Form 8-K - Current report

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): March 7, 2024

 

Aemetis, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware		001-36475		26-1407544
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

20400 Stevens Creek Blvd., Suite 700

Cupertino, CA 95014

(Address of principal executive offices) (Zip Code)

 

Registrant's telephone number, including area code:

[phone]

 

(Former name or former address, if changed since last report.)

 

Securities registered pursuant to Section 12(b) of the Act:

 

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

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 ( 240.12b-2 of this chapter)  ☐

 

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. ☐

 

 

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Item 2.02 Results of Operations and Financial Condition.

 

On March 7, 2024, Aemetis, Inc. (the “Company”) issued a press release announcing its earnings for the three and twelve months ended December 31, 2023.

 

The press release is being furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

This Form 8-K and Exhibit 99.1 hereto shall be deemed “furnished” and not “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and shall not be incorporated by reference into any registration statement of the issuer.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

EXHIBIT NUMBER		DESCRIPTION
Exhibit 99.1		Earnings Release dated March 7, 2024
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

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SIGNATURES

 

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 hereunto duly authorized.

 

	AEMETIS, INC.
	By:	/s/ Eric A. McAfee
	Name:	Eric A. McAfee
	Title:	Chief Executive Officer
March 7, 2024		(Principal Executive Officer)

 

 

Exhibit 99.1

 

 

 

 

External Investor Relations Contact: Kirin Smith PCG Advisory Group [phone] [e-mail]

Company Contact: Todd Waltz Chief Financial Officer [phone] [e-mail]

 

 

Aemetis Reports 2023 Fourth Quarter and Year-End Results

India biodiesel segment reports $77.2 million of annual sales, an increase of 175% over prior year

 

CUPERTINO, Calif. – March 7, 2024 – Aemetis, Inc. (NASDAQ: AMTX), a renewable natural gas and renewable fuels company focused on low and negative carbon intensity products, today announced its financial results for the fourth quarter and twelve months ended December 31, 2023.

 

“Revenues were $70.8 million for the fourth quarter of 2023, an increase from $66.7 million for the fourth quarter of 2022. Revenues for the full year of 2023 were $186.7 million which includes growth in revenue to $77.2 million from the India Biodiesel segment and $5.5 million from the California Renewable Natural Gas segment, along with the decrease in revenue from the extended maintenance and upgrade cycle at the Keyes plant which allowed for the acceleration of the implementation of several important ethanol plant efficiency upgrades during the historically high natural gas price period in early 2023,” said Todd Waltz, Chief Financial Officer of Aemetis.  “Capital expenditures for carbon intensity reduction and production expansion projects were $33 million for 2023 as our engineering and construction teams moved forward with the initiatives outlined in our Five Year Plan,” added Waltz.

 

During 2023, Aemetis achieved key milestones, including:

 

●

Repaid $50.2 million of Third Eye Capital debt in Q3 2023, reducing loan balances for the Aemetis Biogas, Aemetis Keyes ethanol plant, Aemetis Riverbank SAF/RD, and Aemetis CCS projects;

 

●

Adjusted EBITDA plus IRA investment tax credit sales generated $32.7 million of positive cash flow during 2023;

 

●

Received the key Use Permit and CEQA last year and recently received the Authority to Construct air permits to build a 90 million gallon per year sustainable aviation fuel and renewable diesel plant at Riverbank Industrial Complex;

 

●

Extended repayment on $108 million of Third Eye Capital debt related to Aemetis Biogas at an effective interest rate of 8.5% for the first four months of 2024;

 

●

Received $55 million from the sale of $63 million of IRA investment tax credits related to qualified biogas project capital expenditures by Aemetis Biogas;

 

 

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●

Closed $50 million of new credit facilities related to USDA guaranteed loans, including $25 million of existing credit facilities and $25 million of additional 20-year financing to fund capital expenditures at Aemetis Biogas;

 

●

Increased Aemetis Biogas commissioned production capacity by 300% during 2023;

 

●

Commissioned 36 miles of biogas pipeline, the biogas-to-RNG production facility, and the utility gas interconnection unit;

 

●

Received approval of the CEQA environmental review to extend the biogas pipeline to a total of 60 miles allowing for collection of biogas from an aggregate of about 40 dairies;

 

●

Received approval for the generation of D3 RINs by our Renewable Natural Gas business and completed the first sales of these D3 RINs;

 

●

Received the first CO2 sequestration characterization well permit issued by the State of California to a private company;

 

●

Expanded our India biodiesel production capacity to 60 million gallons per year ahead of schedule; and

 

●

Received allocations for a combined $184 million of biodiesel sales in India for 2023 and the first three quarters of 2024, which we expect to continue as an ongoing fuel supply relationship with the three government-owned oil marketing companies in India.

 

“In addition to achieving important operational milestones during 2023 in all of our business segments, we closed one new credit facility and refinanced another construction debt facility for an aggregate of $50 million of USDA-guaranteed, 20-year funding to construct dairy digesters,” said Eric McAfee, Chairman and CEO of Aemetis. “We invite investors to review the updated Aemetis Five Year Plan on the Aemetis home page prior to the earnings call.”

 

Today, Aemetis will host an earnings review call at 11:00 a.m. Pacific time (PT).

 

Live Participant Dial In (Toll Free): [phone] entry code 971618

Live Participant Dial In (International): [phone] entry code 971618

Webcast URL: https://www.webcaster4.com/Webcast/Page/2211/50051

 

For the presentation and details on the call, please visit http://www.aemetis.com/investors/conference-calls/.

 

 

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Financial Results for the Three Months Ended December 31, 2023

 

Revenues were $70.8 million for the fourth quarter of 2023, an increase from $66.7 million for the fourth quarter of 2022. The ethanol gallons sold increased from 13.4 million gallons during the fourth quarter of 2022 to 15 million gallons during the fourth quarter of 2023. Biodiesel sales of 18.3 thousand metric tons were recorded during the fourth quarter of 2023 at $1,157 per metric ton. Our California Ethanol segment accounted for $45 million of revenues and our India Biodiesel segment accounted for $22 million of revenues during the period.

 

Cost of Goods Sold increased from $67.9 million during the fourth quarter of 2022 to $69.9 million during the fourth quarter of 2023, due to 18% increase in feedstock costs from the incremental sales in our India Biodiesel segment coupled with an increase in corn ground from 4.3 million bushels during the fourth quarter of 2022 to 5.2 million bushels during the fourth quarter of 2023 offset by a 33% decrease in the average delivered cost of corn.

 

Gross profit for the fourth quarter of 2023 was $864 thousand, compared to a gross loss of $1.1 million during the same period in 2022.

 

Selling, general and administrative expenses rose from $7.5 million during the fourth quarter of 2022 to $9.8 million during the fourth quarter of 2023.

 

Operating loss was $9.0 million for the fourth quarter of 2023, compared to an operating loss of $8.7 million during the fourth quarter of 2022.

 

Net loss was $25.4 million for the fourth quarter of 2023, compared to a net loss of $22.4 million for the fourth quarter of 2022.

 

Cash at the end of the fourth quarter of 2023 was $2.7 million, compared to $4.3 million at the end of the fourth quarter of 2022.

 

Financial Results for the Twelve Months Ended December 31, 2023

 

Revenues were $187 million for the twelve months ended December 31, 2023, compared to $257 million for 2022. During 2023, $77.2 million revenues were generated by the India Biodiesel segment and $5.5 million revenues were generated by the California Renewable Natural Gas segment, and $104.3 million revenues were generated by the California ethanol segment due to the extended maintenance cycle at the Keyes ethanol plant which allowed for the acceleration of the implementation of several important ethanol plant efficiency upgrades during the historically high natural gas prices.

 

Cost of Goods Sold decreased from $262 million during the twelve months ended December 31, 2022 to $185 million during the same period in 2023 following the revenue changes during 2023. In addition, delivered corn cost decreased from an average of $9.65 per bushel during the twelve months of 2022 to $7.11 per bushel during the twelve months of 2023.

 

Gross profit for the twelve months ended December 31, 2023 was $2.0 million, compared to a gross loss of $5.5 million during the same period in 2022. Our India Biodiesel segment accounted for $9.0 million of gross profit from sales of biodiesel for the year ended December 31, 2023.

 

Selling, general and administrative expenses increased to $39.3 million during the twelve months ended December 31, 2023, compared to $28.7 million during the same period in 2022 primarily attributable to the stock compensation of $5.0 million and the reclassification of expenses from cost of goods sold during the extended maintenance cycle of the Keyes plant.

 

Operating loss was $37.4 million for the twelve months ended December 31, 2023, compared to an operating loss of $34.4 million for the same period in 2022, with the Keyes Plant only operating for 7 months in 2023

 

Interest expense was $39.5 million during the year ended December 31, 2023, excluding accretion and other expense of Series A preferred units in our Aemetis Biogas LLC subsidiary, compared to interest expense of $28.8 million during the year ended December 31, 2022. Additionally, our Aemetis Biogas LLC subsidiary recognized $25.3 million of accretion and debt extinguishment costs in connection with redemption liabilities on its preferred stock during the year ended December 31, 2023, compared to $59.3 million during the same period in 2022.

 

Net loss was $46.4 million for the twelve months ended December 31, 2023, compared to a net loss of $107.8 million during the same period in 2022.

 

Cash at the end of the fourth quarter of 2023 was $2.7 million compared to $4.3 million at the end of the twelve months ended December 31, 2022. Investments in our low carbon initiatives increased property, plant and equipment by $33 million while debt repayments of $51.3 million were made to our senior lender during the twelve months ended December 31, 2023.

 

 

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About Aemetis

 

Headquartered in Cupertino, California, Aemetis is a renewable natural gas, renewable fuel and biochemicals company focused on the acquisition, development and commercialization of innovative technologies that replace petroleum-based products and reduce greenhouse gas emissions. Founded in 2006, Aemetis is operating and actively expanding a California biogas digester network and pipeline system to convert dairy waste gas into Renewable Natural Gas. Aemetis owns and operates a 65 million gallon per year ethanol production facility in California’s Central Valley near Modesto that supplies about 80 dairies with animal feed. Aemetis owns and operates a 60 million gallon per year production facility on the East Coast of India producing high quality distilled biodiesel and refined glycerin for customers in India and Europe. Aemetis is developing the sustainable aviation fuel (SAF) and renewable diesel fuel biorefinery in California to utilize renewable hydrogen, hydroelectric power, and renewable oils to produce low carbon intensity renewable jet and diesel fuel. For additional information about Aemetis, please visit www.aemetis.com.

 

NON-GAAP FINANCIAL INFORMATION

 

We have provided non-GAAP measures as a supplement to financial results based on GAAP. A reconciliation of the non-GAAP measures to the most directly comparable GAAP measures is included in the accompanying supplemental data. Adjusted EBITDA is defined as net income/(loss) plus (to the extent deducted in calculating such net income) interest expense, loss on debt extinguishment, loss on lease termination, USDA cash grants, income tax expense or benefit, intangible and other amortization expense, accretion expense, depreciation expense, gain on litigation, loss on impairment of intangibles and share-based compensation expense.

 

Adjusted EBITDA is not calculated in accordance with GAAP and should not be considered as an alternative to net income/(loss), operating income or any other performance measures derived in accordance with GAAP or to cash flows from operating, investing or financing activities as an indicator of cash flows or as a measure of liquidity. Adjusted EBITDA is presented solely as a supplemental disclosure because management believes that it is a useful performance measure that is widely used within the industry in which we operate. In addition, management uses Adjusted EBITDA for reviewing financial results, for budgeting and planning purposes and as a non-GAAP liquidity measure. Adjusted EBITDA measures are not calculated in the same manner by all companies and, accordingly, may not be an appropriate measure for comparison between companies.

 

Safe Harbor Statement

 

This news release contains forward-looking statements, 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 news release include, without limitation, statements relating to our five-year growth plan; trends in market conditions with respect to prices for inputs for our products versus prices for our products; our ability to fund, develop, build, maintain and operate digesters, facilities and pipelines for our Dairy Renewable Natural Gas segment; our ability to fund, develop and operate our Sustainable Aviation Fuel, Renewable Diesel, and Carbon Capture and 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 fund, develop and operate our sustainable aviation fuel and renewable biodiesel projects; our intention to repurchase the Series A preferred units relating to our Aemetis Biogas subsidiary and the expected valuation premium thereof; and our ability to raise additional capital. Words or phrases such as “anticipates,” “may,” “will,” “should,” “believes,” “estimates,” “expects,” “intends,” “plans,” “predicts,” “projects,” “showing signs,” “targets,” “view,” “will likely result,” “will continue” or 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, competition in the ethanol, biodiesel and other industries in which we operate, commodity market risks including those that may result from current weather conditions, financial market risks, customer adoption, counter-party risks, risks associated with changes to federal policy or regulation, and other risks detailed in our reports filed with the Securities and Exchange Commission, including Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, and other filed documents. We are not obligated, and do not intend, to update any of these forward-looking statements at any time unless an update is required by applicable securities laws.

 

(Tables follow)

 

 

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AEMETIS, INC.

CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS

(In thousands, except per share data)

 

		For the three months ended December 31,								For the years ended December 31,
		2023				2022				2023				2022
Revenues		$	70,764			$	66,732			$	186,717			$	256,513
Cost of goods sold			69,900				67,864				184,700				262,048
Gross profit (loss)			864				(1,132	)			2,017				(5,535	)
Research and development expenses			37				41				152				180
Selling, general and administrative expenses			9,786				7,520				39,266				28,686
Operating loss			(8,959	)			(8,693	)			(37,401	)			(34,401	)
Other expense (income):
Interest expense
Interest rate expense			8,869				6,588				32,995				21,407
Debt related fees and amortization expense			1,792				2,164				6,524				7,363
Accretion and other expenses of Series A preferred units			5,125				3,968				25,313				9,888
Loss on debt extinguishment			-				-				-				49,386
Other income			(57	)			(43	)			(2,077	)			(15,740	)
Loss before income taxes			(24,688	)			(21,370	)			(100,156	)			(106,705	)
Income tax expense (benefit)			754				1,040				(53,736	)			1,053
Net loss		$	(25,442	)		$	(22,410	)		$	(46,420	)		$	(107,758	)
Net loss per common share
Basic		$	(0.64	)		$	(0.63	)		$	(1.22	)		$	(3.12	)
Diluted		$	(0.64	)		$	(0.63	)		$	(1.22	)		$	(3.12	)
Weighted average shares outstanding
Basic			39,674				35,302				38,061				34,585
Diluted			39,674				35,302				38,061				34,585

 

 

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AEMETIS, INC.

CONSOLIDATED CONDENSED BALANCE SHEETS

(In thousands)

 

		As of December 31,
		2023				2022
Assets
Current assets:
Cash and cash equivalents		$	2,667			$	4,313
Accounts receivable			8,633				1,264
Inventories			18,291				4,658
Prepaid and other current assets			6,809				7,901
Total current assets			36,400				18,136
Property, plant and equipment, net			195,108				180,441
Other assets			11,898				8,537
Total assets		$	243,406			$	207,114
Liabilities and stockholders' deficit
Current liabilities:
Accounts payable		$	32,132			$	26,168
Current portion of long term debt			13,585				12,465
Short term borrowings			23,443				36,754
Mandatorily redeemable Series B convertible preferred stock			4,521				4,082
Other current liabilities			10,708				8,812
Total current liabilities			84,389				88,281
Total long term liabilities			375,994				320,687
Stockholders' deficit:
Series B convertible preferred stock			-				1
Common stock			41				36
Additional paid-in capital			264,058				232,546
Accumulated deficit			(475,405	)			(428,985	)
Accumulated other comprehensive loss			(5,671	)			(5,452	)
Total stockholders' deficit			(216,977	)			(201,854	)
Total liabilities and stockholders' deficit		$	243,406			$	207,114

 

 

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RECONCILIATION OF ADJUSTED EBITDA TO NET INCOME / (LOSS)

(In thousands, unaudited)

 

		For the three months ended December 31,								For the years ended December 31,
EBITDA Calculation		2023				2022				2023				2022
Net loss			(25,442	)			(22,410	)			(46,420	)			(107,758	)
Adjustments
Interest expense			10,661				8,752				39,519				28,770
Depreciation expense			1,725				1,496				6,933				5,535
Accretion of Series A preferred units			5,125				3,968				25,313				9,888
Share-based compensation			1,437				1,476				7,660				6,410
Intangibles and other			36				12				72				46
Loss on debt extinguishment			-				-				-				49,386
Loss on lease termination			-				-				-				736
USDA cash grants			-				-				(1,774	)			(14,100	)
Gain on litigation			-				-				-				(1,400	)
Income tax expense (benefit)			754				1,040				(53,736	)			1,053
Total adjustments			19,738				16,744				23,987				86,324
Adjusted EBITDA			(5,704	)			(5,666	)			(22,433	)			(21,434	)

 

 

 

PRODUCTION AND PRICE PERFORMANCE

(unaudited)

 

		Three Months ended December 31,								Years ended December 31,
		2023				2022				2023				2022
Ethanol
Gallons sold (in millions)			15.0				13.4				32.1				59.0
Average sales price/gallon		$	2.20			$	2.65			$	2.44			$	2.81
Percent of nameplate capacity			109	%			98	%			58	%			107	%
WDG
Tons sold (in thousands)			102.6				90.0				225.3				396.9
Average sales price/ton		$	97			$	125			$	97			$	128
Delivered Cost of Corn
Bushels ground (in millions)			5.2				4.3				11.5				20.2
Average delivered cost / bushel		$	6.70			$	10.05			$	7.11			$	9.65
Dairy Renewable Natural Gas
MMBtu external sales (in thousands)			52.2				8.4				194.2				8.4
MMBtu stored as inventory (in thousands)			68.0				9.0				68.0				9.0
MMBtu intercompany sales (in thousands)			-				4.4				-				48.6
Biodiesel
Metric tons sold (in thousands)			18.3				10.7				60.5				17.7
Average Sales Price/Metric ton		$	1,157			$	1,511			$	1,232			$	1,526
Percent of Nameplate Capacity			49	%			29	%			40	%			12	%
Refined Glycerin
Metric tons sold (in thousands)			1.3				1.2				4.2				1.2
Average Sales Price/Metric ton		$	616			$	845			$	640			$	850

 

 

 

Document And Entity Information	Mar. 07, 2024
Document Information [Line Items]
Entity, Registrant Name	Aemetis, Inc.
Document, Type	8-K
Document, Period End Date	Mar. 07, 2024
Entity, Incorporation, State or Country Code	DE
Entity, File Number	001-36475
Entity, Tax Identification Number	26-1407544
Entity, Address, Address Line One	20400 Stevens Creek Blvd., Suite 700
Entity, Address, City or Town	Cupertino
Entity, Address, State or Province	CA
Entity, Address, Postal Zip Code	95014
City Area Code	408
Local Phone Number	213-0940
Title of 12(b) Security	Common Stock
Trading Symbol	AMTX
Security Exchange Name	NASDAQ
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity, Emerging Growth Company	false
Amendment Flag	false
Entity, Central Index Key	0000738214

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