Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Feb. 28, 2022 | Jun. 30, 2021 | |
Cover [Abstract] | |||
Entity Registrant Name | AEMETIS, INC. | ||
Entity Central Index Key | 0000738214 | ||
Document Type | 10-K | ||
Amendment Flag | false | ||
Entity Voluntary Filers | No | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well Known Seasoned Issuer | No | ||
Entity Small Business | false | ||
Entity Shell Company | false | ||
Entity Emerging Growth Company | false | ||
Entity Current Reporting Status | Yes | ||
Document Period End Date | Dec. 31, 2021 | ||
Entity Filer Category | Accelerated Filer | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2021 | ||
Entity Common Stock Shares Outstanding | 33,826,392 | ||
Entity Public Float | $ 302 | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity File Number | 000-51354 | ||
Entity Incorporation State Country Code | DE | ||
Entity Tax Identification Number | 26-1407544 | ||
Entity Address Address Line 1 | 20400 Stevens Creek Blvd | ||
Entity Address Address Line 2 | Suite 700 | ||
Entity Address City Or Town | Cupertino | ||
Entity Address State Or Province | CA | ||
Entity Address Postal Zip Code | 95014 | ||
City Area Code | 408 | ||
Icfr Auditor Attestation Flag | true | ||
Auditor Name | RSM US LLP | ||
Auditor Location | Des Moines, Iowa | ||
Local Phone Number | 213-0940 | ||
Security 12b Title | Common Stock, $0.001 par value | ||
Trading Symbol | AMTX | ||
Security Exchange Name | NASDAQ | ||
Entity Interactive Data Current | Yes | ||
Auditor Firm Id | 49 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents ($19 and $235 respectively from VIE) | $ 7,751 | $ 592 |
Accounts receivable, net of allowance for doubtful accounts of $1,404 and $1,260 as of December 31, 2021 and 2020, respectively | 1,574 | 1,821 |
Inventories, net of allowance for excess and obsolete inventory of $1,040 and $0 as of December 31, 2021 and 2020, respectively | 5,126 | 3,969 |
Prepaid expenses ($335 and $192 respectively from VIE) | 5,598 | 750 |
Other current assets ($0 and $741 respectively from VIE) | 644 | 1,551 |
Total current assets | 20,693 | 8,683 |
Property, plant and equipment, net ($39,625 and $22,628 respectively from VIE) | 135,101 | 109,880 |
Operating lease right-of-use assets ($10 and $28 respectively from VIE) | 2,462 | 2,889 |
Other assets ($38 and $24 respectively from VIE) | 2,575 | 3,687 |
Total assets | 160,831 | 125,139 |
Current liabilities: | ||
Accounts payable ($4,950 and $6,271 respectively from VIE) | 16,415 | 20,739 |
Current portion of long term debt | 8,192 | 44,974 |
Short term borrowings ($9 and $0 respectively from VIE) | 14,586 | 14,541 |
Mandatorily redeemable Series B convertible preferred stock | 3,806 | 3,252 |
Accrued property taxes ($121 and $0 respectively from VIE) | 6,830 | 5,674 |
Accrued contingent litigation fees | 6,200 | 6,200 |
Current portion of operating lease liability ($11 and $10 respectively from VIE) | 260 | 316 |
Current portion of Series A preferred units ($3,169 and $2,015 respectively from VIE) | 3,169 | 2,015 |
Other current liabilities ($306 and $129 respectively from VIE) | 5,872 | 4,524 |
Total current liabilities | 65,330 | 102,235 |
Long term liabilities: | ||
Senior secured notes and revolving notes | 121,451 | 125,624 |
EB-5 notes | 32,500 | 32,500 |
Other long term debt ($40 and $0 respectively from VIE) | 12,038 | 11,980 |
Series A preferred units ($47,978 and $32,022 respectively from VIE) | 44,978 | 32,022 |
Operating lease liability ($0 and $11 respectively from VIE) | 2,318 | 2,578 |
Other long term liabilities ($0 and $74 respectively from VIE) | 2,454 | 2,944 |
Total long term liabilities | 215,739 | 207,648 |
Stockholders' deficit: | ||
Series B convertible preferred stock, $0.001 par value; 7,235 authorized; 1,275 and 1,323 shares issued and outstandingeach period, respectively (aggregate liquidation preference of $3,825 and $3,969 respectively) | 1 | 1 |
Common stock, $0.001 par value; 80,000 authorized; 33,461 and 22,830 shares issued and outstanding each period, respectively | 33 | 23 |
Additional paid-in capital | 205,305 | 93,426 |
Accumulated deficit | (321,227) | (274,080) |
Accumulated other comprehensive loss | (4,350) | (4,114) |
Total stockholders' deficit | (120,238) | (184,744) |
Total liabilities and stockholders' deficit | $ 160,831 | $ 125,139 |
CONSOLIDATED CONDENSED BALANCE
CONSOLIDATED CONDENSED BALANCE SHEETS (Parenthetical) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Allowance for doubtful accounts | $ 140,400,000 | $ 1,260,000 |
Obsolete inventory | $ 1,040 | $ 0 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in thousands) | 80,000,000 | 80,000 |
Common stock, shares issued (in thousands) | 33,461,000 | 22,830 |
Common stock, shares outstanding (in thousands) | 33,461 | 22,830 |
Prepaid expenses, VIE | $ 5,598,000 | $ 750,000 |
Other current assets, VIE | 644,000 | 1,551,000 |
Property, plant and equipment, VIE | 135,101,000 | 109,880,000 |
Operating lease right-of-use assets, VIE | 2,462,000 | 2,889,000 |
Other assets, VIE | 2,575,000 | 3,687,000 |
Accounts payable, VIE | 16,415,000 | 20,739,000 |
Short term borrowings, VIE | 14,586,000 | 14,541,000 |
Current portion of operating lease liability, VIE | 260,000 | 316,000 |
Other current liabilities, VIE | 5,872,000 | 4,524,000 |
Series A preferred units, VIE | 44,978,000 | 32,022,000 |
Operating lease liability, VIE | $ 2,578,000 | $ 2,894,000 |
Series B preferred stock, par value | $ 0.001 | |
Series B preferred stock, authorized (in thousands) | 65,000 | 65,000 |
Series B preferred stock, shares issued (in thousands) | 1,278 | 1,323 |
Series B preferred stock, shares outstanding (in thousands) | 1,278 | 1,323 |
Series B Convertible Preferred Stock | ||
Series B preferred stock, par value | $ 0.001 | $ 0.001 |
Series B preferred stock, authorized (in thousands) | 7,235,000 | 7,235 |
Series B preferred stock, shares issued (in thousands) | 1,275,000 | 1,323 |
Series B preferred stock, shares outstanding (in thousands) | 1,275 | 1,323 |
Aggregate liquidation preference | $ 3,825,000 | $ 3,969 |
Variable Interests Entity Primary Beneficiary [Member] | ||
Cash and cash equivalents, VIE | 19,000 | 235,000 |
Prepaid expenses, VIE | 335,000 | 192,000 |
Other current assets, VIE | 0 | 741,000 |
Property, plant and equipment, VIE | 39,625,000 | 22,628,000 |
Operating lease right-of-use assets, VIE | 10,000 | 28,000 |
Other assets, VIE | 38,000 | 24,000 |
Accounts payable, VIE | 4,950,000 | 6,271,000 |
Short term borrowings, VIE | 9 | 0 |
Accrued property taxes, VIE | 121 | 0 |
Current portion of operating lease liability, VIE | 11,000 | 10,000 |
Other current liabilities, VIE | 306,000 | 129,000 |
Other long term debt, VIE | 40,000 | 0 |
Series A preferred units, VIE | 44,978,000 | 32,022,000 |
Operating lease liability, VIE | 0 | 11,000 |
Other long term liabilities, VIE | 0 | 74,000 |
Current portion of Series A preferred units, VIE | $ 3,169,000 | $ 2,015,000 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) - USD ($) shares in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) | |||
Revenues | $ 211,949,000 | $ 165,557,000 | $ 201,998,000 |
Cost of goods sold | 204,010,000 | 154,532,000 | 189,300,000 |
Gross profit | 7,939,000 | 11,025,000 | 12,698,000 |
Research and development expenses | 88,000 | 213,000 | 205,000 |
Selling, general and administrative expenses | 23,676,000 | 16,882,000 | 17,424,000 |
Operating loss | (15,825,000) | (6,070,000) | (4,931,000) |
Interest expense | |||
Interest rate expense | 20,136,000 | 22,943,000 | 21,089,000 |
Debt related fees and amortization expense | 3,921,000 | 3,401,000 | 4,666,000 |
Accretion and other expenses of Series A preferred units | 7,718,000 | 4,673,000 | 2,257,000 |
Loss contingency on litigation | 0 | 0 | 6,200,000 |
Gain on debt extinguishment | (1,134,000) | 0 | 0 |
Other expense (income) | 809,000 | 548,000 | (797,000) |
Loss before income taxes | (47,275,000) | (37,635,000) | (38,346,000) |
Income tax expense (benefit) | (128,000) | (976,000) | 1,131,000 |
Net loss | (47,147,000) | (36,659,000) | (39,477,000) |
Less: Net loss attributable to non-controlling interest | 0 | 0 | (3,761,000) |
Net loss attributable to Aemetis, Inc. | (47,147,000) | (36,659,000) | (35,716,000) |
Other comprehensive (loss) | |||
Foreign currency translation loss | (236,000) | (289,000) | (249,000) |
Comprehensive loss | $ (47,383,000) | $ (36,948,000) | $ (39,726,000) |
Net loss per common share | |||
Basic | $ (1.54) | $ (1.74) | $ (1.75) |
Diluted | $ (1.54) | $ (1.74) | $ (1.75) |
Weighted average shares outstanding | |||
Basic | 30,682 | 21,012 | 20,467 |
Diluted | 30,682 | 21,012 | 20,467 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY - USD ($) shares in Thousands | Total | Series Preferred B Stock | Common Stock | Additional Paid-In Capital | Retained Earnings (Accumulated Deficit) | Accumulated other comprehensive loss | Noncontrolling Interest |
Balance, shares at Dec. 31, 2018 | 1,323 | 20,345 | |||||
Balance, amount at Dec. 31, 2018 | $ (115,582,000) | $ 1,000 | $ 20,000 | $ 85,917,000 | $ (193,204,000) | $ (3,576,000) | $ (4,740,000) |
Stock-based compensation | 774,000 | 0 | $ 0 | 774,000 | 0 | 0 | 0 |
Issuance and exercise of warrants, shares | 225 | ||||||
Issuance and exercise of warrants, amount | 162,000 | 0 | $ 1,000 | 161,000 | 0 | 0 | 0 |
Foreign currency translation loss | (249,000) | 0 | 0 | 0 | 0 | (249,000) | 0 |
Net loss | (39,477,000) | 0 | 0 | 0 | (35,716,000) | 0 | (3,761,000) |
Reclassification of GAFI noncontrolling interest | 0 | $ 0 | $ 0 | 0 | (8,501,000) | 0 | 8,501,000 |
Balance, shares at Dec. 31, 2019 | 1,323 | 20,570 | |||||
Balance, amount at Dec. 31, 2019 | (154,372,000) | $ 1,000 | $ 21,000 | 86,852,000 | (237,421,000) | (3,825,000) | |
Stock-based compensation | 995,000 | 0 | $ 0 | 995,000 | 0 | 0 | 0 |
Issuance and exercise of warrants, shares | 225 | ||||||
Issuance and exercise of warrants, amount | 181,000 | 0 | $ 0 | 181,000 | 0 | 0 | 0 |
Foreign currency translation loss | (289,000) | 0 | 0 | 0 | 0 | (289,000) | 0 |
Net loss | (36,659,000) | 0 | $ 0 | 0 | (36,659,000) | 0 | 0 |
Issuance of common stock, shares | 1,507 | ||||||
Issuance of common stock, amount | 5,113,000 | 0 | $ 2,000 | 5,111,000 | 0 | 0 | 0 |
Stock options exercised, shares | 528 | ||||||
Stock options exercised, amount | 287,000 | $ 0 | $ 0 | 287,000 | 0 | 0 | 0 |
Balance, shares at Dec. 31, 2020 | 1,323 | 22,830 | |||||
Balance, amount at Dec. 31, 2020 | (184,744,000) | $ 1,000 | $ 23,000 | 93,426,000 | (274,080,000) | (4,114,000) | |
Stock-based compensation | $ 3,928,000 | 0 | $ 0 | 3,928,000 | 0 | 0 | 0 |
Issuance and exercise of warrants, shares | 1,344 | 331 | |||||
Issuance and exercise of warrants, amount | $ 2,942,000 | 0 | $ 0 | 2,942,000 | 0 | 0 | 0 |
Foreign currency translation loss | (236,000) | 0 | 0 | 0 | 0 | (236,000) | 0 |
Net loss | (47,147,000) | 0 | $ 0 | 0 | (47,147,000) | 0 | 0 |
Issuance of common stock, shares | 7,796 | ||||||
Issuance of common stock, amount | 103,768,000 | 0 | $ 8,000 | 103,760,000 | 0 | 0 | 0 |
Stock options exercised, shares | 2,499 | ||||||
Stock options exercised, amount | 1,251,000 | $ 0 | $ 2,000 | 1,249,000 | 0 | 0 | 0 |
Sereis B conversion to common stock, shares | (48) | 5 | |||||
Sereis B conversion to common stock, amount | 0 | $ 0 | $ 0 | 0 | 0 | 0 | 0 |
Balance, shares at Dec. 31, 2021 | 1,275 | 33,461 | |||||
Balance, amount at Dec. 31, 2021 | $ (120,238,000) | $ 1,000 | $ 33,000 | $ 205,305,000 | $ (321,227,000) | $ (4,350,000) | $ 0 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) shares in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Operating activities: | |||
Net loss | $ (47,147,000) | $ (36,659,000) | $ (39,477,000) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | |||
Share-based compensation | 3,928,000 | 995,000 | 774,000 |
Depreciation | 5,448,000 | 4,894,000 | 4,434,000 |
Debt related fees and amortization expense | 3,921,000 | 3,401,000 | 4,666,000 |
Intangibles and other amortization expense | 46,000 | 48,000 | 48,000 |
Accretion and other expenses of Series A preferred units | 7,717,000 | 4,673,000 | 2,257,000 |
Gain on debt extinguishment | (1,134,000) | 0 | 0 |
Deferred tax benefit | 0 | (984,000) | 1,123,000 |
Provision for excess and obsolete inventory | 1,040,000 | 0 | 0 |
Provision for bad debts | 144,000 | 1,260,000 | 0 |
Change in fair value of stock appreciation rights | 0 | 0 | (80,000) |
Changes in operating assets and liabilities: | |||
Accounts receivable | 94,000 | (1,088,000) | (963,000) |
Inventories | (2,211,000) | 2,392,000 | (491,000) |
Prepaid expenses | (4,849,000) | 44,000 | 147,000 |
Other assets | 2,368,000 | 253,000 | (594,000) |
Accounts payable | (8,000) | 1,400,000 | 1,001,000 |
Accrued interest expense and fees | 14,456,000 | 21,728,000 | 18,033,000 |
Other liabilities | 730,000 | 123,000 | 7,088,000 |
Net cash (used in) provided by operating activities | (20,647,000) | 2,480,000 | (2,034,000) |
Investing activities: | |||
Capital expenditures | (26,652,000) | (19,340,000) | (8,578,000) |
Grant proceeds received for capital expenditures | 3,758,000 | 2,031,000 | 0 |
Net cash used in investing activities | (22,894,000) | (17,309,000) | (8,578,000) |
Financing activities: | |||
Proceeds from borrowings | 0 | 12,648,000 | 56,314,000 |
Repayments of borrowings | (55,523,000) | (15,463,000) | (51,878,000) |
TEC debt renewal and waiver fee payments | (1,108,000) | (350,000) | (530,000) |
Grant proceeds received for capital expenditures | 115,000 | 256,000 | 1,364,000 |
Payments on finance leases | (505,000) | (1,471,000) | 0 |
Proceeds from issuance of common stock in equity offering | 103,591,000 | 5,113,000 | 0 |
Proceeds from the exercise of stock options | 1,304,000 | 287,000 | 0 |
Proceeds from Series A preferred units financing | 3,130,000 | 13,755,000 | 4,815,000 |
Series A preferred financing redemption | (300,000) | ||
Net cash provided by financing activities | 50,704,000 | 14,775,000 | 10,085,000 |
Effect of exchange rate changes on cash and cash equivalents | (4,000) | (10,000) | (5,000) |
Net change in cash and cash equivalents for period | 7,159,000 | (64,000) | (532,000) |
Cash and cash equivalents at beginning of period | 592,000 | 656,000 | 1,188,000 |
Cash and cash equivalents at end of period | 7,751,000 | 592,000 | 656,000 |
Supplemental disclosures of cash flow information, cash paid: | |||
Cash paid for interest | 5,682,000 | 1,324,000 | 2,476,000 |
Income taxes paid | 7,000 | 8,000 | 8,000 |
Supplemental disclosures of cash flow information, non-cash transactions: | |||
Subordinated debt extension fees added to debt | 680,000 | 680,000 | 680,000 |
Fair value of warrants issued to subordinated debt holders | $ 1,546,000 | 181,000 | 162,000 |
Fair value of warrants issued for capital expenditures | 1,344 | ||
TEC debt extension, waiver fees, promissory notes fees added to debt | $ 608,000 | 1,747,000 | 1,602,000 |
Capital expenditures in accounts payable | 7,693,000 | 5,931,000 | 2,391,000 |
Operating lease liabilities arising from obtaining right of use assets | 2,817,000 | 1,181,000 | |
Financing lease liabilities arising from obtaining right of use assets | 113,000 | 2,309,000 | |
Stock Appreciation Rights issued for GAFI Amendment No. 1 | $ 1,050,000 | ||
Capital expenditures purchased on financing | 55,000 | $ 5,652,000 | |
Issuance of equity to pay off accounts payable | $ 893 |
Nature of Activities and Summar
Nature of Activities and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Nature of Activities and Summary of Significant Accounting Policies | |
1. Nature of Activities and Summary of Significant Accounting Policies | 1. Nature of Activities and Summary of Significant Accounting Policies Nature of Activities · Aemetis Americas, Inc., a Delaware corporation, and its subsidiary AE Biofuels, 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 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 Health Products, 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. Founded in 2006 and headquartered in Cupertino, California, Aemetis, Inc. (collectively with its subsidiaries on a consolidated basis, “Aemetis,” the “Company,” “we,” “our” or “us”) is an international renewable fuels and byproducts company focused on the acquisition, development and commercialization of innovative technologies that replace traditional petroleum-based products. We own and operate a 65 million gallon per year ethanol production facility located in Keyes, California (the “Keyes Plant”). In addition to low carbon renewable fuel ethanol, the Keyes Plant produces Wet Distillers Grains (“WDG”), Distillers Corn Oil (“DCO”), and Condensed Distillers Solubles (“CDS”), all of which are sold as animal feed to local dairies and feedlots. In the fourth quarter of 2021, an ethanol zeolite membrane dehydration system was installed at the Keyes Plant and is in process of being commissioned at the Keyes Plant, a key first step in the electrification of the Keyes facility. During 2018, Aemetis Biogas, LLC (“ABGL”) was formed to construct bio-methane anaerobic digesters at local dairies near the Keyes Plant, many of whom also purchase WDG produced at the Keyes Plant. Our Dairy Renewable Natural Gas segment, ABGL, has completed Phase 1 of our California biogas digester network and pipeline system that converts waste dairy methane gas into Dairy Renewable Natural Gas (“RNG”) and is now executing Phase 2 construction. The digesters are connected via an underground private pipeline owned by ABGL to a gas cleanup and compression unit being built at the Keyes Plant to produce RNG. During the third quarter of 2020, ABGL completed construction of the first two dairy digesters along with four miles of pipeline that carries bio-methane from the dairies to the Keyes Plant. Upon receiving the bio-methane from the dairies, impurities are removed, and the bio-methane is converted to negative carbon intensity RNG where it will be either be sold to third parties or used as renewable process energy at the Keyes Plant. During the first quarter of 2021, we announced our “Carbon Zero” biofuels production plants designed to produce biofuels, including sustainable aviation fuel (“SAF”) and diesel fuel utilizing renewable hydrogen and non-edible renewable oils sourced from our existing biofuels plants and other sources. The first plant, in Riverbank, California, “Carbon Zero 1”, is expected to utilize hydroelectric and other renewable power available onsite to produce SAF, renewable diesel, and other byproducts. The plant is expected to supply the aviation and truck markets with ultra-low carbon renewable fuels. On April 1, 2021, we established Aemetis Carbon Capture, Inc. to build Carbon Capture and Sequestration (CCS) projects to generate LCFS and IRS 45Q credits by injecting CO₂ into wells which are monitored for emissions to ensure the long-term sequestration of carbon underground. During 2017, Goodland Advanced Fuels, Inc. (“GAFI”) was formed to acquire land, buildings and process equipment in Goodland, Kansas for the construction and development of a next generation biofuel facility for $15.4 million. GAFI entered into a Note Purchase Agreement with Third Eye Capital Corporation (“Third Eye Capital”). 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. Prior to December 31, 2019, GAFI was consolidated into the financial statements as a variable interest entity. We also own and operate the Kakinada Plant with a nameplate capacity of 150 thousand metric tons per year, or about 50 million gallons per year, producing high quality distilled biodiesel and refined glycerin for customers in India and Europe. The Kakinada Plant is capable of processing a variety of vegetable oils and animal fat waste feedstocks into biodiesel that meet international product standards. The Kakinada Plant also distills the crude glycerin byproduct from the biodiesel refining process into refined glycerin, which is sold to the pharmaceutical, personal care, paint, adhesive and other industries. Basis of Presentation and Consolidation. Prior to December 31, 2019, GAFI was consolidated into the financial statements as a VIE. We concluded that GAFI did not have enough equity to finance its activities without additional subordinated financial support and GAFI’s shareholder did not have a controlling financial interest in the entity. Through providing a Limited Guaranty, pursuant to which, 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, and signing the Option Agreement, 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, 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, we exercised an option to acquire all capital stock of GAFI and consolidated it with the Company. All intercompany balances and transactions have been eliminated in consolidation. Use of Estimates Revenue Recognition California Ethanol: During the first quarter of 2020, Aemetis began selling high-grade alcohol for consumer applications directly to customers on the West Coast and Midwest using a variety of payment terms. These agreements and terms were evaluated according to ASC 606 guidance and such revenue is recognized upon satisfaction of the performance obligation by delivery of the product based on the terms of the agreement. Sales of high-grade alcohol were minimal for 2021 and were aggregated with ethanol sales. Sales of high-grade alcohol represented 0%, 15%, and 0% of revenue for the years ended December 31, 2021, 2020, and 2019, respectively. The below table shows our sales in California Ethanol by product category: California Ethanol For the twelve months ended December 31, 2021 2020 2019 Ethanol and high-grade alcohol sales $ 162,428 $ 111,219 $ 114,593 Wet distiller's grains sales 41,476 32,048 34,510 Other sales 7,347 6,035 5,045 $ 211,251 $ 149,302 $ 154,148 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. 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. For our California Ethanol segment, we buy corn as feedstock for the production of ethanol, from our working capital partner J.D. Heiskell. Prior to May 13, 2020, we sold all our ethanol, WDG, and corn oil to J.D. Heiskell and we bought all our corn to process into ethanol from J.D. Heiskell. After May 13, 2020, we sold most of our fuel ethanol to one customer, Kinergy, and sold all WDG and corn oil to J.D. Heiskell. During the second quarter of 2021, the Company signed a biofuels offtake agreement with Murex, LLC, and beginning on October 1, 2021 the Company sold all our fuel ethanol to Murex LLC. We only have customer relationships with Kinergy Marketing and Murex LLC, hence the principal and agent criteria is not applied. However, we are still buying corn and selling WDG and corn oil to J.D.Heiskell, we analyzed the principal vs agent relationship criteria below. We consider the purchase of corn as a cost of goods sold and the sale of WDG, corn oil, upon trucks leave the Keyes Plant, 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 WDG, and Corn oil is set independently. Revenues from WDG and Corn oil 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 California Ethanol segment where our customer and vendor may be the same. We have a contract liability of $0 and $0.2 million as of December 31, 2021 and 2020. Dairy Renewable Natural Gas: India Biodiesel: The below table shows our sales in India by product category: In India, we also assessed principal versus agent criteria as we buy our feedstock from our customers and process and sell finished goods to those same customers in certain contractual agreements. 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 Biodiesel 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 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 receivables are charged against the allowance for doubtful accounts once un-collectability has been determined. The factors considered in reaching this determination are the apparent financial condition of the customer and the Company’s success in contacting and negotiating with the customer. If the financial condition of the Company’s customers were to deteriorate, additional allowances may be required. We reserved $1.4 million and $1.3 million in the allowances for doubtful accounts as of December 31, 2021 and December 31, 2020, respectively. Inventories Variable Interest Entities. 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 Measurement, California Energy Commission Technology Demonstration Grant. California Energy Commission Low-Carbon Fuel Production Program. California Department of Food and Agriculture Dairy Digester Research and Development Grant. In October 2020, the Company was awarded $7.8 million in matching grants from the CDFA Dairy Digester Research and Development program. The CDFA grant reimburses the Company for costs required to permit and construct six of the Company’s biogas capture systems under contract with central California dairies. The Company has received $545 thousand from the CDFA 2020 grant program as of December 31, 2021 as reimbursement for actual costs incurred. Due to the uncertainty associated with the approval process under the grant program, the Company recognizes the grant as a reduction of the costs in the period when payment is received. 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, 2021 and 2020, the Company recorded a full valuation allowance against its U.S. federal and state 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, 2021, 2020, and 2019: As of December 31, 2021 December 31, 2020 December 31, 2019 Series B preferred (post split basis) 128 132 132 Common stock options and warrants 3,819 5,422 3,840 Debt with conversion feature at $30 per share of common stock 1,220 1,298 1,262 Total number of potentially dilutive shares excluded from the diluted net (loss) per share calculation 5,167 6,852 5,234 Comprehensive Loss. Comprehensive Income Foreign Currency Translation/Transactions. Segments. The “California Ethanol” reportable segment includes the Company’s 65 million gallon per year ethanol plant in Keyes, California, and the adjacent land leased for the production of CO₂. The “Dairy Renewable Natural Gas” reportable segment includes, the dairy digesters, pipeline and gas condition unit for the production of biogas from dairies near Keyes, California. The “India Biodiesel” reportable 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. The Company has additional operating segments that were determined not to be reportable segments, including the Carbon Zero 1 facility in Riverbank, the Goodland Plant, Kansas and the research and development facility in Minnesota. Refer to the “All Other” category. Share-Based Compensation. Stock Compensation Commitments and Contingencies. Contingencies Convertible Instruments. Debt Issuance Costs. Troubled Debt Restructuring Accounting. Debt Modification Accounting Debt – Modification and Extinguishments Recently Adopted Accounting Pronouncements ASU 2016-13: Measurement of Credit Losses on Financial Instruments. ASU 2019-12: Simplifying the Accounting for Income Taxes |
Inventories
Inventories | 12 Months Ended |
Dec. 31, 2021 | |
Inventories | |
2. Inventories | 2. Inventories Inventories consist of the following: As of December 31, 2021 December 31, 2020 Raw materials $ 727 $ 1,382 Work-in-progress 2,083 1,266 Finished goods 2,316 1,321 Total inventories $ 5,126 $ 3,969 As of December 31, 2021 and December 31, 2020, the Company recognized a lower of cost or net realizable value of none and $0.7 million respectively, related to inventory. |
Property Plant and Equipment
Property Plant and Equipment | 12 Months Ended |
Dec. 31, 2021 | |
Property Plant and Equipment | |
3. Property, Plant and Equipment | 3. Property, Plant and Equipment Property, plant and equipment consist of the following: As of December 31, 2021 December 31, 2020 Land $ 4,082 $ 4,092 Plant and buildings 97,110 97,398 Furniture and fixtures 1,334 1,195 Machinery and equipment 5,294 5,188 Construction in progress 55,859 25,397 Property held for development 15,437 15,408 Finance lease right of use assets 2,317 2,308 Total gross property, plant & equipment 181,433 150,986 Less accumulated depreciation (46,332 ) (41,106 ) Total net property, plant & equipment $ 135,101 $ 109,880 Interest capitalized in property, plant, and equipment was $4.7 million, $1.9 million and $0.3 million for the years ended December 31, 2021, 2020, and 2019, respectively. Construction in progress contains incurred costs for the Biogas Project, Riverbank Project, and Zebrex equipment installation at the Keyes Plant. Given there are several ongoing capital projects, their 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 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 - 15 Furniture and fixtures 3 - 5 The Company recorded depreciation expense of approximately $5.4 million, $4.9 million, and $4.4 million respectively, for the years ended December 31, 2021, 2020, and 2019. |
Debt
Debt | 12 Months Ended |
Dec. 31, 2021 | |
Debt | |
4. Debt | 4. 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, 2021 December 31, 2020 Third Eye Capital term notes $ 7,095 $ 7,066 Third Eye Capital revolving credit facility 75,980 80,310 Third Eye Capital revenue participation term notes 11,915 11,864 Third Eye Capital acquisition term notes 26,461 26,384 Third Eye Capital promissory note - 1,444 Cilion shareholder seller notes payable 6,619 6,274 Subordinated notes 14,304 12,745 EB-5 promissory notes 40,692 43,120 GAFI Term and Revolving loans - 33,626 Term loans on capital expenditures 5,701 5,652 PPP loans - 1,134 Total debt 188,767 229,619 Less current portion of debt 22,778 59,515 Total long term debt $ 165,989 $ 170,104 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 April 1, 2020, the Company exercised the option to extend the maturity of Third Eye Capital Notes to April 1, 2021 for a fee of 1% of the outstanding note balance. We have evaluated the reduction in extension fee to 1% in accordance with ASC 470-60 Troubled Debt Restructuring. According to the guidance, we considered the 1% extension fee to be a troubled debt restructuring. On August 11, 2020, Third Eye Capital agreed to Limited Waiver and Amendment No. 17 to the Note Purchase Agreement (“Amendment No. 17”), to (i) provide that the maturity date of the Third Eye Capital Notes may be further extended at our election to April 1, 2022 in exchange for an extension fee equal to 1% of the Note Indebtedness in respect to each Note, provided that such fee may be added to the outstanding principal balance of each Note on the effective date of each such extension, (ii) provide for a waiver of the ratio of note indebtedness covenant for the quarters ended March 31, 2021 and June 30, 2021. As consideration for such amendment and waivers, the borrowers also agreed to pay Third Eye Capital an amendment and waiver fee of $0.3 million in cash (the “Amendment No. 17 Fee”). On November 5, 2020, Third Eye Capital agreed to Limited Waiver and Amendment No. 18 to the Note Purchase Agreement (“Amendment No. 18”) to provide for a waiver of the ratio of note indebtedness covenant for the quarter ended September 30, 2021. As consideration for such amendment and waivers, the borrowers also agreed to pay Third Eye Capital an amendment fee of $50 thousand. We have evaluated the 1% extension fee in Amendment No. 17, and the $50k waiver fee in Amendment No. 18 in accordance with ASC 470-60 Troubled Debt Restructuring. According to the guidance, we considered the $0.3 million fee in Amendment No.17 and the $50 thousand waiver fee in Amendment No. 18 to be troubled debt restructurings. In order to assess whether the creditor granted a concession, we calculated the post-restructuring effective interest rate by projecting cash flows on the new terms and calculated a discount rate equal to the carrying amount of pre-restructuring of debt, and by comparing this calculation to the terms of Amendment No. 15, we determined that Third Eye Capital provided a concession in accordance with the provisions of ASC 470-60 and thus applied troubled debt restructuring accounting, resulting in no gain or loss from the application of this accounting. Using the effective interest method of amortization, the Amendment No. 17 waiver fee of $0.3 million is being amortized over the stated remaining life of the Third Eye Capital Notes. 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 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. In first quarter of 2020, the February 2019 Note was modified to include additional borrowings of $0.6million. The February 2019 note was fully repaid in the first quarter of 2021. On March 14, 2021, Third Eye Capital agreed to Limited Waiver and Amendment No. 19 to the Note Purchase Agreement (“Amendment No. 19”), to (i) provide for a waiver of the ratio of note indebtedness covenant for the quarter ended December 31, 2021, (ii) provide for a waiver of the consolidated unfunded capital expenditures covenant for the quarters through March 31, 2021. As consideration for such amendment and waivers, the borrowers also agreed to pay Third Eye Capital an amendment and waiver fee of $0.1 million in cash (the “Amendment No. 19 Fee”). We gave the notice to extend the maturity date of the Notes to April 1, 2022 and the extension fee equal to 1% of the Note Indebtedness in respect to each Note, provided that half of such fee may be added to the outstanding principal balance of each Note on the effective date of each such extension and rest of the balance may be payable in cash or common stock within 60 days of the date of such relevant extension. We evaluated the terms of the Amendment No. 19 and the maturity date extension and applied modification accounting treatment in accordance with ASC 470-50 Debt – Modification and Extinguishment. On August 9, 2021, Third Eye Capital agreed to the Limited Waiver and Amendment No. 20 to the Note Purchase Agreement (“Amendment No. 20”) to: (i) provide that, upon written notice to Third Eye Capital, the maturity date may be further extended to April 1, 2023 in exchange for an extension fee equal to 1% of the Note Indebtedness in respect of each Note, where half of such fee may be added to the outstanding principal balance of each Note on the effective date of each such extension; (ii) provide for a waiver of the ratio of note indebtedness covenant for the quarters ended March 31, 2022, June 30, 2022, September 30, 2022 and December 31, 2022; and (iii) provide for a waiver of the unfunded capital expenditures covenant for the quarter ended June 30, 2021 in which the Company exceeded the $100,000 capital expenditures limit. As consideration for such amendment and waivers, the borrowers also agreed to pay Third Eye Capital an amendment and waiver fee of $0.3 million in cash. We evaluated the terms of the Amendment No.20 and applied modification accounting treatment in accordance with ASC 470-50 Debt – Modification and Extinguishment. On November 5, 2021, Third Eye Capital agreed to the Limited Waiver and Amendment No. 21 to the Note Purchase Agreement (“Amendment No. 21”) to: (i) provide a waiver for the Blocked Account Agreement Violation in which the Borrowers failed to deliver Blocked Account Control Agreements by August 31, 2021 and (ii) provide for a waiver for the Subordinated Debt Violation, in which the Company made a repayment to a Subordinated Debt lender. As consideration for such amendment and waivers, the borrowers also agreed to pay Third Eye Capital an amendment and waiver fee of $0.1 million in cash. We evaluated the terms of the Amendment No.21 and applied modification accounting treatment in accordance with ASC 470-50 Debt – Modification and Extinguishment. As Amendments No. 19, No. 20, and No. 21 waived certain covenants over the net four quarters and given the Company's projected compliance with other terms of the agreement, the notes are classified as long-term debt. On March 6, 2020, we and a subsidiary entered into a one-year reserve liquidity facility governed by a promissory note, payable to Third Eye Capital, in the principal amount of $18 million. On March 14, 2021, Third Eye agreed to increase the amount available under the reserve liquidity facility to $70.0 million and extend the maturity date to April 1, 2022. Borrowings under the facility are available from March 14, 2021 until maturity on April 1, 2022. Interest on borrowed amounts accrues at a rate of 30% per annum, paid monthly in arrears and may be capitalized and due upon maturity, 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) 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 (b) April 1, 2022. Any amounts may be re-borrowed up to repaid amounts up until the maturity date of April 1, 2022. The promissory note is secured by liens and security interests upon the property and assets of the Company. In return, the Company will pay a non-refundable standby fee at 2% per annum of the difference between the aggregate principal amount outstanding and the commitment, payable monthly in cash. In addition, if any initial advances are drawn under the facility, the Company will pay a non-refundable one-time fee in the amount of $0.5 million provided that such fee may be added to the principal amount of the promissory note on the date of such initial advance. On August 9, 2021, Third Eye Capital agreed to decrease the amount available under the reserve liquidity facility notes governed by a promissory note to $40.0 million. Interest on borrowed amounts accrues at a rate of 30% per annum, paid monthly in arrears and may be capitalized and due upon maturity, 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) 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 (b) April 1, 2022. Any amounts may be re-borrowed up to repaid amounts up until the maturity date of April 1, 2022. The promissory note is secured by liens and security interests upon the property and assets of the Company. In return, the Company will pay a non-refundable standby fee at 2% per annum of the difference between the aggregate principal amount outstanding and the commitment, payable monthly in cash. In addition, if any initial advances are drawn under the facility, the Company will pay a non-refundable one-time fee in the amount of $0.5 million provided that such fee may be added to the principal amount of the promissory note on the date of such initial advance. On March 8, 2022, Third Eye Capital agreed to extend the maturity of the reserve liquidity facility to April 1, 2023. 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 event of default that could reasonably be expected to have a material adverse effect, such as any change in the business, operations, or financial condition. The Company has evaluated the likelihood of such an acceleration event and determined such an event to not be probable in the next twelve months. The terms of the notes allow interest to be capitalized. 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 the Company’s North American subsidiaries. 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. Cilion shareholder seller notes payable Subordinated Notes. The Subordinated Notes were amended to extend the maturity date on January 1, 2021 and again on July 1, 2021 with six months extension for maturity until December 31, 2021. We evaluated the January 1, 2021 amendment and the refinancing terms of the Notes and applied modification accounting treatment in accordance with ASC 470-50 Debt – Modification and Extinguishment At December 31, 2021 and 2020, the Company had, in aggregate, the amount of $14.3 million and $12.7 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, 2021, $35.5 million has been released from the escrow amount to the Company, with $0.5 million remaining to be funded to escrow. During the year ended December 31, 2021, the Company repaid $3.0 million for six investors who obtained green card approval under the EB-5 Phase I funding. As of December 31, 2021, $32.5 million in principal and $4.1 million in accrued interest was outstanding on the EB-5 Notes sold under the EB-5 Phase I funding. On October 16, 2016, the Company launched its EB-5 Phase II funding, with plans to issue $50.0 million in additional EB-5 Notes on substantially similar terms and conditions as those issued under the Company’s EB-5 Phase I funding, to refinance indebtedness and capital expenditures of Aemetis, Inc. and GAFI (the “EB-5 Phase II funding”). On November 21, 2019, the minimum investment was raised from $0.5 million per investor to $0.9 million 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 funding investments, for the issuance of up to 100 EB-5 Notes bearing interest at 3%. On May 1, 2020 Supplement No. 3 amended the offering documents and lowered the total eligible new EB-5 Phase II funding investors to 60. Eight EB-5 investors have funded at the $0.5 million per investor amount, so 52 new EB-5 Phase II funding investors are eligible at the new $0.9 million per investor amount under the current offering. Job creation studies show additional investors may be possible to increase the total offering amount in the future. Each new 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 $50.8 million. 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 day 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, 2021 and 2020, the Company made principal and interest payments to Secunderabad Oils of none and $3.3 million, respectively. As of December 31, 2021 and 2020, the Company had no balance outstanding under this agreement. GAFI Term loan and Revolving loan. The Company fully repaid the GAFI notes in the first quarter of 2021. As of December 31, 2021, and December 31, 2020, GAFI had none and $22.2 million net of debt issuance costs of none and $0.4 million outstanding on the Term Loan and none and $11.8 million on the Revolving Loan respectively, classified as current portion of long-term debt. Payroll Protection Program. Financing Agreement for Equipment Purchase. In the fourth quarter of 2021, we started the installation of dehydration equipment. Hence, we recorded the asset in property, plant and equipment, net and the related liability of $0.3 million in short term borrowings and $5.4 million in other long-term debt, respectively as of December 31, 2021 and 2020. Twelve months ended December 31, Debt Repayments 2022 $ 22,778 2023 154,826 2024 6,945 2025 2,564 2026 945 There after 1,640 Total debt 189,698 Debt issuance costs (931 ) Total debt, net of debt issuance costs $ 188,767 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies | |
5. Commitments and Contingencies | 5. Commitments and Contingencies Leases We have identified assets as the corporate office, warehouse, monitoring equipment and laboratory facilities over which we have control and obtain economic benefits fully. We classified these identified assets as operating leases after assessing the terms under classification guidance. We have entered into several leases for trailers and carbon units with purchase option at the end of the term. We have concluded that it is reasonably certain that we would exercise the purchase option at the end of the term, hence the leases were classified as finance leases. All of our leases have remaining term of less than a year to 7 years. 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. 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. On December 14, 2021, we entered into a real estate purchase agreements and lease disposition and development agreement with the City of Riverbank. We plan to utilize the purchased and leased properties, located at 5300 Claus Road in the city of Riverbank, California, for the construction of the Carbon Zero 1 Facility. The lease commences in 2022 and the Company will evaluate and assess the lease upon commencement. The components of lease expense and sublease income was as follows: Twelve Months ended December 31, 2021 2020 2019 Operating lease cost Operating lease expense $ 812 $ 566 $ 712 Short term lease expense 207 118 85 Variable lease expense 107 105 102 Sub lease income - - (117 ) Total operating lease cost $ 1,126 $ 789 $ 782 Finance lease cost Amortization of right-of-use assets $ 230 $ 249 $ - Interest on lease liabilities 81 68 - Total finance lease cost $ 311 $ 317 $ - Cash paid for amounts included in the measurement of lease liabilities: Twelve Months ended December 31, 2021 2020 2019 Operating cash flows used in operating leases $ 698 $ 616 $ 571 Operating cash flows used in finance leases 81 68 - Financing cash flows used in finance leases $ 506 1,471 - Supplemental non-cash flow information related to the operating ROU asset and lease liabilities was as follows for the year ended December 31, 2021 and 2020: Twelve Months ended December 31, 2021 2020 2019 Operating leases Accretion of the lease liability $ 378 $ 258 $ 125 Amortization of right-of-use assets 434 308 587 Weighted Average Remaining Lease Term Operating leases 6.3 years Finance leases 2.3 years Weighted Average Discount Rate Operating leases 14.0% Finance leases 6.1% Supplemental balance sheet information related to leases was as follows: As of December 31, 2021 December 31, 2020 December 31, 2019 Operating leases Operating lease right-of-use assets $ 2,462 $ 2,889 $ 557 Current portion of operating lease liability 260 316 377 Long term operating lease liability 2,318 2,578 200 Total operating lease liabilities 2,578 2,894 577 Finance leases Property and equipment, at cost $ 2,317 $ 2,308 $ - Accumulated depreciation (376 ) (249 ) - Property and equipment, net 1,941 2,059 - Other current liability 550 417 - Other long term liabilities 720 1,164 - Total finance lease liabilities 1,270 1,581 - Maturities of operating lease liabilities were as follows: Year ended December 31, Operating leases Finance leases 2022 $ 597 $ 611 2023 573 528 2024 590 201 2025 608 23 2026 626 - There after 918 - Total lease payments 3,912 1,363 Less imputed interest (1,334 ) (93 ) Total lease liability $ 2,578 $ 1,270 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, the Company defaulted on the payment plan and as of December 31, 2021 and December 31, 2020, the balance in property tax accrual was $6.8 million and $5.7 million, respectively. On March 3, 2022, the company paid $6.1 million to Stanislaus County. 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 has retained appellate counsel to appeal the award. If the appeal is successful, the award may be reduced or eliminated. If the appeal is not successful, the award for this judgement will be increased by approximately $1.8 million to $2.1 million. The parties may also enter into settlement discussions while the appeal is pending and settle the dispute. |
Biogas LLC Series A Preferred F
Biogas LLC Series A Preferred Financing | 12 Months Ended |
Dec. 31, 2021 | |
Stockholders' deficit: | |
6. Biogas LLC - Series A Preferred Financing | 6. Biogas LLC – Series A Preferred Financing and Variable Interest Entity On December 20, 2018, ABGL entered into a Series A Preferred Unit Purchase Agreement for the sale of Series A Preferred Units to Protair-X Americas, Inc., with Third Eye Capital acting as an agent. 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 at $5.00 per common unit for a total of $30,000,000 in funding. Additionally, 5,000,000 common units of ABGL 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, with any outstanding preference payments shall have an interest per annum rate equal to ten percent (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 Series A 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. Until paid, the obligations of ABGL under the Preferred Unit Agreement are secured by the assets of ABGL in an amount not to exceed the sum of (i) $30,000,000, plus (ii) all interest, fees, charges, expenses, reimbursement obligations and indemnification obligations of ABGL. 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. As of December 31, 2021, ABGL has not generated minimum quarterly operating cash flows by operating the dairies. As a result of the violation of this covenant, free cash flows, when they occur, may be applied for redemption payments at the increased rate of 100% instead of the initial rate of 75% of free cash flows. From inception of the agreement to date, ABGL issued 3,200,000 Series A Preferred Units on first tranche for a value of $16.0 million and also issued 2,800,000 of Series A Preferred Units on second tranche for a value of $14.0 million, reduced by a redemption of 20,000 Series A Preferred Units for $0.3 million. The Company is accreting these two tranches to the redemption value of $89.7 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, 2021 and December 31, 2020 based on the evaluation of the other conditions included in the agreement. During the year ended December 31, 2021, ABGL issued626,000 of Series A Preferred Units for incremental proceeds of $3.1 million as part of the second tranche of the Preferred Unit Agreement and redeemed 20,000 of Series A Preferred Units for $0.3 million. Consistent with the previous issuances which were treated as a liability as the conversion option was deemed to be non-substantive, the current issuances are treated as a liability as the conversion option was still deemed to be non-substantive. The Company recorded Series A Preferred Unit liabilities, net of unit issuance costs and inclusive of accretive preference pursuant to this agreement, and accrued preference payments, classified as current portion of Series A Preferred Units, of $3.2 million and $2.0 million, and long-term liabilities of $45.0 million and $32.0 million as of December 31, 2021 and 2020, respectively. Variable interest entity assessment After consideration of ABGL’s operations and the above agreement, we concluded that ABGL did not have enough equity to finance its activities without additional subordinated financial support. ABGL is capitalized with Series A Preferred Units that are recorded as liabilities under U.S. GAAP. Hence, we concluded that ABGL is a VIE. Through the Company’s ownership interest in all of the outstanding common stock, its current ability to control the board of directors, the management fee paid to Aemetis and control of subordinated financing decisions, Aemetis has been determined to be the primary beneficiary and accordingly, the assets, liabilities, and operations of ABGL are consolidated into those of the Company. Total assets, before intercompany eliminations, of ABGL were $41.5 million primarily related to biodigesters at two dairies and a pipeline which serve as collateral for the Series A Preferred Unit totaling $48.1 million. The Series A Preferred Units are not collateralized by any other assets or guarantees from Aemetis or its subsidiaries. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2021 | |
Stockholders' deficit: | |
Stockholders' Equity | 7. Stockholders’ Equity The Company is authorized to issue up to 80 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 Authorized Outstanding December 31, Shares 2021 2020 Series B preferred stock 7,235 1,278 1,323 Undesignated 57,765 — — 65,000 1,278 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. · · · · Liquidation Preference. Conversion. Mandatorily Redeemable Series B preferred stock. |
Outstanding Warrants
Outstanding Warrants | 12 Months Ended |
Dec. 31, 2021 | |
Outstanding Warrants | |
Outstanding Warrants | 8. Outstanding Warrants During the years ended December 31, 2021, 2020 and 2019, the Company granted 227 thousand common stock warrants, respectively, for the extension of certain Notes for each period, respectively. In addition, for the year ending December 31, 2021, the Company granted 65 thousand common stock warrants for milestones related to the Aemetis Carbon Capture, Inc carbon sequestration project. 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, 2021 2020 2019 Dividend-yield 0 % 0 % 0 % Risk-free interest rate 0.21 % 0.84 % 2.13 % Expected volatility 136.16 % 108.8 % 103.0 % Expected life (years) 2 2 2 Exercise price per share $ 0.01 $ 0.01 $ 0.01 Market value per share on grant date $ 9.92 $ 0.81 $ 0.73 Fair value per share on grant date $ 9.91 $ 0.80 $ 0.72 A summary of historical warrant activity for the years ended December 31, 2021, 2020 and 2019 follows: Warrants Outstanding & Exercisable Weighted - Average Exercise Price Average Remaining Term in Years 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 Granted 227 0.01 Exercised (227 ) 0.01 Outstanding December 31, 2020 95 $ 2.59 4.95 Granted 292 0.01 Exercised (332 ) 0.32 Outstanding December 31, 2021 55 $ 2.59 3.95 All of the above outstanding warrants are vested and exercisable as of December 31, 2021. As of December 31, 2021 and 2020, the Company had no unrecognized compensation expense related to warrants, respectively. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2021 | |
Stock-Based Compensation | |
Stock-Based Compensation | 10. 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. 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. During the year ended December 31, 2019, 1,116,000 stock option grants were issued and approved by the Board for employees, consultants, and directors under the 2019 Stock Plan with 10-year terms and vesting terms from immediately to 3 years. During the year ended December 31, 2020, 2,320,000 stock option grants were issued and approved by the Board for employees and directors under the 2019 Stock Plan with 10-year terms and vesting terms from immediately to 3 years. On January 7, 2021, 945,000 incentive stock option grants were issued for employees and directors under the 2019 Stock Plan. In addition, 5,200 restricted stock award grants, with a fair value of $3.09 per award, were issued to the Company’s board of directors (“Board”) with the restriction that this grant would satisfy board compensation fees. On April 8, 2021, 34,114 restricted stock award grants, with a fair value of $26.19 per award, were issued to the Board with the restriction that this grant would pay off outstanding accounts payable owed to the Board members and was included in the summary of awards granted. On June 3, 2021, 30,000 stock option grants were approved by the Board for new employees under the 2019 Stock Plan with 10-year term and 3-year vesting. On November 18, 2021, 165,800 incentive stock option grants were issued for employees and directors under the 2019 Stock Plan. In addition, 80,588 restricted stock award grants, with an average fair value of $18.53 per award, were issued to the Company’s board of directors (“Board”). 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. As of December 31, 2021, no 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, 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 Authorized 2,342 - - Granted (2,320 ) 2,320 0.69 Exercised - (528 ) 0.96 Forfeited/expired 211 (211 ) 0.89 Balance as of December 31, 2020 380 5,327 $ 1.14 Authorized 816 - - Options Granted (1,141 ) 1,141 5.60 RSAs Granted (154 ) - Exercised - (2,498 ) 1.39 Forfeited/expired 241 (207 ) 1.84 Balance as of December 31, 2021 289 7,509 $ 2.29 The following is a summary of vested and unvested awards outstanding as of December 31, 2021, 2020, and 2019: Number of Shares Weighted Average Exercise Price Remaining Contractual Term (In Years) Aggregate Intrinsic Value 1 2021 Vested and Exercisable 2,346 $ 1.32 7.68 $ 25,771 Unvested 1,417 3.89 8.64 12,961 Total 3,763 $ 2.29 8.04 $ 38,732 2020 Vested and Exercisable 3,718 $ 1.30 7.42 $ 4,592 Unvested 1,609 0.77 8.82 2,771 Total 5,327 $ - 7.84 $ 7,363 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 (11) 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, 2021, 2020, and 2019 the Company recorded option expense in the amount of $3.9 million, $1.0 million and $0.8 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 our estimates, the difference will be recorded as a cumulative adjustment in the period estimates are revised. Compensation cost is recorded only for vested options. We use the simplified calculation of expected life described in the SEC’s Staff Accounting Bulletin No. 107, Share-Based Payment, and volatility is based on an average of the historical volatilities of the common stock of four entities with characteristics similar to those of the Company. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant for periods corresponding with the expected life of the option. We use an expected dividend yield of zero, as we do not anticipate paying any dividends in the foreseeable future. Expected forfeitures are assumed to be zero due to the small number of plan participants and the plan. The weighted average fair value calculations for options granted during the year ended 2021, 2020, and 2019 are based on the following assumptions: Description For the year ended December 31, 2021 2020 2019 Dividend-yield 0 % 0 % 0 % Risk-free interest rate 0.83 % 0.94 % 2.38 % Expected volatility 100.47 % 87.37 % 88.54 % Expected life (years) 6.59 6.55 6.55 Market value per share on grant date $ 5.60 $ 0.69 $ 0.78 Fair value per share on grant date $ 4.68 $ 0.51 $ 0.59 As of December 31, 2021, the Company had $4.4 million of total unrecognized compensation expense for employees which the Company will amortize over the weighted remaining term of 2.5 years. |
Agreements
Agreements | 12 Months Ended |
Dec. 31, 2021 | |
Agreements | |
Agreements | 11. Agreements Working Capital Arrangement. As of December 31, 2021 and 2020, Aemetis made prepayments to J.D. Heiskell of $4 million and none. The J.D. Heiskell purchases and sales activity associated with the Purchasing Agreement, Corn Procurement and Working Capital Agreements during the years ended December 31, 2021 and 2020 were as follows: As of and for the twelve months ended December 31, 2021 2020 2019 Ethanol sales $ - $ 26,049 $ 114,593 Wet distiller's grains sales 41,476 32,049 34,510 Corn oil sales 6,184 3,623 3,536 Corn purchases 159,309 107,033 119,786 Accounts receivable 308 94 554 Accounts payable 862 169 2,027 Ethanol and Wet Distillers Grains Marketing Arrangement. Sales to Kinergy were $110.7 million, $62.1 million, and none and accounts receivable associated with Kinergy was none, $200 thousand and none during the years ended December 31, 2021, 2020, and 2019. For the years ended December 31, 2021, 2020 and 2019, the Company expensed marketing costs of $2.9, $2.3, and $2.6 million for each period under the terms of both the Ethanol Marketing Agreement and the Wet Distillers Grains Marketing Agreement and are presented in Selling, General, and Administration expense. For the years ended December 31, 2021, 2020 and 2019, the Company expensed shipping and handling costs related to sales of ethanol and high-grade alcohol sales of $3.3 million, $4.8 million, and $3.2 million and expensed transportation costs related to sales of WDG of $3.1 million, $2.9 million and $3.2 million As of December 31, 2021, the Company has no forward sales commitments. |
Segment Information
Segment Information | 12 Months Ended |
Dec. 31, 2021 | |
Segment Information | |
Segment Information | 12. Segment Information Aemetis recognizes three reportable segments “California Ethanol”, “Dairy Renewable Natural Gas”, and “India Biodiesel.” The “California Ethanol” reportable segment includes the Company’s 65 million gallon per year ethanol plant in Keyes, California, and the adjacent land leased for the production of CO₂. The “Dairy Renewable Natural Gas” reportable segment includes, the dairy digesters, pipeline and gas condition unit for the production of biogas from dairies near Keyes, California. The “India Biodiesel” reportable 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. The Company has additional operating segments that were determined not to be reportable segments, including the Carbon Zero 1 facility in Riverbank, the Goodland Plant, Kansas and the research and development facility in Minnesota. Refer to the “All Other” category. Summarized financial information by reportable segment for the years ended December 31, 2021, 2020, and 2019 follow: For the year ended December 31, 2021 California Ethanol Dairy Renewable Natural Gas India Biodiesel All other Total Revenues from external customers $ 211,251 $ - $ 696 $ 2 $ 211,949 Intersegment revenues - 1,445 - - 1,445 Gross profit (loss) 9,565 (488 ) (23 ) (1,115 ) 7,939 Interest expense 18,092 13 - 2,031 20,136 Accretion and other expenses of Series A preferred units - 7,718 - - 7,718 Gain on debt extinguishment (713 ) - - (421 ) (1,134 ) Capital expenditures 2,763 17,702 142 6,045 26,652 Depreciation 4,132 577 686 53 5,448 Total Assets 75,909 40,027 10,779 34,115 160,831 For the year ended December 31, 2020 California Ethanol Dairy Renewable Natural Gas India Biodiesel All other Total Revenues from external customers $ 149,302 $ - $ 15,795 $ 460 $ 165,557 Intersegment Revenues - 40 - 88 128 Gross profit (loss) 9,734 (303 ) 1,602 (8 ) 11,025 Interest expense (income) 18,572 6 38 4,327 22,943 Accretion and other expenses of Series A preferred units - 4,673 - - 4,673 Capital expenditures 1,281 15,687 1,371 1,001 19,340 Depreciation 4,044 174 661 15 4,894 Total Assets 61,418 23,847 12,827 27,047 125,139 For the year ended December 31, 2019 California Ethanol Dairy Renewable Natural Gas India Biodiesel All other Total Revenues from external customers $ 154,148 $ - $ 47,850 $ - $ 201,998 Gross profit 3,951 - 8,747 - 12,698 Interest expense (income) 16,667 - 351 4,071 21,089 Accretion and other expenses of Series A preferred units - 2,257 - - 2,257 Loss contingency on litigation - - - 6,200 6,200 Capital expenditures 2,255 4,214 1,059 1,050 8,578 Depreciation 3,810 1 612 11 4,434 Total Assets 56,561 4,776 16,906 21,652 99,895 A reconciliation of reportable segment revenues to consolidated totals for the years 2021, 2020, and 2019 follow: Revenues 2021 2020 2019 Total revenues for reportable segments $ 213,392 $ 165,137 $ 201,998 Other revenues 2 548 - Elimination of intersegment revenues (1,445 ) (128 ) - Total consolidated revenues $ 211,949 $ 165,557 $ 201,998 California Ethanol: Dairy Renewable Natural Gas: India Biodiesel: |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions | |
Related Party Transactions | 13. Related Party Transactions The Company owes Eric McAfee, the Company’s Chairman and CEO, and McAfee Capital LLC (“McAfee Capital”), owned by Eric McAfee, $0.4 million in connection with employment agreements and expense reimbursements. The balance accrued related to these employment agreements was $1.1 million as of December 31, 2020. For the years ended December 31, 2021, 2020, and 2019, the Company expensed $15 thousand, $23 thousand, and $36 thousand, 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, 2021, $0.1 million remained as a prepaid expense. As of December 31, 2021, one executive owes the Company $106 thousand related to stock option exercises. This was repaid in January 2022. On May 7, 2020, the Audit Committee of the Company approved a guarantee fee of 0.1% quarterly on the outstanding balance of Third Eye Capital Notes or $0.6 million. On November 4, 2021, the Audit Committee of the Company approved a guarantee fee of $0.4 million. The balance of $0.3 million and $0.8 million, for guaranty fees, remained as an accrued liability as of December 31, 2021 and 2020, respectively. On January 12, 2022, the Audit Committee of the Company approved a one-time guarantee fee of $2.0 million to McAfee Capital in connection with McAfee Capitals extension of certain guarantees of the Company’s indebtedness with Third Eye Capital. The Company owes various members of the Board amounts totaling $0.2 million and $1.2 million as of December 31, 2021 and December 31, 2020, for each period, in connection with board compensation fees, which are included in accounts payable on the balance sheet. For the years ended December 31, 2021, 2020, and 2019 the Company expensed $0.4 million, $0.4 million, and $0.3 million respectively, in connection with board compensation fees. During the year ended December 31, 2021 the company issued $0.9 million of restricted stock awards to pay off outstanding accounts payable owed to members of the Board. |
Income Tax
Income Tax | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax | |
Income Tax | 14. Income Tax The Company files a consolidated federal income tax return including all its domestic subsidiaries. State tax returns are filed on a consolidated, combined or separate basis depending on the applicable laws relating to the Company and its subsidiaries. Components of tax expense consist of the following: 2021 2020 2019 Current: Federal $ - $ - $ - State and Local 11 8 8 Foreign - - - 11 8 8 Deferred: Federal - - - State and Local - - - Foreign (139 ) (984 ) 1,123 Income tax expense/(benefit) $ (128 ) $ (976 ) $ 1,131 The Company recorded $0 and $0.1 million deferred tax liability as of December 31, 2021 and 2020 which is recorded in other long term liabilities in the Consolidated Balance Sheets. The deferred tax liability resulted as India subsidiary had income for the year ended December 31, 2020. U.S. loss and foreign income (loss) before income taxes are as follows: Year Ended December 31, 2021 2020 2019 United States $ (45,723 ) $ (37,496 ) $ (43,419 ) Foreign (1,552 ) (139 ) 5,073 Pretax loss $ (47,275 ) $ (37,635 ) $ (38,346 ) Year Ended December 31, 2021 2020 2019 Income tax benefit at the federal statutory rate $ (9,928 ) $ (7,903 ) $ (8,052 ) State tax benefit (2,875 ) (4,066 ) (48 ) Foreign tax differential (96 ) (185 ) 900 Stock-based compensation 252 166 133 Interest Expense 1,842 1,315 478 GILTI Inclusion - - 849 Prior year true-ups 140 (770 ) 1,493 Other 497 258 166 Credits (2,074 ) (1,388 ) - Valuation Allowance 12,114 11,597 5,212 Income Tax Benefit (128 ) (976 ) 1,131 Effective Tax Rate 0.27 % 2.59 % -2.95 % The components of the net deferred tax asset or (liability) are as follows: Year Ended December 31, 2021 2020 Deferred Tax Assets Organizational Costs, Start-up and Intangible Assets $ 5,068 $ 6,325 Stock Based Compensation 1,174 397 NOLs, Unabsorbed Depreciation and R&D Credits C/F's 61,624 56,530 Interest expense carryover 17,436 13,389 Ethanol Credits 1,500 1,500 Carbon Oxide Sequestration Credit 3,460 1,387 Accrued Expenses 3,312 2,813 Operating Lease Liability 1,082 1,232 Other, net 737 486 Total Deferred Tax Assets 95,392 84,059 Valuation Allowance (83,260 ) (71,145 ) Net Deferred Tax Assets 12,133 12,914 Deferred Tax Liabilities Right of Use Asset (1,238 ) (1,362 ) Property, Plant & Equipment (10,882 ) (11,600 ) Other, net (13 ) (91 ) Total Deferred Tax Liabilities (12,133 ) (13,053 ) Net Deferred Tax Liabilities $ - $ (139 ) Based on the Company’s evaluation of current and anticipated future taxable income, the Company believes it is more likely than not that insufficient taxable income will be generated to realize the net deferred tax assets, and accordingly, a valuation allowance has been set against these net deferred tax assets. We do not provide for U.S. income taxes for any undistributed earnings of the Company’s foreign subsidiaries, as the Company considers these to be permanently reinvested in the operations of such subsidiaries and have a cumulative foreign loss. At December 31, 2021, 2020, and 2019 these undistributed earnings losses totaled $8.9 million, $8.0 million, and $7.0 million, respectively. If any earnings were distributed, some countries may impose withholding taxes. However, due to the Company’s overall deficit in foreign cumulative earnings and its U.S. loss position, the Company does not believe a material net unrecognized U.S. deferred tax liability exists. ASC 740 Income Taxes provides that the tax effects from an uncertain tax position can be recognized in the Company’s financial statements only if the position is more-likely-than-not of being sustained on audit, based on the technical merits of the position. Tax positions that meet the recognition threshold are reported at the largest amount that is more-likely-than-not to be realized. This determination requires a high degree of judgment and estimation. The Company periodically analyzes and adjusts amounts recorded for the Company’s uncertain tax positions, as events occur to warrant adjustment, such as when the statutory period for assessing tax on a given tax return or period expires or if tax authorities provide administrative guidance or a decision is rendered in the courts. The Company does not reasonably expect the total amount of uncertain tax positions to significantly increase or decrease within the next 12 months. As of December 31, 2021, the Company’s uncertain tax positions were not significant for income tax purposes. The following describes the open tax years, by major tax jurisdiction, as of December 31, 2021: United States — Federal 2007 – present United States — State 2008 – present India 2013 – present Mauritius 2006 – present As of December 31, 2021, the Company had U.S. federal NOL carryforwards of approximately $201.0 million and state NOL carryforwards of approximately $252.0 million. The Company also has approximately $1.5 million of alcohol and cellulosic biofuel credit carryforwards. The Company also has approximately $3.5 million of Carbon Oxide Sequestration Credit carryforwards The federal net operating loss and other tax credit carryforwards expire on various dates between 2027 and 2037. The state net operating loss carryforwards expire on various dates between 2027 through 2041. Under the current tax law, net operating loss and credit carryforwards available to offset future income in any given year may be limited by US or India statute regarding net operating loss carryovers and timing of expirations or upon the occurrence of certain events, including significant changes in ownership interests. The Company’s India subsidiary has unabsorbed depreciation loss carryforwards as of December 31, 2021 of approximately $5.1 million in U.S. dollars, which do not expire. |
Parent Company Financial Statem
Parent Company Financial Statements (Unaudited) | 12 Months Ended |
Dec. 31, 2021 | |
Parent Company Financial Statements (Unaudited) | |
Parent Company Financial Statements (Unaudited) | 15. Parent Company Financial Statements (Unaudited) We conduct substantially all of our operations through subsidiaries and are dependent on cash distributions, dividends and other intercompany transfers of funds from our operations. Our subsidiaries have not made significant distributions to us and may not have funds available for dividends or distributions in the future. The ability of our subsidiaries to transfer funds to us will be dependent upon their respective abilities to achieve sufficient cash flows after satisfying their respective cash requirements, including subsidiary level debt service on their respective credit agreements. The following is a summary of the Parent Company Financial statements. Aemetis, Inc. (Parent Company) Balance Sheets As of December 31, 2021 and 2020 Assets 2021 2020 Current assets Cash and cash equivalents $ - $ 318 Receivables due from subsidiaries 93,571 - Prepaid expenses 290 252 Other current assets 116 - Total current assets 93,977 570 Investment in AE Advanced Products Keyes , Inc. - 12 Investment in Aemetis Property Keyes, Inc. 496 - Investment in Aemetis International, Inc. 2,546 4,196 Investment in Aemetis Advanced Products Riverbank, Inc. 23 - Investment in Aemetis Carbon Capture, Inc. 54 - Total investments in Subsidiaries, net of advances 3,119 4,208 Property, plant and equipment, net 36 9 Other assets 2,475 2,700 Total Assets $ 99,607 $ 7,487 Liabilities & stockholders' deficit Current liabilities Accounts payable $ 3,024 $ 4,881 Payables due to subsidiaries - 4,390 Mandatorily redeemable Series B convertible preferred 3,806 3,252 Other current liabilities 9,521 11,930 Total current liabilities 16,351 24,453 Long term liabilities: Other long term debt - 150 Operating lease liability 2,318 - Subsidiary obligation in excess of investment Investment in AE Advanced Fuels, Inc. 150,424 131,432 Investment in Aemetis Americas, Inc 205 205 Investment in Aemetis Biofuels, Inc. 2,738 2,738 Investment in Aemetis Technologies, Inc. 4,536 4,446 Investment in Aemetis Property Keyes, Inc. - 247 Investment in AE Advanced Products Keyes , Inc. 383 - Investment in Aemetis Health Products, Inc. 2,137 441 Investment in Goodland Advanced Fuels, Inc. 13,587 12,201 Investment in Aemetis Biogas LLC 27,166 15,918 Total subsidiary obligation in excess of investment 201,176 167,628 Total long term liabilities 203,494 167,778 Stockholders' deficit Series B Preferred convertible stock 1 1 Common stock 33 23 Additional paid-in capital 205,305 93,426 Accumulated deficit (321,227 ) (274,080 ) Accumulated other comprehensive loss (4,350 ) (4,114 ) Total stockholders' deficit (120,238 ) (184,744 ) Total liabilities & stockholders' deficit $ 99,607 $ 7,487 Aemetis, Inc. (Parent Company) Statements of Operations and Comprehensive Loss For the Years Ended December 31, 2021, 2020, and 2019 2021 2020 2019 Equity in subsidiary losses $ (34,400 ) $ (28,820 ) $ (21,745 ) Selling, general and administrative expenses 11,806 6,707 6,673 Operating loss (46,206 ) (35,527 ) (28,418 ) Other (income) expense Interest expense 1,031 677 1,392 Other (income) expense (97 ) 448 5,899 Loss before income taxes (47,140 ) (36,652 ) (35,709 ) Income tax expense 7 7 7 Net loss (47,147 ) (36,659 ) (35,716 ) Other comprehensive loss Foreign currency translation adjustment (27 ) (289 ) (249 ) Comprehensive loss $ (47,174 ) $ (36,948 ) $ (35,965 ) Aemetis, Inc. (Parent Company) Statements of Cash Flows For the years ended December 31, 2021, 2020, and 2019 2021 2020 2019 Operating activities: Net loss (47,147 ) (36,659 ) (35,716 ) Adjustments to reconcile net loss to net cash used in operating activities: Stock-based compensation 3,928 995 774 SARs Amortization - - 800 Depreciation 8 4 8 Subsidiary portion of net losses 34,400 28,820 21,745 Change in fair value of SARs liability - - (82 ) Gain on debt extinguishment (421 ) - - Changes in assets and liabilities: Prepaid expenses (38 ) 38 74 Accounts payable (1,043 ) (216 ) 71 Accrued interest expense 998 525 1,184 Other liabilities (902 ) (578 ) 5,891 Other assets 109 236 (232 ) Net cash used in operating activities (10,108 ) (6,835 ) (5,483 ) Investing activities: Subsidiary advances, net (95,105 ) 1,332 6,781 Net cash provided by (used in) investing activities (95,105 ) 1,332 6,781 Financing activities: Proceeds from borrowings under secured debt facilities - 421 - Repayments of borrowings under secured debt facilities - - (1,298 ) Proceeds from the exercise of stock options 1,304 287 - Proceeds from issuance of common stock in equity offering 103,591 5,113 - Net cash provided by (used in) financing activities 104,895 5,821 (1,298 ) Net increase in cash and cash equivalents (318 ) 318 - Cash and cash equivalents at beginning of period 318 - - Cash and cash equivalents at end of period $ - $ 318 $ - Supplemental disclosures of cash flow information, cash paid: Interest payments $ - $ - $ - Income taxes paid 7 7 8 Supplemental disclosures of cash flow information, non-cash transactions: Fair value of warrants issued to subordinated debt holders 1,546 181 162 Fair value of warrants issued for capital expenditures 1,344 - - Exercise of Stock Appreciation Rights added to GAFI debt - - 1,050 Reclassification of GAFI Non-controlling interest - - 8,501 Operating lease liabilities arising from obtaining right of use assets - 2,632 640 Issuance of equity to pay off accounts payable 893 - - |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events | |
Subsequent Events | 16. Subsequent Events Subordinated Notes On January 1, 2022, the maturity on two accredited investor's Subordinated Notes was extended until the earlier of (i) June 30, 2022; (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 $90 thousand and $250 thousand cash extension fee was paid by adding the fee to the balance of the new Subordinated Note and 113 thousand Aemetis, Inc. common stock warrants were granted with a term oftwo years and an exercise price of $0.01 per share. Amended and Restated Credit Agreement On March 2, 2022, Goodland Advanced Fuels, Inc. and Aemetis Carbon Capture, Inc. entered into an Amended and Restated Credit Agreement (“Credit Agreement”) with Third Eye Capital Corporation, as administrative agent and collateral agent, and the lender party there to (the "New Credit Facility"). The New Credit Facility provides for two credit facilities with aggregate availability of up to $100 million, consisting of a revolving credit facility with GAFI for up to $50 million (the “ Fuels Revolving Line Carbon Revolving Line Revolving Loans Third Eye Reserve Liquidity Facility On March 8, 2022, Third Eye agreed to extend a one-year reserve liquidity facility governed by a promissory note of $40.0 million to April 1, 2023. Borrowings under the facility are available until maturity on April 1, 2023. Interest on borrowed amounts accrues at a rate of 30% per annum, paid monthly in arrears and may be capitalized and due upon maturity, 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) 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 (b) April 1, 2023. Any amounts may be re-borrowed up to repaid amounts up until the maturity date of April 1, 2023. The promissory note is secured by liens and security interests upon the property and assets of the Company. In addition, if any initial advances are drawn under the facility, the Company will pay a non-refundable one-time fee in the amount of $0.5 million provided that such fee may be added to the principal amount of the promissory note on the date of such initial advance. Third Eye Capital Limited Waiver and Amendment No. 22 On March 8, 2022, Third Eye Capital agreed to the Limited Waiver and Amendment No. 22 to the Note Purchase Agreement (“Amendment No. 22”) to: (i) provide a waiver for the Blocked Account Agreement Violation in which the Borrowers failed to deliver Blocked Account Control Agreements by December 31, 2021, (ii) provide for a waiver for the Subordinated Debt Violation, in which the Company made a repayment to a Subordinated Debt lender, and (iii) provide for a waiver of the consolidated unfunded capital expenditures covenant for the quarters through December 31, 2021. As consideration for such waivers, the borrowers also agreed to pay Third Eye Capital an amendment and waiver fee of $0.1 million in cash. |
Management's Plan
Management's Plan | 12 Months Ended |
Dec. 31, 2021 | |
Management's Plan | |
Management's Plan | 17. Liquidity The accompanying financial statements have been prepared contemplating the realization of assets and satisfaction of liabilities in the normal course of business. As a result of negative capital and negative operating results, and collateralization of substantially all of the company assets, the Company has been reliant on its senior secured lender to provide additional funding and has been required to remit substantially all excess cash from operations to the senior secured lender. In order to provide the necessary liquidity, the senior lender provided an extension of the $40 million reserve liquidity facility through of April 1, 2023 (see Note 16) that will allow the company to meet its obligations as they come due beyond twelve months after these financial statements are issued. The Company plans to pursue the following strategies to improve the course of the business. For the Keyes plant, we plan to operate the plant and continue to improve financial performance by adopting new technologies or process changes that allow for energy efficiency, cost reduction or revenue enhancements, execute upon awarded grants that improve energy and operational efficiencies resulting in lower cost, lower carbon demands and overall margin improvement. For the ABGL biogas project, we plan to operate the biogas digesters to capture and monetize biogas as well as continue to build new dairy digesters and extend the existing pipeline in order to capture the higher carbon credits available in California. Funding for continued construction is based upon, obtaining government guaranteed loans and executing on existing and new state grant programs. For the Riverbank project, we plan to raise the funds necessary to construct and operate the Carbon Zero 1 plant using loan guarantees and public financings based upon the licensed technology that generate federal and state carbon credits available for ultra-low carbon fuels utilizing lower cost, non-food advanced feedstocks to significantly increase margins. For the India plant, we plan to secure higher volumes of shipments of fuels at the India plant by developing the sales channels and expanding the existing domestic markets or exporting to North America markets. In addition to the above we plan to continue to locate funding for existing and new business opportunities through a combination of working with our senior lender, restructuring existing loan agreements, selling equity through the ATM and otherwise, selling the current EB-5 Phase II offering, or by vendor financing arrangements. |
Nature of Activities and Summ_2
Nature of Activities and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Nature of Activities and Summary of Significant Accounting Policies | |
Nature of Activities | Nature of Activities · Aemetis Americas, Inc., a Delaware corporation, and its subsidiary AE Biofuels, 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 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 Health Products, 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. Founded in 2006 and headquartered in Cupertino, California, Aemetis, Inc. (collectively with its subsidiaries on a consolidated basis, “Aemetis,” the “Company,” “we,” “our” or “us”) is an international renewable fuels and byproducts company focused on the acquisition, development and commercialization of innovative technologies that replace traditional petroleum-based products. We own and operate a 65 million gallon per year ethanol production facility located in Keyes, California (the “Keyes Plant”). In addition to low carbon renewable fuel ethanol, the Keyes Plant produces Wet Distillers Grains (“WDG”), Distillers Corn Oil (“DCO”), and Condensed Distillers Solubles (“CDS”), all of which are sold as animal feed to local dairies and feedlots. In the fourth quarter of 2021, an ethanol zeolite membrane dehydration system was installed at the Keyes Plant and is in process of being commissioned at the Keyes Plant, a key first step in the electrification of the Keyes facility. During 2018, Aemetis Biogas, LLC (“ABGL”) was formed to construct bio-methane anaerobic digesters at local dairies near the Keyes Plant, many of whom also purchase WDG produced at the Keyes Plant. Our Dairy Renewable Natural Gas segment, ABGL, has completed Phase 1 of our California biogas digester network and pipeline system that converts waste dairy methane gas into Dairy Renewable Natural Gas (“RNG”) and is now executing Phase 2 construction. The digesters are connected via an underground private pipeline owned by ABGL to a gas cleanup and compression unit being built at the Keyes Plant to produce RNG. During the third quarter of 2020, ABGL completed construction of the first two dairy digesters along with four miles of pipeline that carries bio-methane from the dairies to the Keyes Plant. Upon receiving the bio-methane from the dairies, impurities are removed, and the bio-methane is converted to negative carbon intensity RNG where it will be either be sold to third parties or used as renewable process energy at the Keyes Plant. During the first quarter of 2021, we announced our “Carbon Zero” biofuels production plants designed to produce biofuels, including sustainable aviation fuel (“SAF”) and diesel fuel utilizing renewable hydrogen and non-edible renewable oils sourced from our existing biofuels plants and other sources. The first plant, in Riverbank, California, “Carbon Zero 1”, is expected to utilize hydroelectric and other renewable power available onsite to produce SAF, renewable diesel, and other byproducts. The plant is expected to supply the aviation and truck markets with ultra-low carbon renewable fuels. On April 1, 2021, we established Aemetis Carbon Capture, Inc. to build Carbon Capture and Sequestration (CCS) projects to generate LCFS and IRS 45Q credits by injecting CO₂ into wells which are monitored for emissions to ensure the long-term sequestration of carbon underground. During 2017, Goodland Advanced Fuels, Inc. (“GAFI”) was formed to acquire land, buildings and process equipment in Goodland, Kansas for the construction and development of a next generation biofuel facility for $15.4 million. GAFI entered into a Note Purchase Agreement with Third Eye Capital Corporation (“Third Eye Capital”). 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. Prior to December 31, 2019, GAFI was consolidated into the financial statements as a variable interest entity. We also own and operate the Kakinada Plant with a nameplate capacity of 150 thousand metric tons per year, or about 50 million gallons per year, producing high quality distilled biodiesel and refined glycerin for customers in India and Europe. The Kakinada Plant is capable of processing a variety of vegetable oils and animal fat waste feedstocks into biodiesel that meet international product standards. The Kakinada Plant also distills the crude glycerin byproduct from the biodiesel refining process into refined glycerin, which is sold to the pharmaceutical, personal care, paint, adhesive and other industries. |
Basis of Presentation and Consolidation | Basis of Presentation and Consolidation. Prior to December 31, 2019, GAFI was consolidated into the financial statements as a VIE. We concluded that GAFI did not have enough equity to finance its activities without additional subordinated financial support and GAFI’s shareholder did not have a controlling financial interest in the entity. Through providing a Limited Guaranty, pursuant to which, 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, and signing the Option Agreement, 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, 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, we exercised an option to acquire all capital stock of GAFI and consolidated it with the Company. All intercompany balances and transactions have been eliminated in consolidation. |
Use of Estimates | Use of Estimates |
Revenue Recognition | Revenue Recognition California Ethanol: During the first quarter of 2020, Aemetis began selling high-grade alcohol for consumer applications directly to customers on the West Coast and Midwest using a variety of payment terms. These agreements and terms were evaluated according to ASC 606 guidance and such revenue is recognized upon satisfaction of the performance obligation by delivery of the product based on the terms of the agreement. Sales of high-grade alcohol were minimal for 2021 and were aggregated with ethanol sales. Sales of high-grade alcohol represented 0%, 15%, and 0% of revenue for the years ended December 31, 2021, 2020, and 2019, respectively. The below table shows our sales in California Ethanol by product category: California Ethanol For the twelve months ended December 31, 2021 2020 2019 Ethanol and high-grade alcohol sales $ 162,428 $ 111,219 $ 114,593 Wet distiller's grains sales 41,476 32,048 34,510 Other sales 7,347 6,035 5,045 $ 211,251 $ 149,302 $ 154,148 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. 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. For our California Ethanol segment, we buy corn as feedstock for the production of ethanol, from our working capital partner J.D. Heiskell. Prior to May 13, 2020, we sold all our ethanol, WDG, and corn oil to J.D. Heiskell and we bought all our corn to process into ethanol from J.D. Heiskell. After May 13, 2020, we sold most of our fuel ethanol to one customer, Kinergy, and sold all WDG and corn oil to J.D. Heiskell. During the second quarter of 2021, the Company signed a biofuels offtake agreement with Murex, LLC, and beginning on October 1, 2021 the Company sold all our fuel ethanol to Murex LLC. We only have customer relationships with Kinergy Marketing and Murex LLC, hence the principal and agent criteria is not applied. However, we are still buying corn and selling WDG and corn oil to J.D.Heiskell, we analyzed the principal vs agent relationship criteria below. We consider the purchase of corn as a cost of goods sold and the sale of WDG, corn oil, upon trucks leave the Keyes Plant, 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 WDG, and Corn oil is set independently. Revenues from WDG and Corn oil 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 California Ethanol segment where our customer and vendor may be the same. We have a contract liability of $0 and $0.2 million as of December 31, 2021 and 2020. Dairy Renewable Natural Gas: India Biodiesel: The below table shows our sales in India by product category: In India, we also assessed principal versus agent criteria as we buy our feedstock from our customers and process and sell finished goods to those same customers in certain contractual agreements. 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 Biodiesel sales scenarios where our customer and vendor may be the same. |
Cost of Goods Sold | Cost of Goods Sold |
Shipping and Handling Costs | Shipping and Handling Costs |
Research and Development | Research and Development. |
Cash and Cash Equivalents | Cash and Cash Equivalents |
Accounts Receivable | Accounts Receivable. The Company maintains an allowance for doubtful accounts for balances that appear to have specific collection issues. The collection process is based on the age of the invoice and 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 receivables are charged against the allowance for doubtful accounts once un-collectability has been determined. The factors considered in reaching this determination are the apparent financial condition of the customer and the Company’s success in contacting and negotiating with the customer. If the financial condition of the Company’s customers were to deteriorate, additional allowances may be required. We reserved $1.4 million and $1.3 million in the allowances for doubtful accounts as of December 31, 2021 and December 31, 2020, respectively. |
Inventories | Inventories |
Variable Interest Entities | Variable Interest Entities. |
Property, Plant and Equipment | Property, Plant and Equipment. The Company evaluates the recoverability of long-lived assets with finite lives in accordance with ASC Subtopic 360-10-35 Property Plant and Equipment –Subsequent Measurement, |
California Energy Commission Technology Demonstration Grant | California Energy Commission Technology Demonstration Grant. |
California Energy Commission Low-Carbon Fuel Production Program | California Energy Commission Low-Carbon Fuel Production Program. |
California Department of Food and Agriculture Dairy Digester Research and Development Grant | California Department of Food and Agriculture Dairy Digester Research and Development Grant. In October 2020, the Company was awarded $7.8 million in matching grants from the CDFA Dairy Digester Research and Development program. The CDFA grant reimburses the Company for costs required to permit and construct six of the Company’s biogas capture systems under contract with central California dairies. The Company has received $545 thousand from the CDFA 2020 grant program as of December 31, 2021 as reimbursement for actual costs incurred. Due to the uncertainty associated with the approval process under the grant program, the Company recognizes the grant as a reduction of the costs in the period when payment is received. |
California Energy Commission Low Carbon Advanced Ethanol Grant Program | California Energy Commission Low Carbon Advanced Ethanol Grant Program. |
Income Taxes | 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, 2021 and 2020, the Company recorded a full valuation allowance against its U.S. federal and state 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 | 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, 2021, 2020, and 2019: As of December 31, 2021 December 31, 2020 December 31, 2019 Series B preferred (post split basis) 128 132 132 Common stock options and warrants 3,819 5,422 3,840 Debt with conversion feature at $30 per share of common stock 1,220 1,298 1,262 Total number of potentially dilutive shares excluded from the diluted net (loss) per share calculation 5,167 6,852 5,234 |
Comprehensive Loss | Comprehensive Loss. Comprehensive Income |
Foreign Currency Translation/Transactions | Foreign Currency Translation/Transactions. |
Segments | Segments. The “California Ethanol” reportable segment includes the Company’s 65 million gallon per year ethanol plant in Keyes, California, and the adjacent land leased for the production of CO₂. The “Dairy Renewable Natural Gas” reportable segment includes, the dairy digesters, pipeline and gas condition unit for the production of biogas from dairies near Keyes, California. The “India Biodiesel” reportable 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. The Company has additional operating segments that were determined not to be reportable segments, including the Carbon Zero 1 facility in Riverbank, the Goodland Plant, Kansas and the research and development facility in Minnesota. Refer to the “All Other” category. |
Share-Based Compensation | Share-Based Compensation. Stock Compensation |
Commitments and Contingencies | Commitments and Contingencies. Contingencies |
Convertible Instruments | Convertible Instruments. |
Debt Issuance Costs | Debt Issuance Costs. |
Troubled Debt Restructuring Accounting | Troubled Debt Restructuring Accounting. |
Debt Modification Accounting | Debt Modification Accounting Debt – Modification and Extinguishments |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements ASU 2016-13: Measurement of Credit Losses on Financial Instruments. ASU 2019-12: Simplifying the Accounting for Income Taxes |
Nature of Activities and Summ_3
Nature of Activities and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Schedule of antidilutive securities excluded from computation of earnings per share | As of December 31, 2021 December 31, 2020 December 31, 2019 Series B preferred (post split basis) 128 132 132 Common stock options and warrants 3,819 5,422 3,840 Debt with conversion feature at $30 per share of common stock 1,220 1,298 1,262 Total number of potentially dilutive shares excluded from the diluted net (loss) per share calculation 5,167 6,852 5,234 |
India Biodiesel | |
Disaggregation of revenue | India Biodiesel (in thousands) For the twelve months ended December 31, 2021 2020 2019 Biodiesel sales $465 $13,796 $42,464 Refined glycerin sales 125 1,172 2,809 PFAD sales - 774 2,557 Other sales 106 53 20 $696 $15,795 $47,850 |
California Ethanol | Customer One | Sales of ethanol, WDG, and corn oil | |
Disaggregation of revenue | California Ethanol For the twelve months ended December 31, 2021 2020 2019 Ethanol and high-grade alcohol sales $ 162,428 $ 111,219 $ 114,593 Wet distiller's grains sales 41,476 32,048 34,510 Other sales 7,347 6,035 5,045 $ 211,251 $ 149,302 $ 154,148 |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Inventories | |
Schedule of inventories | As of December 31, 2021 December 31, 2020 Raw materials $ 727 $ 1,382 Work-in-progress 2,083 1,266 Finished goods 2,316 1,321 Total inventories $ 5,126 $ 3,969 |
Property Plant and Equipment (T
Property Plant and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property Plant and Equipment | |
Schedule of property, plant and equipment | As of December 31, 2021 December 31, 2020 Land $ 4,082 $ 4,092 Plant and buildings 97,110 97,398 Furniture and fixtures 1,334 1,195 Machinery and equipment 5,294 5,188 Construction in progress 55,859 25,397 Property held for development 15,437 15,408 Finance lease right of use assets 2,317 2,308 Total gross property, plant & equipment 181,433 150,986 Less accumulated depreciation (46,332 ) (41,106 ) Total net property, plant & equipment $ 135,101 $ 109,880 |
Depreciation of property, plant, and equipment | Years Plant and buildings 20 - 30 Machinery and equipment 5 - 15 Furniture and fixtures 3 - 5 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt | |
Schedule of debt | December 31, 2021 December 31, 2020 Third Eye Capital term notes $ 7,095 $ 7,066 Third Eye Capital revolving credit facility 75,980 80,310 Third Eye Capital revenue participation term notes 11,915 11,864 Third Eye Capital acquisition term notes 26,461 26,384 Third Eye Capital promissory note - 1,444 Cilion shareholder seller notes payable 6,619 6,274 Subordinated notes 14,304 12,745 EB-5 promissory notes 40,692 43,120 GAFI Term and Revolving loans - 33,626 Term loans on capital expenditures 5,701 5,652 PPP loans - 1,134 Total debt 188,767 229,619 Less current portion of debt 22,778 59,515 Total long term debt $ 165,989 $ 170,104 |
Maturities of long-term debt | Twelve months ended December 31, Debt Repayments 2022 $ 22,778 2023 154,826 2024 6,945 2025 2,564 2026 945 There after 1,640 Total debt 189,698 Debt issuance costs (931 ) Total debt, net of debt issuance costs $ 188,767 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies | |
Schedule of lease expense and sublease income | Twelve Months ended December 31, 2021 2020 2019 Operating lease cost Operating lease expense $ 812 $ 566 $ 712 Short term lease expense 207 118 85 Variable lease expense 107 105 102 Sub lease income - - (117 ) Total operating lease cost $ 1,126 $ 789 $ 782 Finance lease cost Amortization of right-of-use assets $ 230 $ 249 $ - Interest on lease liabilities 81 68 - Total finance lease cost $ 311 $ 317 $ - |
Cash paid for amounts included in the measurement of lease liabilities | Twelve Months ended December 31, 2021 2020 2019 Operating cash flows used in operating leases $ 698 $ 616 $ 571 Operating cash flows used in finance leases 81 68 - Financing cash flows used in finance leases $ 506 1,471 - |
Maturities of operating and finance lease liabilities | Year ended December 31, Operating leases Finance leases 2022 $ 597 $ 611 2023 573 528 2024 590 201 2025 608 23 2026 626 - There after 918 - Total lease payments 3,912 1,363 Less imputed interest (1,334 ) (93 ) Total lease liability $ 2,578 $ 1,270 |
Supplemental non-cash flow information related to right-of-use asset and lease liabilities | Twelve Months ended December 31, 2021 2020 2019 Operating leases Accretion of the lease liability $ 378 $ 258 $ 125 Amortization of right-of-use assets 434 308 587 Weighted Average Remaining Lease Term Operating leases 6.3 years Finance leases 2.3 years Weighted Average Discount Rate Operating leases 14.0% Finance leases 6.1% |
Supplemental balance sheet information | As of December 31, 2021 December 31, 2020 December 31, 2019 Operating leases Operating lease right-of-use assets $ 2,462 $ 2,889 $ 557 Current portion of operating lease liability 260 316 377 Long term operating lease liability 2,318 2,578 200 Total operating lease liabilities 2,578 2,894 577 Finance leases Property and equipment, at cost $ 2,317 $ 2,308 $ - Accumulated depreciation (376 ) (249 ) - Property and equipment, net 1,941 2,059 - Other current liability 550 417 - Other long term liabilities 720 1,164 - Total finance lease liabilities 1,270 1,581 - |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Stockholders' deficit: | |
Convertible preferred stock | Shares Issued and Authorized Outstanding December 31, Shares 2021 2020 Series B preferred stock 7,235 1,278 1,323 Undesignated 57,765 — — 65,000 1,278 1,323 |
Outstanding Warrants (Tables)
Outstanding Warrants (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Outstanding Warrants | |
Weighted average assumptions | Description For the year ended December 31, 2021 2020 2019 Dividend-yield 0 % 0 % 0 % Risk-free interest rate 0.21 % 0.84 % 2.13 % Expected volatility 136.16 % 108.8 % 103.0 % Expected life (years) 2 2 2 Exercise price per share $ 0.01 $ 0.01 $ 0.01 Market value per share on grant date $ 9.92 $ 0.81 $ 0.73 Fair value per share on grant date $ 9.91 $ 0.80 $ 0.72 |
Schedule of warrant activity | Warrants Outstanding & Exercisable Weighted - Average Exercise Price Average Remaining Term in Years 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 Granted 227 0.01 Exercised (227 ) 0.01 Outstanding December 31, 2020 95 $ 2.59 4.95 Granted 292 0.01 Exercised (332 ) 0.32 Outstanding December 31, 2021 55 $ 2.59 3.95 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Stock-Based Compensation | |
Schedule of options granted under employee stock plans | Shares Available for Grant Number of Shares Outstanding Weighted-Average Exercise Price Balance as of December 31, 2018 149 2,889 $ 1.80 Authorized 855 - - Granted (1,116 ) 1,116 0.78 Forfeited/expired 259 (259 ) 3.53 Balance as of December 31, 2019 147 3,746 $ 1.38 Authorized 2,342 - - Granted (2,320 ) 2,320 0.69 Exercised - (528 ) 0.96 Forfeited/expired 211 (211 ) 0.89 Balance as of December 31, 2020 380 5,327 $ 1.14 Authorized 816 - - Options Granted (1,141 ) 1,141 5.60 RSAs Granted (154 ) - Exercised - (2,498 ) 1.39 Forfeited/expired 241 (207 ) 1.84 Balance as of December 31, 2021 289 7,509 $ 2.29 |
Vested and unvested awards outstanding | Number of Shares Weighted Average Exercise Price Remaining Contractual Term (In Years) Aggregate Intrinsic Value 1 2021 Vested and Exercisable 2,346 $ 1.32 7.68 $ 25,771 Unvested 1,417 3.89 8.64 12,961 Total 3,763 $ 2.29 8.04 $ 38,732 2020 Vested and Exercisable 3,718 $ 1.30 7.42 $ 4,592 Unvested 1,609 0.77 8.82 2,771 Total 5,327 $ - 7.84 $ 7,363 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 |
Schedule of weighted average fair value calculations for options granted | Description For the year ended December 31, 2021 2020 2019 Dividend-yield 0 % 0 % 0 % Risk-free interest rate 0.83 % 0.94 % 2.38 % Expected volatility 100.47 % 87.37 % 88.54 % Expected life (years) 6.59 6.55 6.55 Market value per share on grant date $ 5.60 $ 0.69 $ 0.78 Fair value per share on grant date $ 4.68 $ 0.51 $ 0.59 |
Agreements (Tables)
Agreements (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Agreements | |
Schedule of working capital agreement activity | As of and for the twelve months ended December 31, 2021 2020 2019 Ethanol sales $ - $ 26,049 $ 114,593 Wet distiller's grains sales 41,476 32,049 34,510 Corn oil sales 6,184 3,623 3,536 Corn purchases 159,309 107,033 119,786 Accounts receivable 308 94 554 Accounts payable 862 169 2,027 |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Segment Information | |
Schedule of segment information | For the year ended December 31, 2021 California Ethanol Dairy Renewable Natural Gas India Biodiesel All other Total Revenues from external customers $ 211,251 $ - $ 696 $ 2 $ 211,949 Intersegment revenues - 1,445 - - 1,445 Gross profit (loss) 9,565 (488 ) (23 ) (1,115 ) 7,939 Interest expense 18,092 13 - 2,031 20,136 Accretion and other expenses of Series A preferred units - 7,718 - - 7,718 Gain on debt extinguishment (713 ) - - (421 ) (1,134 ) Capital expenditures 2,763 17,702 142 6,045 26,652 Depreciation 4,132 577 686 53 5,448 Total Assets 75,909 40,027 10,779 34,115 160,831 For the year ended December 31, 2020 California Ethanol Dairy Renewable Natural Gas India Biodiesel All other Total Revenues from external customers $ 149,302 $ - $ 15,795 $ 460 $ 165,557 Intersegment Revenues - 40 - 88 128 Gross profit (loss) 9,734 (303 ) 1,602 (8 ) 11,025 Interest expense (income) 18,572 6 38 4,327 22,943 Accretion and other expenses of Series A preferred units - 4,673 - - 4,673 Capital expenditures 1,281 15,687 1,371 1,001 19,340 Depreciation 4,044 174 661 15 4,894 Total Assets 61,418 23,847 12,827 27,047 125,139 For the year ended December 31, 2019 California Ethanol Dairy Renewable Natural Gas India Biodiesel All other Total Revenues from external customers $ 154,148 $ - $ 47,850 $ - $ 201,998 Gross profit 3,951 - 8,747 - 12,698 Interest expense (income) 16,667 - 351 4,071 21,089 Accretion and other expenses of Series A preferred units - 2,257 - - 2,257 Loss contingency on litigation - - - 6,200 6,200 Capital expenditures 2,255 4,214 1,059 1,050 8,578 Depreciation 3,810 1 612 11 4,434 Total Assets 56,561 4,776 16,906 21,652 99,895 |
Schedule of reconciliation of reportable segment | Revenues 2021 2020 2019 Total revenues for reportable segments $ 213,392 $ 165,137 $ 201,998 Other revenues 2 548 - Elimination of intersegment revenues (1,445 ) (128 ) - Total consolidated revenues $ 211,949 $ 165,557 $ 201,998 |
Income Tax (Tables)
Income Tax (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax | |
Income tax expense | 2021 2020 2019 Current: Federal $ - $ - $ - State and Local 11 8 8 Foreign - - - 11 8 8 Deferred: Federal - - - State and Local - - - Foreign (139 ) (984 ) 1,123 Income tax expense/(benefit) $ (128 ) $ (976 ) $ 1,131 |
U.S. loss and foreign loss before income taxes | Year Ended December 31, 2021 2020 2019 United States $ (45,723 ) $ (37,496 ) $ (43,419 ) Foreign (1,552 ) (139 ) 5,073 Pretax loss $ (47,275 ) $ (37,635 ) $ (38,346 ) |
Effective tax rate | Year Ended December 31, 2021 2020 2019 Income tax benefit at the federal statutory rate $ (9,928 ) $ (7,903 ) $ (8,052 ) State tax benefit (2,875 ) (4,066 ) (48 ) Foreign tax differential (96 ) (185 ) 900 Stock-based compensation 252 166 133 Interest Expense 1,842 1,315 478 GILTI Inclusion - - 849 Prior year true-ups 140 (770 ) 1,493 Other 497 258 166 Credits (2,074 ) (1,388 ) - Valuation Allowance 12,114 11,597 5,212 Income Tax Benefit (128 ) (976 ) 1,131 Effective Tax Rate 0.27 % 2.59 % -2.95 % |
Components of the net deferred tax asset or (liability) | Year Ended December 31, 2021 2020 Deferred Tax Assets Organizational Costs, Start-up and Intangible Assets $ 5,068 $ 6,325 Stock Based Compensation 1,174 397 NOLs, Unabsorbed Depreciation and R&D Credits C/F's 61,624 56,530 Interest expense carryover 17,436 13,389 Ethanol Credits 1,500 1,500 Carbon Oxide Sequestration Credit 3,460 1,387 Accrued Expenses 3,312 2,813 Operating Lease Liability 1,082 1,232 Other, net 737 486 Total Deferred Tax Assets 95,392 84,059 Valuation Allowance (83,260 ) (71,145 ) Net Deferred Tax Assets 12,133 12,914 Deferred Tax Liabilities Right of Use Asset (1,238 ) (1,362 ) Property, Plant & Equipment (10,882 ) (11,600 ) Other, net (13 ) (91 ) Total Deferred Tax Liabilities (12,133 ) (13,053 ) Net Deferred Tax Liabilities $ - $ (139 ) |
Open tax years, by major tax jurisdiction | United States — Federal 2007 – present United States — State 2008 – present India 2013 – present Mauritius 2006 – present |
Parent Company Financial Stat_2
Parent Company Financial Statements (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Parent Company Financial Statements (Unaudited) | |
Parent Statements of Operations and Comprehensive Loss | 2021 2020 2019 Equity in subsidiary losses $ (34,400 ) $ (28,820 ) $ (21,745 ) Selling, general and administrative expenses 11,806 6,707 6,673 Operating loss (46,206 ) (35,527 ) (28,418 ) Other (income) expense Interest expense 1,031 677 1,392 Other (income) expense (97 ) 448 5,899 Loss before income taxes (47,140 ) (36,652 ) (35,709 ) Income tax expense 7 7 7 Net loss (47,147 ) (36,659 ) (35,716 ) Other comprehensive loss Foreign currency translation adjustment (27 ) (289 ) (249 ) Comprehensive loss $ (47,174 ) $ (36,948 ) $ (35,965 ) |
Parent Statements of Cash Flows | 2021 2020 2019 Operating activities: Net loss (47,147 ) (36,659 ) (35,716 ) Adjustments to reconcile net loss to net cash used in operating activities: Stock-based compensation 3,928 995 774 SARs Amortization - - 800 Depreciation 8 4 8 Subsidiary portion of net losses 34,400 28,820 21,745 Change in fair value of SARs liability - - (82 ) Gain on debt extinguishment (421 ) - - Changes in assets and liabilities: Prepaid expenses (38 ) 38 74 Accounts payable (1,043 ) (216 ) 71 Accrued interest expense 998 525 1,184 Other liabilities (902 ) (578 ) 5,891 Other assets 109 236 (232 ) Net cash used in operating activities (10,108 ) (6,835 ) (5,483 ) Investing activities: Subsidiary advances, net (95,105 ) 1,332 6,781 Net cash provided by (used in) investing activities (95,105 ) 1,332 6,781 Financing activities: Proceeds from borrowings under secured debt facilities - 421 - Repayments of borrowings under secured debt facilities - - (1,298 ) Proceeds from the exercise of stock options 1,304 287 - Proceeds from issuance of common stock in equity offering 103,591 5,113 - Net cash provided by (used in) financing activities 104,895 5,821 (1,298 ) Net increase in cash and cash equivalents (318 ) 318 - Cash and cash equivalents at beginning of period 318 - - Cash and cash equivalents at end of period $ - $ 318 $ - Supplemental disclosures of cash flow information, cash paid: Interest payments $ - $ - $ - Income taxes paid 7 7 8 Supplemental disclosures of cash flow information, non-cash transactions: Fair value of warrants issued to subordinated debt holders 1,546 181 162 Fair value of warrants issued for capital expenditures 1,344 - - Exercise of Stock Appreciation Rights added to GAFI debt - - 1,050 Reclassification of GAFI Non-controlling interest - - 8,501 Operating lease liabilities arising from obtaining right of use assets - 2,632 640 Issuance of equity to pay off accounts payable 893 - - |
Parent Balance Sheets | Assets 2021 2020 Current assets Cash and cash equivalents $ - $ 318 Receivables due from subsidiaries 93,571 - Prepaid expenses 290 252 Other current assets 116 - Total current assets 93,977 570 Investment in AE Advanced Products Keyes , Inc. - 12 Investment in Aemetis Property Keyes, Inc. 496 - Investment in Aemetis International, Inc. 2,546 4,196 Investment in Aemetis Advanced Products Riverbank, Inc. 23 - Investment in Aemetis Carbon Capture, Inc. 54 - Total investments in Subsidiaries, net of advances 3,119 4,208 Property, plant and equipment, net 36 9 Other assets 2,475 2,700 Total Assets $ 99,607 $ 7,487 Liabilities & stockholders' deficit Current liabilities Accounts payable $ 3,024 $ 4,881 Payables due to subsidiaries - 4,390 Mandatorily redeemable Series B convertible preferred 3,806 3,252 Other current liabilities 9,521 11,930 Total current liabilities 16,351 24,453 Long term liabilities: Other long term debt - 150 Operating lease liability 2,318 - Subsidiary obligation in excess of investment Investment in AE Advanced Fuels, Inc. 150,424 131,432 Investment in Aemetis Americas, Inc 205 205 Investment in Aemetis Biofuels, Inc. 2,738 2,738 Investment in Aemetis Technologies, Inc. 4,536 4,446 Investment in Aemetis Property Keyes, Inc. - 247 Investment in AE Advanced Products Keyes , Inc. 383 - Investment in Aemetis Health Products, Inc. 2,137 441 Investment in Goodland Advanced Fuels, Inc. 13,587 12,201 Investment in Aemetis Biogas LLC 27,166 15,918 Total subsidiary obligation in excess of investment 201,176 167,628 Total long term liabilities 203,494 167,778 Stockholders' deficit Series B Preferred convertible stock 1 1 Common stock 33 23 Additional paid-in capital 205,305 93,426 Accumulated deficit (321,227 ) (274,080 ) Accumulated other comprehensive loss (4,350 ) (4,114 ) Total stockholders' deficit (120,238 ) (184,744 ) Total liabilities & stockholders' deficit $ 99,607 $ 7,487 |
Nature of Activities and Summ_4
Nature of Activities and Summary of Significant Accounting Policies (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Sales | $ 211,949 | $ 165,557 | $ 201,998 |
California Ethanol | Sales of ethanol, WDG, and corn oil | Customer One | |||
Sales | 211,251 | 149,302 | 154,148 |
California Ethanol | Ethanol and high-grade alcohol sales | |||
Sales | 162,428 | 111,219 | 114,593 |
California Ethanol | Wet distiller's grains sales | |||
Sales | 41,476 | 32,048 | 34,510 |
California Ethanol | Other sales | |||
Sales | $ 7,347 | $ 6,035 | $ 5,045 |
Nature of Activities and Summ_5
Nature of Activities and Summary of Significant Accounting Policies (Details 1) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Sales | $ 211,949,000 | $ 165,557,000 | $ 201,998,000 |
India Biodiesel | |||
Sales | 696,000 | 15,795,000 | 47,850,000 |
Biodiesel sales | India Biodiesel | |||
Sales | 465,000 | 13,796,000 | 42,464,000 |
Refined Glycerin sales | India Biodiesel | |||
Sales | 125,000 | 1,172,000 | 2,809,000 |
PFAD sales | India Biodiesel | |||
Sales | 774,000 | 2,557,000 | |
Other sales | India Biodiesel | |||
Sales | $ 106,000 | $ 53,000 | $ 20,000 |
Nature of Activities and Summ_6
Nature of Activities and Summary of Significant Accounting Policies (Details 2) - shares | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Total number of potentially dilutive shares excluded from the basic and diluted net loss per share calculation (in thousands) | 5,167,000,000 | 6,852,000,000 | 5,234,000,000 |
Series B preferred (post split basis) | |||
Total number of potentially dilutive shares excluded from the basic and diluted net loss per share calculation (in thousands) | 128 | 132 | 132 |
Common stock options and warrants | |||
Total number of potentially dilutive shares excluded from the basic and diluted net loss per share calculation (in thousands) | 3,819 | 5,422 | 3,840 |
Debt with conversion feature at $30 per share of common stock | |||
Total number of potentially dilutive shares excluded from the basic and diluted net loss per share calculation (in thousands) | 1,220 | 1,298 | 1,262 |
Nature of Activities and Summ_7
Nature of Activities and Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Oct. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Inventory Write-Offs | $ 1,000,000 | |||
Sales revenue of high-grade alcohol | 0.00% | 15.00% | 0.00% | |
Write-offs inventory | $ 1,040 | $ 0 | $ 0 | |
Cost of goods sold | 204,010,000 | 154,532,000 | 189,300,000 | |
Received | 3,758,000 | 2,031,000 | 0 | |
Allowance for doubtful accounts | 140,400,000 | 1,260,000 | ||
Accounts Receivable [Member] | ||||
Allowance for doubtful accounts | 1,400,000 | 1,300,000 | ||
India | ||||
Gallon per year | 50,000,000 | |||
North America | ||||
Gallon per year | 65,000,000 | |||
CECTDG [Member] | ||||
Awarded grants | 825,000,000 | |||
Keyes Plant [Member] | ||||
Gallon per year | 65,000,000 | |||
Kakinada Plant One [Member] | ||||
Nameplate capacity | 150,000 | |||
Kakinada Plant [Member] | ||||
Gallon per year | 50,000,000 | |||
California Triennial Obligation on G H G Emissions [Member] | ||||
Cost of goods sold | 5,000,000 | 3,200,000 | ||
CEC-LCFPP [Member] | ||||
Awarded grants | 4,200,000 | |||
Received | 2,900,000 | |||
CDFA [Member] | ||||
Awarded grants | $ 7,800,000 | 3,200,000 | $ 3,200,000 | |
Received | $ 545,000 | |||
CEC-LCAEGP [Member] | ||||
Awarded grants | 5,000,000 | |||
Contributions | 7,900,000 | |||
Actual expenses | 5,000,000 | |||
Capital expenditures | $ 1,800,000 | $ 1,700,000 |
Inventories (Details)
Inventories (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Inventories | ||
Raw materials | $ 727 | $ 1,382 |
Work-in-progress | 2,083 | 1,266 |
Finished goods | 2,316 | 1,321 |
Total inventories | $ 5,126 | $ 3,969 |
Inventories (Details Narrative)
Inventories (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Inventories | ||
Lower cost of market impairment | $ 70,000 | $ 70,000 |
Property Plant and Equipment (D
Property Plant and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Property Plant and Equipment | ||
Land | $ 4,082 | $ 4,092 |
Plant and buildings | 97,110 | 97,398 |
Furniture and fixtures | 1,334 | 1,195 |
Machinery and equipment | 5,294 | 5,188 |
Construction in progress | 55,859 | 25,397 |
Property held for development | 15,437 | 15,408 |
Finance lease right of use assets | 2,317 | 2,308 |
Total gross property, plant & equipment | 181,433 | 150,986 |
Less accumulated depreciation | (46,332) | (41,106) |
Total net property, plant & equipment | $ 135,101 | $ 109,880 |
Property Plant and Equipment _2
Property Plant and Equipment (Details 1) | 12 Months Ended |
Dec. 31, 2021 | |
Minimum [Member] | Machinery and Equipment [Member] | |
Depreciation (years) | 5 years |
Minimum [Member] | Furniture and Fixtures [Member] | |
Depreciation (years) | 3 years |
Minimum [Member] | Plant and Buildings [Member] | |
Depreciation (years) | 20 years |
Maximum [Member] | Machinery and Equipment [Member] | |
Depreciation (years) | 15 years |
Maximum [Member] | Furniture and Fixtures [Member] | |
Depreciation (years) | 5 years |
Maximum [Member] | Plant and Buildings [Member] | |
Depreciation (years) | 30 years |
Property Plant and Equipment _3
Property Plant and Equipment (Details Narrative) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Property Plant and Equipment | |||
Interest capitalized in property | $ 4.7 | $ 1.9 | $ 0.3 |
Depreciation expense | $ 5.4 | $ 4.9 | $ 4.4 |
Debt (Details)
Debt (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Total debt | $ 188,767,000 | $ 229,619,000 |
Less current portion of debt | 22,778,000 | 59,515,000 |
Total long term debt | 165,989,000 | 170,104,000 |
Senior Debt-TEC | Promissory Notes [Member] | ||
Total debt | 7,095,000 | 7,066,000 |
Senior Debt-TEC | Acquisition Participation Term Notes | ||
Total debt | 26,500 | |
Senior Debt-TEC | Revolving Credit Facility | ||
Total debt | 75,980,000 | 80,310,000 |
Senior Debt | Revenue Participation Term Notes | ||
Total debt | 11,915,000 | 11,864,000 |
Senior Debt | Promissory Notes [Member] | ||
Total debt | 0 | 1,444,000 |
Senior Debt | Acquisition Participation Term Notes | ||
Total debt | 26,461,000 | 26,384,000 |
Cilion [Member] | Subordinated Debt [Member] | ||
Total debt | 6,619,000 | 6,274,000 |
Subordinated Notes | ||
Total debt | 14,304,000 | 12,745,000 |
EB-5 Promissory Notes | ||
Total debt | 40,692,000 | 43,120,000 |
GAFI Term and Revolving Loans | ||
Total debt | 0 | 33,626,000 |
Term Loan on Equipment Purchase | ||
Total debt | 5,701,000 | 5,652,000 |
PPP Loans | ||
Total debt | $ 0 | $ 1,134,000 |
Debt (Details 1)
Debt (Details 1) $ in Thousands | Dec. 31, 2021USD ($) |
Twelve months ended June 30, | |
2022 | $ 22,778 |
2023 | 154,826 |
2024 | 6,945 |
2025 | 2,564 |
2026 | 945 |
Thereafter | 1,640 |
Total debt | 189,698 |
Debt issuance costs | (931) |
Total debt, net of debt issuance costs | $ 188,767 |
Debt (Details Narrative)
Debt (Details Narrative) - USD ($) | Nov. 05, 2021 | Aug. 09, 2021 | Mar. 14, 2021 | Aug. 11, 2020 | Aug. 11, 2020 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Mar. 31, 2021 | Apr. 01, 2020 | Mar. 14, 2020 | Mar. 06, 2020 | Sep. 30, 2019 | Feb. 27, 2019 | Jul. 06, 2012 |
Additional borrowing second | $ 600,000 | |||||||||||||||
Line of credit facility | $ 40,000,000 | |||||||||||||||
Increments amount | $ 500,000 | |||||||||||||||
Sold on aggregate principal amount | 36,000,000 | |||||||||||||||
Escrow amount | 500,000 | |||||||||||||||
Repaid for investores | 3,000,000 | |||||||||||||||
EB five principal amount | $ 32,500,000 | |||||||||||||||
Payroll Protection Program | On May 5, 2020, certain wholly owned subsidiaries of the Company received loan proceeds of approximately $1.1 million; (“PPP Loans”) under the Paycheck Protection Program (“PPP”). In the second quarter of 2021, the Company received notification from the Small Business Administration that all loan proceeds received by the Company were forgiven. Due to the forgiveness of the loan, the Company recorded a gain on debt extinguishment in the statements of operations and comprehensive loss in the amount of approximately $1.1 million during the year ended December 31, 2021. | |||||||||||||||
EB five accrued interest | $ 4,100,000 | |||||||||||||||
Short term borrowings | 300,000 | |||||||||||||||
Other long-term debt | 5,400,000 | |||||||||||||||
Net of debt issuance | $ 188,767,000 | $ 229,619,000 | ||||||||||||||
Warrants exercisable | $ 0.01 | $ 0.01 | $ 0.01 | |||||||||||||
Proceeds from issuance of debt | $ (1,134,000) | $ 0 | $ 0 | |||||||||||||
Extension Fee | 1.00% | |||||||||||||||
Long-term debt | $ 189,698,000 | |||||||||||||||
Revolving Credit Facility | ||||||||||||||||
Debt instrument face amount | 76,000,000 | |||||||||||||||
Fees percentage | 13.75% | |||||||||||||||
Maturity period | April 1, 2023 | |||||||||||||||
Line of credit facility, interest rate at period end | 17.00% | |||||||||||||||
Debt instrument, unamortized discount | $ 700,000 | |||||||||||||||
Promissory Notes [Member] | Reserve Liquidity Facility | ||||||||||||||||
Line of credit facility, default, interest rate | 40.00% | |||||||||||||||
Debt instrument, face amount | $ 18,000,000 | |||||||||||||||
Maximum borrowing capacity | $ 70,000,000 | |||||||||||||||
Line of credit facility, interest rate during period | 30.00% | |||||||||||||||
Standby fee, percentage | 2.00% | 2.00% | ||||||||||||||
Payroll Protection Program [Member] | ||||||||||||||||
Debt instrument face amount | $ 1,100,000 | |||||||||||||||
Proceeds from issuance of debt | 1,100,000 | |||||||||||||||
Senior Debt-TEC | Promissory Notes [Member] | ||||||||||||||||
Debt instrument face amount | $ 7,200,000 | |||||||||||||||
Net of debt issuance | $ 7,095,000 | 7,066,000 | ||||||||||||||
Fees percentage | 5.00% | 14.00% | ||||||||||||||
Debt instrument fee amount | $ 100,000 | |||||||||||||||
Maturity period | Apr. 1, 2023 | |||||||||||||||
Extension Fee | 1.00% | 1.00% | ||||||||||||||
Reduction in extension fee | $ 300,000 | $ 300,000 | $ 300,000 | |||||||||||||
Amendment fee | $ 50,000 | 50,000 | ||||||||||||||
Waiver fee | $ 100,000 | $ 50,000 | $ 300,000 | |||||||||||||
Total proceeds | $ 100,000 | |||||||||||||||
Additional borrowings first | $ 700,000 | 700,000 | ||||||||||||||
Maturity period | April 1, 2022 | |||||||||||||||
Capital expenditure limit, amount | 100000 | |||||||||||||||
Unamortized debt issuance costs | $ 57,000 | |||||||||||||||
Senior Debt-TEC | Acquisition Participation Term Notes | ||||||||||||||||
Debt instrument interest rate | 14.00% | |||||||||||||||
Net of debt issuance | $ 26,500 | |||||||||||||||
Fees percentage | 10.75% | |||||||||||||||
Maturity period | Apr. 1, 2023 | |||||||||||||||
Unamortized debt issuance costs | $ 98,000 | |||||||||||||||
Redemption fees | 7,500,000 | |||||||||||||||
Senior Debt-TEC | Reserve Liquidity [Member] | ||||||||||||||||
Debt instrument face amount | $ 40,000,000 | |||||||||||||||
Debt instrument interest rate | 30.00% | |||||||||||||||
Maturity period | Apr. 1, 2023 | |||||||||||||||
Senior Debt-TEC | Revolving Credit Facility | ||||||||||||||||
Debt instrument face amount | 18,000,000 | |||||||||||||||
Net of debt issuance | $ 75,980,000 | 80,310,000 | ||||||||||||||
Senior Debt | Revenue Participation Term Notes | ||||||||||||||||
Debt instrument face amount | 10,000,000 | |||||||||||||||
Net of debt issuance | 11,915,000 | 11,864,000 | ||||||||||||||
Senior Debt | Reserve Liquidity Facility | ||||||||||||||||
Debt instrument fee amount | 300,000 | $ 500,000 | $ 2,100,000 | |||||||||||||
Debt instrument fee amount percentage | 1.00% | |||||||||||||||
Senior Debt | Promissory Notes [Member] | ||||||||||||||||
Net of debt issuance | 0 | 1,444,000 | ||||||||||||||
Senior Debt | Acquisition Participation Term Notes | ||||||||||||||||
Principal and interest outstanding | $ 15,000,000 | |||||||||||||||
Net of debt issuance | 26,461,000 | 26,384,000 | ||||||||||||||
Cilion [Member] | Subordinated Debt [Member] | ||||||||||||||||
Debt instrument face amount | 5,000,000 | |||||||||||||||
Net of debt issuance | $ 6,619,000 | 6,274,000 | ||||||||||||||
Fees percentage | 3.00% | |||||||||||||||
Principal and interest outstanding | $ 6,600,000 | |||||||||||||||
Subordinated Notes | ||||||||||||||||
Principal and interest outstanding | 14,300,000 | 12,700,000 | ||||||||||||||
Debt instrument face amount | $ 900,000 | |||||||||||||||
Debt instrument interest rate | 10.00% | |||||||||||||||
Net of debt issuance | $ 14,304,000 | 12,745,000 | ||||||||||||||
Fees percentage | 10.00% | |||||||||||||||
Warrants exercisable | $ 0.01 | |||||||||||||||
Equity financing | $ 2,500,000 | |||||||||||||||
Financing Agreement For Capital Expenditures [Member] | ||||||||||||||||
Net of debt issuance | 5,700,000 | |||||||||||||||
GAFI Term Loan | ||||||||||||||||
Debt instrument face amount | $ 15,000,000 | |||||||||||||||
Debt instrument interest rate | 10.00% | |||||||||||||||
Debt instrument fee amount | $ 500,000 | |||||||||||||||
Line of credit facility, default, interest rate | 12.00% | |||||||||||||||
Debt instrument, interest rate during period | 7.75% | |||||||||||||||
GAFI Revolving Loan | ||||||||||||||||
Discount issuance costs | $ 22,200,000 | |||||||||||||||
Revolving Loan | 11,800,000 | |||||||||||||||
outstanding on the Term Loan | 400,000 | |||||||||||||||
EB-5 Phase II Notes | ||||||||||||||||
Debt instrument face amount | 500,000 | |||||||||||||||
Principal and interest outstanding | 50,000,000 | |||||||||||||||
Investment current offering | 900,000 | |||||||||||||||
Principal amount | 900,000 | |||||||||||||||
Escrow amount | 3,550,000 | |||||||||||||||
Investment funds | $ 50,000 | |||||||||||||||
Conversion price | $ 30 | |||||||||||||||
Aggregate principal amount | $ 50,800,000 | |||||||||||||||
Repayment amount | 500,000 | |||||||||||||||
EB-5 Phase I Notes | ||||||||||||||||
Debt instrument face amount | 500,000 | |||||||||||||||
Escrow amount | 3,550,000 | |||||||||||||||
Investment funds | $ 50,000 | |||||||||||||||
Conversion price | $ 30 | |||||||||||||||
Repayment amount | $ 3,000,000 | |||||||||||||||
Principal and interest outstanding net | 36,000,000 | |||||||||||||||
Accrued interest outstanding | 4,100,000 | |||||||||||||||
Principal funding amount | $ 32,500,000 | |||||||||||||||
Term Notes | ||||||||||||||||
Debt instrument, interest rate during period | 14.00% | |||||||||||||||
Total proceeds | $ 37,000,000 | |||||||||||||||
Maturity period | April 1, 2023 | |||||||||||||||
Long-term debt | $ 7,100,000 | $ 7,100,000 | ||||||||||||||
Secunderabad Oils | ||||||||||||||||
Fees percentage | 10.75% | |||||||||||||||
Debt instrument, face amount | $ 18,000,000 | |||||||||||||||
Monthly net operating profit rate | 30.00% | |||||||||||||||
Unsecured Working Capital Loans | ||||||||||||||||
Debt instrument interest rate | 12.00% | |||||||||||||||
Repayment amount | $ 8,500,000 | |||||||||||||||
Monthly net operating profit rate | 30.00% | |||||||||||||||
Operational support charges | 30.00% |
Commitments and Contingencies_2
Commitments and Contingencies (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Commitments and Contingencies | |||
Operating lease expense | $ 812,000 | $ 566,000 | $ 712,000 |
Operating Lease Cost | |||
Short term lease expense | 207,000 | 118,000 | 85,000 |
Variable lease expense | 107,000 | 105,000 | 102,000 |
Sub lease income | 0 | 0 | (117) |
Total operating lease cost | 1,126,000 | 789,000 | 782,000 |
Finance lease cost | |||
Amortization of right-of-use-assets | 230,000 | 249,000 | 0 |
Interest on lease liabilities | 81,000 | 68,000 | 0 |
Total finance lease cost | $ 311,000 | $ 317,000 | $ 0 |
Commitments and Contingencies_3
Commitments and Contingencies (Details 1) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Commitments and Contingencies | |||
Operating cash flows used in operating leases | $ 698,000 | $ 616,000 | $ 571,000 |
Operating cash flows used in finance leases | 81,000 | 68,000 | 0 |
Financing cash flows used in finance leases | $ 505,000 | $ 1,471,000 | $ 0 |
Commitments and Contingencies_4
Commitments and Contingencies (Details 2) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Commitments and Contingencies | |||
Accretion of the lease liability | $ 378,000 | $ 258,000 | $ 125,000 |
Amortization of right-of-use assets | $ 434,000 | 308,000 | 587,000 |
Weighted average remaining lease term operating leases | 6 years 3 months 18 days | ||
Weighted average remaining lease term finance leases | 2 years 3 months 18 days | ||
Weighted average discount rate operating leases | 14.00% | ||
Weighted average discount rate finance leases | 6.10% | ||
Operating Lease | |||
Operating lease right-of-use assets | $ 2,462,000 | 2,889,000 | 557,000 |
Current portion of operating lease liability | 260,000 | 316,000 | 377,000 |
Long term operating lease liability | 2,318,000 | 2,578,000 | 200,000 |
Total operating lease liabilities | 2,578,000 | 2,894,000 | 577,000 |
Finance leases | |||
Property and equipment, at cost | 2,317,000 | 2,308,000 | 0 |
Accumulated depreciation | (376,000) | (249,000) | |
Property and equipment, net | 1,941,000 | 2,059,000 | 0 |
Other current liability | 550,000 | 417,000 | 0 |
Long term other liability | 720,000 | 1,164,000 | 0 |
Total finance lease liabilities | $ 1,270,000 | $ 1,581,000 | $ 0 |
Commitments and Contingencies_5
Commitments and Contingencies (Details 3) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Operating leases | |||
2022 | $ 597,000 | ||
2023 | 573,000 | ||
2024 | 590,000 | ||
2025 | 608,000 | ||
2026 | 626,000 | ||
Thereafter | 918,000 | ||
Total lease payments | 3,912,000 | ||
Less: imputed interest | (1,334,000) | ||
Total operating lease liability | 2,578,000 | $ 2,894,000 | $ 577,000 |
Finance leases | |||
2022 | 611,000 | ||
2023 | 528,000 | ||
2024 | 201,000 | ||
2025 | 23,000 | ||
2026 | 0 | ||
Thereafter | 0 | ||
Total lease payments | 1,363,000 | ||
Less: imputed interest | (93,000) | ||
Total finance lease liability | $ 1,270,000 | $ 1,581,000 | $ 0 |
Commitments and Contingencies_6
Commitments and Contingencies (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||||
Dec. 31, 2019 | Jul. 24, 2019 | Jun. 28, 2018 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Stock-Based Compensation | ||||||
Remaining term | 7 years | |||||
First payment | $ 1,500,000 | |||||
Property tax accrual amount | $ 6,800,000 | $ 5,700,000 | ||||
Fees and costs | $ 6,200,000 | $ 6,200,000 | 0 | $ 0 | $ 6,200,000 | |
Payment for Stanislaus country | $ 6,100,000 |
Biogas LLC Series A Preferred_2
Biogas LLC Series A Preferred Financing and Variable Interest Entity (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |
Dec. 20, 2018 | Dec. 31, 2021 | Dec. 31, 2020 | |
Totaling of series A preferred stock unit | $ 320,000 | $ 200,000 | |
Total assets of ABGL company | 41,500,000 | ||
Long-term liabilities | 45,000,000 | 32,000,000 | |
Accretion Expense | 2,300,000 | 1,800,000 | |
Accrued preference payments expense | 800,000 | ||
Offset capitalized interest | $ 100,000,000 | ||
Preferred shares issued | 1,344,000 | ||
Preferred Units Series A [Member] | Second Tranche [Member] | |||
Preferred stock unit | 626,000 | ||
Redemption unit value | $ 300,000 | ||
Stock redeemed or called during period shares | 20,000 | ||
Reduced redemption shares | 20,000 | ||
Preferred stock amunt | $ 3,100,000 | ||
Reduced redemption shares amount | 1,400,000 | ||
Preferred Units Series A [Member] | First Tranche [Member] | |||
Preferred stock amunt | $ 1,600,000 | ||
Preferred shares issued | 2,800,000 | ||
Series A Preferred Stocks [Member] | |||
Conversion of common stock into shares | 1,200,000 | ||
Common stock shares | 6,000,000 | ||
Per shares | $ 5 | ||
Proceeds from preferred stock | $ 30,000,000 | ||
Additional common unit | 5,000,000 | ||
Property tax accrual amount | $ 0 | 0 | |
Preferred Units Series A [Member] | |||
Conversion of common stock into shares | 1,200,000 | ||
Preferred stock unit | 3,200,000 | ||
Redemption unit value | $ 300,000 | ||
Total amount | $ 30,000,000 | ||
Shares percentage | 75.00% | 75.00% | |
Increases payment of cash flow | 100 | ||
Redemption value | $ 89,700,000 | ||
Accrued preference payments | $ 8,700,000 | $ 200,000,000 | |
Preferred stock shares authorized | 11,000,000 | 11,000,000 | |
Convertible preferred stock | 6,000,000 | 6,000,000 | |
Preference payments | $ 0.50 | ||
Maximum number of shares | 5,000,000 | ||
Redemption per share | $ 15 | ||
Cash flow amount | 90,000,000 | ||
Paid fees | $ 90,000 | ||
Increases conversion of common stock units | 5,000,000 | ||
Redemption payments increased rate | 1.00% | ||
Initial rate free cash flows | 75.00% |
Stockholders Equity (Details)
Stockholders Equity (Details) - shares | Dec. 31, 2021 | Dec. 31, 2020 |
Authorized shares | 65,000 | 65,000 |
Issued shares | 1,278 | 1,323 |
Outstanding shares | 1,278 | 1,323 |
Series B Preferred Stock | ||
Authorized shares | 7,235 | 7,235 |
Issued shares | 1,278 | 1,323 |
Outstanding shares | 1,278 | 1,323 |
Undesignated | ||
Authorized shares | 57,765 | 57,765 |
Issued shares | 0 | 0 |
Outstanding shares | 0 | 0 |
Stockholders Equity (Details Na
Stockholders Equity (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2021 | Dec. 31, 2020 | |
Preferred authorized share | 65 | ||
Preferred stock par value | $ 0.001 | ||
Common stock shares, authorized | 80,000,000 | 80,000 | |
Common stock par value | $ 0.001 | $ 0.001 | |
Outstanding Obligation | $ 3,806 | $ 3,252 | |
Mandatorily Redeemable Series B Preferred Stock [Member] | |||
Reclassified shares issued | 583,000 | ||
Original purchase price | $ 1,800 | ||
Obligation accrues interest rate | 5.25% | ||
Outstanding Obligation | $ 3,800 | $ 3,300 |
Outstanding Warrants (Details)
Outstanding Warrants (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Outstanding Warrants | |||
Dividend yield | 0.00% | 0.00% | 0.00% |
Risk-free interest rate | 0.21% | 0.84% | 2.13% |
Expected volatility | 136.16% | 108.80% | 103.00% |
Expected life (years) | 2 years | 2 years | 2 years |
Exercise price per share | $ 0.01 | $ 0.01 | $ 0.01 |
Market value per share on grant date | 9.92 | 0.81 | 0.73 |
Fair value per share on grant date | $ 9.91 | $ 0.80 | $ 0.72 |
Outstanding Warrants (Details 1
Outstanding Warrants (Details 1) - Warrants - $ / shares | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Number of outstanding, ending | 55 | 95 | 95 | 95 |
Number of warrants granted | 292 | 227 | 227 | |
Number of warrants exercised | (332) | (227) | (227) | |
Weighted average exercise price outstanding, ending | $ 2.59 | $ 2.59 | $ 2.59 | $ 2.59 |
Weighted average exercise price granted | 0.01 | 0.01 | 0.01 | |
Weighted average exercise price exercised | $ 0.32 | $ 0.01 | $ 0.01 | |
Weighted average remaining contractual life (in years) outstanding, ending | 3 years 11 months 12 days | 4 years 11 months 12 days | 5 years 11 months 12 days | 6 years 11 months 12 days |
StockBased Compensation (Detail
StockBased Compensation (Details) - $ / shares | Jun. 03, 2021 | Apr. 08, 2021 | Jan. 07, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Shares available for grant granted | 30,000 | 34,114 | 945,000 | (975,000) | ||
Options | Common Stock Reserved For Issuance [Member] | ||||||
Shares available for grant, ending | 289 | 380 | 147 | |||
Shares available for grant authorized | 816 | 2,342 | 855 | |||
Shares available for grant granted | (1,141) | (2,320) | (1,116) | |||
Share Available for Grant, RSAs Granted | (154) | |||||
Shares available for grant forfeited/expired | 241 | 211 | 259 | |||
Number of outstanding, ending | 3,763 | 5,327 | 3,746 | |||
Number of shares granted | 1,141 | 2,320 | 1,116 | |||
Number of shares exercised | (2,498) | (528) | ||||
Number of shares forfeited/expired | (207) | (211) | (259) | |||
Weighted average exercise price outstanding, ending | $ 2.29 | $ 1.14 | $ 1.38 | |||
Weighted average exercise price granted | 5.60 | 0.69 | 0.78 | |||
Weighted average exercise price exercised | 1.39 | 0.96 | 0 | |||
Weighted average exercise price forfeited/expired | $ 1.84 | $ 0.89 | $ 3.53 |
StockBased Compensation (Deta_2
StockBased Compensation (Details 1) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Options | Common Stock Reserved For Issuance [Member] | |||
Number of outstanding, ending | 3,763 | 5,327 | 3,746 |
Weighted average exercise price outstanding, ending | $ 2.29 | $ 1.14 | $ 1.38 |
Remaining contractual term (in years) | 8 years 14 days | 7 years 10 months 2 days | 7 years 10 months 2 days |
Average intrinsic value | $ 38,732 | $ 7,363 | $ 222 |
Unvested Options | |||
Number of outstanding, ending | 1,417 | 1,069 | 1,087 |
Weighted average exercise price outstanding, ending | $ 3.89 | $ 0.77 | $ 0.93 |
Remaining contractual term (in years) | 8 years 7 months 20 days | 8 years 9 months 25 days | 8 years 9 months 10 days |
Average intrinsic value | $ 12,961 | $ 2,771 | $ 77 |
Vested Options | |||
Number of outstanding, ending | 2,346 | 3,718 | 2,659 |
Weighted average exercise price outstanding, ending | $ 1.32 | $ 1.30 | $ 1.56 |
Remaining contractual term (in years) | 7 years 8 months 4 days | 7 years 5 months 1 day | 7 years 5 months 12 days |
Average intrinsic value | $ 25,771 | $ 4,592 | $ 145 |
StockBased Compensation (Deta_3
StockBased Compensation (Details 2) - $ / shares | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Dividend-yield | 0.00% | 0.00% | 0.00% |
Risk-free interest rate | 0.21% | 0.84% | 2.13% |
Expected volatility | 136.16% | 108.80% | 103.00% |
Expected life (years) | 2 years | 2 years | 2 years |
Market value per share on grant date | $ 9.92 | $ 0.81 | $ 0.73 |
Stock Option | |||
Dividend-yield | 0.00% | 0.00% | 0.00% |
Risk-free interest rate | 0.83% | 0.94% | 2.38% |
Expected volatility | 100.47% | 87.37% | 88.54% |
Expected life (years) | 6 years 7 months 2 days | 6 years 6 months 18 days | 6 years 6 months 18 days |
Market value per share on grant date | $ 5.60 | $ 0.69 | $ 0.78 |
Weighted average fair value per share of common stock | $ 4.68 | $ 0.51 | $ 0.59 |
StockBased Compensation (Deta_4
StockBased Compensation (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Jun. 03, 2021 | Apr. 08, 2021 | Jan. 07, 2021 | Nov. 18, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Apr. 29, 2019 |
Restricted stock granted | 5,200 | |||||||
Price per restricted share | $ 3.09 | |||||||
Options granted | 30,000 | 34,114 | 945,000 | (975,000) | ||||
Vesting terms | 3 years | |||||||
Stock Plan term | 10 years | |||||||
Unrecognized compensation expense | $ 440 | |||||||
Unrecognized compensation expense, recognition period | 2 years 6 months | |||||||
option expense | $ 3,900 | $ 1,000 | $ 800 | |||||
closing price | $ 12.30 | $ 2.49 | $ 0.83 | |||||
Common stock, shares authorized (in thousands) | 80,000,000 | 80,000 | ||||||
2019 Stock Plan [Member] | ||||||||
Price per restricted share | $ 26.19 | |||||||
Options granted | 165,800 | 2,320,000 | 1,116,000 | |||||
Vesting terms | 3 years | 3 years | ||||||
Stock Plan term | 10 years | 10 years | ||||||
Unissued and Expired Options | 177,246,000,000 | |||||||
Restricted stock award grants | 80,588 | |||||||
Average fair value | $ 18,530 | |||||||
Common stock, shares authorized (in thousands) | 200,000 |
Agreements (Details)
Agreements (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Agreements | |||
Ethanol sales | $ 0 | $ 26,049 | $ 114,593 |
Wet distiller's grains sales | 41,476 | 32,049 | 34,510 |
Corn oil sales | 6,184 | 3,623 | 3,536 |
Corn purchases | 159,309 | 107,033 | 119,786 |
Accounts receivable | 308 | 94 | 554 |
Accounts payable | $ 862 | $ 169 | $ 2,027 |
Agreements (Details Narrative)
Agreements (Details Narrative) - J. D. Heiskell [Member] - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Sales | $ 110,700,000 | $ 62,100,000 | |
Sales to Murex | 51,700,000 | 46,000 | |
Prepayments | 4 | 0 | |
Accounts receivable | 200 | ||
Accounts receivable to Murex | 1,000,000 | ||
Marketing costs | 2,900,000 | 2,300,000 | $ 2,600,000 |
Shipping and handling costs | 3,300,000 | 4,800,000 | 3,200,000 |
Transportation costs related to sales | $ 3,100,000 | $ 2,900,000 | $ 3,200,000 |
Segment Information (Details)
Segment Information (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||
Dec. 31, 2019 | Jul. 24, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Intersegment revenues | $ 1,445,000 | $ 128,000 | |||
Sales | 211,949,000 | 165,557,000 | $ 201,998,000 | ||
Cost of goods sold | 204,010,000 | 154,532,000 | 189,300,000 | ||
Gross profit (loss) | 7,939,000 | 11,025,000 | 12,698,000 | ||
Interest expense (income) | 20,136,000 | 22,943,000 | 21,089,000 | ||
Accretion and other expenses of Series A preferred units | 7,718,000 | 4,673,000 | 2,257,000 | ||
Proceeds from issuance of debt | (1,134,000) | 0 | 0 | ||
Capital expenditures | 26,652,000 | 19,340,000 | 8,578,000 | ||
Depreciation | 5,448,000 | 4,894,000 | 4,434,000 | ||
Total assets | $ 99,895,000 | 160,831,000 | 125,139,000 | 99,895,000 | |
Loss contingency on litigation | 6,200,000 | $ 6,200,000 | 0 | 0 | 6,200,000 |
India Biodiesel | |||||
Intersegment revenues | 0 | 0 | |||
Sales | 696,000 | 15,795,000 | 47,850,000 | ||
Gross profit (loss) | (23,000) | 1,602,000 | 8,747,000 | ||
Interest expense (income) | 0 | 38,000 | 351,000 | ||
Accretion and other expenses of Series A preferred units | 0 | 0 | 0 | ||
Proceeds from issuance of debt | 0 | ||||
Capital expenditures | 142,000 | 1,371,000 | 1,059,000 | ||
Depreciation | 686,000 | 661,000 | 612,000 | ||
Total assets | 16,906,000 | 10,779,000 | 12,827,000 | 16,906,000 | |
Loss contingency on litigation | 0 | ||||
Dairy Renewable Natural Gas | |||||
Intersegment revenues | 1,445,000 | 40,000 | |||
Sales | 0 | 0 | 0 | ||
Gross profit (loss) | (488,000) | (303,000) | 0 | ||
Interest expense (income) | 13,000 | 6,000 | 0 | ||
Accretion and other expenses of Series A preferred units | 7,718,000 | 4,673,000 | 2,257,000 | ||
Proceeds from issuance of debt | 0 | ||||
Capital expenditures | 17,702,000 | 15,687,000 | 4,214,000 | ||
Depreciation | 577,000 | 174,000 | 1,000 | ||
Total assets | 4,776,000 | 40,027,000 | 23,847,000 | 4,776,000 | |
Loss contingency on litigation | 0 | ||||
All Other | |||||
Intersegment revenues | 0 | 88,000 | |||
Sales | 2,000 | 460,000 | 0 | ||
Gross profit (loss) | (1,115,000) | (8,000) | 0 | ||
Interest expense (income) | 2,031,000 | 4,327,000 | 4,071,000 | ||
Accretion and other expenses of Series A preferred units | 0 | 0 | 0 | ||
Proceeds from issuance of debt | (421,000) | ||||
Capital expenditures | 6,045,000 | 1,001,000 | 1,050,000 | ||
Depreciation | 53,000 | 15,000 | 11,000 | ||
Total assets | 21,652,000 | 34,115,000 | 27,047,000 | 21,652,000 | |
Loss contingency on litigation | 6,200,000 | ||||
California Ethanol | |||||
Intersegment revenues | 0 | 0 | |||
Sales | 211,251,000 | 149,302,000 | 154,148,000 | ||
Gross profit (loss) | 9,565,000 | 9,734,000 | 3,951,000 | ||
Interest expense (income) | 18,092,000 | 18,572,000 | 16,667,000 | ||
Accretion and other expenses of Series A preferred units | 0 | 0 | |||
Proceeds from issuance of debt | (713,000) | 0 | 0 | ||
Capital expenditures | 2,763,000 | 2,255,000 | |||
Depreciation | 4,132,000 | 4,044,000 | 3,810,000 | ||
Total assets | $ 56,561,000 | $ 75,909,000 | $ 61,418,000 | $ 56,561,000 |
Segment Information (Details 1)
Segment Information (Details 1) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Segment Information | |||
Total revenues for reportable segments | $ 213,392 | $ 165,137 | $ 201,998 |
Other Revenues | 2 | 548 | 0 |
Elmination of intersegment revenues | (1,445) | (128) | 0 |
Total consolidated revenues | $ 211,949 | $ 165,557 | $ 201,998 |
Segment Information (Details Na
Segment Information (Details Narrative) - USD ($) $ in Millions | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
California Ethanol | ||||
Gallon per year | $ 65 | |||
India Biodiesel | ||||
Concentration credit risk | 66.00% | |||
Gallon per year | $ 50 | |||
Sales of ethanol, WDG, and corn oil | ||||
Concentration credit risk | 23.00% | 99.10% | ||
Sales of ethanol, WDG, and corn oil | Customer One | ||||
Concentration credit risk | 42.00% | |||
Sales of ethanol, WDG, and corn oil | Customer One | California Ethanol | ||||
Concentration credit risk | 52.00% | |||
Sales of ethanol, WDG, and corn oil | Customer Two | ||||
Concentration credit risk | 0.11% | 42.00% | 41.00% | |
Sales of ethanol, WDG, and corn oil | Customer Two | California Ethanol | ||||
Concentration credit risk | 24.00% | |||
Two Biodiesels | Customer One | India | ||||
Concentration credit risk | 26.00% | 15.00% | ||
One biodiesel | Customer Two | India | ||||
Concentration credit risk | 42.00% | 33.00% | ||
Three Biodiesels | Customer One | India | ||||
Concentration credit risk | 13.00% | |||
Refined glycerin customer | Customer One | India | ||||
Concentration credit risk | 16.00% |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | Nov. 04, 2021 | May 07, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Guarantee fee percentage on outstanding balance | 0.1 | ||||
Outstanding balance | $ 600,000 | ||||
Guarantee fee amount | $ 400,000 | ||||
Guaranty fees, remained as accrued liability | $ 300,000 | $ 800,000 | |||
Compensation fees included in accounts payable | 16,415,000 | 20,739,000 | |||
Expense ralated to compensation fees | 400,000 | 400,000 | $ 300,000 | ||
Restricted stock awards issued to pay off outstanding accounts payable | 900,000 | ||||
Eric McAfee and McAfee Capital | |||||
Guarantee fee amount | $ 2,000,000 | ||||
Related party debt | 400,000 | ||||
Related party transaction | 23,000 | ||||
Reimburse of actual expenses | 15,000 | $ 23,000 | $ 36,000 | ||
Prepaid amount for the use of corporate jet | 100,000 | ||||
Payment related to stock option exercises | $ 106,000 |
Income Tax (Details)
Income Tax (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Current: | |||
Federal | $ 0 | $ 0 | $ 0 |
State and local | 11,000 | 8,000 | 8,000 |
Foreign | 0 | 0 | 0 |
Current | 11,000 | 8,000 | 8,000 |
Deferred: | |||
Federal | 0 | 0 | 0 |
State and local | 0 | 0 | 0 |
Foreign | (139,000) | (984,000) | 1,123,000 |
Income tax expense (benefit) | $ (128,000) | $ (976,000) | $ 1,131,000 |
Income Tax (Details 1)
Income Tax (Details 1) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax | |||
United States | $ (45,723) | $ (37,496) | $ (43,419) |
Foreign | (1,552) | (139) | 5,073 |
Pretax loss | $ (47,275) | $ (37,635) | $ (38,346) |
Income Tax (Details 2)
Income Tax (Details 2) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax | |||
Income tax benefit at the federal statutory rate | $ (9,928) | $ (7,903) | $ (8,052) |
State tax benefit | (2,875) | (4,066) | (48) |
Foreign tax differential | (96) | (185) | (900) |
Stock-based compensation | 252 | 166 | 133 |
Interest Expense | 1,842 | 1,315 | 478 |
GILTI Inclusion | 0 | 0 | 849 |
Prior year true-ups | 140 | (770) | 1,493 |
Other | 497 | 258 | 166 |
Credits | (2,074) | (1,388) | 0 |
Valuation allowance | 12,114 | 11,597 | 5,212 |
Income tax expense | $ (128) | $ (976) | $ 1,131 |
Effective tax rate | 0.27% | 2.59% | (2.95%) |
Income Tax (Details 3)
Income Tax (Details 3) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred Tax Assets & (Liabilities): | ||
Organizational costs, start-up and intangible assets | $ 5,068 | $ 6,325 |
Stock based compensation | 1,174 | 397 |
NOLs, unabsorbed depreciation and R&D credits | 61,624 | 56,530 |
Interest expense carryover | 17,436 | 13,389 |
Ethanol credits | 1,500 | 1,500 |
Carbon oxide sequestration credit | 3,460 | 1,387 |
Accrued expenses | 3,312 | 2,813 |
Operating lease liability | 1,082 | 1,232 |
Other, net | 737 | 486 |
Total Deferred Tax Assets | 95,392 | 84,059 |
Valuation allowance | (83,260) | (71,145) |
Net deferred tax assets | 12,133 | 12,914 |
Deferred Tax Liabilities: | ||
Right of use asset | (1,238) | (1,362) |
Property, plant & equipment | (10,882) | (11,600) |
Other, net | (13) | (91) |
Total deferred tax liabilities | (12,133) | (13,053) |
Net deferred tax liabilities | $ 0 | $ (139) |
Income Tax (Details Narrative)
Income Tax (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax | |||
Undistributed earnings of the Company's foreign subsidiaries | $ 8,900,000 | $ 8,000,000 | $ 7,000,000 |
Deferred tax liability | $ 0 | $ 100,000 | |
Federal income tax rate | 21.00% | ||
State NOL carryforwards | $ 252,000,000 | ||
Federal NOL carryforwards | 201,000,000 | ||
Credit loss carryforwards | 1,500,000 | ||
Depreciation loss carryforwards | 5,100,000 | ||
Credit carryforwards Carbon Oxide Sequestration | $ 3,500,000 | ||
Federal net operating loss and other tax credit carryforwards expiration year | expire on various dates between 2027 and 2037. |
Parent Company Financial Stat_3
Parent Company Financial Statements (Unaudited) (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Cash and cash equivalents | $ 7,751,000 | $ 592,000 | $ 656,000 | $ 1,188,000 |
Prepaid expenses | 5,598,000 | 750,000 | ||
Other current assets | 644,000 | 1,551,000 | ||
Total current assets | 20,693,000 | 8,683,000 | ||
Total net property, plant & equipment | 135,101,000 | 109,880,000 | ||
Total Assets | 160,831,000 | 125,139,000 | 99,895,000 | |
Compensation fees included in accounts payable | 16,415,000 | 20,739,000 | ||
Other current liabilities | 5,872,000 | 4,524,000 | ||
Total current liabilities | 65,330,000 | 102,235,000 | ||
Other long term debt | 12,038,000 | 11,980,000 | ||
Total operating lease liability | 2,578,000 | 2,894,000 | 577,000 | |
Long-term debt | 189,698,000 | |||
Series B Preferred convertible stock | 1,000 | 1,000 | ||
Common stock | 33,000 | 23,000 | ||
Additional paid-in capital | 205,305,000 | 93,426,000 | ||
Accumulated deficit | (321,227,000) | (274,080,000) | ||
Accumulated other comprehensive loss | (4,350,000) | (4,114,000) | ||
Total stockholders' deficit | (120,238,000) | (184,744,000) | (154,372,000) | $ (115,582,000) |
Total liabilities and stockholders' deficit | 160,831,000 | 125,139,000 | ||
Parent Company Financial Statements | ||||
Cash and cash equivalents | 318,000 | 318,000 | $ 0 | |
Receivables due from subsidiaries | 93,571,000 | 0 | ||
Prepaid expenses | 290,000 | 252,000 | ||
Other current assets | 116,000 | 0 | ||
Total current assets | 93,977,000 | 570,000 | ||
Investment in AE Advanced Products Keyes, Inc. | 0 | 12,000 | ||
Investment in Aemetis Property Keyes, Inc. | 496,000 | 0 | ||
Investment in Aemetis International, Inc. | 2,546,000 | 4,196,000 | ||
Investment in Aemetis Advanced Products Riverbank, Inc. | 23,000 | 0 | ||
Investment in Aemetis Carbon Capture, Inc. | 54,000 | 0 | ||
Total investments in Subsidiaries, net of advances | 3,119,000 | 4,208,000 | ||
Total net property, plant & equipment | 36,000 | 9,000 | ||
Other assets | 2,478,000 | 2,700,000 | ||
Total Assets | 99,607,000 | 7,487,000 | ||
Compensation fees included in accounts payable | 3,024,000 | 4,881,000 | ||
Payables due to subsidiaries | 0 | 4,390,000 | ||
Mandatorily redeemable Series B convertibe preferred | 3,806,000 | 3,252,000 | ||
Other current liabilities | 9,521,000 | 11,930,000 | ||
Total current liabilities | 16,351,000 | 24,453,000 | ||
Other long term debt | 0 | 150,000 | ||
Total operating lease liability | 2,318,000 | 0 | ||
Investment in AE Advanced Fuels, Inc. | 150,424,000 | 131,432,000 | ||
Investment in Aemetis Americas, Inc | 205,000 | 205,000 | ||
Investment in Aemetis Biofuels, Inc. | 2,738,000 | 2,738,000 | ||
Investment in Aemetis Technologies, Inc. | 4,536,000 | 4,446,000 | ||
Investment in AE Advanced Products Keyes , Inc. | 383,000 | 0 | ||
Investment in Aemetis Health Products, Inc. | 2,137,000 | 441,000 | ||
Investment in Goodland Advanced Fuels, Inc. | 13,587,000 | 12,201,000 | ||
Investment in Aemetis Biogas LLC | 27,166,000 | 15,918,000 | ||
Total subsidiary obligation in excess of investment | 201,176,000 | 167,628,000 | ||
Long-term debt | 203,494,000 | 167,778,000 | ||
Series B Preferred convertible stock | 1,000 | 1,000 | ||
Common stock | 33,000 | 23,000 | ||
Additional paid-in capital | 205,305,000 | 93,426,000 | ||
Accumulated deficit | (321,227,000) | (274,080,000) | ||
Accumulated other comprehensive loss | (4,350,000) | (4,114,000) | ||
Total stockholders' deficit | (120,238,000) | (184,744,000) | ||
Total liabilities and stockholders' deficit | $ 99,607,000 | $ 7,487,000 |
Parent Company Financial Stat_4
Parent Company Financial Statements (Unaudited) (Details 1) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Selling, general and administrative expenses | $ 23,676,000 | $ 16,882,000 | $ 17,424,000 |
Operating loss | (15,825,000) | (6,070,000) | (4,931,000) |
Other (income) expense | |||
Interest expense | 20,136,000 | 22,943,000 | 21,089,000 |
Other expense | 809,000 | 548,000 | (797,000) |
Loss before income taxes | (47,275,000) | (37,635,000) | (38,346,000) |
Income tax expense | (128,000) | (976,000) | 1,131,000 |
Net loss | (47,147,000) | (36,659,000) | (39,477,000) |
Other comprehensive loss | |||
Foreign currency translation adjustment | (236,000) | (289,000) | (249,000) |
Comprehensive loss | (47,383,000) | (36,948,000) | (39,726,000) |
Parent Company Financial Statements | |||
Selling, general and administrative expenses | 11,806,000 | 6,707,000 | 6,673,000 |
Equity in subsidiary losses | (34,400,000) | (28,820,000) | (21,745,000) |
Operating loss | (46,206,000) | (35,527,000) | (28,418,000) |
Other (income) expense | |||
Interest expense | 1,031,000 | 677,000 | 1,392,000 |
Other expense | (97,000) | 448,000 | 5,899,000 |
Loss before income taxes | (47,140,000) | (36,652,000) | (35,709,000) |
Income tax expense | 7,000 | 7,000 | 7,000 |
Net loss | (47,147,000) | (36,659,000) | (35,716,000) |
Other comprehensive loss | |||
Foreign currency translation adjustment | (27,000) | (289,000) | (249,000) |
Comprehensive loss | $ (47,174,000) | $ (36,948,000) | $ (36,965,000) |
Parent Company Financial Stat_5
Parent Company Financial Statements (Unaudited) (Details 2) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Net loss | $ (47,147,000) | $ (36,659,000) | $ (39,477,000) |
Stock-based compensation | 3,928,000 | 995,000 | 774,000 |
Depreciation | 5,448,000 | 4,894,000 | 4,434,000 |
Proceeds from issuance of debt | (1,134,000) | 0 | 0 |
Prepaid expenses | 4,849,000 | (44,000) | (147,000) |
Accounts payable | (8,000) | 1,400,000 | 1,001,000 |
Accrued interest expense | 14,456,000 | 21,728,000 | 18,033,000 |
Other liabilities | 730,000 | 123,000 | 7,088,000 |
Net cash provided by (used in) operating activities | (20,647,000) | 2,480,000 | (2,034,000) |
Net cash provided by (used in) financing activities | (22,894,000) | (17,309,000) | (8,578,000) |
Proceeds from the exercise of stock options | 1,304,000 | 287,000 | 0 |
Proceeds from issuance of common stock in equity offering | 103,591,000 | 5,113,000 | 0 |
Net cash provided by financing activities | 50,704,000 | 14,775,000 | 10,085,000 |
Cash and cash equivalents at end of period | 7,751,000 | 592,000 | 656,000 |
Interest payments | 5,682,000 | 1,324,000 | 2,476,000 |
Income tax expense | 7,000 | 8,000 | 8,000 |
Issuance of equity to pay off accounts payable | 893 | ||
Parent Company Financial Statements | |||
Net loss | (47,147,000) | (36,659,000) | (35,716,000) |
Stock-based compensation | 3,998,000 | 995,000 | 774,000 |
SARs Amortization | 0 | 0 | 800,000 |
Depreciation | 8,000 | 4,000 | 8,000 |
Subsidiary portion of net losses | 34,400,000 | 28,820,000 | 21,745,000 |
Change in fair value of SARs liability | 0 | (82,000) | |
Proceeds from issuance of debt | (421,000) | 0 | 0 |
Prepaid expenses | (38,000) | 38,000 | (74,000) |
Accounts payable | (1,043,000) | (216,000) | 71,000 |
Accrued interest expense | 998,000 | 525,000 | 1,184,000 |
Other liabilities | 902,000 | (578,000) | 5,891,000 |
Other asset | 109 | 236 | (232) |
Net cash provided by (used in) operating activities | (10,108,000) | (6,835,000) | (5,483,000) |
Subsidiary advances, net | (95,105,000) | 1,332,000 | 6,781,000 |
Net cash provided by (used in) financing activities | (95,105,000) | 1,332,000 | 6,781,000 |
Proceeds from borrowings under secured debt facilities | 0 | 421,000 | 0 |
Repayments of borrowings under secured debt facilities | 0 | 0 | (1,298,000) |
Proceeds from the exercise of stock options | 1,304,000 | 287,000 | 0 |
Proceeds from issuance of common stock in equity offering | 103,591,000 | 5,113,000 | 0 |
Net cash provided by financing activities | 104,895,000 | 5,821,000 | (1,298,000) |
Net change in cash and cash equivalents for period | (318,000) | 318,000 | 0 |
Cash and cash equivalents at end of period | 318,000 | 318,000 | 0 |
Interest payments | 0 | 0 | 0 |
Income tax expense | 7,000 | 7,000 | 8,000 |
Fair value of warrants issued to subordinated debt holders | 1,546,000 | 181,000 | 162,000 |
Fair value of warrants issued for capital expenditures | 1,344,000 | 0 | 0 |
Exercise of stock appreciation rights added to GAFI debt | 0 | 0 | 1,050,000 |
Reclassification of GAFI Noncontrolling interest | 0 | 0 | 8,501,000 |
Operating lease liabilities arising from obtaining right of use assets | 0 | 2,632,000 | 640,000 |
Issuance of equity to pay off accounts payable | $ 893,000 | $ 0 | $ 0 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Mar. 08, 2022 | Mar. 02, 2022 | Jan. 01, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Warrants to purchase shares of common stock per share | $ 0.01 | $ 0.01 | $ 0.01 | |||
Subsequent Event [Member] | Third Eye Reserve Liquidity Facility [Member] | ||||||
Promissory note | $ 40,000,000 | |||||
Note maturity date | Apr. 1, 2023 | |||||
Notes rate of interest (percentage) | 30.00% | |||||
Notes rate of interest (percentage) in continuation | 40.00% | |||||
Non-refundable fee | $ 500,000 | |||||
Amendment and waiver fee | $ 100,000 | |||||
Subsequent Event [Member] | Amended and Restated Credit Agreement [Member] | ||||||
New line of credit facility | $ 100,000,000 | |||||
New line of credit facility maturity date | Mar. 1, 2025 | |||||
Revolving loans description | The Revolving Loans made under the Fuels Revolving Line have a maturity date of March 1, 2025 and will accrue a rate of interest per annum equal to the greater of (i) the prime rate plus 6.00% and (ii) ten percent (10.0%), and the Revolving Loans made under the Carbon Revolving Line will have a maturity date of March 1, 2026 and accrue a rate of interest per annum equal to the greater of (i) the prime rate plus 4.00% and (ii) eight percent (8.0%). | |||||
Property taxes | $ 6,100,000 | |||||
Repayment of revolving lines credit facility | 16,000,000 | |||||
Subsequent Event [Member] | Amended and Restated Credit Agreement [Member] | Fuels Revolving Line [Member] | ||||||
Revolving credit facility | 50,000,000 | |||||
Subsequent Event [Member] | Amended and Restated Credit Agreement [Member] | Carbon Revolving Line [Member] | ||||||
Revolving credit facility | $ 50,000,000 | |||||
Subsequent Event [Member] | Transaction 1 [Member] | Amended and Restated Credit Agreement [Member] | ||||||
Warrants to purchase shares of common stock per share | $ 10.20 | |||||
Warrants to purchase shares of common stock | 50,000 | |||||
Warrants to purchase shares of common stock term | five-year | |||||
Subsequent Event [Member] | Transaction 2 [Member] | Amended and Restated Credit Agreement [Member] | ||||||
Warrants to purchase shares of common stock per share | $ 20 | |||||
Warrants to purchase shares of common stock | 250,000 | |||||
Warrants to purchase shares of common stock term | ten-year | |||||
Subsequent Event [Member] | Subordinated Debts [Member] | ||||||
Equity financing | $ 25 | |||||
Common stock warrants granted | 113 | |||||
Common stock warrants granted term | two years | |||||
Warrants to purchase shares of common stock per share | $ 0.01 | |||||
Subsequent Event [Member] | Subordinated Debts [Member] | Transaction 1 [Member] | ||||||
Extension fee paid in cash | $ 90,000 | |||||
Subsequent Event [Member] | Subordinated Debts [Member] | Transaction 2 [Member] | ||||||
Extension fee paid in cash | $ 250,000 |