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18. Subsequent Events
12 Months Ended
Dec. 31, 2015
Subsequent Events [Abstract]  
18. Subsequent Events

Subordinated Notes

 

On January 1, 2016, the two accredited investors Subordinated Notes’ maturity was extended until the earlier of (i) June 30, 2016; (ii) completion of an equity financing by AAFK or Aemetis in an amount of not less than $25 million; (iii) the completion of an Initial Public Offering by AAFK or Aemetis; or (iv) after the occurrence of an Event of Default, including failure to pay interest or principal when due and breaches of note covenants. A 10 percent cash extension fee was paid by adding the fee to the balance of the new Note and 113 thousand in common stock warrants were granted with a term of two years and an exercise price of $0.01 per share.

 

Third Eye Capital Amendment

 

 

On February 9, 2016, Third Eye Capital and Company agreed to a Promissory Note in the amount of $0.3 million in connection with the Note Purchase Agreement to use the agreed proceeds from the Promissory Note as operating expenses in consideration of any grants or credits received from any government agencies for milo usage and to enter into an Amendment No. 12 as described below.

 

On March 21, 2016, Third Eye Capital agreed to Amendment No. 12 to the Note Purchase Agreement to: (i) extend the maturity date of the Notes to April 1, 2017 and to allow for the extension of the maturity date of the Notes to April 1, 2018, at the Company’s election, for an extension fee of 5% of the then outstanding Notes, (ii) waive the free cash flow financial covenant under the Note Purchase Agreement for the three months ended December 31, 2015, (iii) provide that such covenant need not be complied with for the fiscal quarters ending March 31, June 30 and September 30, 2016, (iv) revise the Keyes Plant market value to note indebtedness ratio to 65%, (v) add a covenant that the Company shall have received I-924 approval from the US Citizenship and Immigration Services for additional EB-5 Program financing of at least $35 million by June 1, 2016 and (vi) increase the basket for all costs and expenses that may be reimbursed to directors of the Company and its affiliates to $300,000 in any given fiscal year. As consideration for such amendment and waiver, the borrowers agreed to pay Third Eye Capital an amendment and waiver fee of $1.5 million to be added to the outstanding principal balance of the Revolving Credit Facility, and to deliver a binding letter of intent from Aemetis Advanced Fuels Goodland, Inc. to acquire the plant, property and equipment located in Goodland, Kansas and previously owned by New Goodland Energy Center for $15,000,000 in assumed debt. We will evaluate the amendment of the Notes and will determine accounting treatment in accordance with ASC 470-50 Debt – Modification and Extinguishment.