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10. Acquisitions, Divestitures and Material Arrangements

12 Months Ended

Dec. 31, 2011

10. Acquisitions, Divestitures and Material Arrangements

10. Acquisitions, Divestitures and Material Agreements

Technology Company Formation. On February 28, 2007, the Company acquired a 51% interest in Energy Enzymes, Inc. On October 14, 2010, the Company issued 1,000,000 shares of common stock in Aemetis in exchange for the remaining 49% interest in Energy Enzymes. The acquisition of the remaining 49% interest was accounted for as an equity transaction as the Company already controlled Energy Enzymes, and therefore the non-controlling interest accumulated loss of ($501,331) was transferred to paid-in capital. Losses of $138,956 from Energy Enzymes operations through October 14, 2010 were allocated to the non-controlling interest owner.

Alcamar Oil and Fats, Ltd. termination: On January 23, 2008, International Biofuels, Ltd agreed to end the joint venture with Acalmar Oils and Fats, Ltd. including termination of Acalmar’s right to own or receive any ownership interest in the joint venture. The total cancellation price payable by International Biofuels was $900,000 and was expensed in 2008. In 2010 the Company negotiated the remaining balance of $600,000 to $150,000 and other income of $450,000 was recognized.

Technology Company Acquisition. On July 1, 2011, the Company completed the acquisition of Zymetis, Inc., a Delaware corporation in exchange for 6,673,557 shares of Aemetis common stock. The acquisition was made as a strategic purchase related to the research and development work that Zymetis was performing. The purchase price was determined based on an arms-length negotiated value, which resulted in the recognition of goodwill. See following for Zymetis merger Purchase Price Allocation and Goodwill Reconciliation:

	2011

Issuance of Stock as merger consideration	$	1,801,860
Fair Value of stock options attributable to the pre-combination service		88,275
Consideration paid	$	1,890,135

Working capital assets	$	11,201
Property, Plant & Equipment		65,493
Working capital liabilities		(509,078	)
Debt assumed		(346,995	)
Deferred Taxes		(98,479	)

Intangibles		1,800,000
Net Assets Acquired	$	922,141

Goodwill	$	967,994

Post-merger, the Zymetis subsidiary was renamed Aemetis Technologies, Inc and continued its R&D development work. Aemetis Technologies generated $1,750 in consulting income and $174,488 in losses for the year ending December 31, 2011. The proforma adjustments for this acquisition are not material.

Working Capital Arrangement. On March 9, 2011, the Company entered into a Purchasing Agreement and Corn Procurement and Working Capital Agreement with J.D. Heiskell pursuant to which J.D. Heiskell agrees to supply 100% of the Company’s requirements for whole yellow corn until December 31, 2011 with automatic one year renewal terms. Heiskell further agrees to sell all ethanol to Kinergy Marketing or other marketing purchaser designated by the Company and all WDG and syrup to A.L. Gilbert. These agreements are ordinary purchase and sale agency agreements for an ethanol plant. See following for J.D. Heiskell & Company sales, purchases and accounts receivable as of and for the year ended 2011.

J.D. Heiskell & Company:
	2011
Sales
Ethanol	$	105,447,012
Distillers Grains		20,558,034
Total Sales		126,005,046

Corn Purchases		106,194,420

Accounts Receivable	$	841,729

Ethanol Marketing Arrangement. The Company entered into an Ethanol Marketing Agreement with Kinergy Marketing. Under the terms of the agreement, subject to certain conditions, the agreement term is August 31, 2013 with automatic one-year renewals thereafter. For the year ended December 31. 2011, Kinergy Marketing earned $928,548 under the terms of this agreement.