amtx20240331

amtx20240331_10q.htm

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2024

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-36475

Aemetis, Inc.

(Exact name of registrant as specified in its charter)

Delaware	26-1407544
(State or other jurisdiction	(I.R.S. Employer
of incorporation or organization)	Identification No.)

20400 Stevens Creek Blvd., Suite 700

Cupertino, CA 95014

(408) 213-0940

(Address and telephone number of principal executive offices)

Title of each class of registered securities	Trading Symbol	Name of each exchange on which registered
Common Stock, $0.001 par value	AMTX	NASDAQ

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐ Accelerated filer ☑ Non-accelerated filer ☐ Smaller reporting company ☐ Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑

The number of shares outstanding of the registrant’s Common Stock on April 30, 2024 was44,397,833 shares.

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AEMETIS, INC.

FORM 10-Q

Quarterly Period Ended March 31, 2024

INDEX

PART I--FINANCIAL INFORMATION


Item 1	Financial Statements.	4

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations.	26

Item 3.	Quantitative and Qualitative Disclosures about Market Risk.	31

Item 4.	Controls and Procedures.	31

PART II--OTHER INFORMATION

Item 1.	Legal Proceedings.	32

Item 1A.	Risk Factors.	32

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	32

Item 3.	Defaults Upon Senior Securities.	32

Item 4.	Mine Safety Disclosures.	32

Item 5.	Other Information.	32

Item 6.	Exhibits.	32

Signatures		33

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

We make forward-looking statements in this Quarterly Report on Form 10-Q, including statements regarding our assumptions, projections, expectations, targets, intentions, or beliefs about future events or other statements that are not historical facts. Forward-looking statements in this Quarterly Report on Form 10-Q include, without limitation, statements regarding management’s plans; trends in market conditions with respect to prices for inputs for our products and prices for our products; our ability to leverage approved feedstock pathways; our ability to leverage our location and infrastructure; our ability to incorporate lower-cost, non-food advanced biofuels feedstock at the Keyes plant; our ability to expand into alternative markets for biodiesel and its byproducts, including continuing to expand our sales into international markets; our ability to maintain and expand strategic relationships with suppliers; our ability to access governmental carbon reduction incentives; our ability to supply gas into transportation markets; our ability to continue to develop, maintain, and protect new and existing intellectual property rights; our ability to adopt, develop and commercialize new technologies; our ability to extend or refinance our senior debt on terms reasonably acceptable to us or at all; our ability to continue to fund operations and our future sources of liquidity and capital resources; our ability to fund, develop, build, maintain and operate digesters, facilities and pipelines for our California Dairy Renewable Natural Gas segment; our ability to fund, develop and operate our carbon capture sequestration projects, including obtaining required permits; our ability to receive awarded grants by meeting all of the required conditions, including meeting the minimum contributions; our ability to obtain additional financing under the EB-5 program; our ability to generate and sell or utilize various credits, including LCFS, D3 RINs, production tax credits, and investment tax credits; our ability to improve margins; and our ability to raise additional debt and equity funding at the parent, subsidiary, or project level. Words or phrases such as “anticipates,” “may,” “will,” “should,” “could,” “believes,” “estimates,” “expects,” “intends,” “plans,” “predicts,” “projects,” “targets,” “will likely result,” “will continue” and similar expressions are intended to identify forward-looking statements. These forward-looking statements are based on current assumptions and predictions and are subject to numerous risks and uncertainties. Actual results or events could differ materially from those set forth or implied by such forward-looking statements and related assumptions due to certain factors, including, without limitation, the risks set forth under the caption “Risk Factors” below, which are incorporated herein by reference, as well as those business risks and factors described elsewhere in this report and in our other filings with the Securities and Exchange Commission (the “SEC”), including without limitation, our most recent Annual Report on Form 10-K. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.

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PART I - FINANCIAL INFORMATION

Item 1 - Financial Statements

AEMETIS, INC.

CONSOLIDATED CONDENSED BALANCE SHEETS

(Unaudited, In thousands except for par value)

	*March 31, 2024*			*December 31, 2023*
Assets
Current assets:
Cash and cash equivalents ($10 and $1,093 respectively from VIE)	$	1,629		$	2,667
Accounts receivable ($675 and $55 respectively from VIE)		8,867			8,633
Inventories, net of allowance for excess and obsolete inventory of $1,040 as of March 31, 2024 and December 31, 2023, respectively		16,011			18,291
Prepaid expenses ($1,034 and $1,438 respectively from VIE)		2,418			3,347
Other current assets ($143 and $289 respectively from VIE)		4,027			3,462
Total current assets		32,952			36,400

Property, plant and equipment, net ($85,514 and $81,966 respectively from VIE)		197,737			195,108
Operating lease right-of-use assets ($125 and $145 respectively from VIE)		1,951			2,056
Other assets ($4,722 and $4,881 respectively from VIE)		9,599			9,842
Total assets	$	242,239		$	243,406

Liabilities and stockholders' deficit
Current liabilities:
Accounts payable ($4,387 and $3,815 respectively from VIE)	$	29,789		$	32,132
Current portion of long term debt ($498 and $190 respectively from VIE)		48,870			13,585
Short term borrowings ($9 and $9 respectively from VIE)		23,937			23,443
Other current liabilities ($50 and $48 respectively from VIE)		15,322			15,229
Total current liabilities		117,918			84,389
Long term liabilities:
Senior secured notes and revolving notes		150,830			176,476
EB-5 notes		29,500			29,500
Other long term debt ($43,416 and $40,857 respectively from VIE)		54,087			51,717
Series A preferred units ($116,870 and $113,189 respectively from VIE)		116,870			113,189
Other long term liabilities ($54 and $67 respectively from VIE)		5,175			5,112
Total long term liabilities		356,462			375,994

Stockholders' deficit:

Common stock, $0.001 par value per share; 80,000 shares authorized; 42,616 and 40,966 shares issued and outstanding each period, respectively		43			41
Additional paid-in capital		273,167			264,058
Accumulated deficit		(499,636	)		(475,405	)
Accumulated other comprehensive loss		(5,715	)		(5,671	)
Total stockholders' deficit		(232,141	)		(216,977	)
Total liabilities and stockholders' deficit	$	242,239		$	243,406

The accompanying notes are an integral part of the financial statements.

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AEMETIS, INC.

CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(Unaudited, in thousands except for loss per share)

	*For the three months ended March 31,*
	*2024*			*2023*
Revenues	$	72,634		$	2,151
Cost of goods sold	$	73,246			3,446
Gross loss		(612	)		(1,295	)

Selling, general and administrative and R&D expenses		8,850			10,828
Operating loss		(9,462	)		(12,123	)

Other expense (income):
Interest expense
Interest rate expense		9,092			7,078
Debt related fees and amortization expense		1,421			1,969
Accretion and other expenses of Series A preferred units		3,311			5,564
Other (income) expense		67			(76	)
Loss before income taxes		(23,353	)		(26,658	)
Income tax expense (benefit)		878			(248	)
Net loss	$	(24,231	)	$	(26,410	)

Other comprehensive income (loss)
Foreign currency translation (loss) income		(44	)		117
Comprehensive loss	$	(24,275	)	$	(26,293	)

Net loss per common share
Basic	$	(0.58	)	$	(0.73	)
Diluted	$	(0.58	)	$	(0.73	)

Weighted average shares outstanding
Basic		41,889			36,425
Diluted		41,889			36,425

The accompanying notes are an integral part of the financial statements.

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AEMETIS, INC.

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited, in thousands)

	*For the three months ended March 31,*
	*2024*			*2023*
Operating activities:
Net loss	$	(24,231	)	$	(26,410	)
Adjustments to reconcile net loss to net cash used in operating activities:
Share-based compensation		2,969			2,662
Depreciation		1,798			1,790
Debt related fees and amortization expense		1,421			1,969
Intangibles and other amortization expense		12			12
Accretion and other expenses of Series A preferred units		3,311			5,564
Deferred tax benefit		-			(262	)
Changes in operating assets and liabilities:
Accounts receivable		(245	)		1,005
Inventories		2,259			(7,942	)
Prepaid expenses		929			2,315
Other assets		(544	)		460
Accounts payable		(3,236	)		3,002
Accrued interest expense and fees		5,500			5,356
Other liabilities		(221	)		(779	)
Net cash used in operating activities		(10,278	)		(11,258	)

Investing activities:
Capital expenditures		(3,583	)		(7,616	)
Grant proceeds and other reimbursements received for capital expenditures		1,900			6,757
Net cash used in investing activities		(1,683	)		(859	)

Financing activities:
Proceeds from borrowings		6,223			11,583
Repayments of borrowings		(411	)		(2,724	)
Lender debt renewal and waiver fee payments		(750	)		-
Payments on finance leases		(8	)		(83	)
Proceeds from sales of common stock		5,513			2,617
Proceeds from exercise of stock options		36			-
Net cash provided by financing activities		10,603			11,393

Effect of exchange rate changes on cash, cash equivalents, and restricted cash		15			(56	)
Net change in cash, cash equivalents, and restricted cash for period		(1,343	)		(780	)
Cash, cash equivalents, and restricted cash at beginning of period		6,280			6,999
Cash, cash equivalents and restricted cash at end of period	$	4,937		$	6,219

Supplemental disclosures of cash flow information, cash paid:
Cash paid for interest	$	2,963		$	1,515
Income taxes paid		878			14
Supplemental disclosures of cash flow information, non-cash transactions:
Subordinated debt extension fees added to debt		340			340
Debt fees added to revolving lines		-			423
Fair value of warrants issued to subordinated debt holders		593			448
Lender debt extension, waiver, and other fees added to debt		595			384
Cumulative capital expenditures in accounts payable, including net increase (decrease) of $1,027 and ($511

SEC Form 10-Q filed by Aemetis Inc. (DE)