XML 30 R13.htm IDEA: XBRL DOCUMENT v3.25.0.1
Note 5 - Debt
 12 Months Ended
Dec. 31, 2024
Notes to Financial Statements  
Debt Disclosure [Text Block]

5. Debt

 

Debt consists of the following:

 

  

December 31, 2024

  

December 31, 2023

 

Third Eye Capital term notes

 $7,212  $7,159 

Third Eye Capital revolving credit facility

  31,434   20,922 

Third Eye Capital revolving notes Series B

  68,476   54,412 

Third Eye Capital revenue participation term notes

  12,110   12,011 

Third Eye Capital acquisition term notes

  26,788   26,655 

Third Eye Capital Fuels revolving line

  41,286   32,511 

Third Eye Capital Carbon revolving line

  26,302   23,486 

Third Eye Capital Short term promissory note

  2,006   - 

Construction loans

  48,235   41,024 

Cilion shareholder purchase obligation

  7,242   7,028 

Subordinated notes

  19,391   17,625 

EB-5 promissory notes

  39,020   42,211 

EB-5 broker note

  2,595   - 

Working capital loans

  5,102   3,827 

Term loans on capital expenditures

  862   5,850 

Total debt

  338,061   294,721 

Less current portion of debt

  90,534   37,028 

Total long term debt

 $247,527  $257,693 

 

Third Eye Capital Note Purchase Agreement

 

On July 6, 2012, Aemetis, Inc. and Aemetis Advanced Fuels Keyes, Inc. (“AAFK”), 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 extended credit in the form of (i) senior secured term loans in an aggregate principal amount of approximately $7.2 million to replace existing notes held by Third Eye Capital (the “Term Notes”); (ii) senior secured revolving loans in an aggregate principal amount of $18.0 million (the “Revolving Credit Facility”); (iii) senior secured term loans in the principal amount of $10.0 million to convert the prior revenue participation agreement to a note (the “Revenue Participation Term Notes”); and (iv) senior secured term loans in an aggregate principal amount of $15.0 million (the “Acquisition Term Notes”) used to fund the cash portion of the acquisition of Cilion, Inc. On May 16, 2023, Third Eye Capital and the Company entered into a new Revolving Notes Series B agreement related to certain existing principal under the Revolving Credit Facility and for subsequent principal increases. The Term Notes, Revolving Credit Facility, Revolving Notes Series B, Revenue Participation Term Notes, and Acquisition Term Notes are referred to herein collectively as the "Third Eye Capital Keyes Notes." The Third Eye Capital Keyes Notes have been amended several times, and the current key terms are as follows:

 

A.

Term Notes. As of December 31, 2024, the Company had $7.2 million in principal and interest outstanding under the Term Notes and $29 thousand unamortized debt issuance costs. The Term Notes accrue interest at 14% per annum. The Term Notes mature on April 1, 2026.

 

 

B.

Revolving Credit Facility. The Revolving Credit Facility accrues interest at the prime rate plus 13.75% (21.25% as of December 31, 2024), payable monthly in arrears. The Revolving Credit Facility matures on April 1, 2026. As of December 31, 2024, there was $31.8 million in principal and interest and waiver fees outstanding under the Revolving Credit Facility and $0.4 million unamortized discount issuance costs.

 

 

C.

Revolving Notes Series B. The Revolving Notes Series B accrue interest at the prime rate plus 13.75% (21.25% as of December 31, 2024) payable monthly in arrears. The Revolving Notes Series B mature on April 1, 2026. As of December 31, 2024, there was $68.9 million in principal, interest, and fees outstanding and $0.4 million unamortized debt issuance costs under the Revolving Notes Series B.
 

 

D.

Revenue Participation Term Notes. The Revenue Participation Term Notes bear interest at 5% per annum and mature on April 1, 2026. As of December 31, 2024, there was $12.2 million in principal and interest outstanding on the Revenue Participation Term Notes and $43 thousand unamortized discount issuance costs.

 

 

E.

Acquisition Term Notes. The Acquisition Term Notes accrue interest at the prime rate plus 10.75% (18.25% per annum as of December 31, 2024 and mature on April 1, 2026. As of December 31, 2024, there was $19.4 million in principal and interest due, $7.5 million in outstanding redemption fees, and $135 thousand in unamortized discount issuances costs. Interest is not charged on the $7.5 million redemption fee.

 

 

F. Short Term Promissory Note. In December 2024 the Company borrowed an additional $2.0 million from Third Eye Capital and issued a promissory note with 20.5% interest payable in January 2025. The company paid this note in full in January 2025 using receipts from Investment Tax Credit sales. 

 

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. The Company has 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 the Company’s 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 $10 million plus a pledge of his ownership interest in several personal assets.

 

Third Eye Capital Revolving Credit Facility for Fuels and Carbon 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 party thereto (the “New Credit Facility”). The New Credit Facility provides for two credit lines with aggregate availability of up to $100 million, consisting of a revolving credit facility with GAFI for up to $50 million (the “Fuels Revolving Line”) and a revolving credit facility with ACCI for up to $50 million (the “Carbon Revolving Line” and together with the Fuels Revolving Line, the “Revolving Lines”). Loans received under the Fuels Revolving Line had a maturity date of March 1, 2025, and accrued interest per annum at a rate equal to the greater of (i) the prime rate plus 6.00% and (ii) ten percent (10.0%) (13.50% per annum as of December 31, 2024). In March 2025, the Fuels Revolving Line was amended to remove the maturity date and make the note payable upon demand and to change the interest rate to the greater of (i) the prime rate plus 11% and (ii) fifteen percent (15.00%). Loans received under the Carbon Revolving Line have a maturity date of  March 1, 2026, and accrue interest per annum at a rate equal to the greater of (i) the prime rate plus 4.00% and (ii) eight percent (8.0%) (11.50% per annum as of December 31, 2024). As of December 31, 2024, GAFI had principal and interest outstanding of $41.7 million classified as current debt net of $0.4 million unamortized debt issuance costs. As of  December 31, 2024, ACCI had principal and interest outstanding of $2.5 million classified as current debt, $24.9 million classified as long-term debt, and $1.1 million in unamortized debt issuance costs.

 

Cilion Purchase Obligation.  In connection with the Company’s merger with Cilion, Inc., ("Cilion") on July 6, 2012, the Company incurred a $5.0 million payment obligation to Cilion shareholders ("Cilion Obligation") as merger compensation.  The liability bears interest at 3% per annum and becomes payable upon satisfaction of specified targets related principally to sales of equity. As of December 31, 2024, there was $7.2 million in principal and interest outstanding on the Cilion Obligation.

 

Subordinated Notes. On January 6 and January 9, 2012, AAFK entered into Note and Warrant Purchase Agreements with two accredited investors pursuant to which it issued $3.4 million in original notes to the investors (“Subordinated Notes”). The Subordinated Notes mature every six months and the current maturity date is June 30, 2025. Upon maturity, the Subordinated Notes are renewable at the Company's election for six-month periods with a fee of 10% added to the balance outstanding plus issuance of warrants exercisable at $0.01 with a two-year term. Interest accrues at 10% per annum and is due at maturity. Neither AAFK nor Aemetis may make any principal payments under the Subordinated Notes until all loans made by Third Eye Capital to AAFK are paid in full. As of  December 31, 2024, and 2023, the Company had, in aggregate, $19.4 million and $17.6 million in principal and interest outstanding, respectively, under the Subordinated Notes.

 

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 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 $30 per share.  Advanced BioEnergy, LP received equity investments from foreign investors, and then Advanced BioEnergy used the invested equity to make loans to the Keyes Plant ownership entities.  The EB-5 Notes are subordinated to the Company's senior secured debt to Third Eye Capital. On February 27, 2019, Advanced BioEnergy, LP, and the Company entered into an Amendment to the EB-5 Notes that modified the stated maturity dates of the EB-5 Notes to provide automatic six-month extensions as long as the Advance BioEnergy investors’ immigration processes are in progress. Accordingly, notes derived from Advanced BioEnergy equity provided by investors pending green card approval have been recognized as long-term debt while notes derived from Advanced BioEnergy equity provided by investors who have obtained green card approval have been classified as current debt. In July 2024 in connection with settlement of litigation initiated by a broker engaged by Advanced BioEnergy, we entered into a further amendment of a portion of the EB-5 notes to reduce the interest rate to 1% in exchange for the Company entering into a separate promissory note and agreeing to pay the broker certain of Advanced Bioenergy's obligations. In connection with this amendment, we recognized a gain of $162 thousand which is recorded in the Statement of Operations as Other Income. As of  December 31, 2024 and 2023, $34.6 million and $37.9 million was outstanding, respectively, on the EB-5 notes.   

 

On October 16, 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 received $4 million in loan funds from Advanced BioEnergy II, LP before certain changes to and expiration of the EB-5 program prevented further funding. The federal EB-5 program was recently reauthorized, and in March 2024, U.S. Citizenship and Immigration Services approved the Company's project for up to $200 million of additional investment using EB-5 funds. Under the new rules, the minimum investment is raised from $0.5 to $0.8 million per investor. The terms of the EB-5 Phase II Funding are similar to the terms of the first round of EB-5 funding. As of December 31, 2024 and 2023, $4.4 million and $4.3 million was outstanding on the notes under the EB-5 Phase II funding, respectively. 

 

EB-5 Broker Promissory Note. In July 2024 we signed a promissory note with a broker engaged by Advanced BioEnergy in an agreement to pay the broker certain of Advanced BioEnergy's obligations. The note principal was $3.3 million, and payable through fourth quarter of 2026 at 0% interest. As of December 31, 2024, $1.4 million was outstanding as current portion of long-term debt, and $1.2 million in other long-term debt.

 

India Biodiesel Secured and Unsecured Loans. On November 13, 2023, the Company entered into a secured loan agreement with Secunderabad Oils Limited in an amount not to exceed $3.6 million. The loan is secured by the fixed assets and current assets of the Kakinada Plant and bears interest at 18% payable monthly.  On November 6, 2023, the Company entered into a short-term loan with Leo Edibles & Fats Limited in an amount not to exceed $1.27 million. The loan bears interest at 18% and is payable monthly.  The loans are repayable on demand by the lender or within one year from the date of issuance. The outstanding loan balances as of December 31, 2024 mature on various dates during the fourth quarter of 2025. As of December 31, 2024 and 2023, the Company had outstanding balances of $5.1 million and $3.8 million, respectively, under these agreements.

 

Aemetis Biogas 1 LLC Term Loan. On  October 4, 2022, the Company entered into a Construction Loan Agreement (“AB1 Construction Loan”) with Greater Nevada Credit Union (“GNCU”). Pursuant to the AB1 Construction Loan, the lender made available an aggregate principal amount of $25 million, secured by all personal property collateral and real property collateral of Aemetis Biogas 1 LLC. Effective as of December 22, 2023, the AB1 Construction Loan was refinanced and replaced with a term loan ("AB1 Term Loan"). The AB1 Term Loan is secured by all personal property collateral and real property collateral of Aemetis Biogas 1 LLC. It bears interest at a rate of 9.25% per annum, to be adjusted every five years to equal the five-year Treasury Constant Maturity Rate, as published by the Board of Governors of the Federal Reserve System as of the adjustment date, plus 5.00% or (ii) the index floor. Other material terms of the loan include: (i) payments of interest only to be paid in monthly installments beginning January 22, 2024, (ii) payments of equal combined monthly installments of principal and interest beginning on January 22, 2025, and (iii) a maturity date of December 22, 2042, at which time the entire unpaid principal amount, together with accrued and unpaid interest thereon, shall become due and payable. The AB1 Term Loan contains certain financial covenants to be measured as of the last day of each fiscal year beginning fiscal year end 2025, and annually for the term of the loan. The AB1 Term Loan also contains other affirmative and negative covenants, representations and warranties and events of default customary for loan agreements of this nature. As of both December 31, 2024 and December 31, 2023, the Company had $25.1 million in outstanding principal and interest under the AB1 Term Loan.

 

Aemetis Biogas 2 Construction and Term Loan. On July 28, 2023, the Company entered into a Construction and Term Loan Agreement (“AB2 Loan") with Magnolia Bank, Incorporated. Pursuant to the AB2 Loan, the lender has made available an aggregate principal amount not to exceed $25 million. The loan is secured by all personal property collateral and real property collateral of Aemetis Biogas 2 LLC. The loan bears interest at a rate of 8.75% per annum, to be adjusted every five years thereafter to equal the five-year Treasury Constant Maturity Rate, as published by the Board of Governors of the Federal Reserve System as of the adjustment date, plus 5.00%. Other material terms of the AB2 Loan include: (i) payments of interest only to be paid in monthly installments beginning August 15, 2023, (ii) payments of equal combined monthly installments of principal and interest beginning on August 15, 2025, and (iii) a maturity date of July 28, 2043, at which time the entire unpaid principal amount, together with accrued and unpaid interest thereon, shall become due and payable. The AB2 Loan contains certain financial covenants to be measured as of the last day of each fiscal year beginning fiscal year end 2025, and annually for the term of the loan. The AB2 Loan also contains other affirmative and negative covenants, representations and warranties and events of default customary for loan agreements of this nature. As of  December 31, 2024 and December 31, 2023, the Company had $23.9 million and $16.8 million, respectively, outstanding and unamortized discount issuances costs of $0.8 million and $0.8 million, respectively, under the AB2 Loan. 

 

Jessup land acquisition notes. In connection with the Company's acquisition of land in November 2024, the Company entered into two installment note agreements with private lenders totaling $840 thousand with interest accruing at 11.99%. As of  December 31, 2024 the company owed $840 thousand on these notes. 

 

Financing Agreement for capital expenditures.  In 2018, the Company entered into an agreement with Mitsubishi Chemical America, Inc. (“MCA”) to purchase certain equipment to conserve energy at the Keyes Plant. The Company is no longer operating the equipment, and in June 2024, entered into an Agreement with MCA to amicably resolve all differences and terminate the 2018 equipment purchase agreement. As a result, the Company derecognized $9.6 million in net property, plant, and equipment; $3.6 million in long-term liabilities; $2.2 million in short-term liabilities and $0.2 million in accounts payable from its consolidated condensed balance sheet. The derecognition resulted in a net $3.6 million loss that is included in selling, general and administrative expense on the consolidated condensed statement of operations for the year ended  December 31, 2024.

 

Maturity Date Schedule

 

Scheduled debt repayments for the Company’s loan obligations by year are as follows:

 

Twelve months ended December 31,

 

Debt Repayments

 

2025

 $90,534 

2026

  193,886 

2027

  8,401 

2028

  3,487 

2029

  1,376 

Thereafter

  43,198 

Total debt

  340,882 

Debt issuance costs

  (2,821)

Total debt, net of debt issuance costs

 $338,061