Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2022 | Apr. 30, 2022 | |
Cover [Abstract] | ||
Entity Registrant Name | AEMETIS, INC. | |
Entity Central Index Key | 0000738214 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Small Business | false | |
Entity Shell Company | false | |
Entity Emerging Growth Company | false | |
Entity Current Reporting Status | Yes | |
Document Period End Date | Mar. 31, 2022 | |
Entity Filer Category | Accelerated Filer | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2022 | |
Entity Common Stock Shares Outstanding | 34,579,859 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 001-36475 | |
Entity Incorporation State Country Code | DE | |
Entity Tax Identification Number | 26-1407544 | |
Entity Interactive Data Current | Yes | |
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 | |
Local Phone Number | 213-0940 | |
Security 12b Title | Common Stock, $0.001 par value | |
Trading Symbol | AMTX | |
Security Exchange Name | NASDAQ |
CONSOLIDATED CONDENSED BALANCE
CONSOLIDATED CONDENSED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Current Assets: | ||
Cash And Cash Equivalents ($0 And $19 Respectively From Vie) | $ 5,471 | $ 7,751 |
Accounts Receivable, Net Of Allowance For Doubtful Accounts Of $1,404 As Of March 31, 2022 And December 31, 2022, Respectively | 662 | 1,574 |
Inventories, Net Of Allowance For Excess And Obsolete Inventory Of $1,040 As Of March 31, 2022 And And December 31, 2021, Respectively | 4,860 | 5,126 |
Prepaid Expenses ($250 And $335 Respectively From Vie) | 4,864 | 5,598 |
Other Current Assets | 296 | 644 |
Total Current Assets | 16,153 | 20,693 |
Property, Plant And Equipment, Net ($47,453 And $39,625 Respectively From Vie) | 145,223 | 135,101 |
Operating Lease Right-of-use Assets ($0 And $10 Respectively From Vie) | 2,359 | 2,462 |
Other Assets ($130 And $38 Respectively From Vie) | 2,751 | 2,575 |
Total Assets | 166,486 | 160,831 |
Current Liabilities: | ||
Accounts Payable ($7,010 And $4,950 Respectively From Vie) | 18,779 | 16,415 |
Current Portion Of Long Term Debt | 8,327 | 8,192 |
Short Term Borrowings ($9 And $9 Respectively From Vie) | 14,837 | 14,586 |
Mandatorily Redeemable Series B Convertible Preferred Stock | 3,856 | 3,806 |
Accrued Property Taxes ($125 And $121 Respectively From Vie) | 1,045 | 6,830 |
Accrued Contingent Litigation Fees | 6,200 | 6,200 |
Current Portion Of Operating Lease Liability ($8 And $11 Respectively From Vie) | 245 | 260 |
Current Portion Of Series A Preferred Units ($3,698 And $3,169 Respectively From Vie) | 3,698 | 3,169 |
Other Current Liabilities ($590 And $306 Respectively From Vie) | 5,743 | 5,872 |
Total Current Liabilities | 62,730 | 65,330 |
Long Term Liabilities: | ||
Senior Secured Notes And Revolving Notes | 135,707 | 121,451 |
Eb-5 Notes | 32,500 | 32,500 |
Other Long Term Debt ($38 And $40 Respectively From Vie) | 11,852 | 12,038 |
Series A Preferred Units ($47,701 And $44,978 Respectively From Vie) | 47,701 | 44,978 |
Operating Lease Liability | 2,256 | 2,318 |
Other Long Term Liabilities | 2,331 | 2,454 |
Total Long Term Liabilities | 232,347 | 215,739 |
Stockholders' Deficit: | ||
Series B Convertible Preferred Stock, $0.001 Par Value; 7,235 Authorized; 1,270 And 1,275 Shares Issued And Outstanding Each Period, Respectively (aggregate Liquidation Preference Of $3,810 And $3,825 Respectively) | 1 | 1 |
Common Stock, $0.001 Par Value; 80,000 Authorized; 34,179 And 33,461 Shares Issued And Outstanding Each Period, Respectively | 34 | 33 |
Additional Paid-in Capital | 215,439 | 205,305 |
Accumulated Deficit | (339,521) | (321,227) |
Accumulated Other Comprehensive Loss | (4,544) | (4,350) |
Total Stockholders' Deficit | (128,591) | (120,238) |
Total Liabilities And Stockholders' Deficit | $ 166,486 | $ 160,831 |
CONSOLIDATED CONDENSED BALANC_2
CONSOLIDATED CONDENSED BALANCE SHEETS (Parenthetical) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Allowance For Doubtful Accounts | $ 1,404,000 | $ 1,404,000 |
Inventory Valuation Reserves | $ 1,040,000 | $ 1,040,000 |
Common Stock, Par Value | $ 0.001 | $ 0.001 |
Common Stock, Shares Authorized (in Thousands) | 80,000,000 | 80,000,000 |
Common Stock, Shares Issued (in Thousands) | 34,179,000 | 33,461,000 |
Common Stock, Shares Outstanding (in Thousands) | 34,179,000 | 33,461,000 |
Short Term Borrowings | $ 14,837,000 | $ 14,586,000 |
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 | 7,235,000 |
Series B Preferred Stock, Shares Issued (in Thousands) | 1,270,000 | 1,275,000 |
Series B Preferred Stock, Shares Outstanding (in Thousands) | 1,270,000 | 1,275,000 |
Aggregate Liquidation Preference | $ 3,810,000 | $ 3,825,000 |
Variable Interest Entity, Primary Beneficiary [Member] | ||
Cash And Cash Equivalents, Vie | 0 | 19,000 |
Prepaid Expenses, Vie | 250,000 | 335,000 |
Property, Plant And Equipment, Vie | 47,453,000 | 39,625,000 |
Operating Lease Right-of-use Assets, Vie | 0 | 10,000 |
Other Assets, Vie | 130,000 | 38,000 |
Accounts Payable, Vie | 7,010,000 | 4,950,000 |
Short Term Borrowings | 9,000 | 9,000 |
Accrued Property Taxes | 125,000 | 121,000 |
Current Portion Of Operating Lease Liability, Vie | 8,000 | 11,000 |
Current Portion Of Series A Preferred Units, Vie | 3,698,000 | 3,169,000 |
Other Current Liabilities, Vie | 590,000 | 306,000 |
Other Long Term Debt, Vie | 38,000 | 40,000 |
Series A Preferred Units, Vie | $ 47,701,000 | $ 44,978,000 |
CONSOLIDATED CONDENSED STATEMEN
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS AND COMPREHENSIVE (LOSS) (Unaudited) - USD ($) shares in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS AND COMPREHENSIVE (LOSS) (Unaudited) | ||
Revenues | $ 52,049,000 | $ 42,807,000 |
Cost Of Goods Sold | 55,134,000 | 46,415,000 |
Gross Loss | (3,085,000) | (3,608,000) |
Research And Development Expenses | 36,000 | 23,000 |
Selling, General And Administrative Expenses | 7,306,000 | 5,382,000 |
Operating Loss | (10,427,000) | (9,013,000) |
Interest Expense | ||
Interest Rate Expense | 4,435,000 | 5,965,000 |
Debt Related Fees And Amortization Expense | 1,826,000 | 1,215,000 |
Accretion And Other Expenses Of Series A Preferred Units | 1,640,000 | 1,943,000 |
Loss On Debt Extinguishment | 681,000 | 0 |
Other Income | (41,000) | (31,000) |
Loss Before Income Taxes | (18,287,000) | (18,105,000) |
Income Tax Expense | 7,000 | 7,000 |
Net Loss | (18,294,000) | (18,112,000) |
Other Comprehensive (loss) | ||
Foreign Currency Translation Loss | (194,000) | (25,000) |
Comprehensive Loss | $ (18,488,000) | $ (18,137,000) |
Net Loss Per Common Share | ||
Basic | $ (0.54) | $ (0.69) |
Diluted | $ (0.54) | $ (0.69) |
Weighted Average Shares Outstanding | ||
Basic | 33,714 | 26,289 |
Diluted | 33,714 | 26,289 |
CONSOLIDATED CONDENSED STATEM_2
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Operating Activities: | ||
Net Loss | $ (18,294,000) | $ (18,112,000) |
Adjustments To Reconcile Net Loss To Net Cash Used In Operating Activities: | ||
Share-based Compensation | 2,040,000 | 835,000 |
Depreciation | 1,336,000 | 1,386,000 |
Debt Related Fees And Amortization Expense | 1,826,000 | 1,215,000 |
Intangibles And Other Amortization Expense | 12,000 | 12,000 |
Accretion And Other Expenses Of Series A Preferred Units | 1,640,000 | 1,943,000 |
Loss On Debt Extinguishment | 681,000 | 0 |
Provision For Bad Debts | 0 | 144,000 |
Changes In Operating Assets And Liabilities: | ||
Accounts Receivable | 911,000 | (78,000) |
Inventories | 256,000 | (242,000) |
Prepaid Expenses | 2,457,000 | (1,391,000) |
Other Assets | 251,000 | 1,363,000 |
Accounts Payable | 833,000 | (1,795,000) |
Accrued Interest Expense And Fees | 4,691,000 | 571,000 |
Other Liabilities | (6,111,000) | 76,000 |
Net Cash Used In Operating Activities | (8,152,000) | (14,073,000) |
Investing Activities: | ||
Capital Expenditures | (9,459,000) | (6,560,000) |
Grant Proceeds And Other Reimbursements Received For Capital Expenditures | 1,467,000 | 1,191,000 |
Net Cash Used In Investing Activities | (7,992,000) | (5,369,000) |
Financing Activities: | ||
Proceeds From Borrowings | 18,482,000 | 0 |
Repayments Of Borrowings | (4,000,000) | (31,631,000) |
Lender Debt Renewal And Waiver Fee Payments | (669,000) | 0 |
Grant Proceeds Received For Capital Expenditures | 0 | 115,000 |
Payments On Finance Leases | (132,000) | (124,000) |
Proceeds From Issuance Of Common Stock In Equity Offering | 0 | 62,438,000 |
Proceeds From The Exercise Of Stock Options | 197,000 | 1,003,000 |
Proceeds From Series A Preferred Units Financing | 0 | 3,130,000 |
Series A Preferred Financing Redemption | 0 | 300,000 |
Net Cash Provided By Financing Activities | 13,878,000 | 34,631,000 |
Effect Of Exchange Rate Changes On Cash And Cash Equivalents | (14,000) | 6,000 |
Net Change In Cash And Cash Equivalents For Period | (2,280,000) | 15,195,000 |
Cash And Cash Equivalents At Beginning Of Period | 7,751,000 | 592,000 |
Cash And Cash Equivalents At End Of Period | 5,471,000 | 15,787,000 |
Supplemental Disclosures Of Cash Flow Information, Cash Paid: | ||
Cash Paid For Interest | 4,026,000 | 5,296,000 |
Income Taxes Paid | 7,000 | 7,000 |
Supplemental Disclosures Of Cash Flow Information, Non-cash Transactions: | ||
Subordinated Debt Extension Fees Added To Debt | 340,000 | 340,000 |
Debt Fees Added To Revolving Lines | 500,000 | 0 |
Fair Value Of Warrants Issued To Subordinated Debt Holders | 1,393,000 | 281,000 |
Fair Value Of Warrants Issued For Guarantee Fees | 2,012,000 | 0 |
Fair Value Of Warrants Issued To Lender For Debt Issuance Costs | 3,158,000 | 0 |
Fair Value Of Stock Issued To Lender | 1,335,000 | 0 |
Lender Debt Extension, Waiver, And Other Fees Added To Debt | 583,000 | 1,215,000 |
Capital Expenditures In Accounts Payable | 9,228,000 | 4,556,000 |
Payment Of Debt Added To Revolving Lines | $ 16,266,000 | $ 0 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS DEFICIT (Unaudited) - USD ($) | Total | Series B Preferred Stock | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Accumulated Other Comprehensive Loss |
Balance, Shares at Dec. 31, 2020 | 1,323,000 | 22,830,000 | ||||
Balance, Amount at Dec. 31, 2020 | $ (184,744,000) | $ 1,000 | $ 23,000 | $ 93,426,000 | $ (274,080,000) | $ (4,114,000) |
Issuance Of Common Stock, Shares | 5,682,000 | |||||
Issuance Of Common Stock, Amount | 62,395,000 | 0 | $ 6,000 | 62,389,000 | 0 | 0 |
Stock Options Exercised, Shares | 1,226,000 | |||||
Stock Options Exercised, Amount | 1,003,000 | 0 | $ 1,000 | 1,002,000 | 0 | 0 |
Stock-based Compensation | 835,000 | 0 | $ 0 | 835,000 | 0 | 0 |
Issuance And Exercise Of Warrants, Shares | 113,000 | |||||
Issuance And Exercise Of Warrants, Amount | 281,000 | 0 | $ 0 | 281,000 | 0 | 0 |
Foreign Currency Translation Loss | (25,000) | 0 | 0 | 0 | 0 | (25,000) |
Net Loss | (18,112,000) | $ 0 | $ 0 | 0 | (18,112,000) | 0 |
Balance, Shares at Mar. 31, 2021 | 1,323,000 | 29,851,000 | ||||
Balance, Amount at Mar. 31, 2021 | (138,367,000) | $ 1,000 | $ 30,000 | 157,933,000 | (292,192,000) | (4,139,000) |
Balance, Shares at Dec. 31, 2021 | 1,275,000 | 33,461,000 | ||||
Balance, Amount at Dec. 31, 2021 | (120,238,000) | $ 1,000 | $ 33,000 | 205,305,000 | (321,227,000) | (4,350,000) |
Issuance Of Common Stock, Shares | 341,000 | |||||
Issuance Of Common Stock, Amount | 3,349,000 | $ 0 | $ 1,000 | 3,348,000 | 0 | 0 |
Stock Options Exercised, Shares | 263,000 | |||||
Stock Options Exercised, Amount | 196,000 | 196,000 | ||||
Stock-based Compensation | 2,040,000 | 2,040,000 | ||||
Issuance And Exercise Of Warrants, Shares | 113,000 | |||||
Issuance And Exercise Of Warrants, Amount | 4,550,000 | 4,550,000 | ||||
Foreign Currency Translation Loss | (194,000) | (194,000) | ||||
Net Loss | (18,294,000) | (18,294,000) | ||||
Series B Conversion To Common Stock, Shares | (5,000) | 1,000 | ||||
Series B Conversion To Common Stock, Amount | $ 0 | $ 0 | 0 | |||
Balance, Shares at Mar. 31, 2022 | 1,270,000 | 34,179,000 | ||||
Balance, Amount at Mar. 31, 2022 | $ (128,591,000) | $ 1,000 | $ 34,000 | $ 215,439,000 | $ (339,521,000) | $ (4,544,000) |
Nature of Activities and Summar
Nature of Activities and Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2022 | |
Nature of Activities and Summary of Significant Accounting Policies | |
Nature Of Activities And Summary Of Significant Accounting Policies | 1. Nature of Activities and Summary of Significant Accounting Policies 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 natural gas, 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 the process of being commissioned, a key first step in the electrification of the Keyes Plant. 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. 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 dairy renewable natural gas (“RNG”). Upon receiving the bio-methane from the dairies, impurities are removed, and the bio-methane is converted to negative carbon intensity RNG that will either be injected into the statewide PG&E gas utility pipeline, supplied as compressed RNG that will service local trucking fleets, or used as renewable process energy at the Keyes Plant. Our Dairy Renewable Natural Gas segment, comprised of ABGL, has completed Phase 1 of our California biogas digester network and pipeline system that converts waste dairy methane gas into RNG, including two operational dairies and seven miles of pipeline. ABGL is now executing Phase 2 construction with the completion of sixteen miles of pipeline and the commissioning of the biogas-to-RNG upgrade unit at the Keyes Plant as well as beginning construction of additional dairy digesters. Our “Carbon Zero” biofuels production plants are 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. We also own and operate a production facility on the East Coast of India (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. All intercompany balances and transactions have been eliminated in consolidation. The accompanying consolidated condensed balance sheet as of March 31, 2022, the consolidated condensed statements of operations and comprehensive (loss) for the three months ended March 31, 2022 and 2021, the consolidated condensed statements of cash flows for the three months ended March 31, 2022 and 2021, and the consolidated condensed statements of stockholders’ deficit for the three months ended March 31, 2022 and 2021 are unaudited. The consolidated condensed balance sheet as of December 31, 2021 was derived from the 2021 audited consolidated financial statements and notes thereto. The consolidated condensed financial statements in this report should be read in conjunction with the 2021 audited consolidated financial statements and notes thereto included in the Company’s annual report on Form 10-K for the year ended December 31, 2021. The accompanying consolidated condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. In the opinion of Company’s management, the unaudited interim consolidated condensed financial statements as of and for the three months ended March 31, 2022 and 2021 have been prepared on the same basis as the audited consolidated statements as of and for the year ended December 31, 2021 and reflect all adjustments, consisting primarily of normal recurring adjustments, necessary for the fair presentation of its statement of financial position, results of operations and cash flows. The results of operations for the three months ended March 31, 2022 are not necessarily indicative of the operating results for any subsequent quarter, for the full fiscal year or any future periods. Use of Estimates Revenue Recognition California Ethanol: The below table shows our sales in California Ethanol by product category: For the three months ended March 31, 2022 2021 Ethanol sales $ 37,896 $ 29,920 Wet distiller's grains sales 11,517 11,035 Other sales 2,627 1,373 $ 52,041 $ 42,328 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 certain 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, we signed a biofuels offtake agreement with Murex, LLC, and beginning on October 1, 2021 we 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 are 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 and, corn oil, upon trucks leaving 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 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. We have 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. Dairy Renewable Natural Gas: India Biodiesel: The below table shows our sales in India Biodiesel by product category: For the three months ended March 31, 2022 2021 Biodiesel sales $ - $ 358 Refined glycerin sales - 116 Other sales 8 5 $ 8 $ 479 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 when we enter into in these situations. Hence, we are the principal in India sales scenarios where our customer and vendor may be the same. Cost of Goods Sold Shipping and Handling Costs. Research and Development. Cash and Cash Equivalents. Accounts Receivable. The Company maintains an allowance for doubtful accounts for balances that appear to have specific collection issues. The collection process is based on the age of the invoice and 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 in the allowances for doubtful accounts as of March 31, 2022 and December 31, 2021, 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 Measurements, 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 $0.8 million from the CDFA 2020 grant program as of March 31, 2022, as reimbursement for actual costs incurred. Due to the uncertainty associated with the approval process under the grant program, the Company recognized the grant as a reduction of costs in the period when payment is received. California Energy Commission Low Carbon Advanced Ethanol Grant Program. U.S. Department of Food and Agriculture Forest Service Grant. California Energy Commission Grant for Solar Microgrid, DSC and Battery Backup System. Basic and Diluted Net Loss per Share. The following table shows the number of potentially dilutive shares excluded from the diluted net loss per share calculation as of March 31, 2022 and 2021: As of March 31, 2022 March 31, 2021 Series B preferred (post split basis) 127 132 Common stock options and warrants 4,774 5,080 Debt with conversion feature at $30 per share of common stock 1,223 1,286 Total number of potentially dilutive shares excluded from the diluted net (loss) per share calculation 6,124 6,498 Comprehensive Income (Loss). Comprehensive Income (Loss) Foreign Currency Translation/Transactions. Segments. The “California Ethanol” reportable segment includes the Company’s 65 million gallon per year Keyes plant and the adjacent land leased for the production of CO₂. The “Dairy Renewable Natural Gas” reportable segment include, 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 in Kansas and the research and development facility in Minnesota. Refer to the “All Other” category. Share-Based Compensation Stock Compensation Fair Value of Financial Instruments. Commitments and Contingencies. Contingencies Convertible Instruments Debt Modification Accounting Debt–Modification and Extinguishments For a complete summary of the Company’s significant accounting policies, please refer to the Company’s audited financial statements and notes thereto for the years ended December 31, 2021 and 2020 included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 10, 2022. |
Inventories
Inventories | 3 Months Ended |
Mar. 31, 2022 | |
Inventories | |
Inventories | 2. Inventories Inventories consist of the following: As of March 31, 2022 December 31, 2021 Raw materials $ 1,057 $ 727 Work-in-progress 1,907 2,083 Finished goods 1,896 2,316 Total inventories $ 4,860 $ 5,126 As of March 31, 2022, and December 31, 2021, the Company recognized a lower of cost or net realizable value impairment of $919 thousand and none respectively, related to inventory. |
Property Plant and Equipment
Property Plant and Equipment | 3 Months Ended |
Mar. 31, 2022 | |
Property Plant and Equipment | |
Property, Plant And Equipment | 3. Property, Plant and Equipment Property, plant and equipment consist of the following: As of March 31, 2022 December 31, 2021 Land $ 6,177 $ 4,082 Plant and buildings 96,878 97,110 Furniture and fixtures 1,359 1,334 Machinery and equipment 5,273 5,294 Tenant improvements 31 - Construction in progress 65,383 55,859 Property held for development 15,437 15,437 Finance lease right of use assets 2,317 2,317 Total gross property, plant & equipment 192,855 181,433 Less accumulated depreciation (47,632 ) (46,332 ) Total net property, plant & equipment $ 145,223 $ 135,101 For the three months ended March 31, 2022 and 2021, interest capitalized in property, plant, and equipment was $2.1 million and $0.6 million, respectively. Construction in progress includes costs for the biogas construction projects (dairy digesters, pipeline and biogas-to-RNG upgrade unit), Riverbank projects (sustainable aviation fuel and renewable diesel plant as well as carbon capture characterization well), and energy efficiency projects at the Keyes Plant. 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 For the three months ended March 31, 2022 and 2021, the Company recorded depreciation expense of $1.3 and $1.4 million, respectively. Management is required to evaluate these long-lived assets for impairment whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. Management determined there was no impairment on the long-lived assets during the three months ended March 31, 2022 and 2021. |
Debt
Debt | 3 Months Ended |
Mar. 31, 2022 | |
Debt | |
Debt | 4. Debt Debt consists of the following: March 31, 2022 December 31, 2021 Third Eye Capital term notes $ 7,071 $ 7,095 Third Eye Capital revolving credit facility 59,524 75,980 Third Eye Capital revenue participation term notes 11,875 11,915 Third Eye Capital acquisition term notes 26,399 26,461 Third Eye Capital Fuels Revolving Line 8,741 - Third Eye Capital Carbon Revolving Line 22,096 - Cilion shareholder seller notes payable 6,668 6,619 Subordinated notes 14,321 14,304 EB-5 promissory notes 40,829 40,692 Term loans on capital expenditures 5,699 5,701 Total debt 203,223 188,767 Less current portion of debt 23,164 22,778 Total long term debt $ 180,059 $ 165,989 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 (the “Note Purchase Agreement”) with Third Eye Capital Corporation (“Third Eye Capital”). 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 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 Third Eye Capital, 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 $0.6 million. 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. In the first quarter of 2022, the Company exercised the option to extend the maturity of Third Eye Capital Notes to April 1, 2023. 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 will evaluate the terms of the Amendment No.21 in accordance with ASC 470-50 Debt – Modification and Extinguishment. 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. As Amendments No. 19, No. 20, No. 21, No. 22, and No. 23 waived certain covenants over the next four quarters, 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 Capital agreed to increase the amount available under the reserve liquidity facility to $70.0 million. Borrowings under the facility are available from March 14, 2021 until maturity on April 1, 2023. In August 2021, the reserve liquidity facility was reduced 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, 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 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. Terms of Third Eye Capital Notes A. Term Notes B. Revolving Credit Facility C. Revenue Participation Term Notes . D. Acquisition Term Notes E. Reserve Liquidity Notes The Third Eye Capital Notes contain various covenants, including but not limited to, debt to plant value ratio, minimum production requirements, and restrictions on capital expenditures. The terms of the Third Eye Capital Notes allow the lender to accelerate the maturity in the occurrence of any event that could reasonably be expected to have a material adverse effect, such as any change in the business, operations, or financial condition. The 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. GAFI Term Loan and Revolving Loan. Third Eye Capital Revolving Credit Facility for Fuels and Carbon Lines. As of March 31, 2022, GAFI had $8.7 million in principal and interest outstanding net of $2.0 million unamortized debt issuance costs. As of March 31, 2022, ACCI had $22.1 million in principal and interest outstanding net of $3.0 million in unamortized debt issuance costs. Cilion shareholder seller notes payable Subordinated Notes On January 1, 2022, the maturity on two Subordinated Notes’ was extended until the earlier of (i) June 30, 2022; (ii) 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 Notes and 113 thousand common stock warrants were granted with a term of two years and an exercise price of $0.01 per share. The Company evaluated the January 1, 2022 amendment and the refinancing terms of the notes and applied modification accounting treatment in accordance with ASC 470-50 Debt - Modification and Extinguishment. At March 31, 2022 and December 31, 2021, the Company had, in aggregate, the amount of $14.3 million in principal and interest outstanding net of debt issuance cost of 0.6 million and none, respectively, under the Subordinated Notes. EB-5 promissory notes 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 March 31, 2022, $35.5 million has been released from the escrow amount to the Company, with $0.5 million remaining to be funded to escrow. As of March 31, 2022, $32.5 million in principal and $4.2 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 (the “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 Goodland Advanced Fuels Inc., (“GAFI”). 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, with 52 new EB-5 Phase II funding investors remaining eligible at the new $0.9 million per investors amount under the current offering. Job creation studies show it may be possible to add additional investors and increase the total offering amount in the future. Each EB-5 note will be issued in the principal amount of $0.9 million and due and payable five years from the date of each EB-5 note, for a total aggregate principal amount of up to $50.8 million. The Company has sold an aggregate principal amount of $4.0 million of EB-5 Notes under the EB-5 Phase II funding since 2016 to the date of this filing. As of March 31, 2022, $4.0 million has been released from escrow to the Company and $46.8 million remains to be funded to escrow. As of March 31, 2022, $4.1 million was outstanding on the EB-5 Notes under the EB-5 Phase II funding. 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. As of March 31, 2022, the Company had no balance outstanding under this agreement. Financing Agreement for capital expenditures. Scheduled debt repayments for the Company’s loan obligations follow: Three months ended March 31, Debt Repayments 2022 $ 23,164 2023 139,961 2024 17,598 2025 26,951 2026 945 There after 1,407 Total debt 210,026 Debt issuance costs (6,803 ) Total debt, net of debt issuance costs $ 203,223 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2022 | |
Commitments and Contingencies | |
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 6.5 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 measure lease liabilities and right-of-use (“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 the second quarter of 2022 and the Company will evaluate and assess the lease upon commencement. The components of lease expense and sublease income were as follows: Three Months ended March 31, 2022 2021 Operating lease cost Operating lease expense $ 189 $ 204 Short term lease expense 27 39 Variable lease expense 23 33 Total operating lease cost $ 239 $ 276 Finance lease cost Amortization of right-of-use assets $ 63 $ 55 Interest on lease liabilities 19 21 Total finance lease cost $ 82 $ 76 Cash paid for amounts included in the measurement of lease liabilities: Three Months ended March 31, 2022 2021 Operating cash flows used in operating leases $ 164 $ 167 Operating cash flows used in finance leases 19 21 Financing cash flows used in finance leases 132 124 Supplemental non-cash flow information related to ROU asset and lease liabilities was as follows for the three months ended March 31, 2022 and 2021: Three Months ended March 31, 2022 2021 Operating leases Accretion of the lease liability $ 87 $ 99 Amortization of right-of-use assets 103 105 Weighted Average Remaining Lease Term Operating leases 6.1 years Finance leases 2.1 years Weighted Average Discount Rate Operating leases 14.0 % Finance leases 6.2 % Supplemental balance sheet information related to leases was as follows: March 31, 2022 December 31, 2021 Operating leases Operating lease right-of-use assets $ 2,359 $ 2,462 Current portion of operating lease liability 245 260 Long term operating lease liability 2,256 2,318 Total operating lease liabilities 2,501 2,578 Finance leases Property and equipment, at cost $ 2,317 $ 2,317 Accumulated depreciation (439 ) (376 ) Property and equipment, net 1,878 1,941 Other current liability 560 550 Other long term liabilities 596 720 Total finance lease liabilities 1,156 1,270 Maturities of operating lease liabilities were as follows: Year ended March 31, Operating leases Finance leases 2023 $ 573 $ 611 2024 577 528 2025 595 77 2026 612 14 2027 631 - There after 760 - Total lease payments 3,748 1,230 Less imputed interest (1,247 ) (74 ) Total lease liability $ 2,501 $ 1,156 Property taxes On March 3, 2022, the Company paid $6.1 million to Stanislaus County for property taxes past due. 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. 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 and the Company recorded these fees based on the court order. On May 6, 2022 the parties settled the dispute for $4.8 million by entering into a settlement agreement. |
Aemetis Biogas LLC - Series A P
Aemetis Biogas LLC - Series A Preferred Financing and Variable Interest Entity | 3 Months Ended |
Mar. 31, 2022 | |
Stockholders' Deficit: | |
Biogas Llc - Series A Preferred Financing | 6. Aemetis 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 March 31, 2022, 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 March 31, 2022 and December 31, 2021 based on the evaluation of the other conditions included in the agreement. For the three months ended March 31, 2021, ABGL issued 626,000 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 $3.7 million and $3.2 million, and long-term liabilities of $47.7 million and $45.0 million as of March 31, 2022 and December 31, 2021, 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 as of March 31, 2022 were $49.7 million primarily related to biodigesters at two dairies and a pipeline which serve as collateral for the Series A Preferred Unit totaling $51.4 million. The Series A Preferred Units are not collateralized by any other assets or guarantees from Aemetis or its subsidiaries. |
StockBased Compensation
StockBased Compensation | 3 Months Ended |
Mar. 31, 2022 | |
StockBased Compensation | |
Stock Based Compensation | 7. Stock-Based Compensation 2019 Stock 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 shares of common stock. With the approval of the 2019 Stock Plan, the Zymetis 2006 Stock Plan, and Amended and Restated 2007 Stock Plan ( collectively, the “Stock Plans” ) are terminated for granting any options under either plan. However, any options granted before the 2019 Stock Plan approved will remain outstanding and can be exercised, and any expired options will be available to grant under the 2019 Stock Plan. During the year ended December 31, 2021, 120,000 restricted stock awards and 1,140,000 stock option grants were issued and approved by the Company’s board of directors (“Board”) for employees and directors under the 2019 Stock Plan with 10-year terms and vesting terms ranging from immediately to 3 years. In January 2022, the company issued 932,800 incentive stock option for employees under the 2019 Stock Plan. In addition, 60,300 restricted stock award grants, with a fair value on date of grant of $11.31 per award, were issued to the Board. Common Stock Reserved for Issuance The following is a summary of awards granted under the Stock Plans: Shares Available for Grant Number of Shares Outstanding Weighted-Average Exercise Price Balance as of December 31, 2021 142 3,763 $ 2.29 Authorized 1,338 - - Options Granted (939 ) 939 11.31 RSAs Granted (60 ) - - Exercised - (263 ) 0.89 Forfeited/expired 20 (20 ) 10.96 Balance as of March 31, 2022 501 4,419 $ 4.25 As of March 31, 2022, there were 2.3 million options vested under the Stock Plans. Stock-based compensation for employees Stock-based compensation is accounted for in accordance with the provisions of ASC 718 Compensation-Stock Compensation 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. Under ASU 2016-09 Improvements to Employee Share-Based Payments Accounting During the three months ended March 31, 2022 and 2021, the company granted 932,800 and 945,000 options, respectively. The weighted average fair value calculations for the options granted during these periods are based on the following assumptions: Description For the three months ended March 31, 2022 2021 Dividend-yield 0 0 % Risk-free interest rate 1.66 0.70 % Expected volatility 113.45 % 97.45 % Expected life (years) 7.00 6.51 Market value per share on grant date $ 11.31 $ 3.09 Fair value per option on grant date $ 9.89 $ 2.44 As of March 31, 2022, the Company had $12.0 million of total unrecognized compensation expense for employees, which the Company will amortize over the 2.6 years of weighted average remaining term. |
Outstanding Warrants
Outstanding Warrants | 3 Months Ended |
Mar. 31, 2022 | |
Outstanding Warrants | |
Outstanding Warrants | 8. Outstanding Warrants The weighted average fair value calculations for warrants granted are based on the following weighted average assumptions: Description For the three months ended March 31, 2022 2021 Dividend-yield 0 % 0 % Risk-free interest rate 1.45 % 0.12 % Expected volatility 139.55 % 150.17 % Expected life (years) 4 2 Exercise price per warrant $ 13.33 $ 0.01 Market value per share on grant date $ 13.06 $ 2.49 Fair value per warrant on grant date $ 11.01 $ 2.48 A summary of historical warrant activity follows: Warrants Outstanding & Exercisable Weighted - Average Exercise Price Average Remaining Term in Years 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 Granted 413 13.33 Exercised (113 ) 0.01 Outstanding March 31, 2022 355 $ 15.92 8.24 All of the above outstanding warrants are vested and exercisable as of March 31, 2022. As of March 31, 2022 and 2021, the Company had no unrecognized compensation expense related to warrants, respectively. |
Agreements
Agreements | 3 Months Ended |
Mar. 31, 2022 | |
Agreements | |
Agreements | 9. Agreements Working Capital Arrangement. As of March 31, 2022 and December 31, 2021, Aemetis had prepayments to J.D. Heiskell of $1.5 million and $4.0 million, respectively. The J.D. Heiskell sales and purchases activity associated with the J.D. Heiskell Purchase Agreement and J.D. Heiskell Procurement Agreement during the three months ended March 31, 2022 and 2021 were as follows: As of and for the three months e nded March 31, 2022 2021 Wet distiller's grains sales $ 11,517 $ 11,035 Corn oil sales 2,338 1,042 Corn purchases 44,009 37,993 Accounts receivable 116 133 Accounts payable 508 415 Ethanol and Wet Distillers Grains Marketing Arrangement. Sales to our ethanol marketing partners were $37.9 million and $29.9 million during the three months ended March 31, 2022 and 2021. Accounts receivable associated with our marketing partners was $0.4 million and $1.2 million as of March 31, 2022 and December 31, 2021. For the three months ended March 31, 2022 and 2021, the Company expensed marketing costs of $0.7 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. As of March 31, 2022 and 2021, the Company has no forward sales commitments. |
Segment Information
Segment Information | 3 Months Ended |
Mar. 31, 2022 | |
Segment Information | |
Segment Information | 10. 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 Keyes Plant, 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, and the research and development facility in Minnesota. Refer to the “All Other” category. Summarized financial information by reportable segment for the three months ended March 31, 2022 and 2021 follows: For the three months year ended March 31, 2022 California Ethanol Dairy Renewable Natural Gas India Biodiesel All other Total Revenues from external customers $ 52,041 $ - $ 8 $ - $ 52,049 Intersegment revenues - 335 - - 335 Gross profit (loss) (2,880 ) (207 ) 8 (6 ) (3,085 ) Interest expense 4,194 4 - 237 4,435 Accretion and other expenses of Series A preferred units - 1,640 - - 1,640 Capital expenditures 1,803 5,449 67 2,140 9,459 Depreciation 1,011 146 168 11 1,336 Total Assets 65,579 47,830 10,171 42,906 166,486 For the three months year ended March 31, 2021 California Ethanol Dairy Renewable Natural Gas India Biodiesel All other Total Revenues from external customers $ 42,328 $ - $ 479 $ - $ 42,807 Intersegment revenues - 41 - - 41 Gross loss (3,131 ) (412 ) (55 ) (10 ) (3,608 ) Interest expense 4,910 3 - 1,052 5,965 Accretion and other expenses of Series A preferred units - 1,943 - - 1,943 Capital expenditures 8 4,392 117 2,043 6,560 Depreciation 1,052 142 184 8 1,386 Total Assets 76,452 27,814 12,306 27,161 143,733 A reconciliation of reportable segment revenues to consolidated totals for the three months ended March 31, 2022 and 2021 follow: 2022 2021 Total revenues for reportable segments $ 52,384 $ 42,848 Elmination of intersegment revenues (335 ) (41 ) Total consolidated revenues $ 52,049 $ 42,807 California Ethanol: Dairy Renewable Natural Gas: |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2022 | |
Related Party Transactions | |
Related Party Transactions | 11. Related Party Transactions The Company owes Eric McAfee, the Company’s Chairman and CEO, and McAfee Capital LLC (“McAfee Capital”), owned by Eric McAfee, $0.2 million in connection with employment agreements and expense reimbursements previously accrued as salaries expense and accrued liabilities. 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 March 31, 2022, $0.1 million remained as a prepaid expense. On November 4, 2021, the Audit Committee of the Company approved a guarantee fee of $0.4 million. The balance of $0.2 million and $0.3 million, for guaranty fees, remained as an accrued liability as of March 31, 2022 and December 31, 2021, 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 Capital’s extension of certain guarantees of the Company’s indebtedness with Third Eye Capital. The Company paid this fee by issuing 180,000 shares of common stock of the Company. The Company owes various members of the Board amounts totaling $0.2 million as of March 31, 2022 and December 31, 2021, for each period, in connection with board compensation fees, which are included in accounts payable on the balance sheet. For the three months ended March 31, 2022 and 2021, the Company expensed $0.1 million respectively, in connection with board compensation fees. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2022 | |
Subsequent Events | |
Subsequent Events | 12. Subsequent Events Third Eye Capital Limited Waiver and Amendment No. 23 On May 11, 2022, Third Eye Capital agreed to the Limited Waiver and Amendment No. 23 to the Note Purchase Agreement (“Amendment No. 23”) to: (i) provide for a waiver of the ratio of note indebtedness covenant for the quarter ended March 31, 2023 and (ii) provide for a waiver of the unfunded capital expenditures covenant for the quarter ended March 31, 2022 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 $0.1 million. |
Management's Plan
Management's Plan | 3 Months Ended |
Mar. 31, 2022 | |
Management's Plan | |
Management's Plan | 13. Management's Plan The accompanying financial statements have been prepared contemplating the realization of assets and satisfaction of liabilities in the normal course of business. 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 meet its obligations during the next twelve months, the Company will need to either refinance the Company's debt or receive the continued cooperation of its senior lender. This dependence on the senior lender raises substantial doubt about the Company's ability to continue as a going concern. 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 debt 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 Kakinada Plant, we plan to develop sales channels for domestic products as the costs of feedstock normalize against the price of diesel, as recently announced governmental incentives take effect to promote the blending of biodiesel, and as feedstocks such as refined animal tallow are used domestically and exported. Additionally, we are in the process of obtaining approval to export refined animal tallow and biodiesel produced using animal tallow into international markets as the use of refined animal tallow received approval from the Pollution Control Board of India for production of biodiesel. The acquisition of land and equipment to refine crude animal tallow is underway. 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) | 3 Months Ended |
Mar. 31, 2022 | |
Nature of Activities and Summary of Significant Accounting Policies | |
Nature Of Activities | 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 natural gas, 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 the process of being commissioned, a key first step in the electrification of the Keyes Plant. 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. 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 dairy renewable natural gas (“RNG”). Upon receiving the bio-methane from the dairies, impurities are removed, and the bio-methane is converted to negative carbon intensity RNG that will either be injected into the statewide PG&E gas utility pipeline, supplied as compressed RNG that will service local trucking fleets, or used as renewable process energy at the Keyes Plant. Our Dairy Renewable Natural Gas segment, comprised of ABGL, has completed Phase 1 of our California biogas digester network and pipeline system that converts waste dairy methane gas into RNG, including two operational dairies and seven miles of pipeline. ABGL is now executing Phase 2 construction with the completion of sixteen miles of pipeline and the commissioning of the biogas-to-RNG upgrade unit at the Keyes Plant as well as beginning construction of additional dairy digesters. Our “Carbon Zero” biofuels production plants are 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. We also own and operate a production facility on the East Coast of India (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. All intercompany balances and transactions have been eliminated in consolidation. The accompanying consolidated condensed balance sheet as of March 31, 2022, the consolidated condensed statements of operations and comprehensive (loss) for the three months ended March 31, 2022 and 2021, the consolidated condensed statements of cash flows for the three months ended March 31, 2022 and 2021, and the consolidated condensed statements of stockholders’ deficit for the three months ended March 31, 2022 and 2021 are unaudited. The consolidated condensed balance sheet as of December 31, 2021 was derived from the 2021 audited consolidated financial statements and notes thereto. The consolidated condensed financial statements in this report should be read in conjunction with the 2021 audited consolidated financial statements and notes thereto included in the Company’s annual report on Form 10-K for the year ended December 31, 2021. The accompanying consolidated condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. In the opinion of Company’s management, the unaudited interim consolidated condensed financial statements as of and for the three months ended March 31, 2022 and 2021 have been prepared on the same basis as the audited consolidated statements as of and for the year ended December 31, 2021 and reflect all adjustments, consisting primarily of normal recurring adjustments, necessary for the fair presentation of its statement of financial position, results of operations and cash flows. The results of operations for the three months ended March 31, 2022 are not necessarily indicative of the operating results for any subsequent quarter, for the full fiscal year or any future periods. |
Use Of Estimates | Use of Estimates |
Revenue Recognition | Revenue Recognition California Ethanol: The below table shows our sales in California Ethanol by product category: For the three months ended March 31, 2022 2021 Ethanol sales $ 37,896 $ 29,920 Wet distiller's grains sales 11,517 11,035 Other sales 2,627 1,373 $ 52,041 $ 42,328 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 certain 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, we signed a biofuels offtake agreement with Murex, LLC, and beginning on October 1, 2021 we 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 are 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 and, corn oil, upon trucks leaving 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 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. We have 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. Dairy Renewable Natural Gas: India Biodiesel: The below table shows our sales in India Biodiesel by product category: For the three months ended March 31, 2022 2021 Biodiesel sales $ - $ 358 Refined glycerin sales - 116 Other sales 8 5 $ 8 $ 479 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 when we enter into in these situations. Hence, we are the principal in India sales scenarios where our customer and vendor may be the same. |
Cost Of Goods Sold | Cost of Goods Sold |
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 in the allowances for doubtful accounts as of March 31, 2022 and December 31, 2021, 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 Measurements, |
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 $0.8 million from the CDFA 2020 grant program as of March 31, 2022, as reimbursement for actual costs incurred. Due to the uncertainty associated with the approval process under the grant program, the Company recognized the grant as a reduction of 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. |
U.s. Department Of Food And Agriculture Forest Service Grant | U.S. Department of Food and Agriculture Forest Service Grant. |
California Energy Commission Grant For Solar Microgrid, Dsc And Battery Backup System | California Energy Commission Grant for Solar Microgrid, DSC and Battery Backup System. |
Basic And Diluted Net Loss Per Share | Basic and Diluted Net Loss per Share. The following table shows the number of potentially dilutive shares excluded from the diluted net loss per share calculation as of March 31, 2022 and 2021: As of March 31, 2022 March 31, 2021 Series B preferred (post split basis) 127 132 Common stock options and warrants 4,774 5,080 Debt with conversion feature at $30 per share of common stock 1,223 1,286 Total number of potentially dilutive shares excluded from the diluted net (loss) per share calculation 6,124 6,498 |
Comprehensive Income (loss) | Comprehensive Income (Loss). Comprehensive Income (Loss) |
Foreign Currency Translation/transactions | Foreign Currency Translation/Transactions. |
Segments | Segments. The “California Ethanol” reportable segment includes the Company’s 65 million gallon per year Keyes plant and the adjacent land leased for the production of CO₂. The “Dairy Renewable Natural Gas” reportable segment include, 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 in Kansas and the research and development facility in Minnesota. Refer to the “All Other” category. |
Share-Based Compensation | Share-Based Compensation Stock Compensation |
Fair Value Of Financial Instruments | Fair Value of Financial Instruments. |
Commitments And Contingencies | Commitments and Contingencies. Contingencies |
Convertible Instruments | Convertible Instruments |
Debt Modification Accounting | Debt Modification Accounting Debt–Modification and Extinguishments For a complete summary of the Company’s significant accounting policies, please refer to the Company’s audited financial statements and notes thereto for the years ended December 31, 2021 and 2020 included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 10, 2022. |
Nature of Activities and Summ_3
Nature of Activities and Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Nature of Activities and Summary of Significant Accounting Policies | |
Schedule Of America By Product Category | As of March 31, 2022 March 31, 2021 Series B preferred (post split basis) 127 132 Common stock options and warrants 4,774 5,080 Debt with conversion feature at $30 per share of common stock 1,223 1,286 Total number of potentially dilutive shares excluded from the diluted net (loss) per share calculation 6,124 6,498 |
Schedule Of Dilutive Securities | For the three months ended March 31, 2022 2021 Ethanol sales $ 37,896 $ 29,920 Wet distiller's grains sales 11,517 11,035 Other sales 2,627 1,373 $ 52,041 $ 42,328 For the three months ended March 31, 2022 2021 Biodiesel sales $ - $ 358 Refined glycerin sales - 116 Other sales 8 5 $ 8 $ 479 |
Inventories (Tables)
Inventories (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Inventories | |
Schedule Of Inventories | As of March 31, 2022 December 31, 2021 Raw materials $ 1,057 $ 727 Work-in-progress 1,907 2,083 Finished goods 1,896 2,316 Total inventories $ 4,860 $ 5,126 |
Property Plant and Equipment (T
Property Plant and Equipment (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Property Plant and Equipment | |
Schedule Of Property, Plant And Equipment | As of March 31, 2022 December 31, 2021 Land $ 6,177 $ 4,082 Plant and buildings 96,878 97,110 Furniture and fixtures 1,359 1,334 Machinery and equipment 5,273 5,294 Tenant improvements 31 - Construction in progress 65,383 55,859 Property held for development 15,437 15,437 Finance lease right of use assets 2,317 2,317 Total gross property, plant & equipment 192,855 181,433 Less accumulated depreciation (47,632 ) (46,332 ) Total net property, plant & equipment $ 145,223 $ 135,101 |
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) | 3 Months Ended |
Mar. 31, 2022 | |
Debt | |
Schedule Of Debt | March 31, 2022 December 31, 2021 Third Eye Capital term notes $ 7,071 $ 7,095 Third Eye Capital revolving credit facility 59,524 75,980 Third Eye Capital revenue participation term notes 11,875 11,915 Third Eye Capital acquisition term notes 26,399 26,461 Third Eye Capital Fuels Revolving Line 8,741 - Third Eye Capital Carbon Revolving Line 22,096 - Cilion shareholder seller notes payable 6,668 6,619 Subordinated notes 14,321 14,304 EB-5 promissory notes 40,829 40,692 Term loans on capital expenditures 5,699 5,701 Total debt 203,223 188,767 Less current portion of debt 23,164 22,778 Total long term debt $ 180,059 $ 165,989 |
Maturities Of Long-term Debt | Three months ended March 31, Debt Repayments 2022 $ 23,164 2023 139,961 2024 17,598 2025 26,951 2026 945 There after 1,407 Total debt 210,026 Debt issuance costs (6,803 ) Total debt, net of debt issuance costs $ 203,223 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Commitments and Contingencies | |
Schedule Of Lease Expense And Sublease Income | Three Months ended March 31, 2022 2021 Operating lease cost Operating lease expense $ 189 $ 204 Short term lease expense 27 39 Variable lease expense 23 33 Total operating lease cost $ 239 $ 276 Finance lease cost Amortization of right-of-use assets $ 63 $ 55 Interest on lease liabilities 19 21 Total finance lease cost $ 82 $ 76 |
Cash Paid For Amounts Included In The Measurement Of Lease Liabilities | Three Months ended March 31, 2022 2021 Operating cash flows used in operating leases $ 164 $ 167 Operating cash flows used in finance leases 19 21 Financing cash flows used in finance leases 132 124 |
Supplemental Non-cash Flow Information Related To Right-of-use Asset And Lease Liabilities | Three Months ended March 31, 2022 2021 Operating leases Accretion of the lease liability $ 87 $ 99 Amortization of right-of-use assets 103 105 Weighted Average Remaining Lease Term Operating leases 6.1 years Finance leases 2.1 years Weighted Average Discount Rate Operating leases 14.0 % Finance leases 6.2 % |
Supplemental Balance Sheet Information | March 31, 2022 December 31, 2021 Operating leases Operating lease right-of-use assets $ 2,359 $ 2,462 Current portion of operating lease liability 245 260 Long term operating lease liability 2,256 2,318 Total operating lease liabilities 2,501 2,578 Finance leases Property and equipment, at cost $ 2,317 $ 2,317 Accumulated depreciation (439 ) (376 ) Property and equipment, net 1,878 1,941 Other current liability 560 550 Other long term liabilities 596 720 Total finance lease liabilities 1,156 1,270 |
Maturities Of Operating And Finance Lease Liabilities | Year ended March 31, Operating leases Finance leases 2023 $ 573 $ 611 2024 577 528 2025 595 77 2026 612 14 2027 631 - There after 760 - Total lease payments 3,748 1,230 Less imputed interest (1,247 ) (74 ) Total lease liability $ 2,501 $ 1,156 |
StockBased Compensation (Tables
StockBased Compensation (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
StockBased 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, 2021 142 3,763 $ 2.29 Authorized 1,338 - - Options Granted (939 ) 939 11.31 RSAs Granted (60 ) - - Exercised - (263 ) 0.89 Forfeited/expired 20 (20 ) 10.96 Balance as of March 31, 2022 501 4,419 $ 4.25 |
Schedule Of Weighted Average Fair Value Calculations For Options | Description For the three months ended March 31, 2022 2021 Dividend-yield 0 0 % Risk-free interest rate 1.66 0.70 % Expected volatility 113.45 % 97.45 % Expected life (years) 7.00 6.51 Market value per share on grant date $ 11.31 $ 3.09 Fair value per option on grant date $ 9.89 $ 2.44 |
Outstanding Warrants (Tables)
Outstanding Warrants (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Outstanding Warrants | |
Weighted Average Assumptions | Description For the three months ended March 31, 2022 2021 Dividend-yield 0 % 0 % Risk-free interest rate 1.45 % 0.12 % Expected volatility 139.55 % 150.17 % Expected life (years) 4 2 Exercise price per warrant $ 13.33 $ 0.01 Market value per share on grant date $ 13.06 $ 2.49 Fair value per warrant on grant date $ 11.01 $ 2.48 |
Schedule Of Warrant Activity | Warrants Outstanding & Exercisable Weighted - Average Exercise Price Average Remaining Term in Years 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 Granted 413 13.33 Exercised (113 ) 0.01 Outstanding March 31, 2022 355 $ 15.92 8.24 |
Agreements (Tables)
Agreements (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Agreements | |
Schedule Of Working Capital Agreement Activity | As of and for the three months e nded March 31, 2022 2021 Wet distiller's grains sales $ 11,517 $ 11,035 Corn oil sales 2,338 1,042 Corn purchases 44,009 37,993 Accounts receivable 116 133 Accounts payable 508 415 |
Segment Information (Tables)
Segment Information (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Segment Information | |
Schedule Of Segment Information | For the three months year ended March 31, 2022 California Ethanol Dairy Renewable Natural Gas India Biodiesel All other Total Revenues from external customers $ 52,041 $ - $ 8 $ - $ 52,049 Intersegment revenues - 335 - - 335 Gross profit (loss) (2,880 ) (207 ) 8 (6 ) (3,085 ) Interest expense 4,194 4 - 237 4,435 Accretion and other expenses of Series A preferred units - 1,640 - - 1,640 Capital expenditures 1,803 5,449 67 2,140 9,459 Depreciation 1,011 146 168 11 1,336 Total Assets 65,579 47,830 10,171 42,906 166,486 For the three months year ended March 31, 2021 California Ethanol Dairy Renewable Natural Gas India Biodiesel All other Total Revenues from external customers $ 42,328 $ - $ 479 $ - $ 42,807 Intersegment revenues - 41 - - 41 Gross loss (3,131 ) (412 ) (55 ) (10 ) (3,608 ) Interest expense 4,910 3 - 1,052 5,965 Accretion and other expenses of Series A preferred units - 1,943 - - 1,943 Capital expenditures 8 4,392 117 2,043 6,560 Depreciation 1,052 142 184 8 1,386 Total Assets 76,452 27,814 12,306 27,161 143,733 |
Schedule Of Reconciliation Of Reportable Segment | 2022 2021 Total revenues for reportable segments $ 52,384 $ 42,848 Elmination of intersegment revenues (335 ) (41 ) Total consolidated revenues $ 52,049 $ 42,807 |
Nature of Activities and Summ_4
Nature of Activities and Summary of Significant Accounting Policies (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Sales | $ 52,049 | $ 42,807 |
California [Member] | ||
Sales | 52,041 | 42,328 |
California [Member] | Ethanol Sales | ||
Sales | 37,896 | 29,920 |
California [Member] | Wet distiller's grains sales | ||
Sales | 11,517 | 11,035 |
California [Member] | Other Sales Member | ||
Sales | $ 2,627 | $ 1,373 |
Nature of Activities and Summ_5
Nature of Activities and Summary of Significant Accounting Policies (Details 1) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Sales | $ 52,049,000 | $ 42,807,000 |
India Biodiesel | ||
Sales | 8,000 | 479,000 |
Biodiesel sales | India Biodiesel | ||
Sales | 0 | 358 |
Refined Glycerin sales | India Biodiesel | ||
Sales | 0 | 116 |
Other sales | India Biodiesel | ||
Sales | $ 8 | $ 5 |
Nature of Activities and Summ_6
Nature of Activities and Summary of Significant Accounting Policies (Details 2) - shares | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Total Number Of Potentially Dilutive Shares Excluded From The Basic And Diluted Net Loss Per Share Calculation (in Thousands) | 6,124 | 6,498 |
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) | 127 | 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) | 4,774 | 5,080 |
Debt with conversion feature at $30 per share of common stock | ||
Total Number Of Potentially Dilutive Shares Excluded From The Basic And Diluted Net Loss Per Share Calculation (in Thousands) | 1,223 | 1,286 |
Nature of Activities and Summ_7
Nature of Activities and Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | ||
Oct. 31, 2020 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Awarded Grants | $ 8,000,000 | |||
Contributions | 1,550,000 | |||
Allowance For Doubtful Accounts Receivable | 1,400,000 | $ 1,400,000 | ||
Reimbursement For Actual Costs Incurred | 1,467,000 | $ 1,191,000 | ||
Other Long-term Liabilities | 2,331,000 | 2,454,000 | ||
Accounts Receivable [Member] | ||||
Reimbursement For Actual Costs Incurred | 73,000 | |||
India | ||||
Gallon Per Year | 50,000,000 | |||
Keyes Plant [Member] | ||||
Gallon Per Year | 65,000,000 | |||
Kakinada Plant One [Member] | ||||
Gallon Per Year | 50,000,000 | |||
Nameplate Capacity | 150,000 | |||
US DFAFSG [Member] | ||||
Awarded Grants | 245,000 | |||
CEC-LCFPP [Member] | ||||
Awarded Grants | 4,200,000 | |||
Reimbursement For Actual Costs Incurred | 2,900,000 | |||
CDFA [Member] | ||||
Awarded Grants | $ 7,800,000 | 3,200,000 | ||
Reimbursement For Actual Costs Incurred | $ 800,000 | |||
CEC-LCAEGP [Member] | ||||
Awarded Grants | 5,000,000 | |||
Contributions | 7,900,000 | |||
Actual Expenses | 5,000,000 | |||
Capital Expenditures | 1,700,000 | |||
Other Long-term Liabilities | $ 170,000 | $ 1,700,000 |
Inventories (Details)
Inventories (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Inventories | ||
Raw Materials | $ 1,057 | $ 727 |
Work-in-progress | 1,907 | 2,083 |
Finished Goods | 1,896 | 2,316 |
Total Inventories | $ 4,860 | $ 5,126 |
Inventories (Details Narrative)
Inventories (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Inventories | ||
Lower Cost Of Market Impairment | $ 9,190,000 | $ 0 |
Property Plant and Equipment (D
Property Plant and Equipment (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Property Plant and Equipment | ||
Land | $ 6,177 | $ 4,082 |
Plant And Buildings | 96,878 | 97,110 |
Furniture And Fixtures | 1,359 | 1,334 |
Machinery And Equipment | 5,273 | 5,294 |
Tenant Improvements | 31 | 0 |
Construction In Progress | 65,383 | 55,859 |
Property Held For Development | 15,437 | 15,437 |
Finance Lease Right Of Use Assets | 2,317 | 2,317 |
Total Gross Property, Plant & Equipment | 192,855 | 181,433 |
Less Accumulated Depreciation | (47,632) | (46,332) |
Total Net Property, Plant & Equipment | $ 145,223 | $ 135,101 |
Property Plant and Equipment _2
Property Plant and Equipment (Details 1) | 3 Months Ended |
Mar. 31, 2022 | |
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 | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Property Plant and Equipment | ||
Interest Capitalized In Property | $ 2.1 | $ 0.6 |
Depreciation Expense | $ 1.3 | $ 1.4 |
Debt (Details)
Debt (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Total Debt | $ 203,223,000 | $ 188,767,000 |
Less Current Portion Of Debt | 23,164,000 | 22,778,000 |
Total Long Term Debt | 180,059,000 | 165,989,000 |
Acquisition Term Notes Member | Senior Debt | ||
Total Debt | 26,399,000 | 26,461,000 |
Capital Fuels Revolving Line | Senior Debt | ||
Total Debt | 8,741 | 0 |
Senior Debt-TEC | Revolving Credit Facility | ||
Total Debt | 59,524,000 | 75,980,000 |
Cilion [Member] | Subordinated Debt [Member] | ||
Total Debt | 6,668,000 | 6,619,000 |
Subordinated Notes | ||
Total Debt | 14,321,000 | 14,304,000 |
EB-5 Promissory Notes | ||
Total Debt | 40,829,000 | 40,692,000 |
Capital Carbon Revolving Line | ||
Total Debt | 22,096,000 | 0 |
Term Loan on Equipment Purchase | ||
Total Debt | 5,699,000 | 5,701,000 |
Promissory Notes [Member] | Senior Debt | ||
Total Debt | 0 | |
Promissory Notes [Member] | Senior Debt-TEC | ||
Total Debt | 7,071,000 | 7,095,000 |
Revenue Participation Term Notes | Senior Debt | ||
Total Debt | $ 11,875,000 | $ 11,915,000 |
Debt (Details 1)
Debt (Details 1) $ in Thousands | Mar. 31, 2022USD ($) |
Three Months Ended March 31, | |
2022 | $ 23,164 |
2023 | 139,961 |
2024 | 17,598 |
2025 | 26,951 |
2026 | 945 |
Thereafter | 1,407 |
Total Debt | 210,026 |
Debt Issuance Costs | (6,803) |
Total Debt, Net Of Debt Issuance Costs | $ 203,223 |
Debt (Details Narrative)
Debt (Details Narrative) - USD ($) | Aug. 09, 2021 | Mar. 14, 2021 | Mar. 06, 2020 | Mar. 31, 2022 | Mar. 31, 2021 | Mar. 08, 2022 | Mar. 02, 2022 | Dec. 31, 2021 | Nov. 05, 2021 | Feb. 27, 2019 |
Debt Instrument Face Amount | $ 5,000,000 | |||||||||
Total Proceeds | 600,000 | $ 300,000 | ||||||||
Principal And Interest Outstanding Net | 10,000,000 | $ 22,100,000 | ||||||||
Unamortized Debt Issuance Cost | $ 3,000,000 | |||||||||
Warrants Exercisable | $ 13.33 | $ 0.01 | ||||||||
Debt Extinguishment Loss | $ (681,000) | $ 0 | ||||||||
Net Of Debt Issuance | 203,223,000 | $ 188,767,000 | ||||||||
Net And The Related Liability | 14,837,000 | 14,586,000 | ||||||||
Other Long Term Debt | 11,852,000 | 12,038,000 | ||||||||
McAfee [Member] | ||||||||||
Net Amount At Risk By Product And Guarantee, Net Amount At Risk | 8,000,000 | |||||||||
Promissory Notes [Member] | Senior Debt | ||||||||||
Net Of Debt Issuance | 0 | |||||||||
Revenue Participation Term Notes | Senior Debt | ||||||||||
Principal And Interest Outstanding Net | $ 11,900,000 | |||||||||
Maturity Period | Apr. 1, 2023 | |||||||||
Aggregate Loan Amount | $ 10,000,000 | |||||||||
Bears Interest Rate | 5.00% | |||||||||
Unamortized Debt Issuance Costs | $ 157,000 | |||||||||
Net Of Debt Issuance | 11,875,000 | 11,915,000 | ||||||||
Reserve Liquidity | Senior Debt | ||||||||||
Debt Instrument Face Amount | $ 40,000,000 | |||||||||
Debt Instruments Interest Rate | 30.00% | |||||||||
Revolving Credit Facility | ||||||||||
Debt Instrument Face Amount | $ 5,950,000 | |||||||||
Debt Instruments Interest Rate | 17.25% | |||||||||
Revolving Credit Facility Accrues Interest Rate | 13.75% | |||||||||
Unamortized Debt Issuance Cost | $ 1,400,000 | |||||||||
Acquisition Term Notes Member | Senior Debt | ||||||||||
Unamortized Debt Issuance Cost | $ 260,000 | |||||||||
Maturity Period | Apr. 1, 2023 | |||||||||
Debt Instruments Interest Rate | 14.25% | |||||||||
Revolving Credit Facility Accrues Interest Rate | 10.75% | |||||||||
Debt Instrument Fair Value, Loans Amount | $ 15,000,000 | |||||||||
Principal Outstanding | 26,400,000 | |||||||||
Redemption Fees | 7,500,000 | |||||||||
Net Of Debt Issuance | 26,399,000 | 26,461,000 | ||||||||
New Credit Facility | ||||||||||
Property Taxes | 6,100,000 | |||||||||
Senior Debt-TEC | Promissory Notes [Member] | ||||||||||
Debt Instrument Face Amount | $ 7,200,000 | |||||||||
Total Proceeds | $ 100,000 | |||||||||
Maturity Period | Apr. 1, 2023 | Apr. 1, 2022 | Apr. 1, 2023 | |||||||
Discount Issuance Costs | $ 97,000 | |||||||||
Debt Instrument Fee Amount | $ 300,000 | $ 100,000 | 8,700,000 | $ 100,000 | $ 100,000 | |||||
Extension Fee | 1.00% | 1.00% | ||||||||
Additional Borrowings First | $ 600,000 | |||||||||
Additional Borrowings Second | $ 700,000 | |||||||||
Exceed Capital Expenditures | 100,000 | |||||||||
Interest Rates | 14.00% | |||||||||
Principal And Interest Outstanding | $ 7,100,000 | |||||||||
Net Of Debt Issuance | $ 7,071,000 | 7,095,000 | ||||||||
Senior Debt-TEC | Reserve Liquidity Facility [Member] | ||||||||||
Maturity Period | Apr. 1, 2023 | |||||||||
Reserve Liquidity Facility After Reduction | $ 40,000,000 | |||||||||
Line Of Credit Facility, Increase (decrease), Net | $ 70,000,000 | |||||||||
Borrowed Interest Rate | 30.00% | |||||||||
Default Event | 40.00% | |||||||||
Non-refundable Fees Percentage | 2.00% | |||||||||
Non-refundable Fees | $ 50,000 | |||||||||
Senior Debt-TEC | Revolving Credit Facility | ||||||||||
Debt Amount | $ 18,000,000 | |||||||||
Repayment Of Revolving Line | $ 16,000,000 | |||||||||
Net Of Debt Issuance | 59,524,000 | 75,980,000 | ||||||||
Subordinated Notes | ||||||||||
Debt Instrument Face Amount | 900,000 | |||||||||
Principal And Interest Outstanding Net | 14,300,000 | 14,300,000 | ||||||||
Unamortized Debt Issuance Cost | $ 600,000 | |||||||||
Debt Instruments Interest Rate | 10.00% | |||||||||
Debt Instrument Fee | $ 90,000 | |||||||||
Debt Instrument Interest Rate | 10.00% | |||||||||
Exercise Price Per Share | $ 0.01 | |||||||||
Warrants Exercisable | $ 0.01 | |||||||||
Equity Financing | $ 2,500,000 | |||||||||
Debt Extinguishment Loss | $ 700,000 | |||||||||
Warrants To Purchase Common Stock Shares | 113,000 | |||||||||
Net Of Debt Issuance | $ 14,321,000 | $ 14,304,000 | ||||||||
Capital Revolving Credit Facility for Fuels and Carbon Lines | ||||||||||
Debt Instrument Face Amount | 22,100,000 | |||||||||
Unamortized Debt Issuance Cost | $ 2,000,000 | |||||||||
Aggregate Credit Facilities | $ 100,000,000 | |||||||||
Purchase Shares Of Common Stock | 50,000 | |||||||||
Exercise Price | $ 10.20 | |||||||||
Warrant Holders Purchase Of Common Stock | 250,000 | |||||||||
Warrant Exercise Price | $ 20 | |||||||||
Number Of Shares Issued To Existing Shareholders | 100,000 | |||||||||
Maturity Period | Mar. 1, 2025 | |||||||||
Description Of Rate Of Interest Per Annum | 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%). | |||||||||
Fuels Revolving Line | ||||||||||
Debt Instrument Face Amount | $ 8,700,000 | |||||||||
Debt Amount | $ 50 | |||||||||
Carbon Revolving Line | ||||||||||
Debt Amount | $ 50 | |||||||||
Cilion [Member] | ||||||||||
Debt Instrument Face Amount | $ 6,700,000 | |||||||||
Debt Instruments Interest Rate | 3.00% | |||||||||
Debt Instrument Fee | $ 250,000 | |||||||||
EB-5 Phase I Notes | ||||||||||
Debt Instrument Face Amount | 500,000 | |||||||||
Principal And Interest Outstanding Net | 36,000,000 | |||||||||
Remaining Funded To Escrow | 500,000 | |||||||||
Aggregate Principal Amount | 36,000,000 | |||||||||
Escrow Amount | 35,500,000 | |||||||||
Interest Outstanding | 4,100,000 | |||||||||
Investment Funds | $ 500,000 | |||||||||
Conversion Price | $ 30 | |||||||||
Accrued Interest Outstanding | $ 4,200,000 | |||||||||
Principal Funding Amount | 32,500,000 | |||||||||
Secunderabad Oils | ||||||||||
Debt Instrument Face Amount | $ 2,300,000 | |||||||||
Debt Instruments Interest Rate | 14.75% | |||||||||
Monthly Net Operating Profit Rate | 30.00% | |||||||||
GAFI Term loan and Revolving loan | ||||||||||
Debt Instrument Fee Amount | $ 15,000,000 | |||||||||
Debt Instruments Interest Rate | 10.00% | |||||||||
GAFI Term loan and Revolving loan | Minimum [Member] | ||||||||||
Loan Rate | 7.75% | |||||||||
GAFI Term loan and Revolving loan | Maximum [Member] | ||||||||||
Loan Rate | 12.00% | |||||||||
Financing Agreement for capital expenditures [Member] | ||||||||||
Net Of Debt Issuance | $ 5,700,000 | |||||||||
Net And The Related Liability | 500,000 | |||||||||
Other Long Term Debt | $ 5,200,000 | |||||||||
EB-5 Phase II Notes | ||||||||||
Debt Instruments Interest Rate | 3.00% | |||||||||
Debt Instrument Face Amount | $ 46,800,000 | |||||||||
Principal And Interest Outstanding Net | 4,000,000 | |||||||||
Remaining Funded To Escrow | 500,000 | |||||||||
Aggregate Principal Amount | 50,800,000 | |||||||||
Investment Funds | 500,000 | |||||||||
Increased Debt Insrument Face Amount | $ 900,000 | |||||||||
Due And Payable Term | 5 years | |||||||||
Principal Amount Per | $ 0.9 |
Commitments and Contingencies_2
Commitments and Contingencies (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Operating Lease Cost | ||
Short Term Lease Expense | $ 27 | $ 39 |
Operating Lease Expense | 189 | 204 |
Variable Lease Expense | 23 | 33 |
Total Operating Lease Cost | 239 | 276 |
Finance Lease Cost | ||
Amortization Of Right-of-use-assets | 63 | 55 |
Interest On Lease Liabilities | 19 | 21 |
Total Finance Lease Cost | $ 82 | $ 76 |
Commitments and Contingencies_3
Commitments and Contingencies (Details 1) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Commitments and Contingencies | ||
Operating Cash Flows Used In Operating Leases | $ 164 | $ 167 |
Operating Cash Flows Used In Finance Leases | 19 | 21 |
Financing Cash Flows Used In Finance Leases | $ 132 | $ 124 |
Commitments and Contingencies_4
Commitments and Contingencies (Details 2) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Commitments and Contingencies | |||
Accretion Of The Lease Liability | $ 87 | $ 99 | |
Amortization Of Right-of-use Assets | $ 103 | $ 105 | |
Weighted Average Remaining Lease Term | |||
Operating Leases | 6 years 1 month 6 days | ||
Finance Leases | 2 years 1 month 6 days | ||
Weighted Average Discount Rate | |||
Operating Leases | 14.00% | ||
Finance Leases | 6.20% | ||
Operating Leases | |||
Operating Lease Right-of-use Assets | $ 2,359 | $ 2,462 | |
Current Portion Of Operating Lease Liability | 245 | 260 | |
Long Term Operating Lease Liability | 2,256 | 2,318 | |
Total Operating Lease Liabilities | 2,501 | 2,578 | |
Finance Leases | |||
Property And Equipment, At Cost | 2,317 | 2,317 | |
Accumulated Depreciation | (439) | (376) | |
Property And Equipment, Net | 1,878 | 1,941 | |
Other Current Liability | 560 | 550 | |
Long Term Other Liability | 596 | 720 | |
Total Finance Lease Liabilities | $ 1,156 | $ 1,270 |
Commitments and Contingencies_5
Commitments and Contingencies (Details 3) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Commitments and Contingencies | ||
2023 | $ 573 | |
2024 | 577 | |
2025 | 595 | |
2026 | 612 | |
2027 | 631 | |
Thereafter | 760 | |
Total Lease Payments | 3,748 | |
Less: Imputed Interest | (1,247) | |
Total Operating Lease Liability | 2,501 | $ 2,578 |
2023 | 611 | |
2024 | 528 | |
2025 | 77 | |
2026 | 14 | |
2027 | 0 | |
Thereafter | 0 | |
Total Lease Payments | 1,230 | |
Less: Imputed Interest | (74) | |
Total Finance Lease Liability | $ 1,156 | $ 1,270 |
Commitments and Contingencies_6
Commitments and Contingencies (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | ||||
Mar. 31, 2022 | May 06, 2022 | Mar. 03, 2022 | Dec. 31, 2021 | Jul. 24, 2019 | |
StockBased Compensation | |||||
Remaining Term | 6 years 6 months | ||||
Initial Term | 12 years | ||||
Property Tax Accrual Amount | $ 6,100 | ||||
Settlement Aggrement, Amount | $ 4,800 | ||||
Fees And Costs | $ 6,200 | $ 6,200 | $ 6,200 |
Aemetis Biogas LLC - Series A_2
Aemetis Biogas LLC - Series A Preferred Financing and Variable Interest Entity (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |
Dec. 20, 2018 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Totaling Of Series A Preferred Stock Unit | $ 51,400,000 | |||
Total Assets Of Abgl Company | 49,700,000 | |||
Long-term Liabilities | 47,700,000 | $ 45,000,000 | ||
Preferred Units Redeemed Value | 300,000 | |||
Accretion Expense | 3,700,000 | 3,200,000 | ||
Preferred Units Issued Value | $ 3,100,000 | |||
Preferred Stock Unit | 626,000 | |||
Preferred Units Series A [Member] | Second Tranche [Member] | ||||
Stock Redeemed Or Called During Period Shares | 20,000 | 20,000 | ||
Reduced Redemption Shares | 20,000 | |||
Preferred Stock Unit | $ 89,700,000 | $ 300,000 | ||
Reduced Redemption Shares Amount | 14,000,000 | |||
Preferred Units Series A [Member] | First Tranche [Member] | ||||
Preferred Stock Amunt | $ 16,000,000 | |||
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 | |||
Preferred Units Series A [Member] | ||||
Preferred Stock Unit | 3,200,000 | |||
Conversion Of Common Stock Into Shares | 1,200,000 | |||
Redemption Unit Value | $ 3,000,000 | |||
Total Amount | $ 30,000,000 | |||
Shares Percentage | 75.00% | 75.00% | ||
Increases Payment Of Cash Flow | 100 | |||
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 | $ 900,000 | |||
Increases Conversion Of Common Stock Units | 5,000,000 | |||
Redemption Payments Increased Rate | 100.00% | |||
Initial Rate Free Cash Flows | 75.00% |
StockBased Compensation (Detail
StockBased Compensation (Details) | 3 Months Ended |
Mar. 31, 2022$ / sharesshares | |
StockBased Compensation | |
Shares Available For Grant, Beginning (in Thousands) | 142 |
Shares Available For Grant, Authorized (in Thousands) | 1,338,000 |
Shares Available For Grant, Option Granted (in Thousands) | (939,000) |
Shares Available For Grant, Rsas Granted (in Thousands) | (60,000) |
Shares Available For Grant, Forfeited/expired | 20,000 |
Shares Available For Grant, Ending (in Thousands) | 501,000 |
Number Of Outstanding, Beginning (in Thousands) | 3,763 |
Number Of Shares, Option Granted (in Thousands) | 939,000 |
Number Of Shares, Exercised (in Thousands) | (263,000) |
Number Of Shares, Forfeited/expired (in Thousands) | (20,000) |
Number Of Outstanding, Ending (in Thousands) | 4,419 |
Weighted Average Exercise Price Outstanding, Beginning | $ / shares | $ 2.29 |
Weighted Average Exercise Price, Option Granted | $ / shares | 11.31 |
Weighted Average Exercise Price, Exercised | $ / shares | 0.89 |
Weighted Average Exercise Price, Forfeited/expired | $ / shares | 10.96 |
Weighted Average Exercise Price Outstanding, Ending | $ / shares | $ 4.25 |
StockBased Compensation (Deta_2
StockBased Compensation (Details 1) - $ / shares | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Dividend-yield | 0.00% | 0.00% |
Risk-free Interest Rate | 1.45% | 0.12% |
Expected Volatility | 139.55% | 150.17% |
Expected Life (years) | 4 years | 2 years |
Stocks Option [Member] | ||
Dividend-yield | 0.00% | 0.00% |
Risk-free Interest Rate | 1.66% | 0.70% |
Expected Volatility | 113.45% | 97.45% |
Expected Life (years) | 7 years | 6 years 6 months 3 days |
Market Value Per Share On Grant Date | $ 11.31 | $ 3.09 |
Fair Value Per Option On Grant Date | $ 9.89 | $ 2.44 |
StockBased Compensation (Deta_3
StockBased Compensation (Details Narrative) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||
Jan. 31, 2022 | Apr. 29, 2019 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Restricted Stock Granted | 60,300 | ||||
Price Per Restricted Share | $ 11.31 | ||||
Options Granted | 932,800 | 932,800 | 945,000 | ||
Unrecognized Compensation Expense | $ 12 | ||||
Unrecognized Compensation Expense, Recognition Period | 2 years 7 months 6 days | ||||
Stock Option Shares | 177,246 | ||||
Common Stock, Shares Authorized (in Thousands) | 80,000,000 | 80,000,000 | |||
Shares Available For Grant, Granted (in Thousands) | (939,000) | ||||
2019 Stock Plan [Member] | |||||
Restricted Stock Granted | 120,000 | ||||
Unrecognized Compensation Expense | $ 2.3 | ||||
Common Stock, Shares Authorized (in Thousands) | 200,000 | ||||
Shares Available For Grant, Granted (in Thousands) | 1,140,000 | ||||
Vesting Terms | 3 years | ||||
Stock Plan Term | 10 years |
Outstanding Warrants (Details)
Outstanding Warrants (Details) - $ / shares | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Outstanding Warrants | ||
Dividend Yield | 0.00% | 0.00% |
Risk-free Interest Rate | 1.45% | 0.12% |
Expected Volatility | 139.55% | 150.17% |
Expected Life (years) | 4 years | 2 years |
Exercise Price Per Warrant | $ 13.33 | $ 0.01 |
Market Value Per Share On Grant Date | 13.06 | 2.49 |
Fair Value Per Share On Grant Date | $ 11.01 | $ 2.48 |
Outstanding Warrants (Details 1
Outstanding Warrants (Details 1) - $ / shares | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Number Of Warrants Granted | 939,000 | ||
Weighted Average Exercise Price Outstanding, Ending | $ 4.25 | $ 2.29 | |
Weighted Average Exercise Price Granted | 11.31 | ||
Weighted Average Exercise Price Exercised | $ 0.89 | ||
Warrants | |||
Number Of Outstanding, Ending | 355 | 55 | 95 |
Number Of Warrants Granted | 413 | 292 | |
Number Of Warrants Exercised | (113) | (332) | |
Weighted Average Exercise Price Outstanding, Ending | $ 15.92 | $ 2.59 | $ 2.59 |
Weighted Average Exercise Price Granted | 13.33 | 0.01 | |
Weighted Average Exercise Price Exercised | $ 0.01 | $ 0.32 | |
Weighted Average Remaining Contractual Life (in Years) Outstanding, Ending | 8 years 2 months 26 days | 3 years 11 months 12 days | 4 years 11 months 12 days |
Agreements (Details)
Agreements (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Agreements (Details) | ||
Wet Distiller's Grains Sales | $ 11,517 | $ 11,035 |
Corn Oil Sales | 2,338 | 1,042 |
Corn Purchases | 44,009 | 37,993 |
Accounts Receivable | 116 | 133 |
Accounts Payable | $ 508 | $ 415 |
Agreements (Details Narrative)
Agreements (Details Narrative) - USD ($) | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Marketing Costs | $ 700,000 | $ 700,000 | |
J. D. Heiskell [Member] | |||
Prepayments | 1,500,000 | $ 4,000,000 | |
Accounts Receivable | 400,000 | $ 1,200,000 | |
Marketing Costs | $ 29,900,000 | $ 37,900,000 |
Segment Information (Details)
Segment Information (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Sales | $ 52,049 | $ 42,807 | |
Intersegment Revenues | 335 | 41 | |
Gross Profit (loss) | (3,085) | (3,608) | |
Interest Expense | 4,435 | 5,965 | |
Accretion And Other Expenses Of Series A Preferred Units | 1,640 | 1,943 | |
Capital Expenditures | 9,459 | 6,560 | |
Depreciation | 1,336 | 1,386 | |
Total Assets | 166,486 | 143,733 | $ 160,831 |
India Biodiesel | |||
Sales | 8 | 479 | |
Intersegment Revenues | 0 | 0 | |
Gross Profit (loss) | 8 | (55) | |
Interest Expense | 0 | 0 | |
Accretion And Other Expenses Of Series A Preferred Units | 0 | 0 | |
Capital Expenditures | 67 | 117 | |
Depreciation | 168 | 184 | |
Total Assets | 10,171 | 12,306 | |
California Ethanol | |||
Sales | 52,041 | 42,328 | |
Intersegment Revenues | 0 | 0 | |
Gross Profit (loss) | (2,880) | (3,131) | |
Interest Expense | 4,194 | 4,910 | |
Accretion And Other Expenses Of Series A Preferred Units | 0 | 0 | |
Capital Expenditures | 1,803 | 8 | |
Depreciation | 1,011 | 1,052 | |
Total Assets | 65,579 | 76,452 | |
Dairy Renewable Natural Gas | |||
Sales | 0 | 0 | |
Intersegment Revenues | 335 | 41 | |
Gross Profit (loss) | (207) | (412) | |
Interest Expense | 4 | 3 | |
Accretion And Other Expenses Of Series A Preferred Units | 1,640 | 1,943 | |
Capital Expenditures | 5,449 | 4,392 | |
Depreciation | 146 | 142 | |
Total Assets | 47,830 | 27,814 | |
All Others | |||
Sales | 0 | 0 | |
Intersegment Revenues | 0 | 0 | |
Gross Profit (loss) | (6) | (10) | |
Interest Expense | 237 | 1,052 | |
Accretion And Other Expenses Of Series A Preferred Units | 0 | 0 | |
Capital Expenditures | 2,140 | 2,043 | |
Depreciation | 11 | 8 | |
Total Assets | $ 42,906 | $ 27,161 |
Segment Information (Details 1)
Segment Information (Details 1) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Segment Information | ||
Total Revenues For Reportable Segments | $ 52,384 | $ 42,848 |
Elmination Of Intersegment Revenues | (335) | (41) |
Total Consolidated Revenues | $ 52,049 | $ 42,807 |
Segment Information (Details Na
Segment Information (Details Narrative) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
India Biodiesel | ||
Gallon Per Year | $ 50 | |
California Ethanol | ||
Gallon Per Year | $ 65 | |
Customer Two | Sales of ethanol, WDG, and corn oil | ||
Concentration Credit Risk | 73.00% | 27.00% |
Customer Two | Sales of ethanol, WDG, and corn oil | California Ethanol | ||
Concentration Credit Risk | 71.00% | 29.00% |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | Nov. 04, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 |
Other Expenses | $ 200,000 | |||
Pre Payment Other | 200,000 | |||
Guaranty Fees | $ 400,000 | 2,000,000 | ||
Eric McAfee and McAfee Capital | ||||
Remaining Expenses | 100,000 | |||
Prepaid Expense | 200,000 | |||
Accrued Liability | $ 200,000 | $ 300,000 | ||
Issued For Common Shares | 180,000 | |||
Various Board Members | ||||
Related Party Transaction | $ 200,000 | $ 200,000 | ||
Board Compensation Fees | $ 100,000 | $ 100,000 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - AMTXSenior Debt Tec Member [Member] - Subsequent Event [Member] | May 11, 2022USD ($) |
Capital expenditure | $ 100,000 |
Waiver fee | $ 100,000 |