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Note 5 - Debt
 3 Months Ended
Mar. 31, 2025
Notes to Financial Statements  
Debt Disclosure [Text Block]

5. Debt

 

Debt consists of the following:

  

March 31, 2025

  

December 31, 2024

 

Third Eye Capital term notes

 $7,245  $7,212 

Third Eye Capital revenue participation term notes

  12,162   12,110 

Third Eye Capital revolving credit facility

  27,468   31,434 

Third Eye Capital revolving notes Series B

  72,003   68,476 

Third Eye Capital acquisition term notes

  26,854   26,788 

Third Eye Capital Fuels Revolving Line

  42,936   41,286 

Third Eye Capital Carbon Revolving Line

  26,668   26,302 

Third Eye Capital short term promissory note

  2,033   2,006 

Biogas construction and term loans

  48,096   48,235 

Cilion purchase obligation

  7,296   7,242 

Subordinated notes

  19,676   19,391 

EB-5 promissory notes

  39,115   41,615 

Working capital loans

  3,979   5,102 

Term loans on capital expenditures

  760   862 

Total debt

  336,291   338,061 

Less current portion of debt

  119,547   90,534 

Total long term debt

 $216,744  $247,527 

 

Third Eye Capital Keyes Notes.  On July 6, 2012, Aemetis, Inc., Aemetis Advanced Fuels Keyes, Inc. (“AAFK”), and Aemetis Facility Keyes, Inc. (“AFK”) 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, as administrative agent on behalf of several noteholders, 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 notes (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. The Term Notes accrue interest at 14% per annum and mature on April 1, 2026. As of March 31, 2025, the Company had $7.3 million in principal and interest outstanding under the Term Notes and $67.5 thousand unamortized debt issuance costs.

 

B.

Revolving Credit Facility. The Revolving Credit Facility accrues interest at prime rate plus 13.75% (21.25% as of March 31, 2025) payable monthly in arrears and matures on April 1, 2026. As of March 31, 2025, the Company had $27.9 million in principal and interest and waiver fees outstanding and $0.4 million unamortized debt issuance costs under the Revolving Credit Facility.

 

C.

Revolving Notes Series B. The Revolving Notes Series B accrue interest at prime rate plus 13.75% (21.25% as of March 31, 2025) payable monthly in arrears and mature on April 1, 2026. As of March 31, 2025, the Company had $73.0 million in principal and interest and waiver fees outstanding and $1.0 million unamortized debt issuance costs under the Revolving Notes Series B.

 

D.

Revenue Participation Term Notes. The Revenue Participation Term Notes accrue interest at 5% per annum and mature on April 1, 2026. As of March 31, 2025, the Company had $12.3 million in principal and interest outstanding under the Revenue Participation Term Notes and $112.8 thousand unamortized debt issuance costs.

 

E.

Acquisition Term Notes. The Acquisition Term Notes accrue interest at prime rate plus 10.75% (18.25% as of March 31, 2025) and mature on April 1, 2026. As of March 31, 2025, the Company had $27.1 million in principal and interest and redemption fees outstanding under the Acquisition Term Notes and $262.5 thousand unamortized debt issuance costs. The outstanding principal balance includes a $7.5 million redemption fee which is not subject to interest.

 

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 Credit Facilities for Fuels and Carbon Revolving 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 parties thereto that provides two credit lines, one with GAFI (the “Fuels Revolving Line”) and a second with ACCI (the “Carbon Revolving Line”). Loans received under the Fuels Revolving Line had an original maturity date of March 1, 2025, and are now due on demand. They accrue interest per annum at a rate equal to the greater of (i) the prime rate plus 6.00% and (ii) ten percent (10.0%). 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%). The Credit Agreement contain several affirmative and negative covenants, and loans under the Credit Agreement are secured by first priority liens on all real and personal property of and guarantees from the Company’s North American subsidiaries except for Aemetis Biogas LLC. As of March 31, 2025, GAFI had principal and interest outstanding of $42.9 million classified as current debt. As of March 31, 2025, ACCI had principal and interest outstanding of $27.5 million classified as current debt, and $0.9 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 as merger compensation. The liability accrues interest at 3% per annum. As of March 31, 2025, the Company had $7.3 million in principal and interest outstanding under the Cilion purchase 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 AAFK debts to Third Eye Capital are paid in full. As of  March 31, 2025, and December 31, 2024, the Company had, in aggregate, $20.0 million and $19.4 million in principal and interest outstanding, respectively, under the Subordinated Notes. As of  March 31, 2025 AAFK had $0.3 million in unamortized debt issuance costs related to 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 Advanced 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. As of March 31, 2025, and December 31, 2024, $34.7 million and $34.6 million was outstanding, respectively, on the EB-5 Notes.

 

In 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 from 2018 to 2019. As of both  March 31, 2025, and  December 31, 2024, $4.4 million was outstanding on the notes under the EB-5 Phase II funding, respectively.

 

In July 2024, in connection with settlement of litigation initiated by a broker previously engaged by Advanced BioEnergy, we entered into an agreement to pay the broker certain of its claimed fees. In April 2025, that broker initiated litigation against Aemetis, Inc. to collect $2.3 million (plus interest and fees) under the agreement. The liability previously accrued for the amount at issue in the litigation has been reclassified from debt as of December 31, 2024, to other current liabilities as of March 31, 2025.

 

India Biodiesel Secured and Unsecured Loans. On November 13, 2023, the Company entered into a secured loan agreement with a trade partner in an amount not to exceed $3.6 that is secured by the fixed and currents assets of the Kakinada Plant. On November 6, 2023, the Company entered into a short-term loan agreement with a different trade partner in an amount not to exceed $1.27 million. The loans bear interest at 18% that is payable monthly. The loans are repayable on demand by the lender, or by the extended maturity date in November 2025. As of March 31, 2025, and December 31, 2024, the Company had outstanding balances under these agreements totaling $4.0 million and $5.1 million, respectively.

 

Aemetis Biogas 1 LLC Term Loan. On  October 4, 2022, the Company entered into a Construction Loan Agreement ("AB1 Construction Loan") pursuant to which the lender made available an aggregate principal amount of $25 million. Effective December 22, 2023, the AB1 Construction Loan was refinanced and replaced with a term loan ("AB1 Term Loan") that is secured by all personal and real property 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 March 31, 2025, and December 31, 2024, the Company had $24.9 million and $25.1 million outstanding, respectively, under the AB1 Term Loan.

 

Aemetis Biogas 2 LLC Construction and Term Loan. On July 28, 2023, the Company entered into a Construction and Term Loan Agreement ("AB2 Loan"), pursuant to which the lender has made available an aggregate principal amount not to exceed $25 million. The loan is secured by all personal and real property 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 both  March 31, 2025, and December 31, 2024, the Company had $23.9 million outstanding and unamortized discount issuance costs of $0.8 million for each period, 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 payable monthly at 11.99% per year. As of March 31, 2025, and December 31, 2024, the Company had outstanding balances under these agreements totaling $740 thousand and $840 thousand, respectively.

 

Maturity Date Schedule

The following table shows scheduled repayments for the Company’s debt obligations by year:

 

Twelve Months ended March 31,

 

Debt Repayments

 

2026

 $119,547 

2027

  167,263 

2028

  4,412 

2029

  3,579 

2030

  1,406 

Thereafter

  42,688 

Total debt

  338,895 

Debt issuance costs

  (2,604)

Total debt, net of debt issuance costs

 $336,291