Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Feb. 29, 2020 | Jun. 30, 2019 | |
Document And Entity Information | |||
Entity Registrant Name | AEMETIS, INC. | ||
Entity Central Index Key | 0000738214 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2019 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Is Entity a Well-known Seasoned Issuer? | No | ||
Is Entity a Voluntary Filer? | No | ||
Is Entity's Reporting Status Current? | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Emerging Growth Company | false | ||
Entity Small Business | true | ||
Entity Shell Company | false | ||
Entity Public Float | $ 11,265,680 | ||
Entity Common Stock, Shares Outstanding | 20,571,187 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2019 | ||
Entity Interactive Data Current | Yes | ||
Entity Incorporation, State or Country Code | CA | ||
Entity File Number | 000-51354 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 656 | $ 1,188 |
Accounts receivable | 2,036 | 1,096 |
Inventories | 6,518 | 6,129 |
Prepaid expenses | 794 | 942 |
Other current assets | 2,572 | 956 |
Total current assets | 12,576 | 10,311 |
Property, plant and equipment, net | 84,226 | 78,492 |
Operating lease right-of-use assets | 557 | 0 |
Other assets | 2,537 | 3,018 |
Total assets | 99,896 | 91,821 |
Current liabilities: | ||
Accounts payable | 15,968 | 13,500 |
Current portion of long term debt | 5,792 | 2,396 |
Short term borrowings | 16,948 | 14,902 |
Mandatorily redeemable Series B convertible preferred stock | 3,149 | 3,048 |
Accrued property taxes | 4,095 | 3,337 |
Accrued contingent litigation fees | 6,200 | 0 |
Other current liabilities | 5,667 | 5,396 |
Total current liabilities | 57,819 | 42,579 |
Long term liabilities: | ||
Senior secured notes | 107,205 | 89,884 |
EB-5 notes | 36,500 | 36,500 |
GAFI secured and revolving notes | 29,856 | 25,461 |
Long term subordinated debt | 6,124 | 5,974 |
Series A preferred units | 14,077 | 7,005 |
Other long term liabilities | 2,687 | 0 |
Total long term liabilities | 196,449 | 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 | 86,852 | 85,917 |
Accumulated deficit | (237,421) | (193,204) |
Accumulated other comprehensive loss | (3,825) | (3,576) |
Total stockholders' deficit attributable to Aemetis, Inc. | (154,372) | (110,842) |
Non-controlling interest - GAFI | 0 | (4,740) |
Total stockholders' deficit | (154,372) | (115,582) |
Total liabilities and stockholders' deficit | $ 99,896 | $ 91,821 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 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 STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Statement [Abstract] | ||
Revenues | $ 201,998 | $ 171,526 |
Cost of goods sold | 189,300 | 166,121 |
Gross profit | 12,698 | 5,405 |
Research and development expenses | 205 | 246 |
Selling, general and administrative expenses | 17,424 | 16,085 |
Operating loss | (4,931) | (10,926) |
Other income (expense) | ||
Interest rate expense | 21,089 | 18,170 |
Debt related fees and amortization expense | 4,666 | 7,520 |
Accretion of Series A preferred units | 2,257 | 44 |
Loss on impairment of intangibles | 0 | 865 |
Loss contingency on litigation | 6,200 | 0 |
Other (income) expense | (797) | (1,245) |
Loss before income taxes | (38,346) | (36,280) |
Income tax expense | 1,131 | 7 |
Net loss | (39,477) | (36,287) |
Less: Net loss attributable to non-controlling interest | (3,761) | (3,271) |
Net loss attributable to Aemetis, Inc. | (35,716) | (33,016) |
Other comprehensive income (loss) | ||
Foreign currency translation gain (loss) | (249) | (672) |
Comprehensive loss | $ (39,726) | $ (36,959) |
Net loss per common share attributable to Aemetis, Inc. | ||
Basic | $ (1.75) | $ (1.63) |
Diluted | $ (1.75) | $ (1.63) |
Weighted average shares outstanding | ||
Basic | 20,467 | 20,252 |
Diluted | 20,467 | 20,252 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Operating activities: | ||
Net loss | $ (39,477) | $ (36,287) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Share-based compensation | 774 | 981 |
Stock issued for services | 0 | 22 |
Depreciation | 4,434 | 4,580 |
Debt related fees and amortization expense | 4,666 | 7,520 |
Intangibles and other amortization expense | 48 | 140 |
Accretion of Series A preferred units | 2,257 | 44 |
Deferred tax expense | 1,123 | 0 |
Loss on sale/disposal of assets | 0 | 9 |
Impairment loss on intangible assets | 0 | 865 |
Change in fair value of stock appreciation rights | (80) | (145) |
Changes in operating assets and liabilities: | ||
Accounts receivable | (963) | 1,079 |
Inventories | (491) | (721) |
Prepaid expenses | 147 | 1,692 |
Other assets | (594) | (380) |
Accounts payable | 1,001 | 2,207 |
Accrued interest expense and fees | 18,033 | 12,463 |
Other liabilities | 7,088 | 425 |
Net cash used in operating activities | (2,034) | (5,506) |
Investing activities: | ||
Capital expenditures | (8,578) | (4,074) |
Net cash used in investing activities | (8,578) | (4,074) |
Financing activities: | ||
Proceeds from borrowings | 54,834 | 20,071 |
Repayments of borrowings | (51,714) | (18,010) |
GAFI proceeds from borrowings | 1,480 | 3,144 |
GAFI repayments of borrowings | (164) | (1,775) |
GAFI renewal fee payment | (530) | 0 |
Grant proceeds received for capital expenditures | 1,364 | 0 |
Proceeds from Series A preferred units financing | 4,815 | 6,961 |
Net cash provided by financing activities | 10,085 | 10,391 |
Effect of exchange rate changes on cash and cash equivalents | (5) | (51) |
Net cash and cash equivalents increase (decrease) for period | (532) | 760 |
Cash and cash equivalents at beginning of period | 1,188 | 428 |
Cash and cash equivalents at end of period | 656 | 1,188 |
Supplemental disclosures of cash flow information, cash paid: | ||
Cash paid for interest, net of capitalized interest of $316 thousand and $135 for years ended December 31, 2019 and 2018, respectively | 2,476 | 5,590 |
Income taxes paid | 8 | 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 | 1,602 | 4,255 |
Capital expenditures in accounts payable | 2,391 | 905 |
Operating lease liabilities arising from obtaining right of use assets | 1,181 | 0 |
Exercise of stock appreciation rights added to GAFI debt | 1,050 | 0 |
Debt exchanged for prepaid interest on GAFI Term loan | 0 | 200 |
GAFI Amendment No. 1 & 2 fees added to debt | 0 | 250 |
Stock Appreciation Rights issued for GAFI Amendment No. 1 | $ 0 | $ 1,277 |
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 Loss | Non-Controlling Interest | Total |
Beginning Balance, shares at Dec. 31, 2017 | 1,323 | 20,088 | |||||
Beginning Balance, amount at Dec. 31, 2017 | $ 1 | $ 20 | $ 84,679 | $ (160,188) | $ (2,904) | $ (1,469) | $ (79,861) |
Stock-based compensation, shares | 2 | ||||||
Stock-based compensation, amount | 981 | 981 | |||||
Shares issued to consultants and other services, shares | 30 | ||||||
Shares issued to consultants and other services, amount | 22 | 22 | |||||
Issuance and exercise of warrants, shares | 225 | ||||||
Issuance and exercise of warrants, amount | 235 | 235 | |||||
Other comprehensive income | (672) | (672) | |||||
Net loss | (33,016) | (3,271) | (36,287) | ||||
Ending Balance, shares at Dec. 31, 2018 | 1,323 | 20,345 | |||||
Ending Balance, amount at Dec. 31, 2018 | $ 1 | $ 20 | 85,917 | (193,204) | (3,576) | (4,740) | (115,582) |
Stock-based compensation, amount | 774 | 774 | |||||
Issuance and exercise of warrants, shares | 225 | ||||||
Issuance and exercise of warrants, amount | $ 1 | 161 | 162 | ||||
Other comprehensive income | (249) | (249) | |||||
Net loss | (35,716) | (3,761) | (39,477) | ||||
Reclassification of GAFI noncontrolling interest | (8,501) | 8,501 | 0 | ||||
Ending Balance, shares at Dec. 31, 2019 | 1,323 | 20,570 | |||||
Ending Balance, amount at Dec. 31, 2019 | $ 1 | $ 21 | $ 86,852 | $ (237,421) | $ (3,825) | $ 0 | $ (154,372) |
1. Nature of Activities and Sum
1. Nature of Activities and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Nature of Activities and Summary of Significant Accounting Policies | Nature of Activities ● Aemetis Americas, Inc., a Nevada corporation, and its subsidiary AE Biofuels, Inc., a Delaware corporation; ● Biofuels Marketing, Inc., a Delaware corporation; ● Aemetis International, Inc., a Nevada corporation, and its subsidiary International Biofuels, Ltd., a Mauritius corporation, and its subsidiary Universal Biofuels Private, Ltd., an India company; ● Aemetis Technologies, Inc., a Delaware corporation; ● Aemetis Biochemicals, Inc., a Nevada corporation; ● Aemetis Biofuels, Inc., a Delaware corporation, and its subsidiary Energy Enzymes, Inc., a Delaware corporation; ● AE Advanced Fuels, Inc., a Delaware corporation, and its subsidiaries Aemetis Advanced Fuels Keyes, Inc., a Delaware corporation, and Aemetis Facility Keyes, Inc., a Delaware corporation, Aemetis Property Keyes, Inc., a Delaware corporation; ● Aemetis Advanced Fuels, Inc., a Nevada corporation; ● Aemetis Advanced Products Keyes, Inc., a Delaware corporation and its subsidiary Aemetis Properties Riverbank, Inc., a Delaware corporation, Aemetis Riverbank, Inc., a Delaware corporation, and its subsidiary Aemetis Advanced Products Riverbank, Inc., a Delaware corporation; ● Aemetis Advanced Biorefinery Keyes, Inc., a Delaware corporation; ● Aemetis Biogas LLC, a Delaware limited liability company; and ● Goodland Advanced Fuels, Inc., a Nevada corporation. 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 Messer to sell carbon dioxide (“CO2”) produced at the Keyes Plant. The Aemetis section of the CO2 project construction was completed in January 2020, and we expect to commence operations and revenue from this project in the second quarter of 2020. 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 All intercompany balances and transactions have been eliminated in consolidation including any transactions between GAFI and Aemetis, Inc. 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 years ended December 31, 2019 2018 Ethanol sales $ 114,593 $ 113,855 Wet distillers' grains sales 34,510 32,362 Other sales 5,045 3,828 $ 154,148 $ 150,045 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 $1.0 million as of December 31, 2019, in connection with a contract with a customer to sell CCA credits. However, control of the credits were not transferred to the customer until January 3, 2020 while we received cash in advance. India: The below table shows our sales in India by product category: India (in thousands) For the years ended December 31, 2019 2018 Biodiesel sales $ 42,464 $ 17,009 Refined Glycerin sales 2,809 4,467 Other sales 2,577 5 $ 47,850 $ 21,481 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 Shipping and Handling Costs Research and Development. Cash and Cash Equivalents 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 conditions of the Company’s customers were to deteriorate, additional allowances may be required. We did not reserve any balance for allowance for doubtful accounts in the years ended December 31, 2019 and 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, Intangibles: 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 Income Taxes. Income Taxes ASC 740 provides for recognition of deferred tax assets if the realization of such assets is more likely than not to occur. Otherwise, a valuation allowance is established for the deferred tax assets, which may not be realized. As of December 31, 2019 and 2018, the Company recorded a full valuation allowance against its net deferred tax assets due to operating losses incurred since inception. Realization of deferred tax assets is dependent upon future earnings, if any, the timing and amount of which are uncertain. Accordingly, the net deferred tax assets were fully offset by a valuation allowance. The Company is subject to income tax audits by the respective tax authorities in all of the jurisdictions in which it operates. The determination of tax liabilities in each of these jurisdictions requires the interpretation and application of complex and sometimes uncertain tax laws and regulations. The recognition and measurement of current taxes payable or refundable and deferred tax assets and liabilities requires that the Company make certain estimates and judgments. Changes to these estimates or a change in judgment may have a material impact on the Company’s tax provision in a future period. In 2018, the Company adopted certain tax accounting policies related to the new global intangible low-taxed income (“GILTI”) provisions under the Tax Act such that the Company will: (1) account for all GILTI related book-tax differences as period costs and (2) use the Incremental Cash Tax Savings approach in evaluating its valuation allowance assessment related to the GILTI inclusion. Basic and Diluted Net Income (Loss) per Share. The following table shows the number of potentially dilutive shares excluded from the diluted net loss per share calculation as of December 31, 2019 and 2018: As of December 31, 2019 December 31, 2018 Series B preferred (post split basis) 132 132 Common stock options and warrants 3,840 2,984 Debt with conversion feature at $30 per share of common stock 1,262 1,236 SARs conversion if stock issued at $0.71 per share to cover $2.1 million - 2,964 Total number of potentially dilutive shares excluded from the diluted net loss per share calculation 5,234 7,316 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 Keyes, California, the Goodland Plant, 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 Commitments and Contingencies. Contingencies Convertible Instruments Debt Modification Accounting Debt – Modification and Extinguishments Recently Issued Accounting Pronouncements None. |
2. Inventories
2. Inventories | 12 Months Ended |
Dec. 31, 2019 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories consist of the following: December 31, 2019 December 31, 2018 Raw materials $ 2,566 $ 3,647 Work-in-progress 1,455 1,327 Finished goods 2,497 1,155 Total inventories $ 6,518 $ 6,129 As of December 31, 2019 and December 31, 2018, the Company recognized a lower of cost or market reserve of $0.1 million and $0.2 million respectively, related to inventory. |
3. Property, Plant and Equipmen
3. Property, Plant and Equipment | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | Property, plant and equipment consist of the following: December 31, 2019 December 31, 2018 Land $ 4,104 $ 4,116 Plant and buildings 83,139 82,445 Furniture and fixtures 1,094 1,056 Machinery and equipment 4,252 3,928 Construction in progress 12,571 3,581 GAFI property held for development 15,408 15,408 Total gross property, plant & equipment 120,568 110,534 Less accumulated depreciation (36,342 ) (32,042 ) Total net property, plant & equipment $ 84,226 $ 78,492 Interest capitalized in property, plant, and equipment was $316 thousand and $135 thousand for the years ended December 31, 2019 and 2018, respectively. Given there are several ongoing capital projects such as Biogas digesters, CO2 project, cellulosic ethanol and ongoing capital updates in India, these capital expenses have been accumulated in construction in progress and will be capitalized and depreciated once the capital projects are finished and are in service. Depreciation on the components of the property, plant and equipment is calculated using the straight-line method to allocate their depreciable amounts over their estimated useful lives as follows: Years Plant and buildings 20 - 30 Machinery and equipment 5 - 7 Furniture and fixtures 3 - 5 The Company recorded depreciation expense of approximately $4.4 million and $4.6 million respectively, for the years ended December 31, 2019 and 2018. 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, |
4. Debt
4. Debt | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Debt | Debt consists of the notes from the Company’s senior lender, Third Eye Capital, acting as Agent for the Purchasers (Third Eye Capital), other working capital lenders and subordinated lenders as follows: December 31, 2019 December 31, 2018 Third Eye Capital term notes $ 7,024 $ 7,024 Third Eye Capital revolving credit facility 62,869 47,225 Third Eye Capital revenue participation term notes 11,794 11,794 Third Eye Capital acquisition term notes 25,518 23,841 Third Eye Capital promissory note 2,815 - Cilion shareholder seller notes payable 6,124 5,974 Subordinated notes 11,502 10,080 EB-5 promissory notes 41,932 38,536 Unsecured working capital loans 2,631 4,822 GAFI Term and Revolving loans 30,216 25,821 Total debt 202,425 175,117 Less current portion of debt 22,740 17,298 Total long term debt $ 179,685 $ 157,819 Third Eye Capital Note Purchase Agreement On July 6, 2012, Aemetis, Inc. and Aemetis Advanced Fuels Keyes, Inc. (“AAFK”), entered into an Amended and Restated Note Purchase Agreement with Third Eye Capital (the “Note Purchase Agreement”). Pursuant to the Note Purchase Agreement, Third Eye Capital extended credit in the form of (i) senior secured term loans in an aggregate principal amount of approximately $7.2 million to replace existing notes held by Third Eye Capital (the “Term Notes”); (ii) senior secured revolving loans in an aggregate principal amount of $18.0 million (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 January 4, 2018, a Promissory Note (the January 2018 Note) for $160 thousand was advanced by Third Eye Capital to Aemetis, Inc., as a short-term credit facility for working capital and other general corporate purposes with an interest rate of 14% per annum maturing on the earlier of (a) receipt of proceeds from any financing, refinancing, or other similar transaction, (b) extension of credit by payee, as lender or as agent on behalf of certain lenders, to the Company or its affiliates, or (c) April 1, 2018. In consideration of the January 2018 Note, $10 thousand of the total proceeds were paid to Third Eye Capital as financing charges. On April 1, 2018, the January 2018 Note was paid in full. On February 27, 2018, a Promissory Note (the “February 2018 Note”, and 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, 2018. In consideration of the February 2018 Note, $0.1 million of the total proceeds were paid to Third Eye Capital as financing charges. The maturity date of the note was December 31, 2018 with $183 thousand in fees due and payable at the time of the redemption of the Note. On December 20, 2018, the February 2018 Note was paid in full. 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. 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. We did not draw any amounts under the facility and no balance was outstanding as of December 31, 2019 under this facility. 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 received 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. In third quarter of 2019, the February 2019 note was modified to include additional borrowings of $0.7 million. As of December 31, 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 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. We have no remaining availability on the Revolving Credit Facility. 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 Company plans to extend the maturity date 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 The Subordinated Notes were amended to extend the maturity date on January 1, 2019 and again on July 1, 2019 with six months extension for maturity until December 31, 2019. We evaluated these amendments and the refinancing terms of the notes and applied modification accounting treatment in accordance with ASC 470-50 Debt – Modification and Extinguishment On January 1, 2020, the Subordinated Notes were amended to extend the maturity date until the earlier of (i) June 30, 2020; (ii) completion of an equity financing by AAFK or Aemetis, Inc. 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 will evaluate the January 1, 2020 amendment and the refinancing terms of the notes and apply accounting treatment in accordance with ASC 470-50 Debt – Modification and Extinguishment At December 31, 2019 and 2018, the Company had, in aggregate, the amount of $11.5 million and $10.1 million in principal and interest outstanding, respectively, under the Subordinated Notes. EB-5 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 December 31, 2019, $35.0 million 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 December 31, 2019, $35.0 million in principal and $2.9 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. On November 21, 2019, the minimum investment was raised from $500,000 per investor to $900,000 per investor. 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 $0.9 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 $0.9 million after November 21, 2019. The Company has sold an aggregate principal amount of $4.0 million of EB-5 Notes under the EB-5 Phase II funding since 2016 to the date of this filing. As of December 31, 2019, $4.0 million was released from escrow to the Company and $46.0 million remains to be funded to escrow. As of December 31, 2019, $4.1 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 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 years ended December 31, 2019 and 2018, the Company made principal and interest payments to Secunderabad Oils of approximately $0.5 million and $3.7 million, respectively. As of December 31, 2019 and 2018, the Company had $0.6 million and $0.3 million outstanding under this agreement, respectively. GAFI Term loan and Revolving loan On July 10, 2017, GAFI entered into a Note Purchase Agreement (“Note Purchase Agreement”) with Third Eye Capital (Noteholders). See further discussion regarding GAFI in Note 6. Pursuant to the Note Purchase Agreement, the Noteholders agreed, subject to the terms and conditions of the 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 (“Term Loan”) and (ii) revolving advances not to exceed ten million dollars in the aggregate (“Revolving Loan”). The interest rate per annum applicable to the Term Loan is equal to ten percent (10%). The interest rate per annum applicable to the 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 December 31, 2019 was 12.5%. 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 Revolving Loan was made for $2.2 million as a prepayment of interest on the Term Loan for the first eighteen months of interest payments. In addition, a fee of $1.0 million was paid in consideration to 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 $3.5 million from Third Eye Capital at a 10% interest rate. 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 was drawn 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 GAFI Term Loan: i) on a monthly basis, an amount equal to 75% of any payments received by the Company for CO2 produced by Messer LLC, ii) an amount equal to 100% of each monthly payment received by the Company for land use by Messer for CO2 plant, 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. Based on the mandatory payments, an amount of $0.4 million is estimated to be paid in the next 12 months and is classified as current debt as of December 31, 2019. As of December 31, 2019 and 2018, GAFI had $19.7 million net of debt issuance costs of $0.3 million outstanding on the Term Loan and $10.5 million on the Revolving Loan respectively. Debt repayments for the Company’s loan obligations follow: Twelve months ended December 31, Debt Repayments 2020 $ 22,740 2021 144,775 2022 23,000 2023 10,624 2024 2,500 Total debt 203,639 Debt issuance costs (1,214 ) Total debt, net of debt issuance costs $ 202,425 |
5. Commitments and Contingencie
5. Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 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 had a sublease agreement for seven months in which we were a sub lessor. 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: Year ended December 31, 2019 Operating lease expense $ 712 Short term lease expense 85 Variable lease expense 102 Sub lease income (117 ) Total lease cost $ 782 Supplemental non-cash flow information related to right-of-use asset and lease liabilities was as follows for the year ended December 31, 2019: Year ended December 31, 2019 Accretion of the lease liability $ 124 Amortization of right-of-use assets $ 587 Weighted Average Remaining Lease Term Operating Leases 1.5 years Weighted Average Discount Rate Operating Leases 14.8 % Supplemental balance sheet information related to leases was as follows: As of December 31, 2019 Operating lease right-of-use assets $ 557 Operating lease liabilities: Short term lease liability $ 377 Long term lease liability $ 200 Maturities of operating lease liabilities were as follows: Year ended December 31, Operating leases 2020 $ 423 2021 185 2022 30 Total lease payments $ 638 Less imputed interest (61 ) Total operating lease liability $ 577 Property taxes The Company entered into a payment plan with Stanislaus County for unpaid property taxes for the Keyes Plant site on June 28, 2018 by paying $1.5 million as a first payment. Under the annual payment plan, the Company was 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. After making one payment, Company defaulted on the payment plan and as of December 31, 2019, the balance in property tax accrual was $4.1 million. The Company is in the renegotiation of the payment plan with County as of December 31, 2019. Legal Proceedings On August 31, 2016, the Company filed a lawsuit in Santa Clara County Superior Court against defendant EdenIQ, Inc. (“EdenIQ”). The lawsuit was based on EdenIQ’s wrongful termination of a merger agreement that would have effectuated the merger of EdenIQ into a new entity that would be primarily owned by Aemetis. The lawsuit asserted that EdenIQ had fraudulently induced the Company into assisting EdenIQ to obtain EPA approval for a new technology that the Company would not have done but for the Company’s belief that the merger would occur. The relief sought included EdenIQ’s specific performance of the merger, monetary damages, as well as punitive damages, attorneys’ fees, and costs. In response to the lawsuit, EdenIQ filed a cross-complaint asserting causes of action relating to the Company’s alleged inability to consummate the merger, the Company’s interactions with EdenIQ’s business partners, and the Company’s use of EdenIQ’s name and trademark in association with publicity surrounding the merger. Further, EdenIQ named Third Eye Capital Corporation (“TEC”) as a defendant in a second amended cross-complaint alleging that TEC had failed to disclose that its financial commitment to fund the merger included terms that were not disclosed. Finally, EdenIQ claimed that TEC and the Company concealed material information surrounding the financing of the merger. By way of its cross-complaint, EdenIQ sought monetary damages, punitive damages, injunctive relief, attorneys’ fees and costs. In November 2018, the claims asserted by the Company were dismissed on summary judgment and the Company filed a motion to amend its claims, which remains pending. In December 2018, EdenIQ dismissed all of its claims prior to trial. In February 2019, the Company and EdenIQ each filed motions seeking reimbursement of attorney fees and costs associated with the litigation. On July 24, 2019, the court awarded EdenIQ a portion of the fees and costs it had sought in the amount of approximately $6.2 million. The Company recorded the $6.2 million as loss contingency on litigation during the year ended December 31, 2019. The Company’s ability to amend its claims and present its claims to the court or a jury could materially affect the court’s decision to award EdenIQ its fees and costs. In addition to further legal motions and a potential appeal of the Court’s summary judgment order, the Company plans to appeal the court’s award of EdenIQ’s fees and costs. The Company intends to continue to vigorously pursue its legal claims and defenses against EdenIQ. |
6. Variable Interest Entity
6. Variable Interest Entity | 12 Months Ended |
Dec. 31, 2019 | |
Variable Interest Entity | |
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 enough 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 Aemetis is the primary beneficiary, a number of factors are considered, including the structure of the entity, contractual provisions that grant any additional rights to influence or control the economic performance of the VIE, and obligation to absorb significant losses. Through providing Limited Guaranty and signing the Option Agreement, the Company took the risks related to operations, financing the Goodland Plant, and agreed to meet the financial covenants for GAFI to be in existence. Based upon this assessment, Aemetis 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 assets and liabilities were initially recognized at fair value. On December 31, 2019, Company exercised the option to acquire all capital stock of the GAFI, hence the Company is responsible for outstanding balances of the GAFI Term Loan and the GAFI Revolving Loan. GAFI’s Statements of Operations for years ended December 31, 2019 and 2018 as follows: For the years ended December 31, 2019 December 31, 2018 Other Expenses Selling, general and administrative expenses $ 426 $ 455 Operating loss (426 ) (455 ) Interest expense Interest rate expense 3,142 2,865 Debt related fees and amortization expense 868 690 Other income (675 ) (739 ) Net loss $ (3,761 ) $ (3,271 ) GAFI, the Company and its subsidiaries Aemetis Advanced Products Keyes, Inc. (“AAPK”) and Aemetis Property Keyes, Inc. (“APK”) also entered into separate intercompany revolving promissory notes (the “GAFI Intercompany Notes”), dated July 10, 2017, pursuant to which GAFI may, from time to time, lend a portion of the proceeds of the GAFI Revolving Loan borrowed under the Amended GAFI Note Purchase Agreement to the Company. Aemetis paid GAFI fees of $1.0 million associated with entry into the Note purchase agreement with TEC, and accordingly holds an account receivable from GAFI. The Company borrowed $1.5 million on June 28, 2018 and it was paid back on December 20, 2018. On December 3, 2018, APK borrowed $1.6 million from GAFI to purchase the land for CO2 project. In 2019, APK borrowed $1.5 million from GAFI to construct the CO2 project. As of December 31, 2019 and 2018, the Company, AAPK, APK had $6.4 million and $6.2 million outstanding on the GAFI Intercompany Notes. The outstanding balances are eliminated upon consolidation and after the exercise of the option, these notes are treated as intercompany transactions between subsidiaries. |
7. Biogas LLC - Series A Prefer
7. Biogas LLC - Series A Preferred Financing | 12 Months Ended |
Dec. 31, 2019 | |
Stockholders' deficit: | |
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 December 31, 2019 and December 31, 2018 based on the evaluation of the other conditions included in the agreement. During the year ended December 31, 2019, ABGL issued 963,000 Series A Preferred Units for incremental proceeds of $4.8 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 $14.4 million over the estimated future cash flow periods of six years from the original anniversary date using the effective interest method. As of December 31, 2019 and 2018, the Company recorded Series A Preferred Unit liabilities of $14.1 million and $7.0 million net of unit issuance costs and inclusive of accretive preferences pursuant to this agreement. |
8. Stockholders' Equity
8. Stockholders' Equity | 12 Months Ended |
Dec. 31, 2019 | |
Stockholders' deficit: | |
Stockholders' Equity | The Company is authorized to issue up to 40 million shares of common stock, $0.001 par value per share and 65 million shares of preferred stock, $0.001 par value per share. Convertible Preferred Stock The following is a summary of the authorized, issued and outstanding convertible preferred stock: Shares Issued and Outstanding December 31, Authorized Shares 2019 2018 Series B preferred stock 7,235 1,323 1,323 Undesignated 57,765 — — 65,000 1,323 1,323 Our Articles of Incorporation authorize the Company’s board to issue up to 65 million shares of preferred stock, $0.001 par value, in one or more classes or series within a class upon authority of the board without further stockholder approval. Significant terms of the designated preferred stock are as follows: Voting. ● Increase or decrease (other than by redemption or conversion) the total number of authorized shares of Series B preferred stock; ● Effect an exchange, reclassification, or cancellation of all or a part of the Series B preferred stock, including a reverse stock split, but excluding a stock split; ● Effect an exchange, or create a right of exchange, of all or part of the shares of another class of shares into shares of Series B preferred stock; or ● Alter or change the rights, preferences or privileges of the shares of Series B preferred stock so as to affect adversely the shares of such series. Dividends Liquidation Preference. Conversion. Mandatorily Redeemable Series B preferred stock. |
9. Outstanding Warrants
9. Outstanding Warrants | 12 Months Ended |
Dec. 31, 2019 | |
Stockholders' deficit: | |
Outstanding Warrants | During the years ended December 31, 2019 and 2018, the Company granted 227 thousand common stock warrants, for the extension of certain Notes for each period, respectively. The accredited investors received 2-year warrants exercisable at $0.01 per share as part of note agreements. The weighted average fair value calculations for warrants granted are based on the following weighted average assumptions: Description For the year ended December 31 2019 2018 Dividend-yield 0 % 0 % Risk-free interest rate 2.13 % 2.25 % Expected volatility 103.0 % 92.2 % Expected life (years) 2 2 Market value per share on grant date $ 0.73 $ 1.05 Exercise price per share $ 0.01 $ 0.01 Fair value per share on grant date $ 0.72 $ 1.04 For the years ended December 31, 2019 and 2018, Note investors exercised 227 thousand warrant shares for each period respectively, at exercise prices of $0.01 per share, respectively. A summary of historical warrant activity for the years ended December 31, 2019 and 2018 follows: Warrants Outstanding & Exercisable Weighted - Average Exercise Price Average Remaining Term in Years Outstanding December 31, 2017 330 $ 3.47 3.02 Granted 227 0.01 Exercised (227 ) 0.01 Expired (235 ) 3.82 Outstanding December 31, 2018 95 $ 2.59 6.95 Granted 227 0.01 Exercised (227 ) 0.01 Outstanding December 31, 2019 95 $ 2.59 5.95 All of the above outstanding warrants are vested and exercisable as of December 31, 2019. As of December 31, 2019 and 2018, the Company had none and $37 thousand of total compensation expense related to warrants recognized, respectively. |
10. Stock-Based Compensation
10. Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2019 | |
Share-based Payment Arrangement, Noncash Expense [Abstract] | |
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 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 December 31, 2019, 3.7 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 December 31, 2019, 25,000 options were outstanding under the Inducement Equity Plan. Common Stock Reserved for Issuance The following is a summary of awards granted under the above Plans: Shares Available for Grant Number of Shares Outstanding Weighted-Average Exercise Price Balance as of December 31, 2017 196 2,189 $ 2.70 Authorized 655 - - Granted (1,148 ) 1,148 1.07 Exercised - (2 ) 0.67 Forfeited/expired 446 (446 ) 4.35 Balance as of December 31, 2018 149 2,889 $ 1.80 Authorized 855 - - Granted (1,116 ) 1,116 0.78 Forfeited/expired 259 (259 ) 3.53 Balance as of December 31, 2019 147 3,746 $ 1.38 Vested and unvested awards outstanding as of December 31, 2019 and 2018 follow: Number of Shares Weighted Average Exercise Price Remaining Contractual Term (In Years) Average Intrinsic Value1 2019 Vested and Exercisable 2,659 $ 1.56 7.45 $ 145 Unvested 1,087 0.93 8.78 77 Total 3,746 $ 1.38 7.84 $ 222 2018 Vested and Exercisable 1,923 $ 2.01 7.34 $ - Unvested 966 1.38 8.81 - Total 2,889 $ 1.80 7.80 $ - (1) Intrinsic value based on the $0.83 and $0.61 closing price of Aemetis stock on December 31, 2019 and 2018 respectively, as reported on the NASDAQ Exchange. Stock-based compensation for employees Stock-based compensation is accounted for in accordance with the provisions of ASC 718, Compensation-Stock Compensation, which requires the measurement and recognition of compensation expense for all stock-based awards made to employees and directors based on estimated fair values on the grant date. We estimate the fair value of stock-based awards on the date of grant using the Black-Scholes option-pricing model. The value of the portion of the award that is ultimately expected to vest is recognized as expense over the requisite service periods using the straight-line method. For the years ended December 31, 2019 and 2018 the Company recorded option expense in the amount of $0.8 million and $1.0 million, 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. The weighted average fair value calculations for options granted during years ended December 31, 2019 and 2018 are based on the following assumptions: Description For the years ended December 31, 2019 2018 Dividend-yield 0 % 0 % Risk-free interest rate 2.38 % 2.71 % Expected volatility 88.54 % 82.99 % Expected life (years) 6.55 6.48 Market value per share on grant date $ 0.78 $ 1.07 Fair value per share on grant date $ 0.59 $ 0.79 As of December 31, 2019, the Company had $0.7 million of total unrecognized compensation expense for employees which the Company will amortize over the weighted remaining term of 1.8 years. The Company entered into a Stock Appreciation Rights Agreement to issue 1,050,000 Stock Appreciation Rights (SARs) to Third Eye Capital on August 23, 2018 as part of Amendment No.1 to GAFI Note Purchase Agreement with an exercise date of one year from the issuance date. The SARs Agreement contains a call option for the Company at $2.00 per share during the first 11 months of the agreement either pay $2.1 million in cash or issue common stock worth of $2.1 million based on 30-day weighted average price of the stock on the call date, and a put option for the Third Eye Capital at $1.00 per share during the 11th month of the agreement where Third Eye Capital can redeem the SARs for $1.1 million in cash and cash equivalents. If none of the above options is exercised, SARs are automatically exercised and paid for in cash and cash equivalents one year from the date of the issuance date based upon the 30-day weighted average price of the Company’s stock price. We used an outside valuation expert to value the SARs using the Monte Carlo method. This valuation model requires us to make assumptions and judgments about the variables used in the calculation, such assumptions include the following: the fair value of our common stock, which was at $1.28. On August 23, 2018, the volatility of our common stock for a year at 127%, and a risk-free interest rate for one year at 2.43%. Based on this valuation, we recorded a fair value of the SARs of $1.28 million as fees on Amendment No. 1 to the GAFI term loan and these fees were amortized over the term of the loan according to ASC 470-50 Debt – Modification and Extinguishment. |
11. Agreements
11. Agreements | 12 Months Ended |
Dec. 31, 2019 | |
Other1 | |
Agreements | Working Capital Arrangement. The J.D. Heiskell sales activity associated with the Purchasing Agreement, Corn Procurement and Working Capital Agreements during the years ended December 31, 2019 and 2018 were as follows: As of and for the years ended December 31, 2019 2018 Ethanol sales $ 114,593 113,855 Wet distillers' grains sales 34,510 32,362 Corn oil sales 3,536 3,393 Corn purchases 119,786 112,687 Accounts receivable 554 433 Accounts payable 2,027 1,882 Ethanol and Wet Distillers Grains Marketing Arrangement. As of December 31, 2019, the Company has forward sales commitments for approximately 82,000 tons of WDG. These committed sales will be expected through March 2020. |
12. Segment Information
12. Segment Information | 12 Months Ended |
Dec. 31, 2019 | |
Segment Reporting [Abstract] | |
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 Keyes, California, the Goodland Plant, 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 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 years ended December 31, 2019 and 2018 follow: For the year ended For the year ended North America India Total Consolidated North America India Total Consolidated Revenues $ 154,148 $ 47,850 $ 201,998 $ 150,045 $ 21,481 $ 171,526 Cost of goods sold 150,197 39,103 189,300 145,947 20,174 166,121 Gross profit 3,951 8,747 12,698 4,098 1,307 5,405 Other Expenses Research and development expenses 205 - 205 246 - 246 Selling, general and administrative expenses 13,279 4,145 17,424 15,204 881 16,085 Interest expense 25,404 351 25,755 25,076 614 25,690 Accretion of Series A preferred units 2,257 - 2,257 44 - 44 Loss contingency on litigation 6,200 - 6,200 - - - Loss on impairment of intangibles - - - 865 - 865 Other expense (income) 25 (822 ) (797 ) (1,208 ) (37 ) (1,245 ) Income (loss) before income taxes $ (43,419 ) $ 5,073 $ (38,346 ) $ (36,129 ) $ (151 ) $ (36,280 ) Capital expenditures $ 7,519 $ 1,059 $ 8,578 $ 2,746 $ 1,328 $ 4,074 Depreciation 3,822 612 4,434 3,968 612 4,580 Total assets by segment are as follows: As of December 31, December 31, 2019 2018 North America $ 82,990 $ 78,149 India 16,906 13,672 Total Assets $ 99,896 $ 91,821 North America: India: |
13. Related Party Transactions
13. Related Party Transactions | 12 Months Ended |
Dec. 31, 2019 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | The Company owes Eric McAfee, the Company’s Chairman and CEO, and McAfee Capital, owned by Eric McAfee, $0.4 million in connection with employment agreements and expense reimbursements previously accrued as salaries expense and currently held as an accrued liability. The balance accrued related to these employment agreements was $0.4 million as of December 31, 2019 and 2018. For the years ended December 31, 2019 and 2018, the Company expensed $36 thousand and $39 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 December 31, 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 $304 thousand and $400 thousand for guaranty fee remained as an accrued liability as of December 31, 2019 and December 31, 2018 respectively. The Company owes various Board Members amounts totaling $1.2 million and $1.1 million as of December 31, 2019 and 2018, respectively, in connection with board compensation fees, which are included in accounts payable on the balance sheet. For each of the years ended December 31, 2019 and 2018, the Company expensed $0.4 million each year, in connection with board compensation fees. |
14. Income Tax
14. Income Tax | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Tax | The Company files a consolidated federal income tax return including all its domestic subsidiaries. State tax returns are filed on a consolidated, combined or separate basis depending on the applicable laws relating to the Company and its subsidiaries. Current income tax expense for the years ended December 31, 2019 and 2018 consisted of $8 thousand and $7 thousand, respectively of state and local taxes. Foreign deferred tax expense for the years ended December 31, 2019 and 2018 consisted of approximately $1.1 million and none, respectively. 2019 2018 Current: Federal $ - $ - State and Local 8 7 Foreign - - $ 8 $ 7 Deferred: Federal $ - $ - State and Local - - Foreign 1,123 - Income tax expense $ 1,131 $ 7 The Company recorded an approximate $1.1 million deferred tax liability as of December 31, 2019 that is recorded in other long term liabilites in the Consolidated Balance Sheets. The deferred tax liability resulted as India subsidiary had income for the year ended December 31, 2019. U.S. loss and foreign income (loss) before income taxes are as follows: Year Ended December 31, 2019 2018 United States loss $ (43,419 ) $ (36,129 ) Foreign income (loss) 5,073 (151 ) Total pretax loss $ (38,346 ) $ (36,280 ) Income tax benefit differs from the amounts computed by applying the statutory U.S. federal income tax rate (21%) to loss before income taxes as a result of the following: Year Ended December 31, 2019 2018 Income tax (benefit) at the federal statutory rate $ (8,052 ) $ (7,619 ) State tax (benefit) (48 ) (632 ) Foreign tax differential 900 450 Stock-based compensation 133 150 Interest Expense 478 - GILTI Inclusion 849 97 Other 166 (47 ) Prior year true-ups 1,493 - Valuation Allowance 5,212 7,608 Income Tax Expense $ 1,131 $ 7 Effective Tax Rate -2.95 % -0.02 % The components of the net deferred tax asset or (liability) are as follows: Year Ended December 31, 2019 2018 Deferred tax Assets: Organization, Startup and Intangible Assets $ 3,997 $ 4,723 Stock Based Compensation 328 301 NOLs and R&D Credits 53,400 56,270 Interest expense carryover 9,131 4,722 Ethanol Credits 1,500 1,500 Other, net 2,622 450 Total deferred tax assets 70,978 67,966 Valuation Allowance (59,547 ) (54,335 ) Net deferred tax assets 11,431 13,631 Deferred tax liabilities: Property, Plant, and Equipment (12,554 ) (13,631 ) Total deferred tax liabilities (12,554 ) (13,631 ) Net deferred tax liabilities $ (1,123 ) $ - The Company does not provide for U.S. income taxes for any undistributed earnings of the Company’s foreign subsidiaries, as the Company considers these permanently reinvested in the operations of such subsidiaries and have a cumulative foreign loss. At December 31, 2019 and 2018, these undistributed losses totaled $7.0 million, and $12.1 million, respectively. If any earnings were distributed, some countries may impose withholding taxes. Following the passage of the 2017 U.S. Tax Cuts and Jobs Act, the U.S. imposed a transition tax on the accumulated earnings of the Company’s foreign subsidiaries through December 31, 2017. Since the foreign subsidiaries have a cumulative loss, there was no U.S. federal tax impact related to the transition tax. Not all future earnings of the foreign subsidiaries will be subject to U.S. income taxes as the U.S. has moved to a modified territorial system for tax years beginning after December 31, 2017. Finally, due to the Company’s overall deficit in foreign cumulative earnings and its U.S. loss position, the Company does not believe a material net unrecognized U.S. deferred tax liability exists. In 2018 and 2019, the U.S. imposed a tax on Global Intangible Low-Taxed Income “GILTI” which imposes a tax on foreign income in excess of a deemed return on tangible assets of a foreign corporation. The Company has evaluated this provision and recognized an inclusion of $0.4 million and $4.0 million of income for the years ended December 31, 2018 and 2019, respectively, in relation to GILTI. This inclusion decreased the Company’s net loss. Due to the Company’s overall deficit in foreign cumulative earnings and its U.S. loss position, the Company does not believe a material net unrecognized U.S. deferred tax liability exists. ASC 740 Income Taxes We conduct business globally and, as a result, one or more of the Company’s subsidiaries file income tax returns in the U.S. federal jurisdiction and various state and foreign jurisdictions. In the normal course of business, the Company is subject to examination by taxing authorities throughout the world, including such major jurisdictions as India, Mauritius, and the United States. The Company files a U.S. federal income tax return and tax returns in three U.S. states, as well as in two foreign jurisdictions. Penalties and interest are classified as general and administrative expenses. The following describes the open tax years, by major tax jurisdiction, as of December 31, 2019: United States — Federal 2007 – present United States — State 2008– present India 2010 – present Mauritius 2006 – present As of December 31, 2019, the Company had U.S. federal NOL carryforwards of approximately $197.1 million and state NOL carryforwards of approximately $213.4 million. The Company also has approximately $1.5 million of alcohol and cellulosic biofuel credit carryforwards. As of December 31, 2019, the federal NOL’s of $195.1 million and the state NOL’s of $213.4 million expire on various dates between 2027 and 2039. Due to the 2017 U.S. Tax Reform, U.S. federal NOLs post 2017 in the amount of $2.0 million have no expiration date. Under the current tax law, net operating loss and credit carryforwards available to offset future income in any given year may be limited by U.S. or India statute regarding net operating loss carryforwards and timing of expirations or upon the occurrence of certain events, including significant changes in ownership interests. The Company’s India subsidiary has net operating loss carryforwards as of December 31, 2019 of approximately $1.9 million in U.S. dollars, which expire through December 31, 2026. |
15. Parent Company Financial St
15. Parent Company Financial Statements (Unaudited) | 12 Months Ended |
Dec. 31, 2019 | |
Condensed Financial Information Disclosure [Abstract] | |
Parent Company Financial Statements (Unaudited) | The following is a summary of the Parent Company financial statements for the years ended December 31, 2019 and 2018: Aemetis, Inc. (Parent Company) Balance Sheets As of December 31, 2019 and 2018 Assets 2019 2018 Current assets Cash and cash equivalents $ - $ - Receivables due from subsidiaries - 5,057 Prepaid expenses 290 364 Other current assets 29 - Total current assets 319 5,421 Investment in AE Advanced Products Keyes , Inc. 293 1,057 Investment in Aemetis International, Inc. 3,638 - Total investments in Subsidiaries, net of advances 3,931 1,057 Property, plant and equipment, net 4 12 Other assets 257 54 Total Assets $ 4,511 $ 6,544 Liabilities & stockholders' deficit Current liabilities Accounts payable $ 5,097 $ 5,026 Payables due to subsidiaries 3,176 - Mandatorily redeemable Series B convertible preferred 3,149 3,048 GAFI -payables, net of SARs discount issuance costs - 1,090 SARs liability - 1,132 Other current liabilities 9,217 2,215 Total current liabilities 20,639 12,511 Parent Company long term debt portion of secured notes, net of discount for issuance cost Subsidiary obligation in excess of investment Investment in AE Advanced Fuels, Inc. 112,041 89,854 Investment in Aemetis Americas, Inc 205 205 Investment in Aemetis Biofuels, Inc. 2,738 2,738 Investment in Aemetis Technologies, Inc. 4,234 4,030 Investment in Aemetis Property Keyes, Inc. 564 432 Investment in Biofuels Marketing, Inc. 349 349 Investment in Aemetis International, Inc. - 963 Investment in Goodland Advanced Fuels, Inc. 8,501 - Investment in Aemetis Biogas LLC 9,612 6,304 Total subsidiary obligation in excess of investment 138,244 104,875 Total long term liabilities 138,244 104,875 Stockholders' deficit Series B Preferred convertible stock 1 1 Common stock 21 20 Additional paid-in capital 86,852 85,917 Accumulated deficit (237,421 ) (193,204 ) Accumulated other comprehensive loss (3,825 ) (3,576 ) Total stockholders' deficit (154,372 ) (110,842 ) Total liabilities & stockholders' deficit $ 4,511 $ 6,544 Aemetis, Inc. (Parent Company) Statements of Operations and Comprehensive Loss For the Years Ended December 31, 2019 and 2018 2019 2018 Equity in subsidiary losses $ (21,745 ) $ (29,009 ) Selling, general and administrative expenses 6,673 8,742 Operating loss (28,418 ) (37,751 ) Other expense Interest expense 1,392 1,281 Other (income) expense 5,899 (6,023 ) Loss before income taxes (35,709 ) (33,009 ) Income tax expense 7 7 Net loss (35,716 ) (33,016 ) Other comprehensive loss Foreign currency translation adjustment (249 ) (672 ) Comprehensive loss $ (35,965 ) $ (33,688 ) Aemetis, Inc. (Parent Company) Statements of Cash Flows For the years ended December 31, 2019 and 2018 2019 2018 Operating activities: Net loss (35,716 ) (33,016 ) Adjustments to reconcile net loss to net cash used in operating activities: Stock-based compensation 774 981 Stock issued for services - 22 SARs Amortization 800 477 Depreciation 8 8 Subsidiary portion of net losses 21,745 29,009 Change in fair value of SARs liability (82 ) (145 ) Changes in assets and liabilities: Prepaid expenses 74 (113 ) Accounts payable 71 1,459 Accrued interest expense 1,184 209 Other liabilities 5,891 275 Other assets (232 ) - Net cash used in operating activities (5,483 ) (834 ) Investing activities: Subsidiary advances, net 6,781 2,119 Net cash provided by investing activities 6,781 2,119 Financing activities: Proceeds from borrowings under secured debt facilities - 1,500 Repayments of borrowings under secured debt facilities (1,298 ) (2,814 ) Net cash used by financing activities (1,298 ) (1,314 ) Net decrease in cash and cash equivalents - (29 ) Cash and cash equivalents at beginning of period - 29 Cash and cash equivalents at end of period $ - $ - Supplemental disclosures of cash flow information, cash paid: Interest payments - - Income tax expense 8 7 Supplemental disclosures of cash flow information, non-cash transactions: Fair value of warrants issued to subordinated debt holders 162 235 Exercise of Stock Appreciation Rights added to GAFI debt 1,050 - Stock Appreciation Rights issued for GAFI Amendment No. 1 - 1,277 Reclassification of GAFI Non-controlling interest 8,501 - |
16. Subsequent Events
16. Subsequent Events | 12 Months Ended |
Dec. 31, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subordinated Notes On January 1, 2020, the maturity on two accredited investors Subordinated Notes’ was extended until the earlier of (i) June 30, 2020; (ii) completion of an equity financing by AAFK or Aemetis in an amount of not less than $25 million; (iii) the completion of an Initial Public Offering by AAFK or Aemetis; or (iv) after the occurrence of an Event of Default, including failure to pay interest or principal when due and breaches of note covenants. A 10 percent cash extension fee was paid by adding the fee to the balance of the new Note and 113 thousand common stock warrants were granted with a term of two years and an exercise price of $0.01 per share. Third Eye Reserve Liquidity Facility On March 6, 2020, Third Eye agreed to increase the amount available under a one-year reserve liquidity facility governed by a promissory note for eight million dollars and extend the maturity date to April 1, 2021. Borrowings under the facility are available from March 6, 2020 until maturity on April 1, 2021. 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, 2021. 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 $500,000, payable from the proceeds of the first drawing under the facility. |
17. Management's Plan
17. Management's Plan | 12 Months Ended |
Dec. 31, 2019 | |
Managements Plan | |
Management's Plan | The accompanying financial statements have been prepared contemplating the realization of assets and satisfaction of liabilities in the normal course of business. The Company has been reliant on their senior secured lender to provide additional funding and has been required to remit substantially all excess cash from operations to the senior secured lender. As of December 31, 2019, the Company had $8.0 million available under Reserve Liquidity Facility to fund future cash flow requirements. On March 6, 2020, the maturity of the Reserve Liquidity facility was extended to April 1, 2021 and the available amount under the facility was increased to $18.0 million. Management believes that through the following actions, the Company will have the ability to generate capital liquidity to carry out the business plan: ● 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 Messer for the delivery of gas to their neighboring facility during 2020. ● 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. Management believes that a combination of the above-mentioned actions as well as the subsequent debt financing described in Note 16, will provide the funding necessary to alleviate substantial doubt about the Company’s ability to continue as a going concern. |
1. Nature of Activities and S_2
1. Nature of Activities and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Nature of Activities | ● Aemetis Americas, Inc., a Nevada corporation, and its subsidiary AE Biofuels, Inc., a Delaware corporation; ● Biofuels Marketing, Inc., a Delaware corporation; ● Aemetis International, Inc., a Nevada corporation, and its subsidiary International Biofuels, Ltd., a Mauritius corporation, and its subsidiary Universal Biofuels Private, Ltd., an India company; ● Aemetis Technologies, Inc., a Delaware corporation; ● Aemetis Biochemicals, Inc., a Nevada corporation; ● Aemetis Biofuels, Inc., a Delaware corporation, and its subsidiary Energy Enzymes, Inc., a Delaware corporation; ● AE Advanced Fuels, Inc., a Delaware corporation, and its subsidiaries Aemetis Advanced Fuels Keyes, Inc., a Delaware corporation, and Aemetis Facility Keyes, Inc., a Delaware corporation, Aemetis Property Keyes, Inc., a Delaware corporation; ● Aemetis Advanced Fuels, Inc., a Nevada corporation; ● Aemetis Advanced Products Keyes, Inc., a Delaware corporation and its subsidiary Aemetis Properties Riverbank, Inc., a Delaware corporation, Aemetis Riverbank, Inc., a Delaware corporation, and its subsidiary Aemetis Advanced Products Riverbank, Inc., a Delaware corporation; ● Aemetis Advanced Biorefinery Keyes, Inc., a Delaware corporation; ● Aemetis Biogas LLC, a Delaware limited liability company; and ● Goodland Advanced Fuels, Inc., a Nevada corporation. Headquartered in Cupertino, California, Aemetis is an advanced renewable fuels and biochemicals company focused on the acquisition, development and commercialization of innovative technologies that replace traditional petroleum-based products through the conversion of second-generation ethanol and biodiesel plants into advanced biorefineries. Founded in 2006, we own and operate a 60 million gallon per year ethanol facility (“Keyes Plant”) in the California Central Valley near Modesto where we manufacture and produce ethanol, wet distillers’ grains (“WDG”), condensed distillers solubles (“CDS”), and distillers’ corn oil (“DCO”). We also own and operate a 50 million gallon per year renewable chemical and advanced fuel production facility (“Kakinada Plant”) on the East Coast of India producing high quality distilled biodiesel and refined glycerin for customers in India and Europe. We operate a research and development laboratory to develop efficient conversion technologies using waste feedstocks to produce biofuels and biochemicals. Additionally, we own a partially completed plant in Goodland, Kansas (the “Goodland Plant”) through our subsidiary Goodland Advanced Fuels, Inc., (“GAFI”), which was formed to acquire the Goodland Plant. As of December 31, 2019, we exercised the option to acquire the all of capital stock of GAFI. Before exercising the option on December 31, 2019, GAFI was consolidated into the financial statements as a variable interest entity. We plan to deploy a cellulosic ethanol technology to the Goodland Plant. 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 Messer to sell carbon dioxide (“CO2”) produced at the Keyes Plant. The Aemetis section of the CO2 project construction was completed in January 2020, and we expect to commence operations and revenue from this project in the second quarter of 2020. 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 | These consolidated financial statements include the accounts of Aemetis. Additionally, we consolidate all entities in which we have a controlling financial interest either directly or by option to acquire the interest. A controlling financial interest is usually obtained through ownership of a majority of the voting interests. However, an enterprise must consolidate a variable interest entity (“VIE”) if the enterprise is the primary beneficiary of the VIE, even if the enterprise does not own a majority of the voting interests. The primary beneficiary is the party that has both the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance, and the obligation to absorb losses or the right to receive benefits from the VIE that could potentially be significant to the VIE. Prior to December 31, 2019, GAFI was consolidated into the financial statements as a VIE. On December 31, 2019, we exercised an option to acquire all capital stock of GAFI for $10 and consolidated assets, liabilities, and equity. In addition, the period costs related to non-controlling interest are presented as separately on the Statement of Operations for the year ended December 31, 2019. All intercompany balances and transactions have been eliminated in consolidation including any transactions between GAFI and Aemetis, Inc. |
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 years ended December 31, 2019 2018 Ethanol sales $ 114,593 $ 113,855 Wet distillers' grains sales 34,510 32,362 Other sales 5,045 3,828 $ 154,148 $ 150,045 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 $1.0 million as of December 31, 2019, in connection with a contract with a customer to sell CCA credits. However, control of the credits were not transferred to the customer until January 3, 2020 while we received cash in advance. India: The below table shows our sales in India by product category: India (in thousands) For the years ended December 31, 2019 2018 Biodiesel sales $ 42,464 $ 17,009 Refined Glycerin sales 2,809 4,467 Other sales 2,577 5 $ 47,850 $ 21,481 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 | |
Shipping and Handling Costs | Shipping and handling costs are classified as a component of cost of goods sold in the accompanying consolidated statements of operations. |
Research and Development | |
Cash and Cash Equivalents | |
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 conditions of the Company’s customers were to deteriorate, additional allowances may be required. We did not reserve any balance for allowance for doubtful accounts in the years ended December 31, 2019 and 2018. |
Inventories | |
Property, Plant and Equipment | Property, plant and equipment are carried at cost less accumulated depreciation after assets are placed in service and are comprised primarily of buildings, furniture, machinery, equipment, land, and the Keyes Plant, Goodland Plant and Kakinada Plant. The Goodland Plant is partially completed and is not ready for operation; The Cellulosic ethanol, CO2 project and Biogas diaries capital projects are being constructed and are not in operation; hence, we are not depreciating these assets yet. Otherwise, it is the Company’s policy to depreciate capital assets over their estimated useful lives using the straight-line method. 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, |
Intangibles | |
California Grants | 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 |
Income Taxes | Income Taxes ASC 740 provides for recognition of deferred tax assets if the realization of such assets is more likely than not to occur. Otherwise, a valuation allowance is established for the deferred tax assets, which may not be realized. As of December 31, 2019 and 2018, the Company recorded a full valuation allowance against its net deferred tax assets due to operating losses incurred since inception. Realization of deferred tax assets is dependent upon future earnings, if any, the timing and amount of which are uncertain. Accordingly, the net deferred tax assets were fully offset by a valuation allowance. The Company is subject to income tax audits by the respective tax authorities in all of the jurisdictions in which it operates. The determination of tax liabilities in each of these jurisdictions requires the interpretation and application of complex and sometimes uncertain tax laws and regulations. The recognition and measurement of current taxes payable or refundable and deferred tax assets and liabilities requires that the Company make certain estimates and judgments. Changes to these estimates or a change in judgment may have a material impact on the Company’s tax provision in a future period. In 2018, the Company adopted certain tax accounting policies related to the new global intangible low-taxed income (“GILTI”) provisions under the Tax Act such that the Company will: (1) account for all GILTI related book-tax differences as period costs and (2) use the Incremental Cash Tax Savings approach in evaluating its valuation allowance assessment related to the GILTI inclusion. |
Basic and Diluted Net Income (Loss) per Share | The following table shows the number of potentially dilutive shares excluded from the diluted net loss per share calculation as of December 31, 2019 and 2018: As of December 31, 2019 December 31, 2018 Series B preferred (post split basis) 132 132 Common stock options and warrants 3,840 2,984 Debt with conversion feature at $30 per share of common stock 1,262 1,236 SARs conversion if stock issued at $0.71 per share to cover $2.1 million - 2,964 Total number of potentially dilutive shares excluded from the diluted net loss per share calculation 5,234 7,316 |
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 Keyes, California, the Goodland Plant, 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 |
Commitments and Contingencies | Contingencies |
Convertible Instruments | |
Debt Modification Accounting | Debt – Modification and Extinguishments |
Recently Issued Accounting Pronouncements | None. |
1. Nature of Activities and S_3
1. Nature of Activities and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Disaggregation of revenue | North America (in thousands) For the years ended December 31, 2019 2018 Ethanol sales $ 114,593 $ 113,855 Wet distillers' grains sales 34,510 32,362 Other sales 5,045 3,828 $ 154,148 $ 150,045 India (in thousands) For the years ended December 31, 2019 2018 Biodiesel sales $ 42,464 $ 17,009 Refined Glycerin sales 2,809 4,467 Other sales 2,577 5 $ 47,850 $ 21,481 |
Schedule of dilutive securities | As of December 31, 2019 December 31, 2018 Series B preferred (post split basis) 132 132 Common stock options and warrants 3,840 2,984 Debt with conversion feature at $30 per share of common stock 1,262 1,236 SARs conversion if stock issued at $0.71 per share to cover $2.1 million - 2,964 Total number of potentially dilutive shares excluded from the diluted net loss per share calculation 5,234 7,316 |
2. Inventories (Tables)
2. Inventories (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Inventory Disclosure [Abstract] | |
Schedule of inventories | December 31, 2019 December 31, 2018 Raw materials $ 2,566 $ 3,647 Work-in-progress 1,455 1,327 Finished goods 2,497 1,155 Total inventories $ 6,518 $ 6,129 |
3. Property, Plant and Equipm_2
3. Property, Plant and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property, plant and equipment | December 31, 2019 December 31, 2018 Land $ 4,104 $ 4,116 Plant and buildings 83,139 82,445 Furniture and fixtures 1,094 1,056 Machinery and equipment 4,252 3,928 Construction in progress 12,571 3,581 GAFI property held for development 15,408 15,408 Total gross property, plant & equipment 120,568 110,534 Less accumulated depreciation (36,342 ) (32,042 ) Total net property, plant & equipment $ 84,226 $ 78,492 |
Depreciation of property, plant, and equipment | Years Plant and buildings 20 - 30 Machinery and equipment 5 - 7 Furniture and fixtures 3 - 5 |
4. Debt (Tables)
4. Debt (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of long-term debt | December 31, 2019 December 31, 2018 Third Eye Capital term notes $ 7,024 $ 7,024 Third Eye Capital revolving credit facility 62,869 47,225 Third Eye Capital revenue participation term notes 11,794 11,794 Third Eye Capital acquisition term notes 25,518 23,841 Third Eye Capital promissory note 2,815 - Cilion shareholder seller notes payable 6,124 5,974 Subordinated notes 11,502 10,080 EB-5 promissory notes 41,932 38,536 Unsecured working capital loans 2,631 4,822 GAFI Term and Revolving loans 30,216 25,821 Total debt 202,425 175,117 Less current portion of debt 22,740 17,298 Total long term debt $ 179,685 $ 157,819 |
Maturities of long-term debt | Twelve months ended December 31, Debt Repayments 2020 $ 22,740 2021 144,775 2022 23,000 2023 10,624 2024 2,500 Total debt 203,639 Debt issuance costs (1,214 ) Total debt, net of debt issuance costs $ 202,425 |
5. Commitments and Contingenc_2
5. Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of minimum operating lease payments | Year ended December 31, 2019 Operating lease expense $ 712 Short term lease expense 85 Variable lease expense 102 Sub lease income (117 ) Total lease cost $ 782 |
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 year ended December 31, 2019: Year ended December 31, 2019 Accretion of the lease liability $ 124 Amortization of right-of-use assets $ 587 Weighted Average Remaining Lease Term Operating Leases 1.5 years Weighted Average Discount Rate Operating Leases 14.8 % Supplemental balance sheet information related to leases was as follows: As of December 31, 2019 Operating lease right-of-use assets $ 557 Operating lease liabilities: Short term lease liability $ 377 Long term lease liability $ 200 |
Maturities of operating lease liabilities | Year ended December 31, Operating leases 2020 $ 423 2021 185 2022 30 Total lease payments $ 638 Less imputed interest (61 ) Total operating lease liability $ 577 |
6. Variable Interest Entity (Ta
6. Variable Interest Entity (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Variable Interest Entity | |
Variable interest entity, balance sheet and operations | For the years ended December 31, 2019 December 31, 2018 Other Expenses Selling, general and administrative expenses $ 426 $ 455 Operating loss (426 ) (455 ) Interest expense Interest rate expense 3,142 2,865 Debt related fees and amortization expense 868 690 Other income (675 ) (739 ) Net loss $ (3,761 ) $ (3,271 ) |
8. Stockholders' Equity (Tables
8. Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Stockholders' deficit: | |
Convertible preferred stock | Shares Issued and Outstanding December 31, Authorized Shares 2019 2018 Series B preferred stock 7,235 1,323 1,323 Undesignated 57,765 — — 65,000 1,323 1,323 |
9. Outstanding Warrants (Tables
9. Outstanding Warrants (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Stockholders' deficit: | |
Weighted average assumptions | Description For the year ended December 31 2019 2018 Dividend-yield 0 % 0 % Risk-free interest rate 2.13 % 2.25 % Expected volatility 103.0 % 92.2 % Expected life (years) 2 2 Market value per share on grant date $ 0.73 $ 1.05 Exercise price per share $ 0.01 $ 0.01 Fair value per share on grant date $ 0.72 $ 1.04 |
Schedule of warrant activity | Warrants Outstanding & Exercisable Weighted - Average Exercise Price Average Remaining Term in Years Outstanding December 31, 2017 330 $ 3.47 3.02 Granted 227 0.01 Exercised (227 ) 0.01 Expired (235 ) 3.82 Outstanding December 31, 2018 95 $ 2.59 6.95 Granted 227 0.01 Exercised (227 ) 0.01 Outstanding December 31, 2019 95 $ 2.59 5.95 |
10. Stock-Based Compensation (T
10. Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 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, 2017 196 2,189 $ 2.70 Authorized 655 - - Granted (1,148 ) 1,148 1.07 Exercised - (2 ) 0.67 Forfeited/expired 446 (446 ) 4.35 Balance as of December 31, 2018 149 2,889 $ 1.80 Authorized 855 - - Granted (1,116 ) 1,116 0.78 Forfeited/expired 259 (259 ) 3.53 Balance as of December 31, 2019 147 3,746 $ 1.38 |
Vested and unvested awards outstanding | Number of Shares Weighted Average Exercise Price Remaining Contractual Term (In Years) Average Intrinsic Value1 2019 Vested and Exercisable 2,659 $ 1.56 7.45 $ 145 Unvested 1,087 0.93 8.78 77 Total 3,746 $ 1.38 7.84 $ 222 2018 Vested and Exercisable 1,923 $ 2.01 7.34 $ - Unvested 966 1.38 8.81 - Total 2,889 $ 1.80 7.80 $ - |
Schedule of weighted average fair value calculations for options | Description For the years ended December 31, 2019 2018 Dividend-yield 0 % 0 % Risk-free interest rate 2.38 % 2.71 % Expected volatility 88.54 % 82.99 % Expected life (years) 6.55 6.48 Market value per share on grant date $ 0.78 $ 1.07 Fair value per share on grant date $ 0.59 $ 0.79 |
11. Agreements (Tables)
11. Agreements (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Other1 | |
Schedule of working capital agreement activity | As of and for the years ended December 31, 2019 2018 Ethanol sales $ 114,593 113,855 Wet distillers' grains sales 34,510 32,362 Corn oil sales 3,536 3,393 Corn purchases 119,786 112,687 Accounts receivable 554 433 Accounts payable 2,027 1,882 |
12. Segment Information (Tables
12. Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Segment Reporting [Abstract] | |
Schedule of segment information | For the year ended December 31, 2019 For the year ended December 31, 2018 North America India Total Consolidated India Total Consolidated Revenues $ 154,148 $ 47,850 $ 201,998 $ 150,045 $ 21,481 $ 171,526 Cost of goods sold 150,197 39,103 189,300 145,947 20,174 166,121 Gross profit 3,951 8,747 12,698 4,098 1,307 5,405 Other Expenses Research and development expenses 205 - 205 246 - 246 Selling, general and administrative expenses 13,279 4,145 17,424 15,204 881 16,085 Interest expense 25,404 351 25,755 25,076 614 25,690 Accretion of Series A preferred units 2,257 - 2,257 44 - 44 Loss contingency on litigation 6,200 - 6,200 - - - Loss on impairment of intangibles - - - 865 - 865 Other expense (income) 25 (822 ) (797 ) (1,208 ) (37 ) (1,245 ) Income (loss) before income taxes $ (43,419 ) $ 5,073 $ (38,346 ) $ (36,129 ) $ (151 ) $ (36,280 ) Capital expenditures $ 7,519 $ 1,059 $ 8,578 $ 2,746 $ 1,328 $ 4,074 Depreciation 3,822 612 4,434 3,968 612 4,580 |
Total assets by segment | As of December 31, December 31, 2019 2018 North America $ 82,990 $ 78,149 India 16,906 13,672 Total Assets $ 99,896 $ 91,821 |
14. Income Tax (Tables)
14. Income Tax (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income tax expense | 2019 2018 Current: Federal - - State and Local $ 8 $ 7 Foreign - - $ 8 $ 7 Deferred: Federal $ - $ - State and Local - - Foreign 1,123 - Income tax expense/(benefit) $ 1131 $ 7 |
U.S. loss and foreign loss before income taxes | Year Ended December 31, 2019 2018 United States loss $ (43,419 ) $ (36,129 ) Foreign income (loss) 5,073 (151 ) Total pretax loss $ (38,346 ) $ (36,280 ) |
Effective tax rate | Year Ended December 31, 2019 2018 Income tax (benefit) at the federal statutory rate $ (8,052 ) $ (7,619 ) State tax (benefit) (48 ) (632 ) Foreign tax differential 900 450 Stock-based compensation 133 150 Interest Expense 478 - GILTI Inclusion 849 97 Other 166 (47 ) Prior year true-ups 1,493 - Valuation Allowance 5,212 7,608 Income Tax Expense $ 1,131 $ 7 Effective Tax Rate -2.95 % -0.02 % |
Components of the net deferred tax asset or (liability) | Year Ended December 31, 2019 2018 Deferred tax Assets: Organization, Startup and Intangible Assets $ 3,997 $ 4,723 Stock Based Compensation 328 301 NOLs and R&D Credits 53,400 56,270 Interest expense carryover 9,131 4,722 Ethanol Credits 1,500 1,500 Other, net 2,622 450 Total deferred tax assets 70,978 67,966 Valuation Allowance (59,547 ) (54,335 ) Net deferred tax assets 11,431 13,631 Deferred tax liabilities: Property, Plant, and Equipment (12,554 ) (13,631 ) Total deferred tax liabilities (12,554 ) (13,631 ) Net deferred tax liabilities $ (1,123 ) $ - |
Open tax years, by major tax jurisdiction | United States — Federal 2007 – present United States — State 2008– present India 2010 – present Mauritius 2006 – present |
15. Parent Company Financial _2
15. Parent Company Financial Statements (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Condensed Financial Information Disclosure [Abstract] | |
Parent Balance Sheets | Assets 2019 2018 Current assets Cash and cash equivalents $ - $ - Receivables due from subsidiaries - 5,057 Prepaid expenses 290 364 Other current assets 29 - Total current assets 319 5,421 Investment in AE Advanced Products Keyes , Inc. 293 1,057 Investment in Aemetis International, Inc. 3,638 - Total investments in Subsidiaries, net of advances 3,931 1,057 Property, plant and equipment, net 4 12 Other assets 257 54 Total Assets $ 4,511 $ 6,544 Liabilities & stockholders' deficit Current liabilities Accounts payable $ 5,097 $ 5,026 Payables due to subsidiaries 3,176 - Mandatorily redeemable Series B convertible preferred 3,149 3,048 GAFI -payables, net of SARs discount issuance costs - 1,090 SARs liability - 1,132 Other current liabilities 9,217 2,215 Total current liabilities 20,639 12,511 Parent Company long term debt portion of secured notes, net of discount for issuance cost Subsidiary obligation in excess of investment Investment in AE Advanced Fuels, Inc. 112,041 89,854 Investment in Aemetis Americas, Inc 205 205 Investment in Aemetis Biofuels, Inc. 2,738 2,738 Investment in Aemetis Technologies, Inc. 4,234 4,030 Investment in Aemetis Property Keyes, Inc. 564 432 Investment in Biofuels Marketing, Inc. 349 349 Investment in Aemetis International, Inc. - 963 Investment in Goodland Advanced Fuels, Inc. 8,501 - Investment in Aemetis Biogas LLC 9,612 6,304 Total subsidiary obligation in excess of investment 138,244 104,875 Total long term liabilities 138,244 104,875 Stockholders' deficit Series B Preferred convertible stock 1 1 Common stock 21 20 Additional paid-in capital 86,852 85,917 Accumulated deficit (237,421 ) (193,204 ) Accumulated other comprehensive loss (3,825 ) (3,576 ) Total stockholders' deficit (154,372 ) (110,842 ) Total liabilities & stockholders' deficit $ 4,511 $ 6,544 |
Parent Statements of Operations and Comprehensive Loss | 2019 2018 Equity in subsidiary losses $ (21,745 ) $ (29,009 ) Selling, general and administrative expenses 6,673 8,742 Operating loss (28,418 ) (37,751 ) Other expense Interest expense 1,392 1,281 Other (income) expense 5,899 (6,023 ) Loss before income taxes (35,709 ) (33,009 ) Income tax expense 7 7 Net loss (35,716 ) (33,016 ) Other comprehensive loss Foreign currency translation adjustment (249 ) (672 ) Comprehensive loss $ (35,965 ) $ (33,688 ) |
Parent Statements of Cash Flows | 2019 2018 Operating activities: Net loss (35,716 ) (33,016 ) Adjustments to reconcile net loss to net cash used in operating activities: Stock-based compensation 774 981 Stock issued for services - 22 SARs Amortization 800 477 Depreciation 8 8 Subsidiary portion of net losses 21,745 29,009 Change in fair value of SARs liability (82 ) (145 ) Changes in assets and liabilities: Prepaid expenses 74 (113 ) Accounts payable 71 1,459 Accrued interest expense 1,184 209 Other liabilities 5,891 275 Other assets (232 ) - Net cash used in operating activities (5,483 ) (834 ) Investing activities: Subsidiary advances, net 6,781 2,119 Net cash provided by investing activities 6,781 2,119 Financing activities: Proceeds from borrowings under secured debt facilities - 1,500 Repayments of borrowings under secured debt facilities (1,298 ) (2,814 ) Net cash used by financing activities (1,298 ) (1,314 ) Net decrease in cash and cash equivalents - (29 ) Cash and cash equivalents at beginning of period - 29 Cash and cash equivalents at end of period $ - $ - Supplemental disclosures of cash flow information, cash paid: Interest payments - - Income tax expense 8 7 Supplemental disclosures of cash flow information, non-cash transactions: Fair value of warrants issued to subordinated debt holders 162 235 Exercise of Stock Appreciation Rights added to GAFI debt 1,050 - Stock Appreciation Rights issued for GAFI Amendment No. 1 - 1,277 Reclassification of GAFI Non-controlling interest 8,501 - |
1. Nature of Activities and S_4
1. Nature of Activities and Summary of Significant Accounting Policies (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Sales | $ 201,998 | $ 171,526 |
North America | ||
Sales | 154,148 | 150,045 |
North America | Ethanol sales | ||
Sales | 114,593 | 113,855 |
North America | Wet distiller's grains sales | ||
Sales | 34,510 | 32,362 |
North America | Other sales | ||
Sales | 5,045 | 3,828 |
India | ||
Sales | 47,850 | 21,481 |
India | Other sales | ||
Sales | 2,577 | 5 |
India | Biodiesel sales | ||
Sales | 42,464 | 17,009 |
India | Refined Glycerin sales | ||
Sales | $ 2,809 | $ 4,467 |
1. Nature of Activities and S_5
1. Nature of Activities and Summary of Significant Accounting Policies (Details 1) - shares | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Total number of potentially dilutive shares excluded from the basic and diluted net loss per share calculation | 5,234 | 7,316 |
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 | 3,840 | 2,984 |
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 | 1,262 | 1,236 |
SARs conversion of stock issued at $0.71 per share to cover $2.1 million | ||
Total number of potentially dilutive shares excluded from the basic and diluted net loss per share calculation | 0 | 2,964 |
2. Inventories (Details)
2. Inventories (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 2,566 | $ 3,647 |
Work-in-progress | 1,455 | 1,327 |
Finished goods | 2,497 | 1,155 |
Total inventories | $ 6,518 | $ 6,129 |
2. Inventories (Details Narrati
2. Inventories (Details Narrative) - USD ($) $ in Thousands | Dec. 31, 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 | Dec. 31, 2019 | Dec. 31, 2018 |
Property, Plant and Equipment [Abstract] | ||
Land | $ 4,104 | $ 4,116 |
Plant and buildings | 83,139 | 82,445 |
Furniture and fixtures | 1,094 | 1,056 |
Machinery and equipment | 4,252 | 3,928 |
Construction in progress | 12,571 | 3,581 |
GAFI property, plant & equipment | 15,408 | 15,408 |
Total gross property, plant & equipment | 120,568 | 110,534 |
Less accumulated depreciation | (36,342) | (32,042) |
Total net property, plant & equipment | $ 84,226 | $ 78,492 |
3. Property, Plant and Equipm_4
3. Property, Plant and Equipment (Details 1) | 12 Months Ended |
Dec. 31, 2019 | |
Plant and buildings | Minimum | |
Useful life | 20 years |
Plant and buildings | Maximum | |
Useful life | 30 years |
Machinery & Equipment | Minimum | |
Useful life | 5 years |
Machinery & Equipment | Maximum | |
Useful life | 7 years |
Furniture & Fixtures | Minimum | |
Useful life | 3 years |
Furniture & Fixtures | Maximum | |
Useful life | 5 years |
3. Property, Plant and Equipm_5
3. Property, Plant and Equipment (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | ||
Interest capitalized | $ 316 | $ 135 |
Depreciation expense | $ 4,434 | $ 4,580 |
4. Debt (Details)
4. Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Debt Disclosure [Abstract] | ||
Third Eye Capital term note | $ 7,024 | $ 7,024 |
Third Eye Capital revolving credit facility | 62,869 | 47,225 |
Third Eye Capital revenue participation term note | 11,794 | 11,794 |
Third Eye Capital acquisition term note | 25,518 | 23,841 |
Third Eye Capital promissory note | 2,815 | 0 |
Cilion shareholder seller note payable | 6,124 | 5,974 |
Subordinated notes | 11,502 | 10,080 |
EB-5 long term promissory notes | 41,932 | 38,536 |
Unsecured working capital loans | 2,631 | 4,822 |
GAFI term and revolving loans | 30,216 | 25,821 |
Total debt | 202,425 | 175,117 |
Less current portion of debt | 22,740 | 17,298 |
Total long term debt | $ 179,685 | $ 157,819 |
4. Debt (Details 1)
4. Debt (Details 1) $ in Thousands | Dec. 31, 2019USD ($) |
For the twelve months ending | |
2020 | $ 22,740 |
2021 | 144,775 |
2022 | 23,000 |
2023 | 10,624 |
2024 | 2,500 |
Total debt | 203,639 |
Discounts | (1,214) |
Total debt, net of discounts | $ 202,425 |
4. Debt (Details Narrative)
4. Debt (Details Narrative) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Cilion shareholder Seller note payable | ||
Principal and interest outstanding | $ 6,100 | $ 6,000 |
Third Eye Capital Term Notes | ||
Principal and interest outstanding | 7,000 | 7,000 |
Third Eye Capital Revolving Credit Facility | ||
Principal and interest outstanding | 62,900 | 47,200 |
Third Eye Capital Revenue Participation Term Notes | ||
Principal and interest outstanding | 11,800 | 11,800 |
Third Eye Capital Acquisition Term Notes | ||
Principal and interest outstanding | 25,500 | 23,800 |
Subordinated Notes | ||
Principal and interest outstanding | 11,500 | 10,100 |
EB-5 promissory notes | ||
Principal outstanding | 35,000 | 35,000 |
Interest outstanding | 2,900 | 2,000 |
Secunderabad Oils | ||
Principal and interest outstanding | 600 | 300 |
EB-5 promissory notes phase 2 | ||
Principal and interest outstanding | 4,100 | |
EB-5 promissory notes phase 2 | ||
Principal and interest outstanding | 0 | |
Unsecured working capital loans | ||
Principal and interest outstanding | $ 2,000 | $ 4,600 |
5. Commitments and Contingenc_3
5. Commitments and Contingencies (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | |
Operating lease expense | $ 712 |
Short term lease expense | 85 |
Variable lease expense | 102 |
Sub lease income | (117) |
Total lease cost | $ 782 |
5. Commitments and Contingenc_4
5. Commitments and Contingencies (Details 1) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Accretion of the lease liability | $ 124 | |
Amortization of right-of-use assets | $ 587 | |
Weighted average remaining lease term operating leases | 1 year 6 months | |
Weighted average discount rate operating leases | 14.80% | |
Operating lease right-of-use assets | $ 557 | $ 0 |
Short term lease liability | 377 | |
Long term lease liability | $ 200 |
5. Commitments and Contingenc_5
5. Commitments and Contingencies (Details 2) $ in Thousands | Dec. 31, 2019USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2020 | $ 423 |
2021 | 185 |
2022 | 30 |
Total payments | 638 |
Less: imputed interest | (61) |
Total operating lease liability | $ 577 |
6. Variable Interest Entity (De
6. Variable Interest Entity (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | |
Selling, general and administrative expenses | $ 17,424 | $ 16,085 | |
Operating loss | (4,931) | (10,926) | |
Interest expense | |||
Interest rate expense | 25,755 | 25,690 | |
Other income | (797) | (1,245) | |
Net loss | (39,477) | $ (36,287) | |
GAFI | |||
Selling, general and administrative expenses | $ 455 | 426 | |
Operating loss | (455) | (426) | |
Interest expense | |||
Interest rate expense | 2,865 | 3,142 | |
Debt related fees and amortization expense | 690 | 868 | |
Other income | (739) | (675) | |
Net loss | $ (3,271) | $ (3,761) |
8. Stockholders Equity' (Detail
8. Stockholders Equity' (Details) - shares | Dec. 31, 2019 | Dec. 31, 2018 |
Authorized shares | 65,000 | 65,000 |
Issued shares | 1,323 | 1,323 |
Outstanding shares | 1,323 | 1,323 |
Undesignated | ||
Authorized shares | 57,765 | 57,765 |
Issued shares | 0 | 0 |
Outstanding shares | 0 | 0 |
Series B Preferred Stock | ||
Authorized shares | 7,235 | 7,235 |
Issued shares | 1,323 | 1,323 |
Outstanding shares | 1,323 | 1,323 |
9. Outstanding Warrants (Detail
9. Outstanding Warrants (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Stockholders' deficit: | ||
Dividend yield | 0.00% | 0.00% |
Risk-free interest rate | 2.13% | 2.25% |
Expected volatility | 103.00% | 92.20% |
Expected life (years) | 2 years | 2 years |
Market value per share on grant date | $ .73 | $ 1.05 |
Exercise price per share | .01 | .01 |
Fair value per share on grant date | $ .72 | $ 1.04 |
9. Outstanding Warrants (Deta_2
9. Outstanding Warrants (Details 1) - Warrants - $ / shares | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Number of outstanding, beginning | 95 | 330 |
Number of warrants granted | 227 | 227 |
Number of warrants exercised | (227) | (227) |
Number of warrants expired | 0 | (235) |
Number of outstanding, ending | 95 | 95 |
Weighted average exercise price outstanding, beginning | $ 2.59 | $ 3.47 |
Weighted average exercise price granted | .01 | 0.01 |
Weighted average exercise price exercised | .01 | 0.01 |
Weighted average exercise price expired | .00 | 3.82 |
Weighted average exercise price outstanding, ending | $ 2.59 | $ 2.59 |
Weighted average remaining contractual life (in years) outstanding, beginning | 6 years 11 months 12 days | 3 years 7 days |
Weighted average remaining contractual life (in years) outstanding, ending | 5 years 11 months 12 days | 6 years 11 months 12 days |
10. Stock-Based Compensation (D
10. Stock-Based Compensation (Details) - Options - $ / shares | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Shares available for grant, beginning | 149 | 196 |
Shares available for grant authorized | 855 | 655 |
Shares available for grant granted | (116) | (1,148) |
Shares available for grant exercised | 0 | 0 |
Shares available for grant forfeited/expired | 259 | 446 |
Shares available for grant, ending | 147 | 149 |
Number of outstanding, beginning | 2,889 | 2,189 |
Number of shares granted | 0 | 1,148 |
Number of shares forfeited/expired | 1,116 | (2) |
Number of shares exercised | (259) | (446) |
Number of outstanding, ending | 3,746 | 2,889 |
Weighted average exercise price outstanding, beginning | $ 1.80 | $ 2.70 |
Weighted average exercise price granted | 0 | 1.07 |
Weighted average exercise price forfeited/expired | .78 | .67 |
Weighted average exercise price exercised | 3.53 | 4.35 |
Weighted average exercise price outstanding, ending | $ 1.38 | $ 1.80 |
10. Stock-Based Compensation _2
10. Stock-Based Compensation (Details 1) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Options | ||
Number of outstanding, ending | 3,746 | 2,889 |
Weighted average exercise price outstanding, ending | $ 1.38 | $ 1.80 |
Remaining contractual term (in years) | 7 years 10 months 2 days | 7 years 9 months 18 days |
Average intrinsic value | $ 222 | $ 0 |
Vested Options | ||
Number of outstanding, ending | 2,659 | 1,923 |
Weighted average exercise price outstanding, ending | $ 1.56 | $ 2.01 |
Remaining contractual term (in years) | 7 years 5 months 12 days | 7 years 4 months 2 days |
Average intrinsic value | $ 145 | $ 0 |
Unvested Options | ||
Number of outstanding, ending | 1,087 | 966 |
Weighted average exercise price outstanding, ending | $ .93 | $ 1.38 |
Remaining contractual term (in years) | 8 years 9 months 11 days | 8 years 9 months 22 days |
Average intrinsic value | $ 77 | $ 0 |
10. Stock-Based Compensation _3
10. Stock-Based Compensation (Details 2) - $ / shares | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Dividend-yield | 0.00% | 0.00% |
Risk-free interest rate | 2.13% | 2.25% |
Expected volatility | 103.00% | 92.20% |
Expected life (years) | 2 years | 2 years |
Market value per share on grant date | $ .73 | $ 1.05 |
Equity Option [Member] | ||
Dividend-yield | 0.00% | 0.00% |
Risk-free interest rate | 2.38% | 2.71% |
Expected volatility | 88.54% | 82.99% |
Expected life (years) | 6 years 6 months 18 days | 6 years 5 months 23 days |
Market value per share on grant date | $ .78 | $ 1.07 |
Weighted average fair value per share of common stock | $ .59 | $ 0.79 |
11. Agreements (Details)
11. Agreements (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Other1 | ||
Ethanol sales | $ 114,593 | $ 113,855 |
Wet distiller's grains sales | 34,510 | 32,362 |
Corn oil sales | 3,536 | 3,393 |
Corn purchases | 119,786 | 112,687 |
Accounts receivable | 554 | 433 |
Accounts payable | $ 2,027 | $ 1,882 |
12. Segment Information (Detail
12. Segment Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Revenues | $ 201,998 | $ 171,526 |
Cost of goods sold | 189,300 | 166,121 |
Gross profit | 12,698 | 5,405 |
Expenses | ||
Research and development expenses | 205 | 246 |
Selling, general and administrative expenses | 17,424 | 16,085 |
Interest expense | 25,755 | 25,690 |
Accretion of Series A preferred units | 2,257 | 44 |
Loss contingency on litigation | 6,200 | 0 |
Loss on impairment of intangibles | 0 | 865 |
Other expense (income) | (797) | (1,245) |
Income (loss) before income taxes | (38,346) | (36,280) |
Capital expenditures | 8,578 | 4,074 |
Depreciation | 4,434 | 4,580 |
Total Assets | 99,896 | 91,821 |
North America | ||
Revenues | 154,148 | 150,045 |
Cost of goods sold | 150,197 | 145,947 |
Gross profit | 3,951 | 4,098 |
Expenses | ||
Research and development expenses | 205 | 246 |
Selling, general and administrative expenses | 13,279 | 15,204 |
Interest expense | 25,404 | 25,076 |
Accretion of Series A preferred units | 2,257 | 44 |
Loss contingency on litigation | 6,200 | 0 |
Loss on impairment of intangibles | 0 | 865 |
Other expense (income) | 25 | (1,208) |
Income (loss) before income taxes | (43,419) | (36,129) |
Capital expenditures | 7,519 | 2,746 |
Depreciation | 3,822 | 3,968 |
Total Assets | 82,990 | 78,149 |
India | ||
Revenues | 47,850 | 21,481 |
Cost of goods sold | 39,103 | 20,174 |
Gross profit | 8,747 | 1,307 |
Expenses | ||
Research and development expenses | 0 | 0 |
Selling, general and administrative expenses | 4,145 | 881 |
Interest expense | 351 | 614 |
Accretion of Series A preferred units | 0 | 0 |
Loss contingency on litigation | 0 | 0 |
Loss on impairment of intangibles | 0 | 0 |
Other expense (income) | (822) | (37) |
Income (loss) before income taxes | 5,073 | (151) |
Capital expenditures | 1,059 | 1,328 |
Depreciation | 612 | 612 |
Total Assets | $ 16,906 | $ 13,672 |
13. Related Party Transactions
13. Related Party Transactions (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Eric McAfee and McAfee Capital | ||
Related party debt | $ 400 | $ 400 |
Related party transaction | 36 | 39 |
Board Members | ||
Related party debt | 1,200 | 1,100 |
Related party transaction | $ 304 | $ 400 |
14. Income Tax (Details)
14. Income Tax (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Current: | ||
Federal | $ 0 | $ 0 |
State and local | 8 | 7 |
Foreign | 0 | 0 |
Current | 8 | 7 |
Deferred: | ||
Federal | 0 | 0 |
State and local | 0 | 0 |
Foreign | 1,123 | 0 |
Income tax expense/(benefit) | $ 1,131 | $ 7 |
14. Income Tax (Details 1)
14. Income Tax (Details 1) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||
United States | $ (43,419) | $ (36,129) |
Foreign | 5,073 | (151) |
Pretax income | $ (38,346) | $ (36,280) |
14. Income Tax (Details 2)
14. Income Tax (Details 2) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||
Income tax expense (benefit) at the federal statutory rate | $ (8,052) | $ (7,619) |
State tax expense (benefit) | (48) | (632) |
Foreign tax rate differential | 900 | 450 |
Stock-based compensation | 133 | 150 |
Interest Expense | 478 | 0 |
GILTI Inclusion | 849 | 97 |
Other | 166 | (47) |
Valuation allowance | 1,493 | 7,608 |
Income tax expense | $ 1,131 | $ 7 |
Effective tax rate | (2.95%) | (0.02%) |
14. Income Tax (Details 3)
14. Income Tax (Details 3) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Deferred Tax Assets & (Liabilities): | ||
Org, start-up and intangible assets | $ 3,997 | $ 4,723 |
Stock based comp | 328 | 301 |
Prop., plant, and equip. | (12,554) | (13,631) |
NOLs and R&D credits | 53,400 | 56,270 |
Interest expense carryover | 9,131 | 4,722 |
Ethanol credits | 1,500 | 1,500 |
Other, net | 2,622 | 450 |
Subtotal | 58,424 | 54,335 |
Valuation allowance | (58,424) | (54,335) |
Deferred tax assets (liabilities) | $ 0 | $ 0 |
14. Income Tax (Details Narrati
14. Income Tax (Details Narrative) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Undistributed earnings of the Company's foreign subsidiaries | $ 7,000 | $ 12,100 |
Federal | ||
Operating loss carryforwards | 197,100 | |
State | ||
Operating loss carryforwards | $ 213,400 |
15. Parent Company Financial _3
15. Parent Company Financial Statements (Unaudited) (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Current assets | ||
Prepaid expenses | $ 794 | $ 942 |
Total current assets | 12,576 | 10,311 |
Property, plant and equipment, net | 84,226 | 78,492 |
Other assets | 2,537 | 3,018 |
Total Assets | 99,896 | 91,821 |
Liabilities & stockholders' deficit | ||
Accounts payable | 15,968 | 13,500 |
Other current liabilities | 5,667 | 5,396 |
Total current liabilities | 57,819 | 42,579 |
Subsidiary obligation in excess of investment | ||
Total long term liabilities | 179,685 | 157,819 |
Stockholders' deficit | ||
Series B Preferred convertible stock | 1 | 1 |
Common stock | 21 | 20 |
Additional paid-in capital | 86,852 | 85,917 |
Accumulated deficit | (237,421) | (193,204) |
Accumulated other comprehensive loss | (3,825) | (3,576) |
Total stockholders' deficit | (154,372) | (110,842) |
Total liabilities & stockholders' deficit | 99,896 | 91,821 |
Parent Company Financial Statements | ||
Current assets | ||
Cash and cash equivalents | 0 | 0 |
Receivables due from subsidiaries | 0 | 5,057 |
Prepaid expenses | 290 | 364 |
Other current assets | 29 | 0 |
Total current assets | 319 | 5,421 |
Investment in AE Advanced Products Keyes, Inc. | 293 | 1,057 |
Investment in Aemetis International, Inc. | 3,638 | 0 |
Total investments in Subsidiaries, net of advances | 3,931 | 1,057 |
Property, plant and equipment, net | 4 | 12 |
Other assets | 257 | 54 |
Total Assets | 4,511 | 5,454 |
Liabilities & stockholders' deficit | ||
Accounts payable | 5,097 | 5,026 |
Payables due to subsidiaries | 3,176 | 0 |
Mandatorily redeemable Series B convertibe preferred | 3,149 | 3,048 |
GAFI - payables, net of SARs discount issuance costs | 0 | 1,090 |
SARs liability | 0 | 1,132 |
Other current liabilities | 9,217 | 2,215 |
Total current liabilities | 20,639 | 12,511 |
Subsidiary obligation in excess of investment | ||
Investment in AE Advanced Fuels, Inc. | 112,041 | 89,854 |
Investment in Aemetis Americas, Inc | 205 | 205 |
Investment in Aemetis Biofuels, Inc. | 2,738 | 2,738 |
Investment in Aemetis Technologies, Inc. | 4,234 | 4,030 |
Investment in Aemetis Property Keyes, Inc. | 564 | 432 |
Investment in Biofuels Marketing, Inc. | 349 | 349 |
Investment in Aemetis International, Inc. | 0 | 963 |
Investment in Goodland Advanced Fuels, Inc. | 8,501 | 0 |
Investment in Aemetis Biogas LLC | 9,612 | 6,304 |
Total subsidiary obligation in excess of investment | 138,244 | 104,875 |
Total long term liabilities | 138,244 | 104,875 |
Stockholders' deficit | ||
Series B Preferred convertible stock | 1 | 1 |
Common stock | 21 | 20 |
Additional paid-in capital | 86,852 | 85,917 |
Accumulated deficit | (237,421) | (193,204) |
Accumulated other comprehensive loss | (3,825) | (3,576) |
Total stockholders' deficit | (154,372) | (110,842) |
Total liabilities & stockholders' deficit | $ 4,511 | $ 6,544 |
15. Parent Company Financial _4
15. Parent Company Financial Statements (Details 1) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Selling, general and administrative expenses | $ 17,424 | $ 16,085 |
Operating loss | (4,931) | (10,926) |
Other expense | ||
Interest expense | 25,755 | 25,690 |
Other (income) expense | 797 | 1,245 |
Loss before income taxes | (38,346) | (36,280) |
Income tax expense | (1,131) | (7) |
Net loss | (39,477) | (36,287) |
Other comprehensive loss | ||
Foreign currency translation adjustment | (249) | (672) |
Comprehensive loss | (39,726) | (36,959) |
Parent Company Financial Statements | ||
Equity in subsidiary losses | (21,745) | (29,009) |
Selling, general and administrative expenses | 6,673 | 8,742 |
Operating loss | (28,418) | (37,751) |
Other expense | ||
Interest expense | 1,392 | 1,281 |
Other (income) expense | 5,899 | (6,023) |
Loss before income taxes | (35,709) | (33,009) |
Income tax expense | 7 | 7 |
Net loss | (35,716) | 33,016 |
Other comprehensive loss | ||
Foreign currency translation adjustment | (249) | (672) |
Comprehensive loss | $ (35,965) | $ (33,688) |
15. Parent Company Financial _5
15. Parent Company Financial Statements (Details 2) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Operating activities: | ||
Net loss | $ (39,477) | $ (36,287) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activitites: | ||
Stock-based compensation | 774 | 981 |
Stock issued for services | 0 | 22 |
Depreciation | 4,434 | 4,580 |
Changes in operating assets and liabilities: | ||
Prepaid expenses | 147 | 1,692 |
Accounts payable | 1,001 | 2,207 |
Accrued interest expense | 18,033 | 12,463 |
Other liabilities | 7,088 | 425 |
Net cash used in operating activities | (2,034) | (5,506) |
Investing activities: | ||
Net cash used in investing activities | (8,578) | (4,074) |
Financing activities: | ||
Net cash (used)/provided by financing activities | 10,085 | 10,391 |
Net increase (decrease) in cash and cash equivalents | (532) | 760 |
Cash and cash equivalents at beginning of period | 1,188 | 428 |
Cash and cash equivalents at end of period | 656 | 1,188 |
Supplemental disclosures of cash flow information, cash paid: | ||
Interest payments | 2,476 | 5,590 |
Income tax expense | 8 | 6 |
Supplemental disclosures of cash flow information, non-cash transactions: | ||
Fair value of warrants issued to subordinated debt holders | 162 | 235 |
Stock Appreciation Rights issued for GAFI Amendment No. 1 | 0 | 1,277 |
Parent Company Financial Statements | ||
Operating activities: | ||
Net loss | (35,716) | 33,016 |
Adjustments to reconcile net loss to net cash provided by (used in) operating activitites: | ||
Stock-based compensation | 774 | 981 |
Stock issued for services | 0 | 22 |
SARs Amortization | 800 | 477 |
Depreciation | 8 | 8 |
Subsidiary portion of net losses | 21,745 | 29,009 |
Change in fair value of SARs liability | (82) | (145) |
Changes in operating assets and liabilities: | ||
Prepaid expenses | 74 | (113) |
Accounts payable | 71 | 1,459 |
Accrued interest expense | 1,184 | 209 |
Other liabilities | 5,891 | 275 |
Other assets | (232) | 0 |
Net cash used in operating activities | (5,483) | (834) |
Investing activities: | ||
Subsidiary advances, net | 6,781 | 2,119 |
Net cash used in investing activities | 6,781 | 2,119 |
Financing activities: | ||
Proceeds from borrowings under secured debt facilities | 0 | 1,500 |
Repayments of borrowings under secured debt facilities | (1,298) | (2,814) |
Net cash (used)/provided by financing activities | (1,298) | (1,314) |
Net increase (decrease) in cash and cash equivalents | 0 | (29) |
Cash and cash equivalents at beginning of period | 0 | 29 |
Cash and cash equivalents at end of period | 0 | 0 |
Supplemental disclosures of cash flow information, cash paid: | ||
Interest payments | 0 | 0 |
Income tax expense | 8 | 7 |
Supplemental disclosures of cash flow information, non-cash transactions: | ||
Fair value of warrants issued to subordinated debt holders | 162 | 235 |
Exercise of stock appreciation rights added to GAFI debt | 1,050 | 0 |
Stock Appreciation Rights issued for GAFI Amendment No. 1 | 0 | 1,277 |
Reclassification of GAFI Noncontrolling interest | $ 8,501 | $ 0 |