Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2019 | Oct. 31, 2019 | |
Document And Entity Information | ||
Entity Registrant Name | AEMETIS, INC. | |
Entity Central Index Key | 0000738214 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2019 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Is Entity's Reporting Status Current? | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Emerging Growth Company | false | |
Entity Small Business | true | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 20,570,187 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2019 |
CONSOLIDATED CONDENSED BALANCE
CONSOLIDATED CONDENSED BALANCE SHEETS (Unaudited) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 919 | $ 1,188 |
Accounts receivable | 5,421 | 1,096 |
Inventories | 3,521 | 6,129 |
Prepaid expenses | 558 | 942 |
Other current assets | 2,186 | 956 |
Total current assets | 12,605 | 10,311 |
Property, plant and equipment, net | 80,843 | 78,492 |
Operating lease right-of-use assets | 743 | 0 |
Other assets | 2,492 | 3,018 |
Total assets | 96,683 | 91,821 |
Current liabilities: | ||
Accounts payable | 17,453 | 13,500 |
Current portion of long term debt | 5,059 | 2,396 |
Short term borrowings | 17,417 | 14,902 |
Mandatorily redeemable Series B convertible preferred stock | 3,124 | 3,048 |
Accrued property taxes | 4,234 | 3,337 |
Accrued contingent litigation fees | 6,200 | 0 |
Other current liabilities | 4,995 | 5,396 |
Total current liabilities | 58,482 | 42,579 |
Long term liabilities: | ||
Senior secured notes | 102,463 | 89,884 |
EB-5 notes | 35,500 | 36,500 |
GAFI secured and revolving notes | 29,013 | 25,461 |
Long term subordinated debt | 6,086 | 5,974 |
Series A preferred units | 10,239 | 7,005 |
Long term lease liability | 1,652 | 0 |
Total long term liabilities | 184,953 | 164,824 |
Stockholders' deficit: | ||
Series B convertible preferred stock, $0.001 par value; 7,235 authorized; 1,323 shares issued and outstanding each period, respectively (aggregate liquidation preference of $3,969 for each period respectively) | 1 | 1 |
Common stock, $0.001 par value; 40,000 authorized; 20,570 and 20,345 shares issued and outstanding each period, respectively | 21 | 20 |
Additional paid-in capital | 86,708 | 85,917 |
Accumulated deficit | (222,195) | (193,204) |
Accumulated other comprehensive loss | (3,715) | (3,576) |
Total stockholders' deficit attributable to Aemetis, Inc. | (139,180) | (110,842) |
Non-controlling interest - GAFI | (7,572) | (4,740) |
Total stockholders' deficit | (146,752) | (115,582) |
Total liabilities and stockholders' deficit | $ 96,683 | $ 91,821 |
CONSOLIDATED CONDENSED BALANC_2
CONSOLIDATED CONDENSED BALANCE SHEETS (Unaudited) (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Statement of Financial Position [Abstract] | ||
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 | 1,323 | 1,323 |
Series B Preferred stock, shares outstanding | 1,323 | 1,323 |
Aggregate liquidation preference | $ 3,969 | $ 3,969 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 40,000 | 40,000 |
Common stock, shares issued | 20,570 | 20,345 |
Common stock, shares outstanding | 20,570 | 20,345 |
CONSOLIDATED CONDENSED STATEMEN
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Income Statement [Abstract] | ||||
Revenues | $ 57,389 | $ 44,635 | $ 149,896 | $ 132,681 |
Cost of goods sold | 53,407 | 41,967 | 142,992 | 125,379 |
Gross profit | 3,982 | 2,668 | 6,904 | 7,302 |
Research and development expenses | 37 | 74 | 160 | 191 |
Selling, general and administrative expenses | 4,529 | 3,893 | 12,715 | 11,289 |
Operating loss | (584) | (1,299) | (5,971) | (4,178) |
Interest expense | ||||
Interest rate expense | 5,396 | 4,692 | 15,572 | 13,395 |
Debt related fees and amortization expense | 946 | 719 | 3,565 | 6,395 |
Accretion of Series A preferred units | 589 | 0 | 1,509 | 0 |
Loss contingency on litigation | 0 | 0 | 6,200 | 0 |
Other (income) expense | (289) | (61) | (1,001) | 2 |
Loss before income taxes | (7,226) | (6,649) | (31,816) | (23,970) |
Income tax expense | 0 | 0 | 7 | 6 |
Net loss | (7,226) | (6,649) | (31,823) | (23,976) |
Less: Net loss attributable to non-controlling interest | (900) | (792) | (2,832) | (2,386) |
Net loss attributable to Aemetis, Inc. | (6,326) | (5,857) | (28,991) | (21,590) |
Other comprehensive income (loss) | ||||
Foreign currency translation gain (loss) | (254) | (423) | (139) | (967) |
Comprehensive loss | $ (7,480) | $ (7,072) | $ (31,962) | $ (24,943) |
Net loss per common share attributable to Aemetis, Inc. | ||||
Basic | $ (0.31) | $ (0.29) | $ (1.42) | $ (1.07) |
Diluted | $ (0.31) | $ (0.29) | $ (1.42) | $ (1.07) |
Weighted average shares outstanding | ||||
Basic | 20,554 | 20,252 | 20,433 | 20,220 |
Diluted | 20,554 | 20,252 | 20,433 | 20,220 |
CONSOLIDATED CONDENSED STATEM_2
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Operating activities: | ||
Net loss | $ (31,823) | $ (23,976) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Share-based compensation | 630 | 783 |
Stock issued for services | 0 | 22 |
Depreciation | 3,337 | 3,457 |
Debt related amortization expense | 3,565 | 6,395 |
Intangibles and other amortization expense | 36 | 105 |
Accretion of Series A preferred units | 1,509 | 0 |
Change in fair value of Stock Appreciation Rights | (80) | (44) |
Changes in operating assets and liabilities: | ||
Accounts receivable | (4,359) | 670 |
Inventories | 2,563 | (2,588) |
Prepaid expenses | 384 | 1,551 |
Other assets | (154) | (344) |
Accounts payable | 3,429 | 2,999 |
Accrued interest expense and fees | 13,272 | 8,451 |
Other liabilities | 6,565 | (835) |
Net cash used in operating activities | (1,126) | (3,354) |
Investing activities: | ||
Capital expenditures | (5,053) | (2,498) |
Net cash used in investing activities | (5,053) | (2,498) |
Financing activities: | ||
Proceeds from borrowings | 38,203 | 16,484 |
Repayments of borrowings | (35,722) | (12,449) |
GAFI proceeds from borrowings | 1,043 | 1,500 |
GAFI repayments of borrowings | (164) | 0 |
GAFI renewal fee payment | (530) | 0 |
Grant proceeds received for capital expenditures | 1,364 | 0 |
Proceeds from Series A preferred units financing | 1,725 | 0 |
Net cash provided by financing activities | 5,919 | 5,535 |
Effect of exchange rate changes on cash and cash equivalents | (9) | (43) |
Net cash and cash equivalents for period | (269) | (360) |
Cash and cash equivalents at beginning of period | 1,188 | 428 |
Cash and cash equivalents at end of period | 919 | 68 |
Supplemental disclosures of cash flow information, cash paid: | ||
Cash paid for interest, net of capitalized interest of $231 and $0 for the nine months ended September 30, 2019 and 2018, respectively | 1,836 | 4,700 |
Income taxes paid | 0 | 6 |
Supplemental disclosures of cash flow information, non-cash transactions: | ||
Subordinated debt extension fees added to debt | 680 | 680 |
Fair value of warrants issued to subordinated debt holders | 162 | 235 |
TEC debt extension, waiver fees, promissory notes fees added to debt | 1,102 | 4,255 |
Capital expenditures in accounts payable | 1,443 | 0 |
Operating lease liabilities arising from obtaining right-of-use assets | 1,181 | 0 |
Stock Appreciation Rights issued for GAFI Amendment No. 1 added to GAFI debt | $ 1,050 | $ 1,277 |
CONSOLIDATED CONDENSED STATEM_3
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (Parenthetical) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | |
Statement of Cash Flows [Abstract] | |||
Capitalized interest | $ 231 | $ 0 | $ 135 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY - USD ($) $ in Thousands | Series B Preferred Stock | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Accumulated Other Comprehensive Income/(Loss) | Noncontrolling Interest | Total |
Beginning balance, shares at Dec. 31, 2017 | 1,323 | 20,088 | |||||
Beginning balance, amount at Dec. 31, 2017 | $ 1 | $ 2 | $ 84,679 | $ (160,188) | $ (2,904) | $ (1,469) | $ (79,861) |
Options exercised, shares | 2 | ||||||
Options exercised, amount | 0 | ||||||
Stock-based compensation | 264 | 264 | |||||
Issuance and exercise of warrants, shares | 113 | ||||||
Issuance and exercise of warrants, amount | 65 | 65 | |||||
Shares issued to consultants and other services, shares | 20 | ||||||
Shares issued to consultants and other services, amount | 22 | 22 | |||||
Foreign currency translation (loss) gain | (150) | (150) | |||||
Net loss | (10,368) | (737) | (11,105) | ||||
Ending Balance, Shares at Mar. 31, 2018 | 1,323 | 20,223 | |||||
Ending Balance, Amount at Mar. 31, 2018 | $ 1 | $ 20 | 85,030 | (170,556) | (3,054) | (2,206) | (90,765) |
Beginning balance, shares at Dec. 31, 2017 | 1,323 | 20,088 | |||||
Beginning balance, amount at Dec. 31, 2017 | $ 1 | $ 2 | 84,679 | (160,188) | (2,904) | (1,469) | (79,861) |
Stock-based compensation | 783 | ||||||
Net loss | (23,976) | ||||||
Ending Balance, Shares at Sep. 30, 2018 | 1,323 | 20,345 | |||||
Ending Balance, Amount at Sep. 30, 2018 | $ 1 | $ 20 | 85,719 | (181,778) | (3,871) | (3,855) | (103,764) |
Beginning balance, shares at Mar. 31, 2018 | 1,323 | 20,223 | |||||
Beginning balance, amount at Mar. 31, 2018 | $ 1 | $ 20 | 85,030 | (170,556) | (3,054) | (2,206) | (90,765) |
Stock-based compensation | 317 | 317 | |||||
Foreign currency translation (loss) gain | (394) | (394) | |||||
Net loss | (5,365) | (857) | (6,222) | ||||
Ending Balance, Shares at Jun. 30, 2018 | 1,323 | 20,223 | |||||
Ending Balance, Amount at Jun. 30, 2018 | $ 1 | $ 20 | 85,347 | (175,921) | (3,448) | (3,063) | (97,064) |
Stock-based compensation | 202 | 202 | |||||
Issuance and exercise of warrants, shares | 112 | ||||||
Issuance and exercise of warrants, amount | 170 | 170 | |||||
Shares issued to consultants and other services, shares | 10 | ||||||
Shares issued to consultants and other services, amount | 0 | ||||||
Foreign currency translation (loss) gain | (423) | (423) | |||||
Net loss | (5,857) | (792) | (6,649) | ||||
Ending Balance, Shares at Sep. 30, 2018 | 1,323 | 20,345 | |||||
Ending Balance, Amount at Sep. 30, 2018 | $ 1 | $ 20 | 85,719 | (181,778) | (3,871) | (3,855) | (103,764) |
Beginning balance, shares at Dec. 31, 2018 | 1,323 | 20,345 | |||||
Beginning balance, amount at Dec. 31, 2018 | $ 1 | $ 20 | 85,917 | (193,204) | (3,576) | (4,740) | (115,582) |
Stock-based compensation | 290 | 290 | |||||
Issuance and exercise of warrants, shares | 30 | ||||||
Issuance and exercise of warrants, amount | 67 | 67 | |||||
Foreign currency translation (loss) gain | 58 | 58 | |||||
Net loss | (9,729) | (938) | (10,667) | ||||
Ending Balance, Shares at Mar. 31, 2019 | 1,323 | 20,375 | |||||
Ending Balance, Amount at Mar. 31, 2019 | $ 1 | $ 20 | 86,274 | (202,933) | (3,518) | (5,678) | (125,834) |
Beginning balance, shares at Dec. 31, 2018 | 1,323 | 20,345 | |||||
Beginning balance, amount at Dec. 31, 2018 | $ 1 | $ 20 | 85,917 | (193,204) | (3,576) | (4,740) | (115,582) |
Stock-based compensation | 630 | ||||||
Net loss | (31,823) | ||||||
Ending Balance, Shares at Sep. 30, 2019 | 1,323 | 20,570 | |||||
Ending Balance, Amount at Sep. 30, 2019 | $ 1 | $ 21 | 86,708 | (222,195) | (3,715) | (7,572) | (146,752) |
Beginning balance, shares at Mar. 31, 2019 | 1,323 | 20,375 | |||||
Beginning balance, amount at Mar. 31, 2019 | $ 1 | $ 20 | 86,274 | (202,933) | (3,518) | (5,678) | (125,834) |
Stock-based compensation | 196 | 196 | |||||
Foreign currency translation (loss) gain | 57 | 57 | |||||
Net loss | (12,936) | (994) | (13,930) | ||||
Ending Balance, Shares at Jun. 30, 2019 | 1,323 | 20,375 | |||||
Ending Balance, Amount at Jun. 30, 2019 | $ 1 | $ 20 | 86,470 | (215,869) | (3,461) | (6,672) | (139,511) |
Stock-based compensation | 144 | 144 | |||||
Issuance and exercise of warrants, shares | 195 | ||||||
Issuance and exercise of warrants, amount | $ 1 | 94 | 95 | ||||
Foreign currency translation (loss) gain | (254) | (254) | |||||
Net loss | (6,326) | (900) | (7,226) | ||||
Ending Balance, Shares at Sep. 30, 2019 | 1,323 | 20,570 | |||||
Ending Balance, Amount at Sep. 30, 2019 | $ 1 | $ 21 | $ 86,708 | $ (222,195) | $ (3,715) | $ (7,572) | $ (146,752) |
1. Nature of Activities and Sum
1. Nature of Activities and Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2019 | |
Accounting Policies [Abstract] | |
1. Nature of Activities and Summary of Significant Accounting Policies | Nature of Activities We also lease a site in Riverbank, California, near the Keyes Plant, where we plan to utilize biomass-to-fuel technology that we have licensed from LanzaTech Technology (“LanzaTech”) and InEnTec Technology (“InEnTec”) to build a cellulosic ethanol production facility (the “Riverbank Cellulosic Ethanol Facility”) capable of converting local California surplus biomass – principally agricultural waste – into ultra-low carbon renewable cellulosic ethanol. By producing ultra-low carbon renewable cellulosic ethanol, we expect to capture higher value D3 cellulosic renewable identification numbers (“RINs”) and California’s Low Carbon Fuel Standard (“LCFS”) credits. In December 2018, we acquired a 5.2-acre parcel of land for the construction of a facility by Linde LLC industrial gas company to sell carbon dioxide (“CO2”) produced at the Keyes Plant, which will add incremental income for the North America segment. During 2018, Aemetis Biogas, LLC (“ABGL”) was formed to construct bio-methane digesters at local dairies near the Keyes Plant, many of whom are already customers of the distillers’ grain produced at the Keyes Plant. The digesters are connected by a pipeline to a gas cleanup and compression facility to produce Renewable Natural Gas (“RNG”). ABGL currently has signed participation agreements with over a dozen local dairies and three fully executed leases with dairies near the Keyes Plant in order to capture their methane, which would otherwise be released into the atmosphere, primarily from manure wastewater lagoons. We plan to capture biogas from multiple dairies and pipe the gas to a centralized location at our Keyes Plant where we will remove the impurities of the methane and clean it into bio-methane for injection into the local utility pipeline or to a renewable compressed natural gas (“RCNG”) truck loading station that will service local trucking fleets to displace diesel fuel. The biogas can also be used in our Keyes Plant to displace petroleum-based natural gas. The environmental benefits of the ABGL project are potentially significant because dairy biogas has a negative carbon intensity (“CI”) under the California LCFS. The biogas produced by ABGL will also receive D3 RINs under the federal Renewable Fuel Standard (“RFS”). Basis of Presentation and Consolidation The accompanying consolidated condensed balance sheet as of September 30, 2019, the consolidated condensed statements of operations and comprehensive loss for the three and nine months ended September 30, 2019 and 2018, the consolidated condensed statements of cash flows for the nine months ended September 30, 2019 and 2018, and the consolidated condensed statements of stockholders’ deficit for the three and nine months ended September 30, 2019 and 2018 are unaudited. The consolidated condensed balance sheet as of December 31, 2018 was derived from the 2018 audited consolidated financial statements and notes thereto. The consolidated condensed financial statements in this report should be read in conjunction with the 2018 audited consolidated financial statements and notes thereto included in the Company’s annual report on Form 10-K for the year ended December 31, 2018. 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, 2019 and 2018 have been prepared on the same basis as the audited consolidated statements as of December 31, 2018 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, 2019 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 We have elected to adopt the practical expedient that allows for ignoring the significant financing component of a contract when estimating the transaction price when the transfer of promised goods to the customer and customer payment for such goods are expected to be within one year of contract inception. Further, we have elected to adopt the practical expedient in which incremental costs of obtaining a contract are expensed when the amortization period would otherwise be less than one year. North America: The below table shows our sales in North America by product category: North America (in thousands) For the three months ended September 30, For the nine months ended September 30, 2019 2018 2019 2018 Ethanol sales $ 27,456 $ 29,661 $ 84,453 $ 88,002 Wet distiller's grains sales 8,783 8,116 26,119 24,443 Other sales 1,581 799 3,370 2,935 $ 37,820 $ 38,576 $ 113,942 $ 115,380 We also assessed principal versus agent criteria as we buy our feedstock from our customers and process and sell finished goods to those customers in some contractual agreements. In North America, we buy corn as feedstock in producing ethanol from our working capital partner J.D. Heiskell and we sell all ethanol, WDG, and corn oil produced in this process to J.D. Heiskell. Our finished goods tank is leased by J.D. Heiskell and they require us to transfer legal title to the product upon transfer of our finished ethanol to this location. We consider the purchase of corn as a cost of goods sold and the sale of ethanol upon transfer to the finished goods tank as revenue on the basis that (i) we control and bear the risk of gain or loss on the processing of corn which is purchased at market prices into ethanol and (ii) we have legal title to the goods during the processing time. The pricing for both corn and ethanol is set independently. Revenues from sales of ethanol and its co-products are billed net of the related transportation and marketing charges. The transportation component is accounted for in cost of goods sold and the marketing component is accounted for in sales, general and administrative expense. Transportation and marketing charges are known within days of the transaction and are recorded at the actual amounts. The Company has elected an accounting policy under which these charges have been treated as fulfillment activities provided after control has transferred. As a result, these charges are recognized in cost of goods sold and selling, general and administrative expenses, respectively, when revenue is recognized. Revenues are recorded at the gross invoiced amount. Hence, we are the principal in North America sales scenarios where our customer and vendor may be the same. We have a contract liability of $0.4 million as of September 30, 2019, in connection with a contract with a customer to sell LCFS credits produced from April 1, 2019 to May 21, 2019. However, the credits were not transferred to the customer until October 2, 2019 while we received cash in advance. India: The below table shows our sales in India by product category: India (in thousands) For the three months ended September 30, For the nine months ended September 30, 2019 2018 2019 2018 Biodiesel sales $ 17,057 $ 5,206 $ 32,201 $ 13,548 Refined Glycerin sales 951 853 2,186 3,753 Other sales 1,561 - 1,567 - $ 19,569 $ 6,059 $ 35,954 $ 17,301 We also assessed principal versus agent criteria as we buy our feedstock from our customers and process and sell finished goods to those customers in some contractual agreements. In India, we occasionally enter into contracts where we purchase feedstock from the customer, process the feedstock into biodiesel, and sell to the same customer. In those cases, we receive the legal title to feedstock from our customers once it is on our premises. We control the processing and production of biodiesel based on contract terms and specifications. The pricing for both feedstock and biodiesel is set independently. We hold the title and risk to biodiesel according to agreements we enter into in these situations. Hence, we are the principal in India sales scenarios where our customer and vendor may be the same. 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 it requires attempted contacts with the customer at specified intervals. If, after a specified number of days, the Company has been unsuccessful in its collection efforts, a bad debt allowance is recorded for the balance in question. Delinquent accounts receivable are charged against the allowance for doubtful accounts once un-collectability has been determined. The factors considered in reaching this determination are the apparent financial condition of the customer and the Company’s success in contacting and negotiating with the customer. If the financial condition of the Company’s customers were to deteriorate, additional allowances may be required. We did not reserve any balance for allowances for doubtful accounts as of September 30, 2019 and December 31, 2018. Inventories Property, Plant and Equipment 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, California Energy Commission Technology Demonstration Grant California Department of Food and Agriculture Dairy Digester Research and Development Grant California Energy Commission Low Carbon Advanced Ethanol Grant Program Basic and Diluted Net 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, 2019 and 2018: As of September 30, 2019 September 30, 2018 Series B preferred (post split basis) 132 132 Common stock options and warrants 3,910 2,990 Debt with conversion feature at $30 per share of common stock 1,255 1,228 SARs conversion if stock issued at $1.11 per share to cover $2.1 million - 1,893 Total number of potentially dilutive shares excluded from the diluted net loss per share calculation 5,297 6,243 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 California, the cellulosic ethanol facility in Riverbank, the cluster of biogas digesters on dairies near the Keyes Plant, the Goodland Plant in Kansas and the research and development facility in Minnesota. The “India” operating segment encompasses the Company’s 50 million gallon per year capacity Kakinada Plant in India, the administrative offices in Hyderabad, India, and the holding companies in Nevada and Mauritius. Fair Value of Financial Instruments. Share-Based Compensation. Stock Compensation Leases We assessed all leases, equipment rentals, and supply agreements under this guidance. We adopted the standard as of January 1, 2019 using the optional transition relief approach. We elected the practical expedients permitted under the transition guidance within the new standard, which among other things, allows us to carryforward the historical lease classification. We made an accounting policy election to keep leases with a term of 12 months or less off of the balance sheet. We recognized those lease payments in the Consolidated Statements of Operations on a straight-line basis over the lease term. Please refer to Note 7 for additional information regarding the Company’s adoption of ASC 842 and outstanding leases. Commitments and Contingencies. Contingencies The Company entered into a payment plan with Stanislaus County for unpaid property taxes on June 28, 2018 by paying $1.5 million as a first payment. Under the annual payment plan, the Company is set to pay 20% of the outstanding redemption amount, in addition to the current year property taxes and any interest incurred on the unpaid balance to date annually, on or before April 10 starting in 2019. This payment was not made on April 10, 2019. The full tax amount is now due and the property is subject to a process by the county that ranges from the collection of all past due taxes to the potential sale of the asset. As of September 30, 2019, the balance in property tax accrual was $4.2 million. In connection with dismissed lawsuit based on EdenIQ’s wrongful termination of a merger agreement, the Company and EdenIQ filed motions for attorney’s fees and costs in February 2019. On July 24, 2019, the court granted $6.2 million of attorney’s fees and costs to EdenIQ. As a result, a $6.2 million loss on contingency was recorded within the Company’s consolidated financial statements as of September 30, 2019. Debt Modification Accounting Debt – Modification and Extinguishments Convertible Instruments Recently Issued Accounting Pronouncements |
2. Inventories
2. Inventories | 9 Months Ended |
Sep. 30, 2019 | |
Inventory Disclosure [Abstract] | |
2. Inventories | Inventory consists of the following: September 30, 2019 December 31, 2018 Raw materials $ 979 $ 3,647 Work-in-progress 1,285 1,327 Finished goods 1,257 1,155 Total inventories $ 3,521 $ 6,129 As of September 30, 2019 and December 31, 2018, the Company recognized a lower of cost or net realizable value impairment of $0.1 million and $0.2 million respectively, related to inventory. |
3. Property, Plant and Equipmen
3. Property, Plant and Equipment | 9 Months Ended |
Sep. 30, 2019 | |
Property, Plant and Equipment [Abstract] | |
3. Property, Plant and Equipment | Property, plant and equipment consist of the following: September 30, 2019 December 31, 2018 Land $ 4,108 $ 4,116 Plant and buildings 83,244 82,445 Furniture and fixtures 1,093 1,056 Machinery and equipment 4,207 3,928 Construction in progress 8,076 3,581 GAFI property, plant & equipment 15,408 15,408 Total gross property, plant & equipment 116,136 110,534 Less accumulated depreciation (35,293 ) (32,042 ) Total net property, plant & equipment $ 80,843 $ 78,492 During the nine months ended September 30, 2019 and for the year ended December 31, 2018, interest capitalized in property, plant, and equipment was $231 thousand and $135 thousand, respectively. 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, 2019 and 2018, the Company recorded depreciation expense of $1.1 million and $1.2 million respectively. For the nine months ended September 30, 2019 and 2018, the Company recorded depreciation expense of $3.3 million and $3.5 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 was no impairment of long-lived assets during the three and nine months ended September 30, 2019 and 2018. |
4. Debt
4. Debt | 9 Months Ended |
Sep. 30, 2019 | |
Debt Disclosure [Abstract] | |
4. Debt | Debt consists of the following: September 30, 2019 December 31, 2018 Third Eye Capital term notes $ 7,022 $ 7,024 Third Eye Capital revolving credit facility 58,742 47,225 Third Eye Capital revenue participation term notes 11,792 11,794 Third Eye Capital acquisition term notes 24,907 23,841 Third Eye Capital promissory note 2,814 - Cilion shareholder seller notes payable 6,086 5,974 Subordinated notes 11,085 10,080 EB-5 promissory notes 40,199 38,536 Unsecured working capital loans 3,518 4,822 GAFI Term and Revolving loans 29,373 25,821 Total debt 195,538 175,117 Less current portion of debt 22,476 17,298 Total long term debt $ 173,062 $ 157,819 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 (the “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 (the “Revenue Participation Term Notes”); and (iv) senior secured term loans in an aggregate principal amount of $15.0 million (the “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 “Original Third Eye Capital Notes”). On March 27, 2018, Third Eye Capital agreed to Limited Waiver and Amendment No. 14 to the Note Purchase Agreement, or Amendment No. 14, to: (i) extend the maturity date of the Third Eye Capital Notes by two years to April 1, 2020 in exchange for an amendment fee consisting of 6% (3% per year) of the outstanding note balance in the form of an increase in the fee payable in the event of a redemption of the Third Eye Capital Notes (as defined in the Note Purchase Agreement); (ii) provide that the maturity date may be further extended at our election to April 1, 2021 in exchange for an extension fee of 5%; (iii) provide for an optional waiver of the ratio of note indebtedness covenant until January 1, 2019 with the payment of a waiver fee of $0.25 million; and (iv) remove the redemption fee described in (i) above from the calculation of the ratio of note indebtedness covenant. In addition to the fee discussed in (i), as consideration for such amendment and waiver, the borrowers also agreed to pay Third Eye Capital an amendment and waiver fee of $0.5 million to be added to the outstanding principal balance of the Revolving Credit Facility. We evaluated Amendment No. 14 in accordance with ASC 470-60 Troubled Debt Restructuring. Troubled Debt Restructuring On March 27, 2018, Third Eye Capital also agreed to a one-year reserve liquidity facility governed by a promissory note, payable in the principal amount of up to $6 million. Borrowings under the facility are available from March 27, 2018 until maturity on April 1, 2019. Interest on borrowed amounts accrues at a rate of 30% per annum, paid monthly in arrears, or 40% if an event of default has occurred and continues. The outstanding principal balance of the indebtedness evidenced by the promissory note, plus any accrued but unpaid interest and any other sums due thereunder, shall be due and payable in full at the earlier to occur of (a) the closing of any new debt or equity financing, refinancing or other similar transaction between Third Eye Capital or any fund or entity arranged by them and the Company or its affiliates, (b) receipt by the Company or its affiliates of proceeds from any sale, merger, equity or debt financing, refinancing or other similar transaction from any third party and (c) April 1, 2019. The promissory note is secured by liens and security interests upon the property and assets of the Company. If any amounts are drawn under the facility, the Company will pay a non-refundable fee in the amount of $200 thousand payable from the proceeds of the first drawing under the facility. We did not draw any amounts under the facility and no balance was outstanding as of December 31, 2018 under this facility. On March 11, 2019, Third Eye Capital agreed to increase the amount available under the reserve liquidity facility up to $8.0 million and extend the maturity date to April 1, 2020 with the same terms as above. Based on the terms of Amendment No. 14, the Company intends to extend the maturity to April 1, 2021 for a fee of 5% on the outstanding debt which can be paid or added to the outstanding balance of the revolving notes. On March 11, 2019, Third Eye Capital agreed to Limited Waiver and Amendment No. 15 to the Note Purchase Agreement (“Amendment No. 15”), to waive the ratio of note indebtedness covenant through December 31, 2019. As a consideration for this amendment, the Company also agreed to pay Third Eye Capital an amendment fee of $1.0 million to be added to the redemption fee which is due upon redemption of the Notes. On November 11, 2019, Third Eye Capital agreed to Limited Waiver and Amendment No. 16 to the Note Purchase Agreement (“Amendment No. 16”), to waive the ratio of note indebtedness covenant through December 31, 2020. As a consideration for this amendment, the Company also agreed to pay Third Eye Capital an amendment fee of $0.5 million to be added to the redemption fee which is due upon redemption of the Notes. Based on the Amendment No. 15, the ratio of note indebtedness covenant is waived for the quarters ended March 31, 2019, June 30, 2019, September 30, 2019 and December 31, 2019. Based on the Amendment No. 16 dated November 11, 2019, the ratio of note indebtedness covenant is waived for the quarters ended March 31, 2020, June 30, 2020, September 30, 2020 and December 31, 2020. According to ASC 470-10-45 debt covenant classification guidance, if it is probable that the Company will not be able to cure the default at measurement dates within the next 12 months, the related debt needs to be classified as current. Given the waivers are available for the ratio of note indebtedness covenant through December 31, 2020, hence the notes are classified as long term debt. On February 27, 2019, a Promissory Note (the “February 2019 Note”, together with the Original Third Eye Capital Notes, the “Third Eye Capital Notes”) for $2.1 million was advanced by Third Eye Capital to Aemetis, Inc., as a short-term credit facility for working capital and other general corporate purposes with an interest rate of 14% per annum maturing on the earlier of (a) receipt of proceeds from any financing, refinancing, or other similar transaction, (b) extension of credit by payee, as lender or as agent on behalf of certain lenders, to the Company or its affiliates, or (c) April 30, 2019. In consideration of the February 2019 Note, $0.1 million of the total proceeds were paid to Third Eye Capital as financing charges. On April 30, 2019, the February 2019 Note was modified to remove the stated maturity date and instead will be due on demand by Third Eye Capital. As of September 30, 2019, the outstanding balance of principal and interest on the February 2019 note was $2.8 million. Terms of Third Eye Capital Notes A. Term Notes B. Revolving Credit Facility C. Revenue Participation Term Notes D. Acquisition Term Notes E. Reserve Liquidity Notes The Third Eye Capital Notes contain various covenants, including but not limited to, debt to plant value ratio, minimum production requirements, and restrictions on capital expenditures. The terms of the Third Eye Capital Notes allow the lender to accelerate the maturity in the occurrence of any event that could reasonably be expected to have a material adverse effect, such as any change in the business, operations, or financial condition. The Third Eye Capital Notes are secured by first priority liens on all real and personal property of, and assignment of proceeds from all government grants and guarantees from Aemetis, Inc. The Third Eye Capital Notes all contain cross-collateral and cross-default provisions. McAfee Capital, LLC (“McAfee Capital”), 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 2021. 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 which can be paid in cash or added to the outstanding debt. As a result of 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 Subordinated Notes On July 1, 2019, the Subordinated Notes were amended to extend the maturity date until the earlier of (i) December 31, 2019; (ii) completion of an equity financing by AAFK or Aemetis in an amount of not less than $25.0 million; or (iii) after the occurrence of an Event of Default, including failure to pay interest or principal when due and breaches of note covenants. A 10% cash extension fee was paid by adding the fee to the balance of the new note and warrants to purchase 113 thousand shares of common stock were granted with a term of two years and an exercise price of $0.01 per share. We evaluated the July 1, 2019 amendment and the refinancing terms of the Subordinated Notes and applied modification accounting treatment in accordance with ASC 470-50 Debt – Modification and Extinguishment At September 30, 2019 and December 31, 2018, the Company had, in aggregate, $11.1 million net of unamortized discount costs of $0.2 million and $10.1 million in principal and interest outstanding, respectively, under the Subordinated Notes. 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 date of this filing. As of September 30, 2019, $35.0 million has been released from the escrow amount to the Company, with $0.5 million remaining in escrow and $0.5 million to be funded to escrow. As of September 30, 2019, $35.0 million in principal and $2.7 million in accrued interest was outstanding on the EB-5 Phase I Notes. On October 16, 2016, the Company launched its EB-5 Phase II funding, with plans to issue $50.0 million in additional EB-5 Notes on substantially similar terms and conditions as those issued under the Company’s EB-5 Phase I funding to refinance indebtedness and capital expenditures of Aemetis, Inc. and GAFI. The Company entered into a Note Purchase Agreement dated with Advanced BioEnergy II, LP, a California limited partnership authorized as a Regional Center to receive EB-5 Phase II investments, for the issuance of up to 100 EB-5 Notes bearing interest at 3%. Each note will be issued in the principal amount of $0.5 million and due and payable five years from the date of each note, for a total aggregate principal amount of up to $50.0 million (the “EB-5 Phase II funding”). Advanced BioEnergy II, LP arranges investments with foreign investors, who each make loans to the Riverbank Cellulosic Ethanol Facility in increments of $0.5 million. The Company has sold an aggregate principal amount of $2.5 million of EB-5 Notes under the EB-5 Phase II funding since 2016 to the date of this filing. As of September 30, 2019, $2.5 million was released from escrow to the Company and $47.5 million remains to be funded to escrow. As of September 30, 2019, $2.5 million in principal and interest was outstanding on the EB-5 Phase II Notes. Unsecured working capital loans In November 2008, the Company entered into an operating agreement with Secunderabad Oils Limited (“Secunderabad Oils”). The 2008 agreement provided the working capital and had the first priority lien on assets in return for 30% of the plant’s monthly net operating profit. These expenses were recognized as selling, general, and administrative expenses by the Company in the financials. All terms of the 2008 agreement with Secunderabad Oils were terminated to amend the agreement as below. On July 15, 2017, the agreement with Secunderabad Oils was amended to provide the working capital funds for British Petroleum business operations only in the form of inter-corporate deposit for an amount of approximately $2.3 million over a 95 days period at the rate of 14.75% per annum interest rate. The term of the agreement continues until the either party terminates it. Secunderabad Oils has a second priority lien on the assets of the Company’s Kakinada Plant after this agreement. On April 15, 2018, the agreement was amended to purchase the raw material for business operations at 12% per annum interest rate. During the nine months ended September 30, 2019 and 2018, the Company made principal and interest payments to Secunderabad Oils of approximately $0.5 million and $3.0 million, respectively. As of September 30, 2019 and December 31, 2018, the Company had $0.6 million and $0.3 million outstanding under this agreement, respectively. Variable Interest Entity (GAFI) Term loan and Revolving loan On July 10, 2017, GAFI entered into a Note Purchase Agreement (the “GAFI Note Purchase Agreement”) with Third Eye Capital (the “Noteholders”). See further discussion regarding GAFI in Note 5. Pursuant to the GAFI Note Purchase Agreement, the Noteholders agreed, subject to the terms and conditions of the GAFI Note Purchase Agreement and relying on each of the representations and warranties set forth therein, to make (i) a single term loan to GAFI in an aggregate amount of $15 million (the “GAFI Term Loan”) and (ii) revolving advances not to exceed $10.0 million in the aggregate (the “GAFI Revolving Loan”). The interest rate per annum applicable to the GAFI Term Loan is equal to ten percent (10.0%). The interest rate per annum applicable to the GAFI Revolving Loans is the greater of Prime Rate plus seven and three quarters percent (7.75%) and twelve percent (12.00%). The applicable interest rate as of September 30, 2019 was 12.75%. On June 10, 2019, notice was given to renew the maturity date of GAFI notes to July 10, 2020 by following extension terms in the GAFI Note Purchase Agreement in exchange for a fee of $0.5 million. The maturity date of the loans (“Maturity Date”) is July 10, 2020, provided that the Maturity Date may be extended at the option of GAFI for up to one additional one-year period upon prior written notice and upon satisfaction of certain conditions and the payment of a renewal fee for such extension. An initial advance under the GAFI Revolving Loan was made for $2.2 million as a prepayment of interest on the GAFI Term Loan for the first eighteen months of interest payments. In addition, a fee of $1.0 million was paid in consideration to the Noteholders. On June 28, 2018, GAFI entered into Amendment No. 1 to the GAFI Term Loan with Third Eye Capital for an additional amount of $1.5 million with a fee of $75 thousand added to the loan from Third Eye Capital at a 10% interest rate. The fee of $75 thousand was recognized as expense on the amendment date. On December 20, 2018, $1.6 million from Amendment No. 1 was repaid. Pursuant to Amendment No. 1, Aemetis, Inc. entered into a Stock Appreciation Rights Agreement to issue 1,050,000 Stock Appreciation Rights (SARs) to Third Eye Capital on August 23, 2018, with an exercise date of one year from the issuance date with a call option for the Company at $2.00 per share during the first 11 months of the agreement either to pay $2.1 million in cash or issue common stock worth $2.1 million based on the 30-day weighted average price of the stock on the call date, and a put option for Third Eye Capital at $1.00 per share during the 11th month of the agreement where the Company can redeem the SARs for $1.1 million in cash. In the event that none of the above options is exercised, the SARs will be automatically exercised one year from the issuance date based upon the 30-day weighted average stock price and paid in cash and cash equivalents. On July 22, 2019, Third Eye Capital exercised the put option at $1.00 per share for $1.1 million. The exercise value of the SARs of $1.1 million was added to the GAFI term loan and the SARs fair value liability was released. On December 3, 2018, GAFI entered into Amendment No. 2 to the GAFI Term Loan with Third Eye Capital for an additional amount of up to $3.5 million from Third Eye Capital at a 10% interest rate (the “CO2 Term Loan”). GAFI borrowed $1.8 million against this Amendment No. 2 with a $175 thousand fee added to the loan and $0.2 million was withheld from the $1.8 million for interest payments. $1.5 million is available to draw under GAFI Amendment No. 2 for the CO2 Project. Among other requirements, the Company is also required to make the following mandatory repayments of the CO2 Term Loan: (i) on a monthly basis, an amount equal to 75% of any payments received by the Company for CO2 produced by Linde LLC, (ii) an amount equal to 100% of each monthly payment received by the Company for land use by Linde for CO2 plant, and (iii) on a monthly basis, an amount equal to the product of: $0.01 multiplied by the number of bushels of corn grain used in the ethanol production at the Keyes Plant. Mandatory repayment amounts of $0.4 million is estimated to be paid in the next 12 months and is classified as current debt as of September 30, 2019. We evaluated the Amendment No. 2 to the GAFI Term Loan and applied modification accounting treatment in accordance with ASC 470-50 Debt – Modification and Extinguishment As of September 30, 2019, GAFI had $18.9 million, net of debt issuance costs of $0.5 million, outstanding on the Term Loan and $10.4 million outstanding on the Revolving Loan respectively. Debt repayments for the Company’s loan obligations follow: Twelve months ended September 30, Debt Repayments 2020 $ 22,476 2021 166,815 2022 3,500 2023 1,836 2024 2,500 Total debt 197,127 Debt issuance costs (1,589 ) Total debt, net of debt issuance costs $ 195,538 |
5. Variable Interest Entity
5. Variable Interest Entity | 9 Months Ended |
Sep. 30, 2019 | |
Variable Interest Entity | |
5. Variable Interest Entity | GAFI was formed to acquire the partially completed Goodland ethanol plant in Goodland, Kansas. GAFI entered into the GAFI Note Purchase Agreement with Third Eye Capital to acquire the plant. GAFI, the Company and its subsidiary AAPK also entered into separate GAFI Intercompany Notes, pursuant to which GAFI may, from time to time, lend a portion of the proceeds of the GAFI Revolving Loan incurred under the GAFI Note Purchase Agreement to the Company. Aemetis, Inc. and AAPK (in such capacity, the “GAFI Guarantors”) also agreed to enter into a limited guaranty (the “GAFI Limited Guaranty”). Pursuant to the GAFI Limited Guaranty, the Guarantors agreed to guarantee the prompt payment and performance of all unpaid principal and interest on the GAFI Loans and all other obligations and liabilities of GAFI to the GAFI Noteholders in connection with the GAFI Note Purchase Agreement. The obligations of the GAFI Guarantors pursuant to the GAFI Limited Guaranty are secured by a first priority lien over all assets of the GAFI Guarantors pursuant to separate general security agreements entered into by each GAFI Guarantor. The aggregate obligations and liabilities of each GAFI Guarantor is limited to the sum of (i) the aggregate amount advanced by GAFI to such GAFI Guarantor under and in accordance with the GAFI Intercompany Notes and (ii) the obligation of the GAFI Guarantor pursuant to its indemnity and expense obligations under the GAFI Limited Guaranty prior to the date on which the option under the GAFI Option Agreement is exercised. Additionally, on July 10, 2017, the Company entered into the GAFI Option Agreement by and between GAFI and the sole shareholder of GAFI, pursuant to which the Company was granted an irrevocable option to purchase all, but not less than all, of the capital stock of GAFI for an aggregate purchase price equal to $0.01 per share for a total purchase price of $10.00 (such option, the “GAFI Option”). The GAFI Option provides for automatic triggering in the event of certain default circumstances. After the automatic exercise upon default, the GAFI Limited Guaranty no longer applies and the GAFI Guarantors are responsible for the outstanding balances of the GAFI Term Loan and the GAFI Revolving Loan. Additionally, Third Eye Capital was granted a warrant for the purchase of 250 shares, representing 20% of the outstanding shares of GAFI, for a period of 10 years at an exercise price of $0.01 per share. The sole shareholder of GAFI received 100,000 shares of common stock of the Company as consideration. On July 10, 2017, the Company issued the 100,000 shares and recognized $0.1 million of stock compensation expense during the year ended December 31, 2017. After consideration of the above agreements, we concluded that GAFI did not have sufficient equity to finance its activities without additional subordinated financial support. Additionally, GAFI’s shareholder did not have a controlling financial interest in the entity. Hence, we concluded that GAFI is a VIE. The primary beneficiary of a VIE is the party that has both the power to direct the activities that most significantly affect the economic performance of the VIE and the obligation to absorb losses or receive benefits that could potentially be significant to the VIE. In determining whether the Company is the primary beneficiary, a number of factors are considered, including the structure of the entity, contractual provisions that grant any additional rights to influence or control the economic performance of the VIE, and obligation to absorb significant losses. Through providing the GAFI Limited Guaranty and signing the GAFI Option Agreement, the Company took the risks related to operations, financing the Goodland Plant, and agreed to meet the financial covenants for GAFI to be in existence. Based upon this assessment, the Company has the power to direct the activities of GAFI and has been determined to be the primary beneficiary of GAFI and accordingly, the assets, liabilities, and operations of GAFI are consolidated into those of the Company. The following are the Balance Sheets and Statements of Operations of GAFI: As of September 30, 2019 December 31, 2018 Assets Current assets: Cash and cash equivalents $ 4 $ 17 Prepaid expenses 25 215 Other assets - 103 Total current assets 29 335 Property, plant and equipment 15,408 15,408 Promissory note receivable from Aemetis 6,659 6,182 Total assets $ 22,096 $ 21,925 Liabilities and stockholder deficit Other accrued liabilities $ 295 $ 44 Secured and revolving notes 29,373 26,621 Total liabilities 29,668 26,665 Accumulated deficit (7,572 ) (4,740 ) Total liabilities and stockholder deficit $ 22,096 $ 21,925 Goodland Advanced Fuels, Inc. Statements of Operations Three months ended For the nine months ended September 30, 2019 September 30, 2018 September 30, 2019 September 30, 2018 Other Expenses Selling, general and administrative expenses $ 103 $ 89 $ 315 $ 321 Operating loss (103 ) (89 ) (315 ) (321 ) Interest expense Interest rate expense 800 739 2,304 2,106 Debt related fees and amortization expense 167 168 694 493 Other income (170 ) (204 ) (481 ) (534 ) Net loss $ (900 ) $ (792 ) $ (2,832 ) $ (2,386 ) |
6. Biogas LLC - Series A Prefer
6. Biogas LLC - Series A Preferred Financing | 9 Months Ended |
Sep. 30, 2019 | |
Stockholders' deficit: | |
6. Biogas LLC - Series A Preferred Financing | On December 20, 2018, Aemetis Biogas LLC (the “ABGL”) entered into a Series A Preferred Unit Purchase Agreement (the “Preferred Unit Agreement”) by selling Series A preferred Units to Protair-X Americas, Inc. (the “Purchaser”), with Third Eye Capital acting as an agent for the purchaser (the “Agent”). ABGL plans to construct and collect biogas from dairies located near the Keyes Plant (the “CO2 Project”). Biogas is a blend of methane along with CO2 and other impurities that can be captured from dairies, landfills and other sources. After a gas cleanup and compression process, biogas can be converted into bio-methane, which is a direct replacement of petroleum natural gas and can be transported in existing natural gas pipelines. ABGL is authorized to issue 11,000,000 Common Units, and up to 6,000,000 convertible, redeemable, secured, preferred membership units (the “Series A Preferred Units”). ABGL issued 6,000,000 Common Units to the Company. ABGL also issued 1,660,000 Series A Preferred Units to the Purchaser for $8,300,000 with the ability to issue an additional 4,340,000 Series A Preferred Units at $5.00 per Unit for a total of up to $30,000,000 in funding. Additionally, 5,000,000 common units are held in reserve as potential conversion units issuable to the Purchaser upon certain triggering events discussed below. The Preferred Unit Agreement includes (i) preference payments of $0.50 per unit on the outstanding Series A Preferred Units commencing on the second anniversary, (ii) conversion rights for up to 1,200,000 common units or up to maximum number of 5,000,000 common units (also at a one Series A Preferred Unit to one Common Unit basis) if certain triggering events occur, (iv) one Board seat of the three available to be elected by Preferred Unit holders, (iii) mandatory redemption value at $15 per unit payable at an amount equal to 75% of free cash flow generated by ABGL, up to $90 million in the aggregate (if all units are issued), (iv) full redemption of the units on the sixth anniversary, (v) minimum cash flow requirements from each digester, and (vi) $0.9 million paid as fees to the Agent from the proceeds. Triggering events occur upon ABGL’s failure to redeem units, comply with covenants, any other defaults or cross defaults, or to perform representations or warranties. Upon a triggering event: (i) the obligation of the Purchaser to purchase additional Series A Preferred Units is terminated, (ii) cash flow payments for redemption payments increases from 75% to 100% of free cash flows, and (iii) total number of common units into which preferred units may be converted increases from 1,200,000 common units to 5,000,000 common units on a one for one basis. Pursuant to signing the agreement with the Purchaser, the ABGL issued 1,660,000 Series A Preferred Units for an amount of $8.3 million in first tranche of investment. ABGL paid $6.0 million of this amount to Aemetis, Inc. in the form of management fees for managing and executing the Project. We assessed the above terms and concluded that the minority shareholders lacks substantive participating rights, principally based on the ownership percentage, manager representation, and expertise in the industry. Therefore, ABGL is controlled by Aemetis, Inc. and accordingly consolidated into the Company. The Series A Preferred Units are recorded as mandatorily redeemable and treated as a liability as the conversion option was deemed to be non-substantive. The Company is accreting up to the redemption value of $24.9 million over the estimated future cash flow periods of six years using the effective interest method. In addition, the Company identified freestanding future tranche rights and the accelerated redemption feature related to a change in control provision as derivatives which required bifurcation. These derivative features were assessed to have minimal value as of September 30, 2019 and December 31, 2018 based on the evaluation of the other conditions included in the agreement. On June 21, 2019, ABGL issued 50,000 Series A Preferred Units for incremental proceeds of $250 thousand as part of the first tranche of the Series A Preferred Unit Agreement. Consistent with the first issuance, the units are treated as a liability as the conversion option was deemed to be non-substantive. The Company is accreting up to the redemption value of $750 thousand over the estimated future cash flow periods of six years from the original anniversary date using the effective interest method. On July 16, 2019 and August 29, 2019, ABGL issued 186,000 and 109,000 Series A Preferred Units, respectively, for incremental proceeds of $1.5 million as part of the first tranche of the Series A Preferred Unit Agreement. Consistent with the previous issuances, the units are treated as a liability as the conversion option was deemed to be non-substantive. The Company is accreting up to the redemption value of $4.4 million over the estimated future cash flow periods of six years from the original anniversary date using the effective interest method. As of September 30, 2019 and December 31, 2018, the Company recorded $10.2 million and $7.0 million outstanding under this agreement. |
7. Leases
7. Leases | 9 Months Ended |
Sep. 30, 2019 | |
Leases [Abstract] | |
7. Leases | In February 2016, the FASB established Topic 842, Leases, by issuing Accounting Standards Update (ASU) No. 2016-02, which requires lessees to recognize leases on-balance sheet and disclose key information about leasing arrangements. Topic 842 was subsequently amended by ASU No. 2018-01, Land Easement Practical Expedient for Transition to Topic 842; ASU No. 2018-10, Codification Improvements to Topic 842, Leases; and ASU No. 2018-11, Targeted Improvements. The new standard establishes a right-of-use model (ROU) that requires a lessee to recognize a ROU asset and lease liability on the balance sheet for all leases. Leases will be classified as finance or operating, with classification affecting the pattern and classification of expense recognition in the income statement. The new standard was effective for us on January 1, 2019. We adopted the new standard on its effective date. A modified retrospective transition approach was required, applying the new standard to all leases existing at the date of initial application. An entity may choose to use either (1) its effective date or (2) the beginning of the earliest comparative period presented in the financial statements as its date of initial application. We adopted the new standard on January 1, 2019 and used the effective date as our date of initial application. Consequently, financial information will not be updated and the disclosures required under the new standard will not be provided for dates and periods before January 1, 2019. The new standard provides a number of optional practical expedients in transition. We elected the ‘package of practical expedients’, which permits us not to reassess under the new standard our prior conclusions about lease identification, lease classification and initial direct costs. We did not elect the practical expedient pertaining to land easements. We made an accounting policy election to keep leases with an initial term of 12 months or less off of the balance sheet. We will recognize those lease payments in the Consolidated Statements of Operations as we incur the expenses. This standard had a material effect on our consolidated balance sheet due to the recognition of right-of-use assets and lease liabilities. However, it did not have a material impact on the Consolidated Statement of Operations. After assessment of this standard on our Company wide agreements and arrangements, we have identified assets as the corporate office, warehouse, monitoring equipment and laboratory facilities which we have control over these identified assets and obtain economic benefits fully. We classified these identified assets as operating leases after assessing the terms under classification guidance. Our leases have remaining lease terms of 1 year to 3 years. We have only one lease that has option to extend, we have concluded that it is not reasonably certain that we would exercise the option to extend the lease. Therefore, as of the lease commencement date, our lease terms generally did not include these options. We include options to extend the lease when it is reasonably certain that we will exercise that option. We have an equipment lease with extension options which the Company likely to extend, however, the equipment is billed based on the hours it is used in the period. According to the guidance, the variable payments based on other than index or rate, are to be expensed in the period incurred. The equipment cost is recognized as it is incurred. The corporate office has a sublease agreement in which we are a sub lessor and the term of the lease is for five months and then becomes month to month. We did not have any separate lease components in any of the leases and the property taxes and insurance charges are based on a variable rate in our real estate leases, hence we did not include them in the lease payments as in substance fixed payments. When discount rates implicit in leases cannot be readily determined, the Company uses the applicable incremental borrowing rate at lease commencement to perform lease classification tests on lease components and to measure lease liabilities and ROU assets. The incremental borrowing rate used by the Company was based on weighted average baseline rates commensurate with the Company’s secured borrowing rate, over a similar term. At each reporting period when there is a new lease initiated, the rates established for that quarter will be used. Upon adoption of the standard, we recognized additional operating liabilities of $1.2 million, with corresponding ROU assets of the same amount based on the present value of the remaining minimum lease payments for existing operating leases. The components of lease expense and sublease income was as follows: Three months ended September 30, 2019 Nine months ended September 30, 2019 Operating lease expense $ 219 $ 543 Short term lease expense 18 71 Variable lease expense 31 80 Sub lease income (50 ) (118 ) Total lease cost $ 218 $ 576 Supplemental non-cash flow information related to right-of-use asset and lease liabilities was as follows for the three and nine months ended September 30, 2019: Three months ended September 30, 2019 Nine months ended September 30, 2019 Accretion of the lease liability $ 31 $ 107 Amortization of right-of-use assets $ 151 $ 438 Weighted Average Remaining Lease Term Operating Leases 1.6 years Weighted Average Discount Rate Operating Leases 14.7% Supplemental balance sheet information related to leases was as follows: As of September 30, 2019 Operating lease right-of-use assets $ 743 Operating lease liabilities: Short term lease liability $ 502 Long term lease liability $ 288 Maturities of operating lease liabilities were as follows: Twelve months ended September 30, Operating leases 2020 $ 593 2021 203 2022 88 Total lease payments $ 884 Less imputed interest (94 ) Total operating lease liability $ 790 |
8. Stock-Based Compensation
8. Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2019 | |
Share-based Payment Arrangement, Noncash Expense [Abstract] | |
8. Stock Based Compensation | 2019 Plan On April 29, 2019, the Aemetis 2019 Stock Plan (the “2019 Stock Plan”) was approved by stockholders of the Company. This plan permits the grant of Incentive Stock Options, Non-Statutory Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance Units, Performance Shares and other stock or cash awards as the Administrator may determine in its discretion. The 2019 Stock Plan’s term is 10 years and supersedes all prior plans. The 2019 Stock Plan authorized the issuance of 200,000 shares of common stock for the 2019 calendar year, in addition to permitting transferring and granting any available and unissued or expired options under the Amended and Restated 2007 Stock Plan in an amount up to 177,246 options. On June 6, 2019, 374,000 option grants were issued to employees and directors under the 2019 Stock Plan. These options expire ten years from the date of grant. Employee grants have a general vesting term of 1/12th every three months and are exercisable at any time after vesting subject to continuation of employment. Option grants for directors had immediate vesting with 10-year term expiration. With the approval of the 2019 Stock Plan, the Zymetis 2006 Stock Plan and Amended and Restated 2007 Stock Plan (together with the 2019 Stock Plan, the “Company Stock Plans”) are terminated for granting any options under either plan. However, any options granted before the 2019 Stock Plan approved will remain outstanding and can be exercised, and any expired options will be available to grant under the 2019 Stock Plan. On January 8, 2019, 707,000 stock option grants were issued for employees and directors under the Amended and Restated 2007 Stock Plan. On February 21, 2019, 10,000 stock option grants were issued to a consultant by the Company. As of September 30, 2019, 3.8 million options are outstanding under the Company Stock Plans. Inducement Equity Plan Options In March 2016, the Board of Directors of the Company (the “Board”) approved an Inducement Equity Plan authorizing the issuance of 100,000 non-statutory stock options to purchase common stock. On June 6, 2019, 25,000 option grants were made under the Inducement Equity Plan to employees. As of September 30, 2019, 25,000 options were outstanding under the Inducement Equity Plan. Common Stock Reserved for Issuance The following is a summary of options granted under the Company Stock Plans: Shares Available for Grant Number of Shares Outstanding Weighted-Average Exercise Price Balance as of December 31, 2018 149 2,889 $ 1.80 Authorized 855 - - Granted (1,116 ) 1,116 0.78 Exercised - - - Forfeited/expired 190 (190 ) 3.11 Balance as of September 30, 2019 78 3,815 $ 1.44 As of September 30, 2019, there were 2.6 million options vested under all the Company Stock Plans. Stock-based compensation for employees Stock-based compensation is accounted for in accordance with the provisions of ASC 718, Compensation-Stock Compensation For the three months ended September 30, 2019 and 2018, the Company recorded stock compensation expense in the amount of $144 thousand and $202 thousand, respectively. For the nine months ended September 30, 2019 and 2018, the Company recorded stock compensation expense in the amount of $630 thousand and $783 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 zero due to the small number of plan participants and the plan. There were no stock options granted during the three months ended September 30, 2019. As of September 30, 2019, the Company had $0.9 million of total unrecognized compensation expense for employees that the Company will amortize over the 1.96 years of weighted average remaining term. |
9. Agreements
9. Agreements | 9 Months Ended |
Sep. 30, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
9. Agreements | Working Capital Arrangement. The J.D. Heiskell sales activity associated with the Corn Procurement and Working Capital Agreement for the three and nine months ended September 30, 2019 and 2018 are as follows: As of and for the three months ended September 30, As of and for the nine months ended September 30, 2019 2018 2019 2018 Ethanol sales $ 27,456 $ 29,661 $ 84,453 $ 88,002 Wet distiller's grains sales 8,783 8,116 26,119 24,443 Corn oil sales 934 714 2,586 2,530 Corn purchases 30,446 27,786 90,426 84,291 Accounts receivable 1,066 1,079 1,066 1,079 Accounts payable 2,484 2,416 2,484 2,416 Ethanol and Wet Distillers Grains Marketing Arrangement. As of September 30, 2019, the Company has forward sales commitments for approximately 81,000 tons of WDG. These committed sales will be expected through December 2019. |
10. Segment Information
10. Segment Information | 9 Months Ended |
Sep. 30, 2019 | |
Segment Reporting [Abstract] | |
10. Segment Information | Aemetis recognizes two reportable geographic segments: “North America” and “India.” The “North America” operating segment includes the Keyes Plant in Keyes, the cellulosic ethanol facility in Riverbank, the cluster of biogas digesters on dairies near the Keyes Plant, the Goodland Plant in Kansas, and the research and development facility in Minnesota. The “India” operating segment includes the Company’s 50 million gallon per year nameplate capacity biodiesel manufacturing plant (“Kakinada Plant”), 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, 2019 and 2018 follows: Three months ended September 30, 2019 Three months ended September 30, 2018 North America India Total Consolidated North America India Total Consolidated Revenues $ 37,820 $ 19,569 $ 57,389 $ 38,576 $ 6,059 $ 44,635 Cost of goods sold 37,990 15,417 53,407 36,147 5,820 41,967 Gross profit (loss) (170 ) 4,152 3,982 2,429 239 2,668 Other Expenses Research and development expenses 37 - 37 74 - 74 Selling, general and administrative expenses 2,716 1,813 4,529 3,645 248 3,893 Interest expense 6,293 49 6,342 5,261 150 5,411 Accretion of Series A preferred units 589 - 589 - - - Other income (265 ) (24 ) (289 ) (55 ) (6 ) (61 ) Income (loss) before income taxes $ (9,540 ) $ 2,314 $ (7,226 ) $ (6,496 ) $ (153 ) $ (6,649 ) Capital expenditures $ 3,664 $ 351 $ 4,015 $ 703 $ 24 $ 727 Depreciation 942 161 1,103 992 166 1,158 For the nine months ended September 30, 2019 For the nine months ended September 30, 2018 North America India Total Consolidated North America India Total Consolidated Revenues $ 113,942 $ 35,954 $ 149,896 $ 115,380 $ 17,301 $ 132,681 Cost of goods sold 113,440 29,552 142,992 109,208 16,171 125,379 Gross profit 502 6,402 6,904 6,172 1,130 7,302 Other Expenses Research and development expenses 160 - 160 191 - 191 Selling, general and administrative expenses 9,972 2,743 12,715 10,580 709 11,289 Interest expense 18,805 332 19,137 19,344 446 19,790 Accretion of Series A preferred units 1,509 - 1,509 - - - Loss contingency on litigation 6,200 - 6,200 - - - Other expense (income) (228 ) (773 ) (1,001 ) (12 ) 14 2 Income (loss) before income taxes $ (35,916 ) $ 4,100 $ (31,816 ) $ (23,931 ) $ (39 ) $ (23,970 ) Capital expenditures $ 4,249 $ 804 $ 5,053 $ 1,760 $ 738 $ 2,498 Depreciation 2,883 454 3,337 2,976 481 3,457 North America. During the three and nine months ended September 30, 2018, the Company’s revenues from ethanol, WDG, and corn oil were earned pursuant to the Corn Procurement and Working Capital Agreement established between the Company and J.D. Heiskell. Sales of ethanol, WDG, and corn oil to J.D. Heiskell accounted for 99.8% and 99.6% of the Company’s North America segment revenues for the three and nine months ended September 30, 2018, respectively. India During the nine months ended September 30, 2019, three biodiesel customers accounted for 29%, 18%, and 15% and no refined glycerin customers accounted for more than 10% of consolidated India segment revenues, compared to two biodiesel customers accounted for 55% and 13% and no refined glycerin customers accounted for more than 10% of consolidated India segment revenues during the nine months ended September 30, 2018. Total assets consist of the following: As of September 30, December 31, 2019 2018 North America $ 79,180 $ 78,149 India 17,503 13,672 Total Assets $ 96,683 $ 91,821 |
11. Related Party Transactions
11. Related Party Transactions | 9 Months Ended |
Sep. 30, 2019 | |
Related Party Transactions [Abstract] | |
11. Related Party Transactions | The Company owes Eric McAfee $0.4 million in connection with employment agreements and expense reimbursements previously accrued as salaries expense and accrued liabilities. The balance accrued related to these employment agreements was $0.4 million as of September 30, 2019 and December 31, 2018. For the three months ended September 30, 2019 and 2018, the Company expensed $1 thousand and $13 thousand, respectively, to reimburse actual expenses incurred by McAfee Capital and related entities. For the nine months ended September 30, 2019 and 2018, the Company expensed $22 thousand and $38 thousand, respectively, to reimburse actual expenses incurred by McAfee Capital and related entities. The Company previously prepaid $0.2 million to Redwood Capital, a company controlled by Eric McAfee, for the Company’s use of flight time on a corporate jet. As of September 30, 2019, $0.1 million remained as a prepaid expense. As consideration for the reaffirmation of guaranties required by Amendments No. 13 and 14 to the Note Purchase Agreement entered into by the Company with Third Eye Capital on March 1, 2017 and March 27, 2018 respectively, the Company also agreed to pay $0.2 million for each year in consideration to McAfee Capital in exchange for their willingness to provide the guaranties. The balance of $354 thousand and $400 thousand for guaranty fee remained as an accrued liability as of September 30, 2019 and December 31, 2018 respectively. The Company owes various members of its Board amounts totaling $1.2 million and $1.1 million as of September 30, 2019 and December 31, 2018, respectively, in connection with board compensation fees, which are included in accounts payable on the balance sheet. For the three months ended September 30, 2019 and 2018, the Company expensed $96 thousand and $87 thousand respectively, in connection with board compensation fees. For the nine months ended September 30, 2019 and 2018, the Company expensed $294 thousand and $264 thousand respectively, in connection with board compensation fees. |
12. Management's Plan
12. Management's Plan | 9 Months Ended |
Sep. 30, 2019 | |
Cilion shareholder Seller note payable | |
12. 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 required to remit substantially all excess cash from operations to the senior lender and it is therefore reliant on the senior lender to provide additional funding when required. In order to meet its obligations during the next 12 months, the Company will need to either refinance the Company’s debt or receive the continued cooperation of the senior lender. This dependence on the senior lender raises substantial doubt about the entity’s ability to continue as a going concern. The Company plans to pursue the following strategies to improve the course of the business: ● Operate the Keyes Plant and continue to improve operational performance, including the adoption of new technologies or process changes that allow for energy efficiency, cost reduction or revenue enhancements to the current operations. ● Expand the ethanol sold at the Keyes Plant to include the cellulosic ethanol to be generated at the Riverbank Cellulosic Ethanol Facility, a cellulosic ethanol production facility in nearby Riverbank, California, and to utilize lower cost, non-food advanced feedstocks to significantly increase margins by 2020. ● Monetize the CO2 produced at the Keyes Plant by executing on the agreement with Linde for the delivery of gas to their neighboring facility to be built during 2019. ● Construct and operate biogas digesters to capture and monetize biogas by 2020. ● Raise the funds necessary to construct and operate the Riverbank Cellulosic Ethanol Facility using the licensed technology from LanzaTech and InEnTec Technology to generate federal and state carbon credits available for ultra-low carbon fuels. ● Secure higher volumes of shipments of fuels at the India plant by developing the sales channels and expanding the existing domestic markets. ● Continue to locate funding for existing and new business opportunities through a combination of working with our senior lender, restructuring existing loan agreements, selling the current offering for $50 million from the Phase II EB-5 program, or by vendor financing arrangements. |
1. Nature of Activities and S_2
1. Nature of Activities and Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2019 | |
Accounting Policies [Abstract] | |
Nature of Activities | Nature of Activities We also lease a site in Riverbank, California, near the Keyes Plant, where we plan to utilize biomass-to-fuel technology that we have licensed from LanzaTech Technology (“LanzaTech”) and InEnTec Technology (“InEnTec”) to build a cellulosic ethanol production facility (the “Riverbank Cellulosic Ethanol Facility”) capable of converting local California surplus biomass – principally agricultural waste – into ultra-low carbon renewable cellulosic ethanol. By producing ultra-low carbon renewable cellulosic ethanol, we expect to capture higher value D3 cellulosic renewable identification numbers (“RINs”) and California’s Low Carbon Fuel Standard (“LCFS”) credits. In December 2018, we acquired a 5.2-acre parcel of land for the construction of a facility by Linde LLC industrial gas company to sell carbon dioxide (“CO2”) produced at the Keyes Plant, which will add incremental income for the North America segment. During 2018, Aemetis Biogas, LLC (“ABGL”) was formed to construct bio-methane digesters at local dairies near the Keyes Plant, many of whom are already customers of the distillers’ grain produced at the Keyes Plant. The digesters are connected by a pipeline to a gas cleanup and compression facility to produce Renewable Natural Gas (“RNG”). ABGL currently has signed participation agreements with over a dozen local dairies and three fully executed leases with dairies near the Keyes Plant in order to capture their methane, which would otherwise be released into the atmosphere, primarily from manure wastewater lagoons. We plan to capture biogas from multiple dairies and pipe the gas to a centralized location at our Keyes Plant where we will remove the impurities of the methane and clean it into bio-methane for injection into the local utility pipeline or to a renewable compressed natural gas (“RCNG”) truck loading station that will service local trucking fleets to displace diesel fuel. The biogas can also be used in our Keyes Plant to displace petroleum-based natural gas. The environmental benefits of the ABGL project are potentially significant because dairy biogas has a negative carbon intensity (“CI”) under the California LCFS. The biogas produced by ABGL will also receive D3 RINs under the federal Renewable Fuel Standard (“RFS”). |
Basis of Presentation and Consolidation | Basis of Presentation and Consolidation The accompanying consolidated condensed balance sheet as of September 30, 2019, the consolidated condensed statements of operations and comprehensive loss for the three and nine months ended September 30, 2019 and 2018, the consolidated condensed statements of cash flows for the nine months ended September 30, 2019 and 2018, and the consolidated condensed statements of stockholders’ deficit for the three and nine months ended September 30, 2019 and 2018 are unaudited. The consolidated condensed balance sheet as of December 31, 2018 was derived from the 2018 audited consolidated financial statements and notes thereto. The consolidated condensed financial statements in this report should be read in conjunction with the 2018 audited consolidated financial statements and notes thereto included in the Company’s annual report on Form 10-K for the year ended December 31, 2018. 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, 2019 and 2018 have been prepared on the same basis as the audited consolidated statements as of December 31, 2018 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, 2019 are not necessarily indicative of the operating results for any subsequent quarter, for the full fiscal year or any future periods. |
Use of Estimates | Use of Estimates |
Revenue Recognition | Revenue Recognition We have elected to adopt the practical expedient that allows for ignoring the significant financing component of a contract when estimating the transaction price when the transfer of promised goods to the customer and customer payment for such goods are expected to be within one year of contract inception. Further, we have elected to adopt the practical expedient in which incremental costs of obtaining a contract are expensed when the amortization period would otherwise be less than one year. North America: The below table shows our sales in North America by product category: North America (in thousands) For the three months ended September 30, For the nine months ended September 30, 2019 2018 2019 2018 Ethanol sales $ 27,456 $ 29,661 $ 84,453 $ 88,002 Wet distiller's grains sales 8,783 8,116 26,119 24,443 Other sales 1,581 799 3,370 2,935 $ 37,820 $ 38,576 $ 113,942 $ 115,380 We also assessed principal versus agent criteria as we buy our feedstock from our customers and process and sell finished goods to those customers in some contractual agreements. In North America, we buy corn as feedstock in producing ethanol from our working capital partner J.D. Heiskell and we sell all ethanol, WDG, and corn oil produced in this process to J.D. Heiskell. Our finished goods tank is leased by J.D. Heiskell and they require us to transfer legal title to the product upon transfer of our finished ethanol to this location. We consider the purchase of corn as a cost of goods sold and the sale of ethanol upon transfer to the finished goods tank as revenue on the basis that (i) we control and bear the risk of gain or loss on the processing of corn which is purchased at market prices into ethanol and (ii) we have legal title to the goods during the processing time. The pricing for both corn and ethanol is set independently. Revenues from sales of ethanol and its co-products are billed net of the related transportation and marketing charges. The transportation component is accounted for in cost of goods sold and the marketing component is accounted for in sales, general and administrative expense. Transportation and marketing charges are known within days of the transaction and are recorded at the actual amounts. The Company has elected an accounting policy under which these charges have been treated as fulfillment activities provided after control has transferred. As a result, these charges are recognized in cost of goods sold and selling, general and administrative expenses, respectively, when revenue is recognized. Revenues are recorded at the gross invoiced amount. Hence, we are the principal in North America sales scenarios where our customer and vendor may be the same. We have a contract liability of $0.4 million as of September 30, 2019, in connection with a contract with a customer to sell LCFS credits produced from April 1, 2019 to May 21, 2019. However, the credits were not transferred to the customer until October 2, 2019 while we received cash in advance. India: The below table shows our sales in India by product category: India (in thousands) For the three months ended September 30, For the nine months ended September 30, 2019 2018 2019 2018 Biodiesel sales $ 17,057 $ 5,206 $ 32,201 $ 13,548 Refined Glycerin sales 951 853 2,186 3,753 Other sales 1,561 - 1,567 - $ 19,569 $ 6,059 $ 35,954 $ 17,301 We also assessed principal versus agent criteria as we buy our feedstock from our customers and process and sell finished goods to those customers in some contractual agreements. In India, we occasionally enter into contracts where we purchase feedstock from the customer, process the feedstock into biodiesel, and sell to the same customer. In those cases, we receive the legal title to feedstock from our customers once it is on our premises. We control the processing and production of biodiesel based on contract terms and specifications. The pricing for both feedstock and biodiesel is set independently. We hold the title and risk to biodiesel according to agreements we enter into in these situations. Hence, we are the principal in India sales scenarios where our customer and vendor may be the same. |
Cost of Goods Sold | Cost of Goods Sold |
Accounts Receivable | 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 it requires attempted contacts with the customer at specified intervals. If, after a specified number of days, the Company has been unsuccessful in its collection efforts, a bad debt allowance is recorded for the balance in question. Delinquent accounts receivable are charged against the allowance for doubtful accounts once un-collectability has been determined. The factors considered in reaching this determination are the apparent financial condition of the customer and the Company’s success in contacting and negotiating with the customer. If the financial condition of the Company’s customers were to deteriorate, additional allowances may be required. We did not reserve any balance for allowances for doubtful accounts as of September 30, 2019 and December 31, 2018. |
Inventories | Inventories |
Property, Plant and Equipment | Property, Plant and Equipment 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, |
California Energy Commission Technology Demonstration Grant | California Energy Commission Technology Demonstration Grant |
California Department of Food and Agriculture Dairy Digester Research and Development Grant | California Department of Food and Agriculture Dairy Digester Research and Development Grant |
California Energy Commission Low Carbon Advanced Ethanol Grant Program | California Energy Commission Low Carbon Advanced Ethanol Grant Program |
Basic and Diluted Net Loss per Share | Basic and Diluted Net 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, 2019 and 2018: As of September 30, 2019 September 30, 2018 Series B preferred (post split basis) 132 132 Common stock options and warrants 3,910 2,990 Debt with conversion feature at $30 per share of common stock 1,255 1,228 SARs conversion if stock issued at $1.11 per share to cover $2.1 million - 1,893 Total number of potentially dilutive shares excluded from the diluted net loss per share calculation 5,297 6,243 |
Comprehensive Loss | Comprehensive Loss. Comprehensive Income |
Foreign Currency Translation/Transactions | Foreign Currency Translation/Transactions. |
Operating Segments | Operating Segments. The “North America” operating segment includes the Company’s 60 million gallons per year capacity Keyes Plant in California, the cellulosic ethanol facility in Riverbank, the cluster of biogas digesters on dairies near the Keyes Plant, the Goodland Plant in Kansas and the research and development facility in Minnesota. The “India” operating segment encompasses the Company’s 50 million gallon per year capacity Kakinada Plant in India, the administrative offices in Hyderabad, India, and the holding companies in Nevada and Mauritius. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments. |
Share-Based Compensation | Share-Based Compensation. Stock Compensation |
Leases | Leases We assessed all leases, equipment rentals, and supply agreements under this guidance. We adopted the standard as of January 1, 2019 using the optional transition relief approach. We elected the practical expedients permitted under the transition guidance within the new standard, which among other things, allows us to carryforward the historical lease classification. We made an accounting policy election to keep leases with a term of 12 months or less off of the balance sheet. We recognized those lease payments in the Consolidated Statements of Operations on a straight-line basis over the lease term. Please refer to Note 7 for additional information regarding the Company’s adoption of ASC 842 and outstanding leases. |
Commitments and Contingencies | Commitments and Contingencies. Contingencies The Company entered into a payment plan with Stanislaus County for unpaid property taxes on June 28, 2018 by paying $1.5 million as a first payment. Under the annual payment plan, the Company is set to pay 20% of the outstanding redemption amount, in addition to the current year property taxes and any interest incurred on the unpaid balance to date annually, on or before April 10 starting in 2019. This payment was not made on April 10, 2019. The full tax amount is now due and the property is subject to a process by the county that ranges from the collection of all past due taxes to the potential sale of the asset. As of September 30, 2019, the balance in property tax accrual was $4.2 million. In connection with dismissed lawsuit based on EdenIQ’s wrongful termination of a merger agreement, the Company and EdenIQ filed motions for attorney’s fees and costs in February 2019. On July 24, 2019, the court granted $6.2 million of attorney’s fees and costs to EdenIQ. As a result, a $6.2 million loss on contingency was recorded within the Company’s consolidated financial statements as of September 30, 2019. |
Debt Modification Accounting | Debt Modification Accounting Debt – Modification and Extinguishments |
Convertible Instruments | Convertible Instruments |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements |
1. Nature of Activities and S_3
1. Nature of Activities and Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Accounting Policies [Abstract] | |
Disaggregation of revenue | North America (in thousands) For the three months ended September 30, For the nine months ended September 30, 2019 2018 2019 2018 Ethanol sales $ 27,456 $ 29,661 $ 84,453 $ 88,002 Wet distiller's grains sales 8,783 8,116 26,119 24,443 Other sales 1,581 799 3,370 2,935 $ 37,820 $ 38,576 $ 113,942 $ 115,380 India (in thousands) For the three months ended September 30, For the nine months ended September 30, 2019 2018 2019 2018 Biodiesel sales $ 17,057 $ 5,206 $ 32,201 $ 13,548 Refined Glycerin sales 951 853 2,186 3,753 Other sales 1,561 - 1,567 - $ 19,569 $ 6,059 $ 35,954 $ 17,301 |
Schedule of dilutive securities | As of September 30, 2019 September 30, 2018 Series B preferred (post split basis) 132 132 Common stock options and warrants 3,910 2,990 Debt with conversion feature at $30 per share of common stock 1,255 1,228 SARs conversion if stock issued at $1.11 per share to cover $2.1 million - 1,893 Total number of potentially dilutive shares excluded from the diluted net loss per share calculation 5,297 6,243 |
2. Inventories (Tables)
2. Inventories (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Inventory Disclosure [Abstract] | |
Schedule of inventories | September 30, 2019 December 31, 2018 Raw materials $ 979 $ 3,647 Work-in-progress 1,285 1,327 Finished goods 1,257 1,155 Total inventories $ 3,521 $ 6,129 |
3. Property, Plant and Equipm_2
3. Property, Plant and Equipment (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property, plant and equipment | September 30, 2019 December 31, 2018 Land $ 4,108 $ 4,116 Plant and buildings 83,244 82,445 Furniture and fixtures 1,093 1,056 Machinery and equipment 4,207 3,928 Construction in progress 8,076 3,581 GAFI property, plant & equipment 15,408 15,408 Total gross property, plant & equipment 116,136 110,534 Less accumulated depreciation (35,293 ) (32,042 ) Total net property, plant & equipment $ 80,843 $ 78,492 |
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, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of debt | September 30, 2019 December 31, 2018 Third Eye Capital term notes $ 7,022 $ 7,024 Third Eye Capital revolving credit facility 58,742 47,225 Third Eye Capital revenue participation term notes 11,792 11,794 Third Eye Capital acquisition term notes 24,907 23,841 Third Eye Capital promissory note 2,814 - Cilion shareholder seller notes payable 6,086 5,974 Subordinated notes 11,085 10,080 EB-5 promissory notes 40,199 38,536 Unsecured working capital loans 3,518 4,822 GAFI Term and Revolving loans 29,373 25,821 Total debt 195,538 175,117 Less current portion of debt 22,476 17,298 Total long term debt $ 173,062 $ 157,819 |
Maturities of long-term debt | Twelve months ended September 30, Debt Repayments 2020 $ 22,476 2021 166,815 2022 3,500 2023 1,836 2024 2,500 Total debt 197,127 Debt issuance costs (1,589 ) Total debt, net of debt issuance costs $ 195,538 |
5. Variable Interest Entity (Ta
5. Variable Interest Entity (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Variable Interest Entity | |
Variable interest entity, balance sheet and operations | As of September 30, 2019 December 31, 2018 Assets Current assets: Cash and cash equivalents $ 4 $ 17 Prepaid expenses 25 215 Other assets - 103 Total current assets 29 335 Property, plant and equipment 15,408 15,408 Promissory note receivable from Aemetis 6,659 6,182 Total assets $ 22,096 $ 21,925 Liabilities and stockholder deficit Other accrued liabilities $ 295 $ 44 Secured and revolving notes 29,373 26,621 Total liabilities 29,668 26,665 Accumulated deficit (7,572 ) (4,740 ) Total liabilities and stockholder deficit $ 22,096 $ 21,925 Goodland Advanced Fuels, Inc. Statements of Operations Three months ended For the nine months ended September 30, 2019 September 30, 2018 September 30, 2019 September 30, 2018 Other Expenses Selling, general and administrative expenses $ 103 $ 89 $ 315 $ 321 Operating loss (103 ) (89 ) (315 ) (321 ) Interest expense Interest rate expense 800 739 2,304 2,106 Debt related fees and amortization expense 167 168 694 493 Other income (170 ) (204 ) (481 ) (534 ) Net loss $ (900 ) $ (792 ) $ (2,832 ) $ (2,386 ) |
7. Leases (Tables)
7. Leases (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Leases [Abstract] | |
Schedule of lease expense and sublease income | Three months ended September 30, 2019 Nine months ended September 30, 2019 Operating lease expense $ 219 $ 543 Short term lease expense 18 71 Variable lease expense 31 80 Sub lease income (50 ) (118 ) Total lease cost $ 218 $ 576 |
Supplemental non-cash flow information related to right-of-use asset and lease liabilities | Supplemental non-cash flow information related to right-of-use asset and lease liabilities was as follows for the three and nine months ended September 30, 2019: Three months ended September 30, 2019 Nine months ended September 30, 2019 Accretion of the lease liability $ 31 $ 107 Amortization of right-of-use assets $ 151 $ 438 Weighted Average Remaining Lease Term Operating Leases 1.6 years Weighted Average Discount Rate Operating Leases 14.7% Supplemental balance sheet information related to leases was as follows: As of September 30, 2019 Operating lease right-of-use assets $ 743 Operating lease liabilities: Short term lease liability $ 502 Long term lease liability $ 288 |
Maturities of operating lease liabilities | Twelve months ended September 30, Operating leases 2020 $ 593 2021 203 2022 88 Total lease payments $ 884 Less imputed interest (94 ) Total operating lease liability $ 790 |
8. Stock-Based Compensation (Ta
8. Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Share-based Payment Arrangement, Noncash Expense [Abstract] | |
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, 2018 149 2,889 $ 1.80 Authorized 855 - - Granted (1,116 ) 1,116 0.78 Exercised - - - Forfeited/expired 190 (190 ) 3.11 Balance as of September 30, 2019 78 3,815 $ 1.44 |
9. Agreements (Tables)
9. Agreements (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
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, 2019 2018 2019 2018 Ethanol sales $ 27,456 $ 29,661 $ 84,453 $ 88,002 Wet distiller's grains sales 8,783 8,116 26,119 24,443 Corn oil sales 934 714 2,586 2,530 Corn purchases 30,446 27,786 90,426 84,291 Accounts receivable 1,066 1,079 1,066 1,079 Accounts payable 2,484 2,416 2,484 2,416 |
10. Segment Information (Tables
10. Segment Information (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Segment Reporting [Abstract] | |
Schedule of segment information | Three months ended September 30, 2019 Three months ended September 30, 2018 North America India Total Consolidated North America India Total Consolidated Revenues $ 37,820 $ 19,569 $ 57,389 $ 38,576 $ 6,059 $ 44,635 Cost of goods sold 37,990 15,417 53,407 36,147 5,820 41,967 Gross profit (loss) (170 ) 4,152 3,982 2,429 239 2,668 Other Expenses Research and development expenses 37 - 37 74 - 74 Selling, general and administrative expenses 2,716 1,813 4,529 3,645 248 3,893 Interest expense 6,293 49 6,342 5,261 150 5,411 Accretion of Series A preferred units 589 - 589 - - - Other income (265 ) (24 ) (289 ) (55 ) (6 ) (61 ) Income (loss) before income taxes $ (9,540 ) $ 2,314 $ (7,226 ) $ (6,496 ) $ (153 ) $ (6,649 ) Capital expenditures $ 3,664 $ 351 $ 4,015 $ 703 $ 24 $ 727 Depreciation 942 161 1,103 992 166 1,158 For the nine months ended September 30, 2019 For the nine months ended September 30, 2018 North America India Total Consolidated North America India Total Consolidated Revenues $ 113,942 $ 35,954 $ 149,896 $ 115,380 $ 17,301 $ 132,681 Cost of goods sold 113,440 29,552 142,992 109,208 16,171 125,379 Gross profit 502 6,402 6,904 6,172 1,130 7,302 Other Expenses Research and development expenses 160 - 160 191 - 191 Selling, general and administrative expenses 9,972 2,743 12,715 10,580 709 11,289 Interest expense 18,805 332 19,137 19,344 446 19,790 Accretion of Series A preferred units 1,509 - 1,509 - - - Loss contingency on litigation 6,200 - 6,200 - - - Other expense (income) (228 ) (773 ) (1,001 ) (12 ) 14 2 Income (loss) before income taxes $ (35,916 ) $ 4,100 $ (31,816 ) $ (23,931 ) $ (39 ) $ (23,970 ) Capital expenditures $ 4,249 $ 804 $ 5,053 $ 1,760 $ 738 $ 2,498 Depreciation 2,883 454 3,337 2,976 481 3,457 As of September 30, December 31, 2019 2018 North America $ 79,180 $ 78,149 India 17,503 13,672 Total Assets $ 96,683 $ 91,821 |
1. Nature of Activities and S_4
1. Nature of Activities and Summary of Significant Accounting Policies (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Sales | $ 57,389 | $ 44,635 | $ 149,896 | $ 132,681 |
North America | ||||
Sales | 37,820 | 38,576 | 113,942 | 115,380 |
North America | Ethanol sales | ||||
Sales | 27,456 | 29,661 | 84,453 | 88,002 |
North America | Wet distiller's grains sales | ||||
Sales | 8,783 | 8,116 | 26,119 | 24,443 |
North America | Other sales | ||||
Sales | 1,581 | 799 | 3,370 | 2,935 |
India | ||||
Sales | 19,569 | 6,059 | 35,954 | 17,301 |
India | Other sales | ||||
Sales | 1,561 | 0 | 1,567 | 0 |
India | Biodiesel sales | ||||
Sales | 17,057 | 5,206 | 32,201 | 13,548 |
India | Refined Glycerin sales | ||||
Sales | $ 951 | $ 853 | $ 2,186 | $ 3,753 |
1. Nature of Activities and S_5
1. Nature of Activities and Summary of Significant Accounting Policies (Details 1) - shares | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Total number of potentially dilutive shares excluded from the basic and diluted net loss per share calculation | 5,297 | 6,243 |
Series B preferred (post split basis) | ||
Total number of potentially dilutive shares excluded from the basic and diluted net loss per share calculation | 132 | 132 |
Common stock options and warrants | ||
Total number of potentially dilutive shares excluded from the basic and diluted net loss per share calculation | 3,910 | 2,990 |
Debt with conversion feature at $30 per share of common stock | ||
Total number of potentially dilutive shares excluded from the basic and diluted net loss per share calculation | 1,255 | 1,228 |
SARs conversion if stock issued at $1.02 per share to cover $2.1 million | ||
Total number of potentially dilutive shares excluded from the basic and diluted net loss per share calculation | 0 | 1,893 |
2. Inventories (Details)
2. Inventories (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 979 | $ 3,647 |
Work-in-progress | 1,285 | 1,327 |
Finished goods | 1,257 | 1,155 |
Total inventories | $ 3,521 | $ 6,129 |
2. Inventories (Details Narrati
2. Inventories (Details Narrative) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Inventory Disclosure [Abstract] | ||
Lower cost of market reserve | $ 100 | $ 200 |
3. Property, Plant and Equipm_3
3. Property, Plant and Equipment (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Property, Plant and Equipment [Abstract] | ||
Land | $ 4,108 | $ 4,116 |
Plant and Buildings | 83,244 | 82,445 |
Furniture and fixtures | 1,093 | 1,056 |
Machinery and equipment | 4,207 | 3,928 |
Construction in progress | 8,076 | 3,581 |
GAFI property, plant & equipment | 15,408 | 15,408 |
Total gross property, plant & equipment | 116,136 | 110,534 |
Less accumulated depreciation | (35,293) | (32,042) |
Total net property, plant & equipment | $ 80,843 | $ 78,492 |
3. Property, Plant and Equipm_4
3. Property, Plant and Equipment (Details 1) | 9 Months Ended |
Sep. 30, 2019 | |
Plant and Buildings | Minimum | |
Depreciation (years) | 20 years |
Plant and Buildings | Maximum | |
Depreciation (years) | 30 years |
Machinery and Equipment | Minimum | |
Depreciation (years) | 5 years |
Machinery and Equipment | Maximum | |
Depreciation (years) | 7 years |
Furniture and Fixtures | Minimum | |
Depreciation (years) | 3 years |
Furniture and Fixtures | Maximum | |
Depreciation (years) | 5 years |
3. Property, Plant and Equipm_5
3. Property, Plant and Equipment (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |||||
Interest capitalized | $ 231 | $ 0 | $ 135 | ||
Depreciation expense | $ 1,103 | $ 1,158 | $ 3,337 | $ 3,457 |
4. Debt (Details)
4. Debt (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Debt Disclosure [Abstract] | ||
Third Eye Capital term notes | $ 7,022 | $ 7,024 |
Third Eye Capital revolving credit facility | 58,742 | 47,225 |
Third Eye Capital revenue participation term notes | 11,792 | 11,794 |
Third Eye Capital acquisition term notes | 24,907 | 23,841 |
Third Eye Capital promissory note | 2,814 | 0 |
Cilion shareholder seller notes payable | 6,086 | 5,974 |
Subordinated notes | 11,085 | 10,080 |
EB-5 long term promissory notes | 40,199 | 38,536 |
Unsecured working capital loans | 3,518 | 4,822 |
GAFI Term and Revolving loans | 29,373 | 25,821 |
Total debt | 195,538 | 175,117 |
Less current portion of debt | 22,476 | 17,298 |
Total long term debt | $ 173,062 | $ 157,819 |
4. Debt (Details 1)
4. Debt (Details 1) $ in Thousands | Sep. 30, 2019USD ($) |
Twelve months ended June 30, | |
2019 | $ 22,476 |
2020 | 166,815 |
2021 | 3,500 |
2022 | 1,836 |
2023 | 2,500 |
Total debt | 197,127 |
Debt issuance costs | (1,589) |
Total debt, net of debt issuance costs | $ 195,538 |
4. Debt (Details Narrative)
4. Debt (Details Narrative) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
February 2019 Note | ||
Principal and interest outstanding | $ 2,800 | |
Third Eye Capital Term Notes | ||
Principal and interest outstanding | 700 | |
Third Eye Capital Revolving Credit Facility | ||
Principal and interest outstanding | 58,700 | |
Third Eye Capital Revenue Participation Term Note | ||
Principal and interest outstanding | 11,800 | |
Third Eye Capital Acquisition Term Notes | ||
Principal and interest outstanding | 24,900 | |
Third Eye Capital Reserve Liquidity Notes | ||
Principal and interest outstanding | 0 | |
Cilion Shareholder Seller Notes Payable | ||
Principal and interest outstanding | 6,100 | |
Subordinated Notes | ||
Principal and interest outstanding | 11,100 | $ 10,100 |
EB-5 Phase I Notes | ||
Principal outstanding | 35,000 | |
Interest outstanding | 2,700 | |
EB-5 Phase II Notes | ||
Principal and interest outstanding | 2,500 | |
Unsecured Working Capital Loans | ||
Principal and interest outstanding | 2,900 | 4,600 |
Secunderabad Oils | ||
Principal and interest outstanding | $ 600 | $ 300 |
5. Variable Interest Entity (De
5. Variable Interest Entity (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||||
Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Current assets: | ||||||||||
Cash and cash equivalents | $ 919 | $ 68 | $ 919 | $ 68 | $ 1,188 | $ 428 | ||||
Prepaid expenses | 558 | 558 | 942 | |||||||
Other assets | 2,186 | 2,186 | 956 | |||||||
Total current assets | 12,605 | 12,605 | 10,311 | |||||||
Property, plant and equipment, net | 80,843 | 80,843 | 78,492 | |||||||
Total assets | 96,683 | 96,683 | 91,821 | |||||||
Liabilities and stockholder deficit | ||||||||||
Accumulated deficit | (222,195) | (222,195) | (193,204) | |||||||
Total liabilities and stockholder's deficit | 96,683 | 96,683 | 91,821 | |||||||
Selling, general and administrative expenses | 4,529 | 3,893 | 12,715 | 11,289 | ||||||
Operating loss | (584) | (1,299) | (5,971) | (4,178) | ||||||
Interest expense | ||||||||||
Interest rate expense | 5,396 | 4,692 | 15,572 | 13,395 | ||||||
Debt related fees and amortization expense | 946 | 719 | 3,565 | 6,395 | ||||||
Other income | (289) | (61) | (1,001) | 2 | ||||||
Net loss | (7,226) | $ (13,930) | $ (10,667) | (6,649) | $ (6,222) | $ (11,105) | (31,823) | (23,976) | ||
GAFI | ||||||||||
Current assets: | ||||||||||
Cash and cash equivalents | 4 | 4 | 17 | |||||||
Prepaid expenses | 25 | 25 | 215 | |||||||
Other assets | 0 | 0 | 103 | |||||||
Total current assets | 29 | 29 | 335 | |||||||
Property, plant and equipment, net | 15,408 | 15,408 | 15,408 | |||||||
Promissory note receivable from Aemetis | 6,659 | 6,659 | 6,182 | |||||||
Total assets | 22,096 | 22,096 | 21,925 | |||||||
Liabilities and stockholder deficit | ||||||||||
Other accrued liabilities | 295 | 295 | 44 | |||||||
Secured and revolving notes | 29,373 | 29,373 | 26,621 | |||||||
Total liabilities | 29,668 | 29,668 | 26,665 | |||||||
Accumulated deficit | (7,572) | (7,572) | (4,740) | |||||||
Total liabilities and stockholder's deficit | 22,096 | 22,096 | $ 21,925 | |||||||
Selling, general and administrative expenses | 103 | 89 | 315 | 321 | ||||||
Operating loss | (103) | (89) | (315) | (321) | ||||||
Interest expense | ||||||||||
Interest rate expense | 800 | 739 | 2,304 | 2,106 | ||||||
Debt related fees and amortization expense | 167 | 168 | 694 | 493 | ||||||
Other income | (170) | (204) | (481) | (534) | ||||||
Net loss | $ (900) | $ (792) | $ (2,832) | $ (2,386) |
7. Leases (Details)
7. Leases (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2019 | Sep. 30, 2019 | |
Leases [Abstract] | ||
Operating lease expense | $ 219 | $ 543 |
Short term lease expense | 18 | 71 |
Variable lease expense | 31 | 80 |
Sub lease income | (50) | (118) |
Total lease cost | $ 218 | $ 576 |
7. Leases (Details 1)
7. Leases (Details 1) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2019 | Dec. 31, 2018 | |
Leases [Abstract] | |||
Accretion of the lease liability | $ 31 | $ 107 | |
Amortization of right-of-use assets | $ 151 | $ 438 | |
Weighted average remaining lease term operating leases | 1 year 7 months 6 days | 1 year 7 months 6 days | |
Weighted average discount rate operating leases | 14.70% | 14.70% | |
Operating lease right-of-use assets | $ 743 | $ 743 | $ 0 |
Short term lease liability | 502 | 502 | |
Long term lease liability | $ 288 | $ 288 |
7. Leases (Details 2)
7. Leases (Details 2) $ in Thousands | Sep. 30, 2019USD ($) |
Leases [Abstract] | |
2020 | $ 593 |
2021 | 203 |
2022 | 88 |
Total payments | 884 |
Less: imputed interest | (94) |
Total operating lease liability | $ 790 |
8. Stock-Based Compensation (De
8. Stock-Based Compensation (Details) | 9 Months Ended |
Sep. 30, 2019$ / sharesshares | |
Share-based Payment Arrangement, Noncash Expense [Abstract] | |
Shares available for grant, beginning | 149 |
Shares available for grant, authorized | 855 |
Shares available for grant, granted | (1,116) |
Shares available for grant, exercised | 0 |
Shares available for grant, forfeited/expired | 190 |
Shares available for grant, ending | 78 |
Number of outstanding, beginning | 2,889 |
Number of shares, granted | 1,116 |
Number of shares, exercised | 0 |
Number of shares, forfeited/expired | (190) |
Number of outstanding, ending | 3,815 |
Weighted average exercise price outstanding, beginning | $ / shares | $ 1.80 |
Weighted average exercise price, granted | $ / shares | .78 |
Weighted average exercise price, exercised | $ / shares | .00 |
Weighted average exercise price, forfeited/expired | $ / shares | 3.11 |
Weighted average exercise price outstanding, ending | $ / shares | $ 1.44 |
8. Stock-Based Compensation (_2
8. Stock-Based Compensation (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Share-based Payment Arrangement, Noncash Expense [Abstract] | ||||||||
Options vested | 2,600 | 2,600 | ||||||
Stock compensation expense | $ 144 | $ 196 | $ 290 | $ 202 | $ 317 | $ 264 | $ 630 | $ 783 |
Options granted | 0 | |||||||
Unrecognized compensation expense | $ 900 | $ 900 | ||||||
Unrecognized compensation expense, recognition period | 1 year 11 months 16 days |
9. Agreements (Details)
9. Agreements (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | ||||
Ethanol sales | $ 27,456 | $ 29,661 | $ 84,453 | $ 88,002 |
Wet distiller's grains sales | 8,783 | 8,116 | 26,119 | 24,443 |
Corn oil sales | 934 | 714 | 2,586 | 2,530 |
Corn/milo purchases | 30,446 | 27,786 | 90,426 | 84,291 |
Accounts receivable | 1,066 | 1,079 | 1,066 | 1,079 |
Accounts payable | $ 2,484 | $ 2,416 | $ 2,484 | $ 2,416 |
9. Agreements (Details Narrativ
9. Agreements (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | ||||
Marketing costs | $ 600 | $ 700 | $ 1,900 | $ 2,100 |
10. Segment Information (Detail
10. Segment Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Revenues | $ 57,389 | $ 44,635 | $ 149,896 | $ 132,681 |
Cost of goods sold | 53,407 | 41,967 | 142,992 | 125,379 |
Gross profit (loss) | 3,982 | 2,668 | 6,904 | 7,302 |
Other Expenses | ||||
Research and development expenses | 37 | 74 | 160 | 191 |
Selling, general and administrative expenses | 4,529 | 3,893 | 12,715 | 11,289 |
Interest expense | 6,342 | 5,411 | 19,137 | 19,790 |
Accretion of Series A preferred units | 589 | 0 | 1,509 | 0 |
Loss contingency on litigation | 0 | 0 | 6,200 | 0 |
Other (income) expense | (289) | (61) | (1,001) | 2 |
Income (loss) before income taxes | (7,226) | (6,649) | (31,816) | (23,970) |
Capital expenditures | 4,015 | 727 | 5,053 | 2,498 |
Depreciation | 1,103 | 1,158 | 3,337 | 3,457 |
North America | ||||
Revenues | 37,820 | 38,576 | 113,942 | 115,380 |
Cost of goods sold | 37,990 | 36,147 | 113,440 | 109,208 |
Gross profit (loss) | (170) | 2,429 | 502 | 6,172 |
Other Expenses | ||||
Research and development expenses | 37 | 74 | 160 | 191 |
Selling, general and administrative expenses | 2,716 | 3,645 | 9,972 | 10,580 |
Interest expense | 6,293 | 5,261 | 18,805 | 19,344 |
Accretion of Series A preferred units | 589 | 0 | 1,509 | 0 |
Loss contingency on litigation | 6,200 | 0 | ||
Other (income) expense | (265) | (55) | (228) | (12) |
Income (loss) before income taxes | (9,540) | (6,496) | (35,916) | (23,931) |
Capital expenditures | 3,664 | 703 | 4,249 | 1,760 |
Depreciation | 942 | 992 | 2,883 | 2,976 |
India | ||||
Revenues | 19,569 | 6,059 | 35,954 | 17,301 |
Cost of goods sold | 15,417 | 5,820 | 29,552 | 16,171 |
Gross profit (loss) | 4,152 | 239 | 6,402 | 1,130 |
Other Expenses | ||||
Research and development expenses | 0 | 0 | 0 | 0 |
Selling, general and administrative expenses | 1,813 | 248 | 2,743 | 709 |
Interest expense | 49 | 150 | 332 | 446 |
Accretion of Series A preferred units | 0 | 0 | 0 | 0 |
Loss contingency on litigation | 0 | 0 | ||
Other (income) expense | (24) | (6) | (773) | 14 |
Income (loss) before income taxes | 2,314 | (153) | 4,100 | (39) |
Capital expenditures | 351 | 24 | 804 | 738 |
Depreciation | $ 161 | $ 166 | $ 454 | $ 481 |
10. Segment Information (Deta_2
10. Segment Information (Details 1) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Assets | $ 96,683 | $ 91,821 |
North America | ||
Assets | 79,180 | 78,149 |
India | ||
Assets | $ 17,503 | $ 13,672 |
11. Related Party Transactions
11. Related Party Transactions (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | |
Eric McAfee and McAfee Capital | |||||
Related party debt | $ 400 | $ 400 | $ 400 | ||
Related party transaction | 1 | $ 13 | 22 | $ 38 | |
Various Board Members | |||||
Related party debt | 1,200 | 1,200 | $ 1,100 | ||
Related party transaction | $ 96 | $ 87 | $ 294 | $ 264 |