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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For the quarterly period ended
or
For the transition period from to
Commission File Number:
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction |
(I.R.S. Employer |
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of incorporation or organization) |
Identification No.) |
(
(Address and telephone number of principal executive offices)
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Title of each class of registered securities |
Trading Symbol |
Name of each exchange on which registered |
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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.
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).
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 ☐
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
The number of shares outstanding of the registrant’s Common Stock on October 31, 2025, was
FORM 10-Q
Quarterly Period Ended September 30, 2025
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 California Low Carbon Fuel Standard ("LCFS"), federal Renewable Fuel Standard 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 and subsequent Form 10-Q filings. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.
PART I - FINANCIAL INFORMATION
AEMETIS, INC.
CONSOLIDATED CONDENSED BALANCE SHEETS
(In thousands except for par value)
|
September 30, 2025 |
December 31, 2024 |
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Assets |
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Current assets: |
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Cash and cash equivalents ($ and $ respectively from VIE) |
$ |
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$ |
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Accounts receivable ($ and $ respectively from VIE) |
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Inventories ($ and $ respectively from VIE) |
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Prepaid expenses ($ and $ respectively from VIE) |
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Tax credit sale receivable ($ and $ respectively from VIE) |
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Other current assets ($ and $ respectively from VIE) |
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Total current assets |
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Property, plant and equipment, net ($ and $ respectively from VIE) |
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Operating lease right-of-use ($ and $ respectively from VIE) |
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Other assets ($ and $ respectively from VIE) |
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Total assets |
$ |
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$ |
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Liabilities and stockholders' deficit |
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Current liabilities: |
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Accounts payable ($ and $ respectively from VIE) |
$ |
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$ |
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Current portion of long-term debt ($ and $ respectively from VIE) |
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Short term borrowings ($ and $ respectively from VIE) |
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Other current liabilities ($ and $ respectively from VIE) |
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Total current liabilities |
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Long term liabilities: |
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Senior secured notes and revolving notes |
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EB-5 notes |
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Other long-term debt ($ and $ respectively from VIE) |
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Series A preferred units ($ and $ respectively from VIE) |
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Other long-term liabilities ($ and $ respectively from VIE) |
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Total long term liabilities |
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Stockholders' deficit: |
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Common stock, $ par value; authorized; and shares issued and outstanding each period, respectively |
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Additional paid-in capital |
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Accumulated deficit |
(
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(
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) | ||||
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Accumulated other comprehensive loss |
(
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) |
(
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) | ||||
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Total stockholders' deficit |
(
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) |
(
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) | ||||
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Total liabilities and stockholders' deficit |
$ |
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$ |
|
||||
The accompanying notes are an integral part of the financial statements.
AEMETIS, INC.
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
(Unaudited, in thousands except for loss per share)
|
For the three months ended September 30, |
For the nine months ended September 30, |
|||||||||||||||
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2025 |
2024 |
2025 |
2024 |
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Revenues |
$ |
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$ |
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$ |
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$ |
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Cost of goods sold |
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Gross profit (loss) |
(
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(
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Selling, general and administrative expenses |
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Operating loss |
(
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(
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(
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(
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Other expense (income): |
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Interest expense |
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Interest rate expense |
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Debt related fees and amortization expense |
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Accretion and other expenses of Series A preferred units |
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Other (income) expense |
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(
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(
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(
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Loss before income taxes |
(
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) |
(
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(
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(
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Income tax (benefit) expense |
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(
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) |
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Net loss |
$ |
(
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) | $ |
(
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) | $ |
(
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) | $ |
(
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Other comprehensive loss |
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Foreign currency translation loss |
(
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(
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(
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(
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Comprehensive loss |
$ |
(
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) | $ |
(
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) | $ |
(
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) | $ |
(
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Net loss per common share |
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Basic |
$ |
(
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) | $ |
(
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) | $ |
(
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) | $ |
(
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Diluted |
(
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) | $ |
(
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) | $ |
(
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) | $ |
(
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Weighted average shares outstanding |
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Basic |
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Diluted |
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The accompanying notes are an integral part of the financial statements.
AEMETIS, INC.
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited, in thousands)
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For the nine months ended September 30, |
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2025 |
2024 |
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Operating activities: |
||||||||
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Net loss |
$ |
(
|
) | $ |
(
|
) | ||
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Adjustments to reconcile net loss to net cash used in operating activities: |
||||||||
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Share-based compensation |
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Stock issued for services |
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Depreciation |
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Debt related fees and amortization expense |
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Intangibles and other amortization expense |
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Accretion and other expenses of Series A preferred units |
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Loss (gain) on asset disposals |
(
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) |
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|||||
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Gain on debt extinguishment |
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(
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) | |||||
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Changes in operating assets and liabilities: |
||||||||
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Accounts receivable |
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|
||||||
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Inventories |
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(
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) | |||||
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Prepaid expenses |
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Tax credit sale receivable |
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Other assets |
(
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) |
(
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) | ||||
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Accounts payable |
(
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) |
|
|||||
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Accrued interest expense and fees |
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Other liabilities |
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||||||
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Net cash used in operating activities |
(
|
) |
(
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) | ||||
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Investing activities: |
||||||||
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Capital expenditures |
(
|
) |
(
|
) | ||||
|
Grant proceeds and other reimbursements received for capital expenditures |
|
|
||||||
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Net cash used in investing activities |
(
|
) |
(
|
) | ||||
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Financing activities: |
||||||||
|
Proceeds from borrowings |
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|
||||||
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Repayments of borrowings |
(
|
) |
(
|
) | ||||
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Payments on Series A preferred financing |
(
|
) |
|
|||||
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Lender debt renewal and waiver fee payments |
(
|
) |
(
|
) | ||||
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Payments on finance leases |
(
|
) |
(
|
) | ||||
|
Proceeds from sales of common stock |
|
|
||||||
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Proceeds from exercise of stock options |
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|
||||||
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Net cash provided by financing activities |
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|
||||||
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Effect of exchange rate changes on cash, cash equivalents, and restricted cash |
(
|
) |
(
|
) | ||||
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Net change in cash, cash equivalents, and restricted cash for period |
|
(
|
) | |||||
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Cash, cash equivalents, and restricted cash at beginning of period |
|
|
||||||
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Cash, cash equivalents and restricted cash at end of period |
$ |
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$ |
|
||||
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Supplemental disclosures of cash flow information, cash paid: |
||||||||
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Cash paid for interest |
$ |
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$ |
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||||
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Income taxes paid |
|
|
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Supplemental disclosures of cash flow information, non-cash transactions: |
||||||||
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Settlement of Accounts Payable via issuance of Common Stock |
|
|
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Subordinated debt extension fees added to debt |
|
|
||||||
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Fair value of warrants issued to subordinated debt holders |
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|
||||||
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Lender debt extension, waiver, and other fees added to debt |
|
|
||||||
|
Cumulative capital expenditures in accounts payable and accruals |
|
|
||||||
The accompanying notes are an integral part of the financial statements.
AEMETIS, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS ’ DEFICIT
(Unaudited, in thousands)
|
For the nine months ended September 30, 2025 |
||||||||||||||||||||||||
|
Common Stock |
Additional |
Accumulated Other |
Total |
|||||||||||||||||||||
|
Paid-in |
Accumulated |
Comprehensive |
Stockholders' |
|||||||||||||||||||||
|
Description |
Shares |
Dollars |
Capital |
Deficit |
Loss |
deficit |
||||||||||||||||||
|
Balance at December 31, 2024 |
|
$ |
|
$ |
|
$ |
(
|
) | $ |
(
|
) |
(
|
) | |||||||||||
|
Issuance of common stock |
|
|
|
|
|
|
||||||||||||||||||
|
Stock options exercised |
|
|
|
|
|
|
||||||||||||||||||
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Stock-based compensation |
- |
|
|
|
|
|
||||||||||||||||||
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Issuance and exercise of warrants |
|
|
|
|
|
|
||||||||||||||||||
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Foreign currency translation gain |
- |
|
|
|
|
|
||||||||||||||||||
|
Net loss |
- |
|
|
(
|
) |
|
(
|
) | ||||||||||||||||
|
Balance at March 31, 2025 |
|
|
$ |
|
$ |
(
|
) | $ |
(
|
) | $ |
(
|
) | |||||||||||
|
Issuance of common stock |
|
|
|
|
|
|
||||||||||||||||||
|
Stock options exercised |
|
|
|
|
|
|
||||||||||||||||||
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Stock-based compensation |
- |
|
|
|
|
|
||||||||||||||||||
|
Issuance and exercise of warrants |
|
|
|
|
|
|
||||||||||||||||||
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Foreign currency translation loss |
- |
|
|
|
(
|
) |
(
|
) | ||||||||||||||||
|
Net loss |
- |
|
|
(
|
) |
|
(
|
) | ||||||||||||||||
|
Balance at June 30, 2025 |
|
|
$ |
|
$ |
(
|
) | $ |
(
|
) | $ |
(
|
) | |||||||||||
|
Issuance of common stock |
|
|
|
|
|
|
||||||||||||||||||
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Stock-based compensation |
- |
|
|
|
|
|
||||||||||||||||||
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Issuance and exercise of warrants |
|
|
|
|
|
|
||||||||||||||||||
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Foreign currency translation loss |
- |
|
|
|
(
|
) |
(
|
) | ||||||||||||||||
|
Net loss |
- |
|
|
(
|
) |
|
(
|
) | ||||||||||||||||
|
Balance at September 30, 2025 |
|
$ |
|
|
$ |
(
|
) | $ |
(
|
) | $ |
(
|
) | |||||||||||
|
For the nine months ended September 30, 2024 |
||||||||||||||||||||||||
|
Common Stock |
Additional |
Accumulated Other |
Total |
|||||||||||||||||||||
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Paid-in |
Accumulated |
Comprehensive |
Stockholders' |
|||||||||||||||||||||
|
Description |
Shares |
Dollars |
Capital |
Deficit |
Loss |
deficit |
||||||||||||||||||
|
Balance at December 31, 2023 |
|
$ |
|
$ |
|
$ |
(
|
) | $ |
(
|
) | $ |
(
|
) | ||||||||||
|
Issuance of common stock |
|
|
|
|
|
|
||||||||||||||||||
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Stock options exercised |
|
|
|
|
|
|
||||||||||||||||||
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Stock-based compensation |
- |
|
|
|
|
|
||||||||||||||||||
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Issuance and exercise of warrants |
|
|
|
|
|
|
||||||||||||||||||
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Foreign currency translation loss |
- |
|
|
|
(
|
) |
(
|
) | ||||||||||||||||
|
Net loss |
- |
|
|
(
|
) |
|
(
|
) | ||||||||||||||||
|
Balance at March 31, 2024 |
|
$ |
|
$ |
|
$ |
(
|
) | $ |
(
|
) | $ |
(
|
) | ||||||||||
|
Issuance of common stock |
|
|
|
|
|
|
||||||||||||||||||
|
Stock-based compensation |
- |
|
|
|
|
|
||||||||||||||||||
|
Foreign currency translation gain |
- |
|
|
|
|
|
||||||||||||||||||
|
Net loss |
- |
|
|
(
|
) |
|
(
|
) | ||||||||||||||||
|
Balance at June 30, 2024 |
|
$ |
|
$ |
|
$ |
(
|
) | $ |
(
|
) | $ |
(
|
) | ||||||||||
|
Issuance of common stock |
|
|
|
|
|
|
||||||||||||||||||
|
Stock-based compensation |
- |
|
|
|
|
|
||||||||||||||||||
|
Issuance and exercise of warrants |
|
|
|
|
|
|
||||||||||||||||||
|
Foreign currency translation loss |
- |
|
|
|
(
|
) |
(
|
) | ||||||||||||||||
|
Net income |
- |
|
|
(
|
) |
|
(
|
) | ||||||||||||||||
|
Balance at September 30, 2024 |
|
$ |
|
$ |
|
$ |
(
|
) | $ |
(
|
) | $ |
(
|
) | ||||||||||
The accompanying notes are an integral part of the financial statements.
1. General
Nature of Activities
Founded in 2006 and headquartered in Cupertino, California, Aemetis, Inc. (collectively with its subsidiaries on a consolidated basis referred to herein as “Aemetis,” the “Company,” “we,” “our” or “us”) is a renewable natural gas and biofuels company focused on the operation, acquisition, development, and commercialization of innovative technologies that lower fuel costs and reduce emissions. We do this by building a local circular bioeconomy using agricultural products and wastes. Our current operations include:
► California Ethanol – We own and operate a 65 million gallon per year capacity ethanol production facility 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. The Keyes Plant also sells CO₂ captured from the fermentation process to produce commercial grade CO₂ for the food, beverage, and other industries. We are implementing several energy efficiency initiatives at the Keyes Plant focused on reducing operating costs and lowering the carbon intensity of our ethanol to increase revenues.
► California Dairy Renewable Natural Gas – We produce Renewable Natural Gas ("RNG") in central California. We currently have twelve anaerobic digesters that produce biogas from dairy waste, a 36 -mile biogas collection pipeline leading to a central RNG production facility, and an interconnection to inject the RNG into the utility natural gas pipeline for delivery for use as transportation fuel. We are actively expanding our RNG production, with several additional dairy digesters under construction, agreements with over fifty dairies, and a completed environmental review for an additional 24 miles of biogas pipeline. We are also building our own RNG fuel dispensing station, which is planned to begin operating in 2025.
► India Biodiesel – We own and operate a plant in Kakinada, India (“Kakinada Plant”) with a capacity to produce about 80 million gallons per year of high-quality distilled biodiesel from a variety of vegetable oil and animal waste feedstocks. Our plant is one of the largest biodiesel production facilities in India. The Kakinada Plant also distills the crude glycerin byproduct from the biodiesel refining process into refined glycerin that is sold to the pharmaceutical, personal care, paint, adhesive, and other industries.
In addition, we are actively growing our business by seeking to develop or acquire new facilities, including the following key projects:
► Sustainable Aviation Fuel and Renewable Diesel – We are developing a sustainable aviation fuel (“SAF”) and renewable diesel (“RD”) production plant to be located at the Riverbank Industrial Complex in Riverbank, CA. The plant is currently designed to produce 90 million gallons per year of RD or 78 million gallons per year of SAF from renewable vegetable and animal oils obtained from our other biofuels plants and other North American sources. The plant is designed to use low-carbon hydroelectric electricity and renewable hydrogen that will be generated from byproducts of SAF/RD production. We received the Use Permit and California Environmental Quality Act (CEQA) approvals for the development of the plant in September 2023 and the Authority to Construct air permits in March 2024. We are continuing with the engineering and other required development activities for the facility.
► Carbon Capture and Underground Sequestration – We are developing a Carbon Capture and Underground Sequestration (“CCUS”) facility, also to be located at the Riverbank Industrial Complex, that is designed to inject carbon dioxide more than one mile underground for geologic storage to reduce greenhouse gas emissions to the atmosphere that contribute to global warming. We have completed the initial phase of drilling for the characterization well, and we are continuing engineering, permitting and other development activities for the characterization well and the permanent sequestration injection and monitoring wells.
Our current and planned businesses produce renewable fuels and reduce emissions, generating revenues from biofuel sales, federal Renewable Fuel Standard ("RFS") credits, federal Section 45Z production tax credits ( “45Z PTC”), California Low Carbon Fuel Standard (“LCFS”) credits, and other investment and production tax credits.
Basis of Presentation and Consolidation
These consolidated financial statements include the accounts of Aemetis, Inc. and its subsidiaries. We consolidate all entities in which we have a controlling financial interest. A controlling financial interest is usually obtained through ownership of a majority of the voting interests. However, an enterprise must consolidate a variable interest entity (“VIE”) if the enterprise is the primary beneficiary of the VIE, even if the enterprise does not own a majority of the voting interests. The primary beneficiary is the party that has both the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance, and the obligation to absorb losses or the right to receive benefits from the VIE that could potentially be significant to the VIE. We consider Aemetis Biogas LLC ("ABGL") to be a VIE because Aemetis, Inc. owns all of the outstanding common units of ABGL and is the primary beneficiary of ABGL's operations; accordingly, the assets, liabilities, and operations of ABGL and its subsidiaries are consolidated in these financial statements.
All intercompany balances and transactions have been eliminated in consolidation.
The accompanying consolidated condensed balance sheet as of September 30, 2025 , the consolidated condensed statements of operations and comprehensive income (loss) for the three and nine months ended September 30, 2025 and 2024 , the consolidated condensed statements of cash flows for the nine months ended September 30, 2025 and 2024 , and the consolidated statements of stockholders’ deficit for the three and nine months ended September 30, 2025 and 2024 , are unaudited. The consolidated condensed balance sheet as of December 31, 2024 , is derived from the 2024 audited consolidated financial statements and notes thereto.
The financial statements in this report should be read in conjunction with the 2024 audited consolidated financial statements and notes thereto included in our annual report on Form 10 -K for the year ended December 31, 2024 . There have been no material changes to our significant accounting policies disclosed in Note 1 - Nature of Activities and Summary of Significant Accounting Policies and other Notes to the Consolidated Financial Statements included in our Annual Report on Form 10 -K for the fiscal year ended December 31, 2024.
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 U.S. Securities and Exchange Commission (“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 and nine months ended September 30, 2025 and 2024 , have been prepared on the same basis as the audited consolidated statements as of and for the year ended December 31, 2024 , 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 and nine months ended September 30, 2025 , are not necessarily indicative of the operating results for any subsequent quarter, for the full fiscal year, or any future periods.
Investment Tax Credits
We sell certain transferable Investment Tax Credits ("ITCs") that we generate from qualifying investments to
third
-party purchasers. We account for ITC sales in accordance with ASC
740
by electing the flow-through method. For the
nine
months ended
September 30, 2025,
the contractual net proceeds of ITC sales of $
2. Cash, Cash Equivalents, and Restricted Cash
The following table reconciles cash, cash equivalents, and restricted cash reported in the consolidated balance sheet to the total of the same amounts shown in the statement of cash flows.
|
As of |
||||||||
|
September 30, 2025 |
December 31, 2024 |
|||||||
|
Cash and cash equivalents |
$ |
|
$ |
|
||||
|
Restricted cash included in other current assets |
|
|
||||||
|
Restricted cash included in other assets |
|
|
||||||
|
Total cash, cash equivalents, and restricted cash shown in the statement of cash flows |
$ |
|
$ |
|
||||
Restricted cash shown in the table above includes amounts set aside pursuant to the Aemetis Biogas 1 LLC Term Loan Agreement and the Aemetis Biogas 2 LLC Construction and Term Loan Agreement for financing reserves and construction contingencies.
3. Inventories
Inventories consist of the following:
|
As of |
||||||||
|
September 30, 2025 |
December 31, 2024 |
|||||||
|
Raw materials |
$ |
|
$ |
|
||||
|
Work-in-progress |
|
|
||||||
|
Finished goods |
|
|
||||||
|
Total inventories |
$ |
|
$ |
|
||||
4. Property, Plant and Equipment
Property, plant and equipment consist of the following:
|
As of |
||||||||
|
September 30, 2025 |
December 31, 2024 |
|||||||
|
Land |
$ |
|
$ |
|
||||
|
Plant and buildings |
|
|
||||||
|
Furniture and fixtures |
|
|
||||||
|
Machinery and equipment |
|
|
||||||
|
Construction in progress |
|
|
||||||
|
Property held for development |
|
|
||||||
|
Finance lease right of use assets |
|
|
||||||
|
Total gross property, plant & equipment |
|
|
||||||
|
Less accumulated depreciation |
(
|
) |
(
|
) | ||||
|
Total net property, plant & equipment |
$ |
|
$ |
|
||||
For the
three
months ended
September 30, 2025
and
2024
, interest capitalized in property, plant and equipment was $
Construction in progress includes biogas dairy digesters, mechanical vapor recompression at the Keyes Plant, the Riverbank sustainable aviation fuel and renewable diesel plant, and CCUS facilities. Property held for development is the partially completed Goodland Plant. Depreciation begins for each project when construction is complete and the project is placed into service, and is calculated using the straight-line method to allocate the depreciable amount over the estimated useful life of the applicable asset as follows:
|
Years |
||||
|
Plant and buildings |
|
|||
|
Machinery and equipment |
|
|||
|
Furniture and fixtures |
|
|||
For the
three
months ended
September 30, 2025
and
2024
, we recorded depreciation expense of $
5. Debt
Debt consists of the following:
|
September 30, 2025 |
December 31, 2024 |
|||||||
|
Third Eye Capital term notes |
$ |
|
$ |
|
||||
|
Third Eye Capital revenue participation term notes |
|
|
||||||
|
Third Eye Capital revolving credit facility |
|
|
||||||
|
Third Eye Capital revolving notes Series B |
|
|
||||||
|
Third Eye Capital acquisition term notes |
|
|
||||||
|
Third Eye Capital Fuels Revolving Line |
|
|
||||||
|
Third Eye Capital Carbon Revolving Line |
|
|
||||||
|
Third Eye Capital short term promissory note |
|
|
||||||
|
Biogas construction and term loans |
|
|
||||||
|
Cilion purchase obligation |
|
|
||||||
|
Subordinated notes |
|
|
||||||
|
EB-5 promissory notes |
|
|
||||||
|
Working capital loans |
|
|
||||||
|
Term loans on capital expenditures |
|
|
||||||
|
Equipment financing |
|
|
||||||
|
Total debt |
|
|
||||||
|
Less current portion of debt |
|
|
||||||
|
Total long term debt |
$ |
|
$ |
|
||||
Third Eye Capital Keyes Notes.
On
July 6, 2012,
Aemetis, Inc., Aemetis Advanced Fuels Keyes, Inc. (“AAFK”), and Aemetis Facility Keyes, Inc. (“AFK”) 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, as administrative agent on behalf of several noteholders, extended credit in the form of (i) senior secured term loans in an aggregate principal amount of approximately $
| A. |
Term Notes
. The Term Notes accrue interest at
|
|
B. |
Revolving Credit Facility
. The Revolving Credit Facility accrues interest at prime rate plus
|
| C. |
Revolving Notes Series B
. The Revolving Notes Series B accrue interest at prime rate plus
|
|
D. |
Revenue Participation Term Notes
. The Revenue Participation Term Notes accrue interest at
|
|
E. |
Acquisition Term Notes
. The Acquisition Term Notes accrue interest at prime rate plus
|
The Third Eye Capital Keyes Notes contain various covenants, including but
not
limited to, debt to plant value ratio, minimum production requirements, and restrictions on capital expenditures. The terms of the Notes allow the lender to accelerate the maturity in the event of a default that could reasonably be expected to have a material adverse effect on the Company, such as any change in the business, operations, or financial condition. We have evaluated the likelihood of such an acceleration event and determined such an event to
not
be probable in the next
twelve
months. The notes allow interest to be added to the outstanding principal balance. The notes are secured by
first
priority liens on all real and personal property of, assignment of proceeds from all government grants, and guarantees from our North American subsidiaries except for Aemetis Biogas LLC and its subsidiaries and 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 Company shares owned by McAfee Capital and additional assets, and Mr. McAfee has also provided a personal guaranty of up to $
Third Eye Capital Credit Facilities for Fuels and Carbon Revolving Lines.
On
March 2, 2022,
Goodland Advanced Fuels, Inc. ("GAFI") and Aemetis Carbon Capture, Inc. (“ACCI”) entered into an Amended and Restated Credit Agreement (“Credit Agreement”) with Third Eye Capital, as administrative agent and collateral agent, and the lender parties thereto that provides
two
credit lines,
one
with GAFI (the “Fuels Revolving Line”) and a
second
with ACCI (the “Carbon Revolving Line”). Loans received under the Fuels Revolving Line had an original maturity date of
March 1, 2025,
and are now due on demand. They accrue interest per annum at a rate equal to the greater of (i) the prime rate plus
Cilion Purchase Obligation
. In connection with the merger between Aemetis Facility Keyes, Inc. and Cilion, Inc. (“Cilion”) on
July 6, 2012,
we
incurred a
$
Subordinated Notes
. Between
2012
and
2013,
AAFK entered into Note and Warrant Purchase Agreements with
two
accredited investors pursuant to which it issued $
EB-
5
Promissory Notes
. EB-
5
is a U.S. government program authorized by the Immigration and Nationality Act that is designed to foster employment-based visa preference for immigrant investors to encourage the flow of capital into the U.S. economy and to promote employment of U.S. workers. The Company's subsidiary AE Advanced Fuels, Inc. ("AEAF") entered into a Note Purchase Agreement dated
March 4, 2011 (
as further amended on
January 19, 2012
and
July 24, 2012)
with Advanced BioEnergy, LP, a California limited partnership authorized by U.S. Citizenship and Immigration Services as a Regional Center to receive EB-
5
investments, for the issuance of up to
72
subordinated convertible promissory notes (the “EB-
5
Notes”) bearing interest at
2
to
3%.
The EB-
5
Notes are convertible into Aemetis, Inc. common stock at a conversion price of $
In
2016,
the Company launched its EB-
5
Phase II funding (the "EB-
5
Phase II Funding") and entered into certain Note Purchase Agreements with Advanced BioEnergy II, LP, a California limited partnership authorized to receive EB-
5
equity funding investments. The Company's subsidiary Aemetis Advanced Products Keyes, Inc. received $
In July 2024, in connection with settlement of litigation initiated by a broker previously engaged by Advanced BioEnergy, LP, we entered into an agreement to pay the broker certain of its claimed fees. In April 2025, that broker initiated litigation against Aemetis, Inc. to collect $2.3 million (plus interest and fees) under the agreement. The liability previously accrued for the amount at issue in the litigation has been reclassified from debt as of December 31, 2024, to other current liabilities as of September 30, 2025 .
India Biodiesel Secured and Unsecured Loans.
On
November 13, 2023,
the Company's subsidiary Universal Biofuels Private Limited ("UBPL") entered into a secured loan agreement with a trade partner in an amount
not
to exceed $
The India biodiesel segment maintains a factoring arrangement under which we leverage certain trade receivables to receive short-term funding from a
third
-party financial institution. We retain the risk of nonpayment on the transferred receivables, so the arrangement does
not
meet the criteria for sale accounting under ASC
860,
and we account for the funding as secured borrowing. Under this arrangement, the company receives cash advances which are recorded as debt, and the funds received are net of
Aemetis Biogas
1
LLC Term Loan.
On
October 4, 2022,
Aemetis Biogas
1
LLC (
"AB1"
) entered into a Construction Loan Agreement (
"AB1
Construction Loan") pursuant to which the lender made available an aggregate principal amount of $
Aemetis Biogas
2
LLC Construction and Term Loan.
On
July 28,
2023,
Aemetis Biogas
2
LLC (
"AB2"
) entered into a Construction and Term Loan Agreement (
"AB2
Loan"), pursuant to which the lender has made available an aggregate principal amount
not
to exceed $
Jessup land acquisition notes
.
In connection with its acquisition of real property in
November 2024,
the Company's subsidiary Aemetis RNG Fuels
1
LLC (
"RNG1"
) entered into
two
installment note agreements with private lenders totaling $
Maturity Date Schedule
The following table shows scheduled repayments for the Company's debt obligations by year:
|
Twelve Months ended September 30, |
Debt Repayments |
|||
|
2026 |
$ |
|
||
|
2027 |
|
|||
|
2028 |
|
|||
|
2029 |
|
|||
|
2030 |
|
|||
|
Thereafter |
|
|||
|
Total debt |
|
|||
|
Debt issuance costs |
(
|
) | ||
|
Total debt, net of debt issuance costs |
$ |
|
||
Basic net income (loss) per share is computed by dividing the income or loss attributable to common stockholders by the weighted average number of shares of common stock outstanding for the period. Diluted net income (loss) per share reflects the dilution of common stock equivalents such as options, convertible debt, and warrants to the extent the impact is dilutive. The following table shows the number of potentially dilutive shares excluded from the diluted net income (loss) per share calculation as of September 30, 2025 and 2024 :
|
As of |
||||
|
September 30, 2025 |
September 30, 2024 |
|||
|
Common stock options and warrants |
|
|
||
|
Debt with conversion feature at $ per share of common stock |
|
|
||
|
Total number of potentially dilutive shares |
|
|
||
|
For the three months ended September 30, |
For the nine months ended September 30, |
|||||||||||||||
|
2025 |
2024 |
2025 |
2024 |
|||||||||||||
|
Ethanol sales |
$ |
|
$ |
|
$ |
|
$ |
|
||||||||
|
Wet distiller's grains sales |
|
|
|
|
||||||||||||
|
Other sales |
|
|
|
|
||||||||||||
|
Total |
$ |
|
$ |
|
$ |
|
$ |
|
||||||||
|
For the three months ended September 30, |
For the nine months ended September 30, |
|||||||||||||||
|
2025 |
2024 |
2025 |
2024 |
|||||||||||||
|
Gas sales |
$ |
|
$ |
|
$ |
|
$ |
|
||||||||
|
LCFS credit sales |
|
|
|
|
||||||||||||
|
RIN sales |
|
|
|
|
||||||||||||
|
Total |
$ |
|
$ |
|
$ |
|
$ |
|
||||||||
|
For the three months ended September 30, |
For the nine months ended September 30, |
|||||||||||||||
|
2025 |
2024 |
2025 |
2024 |
|||||||||||||
|
Biodiesel sales |
$ |
|
$ |
|
$ |
|
$ |
|
||||||||
|
Other sales |
|
|
|
|
||||||||||||
|
Total |
$ |
|
$ |
|
$ |
|
$ |
|
||||||||
Across all segments, revenue is recognized at the point in time when performance obligations have been met. Accounts receivable for all segments represent invoicing for products with varying payment terms, but with
no
variable consideration or financing. The opening balance of accounts receivable for all segments as of
January 1, 2025
and
2024,
was $
8. Leases
We are a party to operating leases for our corporate office in Cupertino, modular offices, and laboratory facilities. We have also entered into several finance leases for mobile equipment and for the Riverbank Industrial Complex. These finance leases have a purchase option at the end of the term that we are reasonably certain we will exercise, so the leases are classified as finance leases. All of our leases have remaining terms of
year to
We evaluate leases in accordance with ASC 842 – Lease Accounting . When discount rates implicit in leases cannot be readily determined, we use the applicable incremental borrowing rate at lease commencement to perform lease classification tests on lease components and to measure lease liabilities and right of use (ROU) assets. The incremental borrowing rate we use is based on weighted average baseline rates commensurate with our secured borrowing rate, over a similar term. At each reporting period when there is a new lease initiated, the rates established for that quarter are used.
The components of lease expense are as follows:
|
Three months ended September 30, |
Nine months ended September 30, |
|||||||||||||||
|
2025 |
2024 |
2025 |
2024 |
|||||||||||||
|
Operating lease cost |
||||||||||||||||
|
Operating lease expense |
$ |
|
$ |
|
$ |
|
$ |
|
||||||||
|
Short term lease expense |
|
|
|
|
||||||||||||
|
Variable lease expense |
|
|
|
|
||||||||||||
|
Total operating lease cost |
$ |
|
$ |
|
$ |
|
$ |
|
||||||||
|
Finance lease cost |
||||||||||||||||
|
Amortization of right-of-use assets |
$ |
|
$ |
|
$ |
|
$ |
|
||||||||
|
Interest on lease liabilities |
|
|
|
|
||||||||||||
|
Total finance lease cost |
$ |
|
$ |
|
$ |
|
$ |
|
||||||||
Cash paid for amounts included in the measurement of lease liabilities:
|
Three months ended September 30, |
Nine months ended September 30, |
|||||||||||||||
|
2025 |
2024 |
2025 |
2024 |
|||||||||||||
|
Operating cash flows used in operating leases |
$ |
|
$ |
|
$ |
|
$ |
|
||||||||
|
Operating cash flows used in finance leases |
|
|
|
|
||||||||||||
|
Financing cash flows used in finance leases |
|
|
|
|
||||||||||||
Supplemental non-cash flow information related to ROU asset and lease liabilities was as follows for the three and nine months ended September 30, 2025 and 2024 :
|
Three months ended September 30, |
Nine months ended September 30, |
|||||||||||||||
|
2025 |
2024 |
2025 |
2024 |
|||||||||||||
|
Operating leases |
||||||||||||||||
|
Accretion of the lease liability |
$ |
|
$ |
|
$ |
|
$ |
|
||||||||
|
Amortization of right-of-use assets |
|
|
|
|
||||||||||||
|
The weighted average remaining lease term and weighted average discount rate as of September 30, 2025 are as follows: |
||||||||||||||||
|
Weighted Average Remaining Lease Term |
||||||||||||||||
|
Operating leases (in years) |
|
|
||||||||||||||
|
Finance leases (in years) |
|
|
||||||||||||||
|
Weighted Average Discount Rate |
||||||||||||||||
|
Operating leases |
|
% |
|
% | ||||||||||||
|
Finance leases |
|
% |
|
% | ||||||||||||
Supplemental balance sheet information related to leases is as follows:
|
September 30, 2025 |
December 31, 2024 |
|||||||
|
Operating leases |
||||||||
|
Operating lease right-of-use assets |
$ |
|
$ |
|
||||
|
|
|
|
||||||
|
|
|
|
||||||
|
Total operating lease liabilities |
|
|
||||||
|
Finance leases |
||||||||
|
Property and equipment, at cost |
$ |
|
$ |
|
||||
|
Accumulated depreciation |
(
|
) |
(
|
) | ||||
|
Property and equipment, net |
|
|
||||||
|
|
|
|
||||||
|
|
|
|
||||||
|
Total finance lease liabilities |
|
|
||||||
Maturities of operating and finance lease liabilities are as follows:
|
Twelve months ended September 30, |
Operating leases |
Finance leases |
||||||
|
2026 |
$ |
|
$ |
|
||||
|
2027 |
|
|
||||||
|
2028 |
|
|
||||||
|
2029 |
|
|
||||||
|
2030 |
|
|
||||||
|
Thereafter |
|
|
||||||
|
Total lease payments |
|
|
||||||
|
Less imputed interest |
(
|
) |
(
|
) | ||||
|
Total lease liability |
$ |
|
$ |
|
||||
We act as sublessor in certain leasing arrangements, primarily related to land and buildings. Fixed sublease payments received are recognized on a straight-line basis over the sublease term. Sublease income and head lease expense for these transactions are recognized on a net basis on the consolidated financial statements. Sublease income is recorded in the General and Administrative Expense section of the Consolidated Statements of Operations and Comprehensive Loss.
The components of lease income are as follows for the three and nine months ended September 30, 2025 and 2024 , respectively:
|
Three months ended September 30, |
Nine months ended September 30, |
|||||||||||||||
|
2025 |
2024 |
2025 |
2024 |
|||||||||||||
|
Lease income |
$ |
|
$ |
|
$ |
|
$ |
|
||||||||
Future lease commitments to be received as of September 30, 2025 , are as follows:
|
Twelve months ended September 30, |
||||
|
2026 |
$ |
|
||
|
2027 |
|
|||
|
2028 |
|
|||
|
2029 |
|
|||
|
2030 |
|
|||
|
Thereafter |
|
|||
|
Total future lease commitments |
$ |
|
9. Stock Based Compensation
|
Shares Available for Grant |
Number of Shares Outstanding |
Weighted-Average Exercise Price |
||||||||||
|
Balance as of December 31, 2024 |
|
|
$ |
|
||||||||
|
Authorized |
|
- | ||||||||||
|
Options Granted |
(
|
) |
|
|
||||||||
|
Common Stock Granted |
(
|
) | - | - | ||||||||
|
Exercised |
- |
(
|
) |
|
||||||||
|
Forfeited/expired |
|
(
|
) |
|
||||||||
|
Balance as of September 30, 2025 |
|
|
$ |
|
||||||||
The options outstanding as of
September 30, 2025
, include vested rights to purchase
|
For the nine months ended September 30, |
||||||||
|
Description |
2025 |
2024 |
||||||
|
Dividend-yield |
- | % | - | % | ||||
|
Risk-free interest rate |
% | % | ||||||
|
Expected volatility |
% | % | ||||||
|
Expected life (years) |
|
|
||||||
|
Market value per share on grant date |
$ | $ | ||||||
|
Fair value per option on grant date |
$ | $ | ||||||
10. Warrants to Purchase Common Stock
On
June 30, 2025,
the maturity dates on
two
accredited investor's Subordinated Notes were extended to
December 31, 2025.
In connection with the extension, we issued the noteholders warrants exercisable for the purchase of
The following table summarizes warrant activity during the nine months ending September 30, 2025 :
|
Warrants Outstanding & Exercisable |
Weighted - Average Exercise Price |
Average Remaining Term in Years |
||||||||||
|
Outstanding December 31, 2024 |
|
$ |
|
|
||||||||
|
Granted |
|
|
||||||||||
|
Exercised |
(
|
) |
|
|||||||||
|
Outstanding September 30, 2025 |
|
$ |
|
|
||||||||
All of the above outstanding warrants are fully vested and exercisable as of September 30, 2025 .
The fair value calculations for issued warrants are based on the following weighted average factors:
|
For the nine months ended September 30, |
||||||||
|
Description |
2025 |
2024 |
||||||
|
Dividend-yield |
|
% |
|
% | ||||
|
Risk-free interest rate |
|
% |
|
% | ||||
|
Expected volatility |
|
% |
|
% | ||||
|
Expected life (years) |
|
|
||||||
|
Exercise price per share |
$ |
|
$ |
|
||||
|
Market value per share on grant date |
$ |
|
$ |
|
||||
|
Fair value per share on grant date |
$ |
|
$ |
|
||||
11. Aemetis Biogas LLC – Series A Preferred Financing
12. Agreements
J.D. Heiskell Working Capital Agreements . Pursuant to a Corn Procurement and Working Capital Agreement with J.D. Heiskell, AAFK procures whole yellow corn from J.D. Heiskell. AAFK has the ability to obtain grain from other sources subject to certain conditions; however, in the past all AAFK grain purchases have been from J.D. Heiskell. Title to and risk of loss of the corn pass to AAFK when the corn is deposited into the Keyes Plant weigh bin. Pursuant to a separate agreement entered in May 2023, J.D. Heiskell also purchases all of our ethanol, WDG, corn oil, and CDS and sells them to marketing companies designated by us. We have designated Murex to purchase and market ethanol and A.L. Gilbert to purchase and market WDG and corn oil. Our relationships with J.D. Heiskell, Murex, and A.L. Gilbert are well established, and we believe that the relationships are beneficial to all parties involved in utilizing the distribution logistics, reaching a widespread customer base, managing inventory, and providing working capital relationships.
The following table summarizes the J.D. Heiskell purchase and sales activity during the three and nine months ended September 30, 2025 and 2024 :
|
For the three months ended September 30, |
For the nine months ended September 30, |
|||||||||||||||
|
2025 |
2024 |
2025 |
2024 |
|||||||||||||
|
Ethanol sales |
$ |
|
$ |
|
$ |
|
$ |
|
||||||||
|
Wet distiller's grains sales |
|
|
|
|
||||||||||||
|
Corn oil sales |
|
|
|
|
||||||||||||
|
CDS sales |
|
|
|
|
||||||||||||
|
Corn purchases |
|
|
|
|
||||||||||||
|
September 30, 2025 |
December 31, 2024 |
|||||||
|
Accounts receivable |
|
|
||||||
The agreements with J.D. Heiskell, Murex, and A.L. Gilbert include marketing and transportation services.
For the
three
months ended
September 30, 2025
and
2024
, we expensed marketing costs of $
Supply Trade Agreement.
On
July 1, 2022,
UBPL entered into an operating agreement with Gemini Edibles and Fats India Private Limited (“Gemini”) pursuant to which Gemini supplies UBPL with feedstock up to a credit limit of $
Forward Sale Commitments.
As of
September 30, 2025
, we have
Natural Gas Purchase Agreement.
As of
September 30, 2025
, we have a forward purchase agreement in place to buy approximately
13. Segment Information
We recognize reportable segments: “California Ethanol,” “California Dairy Renewable Natural Gas,” and “India Biodiesel.”
The “California Ethanol” segment includes our
The “California Dairy Renewable Natural Gas” segment includes the production and sale of Renewable Natural Gas ("RNG") and associated environmental attributes, consisting of anaerobic digesters located at dairies, a 36 -mile biogas collection pipeline, a biogas upgrading hub that produces RNG from the biogas, a pipeline interconnect, and ongoing construction of additional digesters.
The “India Biodiesel” segment includes our
We have additional operating segments that were determined
not
to be separately reportable segments, including our key projects under development which consist of a sustainable aviation fuel and renewable diesel production in Riverbank and Carbon Capture and Underground Sequestration ("CCUS") wells in California. Additionally, our corporate offices, Goodland Plant in Kansas, Riverbank Industrial Complex management, and our research and development facility in Minnesota are included in the “All Other” category. The corporate overhead expenses included in the "All Other" category total $
The following tables summarize financial information by reportable segment for the three months ended September 30, 2025 and 2024 :
|
For the three months ended September 30, 2025 |
||||||||||||||||||||
|
California Ethanol |
California Dairy Renewable Natural Gas |
India Biodiesel |
All Other |
Total |
||||||||||||||||
|
Revenues |
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
||||||||||
|
Gross profit (loss) |
(
|
) |
|
|
|
(
|
) | |||||||||||||
|
Net Loss |
(
|
) |
(
|
) |
(
|
) |
(
|
) |
(
|
) | ||||||||||
|
Interest expense including amortization of debt fees |
|
|
|
|
|
|||||||||||||||
|
Accretion and other expenses of Series A preferred units |
|
|
|
|
|
|||||||||||||||
|
Income tax expense |
|
|
|
|
|
|||||||||||||||
|
Depreciation |
|
|
|
|
|
|||||||||||||||
|
Gain on asset disposal |
|
|
(
|
) |
|
(
|
) | |||||||||||||
|
Stock-based compensation expense |
|
|
|
|
|
|||||||||||||||
|
Other amortization |
|
|
|
|
|
|||||||||||||||
|
EBITDA |
(
|
) |
|
(
|
) |
(
|
) |
(
|
) | |||||||||||
|
Capital expenditures |
|
|
|
|
|
|||||||||||||||
|
For the three months ended September 30, 2024 |
||||||||||||||||||||
|
California Ethanol |
California Dairy Renewable Natural Gas |
India Biodiesel |
All Other |
Total |
||||||||||||||||
|
Revenues |
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
||||||||||
|
Gross profit |
|
|
|
|
|
|||||||||||||||
|
Net income (loss) |
(
|
) |
(
|
) |
|
(
|
) |
(
|
) | |||||||||||
|
Interest expense including amortization of debt fees |
|
|
|
|
|
|||||||||||||||
|
Accretion and other expenses of Series A preferred units |
|
|
|
|
|
|||||||||||||||
|
Income tax expense |
|
|
|
|
|
|||||||||||||||
|
Depreciation |
|
|
|
|
|
|||||||||||||||
|
Stock-based compensation expense |
|
|
|
|
|
|||||||||||||||
|
Other amortization |
|
|
|
|
|
|||||||||||||||
|
Gain on debt extinguishment |
(
|
) |
|
|
|
(
|
) | |||||||||||||
|
EBITDA |
(
|
) |
(
|
) |
|
|
|
|||||||||||||
|
Capital expenditures |
|
|
|
|
|
|||||||||||||||
|
For the nine months ended September 30, 2025 |
||||||||||||||||||||
|
California Ethanol |
California Dairy Renewable Natural Gas |
India Biodiesel |
All other |
Total |
||||||||||||||||
|
Revenues |
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
||||||||||
|
Gross profit (loss) |
(
|
) |
|
(
|
) |
|
(
|
) | ||||||||||||
| - | - | - | - | - | ||||||||||||||||
|
Net loss |
(
|
) |
(
|
) |
(
|
) |
(
|
) |
(
|
) | ||||||||||
|
Interest expense including amortization of debt fees |
|
|
|
|
|
|||||||||||||||
|
Accretion and other expenses of Series A preferred units |
|
|
|
|
|
|||||||||||||||
|
Income tax expense (benefit) |
|
(
|
) |
(
|
) |
|
(
|
) | ||||||||||||
|
Depreciation |
|
|
|
|
|
|||||||||||||||
|
Gain on asset disposal |
|
|
(
|
) |
|
(
|
) | |||||||||||||
|
Stock-based compensation expense |
|
|
|
|
|
|||||||||||||||
|
Other amortization |
|
|
|
|
|
|||||||||||||||
|
EBITDA |
(
|
) |
(
|
) |
(
|
) |
(
|
) |
(
|
) | ||||||||||
|
Capital expenditures |
|
|
|
|
|
|||||||||||||||
|
Total assets as of September 30, 2025 |
|
|
|
|
|
|||||||||||||||
|
For the nine months ended September 30, 2024 |
||||||||||||||||||||
|
California Ethanol |
California Dairy Renewable Natural Gas |
India Biodiesel |
All other |
Total |
||||||||||||||||
|
Revenues from external customers |
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
||||||||||
|
Gross profit (loss) |
(
|
) |
|
|
|
|
||||||||||||||
|
Net income (loss) |
(
|
) |
(
|
) |
|
(
|
) |
(
|
) | |||||||||||
|
Interest expense including amortization of debt fees |
|
|
|
|
|
|||||||||||||||
|
Accretion and other expenses of Series A preferred units |
|
|
|
|
|
|||||||||||||||
|
Income tax expense |
|
|
|
|
|
|||||||||||||||
|
Depreciation |
|
|
|
|
|
|||||||||||||||
|
Stock-based compensation expense |
|
|
|
|
|
|||||||||||||||
|
Other amortization |
|
|
|
|
|
|||||||||||||||
|
Gain on debt extinguishment |
(
|
) |
|
|
|
(
|
) | |||||||||||||
|
Loss on asset disposals |
|
|
|
|
|
|||||||||||||||
|
EBITDA |
(
|
) |
(
|
) |
|
(
|
) |
(
|
) | |||||||||||
|
Capital expenditures |
|
|
|
|
|
|||||||||||||||
|
Total assets as of December 31, 2024 |
|
|
|
|
|
|||||||||||||||
14. Related Party Transactions
The Company owes Eric McAfee, our Chairman and CEO, and McAfee Capital LLC (“McAfee Capital”), which is owned by Mr. McAfee, $
15. Subsequent Events
On
October 15, 2025,
Aemetis Biogas LLC ("ABGL") entered into an agreement entitled Tenth Waiver and Amendment to Series A Preferred Unit Purchase Agreement ("PUPA Tenth Amendment") with an effective date of
August 31, 2025,
that provides, among other provisions, the requirement for ABGL to redeem all outstanding Series A Preferred Units by
December 31, 2025,
for an aggregate redemption price of $
16. Liquidity and Going Concern
The accompanying financial statements have been prepared contemplating the realization of assets and satisfaction of liabilities in the normal course of business. This approach to presentation is qualified by the following additional descriptions of our financial position.
Debt
We have a substantial amount of accumulated debt, and our senior lender has a security interest in substantially all of the Company's assets. We have been reliant on our senior secured lender to provide extensions to the maturity dates of its debt facilities and have been required to remit substantially all excess cash from tax credit sales as payments of that debt, in addition to other periodic payments. In order to meet our obligations during the next twelve months, we will need to refinance debt with our senior lender for amounts becoming due in the next twelve months or receive its continued cooperation.
Operational Cash Flows
We do not currently generate positive cash flow from our consolidated operations. We are pursuing the following strategies to improve liquidity:
California Ethanol
Optimize Operations . We plan to continue to operate the Keyes Plant and to optimize operating parameters based on market conditions. For example, we recently improved ethanol yields and operating margins by scaling back throughput by about 15%.
Reduce Natural Gas Use and Reduce Ethanol Carbon Intensity . We are constructing a Mechanical Vapor Recompression ("MVR") system that will reduce the Keyes Plant's natural gas consumption by about 80% and lower the carbon intensity of the ethanol produced at the Plant. This will reduce overall fuel costs and volatility and will increase income from LCFS credits and Section 45Z tax credits. The MVR project is expected to become operational in the first half of 2026.
Monetize New Section 45Z Tax Credits . The Keyes Plant started earning Section 45Z tax credits effective January 1, 2025, and we are in the process of monetizing the credits that have been earned so far. The recent federal tax and budget legislation referred to as the "One Big Beautiful Bill" that was enacted in July 2025 contains provisions that are expected to increase our future income from Section 45Z tax credits for ethanol production, including an increase in the credit amount earned for each gallon of ethanol we produce and an extension of the term of the credits to a total of five years.
Evaluate New Technologies . We continue to evaluate other opportunities to improve the Keyes Plant's financial performance by adopting new technologies or process changes that further improve energy efficiency, decrease feedstock costs, increase co-product yields, and create other margin enhancements.
California Renewable Natural Gas
Operate Twelve Digesters. We completed construction of four new digesters in 2024 and one new digester in 2025. We now have twelve operating digesters that receive feedstock from fifteen dairies and receive the correspondingly higher cash flows from the increased number of operating facilities.
Construct New Digesters . We plan to continue to build new dairy digesters that increase cash flow as allowed by capital availability. We have agreements with over fifty dairies and expect the next set of digesters to begin producing biogas in the second quarter of 2026. We are seeking debt from a variety of sources to facilitate additional digester construction.
Increase LCFS Credit Revenue . In the second quarter of 2025, the California Air Resource Board ("CARB") approved provisional pathways for seven dairy locations, which is expected to increase our LCFS credit revenue from biogas we produce from those dairies by about 160% starting in the fourth quarter of 2025, compared to the temporary pathways that previously applied. We still generate LCFS credits under temporary pathways at five operating digesters and expect LCFS revenue to increase further as we obtain more provisional LCFS pathways for those dairies. In addition, CARB's recently approved amendments to the LCFS regulation became effective July 1, 2025, which are expected to reduce the oversupply of LCFS credits and lead to higher credit prices in the future.
Monetize New Section 45Z Tax Credits . Our RNG production started earning Section 45Z production tax credits effective January 1, 2025, and we are in the process of monetizing the credits earned so far. The recent federal tax and budget legislation referred to as the "One Big Beautiful Bill" that was enacted in July 2025 contains provisions that are expected to increase our future income from Section 45Z tax credits for RNG production, including an increase in the credit amount earned for each MMBtu of RNG we produce and an extension of the term of the credits to a total of five years.
India Biodiesel
Continue Sales to OMCs . We plan to continue to operate the Kakinada Plant to produce biodiesel and glycerin and to sell the biodiesel to government-owned Oil Marketing Companies ("OMCs") to help them achieve government mandates to increase the percentage of biodiesel used in India as a percentage of total diesel uses.
Expand Operations and Plan for IPO . We have hired a new executive team in India to help develop plans for additional growth of our India business and to execute on a potential public stock offering of our India subsidiary.
Maintain Self-Sustaining Cash Flow . Notably, our India business has been self-sustaining from a cash and liquidity perspective for several years, and we expect this to continue.
Financing
While we are implementing our plans to improve liquidity, we have been raising cash for operations by selling equity through our at-the-market stock registration, and we expect to continue to do so. We also plan to seek additional funding for existing and new business opportunities through a combination of working with our senior lender, restructuring or refinancing existing loan agreements, entering into additional debt agreements for specific projects, obtaining project specific equity and debt for development projects, and obtaining additional debt from the current EB- 5 Phase II offering.
Summary
As discussed above, there have been several events in the last nine months that are expected to improve our ability to execute on the strategies for improving liquidity, including, for example, recent approval of biogas LCFS pathways, effectiveness of the new LCFS rule amendments, availability of Section 45Z tax credits for both ethanol and RNG production, and hiring of a new CFO in India to help manage an expected IPO.
Notwithstanding our plans to improve liquidity and these favorable recent events, the extent of our debt and reliance on our senior secured lender, along with expected near-term shortfalls in cash flow from operations, require us to state that there is substantial doubt about our ability to continue as a going concern over the next twelve months.
Item 2. Management ’ s Discussion and Analysis of Financial Condition and Results of Operations
Our Management ’ s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) is provided in addition to the accompanying consolidated condensed financial statements and notes to assist readers in understanding our results of operations, financial condition, and cash flows. MD&A is organized as follows:
|
● |
Overview. Discussion of our business and overall analysis of financial and other highlights affecting us to provide context for the remainder of MD&A. |
|
● |
Results of Operations. An analysis of our financial results comparing the three and nine months ended September 30, 2025 and 2024. |
|
● |
Liquidity and Capital Resources. An analysis of changes in our balance sheets and cash flows and discussion of our financial condition. |
|
● |
Critical Accounting Policies and Estimates. Accounting policies and estimates that we believe are important to understanding the assumptions and judgments incorporated in our reported financial results and forecasts. |
The following discussion should be read in conjunction with our consolidated condensed financial statements and accompanying notes included in Item 1 of Part 1 of this report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to these differences include those discussed below and elsewhere in this Report and in other reports we file with the SEC. All references to years relate to the calendar year ended December 31 of the particular year.
Overview
Founded in 2006 and headquartered in Cupertino, California, we are a renewable natural gas and biofuels company focused on the operation, acquisition, development, and commercialization of innovative technologies that lower fuel costs and reduce emissions. We operate in three reportable segments consisting of “California Ethanol,” “California Dairy Renewable Natural Gas,” and “India Biodiesel.” We have other operating segments determined not to be separately reportable that are collectively represented by the “All Other” category. Our mission is to produce innovative renewable fuel solutions that benefit communities and improve the environment. We are executing our mission by building a circular bioeconomy using agricultural products and waste to produce low carbon renewable fuels that create jobs, reduce greenhouse gas (“GHG”) emissions, and improve air quality. For revenue and other information regarding our operating segments, see Note 13 - Segment Information, of the Notes to Consolidated Financial Statements of this Form 10-Q.
Our California Ethanol segment consists of a 65 million gallon per year capacity ethanol production facility located in Keyes, California (the “Keyes Plant”) that we own and operate. In addition to low carbon renewable fuel ethanol, the Keyes Plant produces alcohol for other uses, Wet Distillers Grains (“WDG”), Distillers Corn Oil (“DCO”), and Condensed Distillers Solubles (“CDS”). WDG, DCO, and CDS are sold as animal feed to more than 80 local dairies and feedlots. We also capture the Carbon Dioxide (“CO 2 ”) generated by our fermenters and sell it to an industrial gas company that liquifies the CO₂ to sell to food, beverage, and industrial customers. We are implementing several energy efficiency initiatives focused on lowering the carbon intensity ("CI") of our ethanol, primarily by decreasing the use of fossil natural gas. Recently completed energy efficiency projects include high efficiency heat exchangers and a solar micro grid. A significant energy efficiency project in progress is the Mechanical Vapor Recompression (MVR) system that will use low carbon electricity instead of natural gas. These changes will reduce our energy costs, lower the CI of the ethanol we produce, and generate increased cash flows from LCFS and tax credits. We have already begun procuring MVR equipment and expect the system to be operational in the first half of 2026.
Our California Dairy Renewable Natural Gas segment operates anaerobic digesters at local dairies near the Keyes Plant (many of whom also purchase WDG produced by the Keyes Plant as animal feed) to produce biogas from dairy waste, transports the biogas by pipeline to the Keyes Plant site, and converts the biogas to Renewable Natural Gas (“RNG”) that is delivered to customers through the utility natural gas pipeline. We currently have twelve operating digesters that receive waste from fifteen dairies, and we are actively growing with additional digesters under construction. We have constructed 36 miles of biogas collection pipeline and have received environmental approval to construct an additional 24 miles of pipeline. We currently have agreements to build digesters and receive waste from over 50 dairies and are seeking to sign agreements with additional dairies.
Our India Biodiesel segment includes a biodiesel production plant in Kakinada, India (“Kakinada Plant”) with a production capacity of about 80 million gallons per year. The plant produces high quality distilled biodiesel and refined glycerin for customers in India. We believe the Kakinada Plant is one of the highest capacity biodiesel production facilities in India. The Kakinada Plant is capable of processing a variety of vegetable and animal oil waste feedstocks into biodiesel that meets applicable product standards. Our Kakinada Plant also distills the crude glycerin coproduct from the biodiesel refining process into refined glycerin, which is sold to the pharmaceutical, personal care, paint, adhesive, and other industries.
Our "All Other" segment consists of our projects that are under development, including our planned Carbon Capture and Underground Sequestration ("CCUS") operations and the planned sustainable aviation fuel ("SAF") and renewable diesel ("RD") plant in Riverbank, California. The All Other segment also includes our research and development facility in Minneapolis, Minnesota, operation of the Riverbank Industrial Complex, and our corporate offices in Cupertino, California.
Our SAF/RD production plant is currently designed to produce 90 million gallons per year of combined SAF/RD or 78 million gallons per year of SAF from feedstocks consisting of renewable waste vegetable and animal oils. Our project is located at the Riverbank Industrial Complex in Riverbank, California. We signed a lease with an option to purchase the Riverbank Industrial Complex in 2021 and took possession of the site in 2022. In 2023, we received a Use Permit and the California Environmental Quality Act ("CEQA") approval for the SAF/RD plant, and in 2024 we received Authority to Construct air permits for the plant. We are continuing with development activities, including engineering and financing. The Riverbank site has access to low carbon hydroelectric power, and our plant is designed to use renewable hydrogen that will be produced from byproducts of the SAF/RD production process.
Our planned CCUS projects will compress and inject CO₂ into deep wells that are monitored to ensure the long-term sequestration of carbon underground. California’s Central Valley has been identified as one of the world’s most favorable regions for large-scale CO₂ injection projects due to the subsurface geologic formations that absorb and contain CO₂ gas. The two initial Aemetis CCUS injection projects are being designed to capture and sequester more than two million metric tons per year of CO₂ at the Aemetis biofuels plant sites in Keyes and Riverbank, California. Once operational, these projects will generate revenue by selling California LCFS credits and federal Internal Revenue Code Section 45Q tax credits.
Our Minneapolis, Minnesota research and development laboratory evaluates and develops technologies that would use low carbon intensity and waste feedstocks to produce low or below zero carbon intensity biofuels and biochemicals. We are focused on processes that extract sugar from cellulosic feedstocks and produce low carbon ethanol, renewable hydrogen, SAF, and RD.
Results of Operations
Three Months Ended September 30, 2025, Compared to Three Months Ended September 30, 2024
Revenues
Our revenues are derived primarily from sales of ethanol and WDG for our California Ethanol segment, renewable natural gas ("RNG") environmental attributes for our California Dairy Renewable Natural Gas segment, and biodiesel for our India Biodiesel segment.
|
2025 |
2024 |
Inc/(dec) |
% change |
|||||||||||||
|
California Ethanol |
$ | 40,726 | $ | 44,934 | $ | (4,208 | ) | (9.4 | )% | |||||||
|
California Dairy Renewable Natural Gas |
3,996 | 4,250 | (254 | ) | (6.0 | )% | ||||||||||
|
India Biodiesel |
14,468 | 32,257 | (17,789 | ) | (55.1 | )% | ||||||||||
|
Total |
$ | 59,190 | $ | 81,441 | $ | (22,251 | ) | (27.3 | )% | |||||||
California Ethanol. For the three months ended September 30, 2025, this segment generated 77% of its revenue from sales of ethanol, and the rest from sales of WDG, Corn Oil, CDS, and CO₂. For the three months ended September 30, 2025, the Keyes Plant sold 14.7 million gallons of ethanol at an average price of $2.13 per gallon and 96.0 thousand tons of WDG at an average price of $76.26 per ton, compared to sales during the three months ended September 30, 2024, when the Keyes Plant sold 15.5 million gallons of ethanol at an average price of $2.12 per gallon and 106.0 thousand tons of WDG at an average price of $84.35 per ton. Revenue decreased by 9% primarily due to our scaling back of the Keyes Plant production rate to optimize yields, resulting in a decrease in sales volume of ethanol by 5% and WDG by 10% along with a 10% decrease in the average price of WDG.
California Dairy Renewable Natural Gas. During the three months ended September 30, 2025, we sold 114.0 thousand MMBtu ("million British thermal units") of RNG at an average price of $3.45 per MMBtu, compared to the three months ended September 30, 2024, when we sold 86.0 thousand MMBtu of RNG at an average price of $2.77 per MMBtu. During the three months ended September 30, 2025, we sold 1.0 million D3 RINs at an average price of $2.37 per D3 RIN, compared to the three months ended September 30, 2024, when we sold 935.3 thousand D3 RINs at an average price of $3.37 per RIN. We have been generating LCFS credits associated with the RNG sales based on the default carbon intensity ("CI") of negative 150 while our individual dairy CI pathways were waiting for approval from the California Air Resources Board ("CARB"), which was received for seven of our dairies and effective during the three-month period ended September 30, 2025. During the period ended September 30, 2025, we sold 22.2 thousand LCFS credits at an average price of $53.50 each, compared to 20.0 thousand LCFS credits at an average price of $43.00 each during the period ended September 30, 2024.
India Biodiesel. In 2024 and 2025, all of our India sales of biodiesel were to government owned Oil Marketing Companies ("OMCs") pursuant to the OMC tender and allocation process. For the three months ended September 30, 2025 and 2024, we generated 96% of our India segment revenues from the sale of biodiesel and 4% from other sales . The decrease in revenues was primarily due to delays in receiving the tender contracts from OMCs and a change in the purchase price offered in the tender from cost-plus to a fixed price specified in the tender . We sold 12.5 thousand metric tons of biodiesel during the three months ended September 30, 2025 , compared to 26.0 thousand metric tons of biodiesel sold during the three months ended September 30, 2024 .
Cost of Goods Sold
Cost of goods sold consists primarily of feedstock, energy, chemicals, direct costs (principally labor and labor related costs), and overhead. Depending on the costs of these inputs in comparison to the sales price of our end products, our gross margins at any given time can vary from positive to negative. Overhead includes direct and indirect costs associated with plant operations, including the cost of repairs and maintenance, consumables, maintenance, on-site security, insurance, and depreciation.
We purchase our feedstock for California Ethanol from J.D. Heiskell based on daily market prices for corn plus costs of rail transportation, local basis, and a handling fee paid to J.D. Heiskell. The credit term for the corn purchased from J.D. Heiskell is one day, netted from our product sales. Cost of goods sold also includes the cost of electricity and natural gas, chemicals, maintenance, direct labor, depreciation, and freight.
We obtain the feedstock for producing RNG from dairy operators who lease us their land for construction of our digesters and supply our digesters with manure in liquid form. Our cost of feedstock is established by manure supply agreements based on the value of the environmental attributes and the number of cows at each dairy.
We procure several different feedstocks for the Kakinada Plant, including stearin, a non-edible feedstock, from neighboring natural oil processing plants. Raw material is received by truck and loaded at our vendor's nearby facilities. Credit terms vary by vendor. However, we generally receive 15 days of credit for the purchases. We purchase crude glycerin in the international market on letters of credit or advance payment terms as market prices become viable.
|
2025 |
2024 |
Inc/(dec) |
% change |
|||||||||||||
|
California Ethanol |
$ | 42,158 | $ | 44,849 | $ | (2,691 | ) | (6.0 | )% | |||||||
|
California Dairy Renewable Natural Gas |
2,696 | 2,353 | 343 | 14.6 | % | |||||||||||
|
India Biodiesel |
14,394 | 30,361 | (15,967 | ) | (52.6 | )% | ||||||||||
|
Total |
$ | 59,248 | $ | 77,563 | $ | (18,315 | ) | (23.6 | )% | |||||||
California Ethanol. We ground 5.0 million bushels of corn at an average cost of $5.95 per bushel during the three months ended September 30, 2025 , compared to 5.5 million bushels of corn at an average cost of $6.07 per bushel during the three months ended September 30, 2024. The decrease in cost of goods sold for the three months ended September 30, 2025, is mainly due to the planned reduction in the quantity of corn ground along with a slight decrease in the average corn price per bushel.
California Dairy Renewable Natural Gas. Cost of goods sold increased between the third quarter of 2024 to the third quarter of 2025 as a result of the increased manure costs, digester maintenance expenses, and depreciation from additional digesters placed into service
India Biodiesel. The decrease in cost of goods sold during the three months ended September 30, 2025 , compared to September 30, 2024 , was attributable to reduced biodiesel sales resulting in a 52% decrease in tons of feedstock used, offset by a 7% cost increase in feedstock used .
Gross profit (loss)
|
2025 |
2024 |
Inc/(dec) |
% change |
|||||||||||||
|
California Ethanol |
$ | (1,432 | ) | $ | 85 | $ | (1,517 | ) | (1784.7 | )% | ||||||
|
California Dairy Renewable Natural Gas |
1,300 | 1,897 | (597 | ) | (31.5 | )% | ||||||||||
|
India Biodiesel |
74 | 1,896 | (1,822 | ) | (96.1 | )% | ||||||||||
|
Total |
$ | (58 | ) | $ | 3,878 | $ | (3,936 | ) | (101.5 | )% | ||||||
California Ethano l. The decrease in gross profit during the three months ended September 30, 2025, compared to the same period in 2024, was attributable primarily to decreases in volumes by 5% and 10% for ethanol and WDG respectively, coupled with a decrease of 10% in the average sales price of WDG, and partially offset by a 7.2% cost reduction.
California Dairy Renewable Natural Gas. The decrease in gross profit for the three months ended September 30, 2025, compared to the same period in 2024, i s due to the increase in costs of goods sold for the increased number of operating digesters.
India Biodiesel. The decrease in gross profit for the three months ended September 30, 2025, compared to the same period in 2024, reflects the decrease in the quantity of biodiesel sold, as well as a decrease in glycerin sold, coupled with an increase in feedstock costs.
Operating (income)/expense and non-operating (income)/expense
|
2025 |
2024 |
Inc/(dec) |
% change |
|||||||||||||
|
Selling, general and administrative |
8,450 | 7,750 | 700 | 9.0 | % | |||||||||||
|
Other expense (income): |
||||||||||||||||
|
Interest expense |
||||||||||||||||
|
Interest rate expense |
$ | 11,889 | $ | 10,096 | $ | 1,793 | 17.8 | % | ||||||||
|
Debt related fees and amortization expense |
1,061 | 1,651 | (590 | ) | (35.7 | )% | ||||||||||
|
Accretion and other expenses of Series A preferred units |
2,034 | 3,267 | (1,233 | ) | (37.7 | )% | ||||||||||
|
Other (income) expense |
249 | (1,225 | ) | 1,474 | (120.3 | )% | ||||||||||
SG&A expenses consist primarily of salaries and related expenses for employees, marketing expenses related to sales of ethanol and WDG in California Ethanol and biodiesel and other products in India Biodiesel, as well as professional fees, insurance, other corporate expenses, and related facility expenses. SG&A expenses as a percentage of revenue were 14% in the three months ended September 30, 2025, compared to 10% in the three months ended September 30, 2024. SG&A expense remained consistent between the comparative quarters, while revenue decreased during the three months ended September 30, 2025.
Nine Months Ended September 30, 2025, Compared to Nine Months Ended September 30, 2024
Revenues
|
2025 |
2024 |
Inc/(dec) |
% change |
|||||||||||||
|
California Ethanol |
$ | 115,762 | $ | 121,155 | $ | (5,393 | ) | (4.5 | )% | |||||||
|
California Dairy Renewable Natural Gas |
9,490 | 9,640 | (150 | ) | (1.6 | )% | ||||||||||
|
India Biodiesel |
29,067 | 89,841 | (60,774 | ) | (67.6 | )% | ||||||||||
|
Total |
$ | 154,319 | $ | 220,636 | $ | (66,317 | ) | (30.1 | )% | |||||||
California Ethanol. For the nine months ended September 30, 2025, this segment generated 75% of its revenue from sales of ethanol, and the rest from sales of WDG, corn oil, CDS, and CO₂. During the nine months ended September 30, 2025, the Keyes plant sold 42.6 million gallons of ethanol at an average price of $2.04 per gallon and 280.0 thousand tons of WDG at an average price of $82.66 per ton, compared to sales during the nine months ended September 30, 2024, when the Keyes plant sold 44.4 million gallons of ethanol at an average price of $1.97 per gallon and 305.0 thousand tons of WDG at an average price of $90.13 per ton. The California Ethanol segment's revenue decreased due to decrease in the quantities sold for ethanol and WDG along with a decrease in the WDG price.
California Dairy Renewable Natural Gas. During the nine months ended September 30, 2025, we sold 291.3 thousand MMBtu ("million British thermal units") of RNG at an average price of $3.24 per MMBtu, compared to the nine months ended September 30, 2024, when we sold 234.8 thousand MMBtu of RNG at an average price of $2.88 per MMBtu. During the nine months ended September 30, 2025, we sold 2.2 million D3 RINs at an average price of $2.50 per D3 RIN, compared to the nine months ended September 30, 2024, when we sold 2.0 million D3 RINs at an average price of $3.23 per RIN. We have been generating LCFS credits associated with the RNG sales based on the default carbon intensity ("CI") of negative 150 while our individual dairy CI pathways were waiting for approval from the California Air Resources Board ("CARB"), which was received for seven of our dairies and effective during the three-month period ended September 30, 2025. During the nine months ended September 30, 2025, we sold 52.2 thousand LCFS credits at an average price of $59.80 each, compared to 43.0 thousand metric tons of LCFS credits at an average price of $55.16 each during the nine months ended September 30, 2024.
India Biodiesel. For the nine months ended September 30, 2025 , the Kakinada Plant generated $23.5 million in revenue from sales of biodiesel and $5.6 million from other sales. The India biodiesel plant generated $85.8 million in revenue from biodiesel and $4.0 million in revenue from other sales during the same period in 2024. The segment's revenue decreased due to delays in OMCs issuing tenders and the OMCs use of fixed price contracts compared to higher volumes sold under cost plus contracts in the same period in 2024.
Cost of Goods Sold
|
2025 |
2024 |
Inc/(dec) |
% change |
|||||||||||||
|
California Ethanol |
$ | 125,938 | $ | 130,649 | $ | (4,711 | ) | (3.6 | )% | |||||||
|
California Dairy Renewable Natural Gas |
7,030 | 5,669 | 1,361 | 24.0 | % | |||||||||||
|
India Biodiesel |
29,844 | 82,858 | (53,014 | ) | (64.0 | )% | ||||||||||
|
Total |
$ | 162,812 | $ | 219,176 | $ | (56,364 | ) | (25.7 | )% | |||||||
California Ethanol. We ground 14.4 million bushels of corn at an average cost of $6.33 per bushel during the nine months ended September 30, 2025 , compared to 15.6 million bushels of corn at an average price of $6.25 per bushel during the nine months ended September 30, 2024. The slight decrease in cost of goods sold for the nine months ended September 30, 2025, is mainly due to the decrease in the quantity of the corn ground.
California Dairy Renewable Natural Gas. Cost of goods sold includes dairy manure payments, equipment maintenance, and depreciation. The increase in 2025 was primarily due to increased manure costs, maintenance costs, and depreciation from the increased number of operating digesters.
India Biodiesel. The decrease in cost of goods sold during the nine months ended September 30, 2025 , compared to September 30, 2024 , was attributable to a reduced use of feedstock due to reduced sales of biodiesel during the nine months ended September 30, 2025 , of 21.0 thousand metric tons compared to 73.5 thousand metric tons of biodiesel sold during the nine months ended September 30, 2024 .
Gross profit (loss)
|
2025 |
2024 |
Inc/(dec) |
% change |
|||||||||||||
|
California Ethanol |
$ | (10,176 | ) | $ | (9,494 | ) | $ | (682 | ) | 7.2 | % | |||||
|
California Dairy Renewable Natural Gas |
2,460 | 3,971 | (1,511 | ) | (38.1 | )% | ||||||||||
|
India Biodiesel |
(777 | ) | 6,983 | (7,760 | ) | (111.1 | )% | |||||||||
|
Total |
$ | (8,493 | ) | $ | 1,460 | $ | (9,953 | ) | (681.7 | )% | ||||||
California Ethano l. The slight increase in gross loss between the nine months ended September 30, 2025, and the same period in 2024 was attributable primarily to a 4% decrease in the volume of ethanol sold and an 8% decrease in the volume of WDG sold, along with an 8% decrease in the average price of WDG sold, partially offset by a 4% decrease in costs.
California Dairy Renewable Natural Gas. The decrease in gross profit for the nine months ended September 30, 2025, compared to the same period in 2024 is due to the increase in costs of goods sold for the increased number of operating digesters along with a decrease in the average price of D3 RINs by 23% .
India Biodiesel. The decrease in gross profit during the nine months ended September 30, 2025 , compared to the Nine months ended September 30, 2024 reflects reduced sales in 2025 and a 51% increase in feedstock costs.
Operating (income)/expense and non-operating (income)/expense
|
2025 |
2024 |
Inc/(dec) |
% change |
|||||||||||||
|
Selling, general and administrative expenses |
26,244 | 28,400 | (2,156 | ) | (7.6 | )% | ||||||||||
|
Other expense (income): |
||||||||||||||||
|
Interest expense |
||||||||||||||||
|
Interest rate expense |
$ | 34,142 | $ | 29,092 | 5,050 | 17.4 | % | |||||||||
|
Debt related fees and amortization expense |
4,831 | 4,892 | (61 | ) | (1.2 | )% | ||||||||||
|
Accretion and other expenses of Series A preferred units |
6,345 | 10,055 | (3,710 | ) | (36.9 | )% | ||||||||||
|
Other income |
(1,078 | ) | (1,176 | ) | 98 | (8.3 | )% | |||||||||
SG&A expenses consist primarily of salaries and related expenses for employees, marketing expenses related to sales of ethanol and WDG in California Ethanol and biodiesel and other products in India Biodiesel, as well as professional fees, insurance, other corporate expenses, and related facility expenses. SG&A expenses as a percentage of revenue increased to 17% in the nine months ended September 30, 2025, compared to 13% in the nine months ended September 30, 2024. The overall decrease in SG&A expense was primarily due to a $3.6 million loss on an asset write-off in the nine months ended September 30, 2024, $0.5 million reduction in digester-related administrative expenses, and $0.4 million reduction in stock compensation expenses; offset by a $1.1 million i ncrease in professional fees, $1.9 million increase in taxes, insurance, rent, utilities, supplies, and repairs, and $0.6 million increase in rental income from subleases in the nine months ended September 30, 2025.
Liquidity and Capital Resources
Cash and Cash Equivalents
Cash and cash equivalents were $5.6 million at September 30, 2025, with $0.3 million held in our North American entities a nd $5.3 million in our India entity. We expect that our future available cash resources will be generated from operations, sales of equity, sales of tax credits, and new debt. Incurrence of new debt and the associated use of proceeds from future debt financings are subject to approval by our senior lender.
Liquidity
Cash and cash equivalents, current assets, current liabilities, and debt at the end of each period were as follows (in thousands):
|
As of |
||||||||
|
September 30, 2025 |
December 31, 2024 |
|||||||
|
Cash and cash equivalents |
$ | 5,584 | $ | 898 | ||||
|
Current assets (including cash, cash equivalents, and deposits) |
15,554 | 44,696 | ||||||
|
Current and long-term liabilities (excluding all debt) |
192,468 | 185,169 | ||||||
|
Current & long-term debt |
353,503 | 338,061 | ||||||
Our principal sources of liquidity have been cash provided by the sale of equity, operations, and borrowings under various debt arrangements.
We operate in a volatile market in which we have limited control over major components of input costs and product revenues. We are making investments in future facilities and facility upgrades that improve overall margins while lessening the impact of volatile markets. As such, we expect cash provided by operating activities to fluctuate in future periods primarily because of changes in the prices for corn, ethanol, WDG, DCO, CDS, biodiesel, waste fats and oils, glycerin, non-refined palm oil, natural gas, LCFS credits, and D3 RINs. To the extent that we experience periods in which the spread between ethanol prices and corn and energy costs narrow or the value of environmental attributes or tax credits is reduced, we require additional working capital to fund operations.
The India Biodiesel segment utilized its receivables financing facility during the quarter to support short-term liquidity needs. Although the facility was fully repaid by quarter-end, it remains available for future use. The Company believes this arrangement provides flexibility in managing cash flows while maintaining prudent risk oversight.
We are implementing several strategies to improve our cash flow from operations, as described in more detail in Note 16 Liquidity of our Consolidated Financial Statements in Item 1 of Part 1 above.
Senior Secured Debt
As of September 30, 2025, the outstanding balance of principal, interest and fees, net of discounts, on all Third Eye Capital Notes totals $236.6 million. The maturity dates for the debts to Third Eye Capital are as follows:
● Due on demand: $47.1 million
● March 1, 2026: $28.7 million
● April 1, 2026: $160.8 million
Third Eye Capital has provided a series of accommodating amendments to our debt facilities as described in further detail in Note 5. Debt of the Notes to Consolidated Financial Statements in this Form 10-Q. However, future amendments or accommodations will continue to be at the discretion of the lender. In the event our senior lender does not extend our debt, we would likely not have sufficient cash to pay the debt when due unless we are able to obtain alternative financing.
Change in Debt, Working Capital and Cash Flows
The following table describes the changes in current and long-term debt (in thousands) during the nine months ended September 30, 2025:
|
Increases to debt: |
||||||||
|
Accrued interest |
$ | 34,086 | ||||||
|
Maturity date extension fee and other fees added to senior debt |
2,410 | |||||||
|
Sub debt extension fees |
680 | |||||||
|
Change in debt issuance costs, net of amortization |
799 | |||||||
|
Construction Loan draw |
1,228 | |||||||
|
Secured loans and Working capital loan draw |
24,308 | |||||||
|
TEC short term promissory note |
3,800 | |||||||
|
Equipment financing |
51 | |||||||
|
Total increases to debt |
$ | 67,362 | ||||||
|
Decreases to debt: |
||||||||
|
Principal, fees, and interest payments to senior lender |
$ | (15,276 | ) | |||||
|
Principal and interest payments and reductions to EB-5 promissory note |
(82 | ) | ||||||
|
Reclassification of EB-5 broker promissory note |
(2,595 | ) | ||||||
|
Term Loan Payments |
(7 | ) | ||||||
|
Construction Term Loan Payments |
(3,838 | ) | ||||||
|
Secured loans and Working capital loans payments |
(29,768 | ) | ||||||
|
Jessup purchase notes payments |
(318 | ) | ||||||
|
Reclass to accounts payable for payment |
(36 | ) | ||||||
|
Total decreases to debt |
$ | (51,920 | ) | |||||
|
Change in total debt |
$ | 15,442 |
Working capital changes reflect (i) a $20.3 million decrease in inventories primarily due to restarting shipments of biodiesel to the OMCs after a delay in tenders; (ii) a $12.4 million decrease in accounts receivable and tax credit receivable primarily due to receipt of $12.3 million in tax credit sale receivable, along with a $0.5 million increase in North America and a $0.6 million decrease in the India Biodiesel segment; (iii) a $0.9 million decrease in other current assets in the India Biodiesel segment.
Cash used in operating activities was $2.5 million, derived from a net loss of $71.7 million, non-cash changes of $23.4 million, and changes in operating assets and liabilities of $45.8 million. The non-cash changes primarily consisted of: (i) $5.0 million in stock-based compensation expense, (ii) $7.0 million in depreciation expenses, (iii) $4.9 million in amortization of debt issuance costs and other intangible assets, (iv) $6.3 million in preferred unit accretion and other expenses of Series A Preferred Units. Cash increases related to changes in operating assets and liabilities consisted primarily of (i) a decrease in inventory of $20.3 primarily due to the India biodiesel segment selling feedstock and biodiesel inventory, (ii) $12.3 million receipt from tax credit sales, (iii) $0.7 million reduction in accounts receivable and prepaid expenses, (iv) $19.5 million increase in accrued interest expense and fees, and (v) $2.9 million increase in other liabilities. This was offset by (i) a $9.2 million decrease in accounts payable and (ii) an increase in other assets of $0.7 million.
Cash used in investing activities was $9.0 million, of which $9.4 million was primarily used for capital projects associated with production of RNG and energy efficiency projects in California offset by $0.4 million grants received.
Cash provided by financing activities was $16.4 million, consisting primarily of (i) $29.2 million proceeds from borrowings, and (ii) $25.7 million from sales of common stock and exercised stock options, offset by (i) $35.7 million in repayments of borrowings, (ii) $2.2 million in payments on Series A Preferred financing, and (iii) $0.7 million in debt renewal, waiver fee, and finance lease payments.
Our ongoing at-the-market stock sales registration allows us to sell shares of our common stock into the publicly traded market. During the three months ended September 30, 2025, we sold 2.9 million shares of common stock for net proceeds of $7.5 million net of commissions. During the nine months ended September 30, 2025, we sold 13 million shares of common stock for net proceeds of $25.5 million net of commissions, which is included in the cash provided by financing activities noted above.
Critical Accounting Policies and Estimates
Our discussion and analysis of financial condition and results of operations are based on our consolidated financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported net sales and expenses for each period. We believe that of our most significant accounting policies and estimates, defined as those policies and estimates that we believe are the most important to the portrayal of our financial condition and results of operations and that require management’s most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effects of matters that are inherently uncertain are: liquidity; debt covenant forecast; and recoverability of long-lived assets. These significant accounting principles are more fully described in “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies” in our Annual Report on Form 10-K for the year ended December 31, 2024.
Recently Issued Accounting Pronouncements
None reported beyond those disclosed in our Annual Report on Form 10-K for the year ended December 31, 2024.
Off Balance Sheet Arrangements
None.
Item 3. Quantitative and Qualitative Disclosures about Market Risk.
Not applicable.
Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures.
Management, with the participation of our Chief Executive Officer (CEO) and Chief Financial Officer (CFO), carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the Exchange Act). Based on this evaluation, our CEO and CFO concluded that, although remediation plans were initiated to address the material weaknesses over financial reporting as identified in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, IT general controls along with certain internal controls over financial reporting were not effective to provide reasonable assurance that the information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in Securities and Exchange Commission rules and forms, and is accumulated and communicated to our management, including our CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.
Changes in Internal Control over Financial Reporting.
As discussed in greater detail under Item 9A, Controls and Procedures, in our Annual Report on Form 10-K for the year ended December 31, 2024, we are executing our remediation plans to address the material weaknesses in our internal controls related to information technology general controls and information technology systems as well as documentation.
None.
Not applicable.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
In July 2025, we issued 113,000 shares of Aemetis, Inc. common stock to two lenders in connection with the lenders' exercise of warrants issued during the prior quarter. The issuance of the shares was exempt from registration under Section 4(2) of the Securities Act of 1933, as amended, as issuances of securities not involving any public offering.
In August 2025, we issued 20,000 shares of Aemetis, Inc. common stock as compensation to a service provider. The issuance of the shares was exempt from registration under Section 4(2) of the Securities Act of 1933, as amended, as issuances of securities not involving any public offering.
In September 2025, we issued 19,686 shares of Aemetis, Inc. common stock to a vendor in connection with a services agreement at an effective value of $2.54 per share, which was the closing price on the Nasdaq market on the date prior to such issuance. The issuance of the shares was exempt from registration under Section 4(2) of the Securities Act of 1933, as amended, as issuances of securities not involving any public offering.
Item 3. Defaults Upon Senior Securities.
No unresolved defaults on senior securities occurred during the nine months ended September 30, 2025.
Item 4. Mine Safety Disclosures.
None.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
|
Aemetis, Inc. |
||
| Date: November 6, 2025 |
By: |
/s/ Eric A. McAfee |
|
Eric A. McAfee Chair of the Board and Chief Executive Officer (Principal Executive Officer) |
||
| Date: November 6, 2025 |
By: |
/s/ Todd Waltz |
|
Todd Waltz Executive Vice President and Chief Financial Officer (Principal Financial Officer) |
||