual Term (In Years) | 2 years 4 months 28 days | 1 year 9 months 7 days |
Average Intrinsic Value | $772 | $523 |
Unvested Options | ||
Number of Outstanding, Ending | 367 | 397 |
Weighted Average Exercise Price Outstanding, Ending | $4.95 | $5.70 |
Remaining Contractual Term (In Years) | 3 years 10 months 13 days | 4 years 1 month 10 days |
Average Intrinsic Value | 356 | 9 |
Options Granted Outside the Company stock plans | ||
Number of Outstanding, Ending | 89 | 98 |
Weighted Average Exercise Price Outstanding, Ending | $5.50 | $5.50 |
Remaining Contractual Term (In Years) | 2 years 10 months 6 days | 3 years 10 months 6 days |
Average Intrinsic Value | 0 | 0 |
Options Granted Outside the Company stock plans | Vested Options | ||
Number of Outstanding, Ending | 89 | 69 |
Weighted Average Exercise Price Outstanding, Ending | $5.50 | $5.50 |
Remaining Contractual Term (In Years) | 2 years 10 months 6 days | 3 years 10 months 6 days |
Average Intrinsic Value | 26 | 0 |
Options Granted Outside the Company stock plans | Unvested Options | ||
Number of Outstanding, Ending | 0 | 29 |
Weighted Average Exercise Price Outstanding, Ending | $0 | $5.50 |
Remaining Contractual Term (In Years) | 0 years | 3 years 10 months 6 days |
Average Intrinsic Value | $0 | $0 |
11_StockBased_Compensation_Det3
11. Stock-Based Compensation (Details 3) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Dividend-yield | 0.00% | ||
Minimum | |||
Risk-free interest rate | 0.89% | ||
Expected volatility | 77.00% | ||
Expected life (years) | 2 years 6 months | ||
Maximum | |||
Risk-free interest rate | 1.10% | ||
Expected volatility | 77.78% | ||
Expected life (years) | 3 years | ||
Equity Option [Member] | |||
Dividend-yield | 0.00% | 0.00% | 0.00% |
Expected volatility | 79.08% | ||
Expected life (years) | 3 years | 3 years | |
Market value per share on grant date | $5.50 | ||
Equity Option [Member] | Minimum | |||
Risk-free interest rate | 0.74% | 0.42% | 0.28% |
Expected volatility | 77.00% | 73.20% | |
Expected life (years) | 2 years | ||
Market value per share on grant date | 4.2 | 4 | |
Weighted average fair value per share of common stock | 2.14 | 1.92 | $2.34 |
Equity Option [Member] | Maximum | |||
Risk-free interest rate | 1.10% | 0.63% | 0.38% |
Expected volatility | 78.43% | 75.55% | |
Expected life (years) | 3 years | ||
Market value per share on grant date | 4.66 | 6.5 | |
Weighted average fair value per share of common stock | 2.35 | 3.19 | $2.80 |
12_Agreements_Details
12. Agreements (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Agreements Details | |||
Ethanol sales | $148,408 | $106,566 | $128,831 |
Wet distiller's grains sales | 32,689 | 26,490 | 35,469 |
Corn oil sales | 4,501 | 2,609 | 2,583 |
Corn purchases | 120,915 | 96,000 | 156,985 |
Milo Purchases | 0 | 11,523 | 0 |
Accounts receivable | 368 | 641 | 395 |
Accounts payable | $1,965 | $2,228 | $2,650 |
13_Segment_Information_Details
13. Segment Information (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Revenues | |||
North America | $195,416 | $144,698 | $175,501 |
India | 12,267 | 32,816 | 13,547 |
Total revenues | 207,683 | 177,514 | 189,048 |
Cost of goods sold | |||
North America | 158,719 | 130,498 | 183,784 |
India | 11,820 | 28,722 | 14,191 |
Total cost of goods sold | 170,539 | 159,220 | 197,975 |
Gross profit (loss) | |||
North America | 36,697 | 14,200 | -8,283 |
India | 447 | 4,094 | -644 |
Total gross profit (loss) | $37,144 | $18,294 | ($8,927) |
13_Segment_Information_Details1
13. Segment Information (Details 1) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Segment Information Details 1 | ||
North America (United States) | $76,066 | $83,183 |
India | 13,110 | 13,959 |
Total Assets | $89,176 | $97,142 |
14_Quarterly_Financial_Data_De
14. Quarterly Financial Data (Details) (USD $) (USD $) | 3 Months Ended | 12 Months Ended | ||||||||||||
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |||
Quarterly Financial Data Details Usd | ||||||||||||||
Revenues | $41,475 | $48,348 | $57,195 | $60,665 | $54,053 | $56,688 | $47,353 | $19,420 | $207,683 | $177,514 | $189,048 | |||
Cost of goods sold | 39,023 | 40,633 | 45,842 | 45,041 | 42,793 | 53,652 | 43,602 | 19,173 | 170,539 | 159,220 | 197,975 | |||
Gross profit | 2,452 | 7,715 | 11,353 | 15,624 | 11,260 | 3,036 | 3,751 | 247 | 37,144 | 18,294 | -8,927 | |||
Research and development expenses | 117 | 101 | 141 | 100 | 71 | 115 | 124 | 229 | 459 | 539 | 620 | |||
Selling, general and administrative expenses | 3,332 | 2,972 | 3,449 | 2,842 | 3,197 | 3,879 | 3,984 | 4,215 | 12,595 | 15,275 | 11,613 | |||
Operating income/(loss) | -997 | 4,642 | 7,763 | 12,682 | 7,992 | -958 | -357 | -4,197 | 24,090 | 2,480 | -21,160 | |||
Other income/(expense) | ||||||||||||||
Interest rate expense | -2,315 | -2,287 | -2,530 | -2,920 | -3,291 | -2,933 | -2,913 | -2,671 | -10,052 | -11,808 | ||||
Amortization expense | -677 | -741 | -2,502 | -2,118 | -2,103 | -2,020 | -6,071 | -2,273 | 6,038 | 12,468 | 7,544 | |||
Loss on debt extinguishment | 0 | -1,231 | 0 | -115 | 0 | -2,521 | -232 | -956 | -1,346 | -3,709 | ||||
Gain on sale of assets | 0 | 0 | -119 | 0 | 47 | 108 | 48 | 126 | -119 | 329 | 350 | |||
Other income/(expense) | 249 | 81 | 110 | 164 | 613 | 35 | -67 | 163 | 604 | 744 | -162 | |||
Income (Loss) before income taxes | -3,740 | 464 | 2,722 | 7,693 | 3,258 | -8,289 | -9,592 | -9,808 | 7,139 | -24,431 | -5,363 | |||
Income tax expense | 0 | 0 | 0 | -6 | 0 | 0 | 0 | -6 | -6 | -6 | 1,081 | |||
Net income /(loss) | -3,740 | 464 | 2,722 | 7,687 | 3,258 | -8,289 | -9,592 | -9,814 | 7,133 | -24,437 | -4,282 | |||
Other comprehensive income (loss) | ||||||||||||||
Foreign currency translation adjustment | -56 | -98 | 0 | 108 | 78 | -275 | -600 | 199 | -46 | -598 | -75 | |||
Comprehensive income/(loss) | ($3,796) | $366 | $2,722 | $7,795 | $3,336 | ($8,564) | ($10,192) | ($9,615) | $7,087 | ($25,035) | ($4,357) | |||
Net (loss)/income per common share | ||||||||||||||
Basic | ($0.18) | $0.02 | $0.13 | $0.38 | $0.16 | ($0.43) | ($0.51) | ($0.54) | $0.35 | ($1.28) | ||||
Diluted | ($0.18) | $0.02 | $0.13 | $0.34 | $0.16 | ($0.43) | ($0.51) | ($0.54) | $0.34 | ($1.28) | ||||
Weighted average shares outstanding | ||||||||||||||
Basic | 20,630 | 20,555 | 20,284 | 20,007 | 19,806 | 19,390 | 18,964 | 18,223 | 20,371 | [1] | 19,101 | [1] | 15,102 | [1] |
Diluted | 20,630 | 21,476 | 20,948 | 22,657 | 20,272 | 19,390 | 18,964 | 18,223 | 21,047 | [1] | 19,101 | [1] | 15,102 | [1] |
[1] | The Earnings per share and Weighted average shares outstanding for all periods presented reflect the one-for-ten reverse split, which took effect May 15, 2014. |
15_Related_Party_Transactions_
15. Related Party Transactions (Details Narrative) (USD $) | 12 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Eric McAfee and McAfee Capital | |||
Related party debt | $400 | $1,000 | |
Related party transaction | 191 | 110 | 65 |
Guarantee fee agreement | 172 | ||
Accured guarantee fee | 28 | ||
Laird Cagan | |||
Shares distributed to satisfy revolving line of credit debt | 1,200 | 6,200 | |
Board Members | |||
Related party debt | 1,700 | 1,700 | |
Related party transaction | $400 | $400 | $400 |
16_Income_Tax_Details
16. Income Tax (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Current: | |||
Federal | $0 | $0 | $0 |
State and Local | 6 | 6 | 4 |
Foreign | 0 | 0 | 0 |
Total | 6 | 6 | 4 |
Deferred: | |||
Federal | 0 | 0 | -934 |
State and Local | 0 | 0 | -151 |
Foreign | 0 | 0 | 0 |
Income tax expense/(benefit) | $0 | $0 | ($1,085) |
16_Income_Tax_Details_1
16. Income Tax (Details 1) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Income Tax Disclosure [Abstract] | |||
United States | $8,652 | ($24,712) | ($2,981) |
Foreign | -1,513 | 281 | -2,382 |
Pretax Income | $7,139 | ($24,431) | ($5,363) |
16_Income_Tax_Details_2
16. Income Tax (Details 2) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Income Tax Disclosure [Abstract] | |||||||||||
Income tax expense (benefit) at the federal statutory rate | $2,427 | ($8,307) | ($1,824) | ||||||||
State tax expense (benefit) | 1,089 | -695 | -476 | ||||||||
Foreign tax rate differential | 302 | 220 | 475 | ||||||||
Stock-based compensation | 204 | 556 | 382 | ||||||||
Interest Expense | 53 | 328 | 430 | ||||||||
Loss on Debt Extinguishment | 0 | 1,162 | 3,708 | ||||||||
Gain on Bargain Purchase | 0 | 0 | -16,728 | ||||||||
Other | -147 | 69 | -160 | ||||||||
Cilion Transactions | 0 | 0 | 302 | ||||||||
Credits | -25 | 0 | -150 | ||||||||
Valuation Allowance | -3,897 | 6,673 | 12,960 | ||||||||
Income Tax Expense | $0 | $0 | $0 | $6 | $0 | $0 | $0 | $6 | $6 | $6 | ($1,081) |
Effective Tax Rate | 0.08% | -0.02% | 20.16% |
16_Income_Tax_Details_3
16. Income Tax (Details 3) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Deferred Tax Assets & (Liabilities): | ||
Organization, start-up costs & intangible assets | $8,750 | $9,303 |
Stock-based compensation | 86 | 115 |
Property, plant and equipment | -22,015 | -18,930 |
Net operating loss carryforward and Credits | 49,645 | 49,139 |
Convertible debt | -5 | -5 |
Ethanol Credits | 1,500 | 1,500 |
Debt extinguishment | 2,239 | 2,536 |
Other, net | 592 | 1,544 |
Subtotal | 40,792 | 45,202 |
Valuation Allowance | -40,792 | -45,202 |
Deferred tax assets (liabilities) | $0 | $0 |
16_Income_Tax_Details_Narrativ
16. Income Tax (Details Narrative) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | |||
Undistributed earnings of the Company's foreign subsidiaries | $10,700 | $9,200 | $9,500 |
Federal | |||
Operating loss carryforwards | 114,000 | ||
State | |||
Operating loss carryforwards | $117,000 |
17_Parent_Company_Financial_St2
17. Parent Company Financial Statements (Unaudited) (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | ||
In Thousands, unless otherwise specified | ||||||
Current assets | ||||||
Prepaid expenses | $1,392 | $584 | ||||
Total current assets | 7,933 | 12,707 | ||||
Other assets | 2,929 | 2,923 | ||||
Total Assets | 89,176 | 97,142 | ||||
Liabilities & stockholders' deficit | ||||||
Accounts payable | 8,339 | 9,366 | ||||
Other current liabilities | 3,590 | 6,245 | ||||
Total current liabilities | 27,316 | 36,117 | ||||
Subsidiary obligation in excess of investment | ||||||
Total long term liabilities | 64,832 | 73,792 | ||||
Stockholders' deficit | ||||||
Series B Preferred convertible stock | 2 | 2 | ||||
Common stock | 21 | [1] | 20 | [1] | ||
Additional paid-in capital | 87,080 | [1] | 84,373 | [1] | ||
Accumulated deficit | -87,113 | -94,246 | ||||
Accumulated other comprehensive loss | -2,962 | -2,916 | ||||
Total stockholders' deficit | -2,972 | -12,767 | 3,514 | -22,204 | ||
Total liabilities & stockholders' deficit | 89,176 | 97,142 | ||||
Parent Company Financial Statements | ||||||
Current assets | ||||||
Cash and cash equivalents | 65 | 14 | ||||
Intercompany receivables | 24,578 | 27,627 | ||||
Prepaid expenses | 609 | 0 | ||||
Total current assets | 25,252 | 27,641 | ||||
Investment in Aemetis International, Inc. | 1,082 | 2,679 | ||||
Investment in Aemetis Americas, Inc | 0 | 0 | ||||
Total investments in Subsidiaries, net of advances | 1,082 | 2,679 | ||||
Other assets | 23 | 23 | ||||
Total Assets | 26,357 | 30,343 | ||||
Liabilities & stockholders' deficit | ||||||
Accounts payable | 2,869 | 3,397 | ||||
Outstanding checks in excess of cash | 0 | 0 | ||||
Mandatorily redeemable Series B convertibe preferred | 2,641 | 2,540 | ||||
Other current liabilities | 996 | 1,678 | ||||
Total current liabilities | 6,506 | 7,615 | ||||
Subsidiary obligation in excess of investment | ||||||
Investment in AE Advanced Fuels, Inc. | 18,497 | 31,325 | ||||
Investment in Aemetis Americas, Inc | 205 | 247 | ||||
Investment in Aemetis Biofuels, Inc. | 2,741 | 2,741 | ||||
Investment in Aemetis Technologies, Inc. | 1,031 | 833 | ||||
Investment in Biofuels Marketing, Inc. | 349 | 349 | ||||
Total subsidiary obligation in excess of investment | 22,823 | 35,495 | ||||
Total long term liabilities | 22,823 | 35,495 | ||||
Stockholders' deficit | ||||||
Series B Preferred convertible stock | 2 | 2 | ||||
Common stock | 21 | 20 | ||||
Additional paid-in capital | 87,080 | 84,373 | ||||
Accumulated deficit | -87,113 | -94,246 | ||||
Accumulated other comprehensive loss | -2,962 | -2,916 | ||||
Total stockholders' deficit | -2,972 | -12,767 | ||||
Total liabilities & stockholders' deficit | $26,357 | $30,343 | ||||
[1] | The Common Stock and Additional paid-in capital for all periods presented reflect the one-for-ten reverse split, which took effect May 15, 2014. |
17_Parent_Company_Financial_St3
17. Parent Company Financial Statements (Details 1) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Selling, general and administrative expenses | $3,332 | $2,972 | $3,449 | $2,842 | $3,197 | $3,879 | $3,984 | $4,215 | $12,595 | $15,275 | $11,613 |
Operating income (loss) | -997 | 4,642 | 7,763 | 12,682 | 7,992 | -958 | -357 | -4,197 | 24,090 | 2,480 | -21,160 |
Other income (expense) | |||||||||||
Interest expense | -2,315 | -2,287 | -2,530 | -2,920 | -3,291 | -2,933 | -2,913 | -2,671 | -10,052 | -11,808 | |
Other income (expense) | 249 | 81 | 110 | 164 | 613 | 35 | -67 | 163 | 604 | 744 | -162 |
Income (loss) before income taxes | -3,740 | 464 | 2,722 | 7,693 | 3,258 | -8,289 | -9,592 | -9,808 | 7,139 | -24,431 | -5,363 |
Income tax expense | 0 | 0 | 0 | -6 | 0 | 0 | 0 | -6 | -6 | -6 | 1,081 |
Other comprehensive loss | |||||||||||
Foreign currency translation adjustment | -56 | -98 | 0 | 108 | 78 | -275 | -600 | 199 | -46 | -598 | -75 |
Comprehensive income (loss) | -3,796 | 366 | 2,722 | 7,795 | 3,336 | -8,564 | -10,192 | -9,615 | 7,087 | -25,035 | -4,357 |
Parent Company Financial Statements | |||||||||||
Equity in subsidiary gains (losses) | 11,123 | -22,134 | -12 | ||||||||
Selling, general and administrative expenses | 3,942 | 2,687 | 2,303 | ||||||||
Operating income (loss) | 7,181 | -24,821 | -2,315 | ||||||||
Other income (expense) | |||||||||||
Interest expense | -277 | -187 | -1,866 | ||||||||
Other income (expense) | 235 | 577 | -97 | ||||||||
Income (loss) before income taxes | 7,139 | -24,431 | -4,278 | ||||||||
Income tax expense | -6 | -6 | -4 | ||||||||
Net gain (loss) | 7,133 | -24,437 | -4,282 | ||||||||
Other comprehensive loss | |||||||||||
Foreign currency translation adjustment | -46 | -598 | -75 | ||||||||
Comprehensive income (loss) | $7,087 | ($25,035) | ($4,357) |
17_Parent_Company_Financial_St4
17. Parent Company Financial Statements (Details 2) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | |||
Stock-based compensation | $624 | $1,760 | $686 |
Changes in assets and liabilities: | |||
Prepaid expenses | 311 | -14 | -148 |
Accounts payable | -879 | -5,412 | 800 |
Accrued interest expense | 3,124 | 7,007 | 4,006 |
Net cash used in operating activities | 20,592 | -1,683 | -16,931 |
Financing activities: | |||
Equity Offering | 1,075 | ||
Issuance of common stock for services, option and warrant exercises | 5 | 1,083 | 1 |
Net cash provided by (used in) financing activities | -23,226 | 6,250 | 33,336 |
Net increase in cash and cash equivalents | -4,594 | 4,635 | 42 |
Cash and cash equivalents at beginning of period | 4,926 | 291 | 249 |
Cash and cash equivalents at end of period | 332 | 4,926 | 291 |
Supplemental disclosures of cash flow information, cash paid: | |||
Income tax expense | 6 | 6 | 4 |
Supplemental disclosures of cash flow information, non-cash transactions: | |||
Proceeds from exercise of stock options applied to accounts payable | 16 | 0 | 0 |
Issuance of warrants to subordinated debt holders | 1,301 | 1,127 | 0 |
Exercise of conversion feature on note to equity | 47 | 0 | 0 |
Stock issued in connection with services | 715 | 0 | 0 |
Issuance of shares for acquisition | 0 | 0 | 12,511 |
Parent Company Financial Statements | |||
Operating activities: | |||
Net income (loss) | 7,133 | -24,437 | -4,282 |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | |||
Stock-based compensation | 624 | 1,760 | 686 |
Amortization of debt issuance discount | 0 | 0 | 401 |
Change in fair value of warrant liability | 48 | -197 | 97 |
Changes in assets and liabilities: | |||
Subsidiary portion of net (gains) losses | -11,123 | 22,134 | 12 |
Prepaid expenses | 106 | 0 | 5 |
Accounts payable | -512 | -640 | 237 |
Accrued interest expense | 0 | 0 | 683 |
Other liabilities | -629 | -178 | 288 |
Net cash used in operating activities | -4,353 | -1,558 | -1,873 |
Investing activities: | |||
Change in outstanding checks in excess of cash | 0 | -26 | 26 |
Subsidiary advances, net | 4,399 | 515 | 9,417 |
Net cash provided in investing activities | 4,399 | 489 | 9,443 |
Financing activities: | |||
Proceeds from borrowings under secured debt facilities | 0 | 0 | 840 |
Repayments of borrowings under secured debt facilities | 0 | 0 | -8,412 |
Equity Offering | 0 | 1,075 | 0 |
Issuance of common stock for services, option and warrant exercises | 5 | 8 | 1 |
Net cash provided by (used in) financing activities | 5 | 1,083 | -7,571 |
Net increase in cash and cash equivalents | 51 | 14 | -1 |
Cash and cash equivalents at beginning of period | 14 | 0 | 1 |
Cash and cash equivalents at end of period | 65 | 14 | 0 |
Supplemental disclosures of cash flow information, cash paid: | |||
Interest payments | 6,824 | 4,522 | 2,085 |
Income tax expense | 6 | 6 | 4 |
Supplemental disclosures of cash flow information, non-cash transactions: | |||
Proceeds from exercise of stock options applied to accounts payable | 16 | 0 | 0 |
Issuance of warrants to non-employees to secure procurement and working capital | 0 | 336 | 0 |
Issuance of warrants to subordinated debt holders | 1,301 | 1,127 | 0 |
Exercise of conversion feature on note to equity | 47 | 0 | 0 |
Stock issued in connection with services | 715 | 0 | 0 |
Issuance of shares for acquisition | 0 | 0 | 12,511 |
Payments of principal, fees and interest by issuance of stock | $0 | $3,616 | $11,886 |