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5. Variable Interest Entity

3 Months Ended

Mar. 31, 2019

GAFI was formed to acquire the partially completed Goodland Plant. GAFI entered into a Note Purchase Agreement with Third Eye Capital to acquire the plant. GAFI, the Company and its subsidiary AAPK also entered into separate Intercompany Revolving Notes, pursuant to which GAFI may, from time to time, lend a portion of the proceeds of the Revolving Loan incurred under the Note Purchase Agreement. Aemetis, Inc. and AAPK (Guarantors) also agreed to enter into certain Limited Guaranty. Pursuant to the Limited Guaranty, the Guarantors guarantee the prompt payment and performance of all unpaid principal and interest on the Loans and all other obligations and liabilities of GAFI to Noteholders in connection with the Note Purchase Agreement. The obligations of the Guarantors pursuant to the Limited Guaranty are secured by a first priority lien over all assets of the Guarantors pursuant to separate general security agreements entered into by each Guarantor. The aggregate obligations and liabilities of each Guarantor is limited to the sum of (i) the aggregate amount advanced by GAFI to such Guarantor under and in accordance with the Intercompany Revolving Notes and (ii) the obligation of the Guarantor pursuant to its indemnity and expense obligations under the Limited Guaranty prior to the date on which the Option is exercised. Additionally, on July 10, 2017, the Company entered into an Option Agreement by and between GAFI and the sole shareholder of GAFI, pursuant to which Aemetis was granted an irrevocable option to purchase all, but not less than all, of the capital stock of GAFI for an aggregate purchase price equal to $0.01 per share (total purchase price of $10.00). This Option provides for automatic triggering in the event of certain default circumstances. After the automatic exercise upon default, the Limited Guaranty no longer applies and the Guarantors are responsible for the outstanding balances of the GAFI term and revolving loan. Additionally, Third Eye Capital was granted a warrant for the purchase of 250 shares, representing 20% of the outstanding shares of GAFI, for a period of 10 years at an exercise price of $0.01 per share. In consideration for signing the Option, the sole shareholder of GAFI received 100,000 shares of common stock of Aemetis, Inc.

After consideration of the above agreements, we concluded that GAFI did not have enough equity to finance its activities without additional subordinated financial support. Additionally, GAFI’s shareholder did not have a controlling financial interest in the entity. Hence, we concluded that GAFI is a VIE. The primary beneficiary of a VIE is the party that has both the power to direct the activities that most significantly affect the economic performance of the VIE and the obligation to absorb losses or receive benefits that could potentially be significant to the VIE. In determining whether Aemetis is the primary beneficiary, a number of factors are considered, including the structure of the entity, contractual provisions that grant any additional rights to influence or control the economic performance of the VIE, and obligation to absorb significant losses. Through providing Limited Guaranty and signing the Option Agreement, the Company took the risks related to operations, financing the Goodland Plant, and agreed to meet the financial covenants for GAFI to be in existence. Based upon this assessment, Aemetis has the power to direct the activities of GAFI and has been determined to be the primary beneficiary of GAFI and accordingly, the assets, liabilities, and operations of GAFI are consolidated into those of the Company. The assets and liabilities were initially recognized at fair value.

The following are the Balance Sheet and Statement of Operations of GAFI:

	Goodland Advanced Fuels, Inc.
	Balance Sheets
	As of
	March 31, 2019			December 31, 2018
Assets
Current assets:
Cash and cash equivalents	$	1		$	17
Prepaid expenses		135			215
Other assets		-			103
Total current assets		136			335

Property, plant and equipment		15,408			15,408
Promissory note receivable from Aemetis		5,778			6,182
Total assets	$	21,322		$	21,925

Liabilities and stockholder deficit

Other accrued liabilities	$	33		$	44
Secured and revolving notes		26,967			26,621
Total liabilities		27,000			26,665

Accumulated deficit		(5,678	)		(4,740	)
Total liabilities and stockholder deficit	$	21,322		$	21,925

	Goodland Advanced Fuels, Inc.
	Statements of Operations
	Three months ended
	March 31, 2019			March 31, 2018
Other Expenses
Selling, general and administrative expenses	$	110		$	98
Operating loss		(110	)		(98	)

Interest expense
Interest rate expense		748			678
Debt related fees and amortization expense		247			125
Other income		(167	)		(164	)
Net loss	$	(938	)	$	(737	)

As of March 31, 2019 and December 31, 2018, the Company had outstanding balance of $5.8 million and $6.2 million, respectively, under the Intercompany Revolving Notes. In the consolidation process, these intercompany borrowings and interest thereon were eliminated.