| 5. Notes Payable | Debt consists of the notes from our senior lender, Third Eye Capital,
acting as Agent for the Purchasers (Third Eye Capital), other working capital lenders and subordinated lenders as follows:
June 30, 2015 Dece mber 31, 2014
Third Eye Capital term note $ 6,189 $ 7,394
Third Eye Capital revolving credit facility 22,736 22,330
Third Eye Capital revenue participation term note 10,397 10,195
Third Eye Capital acquisition term note 18,053 17,728
Cilion shareholder seller note payable 5,448 5,373
State Bank of India secured term loan 6,399 6,032
Subordinated notes 5,751 5,428
EB-5 long term promissory notes 21,685 1,534
Unsecured working capital loans and short-term notes 2,750 1,287
Total debt 99,408 77,301
Less current portion of debt 14,781 12,746
Total long term debt $ 84,627 $ 64,555 Third Eye Capital Note Purchase Agreement On July 6, 2012, Aemetis, Inc. and Aemetis Advanced Fuels Keyes,
Inc. (AAFK), entered into an Amended and Restated Note Purchase Agreement with Third Eye Capital (the Note
Purchase Agreement). Pursuant to the Note Purchase Agreement, Third Eye Capital extended credit in the form of
(i) senior secured term loans in an aggregate principal amount of approximately $7.2 million to replace existing notes held by
Third Eye Capital (the Term Notes); (ii) senior secured revolving loans in an aggregate principal amount of $18.0
million (Revolving Credit Facility); (iii) senior secured term loans in the principal amount of $10.0 million to
convert the prior revenue participation agreement to a note (Revenue Participation Term Notes); and (iv) senior
secured term loans in an aggregate principal amount of $15.0 million (Acquisition Term Notes) used to fund the cash
portion of the acquisition of Cilion, Inc. After this financing transaction, Third Eye Capital obtained sufficient equity ownership
in the Company to be considered a related party (the Term Notes, Revolving Credit Facility, Revenue Participation Term Notes and
Acquisition Term Notes are referred to herein collectively as the Notes). The Notes mature on April 1, 2016*. On March 12, 2015, Third Eye Capital agreed to Amendment No. 9 to
the Note Purchase Agreement to allow for the repurchase of 1,000,000 shares of common stock of the Company at an average price
of $5.52 per share for an aggregate purchase price of approximately $5.5 million. The repurchase price was added to the outstanding
principal balance of the Revolving Credit Facility. Third Eye Capital also agreed to remove the covenant that the Company must
complete an equity offering of its preferred stock for net proceeds of not less than $20 million with all of such net proceeds
to be used to repay the principal outstanding under the Note Purchase Agreement. In addition, Third Eye Capital waived the free
cash flow financial covenant under the Note Purchase Agreement for the three months ended March 31, 2015. We evaluated the amendment
of the Notes and applied modification accounting treatment in accordance with ASC 470-50 Debt Modification and Extinguishment On April 30, 2015, Third Eye Capital agreed to Amendment No. 10 to
the Note Purchase Agreement to allow for the repurchase of 500,000 shares of common stock of the Company at a repurchase price
of $5.00 per share for an aggregate purchase price of approximately $2.5 million. The repurchase price was added to the outstanding
principal balance of the Revolving Credit Facility. In addition, Third Eye Capital agreed to extend the maturity date
of the Notes to April 1, 2016 upon notice and payment of a 3% extension fee. The existing guarantees were reaffirmed.
On May 29, 2015, the Company gave notice to extend the maturity date of the Notes to April 1, 2016 and added the 3% fee to the
Notes. On August 5, 2015, Third Eye Capital agreed to Amendment No. 11 to
the Note Purchase Agreement to allow for the extension of the maturity date of the Notes to April 1, 2017 provided that the Company
i) has $11.5 million in EB-5 funds in escrow as of August 31, 2015, ii) enters into an investment banking engagement by October
1, 2015 to complete a capital market transaction for the sale of shares in the India subsidiary, and iii) repurchases 100,000 shares
of common stock at the greater of $4.00 and the closing price on the date of the amendment. In addition, Third Eye Capital waived
the free cash flow financial covenant under the Note Purchase Agreement for the three months ended June 30, 2015 and for the three
months ending September 30, 2015, and revised the market value to note indebtedness to 65%. As consideration, Third Eye Capital
charged an amendment fee of $1.0 million to be added to the outstanding principal balance of the Revolving Credit Facility and
an extension fee equal to 5% of the Note indebtedness to be charged at the time of exercise. We will evaluate the amendment
of the Notes and will determine accounting treatment in accordance with ASC 470-50 Debt Modification and Extinguishment Further details regarding the terms of the Notes are set forth below
under the heading Terms of Third Eye Capital Notes. Terms of Third Eye Capital Notes Details about each portion of the Third Eye Capital financing facility
are as follows:
A. Term Notes
B. Revolving Credit Facility
C. Revenue Participation Term Notes
D. Acquisition Term Notes *The
note maturity date can be extended by the Company to April 2017. As a condition to any such extension, the Company would be required
to pay a fee of 5% of the carrying value of the debt. The Third Eye Capital Notes are secured by first priority liens on
all real and personal property of, and assignment of proceeds from all government grants and guarantees from Aemetis, Inc. The
Notes all contain cross-collateral and cross-default provisions. McAfee Capital, LLC (McAfee Capital), solely owned
by Eric McAfee, the Companys 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 State Bank of India secured term loan In July 2008, the Company drew approximately $4.6 million against
the secured term loan. The loan principal amount is repayable in 20 quarterly installments of approximately $0.3 million,
using exchange rates corresponding to the date of payment, with the first installment due in June 2009 and the last installment
payment due in March 2014. As of June 30, 2015, the 12% interest rate under this facility is subject to adjustment
every two years, based on 0.25% above the Reserve Bank of India advance rate. No principal payments were made except
for payments of $0.2 million each in May 2014 and June 2014 to obtain an interim stay. The term loan provides for
liquidating damages at a rate of 2% per annum for the period of default. As of June 30, 2015 and December 31, 2014, the State Bank
of India loan had $2.6 million in principal outstanding and accrued interest plus default interest of $3.8 million and $3.4 million,
respectively. See Note 6 - Commitments and Contingencies for further details. Subordinated Notes The Company agreed to an Amendment No. 1 to the Sub Notes to extend
the maturity of the January 2012 Sub Notes to July 1, 2014 and issued two Sub Notes dated December 2012 and January 19, 2013, with
principal amounts of $0.5 million and $0.1 million, respectively. Both the December 2012 Sub Note and the January 19, 2013 Sub
Note had a maturity date of April 30, 2013. On January 24, 2013, an additional $0.3 million Sub Note was issued with a maturity
date of April 30, 2013. On May 23, 2013, all Sub Notes above with a maturity date of April 30, 2013 were refinanced as a $1.0 million
Sub Note (May 2013 Note) with a maturity date of December 31, 2013. On January 1, 2014, the May 2013 Sub Note was
amended to extend the maturity date to June 30, 2014 in exchange for a 10 percent cash extension fee paid by adding the fee to
the balance of the new note and 30 thousand in common stock warrants with a term of two years and an exercise price of $0.01 per
share. In March 2014, the Company received $0.5 million from EB-5 investments and repaid one of the accredited investors holding
a January 2012 Sub Note of $0.5 million. On July 1, 2014 and again on January 1, 2015, the January 2014 Sub Note and
two January 2013 Sub Notes with two accredited investors were amended to extend the maturity date to December 31, 2014 and June
30, 2015, respectively in exchange for a 10 percent cash extension fee paid by adding the fee to the balance of the new note and
118 thousand in common stock warrants with a term of two years and an exercise price of $0.01 per share. On March 24, 2015, the
Company paid off $180 thousand in Sub Note principal and interest held by one of the accredited investors with the money received
from the EB-5 program. On July 1, 2015, the Sub Notes above were amended to extend the maturity
date until the earlier of (i) December 31, 2015; (ii) completion of an equity financing by AAFK or Aemetis in an amount of not
less than $25.0 million; (iii) the completion of an Initial Public Offering by AAFK or Aemetis; or (iv) after the occurrence of
an Event of Default, including failure to pay interest or principal when due and breaches of note covenants. A 10 percent cash
extension fee was paid by adding the fee to the balance of the new note and warrants to purchase 116 thousand shares of common
stock were granted with a term of two years and an exercise price of $0.01 per share. We will evaluate these July 1, 2015 amendments
and the refinancing terms of the notes and determine the accounting in accordance with ASC 470-50 Debt Modification
and Extinguishment On January 14, 2013, Laird Cagan, a related party, loaned $0.1
million through a promissory note maturing on April 30, 2013 with a five percent annualized interest rate and the right to exercise
5 thousand warrants exercisable at $0.01 per share. In February 2015, the Cagan related party promissory note was amended to extend
the maturity date until the earlier of (i) December 31, 2016; (ii) completion of an equity financing by AAFK or Aemetis in an amount
of not less than $25.0 million; (iii) the completion of an Initial Public Offering by AAFK or Aemetis; or (iv) after the occurrence
of an Event of Default, including failure to pay interest or principal when due and breaches of note covenants. At June 30, 2015 and December 31, 2014, the Company owed, in
aggregate, subordinated notes in the amount of $5.8 million and $5.4 million in principal and interest outstanding, net of unamortized
issuance and fair value discounts of none and $0.2 million, respectively. EB-5 long-term promissory notes Advanced BioEnergy, LP arranges investments with foreign investors,
who each make investments in the Keyes plant project in investment increments of $0.5 million. The Company sold notes
in the amount of $1.0 million during the first quarter of 2012, $0.5 million during the first quarter of 2014, $17.5 million during
the first quarter of 2015 and $2.5 million in the second quarter of 2015. As of June 30, 2015, $21.5 million in principal and $185
thousand in accrued interest remained outstanding on the notes. The availability of the remaining $14.5 million will
be determined by the ability of Advanced BioEnergy, LP to attract additional qualified investors. Unsecured working capital loans During the three and six months ended June 30, 2015, the Company
made principal payments to Secunderabad of approximately $0.3 million and $1.0 million, respectively, under the agreement and interest
payments of approximately $66 thousand and $104 thousand, respectively, for working capital funding. During the three
and six months ended June 30, 2014, the Company made principal payments to Secunderabad of approximately $1.0 million and $2.3
million, respectively, under the agreement and interest payments of approximately $23 thousand and $74 thousand, respectively,
for working capital funding. At June 30, 2015 and December 31, 2014, the Company had approximately $2.8 million and
$1.3 million outstanding under this agreement, respectively. Scheduled debt repayments for loan obligations follow:
Twelve months ended June 30, Debt Repayments
2016 $ 14,781
2017 63,017
2018 3,198
2019 20,000
Total debt 100,996
Discounts (1,588)
Total debt, net of discounts $ 99,408 |
