Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2016 | Oct. 31, 2016 | |
DocumentDocumentAndEntityInformationAbstract | ||
Entity Registrant Name | AEMETIS, INC. | |
Entity Central Index Key | 738,214 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2016 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Is Entity a Well-known Seasoned Issuer? | No | |
Is Entity a Voluntary Filer? | No | |
Is Entity's Reporting Status Current? | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 19,858,182 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2,016 |
CONSOLIDATED CONDENSED BALANCE
CONSOLIDATED CONDENSED BALANCE SHEETS (Unaudited) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 652 | $ 283 |
Accounts receivable | 1,013 | 1,166 |
Inventories | 3,982 | 4,804 |
Prepaid expenses | 445 | 527 |
Other current assets | 1,271 | 1,222 |
Total current assets | 7,363 | 8,002 |
Property, plant and equipment, net | 67,543 | 70,718 |
Intangible assets, net of accumulated amortization of $404 and $344, respectively | 1,320 | 1,380 |
Other assets | 3,118 | 3,041 |
Total assets | 79,344 | 83,141 |
Current liabilities: | ||
Accounts payable | 8,808 | 10,183 |
Current portion of long term debt | 4,991 | 5,607 |
Short term borrowings | 7,555 | 6,340 |
Mandatorily redeemable Series B convertible preferred stock | 2,818 | 2,742 |
Accrued property taxes | 2,676 | 2,244 |
Other current liabilities | 2,521 | 2,181 |
Total current liabilities | 29,369 | 29,297 |
Long term liabilities: | ||
Senior secured notes | 68,598 | 60,925 |
EB-5 notes | 24,000 | 22,500 |
Long term subordinated debt | 5,636 | 5,523 |
Other long term liabilities | 124 | 190 |
Total long term liabilities | 98,358 | 89,138 |
Stockholders' deficit: | ||
Series B convertible preferred stock, $0.001 par value; 7,235 authorized; 1,328 and 1,398 shares issued and outstanding each period, respectively (aggregate liquidation preference of $3,984 and $4,194, respectively) | 1 | 1 |
Common stock, $0.001 par value; 40,000 authorized; 19,858 and 19,619 shares issued and outstanding, respectively | 20 | 20 |
Additional paid-in capital | 83,267 | 82,115 |
Accumulated deficit | (128,442) | (114,251) |
Accumulated other comprehensive loss | (3,229) | (3,179) |
Total stockholders' deficit | (48,383) | (35,294) |
Total liabilities and stockholders' deficit | $ 79,344 | $ 83,141 |
CONSOLIDATED CONDENSED BALANCE3
CONSOLIDATED CONDENSED BALANCE SHEETS (Unaudited) (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Statement of Financial Position [Abstract] | ||
Intangible assets, accumulated amortization | $ 404 | $ 344 |
Series B Preferred stock, par value | $ 0.001 | $ 0.001 |
Series B Preferred stock, authorized | 7,235 | 7,235 |
Series B Preferred stock, shares issued | 1,328 | 1,398 |
Series B Preferred stock, shares outstanding | 1,328 | 1,398 |
Aggregate Liquidation Preference | $ 3,984 | $ 4,194 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 40,000 | 40,000 |
Common stock, shares issued | 19,858 | 19,619 |
Common stock, shares outstanding | 19,858 | 19,619 |
CONSOLIDATED CONDENSED STATEMEN
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Jun. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Income Statement [Abstract] | ||||
Revenues | $ 39,377 | $ 38,510 | $ 105,762 | $ 111,303 |
Cost of goods sold | 35,711 | 37,476 | 98,066 | 108,548 |
Gross profit | 3,666 | 1,034 | 7,696 | 2,755 |
Research and development expenses | 87 | 117 | 290 | 330 |
Selling, general and administrative expenses | 3,222 | 2,774 | 9,123 | 9,556 |
Operating income (loss) | 357 | (1,857) | (1,717) | (7,131) |
Interest expense | ||||
Interest rate expense | (3,046) | (2,610) | (8,679) | (7,641) |
Amortization expense | (1,425) | (1,258) | (4,269) | (5,386) |
Loss on debt extinguishment | 0 | 0 | 0 | (330) |
Other income (expense) | 19 | (30) | 480 | (191) |
Loss before income taxes | (4,095) | (5,755) | (14,185) | (20,679) |
Income tax expense | 0 | 0 | 6 | 6 |
Net loss | (4,095) | (5,755) | (14,191) | (20,685) |
Other comprehensive income (loss) | ||||
Foreign currency translation adjustment | 56 | (104) | (50) | (150) |
Comprehensive loss | $ (4,039) | $ (5,859) | $ (14,241) | $ (20,835) |
Net income(loss) per common share | ||||
Basic | $ (0.21) | $ (0.29) | $ (0.72) | $ (1.04) |
Diluted | $ (0.21) | $ (0.29) | $ (0.72) | $ (1.04) |
Weighted average shares outstanding | ||||
Basic | 19,833 | 19,521 | 19,741 | 19,898 |
Diluted | 19,833 | 19,521 | 19,741 | 19,898 |
CONSOLIDATED CONDENSED STATEME5
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Operating activities: | ||
Net loss | $ (14,191) | $ (20,685) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activitites: | ||
Share-based compensation | 573 | 694 |
Stock issued in connection with consultant services | 0 | 204 |
Depreciation | 3,523 | 3,560 |
Debt related amortization expense | 4,269 | 5,386 |
Intangibles and other amortization expense | 95 | 96 |
Change in fair value of warrant liability | 34 | (57) |
Loss on extinguishment of debt | 0 | 330 |
Loss on sale or disposal or assets | 11 | 0 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 150 | (988) |
Inventories | 795 | 650 |
Prepaid expenses | 82 | 698 |
Other current assets and other assets | (175) | (49) |
Accounts payable | (1,315) | (481) |
Accrued interest expense and fees, net of payments | 5,910 | 7,446 |
Other liabilities | 683 | 384 |
Net cash provided by (used in) operating activities | 444 | (2,812) |
Investing activities: | ||
Capital expenditures | (479) | (22) |
Net cash used in investing activities | (479) | (22) |
Financing activities: | ||
Proceeds from borrowings | 8,535 | 28,987 |
Repayments of borrowings | (8,091) | (23,900) |
Issuance of common stock for services, option and warrant exercises | 0 | 23 |
Net cash provided by (used in) financing activities | 444 | 5,110 |
Effect of exchange rate changes on cash and cash equivalents | (40) | (92) |
Net cash and cash equivalents increase for period | 369 | 2,184 |
Cash and cash equivalents at beginning of period | 283 | 332 |
Cash and cash equivalents at end of period | 652 | 2,516 |
Supplemental disclosures of cash flow information, cash paid: | ||
Interest payments | 2,518 | 356 |
Income tax expense | 6 | 6 |
Supplemental disclosures of cash flow information, non-cash transactions: | ||
Proceeds from exercise of stock options applied to accounts payable | 0 | 21 |
Fair value of warrants issued to subordinated debt holders | 578 | 1,087 |
Repurchase of common stock on revolver loan advance | 0 | 8,218 |
Settlement of accounts payable through transfer of equipment | 66 | 0 |
Stock issued in connection with services and for interest on debt | $ 0 | $ 432 |
1. Nature of Activities and Sum
1. Nature of Activities and Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2016 | |
Accounting Policies [Abstract] | |
1. Nature of Activities and Summary of Significant Accounting Policies | Nature of Activities ● 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; ● Aemetis Advanced Products Keyes, Inc., a Delaware corporation; and, ● Aemetis Advanced Fuels Goodland, Inc., a Delaware corporation. We are an advanced renewable fuels and biochemicals company focused on the acquisition, development and commercialization of innovative technologies that replace traditional petroleum-based products by converting first generation biofuel plants into advanced biorefineries. Founded in 2006, we own and operate a 60 million gallon per year ethanol production facility (Keyes plant) in California’s Central Valley where we manufacture and produce ethanol, Wet Distiller’s Grain (WDG), Condensed Distillers Solubles (CDS) and distillers’ corn oil and a 50 million gallon per year renewable chemical and advanced fuel production facility on the East Coast of India (Kakinada plant), where we manufacture and produce high quality distilled biodiesel and refined glycerin. In addition, we operate a research and development laboratory at the Maryland Biotech Center and hold a portfolio of patents and related technology licenses for the production of renewable fuels and biochemicals. Basis of Presentation and Consolidation. The accompanying consolidated condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States (U.S. GAAP) and pursuant to the rules and regulations of the SEC. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, the unaudited interim consolidated condensed financial statements for the three and nine months ended September 30, 2016 and 2015 have been prepared on the same basis as the audited consolidated statements as of December 31, 2015 and reflect all adjustments, consisting primarily of normal recurring adjustments, necessary for the fair presentation of its statement of financial position, results of operations and cash flows. The results of operations for the three and nine months ended September 30, 2016 are not necessarily indicative of the operating results for any subsequent quarter, for the full fiscal year or any future periods. Use of Estimates Revenue recognition Cost of Goods Sold Accounts Receivable. 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. There is no balance for allowance for doubtful accounts at September 30, 2016 and December 31, 2015. Inventories Property, Plant and Equipment The Company evaluates the recoverability of long-lived assets with finite lives in accordance with Accounting Standards Codification (ASC) Subtopic 360-10-35 Property Plant and Equipment –Subsequent Measurements, Basic and Diluted Net Income (Loss) per Share. The following table shows the number of potentially dilutive shares excluded from the diluted net loss per share calculation as of September 30, 2016 and 2015: As of September 30, 2016 September 30, 2015 Series B preferred (1:10 post split basis) 133 141 Common stock options and warrants 1,965 1,307 Debt with conversion feature at $30 per share of common stock 861 783 Total number of potentially dilutive shares excluded from the diluted net loss per share calculation 2,959 2,231 Comprehensive Loss. Comprehensive Income Foreign Currency Translation/Transactions. Operating Segments. The “North America” operating segment includes the Company’s 60 million gallons per year capacity Keyes plant in Keyes, California and its research facilities in College Park, Maryland. The “India” operating segment encompasses the Company’s 50 million gallon per year capacity biodiesel plant in Kakinada, India, its administrative offices in Hyderabad, India, and the holding companies in Nevada and Mauritius. Fair Value of Financial Instruments. Share-Based Compensation. Stock Compensation, Commitments and Contingencies. Contingencies Debt Modification Accounting Debt – Modification and Extinguishments Convertible Instruments Recently Issued Accounting Pronouncements In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606), which supersedes all existing revenue recognition requirements, including most industry-specific guidance. The new standard requires a company to recognize revenue when it transfers goods or services to 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, 2018. We are currently evaluating the potential impact that Topic 606 may have on our financial position and results of operations. |
2. Inventories
2. Inventories | 9 Months Ended |
Sep. 30, 2016 | |
Inventory Disclosure [Abstract] | |
2. Inventories | Inventory consists of the following: September 30, 2016 December 31, 2015 Raw materials $ 1,465 $ 1,219 Work-in-progress 1,638 1,807 Finished goods 879 1,778 Total inventories $ 3,982 $ 4,804 |
3. Property, Plant and Equipmen
3. Property, Plant and Equipment | 9 Months Ended |
Sep. 30, 2016 | |
Property, Plant and Equipment [Abstract] | |
3. Property, Plant and Equipment | Property, plant and equipment consist of the following: September 30, 2016 December 31, 2015 Land $ 2,724 $ 2,727 Plant and buildings 81,975 81,821 Furniture and fixtures 504 494 Machinery and equipment 4,314 4,052 Construction in progress 25 147 Total gross property, plant & equipment 89,542 89,241 Less accumulated depreciation (21,999 ) (18,523 ) Total net property, plant & equipment $ 67,543 $ 70,718 Depreciation on the components of property, plant and equipment is calculated using the straight-line method to allocate their depreciable amounts over their estimated useful lives as follows: Years Plant and Buildings 20-30 Machinery & Equipment 5-7 Furniture & Fixtures 3-5 For the three months ended September 30, 2016 and 2015, the Company recorded depreciation expense of $1.1 million and $1.2 million, respectively. For the nine months ended September 30, 2016 and 2015, the Company recorded depreciation expense of $3.5 million and $3.6 million, respectively. Management is required to evaluate these long-lived assets for impairment whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. Management determined there were no triggering events on the long-lived assets during the three and nine months ended September 30, 2016. |
4. Debt
4. Debt | 9 Months Ended |
Sep. 30, 2016 | |
Debt Disclosure [Abstract] | |
4. Debt | Debt consists of the following: September 30, 2016 December 31, 2015 Third Eye Capital term notes $ 6,459 $ 6,269 Third Eye Capital revolving credit facility 32,525 25,870 Third Eye Capital revenue participation term notes 10,846 10,526 Third Eye Capital acquisition term notes 18,768 18,260 Cilion shareholder seller notes payable 5,636 5,523 State Bank of India secured term loan 3,161 4,200 Subordinated notes 7,114 6,340 EB-5 long term promissory notes 25,830 23,907 Unsecured working capital loans 441 - Total debt 110,780 100,895 Less current portion of debt 12,546 11,947 Total long term debt $ 98,234 $ 88,948 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 (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 (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); and (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. (the Term Notes, Revolving Credit Facility, Revenue Participation Term Notes and Acquisition Term Notes are referred to herein collectively as the Third Eye Capital Notes). The Third Eye Capital Notes have a maturity date of April 1, 2017, extendable by the Company to April 2018 upon payment of a fee equal to 5% of the carrying value of the debt. After this financing transaction, Third Eye Capital obtained sufficient equity ownership in the Company to be considered a related party. On March 21, 2016, Third Eye Capital agreed to Amendment No. 12 to the Note Purchase Agreement to: (i) extend the maturity date of the Third Eye Capital Notes to April 1, 2017 in exchange for a 5% extension fee consisting of adding $3.1 million to the outstanding principal balance of the Revolving Credit Facility, with an allowable further extension of the maturity date of the Third Eye Capital Notes to April 1, 2018, at the Company’s election, for an additional extension fee of 5% of the then outstanding Third Eye Capital Notes, (ii) waive the free cash flow financial covenant under the Note Purchase Agreement for the three months ended December 31, 2015, (iii) provide that such covenant need not be complied with for the fiscal quarters ending March 31, June 30 and September 30, 2016, (iv) revise the Keyes Plant market value to note indebtedness ratio to 70%, (v) add a covenant that the Company shall have received I-924 approval from the U.S. Citizenship and Immigration Services (USCIS) for additional EB-5 Program financing of at least $35 million by June 1, 2016 and (vi) increase the basket for all costs and expenses that may be reimbursed to directors of the Company and its affiliates to $0.3 million in any given fiscal year. As consideration for such amendment and waiver, the borrowers agreed to pay Third Eye Capital an amendment and waiver fee of $1.5 million to be added to the outstanding principal balance of the Revolving Credit Facility, and to deliver a binding letter of intent from Aemetis Advanced Fuels Goodland, Inc. to acquire the plant, property and equipment located in Goodland, Kansas and previously owned by New Goodland Energy Center for $15,000,000 in assumed debt. In addition, a Promissory Note dated February 9, 2016 for $0.3 million was added to the outstanding principal balance of the Revolving Credit Facility as part of the Amendment No. 12 to the Note Purchase Agreement. On April 15, 2016, a Promissory Note for $1.2 million (April Promissory Note) was advanced by Third Eye Capital to Aemetis Inc., as a bridge loan with 12% interest per annum maturing on the earlier of (a) receipt of proceeds from any financing to Aemetis Advanced Fuels Goodland, Inc., and (b) 60 days from the April Promissory Note date or June 14, 2016. The April Promissory Note was subject to cross default provisions on other Third Eye Capital Notes and the waiver was obtained on July 31, 2016 to extend the maturity date of the April Promissory Note to September 30, 2016 with an increase in interest per annum to 18%. As of September 30, 2016, the Company had repaid all of the principal and interest outstanding on the bridge loan Promissory Note. Terms of Third Eye Capital Notes A. Term Notes B. Revolving Credit Facility C. Revenue Participation Term Notes D. Acquisition Term Notes The Third Eye Capital Notes contain various covenants, including but not limited to, minimum free cash flow debt ratio and production requirements and restrictions on capital expenditures. The Third Eye Capital Notes are secured by first priority liens on all real and personal property of, and assignment of proceeds from all government grants and guarantees from Aemetis, Inc. The Third Eye Capital Notes all contain cross-collateral and cross-default provisions. McAfee Capital, LLC (McAfee Capital), owned by Eric McAfee, the Company’s Chairman and CEO, provided a guaranty of payment and performance secured by all of its Company shares. In addition, Eric McAfee provided a blanket lien on substantially all of his personal assets, and McAfee Capital provided a guarantee in the amount of $8.0 million. *The note maturity date can be extended by the Company to April 2018. As a condition to any such extension, the Company would be required to pay a fee of 5% of the carrying value of the debt. By this ability to extend the maturity at the Company’s will, the Third Eye Capital Notes are classified as non-current debt. Cilion shareholder seller notes payable State Bank of India secured term loan On August 22, 2015, UBPL received from the State Bank of India a One Time Settlement Sanction Letter allowing for, among other things, four payments over a 360 day period amounting to $4.3 million, an interest rate holiday for 15 days, after which the interest rate is payable at the rate of 2% above the base rate of the Reserve Bank of India, and certain releases by both parties. The base rate was at 9.3% to 9.7% and interest has accrued at 11.3% to 11.7%. Upon performance under the agreement, including the payment of all stipulated amounts, UBPL will receive relief for prior accrued interest in the amount of approximately $2.1 million. We paid the first payment under the settlement on August 23, 2015, the second payment under the settlement on October 22, 2015 and the third payment under the settlement on March 27, 2016. The final payment under the settlement was due on August 25, 2016 with a grace period until October 25, 2016. As of September 30, 2016, the State Bank of India loan had $3.2 million in principal and accrued interest outstanding. On October 20, 2016, the Company paid the final stipulated amount and received relief for prior accrued interest in the amount of approximately $2.1 million. Subordinated Notes On July 1, 2016, the Subordinated Notes were 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. A 10% cash extension fee was paid by adding the fee to the balance of the new note and warrants to purchase 113 thousand shares of common stock were granted with a term of two years and an exercise price of $0.01 per share. We evaluated these July 1, 2016 amendments and the refinancing terms of the notes and determined that modification accounting was appropriate in accordance with ASC 470-50 Debt – Modification and Extinguishment 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 (Laird Cagan Note). In February 2015, the Laird Cagan Note was amended to extend the maturity date until the earlier of (i) December 31, 2016; (ii) completion of an equity financing by AAFK or the Company in an amount of not less than $25.0 million; (iii) the completion of an initial public offering by AAFK or Company; or (iv) after the occurrence of an Event of Default, including failure to pay interest or principal when due and breaches of note covenants. At September 30, 2016 and December 31, 2015, the Company had, in aggregate, the amount of $7.1 million and $6.3 million in principal and interest outstanding, respectively, under the Subordinated Notes including the Laird Cagan Note. EB-5 long-term promissory notes Advanced BioEnergy, LP arranges investments with foreign investors, who each make loans to the Keyes plant in increments of $0.5 million. The Company has sold an aggregate principal amount of $36.0 million of EB-5 Notes under the EB-5 Phase I funding since 2012 to the report date of this filing. As of September 30, 2016, $25.0 million have been released from the escrow amount to the Company, with $11.0 million remaining in escrow. On Oct. 12, 2016, an additional $6.0 million was released from the escrow amount, with the availability of the remaining $5.0 million dependent on USCIS approval of those investors who have made escrow deposits. As of September 30, 2016, $25.0 million in principal and $0.8 million in accrued interest was outstanding on the EB-5 Notes. On October 16, 2016, the Company launched a new $50.0 million EB-5 Phase II funding, issuing EB-5 Notes on the same terms and conditions as those issued under the Company’s EB-5 Phase I funding. Unsecured working capital loans During the three months ended September 30, 2016 and 2015, the Company made principal and interest payments to Secunderabad Oils of approximately $3.6 million and $2.4 million, respectively. During the nine months ended September 30, 2016 and 2015, the Company made principal and interest payments to Secunderabad Oils of approximately $4.5 million and $3.5 million, respectively. As of September 30, 2016 and December 31, 2015, the Company had approximately $0.4 million and none outstanding under this agreement, respectively. Scheduled debt repayments for loan obligations follow: Twelve months ended September 30, Debt Repayments 2017 $ 12,546 2018 73,335 2019 20,500 2020 6,636 2021 - Total debt 113,017 Discounts (2,237 ) Total debt, net of discounts $ 110,780 |
5. Stock-Based Compensation
5. Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2016 | |
Stockholders' deficit: | |
5. Stock Based Compensation | Common Stock Reserved for Issuance Aemetis authorized the issuance of 1.9 million shares of common stock under its Zymetis 2006 Stock Plan and Amended and Restated 2007 Stock Plan (together, the “Company Stock Plans”), which include both incentive and non-statutory stock options. These options generally expire five to ten years from the date of grant with a general vesting term of 1/12 th Non-Plan Stock Options In November 2012, the Company issued 98 thousand stock options to board members and consultants outside of any Company stock option plan. As of September 30, 2016, all options are vested and 89 thousand options are outstanding. Inducement Equity Plan Options In March 2015, the Board of Directors of the Company approved an Inducement Equity Plan authorizing the issuance of 100 thousand non-statutory stock options to purchase common stock. As of September 30, 2016, 37 thousand options were outstanding. The following is a summary of options granted under all stock plans: Shares Available for Grant Number of Shares Outstanding Weighted-Average Exercise Price Balance as of December 31, 2015 95 980 $ 5.76 Authorized 655 - - Granted (711 ) 711 2.52 Exercised - - - Forfeited/expired 69 (69 ) 4.70 Balance as of September 30, 2016 108 1,622 $ 4.39 Stock-based compensation for employees Stock-based compensation is accounted for in accordance with the provisions of ASC 718, Compensation-Stock Compensation For the three months ended September 30, 2016 and 2015, the Company recorded stock compensation expense in the amount of $172 thousand and $161 thousand, respectively. For the nine months ended September 30, 2016 and 2015, the Company recorded stock compensation expense in the amount of $573 thousand and $694 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. 12,000 new hire stock options were issued during the three months ended September 30, 2016. The following assumptions were used to calculate the fair value of the stock options issued. Description Value Dividend-yield 0 % Risk-free interest rate 1.38 % Expected volatility 75.9 % Expected life (years) 7 Market value per share on grant date $ 1.63 Fair value per share on grant date $ 1.01 As of September 30, 2016, the Company had $1.3 million of total unrecognized compensation expense for employees which the Company will amortize over the 2.35 years of weighted average remaining term. |
6. Agreements
6. Agreements | 9 Months Ended |
Sep. 30, 2016 | |
Agreements | |
6. Agreements | Working Capital Arrangement. The J.D. Heiskell sales activity associated with the Purchasing Agreement, Corn Procurement and Working Capital Agreements during the three and nine months ended September 30, 2016 and 2015 are as follows: As of and for the three months ended September 30, As of and for the nine months ended September 30, 2016 2015 2016 2015 Ethanol sales $ 24,687 $ 23,906 $ 68,993 $ 70,765 Wet distiller's grains sales 6,114 5,609 16,918 19,568 Corn oil sales 788 835 2,232 2,771 Corn/milo purchases 23,098 24,056 67,766 74,949 Accounts receivable 345 312 345 312 Accounts payable 1,241 1,539 1,241 1,539 Ethanol and Wet Distillers Grains Marketing Arrangement. |
7. Segment Information
7. Segment Information | 9 Months Ended |
Sep. 30, 2016 | |
Segment Reporting [Abstract] | |
7. Segment Information | The Company recognizes two reportable geographic segments: “North America” and “India.” The “North America” operating segment includes the Company’s owned ethanol plant in Keyes, California and its technology lab in College Park, Maryland. As the Company’s technology gains market acceptance, this business segment 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. The “India” operating segment includes the Company’s 50 million gallon per year nameplate capacity biodiesel manufacturing plant in Kakinada, the administrative offices in Hyderabad, India, and the holding companies in Nevada and Mauritius. The Company’s biodiesel is marketed and sold primarily to customers in India through brokers and by the Company directly. Summarized financial information by reportable segment for the three and nine months ended September 30, 2016 and 2015 follows: For the three months ended September 30, For the nine months ended September 30, 2016 2015 2016 2015 Revenues North America $ 33,889 $ 32,444 $ 93,979 $ 99,795 India 5,488 6,066 11,783 11,508 Total revenues $ 39,377 $ 38,510 $ 105,762 $ 111,303 Cost of goods sold North America $ 30,391 $ 31,603 $ 86,174 $ 97,489 India 5,320 5,873 11,892 11,059 Total cost of goods sold $ 35,711 $ 37,476 $ 98,066 $ 108,548 Gross profit (loss) North America $ 3,498 $ 841 $ 7,805 $ 2,306 India 168 193 (109 ) 449 Total gross profit $ 3,666 $ 1,034 $ 7,696 $ 2,755 North America. During the three and nine months ended September 30, 2015, the Company’s revenues from ethanol, WDG, and corn oil were earned pursuant to the Grain Procurement and Working Capital Agreement established between the Company and J.D. Heiskell. Sales of ethanol, WDG, and corn oil to J.D. Heiskell accounted for 94% and 93% of the Company’s North America segment revenues for the three and nine months ended September 30, 2015, respectively. India During the nine months ended September 30, 2016, two biodiesel customers accounted for 55% and 11% and no refined glycerin customers accounted for more than 10% of consolidated India segment revenues, compared to one biodiesel customer accounting for 55% and no refined glycerin customers accounting for more than 10% of consolidated India segment revenues during the nine months ended September 30, 2015. Total assets consist of the following: As of September 30, December 31, 2016 2015 North America $ 67,616 $ 69,165 India 11,728 13,976 Total Assets $ 79,344 $ 83,141 |
8. Related Party Transactions
8. Related Party Transactions | 9 Months Ended |
Sep. 30, 2016 | |
Related Party Transactions [Abstract] | |
8. Related Party Transactions | As of September 30, 2016 and December 31, 2015, the Company owes Eric McAfee and McAfee Capital, solely owned by Eric McAfee, $360 thousand each in connection with employment agreements and expense reimbursements, which are included in accrued expenses and accounts payable on the balance sheet. For the three months ended September 30, 2016 and 2015, the Company expensed $16 thousand each, respectively, to reimburse actual expenses incurred by McAfee Capital and related entities. For the nine months September 30, 2016 and 2015, the Company expensed $57 thousand and $54 thousand, respectively, to reimburse actual expenses incurred by McAfee Capital and related entities. |
9. Subsequent Events
9. Subsequent Events | 9 Months Ended |
Sep. 30, 2016 | |
Subsequent Events [Abstract] | |
9. Subsequent Events | State Bank of India: On October 16, 2016, the Company launched a new $50.0 million EB-5 Phase II funding, issuing EB-5 Notes on the same terms and conditions as those issued under the Company’s EB-5 Phase I funding. |
10. Management's Plan
10. Management's Plan | 9 Months Ended |
Sep. 30, 2016 | |
Notes to Financial Statements | |
10. Management's Plan | The accompanying financial statements have been prepared contemplating the realization of assets and satisfaction of liabilities in the normal course of business. The Company has been reliant on their senior secured lender to provide additional funding and has been required to remit substantially all excess cash from operations to the senior secured lender. Management’s plans for the Company include, but are not limited to: ● Operating the Keyes plant; ● Continuing to incorporate lower-cost, non-food advanced biofuels feedstock at the Keyes plant when economical; ● Obtaining the remaining $5.0 million of EB-5 Phase I funding from escrow; ● Obtaining $50.0 million in funding from EB-5 Phase II funding currently being offered to investors; ● Refinancing the senior debt with a lender who is able to offer terms conducive to the long term financing of the Keyes plant; ● Use the Company’s India facility as collateral for additional working capital or for reducing current financing costs; ● Securing higher volumes of shipments from the Kakinada plant; and ● Offering the Company’s common stock by the ATM Registration Statement. Management believes that through the above mentioned actions it will be able to fund company operations and continue to operate the secured assets for the foreseeable future. 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 S16
1. Nature of Activities and Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2016 | |
Proceeds from borrowing under secured debt facilities | |
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; ● Aemetis Advanced Products Keyes, Inc., a Delaware corporation; and, ● Aemetis Advanced Fuels Goodland, Inc., a Delaware corporation. We are an advanced renewable fuels and biochemicals company focused on the acquisition, development and commercialization of innovative technologies that replace traditional petroleum-based products by converting first generation biofuel plants into advanced biorefineries. Founded in 2006, we own and operate a 60 million gallon per year ethanol production facility (Keyes plant) in California’s Central Valley where we manufacture and produce ethanol, Wet Distiller’s Grain (WDG), Condensed Distillers Solubles (CDS) and distillers’ corn oil and a 50 million gallon per year renewable chemical and advanced fuel production facility on the East Coast of India (Kakinada plant), where we manufacture and produce high quality distilled biodiesel and refined glycerin. In addition, we operate a research and development laboratory at the Maryland Biotech Center and hold a portfolio of patents and related technology licenses for the production of renewable fuels and biochemicals. |
Basis of Presentation and Consolidation | The consolidated condensed financial statements include the accounts of Aemetis, Inc. and its subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. The accompanying consolidated condensed balance sheet as of September 30, 2016, the consolidated condensed statements of operations and comprehensive loss for the three and nine months ended September 30, 2016 and 2015, and the consolidated condensed statements of cash flows for the nine months ended September 30, 2016 and 2015 are unaudited. The consolidated condensed balance sheet as of December 31, 2015 was derived from the 2015 audited consolidated financial statements and notes thereto. The consolidated condensed financial statements in this report should be read in conjunction with the 2015 audited consolidated financial statements and notes thereto included in the Company’s annual report on Form 10-K for the year ended December 31, 2015. The accompanying consolidated condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States (U.S. GAAP) and pursuant to the rules and regulations of the SEC. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, the unaudited interim consolidated condensed financial statements for the three and nine months ended September 30, 2016 and 2015 have been prepared on the same basis as the audited consolidated statements as of December 31, 2015 and reflect all adjustments, consisting primarily of normal recurring adjustments, necessary for the fair presentation of its statement of financial position, results of operations and cash flows. The results of operations for the three and nine months ended September 30, 2016 are not necessarily indicative of the operating results for any subsequent quarter, for the full fiscal year or any future periods. |
Use of Estimates | The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements 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 or by-products received. |
Cost of Goods Sold | Cost of goods sold includes those costs directly associated with the production of revenues, such as raw material consumed, factory overhead and other direct production costs. During periods of idle plant capacity, costs otherwise charged to cost of goods sold are reclassified to selling, general and administrative expense. |
Accounts Receivable | The Company sells ethanol, WDG, corn 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 receivable consists 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. There is no balance for allowance for doubtful accounts at September 30, 2016 and December 31, 2015. |
Inventories | Ethanol inventory, raw materials, and work-in-process are valued using methods which approximate the lower of cost (first-in, first-out) or net realizable value (NRV). Distillers’ grains and related products are stated at NRV. In the valuation of inventories, NRV is determined as estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. |
Property, Plant and Equipment | Property, plant and equipment are carried at cost less accumulated depreciation after assets are placed in service and are comprised primarily of buildings, furniture, machinery, equipment, land, and the biodiesel plant in India. It is the Company’s policy to depreciate capital assets over their estimated useful lives using the straight-line method. The Company evaluates the recoverability of long-lived assets with finite lives in accordance with Accounting Standards Codification (ASC) Subtopic 360-10-35 Property Plant and Equipment –Subsequent Measurements, |
Basic and Diluted Net Income (Loss) per Share | Basic net income (loss) per share is computed by dividing net income or loss attributable to common shareholders by the weighted average number of common shares outstanding for the period. Diluted net income (loss) per share reflects the dilution of common stock equivalents such as options, convertible preferred stock, debt and warrants to the extent the impact is dilutive. As the Company incurred net losses for the three and nine months ended September 30, 2016 and 2015, potentially dilutive securities have been excluded from the diluted net loss per share computations as their effect would be anti-dilutive. The following table shows the number of potentially dilutive shares excluded from the diluted net loss per share calculation as of September 30, 2016 and 2015: As of September 30, 2016 September 30, 2015 Series B preferred (1:10 post split basis) 133 141 Common stock options and warrants 1,965 1,307 Debt with conversion feature at $30 per share of common stock 861 783 Total number of potentially dilutive shares excluded from the diluted net loss per share calculation 2,959 2,231 |
Comprehensive Loss | Comprehensive Income |
Foreign Currency Translation/Transactions | Assets and liabilities of the Company’s non-U.S. subsidiary that operates in a local currency environment, where that local currency is the functional currency, are translated into U.S. dollars at exchange rates in effect at the balance sheet date, with the resulting translation adjustments directly recorded to a separate component of accumulated other comprehensive loss. Income and expense accounts are translated at average exchange rates. Gains and losses from other foreign currency transactions are recorded in other income (expense). |
Operating Segments | Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker, or decision-making group, in deciding how to allocate resources and in assessing performance. The Company recognizes two reportable geographic segments: “North America” and “India.” The “North America” operating segment includes the Company’s 60 million gallons per year capacity Keyes plant in Keyes, California and its research facilities in College Park, Maryland. The “India” operating segment encompasses the Company’s 50 million gallon per year capacity biodiesel plant in Kakinada, India, its administrative offices in Hyderabad, India, and the holding companies in Nevada and Mauritius. |
Fair Value of Financial Instruments | Financial instruments include cash and cash equivalents, accounts receivable, accounts payable, current and non-current portion of notes payable and long-term debt and accrued expenses. Due to the unique terms of our notes payable and long-term debt and the financial condition of the Company, the fair value of the debt is not readily determinable. Upon the application of extinguishment accounting to our debt instruments, we use outside valuation experts to estimate the applicable discount rate using similar instruments. The fair value, determined using level 3 inputs, of all other current financial instruments is estimated to approximate carrying value due to the short-term nature of these instruments. |
Share-Based Compensation | The Company recognizes share-based compensation expense in accordance with ASC 718 Stock Compensation, |
Commitments and Contingencies | The Company records and/or discloses commitments and contingencies in accordance with ASC 450 Contingencies |
Debt Modification Accounting | The Company evaluates amendments to its debt in accordance with ASC 470-50 Debt – Modification and Extinguishments |
Convertible Instruments | The Company evaluates the impacts of convertible instruments based on the underlying conversion features. Convertible instruments are evaluated for treatment as derivatives that could be bifurcated and recorded separately. Any beneficial conversion feature is recorded based on the intrinsic value difference at the commitment date. |
Recently Issued Accounting Pronouncements | In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606), which supersedes all existing revenue recognition requirements, including most industry-specific guidance. The new standard requires a company to recognize revenue when it transfers goods or services to 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, 2018. 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 S17
1. Nature of Activities and Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Proceeds from sale of land | |
Schedule of dilutive securities | As of September 30, 2016 September 30, 2015 Series B preferred (1:10 post split basis) 133 141 Common stock options and warrants 1,965 1,307 Debt with conversion feature at $30 per share of common stock 861 783 Total number of potentially dilutive shares excluded from the diluted net loss per share calculation 2,959 2,231 |
2. Inventories (Tables)
2. Inventories (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Schedule of Notes Payable | |
Schedule of Inventories | September 30, 2016 December 31, 2015 Raw materials $ 1,465 $ 1,219 Work-in-progress 1,638 1,807 Finished goods 879 1,778 Total inventories $ 3,982 $ 4,804 |
3. Property, Plant and Equipm19
3. Property, Plant and Equipment (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Statement of Operations Data | |
Schedule of Property, plant and equipment | September 30, 2016 December 31, 2015 Land $ 2,724 $ 2,727 Plant and buildings 81,975 81,821 Furniture and fixtures 504 494 Machinery and equipment 4,314 4,052 Construction in progress 25 147 Total gross property, plant & equipment 89,542 89,241 Less accumulated depreciation (21,999 ) (18,523 ) Total net property, plant & equipment $ 67,543 $ 70,718 |
Depreciation of property, plant, and equipment | Years Plant and Buildings 20-30 Machinery & Equipment 5-7 Furniture & Fixtures 3-5 |
4. Debt (Tables)
4. Debt (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Wet distiller's grains sales | |
Schedule of Notes Payable | September 30, 2016 December 31, 2015 Third Eye Capital term notes $ 6,459 $ 6,269 Third Eye Capital revolving credit facility 32,525 25,870 Third Eye Capital revenue participation term notes 10,846 10,526 Third Eye Capital acquisition term notes 18,768 18,260 Cilion shareholder seller notes payable 5,636 5,523 State Bank of India secured term loan 3,161 4,200 Subordinated notes 7,114 6,340 EB-5 long term promissory notes 25,830 23,907 Unsecured working capital loans 441 - Total debt 110,780 100,895 Less current portion of debt 12,546 11,947 Total long term debt $ 98,234 $ 88,948 |
Maturities of Long-term Debt | Twelve months ended September 30, Debt Repayments 2017 $ 12,546 2018 73,335 2019 20,500 2020 6,636 2021 - Total debt 113,017 Discounts (2,237 ) Total debt, net of discounts $ 110,780 |
5. Stock-Based Compensation (Ta
5. Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Third Eye Capital Revenue Participation Term Notes | |
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, 2015 95 980 $ 5.76 Authorized 655 - - Granted (711 ) 711 2.52 Exercised - - - Forfeited/expired 69 (69 ) 4.70 Balance as of September 30, 2016 108 1,622 $ 4.39 |
Schedule of weighted average fair value calculations for options | Description Value Dividend-yield 0 % Risk-free interest rate 1.38 % Expected volatility 75.9 % Expected life (years) 7 Market value per share on grant date $ 1.63 Fair value per share on grant date $ 1.01 |
6. Agreements (Tables)
6. Agreements (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Agreements Tables | |
Schedule of working capital agreement activity | As of and for the three months ended September 30, As of and for the nine months ended September 30, 2016 2015 2016 2015 Ethanol sales $ 24,687 $ 23,906 $ 68,993 $ 70,765 Wet distiller's grains sales 6,114 5,609 16,918 19,568 Corn oil sales 788 835 2,232 2,771 Corn/milo purchases 23,098 24,056 67,766 74,949 Accounts receivable 345 312 345 312 Accounts payable 1,241 1,539 1,241 1,539 |
7. Segment Information (Tables)
7. Segment Information (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Segment Information Tables | |
Schedule of segment information | For the three months ended September 30, For the nine months ended September 30, 2016 2015 2016 2015 Revenues North America $ 33,889 $ 32,444 $ 93,979 $ 99,795 India 5,488 6,066 11,783 11,508 Total revenues $ 39,377 $ 38,510 $ 105,762 $ 111,303 Cost of goods sold North America $ 30,391 $ 31,603 $ 86,174 $ 97,489 India 5,320 5,873 11,892 11,059 Total cost of goods sold $ 35,711 $ 37,476 $ 98,066 $ 108,548 Gross profit (loss) North America $ 3,498 $ 841 $ 7,805 $ 2,306 India 168 193 (109 ) 449 Total gross profit $ 3,666 $ 1,034 $ 7,696 $ 2,755 |
Schedule of segment assets | As of September 30, December 31, 2016 2015 North America $ 67,616 $ 69,165 India 11,728 13,976 Total Assets $ 79,344 $ 83,141 |
1. Nature of Activities and S24
1. Nature of Activities and Summary of Significant Accounting Policies (Details) - shares | Sep. 30, 2016 | Sep. 30, 2015 |
Accounting Policies [Abstract] | ||
Series B preferred (1:10 post split basis) | 133 | 141 |
Common stock options and warrants | 1,965 | 1,307 |
Debt with conversion feature at $30 per share of common stock | 861 | 783 |
Total number of potentially dilutive shares excluded from the diluted net loss per share calculation | 2,959 | 2,231 |
2. Inventories (Details)
2. Inventories (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
RepaymentsOfBorrowingsUnderShortTermFacilities | ||
Raw materials | $ 1,465 | $ 1,219 |
Work-in-progress | 1,638 | 1,807 |
Finished goods | 879 | 1,778 |
Total inventory | $ 3,982 | $ 4,804 |
3. Property, Plant and Equipm26
3. Property, Plant and Equipment (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Schedule of warrant activity | ||
Land | $ 2,724 | $ 2,727 |
Plant and Buildings | 81,975 | 81,821 |
Furniture and fixtures | 504 | 494 |
Machinery and equipment | 4,314 | 4,052 |
Construction in progress | 25 | 147 |
Total gross property, plant & equipment | 89,542 | 89,241 |
Less accumulated depreciation | (21,999) | (18,523) |
Total net property, plant & equipment | $ 67,543 | $ 70,718 |
3. Property, Plant and Equipm27
3. Property, Plant and Equipment (Details 1) | 9 Months Ended |
Sep. 30, 2016 | |
Plant and Buildings | Minimum | |
Depreciation (years) | 20 years |
Plant and Buildings | Maximum [Member] | |
Depreciation (years) | 30 years |
Machinery and Equipment | Minimum | |
Depreciation (years) | 5 years |
Machinery and Equipment | Maximum [Member] | |
Depreciation (years) | 7 years |
Furniture and Fixtures | Minimum | |
Depreciation (years) | 3 years |
Furniture and Fixtures | Maximum [Member] | |
Depreciation (years) | 5 years |
3. Property, Plant and Equipm28
3. Property, Plant and Equipment (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Jun. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Disclosure3.PropertyPlantAndEquipmentDetailsNarrativeAbstract | ||||
Depreciation expense | $ 1,100 | $ 1,200 | $ 3,523 | $ 3,560 |
4. Debt (Details)
4. Debt (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Total revenues | ||
Third Eye Capital term notes | $ 6,459 | $ 6,269 |
Third Eye Capital revolving credit facility | 32,525 | 25,870 |
Third Eye Capital revenue participation term notes | 10,846 | 10,526 |
Third Eye Capital acquisition term notes | 18,768 | 18,260 |
Cilion shareholder Seller note payable | 5,636 | 5,523 |
State Bank of India secured term loan | 3,161 | 4,200 |
Subordinated notes | 7,114 | 6,340 |
EB-5 long term promissory notes | 25,830 | 23,907 |
Unsecured working capital loans | 441 | 0 |
Total debt | 110,780 | 100,895 |
Less current portion of debt | 12,546 | 11,947 |
Total long term debt | $ 98,234 | $ 88,948 |
4. Debt (Details 1)
4. Debt (Details 1) $ in Thousands | Sep. 30, 2016USD ($) |
Twelve months ended September 30, | |
2,017 | $ 12,546 |
2,018 | 73,335 |
2,019 | 20,500 |
2,020 | 6,636 |
2,021 | 0 |
Total debt | 113,017 |
Discounts | (2,237) |
Total debt, net of discounts | $ 110,780 |
4. Debt (Details Narrative)
4. Debt (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | |
Interest payments | $ 2,518 | $ 356 | |||
Third Eye Capital Term Notes | |||||
Principal and interest outstanding | $ 6,500 | 6,500 | |||
Unamortized discount | 200 | 200 | |||
Third Eye Capital Revolving Credit Facility | |||||
Principal and interest outstanding | 32,500 | 32,500 | |||
Unamortized debt issuance costs | 1,000 | 1,000 | |||
Third Eye Capital Revenue Participation Term Note | |||||
Principal and interest outstanding | 10,800 | 10,800 | |||
Unamortized discount | 400 | 400 | |||
Third Eye Capital Acquisition Term Notes | |||||
Principal and interest outstanding | 18,800 | 18,800 | |||
Unamortized discount | 600 | 600 | |||
Cilion shareholder Seller notes payable | |||||
Principal and interest outstanding | 5,600 | 5,600 | |||
State Bank of India secured term loan | |||||
Principal and interest outstanding | 3,200 | 3,200 | |||
Subordinated Notes | |||||
Principal and interest outstanding | 7,100 | 7,100 | $ 6,300 | ||
EB-5 long-term promissory notes | |||||
Principal and interest outstanding | 25,800 | 25,800 | |||
Unsecured working capital loans | |||||
Principal and interest outstanding | 400 | 400 | $ 0 | ||
Principal and interest payments made | $ 2,400 | $ 3,600 | $ 4,500 | $ 3,500 |
5. Stock-Based Compensation (De
5. Stock-Based Compensation (Details) - Employee Stock Plan | 9 Months Ended |
Sep. 30, 2016$ / sharesshares | |
Shares Available for Grant, Beginning | 95 |
Shares Available for Grant, Authorized | 655 |
Shares Available for Grant, Granted | (711) |
Shares Available for Grant, Exercised | 0 |
Shares Available for Grant, Forfeited/Expired | 69 |
Shares Available for Grant, Ending | 108 |
Number of Shares Outstanding, Beginning | 980 |
Number of Shares Authorized | 0 |
Number of Shares Granted | 711 |
Number of Shares Exercised | 0 |
Number of Shares Forfeited/Expired | (69) |
Number of Shares Outstanding, Ending | 1,622 |
Weighted Average Exercise Price Outstanding, Beginning | $ / shares | $ 5.76 |
Weighted Average Exercise Price Authorized | $ / shares | 0 |
Weighted Average Exercise Price Granted | $ / shares | 2.52 |
Weighted Average Exercise Price Exercised | $ / shares | 0 |
Weighted Average Exercise Price Forfeited/Expired | $ / shares | 4.70 |
Weighted Average Exercise Price Outstanding, Ending | $ / shares | $ 4.39 |
5. Stock-Based Compensation (33
5. Stock-Based Compensation (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Stock-based Compensation Details Narrative | ||||
Stock compensation expense | $ 172 | $ 161 | $ 573 | $ 694 |
Unrecognized compensation expense | $ 1,300 | $ 1,300 |
6. Agreements (Details)
6. Agreements (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Agreements Details | ||||
Ethanol sales | $ 24,687 | $ 23,906 | $ 68,993 | $ 70,765 |
Wet distiller's grains sales | 6,114 | 5,609 | 16,918 | 19,568 |
Corn oil sales | 788 | 835 | 2,232 | 2,771 |
Corn/Milo purchases | 23,098 | 24,056 | 67,766 | 74,949 |
Accounts receivable | 345 | 312 | 345 | 312 |
Accounts payable | $ 1,241 | $ 1,539 | $ 1,241 | $ 1,539 |
6. Agreements (Details Narrativ
6. Agreements (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Agreements | ||||
Marketing costs | $ 600 | $ 600 | $ 1,700 | $ 1,800 |
7. Segment Information (Details
7. Segment Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Revenues | ||||
North America | $ 33,889 | $ 32,444 | $ 93,979 | $ 99,795 |
India | 5,488 | 6,066 | 11,783 | 11,508 |
Total revenues | 39,377 | 38,510 | 105,762 | 111,303 |
Cost of goods sold | ||||
North America | 30,391 | 31,603 | 86,174 | 97,489 |
India | 5,320 | 5,873 | 11,892 | 11,059 |
Total cost of goods sold | 35,711 | 37,476 | 98,066 | 108,548 |
Gross profit (loss) | ||||
North America | 3,498 | 841 | 7,805 | 2,306 |
India | 168 | 193 | (109) | 449 |
Total gross profit (loss) | $ 3,666 | $ 1,034 | $ 7,696 | $ 2,755 |
7. Segment Information (Detai37
7. Segment Information (Details 1) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Segment Information Details 1 | ||
North America | $ 67,616 | $ 69,165 |
India | 11,728 | 13,976 |
Total Assets | $ 79,344 | $ 83,141 |
8. Related Party Transactions (
8. Related Party Transactions (Details Narrative) - Eric McAfee and McAfee Capital - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | |
Related party debt | $ 360 | $ 360 | $ 360 | ||
Related party transaction | $ 16 | $ 16 | $ 57 | $ 54 |