Aemetis, Inc: Form 10-Q for the period ended Sep 30, 2025
Filed with the SEC on Nov 7, 2025 and accepted by EDGAR at Nov 6, 2025, 19:06 ET.
Management's discussion and analysis
As filed, 34,290 characters, with its headings, lists and tables. Extracted from the main document; charts and exhibits are in the original on sec.gov.
Our Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) is provided in addition to the accompanying consolidated condensed financial statements and notes to assist readers in understanding our results of operations, financial condition, and cash flows. MD&A is organized as follows:
- Overview. Discussion of our business and overall analysis of financial and other highlights affecting us to provide context for the remainder of MD&A.
- Results of Operations. An analysis of our financial results comparing the three and nine months ended September 30, 2025 and 2024.
- Liquidity and Capital Resources. An analysis of changes in our balance sheets and cash flows and discussion of our financial condition.
- Critical Accounting Policies and Estimates. Accounting policies and estimates that we believe are important to understanding the assumptions and judgments incorporated in our reported financial results and forecasts.
The following discussion should be read in conjunction with our consolidated condensed financial statements and accompanying notes included in Item 1 of Part 1 of this report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to these differences include those discussed below and elsewhere in this Report and in other reports we file with the SEC. All references to years relate to the calendar year ended December 31 of the particular year.
Overview
Founded in 2006 and headquartered in Cupertino, California, we are a renewable natural gas and biofuels company focused on the operation, acquisition, development, and commercialization of innovative technologies that lower fuel costs and reduce emissions. We operate in three reportable segments consisting of “California Ethanol,” “California Dairy Renewable Natural Gas,” and “India Biodiesel.” We have other operating segments determined not to be separately reportable that are collectively represented by the “All Other” category. Our mission is to produce innovative renewable fuel solutions that benefit communities and improve the environment. We are executing our mission by building a circular bioeconomy using agricultural products and waste to produce low carbon renewable fuels that create jobs, reduce greenhouse gas (“GHG”) emissions, and improve air quality. For revenue and other information regarding our operating segments, see Note 13 - Segment Information, of the Notes to Consolidated Financial Statements of this Form 10-Q.
Our California Ethanol segment consists of a 65 million gallon per year capacity ethanol production facility located in Keyes, California (the “Keyes Plant”) that we own and operate. In addition to low carbon renewable fuel ethanol, the Keyes Plant produces alcohol for other uses, Wet Distillers Grains (“WDG”), Distillers Corn Oil (“DCO”), and Condensed Distillers Solubles (“CDS”). WDG, DCO, and CDS are sold as animal feed to more than 80 local dairies and feedlots. We also capture the Carbon Dioxide (“CO2”) generated by our fermenters and sell it to an industrial gas company that liquifies the CO₂ to sell to food, beverage, and industrial customers. We are implementing several energy efficiency initiatives focused on lowering the carbon intensity ("CI") of our ethanol, primarily by decreasing the use of fossil natural gas. Recently completed energy efficiency projects include high efficiency heat exchangers and a solar micro grid. A significant energy efficiency project in progress is the Mechanical Vapor Recompression (MVR) system that will use low carbon electricity instead of natural gas. These changes will reduce our energy costs, lower the CI of the ethanol we produce, and generate increased cash flows from LCFS and tax credits. We have already begun procuring MVR equipment and expect the system to be operational in the first half of 2026.
Our California Dairy Renewable Natural Gas segment operates anaerobic digesters at local dairies near the Keyes Plant (many of whom also purchase WDG produced by the Keyes Plant as animal feed) to produce biogas from dairy waste, transports the biogas by pipeline to the Keyes Plant site, and converts the biogas to Renewable Natural Gas (“RNG”) that is delivered to customers through the utility natural gas pipeline. We currently have twelve operating digesters that receive waste from fifteen dairies, and we are actively growing with additional digesters under construction. We have constructed 36 miles of biogas collection pipeline and have received environmental approval to construct an additional 24 miles of pipeline. We currently have agreements to build digesters and receive waste from over 50 dairies and are seeking to sign agreements with additional dairies.
Our India Biodiesel segment includes a biodiesel production plant in Kakinada, India (“Kakinada Plant”) with a production capacity of about 80 million gallons per year. The plant produces high quality distilled biodiesel and refined glycerin for customers in India. We believe the Kakinada Plant is one of the highest capacity biodiesel production facilities in India. The Kakinada Plant is capable of processing a variety of vegetable and animal oil waste feedstocks into biodiesel that meets applicable product standards. Our Kakinada Plant also distills the crude glycerin coproduct from the biodiesel refining process into refined glycerin, which is sold to the pharmaceutical, personal care, paint, adhesive, and other industries.
Our "All Other" segment consists of our projects that are under development, including our planned Carbon Capture and Underground Sequestration ("CCUS") operations and the planned sustainable aviation fuel ("SAF") and renewable diesel ("RD") plant in Riverbank, California. The All Other segment also includes our research and development facility in Minneapolis, Minnesota, operation of the Riverbank Industrial Complex, and our corporate offices in Cupertino, California.
Our SAF/RD production plant is currently designed to produce 90 million gallons per year of combined SAF/RD or 78 million gallons per year of SAF from feedstocks consisting of renewable waste vegetable and animal oils. Our project is located at the Riverbank Industrial Complex in Riverbank, California. We signed a lease with an option to purchase the Riverbank Industrial Complex in 2021 and took possession of the site in 2022. In 2023, we received a Use Permit and the California Environmental Quality Act ("CEQA") approval for the SAF/RD plant, and in 2024 we received Authority to Construct air permits for the plant. We are continuing with development activities, including engineering and financing. The Riverbank site has access to low carbon hydroelectric power, and our plant is designed to use renewable hydrogen that will be produced from byproducts of the SAF/RD production process.
Our planned CCUS projects will compress and inject CO₂ into deep wells that are monitored to ensure the long-term sequestration of carbon underground. California’s Central Valley has been identified as one of the world’s most favorable regions for large-scale CO₂ injection projects due to the subsurface geologic formations that absorb and contain CO₂ gas. The two initial Aemetis CCUS injection projects are being designed to capture and sequester more than two million metric tons per year of CO₂ at the Aemetis biofuels plant sites in Keyes and Riverbank, California. Once operational, these projects will generate revenue by selling California LCFS credits and federal Internal Revenue Code Section 45Q tax credits.
Our Minneapolis, Minnesota research and development laboratory evaluates and develops technologies that would use low carbon intensity and waste feedstocks to produce low or below zero carbon intensity biofuels and biochemicals. We are focused on processes that extract sugar from cellulosic feedstocks and produce low carbon ethanol, renewable hydrogen, SAF, and RD.
Results of Operations
Three Months Ended September 30, 2025, Compared to Three Months Ended September 30, 2024
Revenues
Our revenues are derived primarily from sales of ethanol and WDG for our California Ethanol segment, renewable natural gas ("RNG") environmental attributes for our California Dairy Renewable Natural Gas segment, and biodiesel for our India Biodiesel segment.
| 2025 | 2024 | Inc/(dec) | % change | |
|---|---|---|---|---|
| California Ethanol | $40,726 | $44,934 | $(4,208) | (9.4)% |
| California Dairy Renewable Natural Gas | 3,996 | 4,250 | (254) | (6.0)% |
| India Biodiesel | 14,468 | 32,257 | (17,789) | (55.1)% |
| Total | $59,190 | $81,441 | $(22,251) | (27.3)% |
California Ethanol. For the three months ended September 30, 2025, this segment generated 77% of its revenue from sales of ethanol, and the rest from sales of WDG, Corn Oil, CDS, and CO₂. For the three months ended September 30, 2025, the Keyes Plant sold 14.7 million gallons of ethanol at an average price of $2.13 per gallon and 96.0 thousand tons of WDG at an average price of $76.26 per ton, compared to sales during the three months ended September 30, 2024, when the Keyes Plant sold 15.5 million gallons of ethanol at an average price of $2.12 per gallon and 106.0 thousand tons of WDG at an average price of $84.35 per ton. Revenue decreased by 9% primarily due to our scaling back of the Keyes Plant production rate to optimize yields, resulting in a decrease in sales volume of ethanol by 5% and WDG by 10% along with a 10% decrease in the average price of WDG.
California Dairy Renewable Natural Gas. During the three months ended September 30, 2025, we sold 114.0 thousand MMBtu ("million British thermal units") of RNG at an average price of $3.45 per MMBtu, compared to the three months ended September 30, 2024, when we sold 86.0 thousand MMBtu of RNG at an average price of $2.77 per MMBtu. During the three months ended September 30, 2025, we sold 1.0 million D3 RINs at an average price of $2.37 per D3 RIN, compared to the three months ended September 30, 2024, when we sold 935.3 thousand D3 RINs at an average price of $3.37 per RIN. We have been generating LCFS credits associated with the RNG sales based on the default carbon intensity ("CI") of negative 150 while our individual dairy CI pathways were waiting for approval from the California Air Resources Board ("CARB"), which was received for seven of our dairies and effective during the three-month period ended September 30, 2025. During the period ended September 30, 2025, we sold 22.2 thousand LCFS credits at an average price of $53.50 each, compared to 20.0 thousand LCFS credits at an average price of $43.00 each during the period ended September 30, 2024.
India Biodiesel. In 2024 and 2025, all of our India sales of biodiesel were to government owned Oil Marketing Companies ("OMCs") pursuant to the OMC tender and allocation process. For the three months ended September 30, 2025 and 2024, we generated 96% of our India segment revenues from the sale of biodiesel and 4% from other sales. The decrease in revenues was primarily due to delays in receiving the tender contracts from OMCs and a change in the purchase price offered in the tender from cost-plus to a fixed price specified in the tender. We sold 12.5 thousand metric tons of biodiesel during the three months ended September 30, 2025, compared to 26.0 thousand metric tons of biodiesel sold during the three months ended September 30, 2024.
Cost of Goods Sold
Cost of goods sold consists primarily of feedstock, energy, chemicals, direct costs (principally labor and labor related costs), and overhead. Depending on the costs of these inputs in comparison to the sales price of our end products, our gross margins at any given time can vary from positive to negative. Overhead includes direct and indirect costs associated with plant operations, including the cost of repairs and maintenance, consumables, maintenance, on-site security, insurance, and depreciation.
We purchase our feedstock for California Ethanol from J.D. Heiskell based on daily market prices for corn plus costs of rail transportation, local basis, and a handling fee paid to J.D. Heiskell. The credit term for the corn purchased from J.D. Heiskell is one day, netted from our product sales. Cost of goods sold also includes the cost of electricity and natural gas, chemicals, maintenance, direct labor, depreciation, and freight.
We obtain the feedstock for producing RNG from dairy operators who lease us their land for construction of our digesters and supply our digesters with manure in liquid form. Our cost of feedstock is established by manure supply agreements based on the value of the environmental attributes and the number of cows at each dairy.
We procure several different feedstocks for the Kakinada Plant, including stearin, a non-edible feedstock, from neighboring natural oil processing plants. Raw material is received by truck and loaded at our vendor's nearby facilities. Credit terms vary by vendor. However, we generally receive 15 days of credit for the purchases. We purchase crude glycerin in the international market on letters of credit or advance payment terms as market prices become viable.
| 2025 | 2024 | Inc/(dec) | % change | |
|---|---|---|---|---|
| California Ethanol | $42,158 | $44,849 | $(2,691) | (6.0)% |
| California Dairy Renewable Natural Gas | 2,696 | 2,353 | 343 | 14.6% |
| India Biodiesel | 14,394 | 30,361 | (15,967) | (52.6)% |
| Total | $59,248 | $77,563 | $(18,315) | (23.6)% |
California Ethanol. We ground 5.0 million bushels of corn at an average cost of $5.95 per bushel during the three months ended September 30, 2025, compared to 5.5 million bushels of corn at an average cost of $6.07 per bushel during the three months ended September 30, 2024. The decrease in cost of goods sold for the three months ended September 30, 2025, is mainly due to the planned reduction in the quantity of corn ground along with a slight decrease in the average corn price per bushel.
California Dairy Renewable Natural Gas. Cost of goods sold increased between the third quarter of 2024 to the third quarter of 2025 as a result of the increased manure costs, digester maintenance expenses, and depreciation from additional digesters placed into service
India Biodiesel. The decrease in cost of goods sold during the three months ended September 30, 2025, compared to September 30, 2024, was attributable to reduced biodiesel sales resulting in a 52% decrease in tons of feedstock used, offset by a 7% cost increase in feedstock used.
Gross profit (loss)
| 2025 | 2024 | Inc/(dec) | % change | |
|---|---|---|---|---|
| California Ethanol | $(1,432) | $85 | $(1,517) | (1784.7)% |
| California Dairy Renewable Natural Gas | 1,300 | 1,897 | (597) | (31.5)% |
| India Biodiesel | 74 | 1,896 | (1,822) | (96.1)% |
| Total | $(58) | $3,878 | $(3,936) | (101.5)% |
California Ethanol. The decrease in gross profit during the three months ended September 30, 2025, compared to the same period in 2024, was attributable primarily to decreases in volumes by 5% and 10% for ethanol and WDG respectively, coupled with a decrease of 10% in the average sales price of WDG, and partially offset by a 7.2% cost reduction.
California Dairy Renewable Natural Gas. The decrease in gross profit for the three months ended September 30, 2025, compared to the same period in 2024, is due to the increase in costs of goods sold for the increased number of operating digesters.
India Biodiesel. The decrease in gross profit for the three months ended September 30, 2025, compared to the same period in 2024, reflects the decrease in the quantity of biodiesel sold, as well as a decrease in glycerin sold, coupled with an increase in feedstock costs.
Operating (income)/expense and non-operating (income)/expense
| 2025 | 2024 | Inc/(dec) | % change | |
|---|---|---|---|---|
| Selling, general and administrative | 8,450 | 7,750 | 700 | 9.0% |
| Other expense (income): | ||||
| Interest expense | ||||
| Interest rate expense | $11,889 | $10,096 | $1,793 | 17.8% |
| Debt related fees and amortization expense | 1,061 | 1,651 | (590) | (35.7)% |
| Accretion and other expenses of Series A preferred units | 2,034 | 3,267 | (1,233) | (37.7)% |
| Other (income) expense | 249 | (1,225) | 1,474 | (120.3)% |
SG&A expenses consist primarily of salaries and related expenses for employees, marketing expenses related to sales of ethanol and WDG in California Ethanol and biodiesel and other products in India Biodiesel, as well as professional fees, insurance, other corporate expenses, and related facility expenses. SG&A expenses as a percentage of revenue were 14% in the three months ended September 30, 2025, compared to 10% in the three months ended September 30, 2024. SG&A expense remained consistent between the comparative quarters, while revenue decreased during the three months ended September 30, 2025.
Other expenses consist primarily of interest and amortization expense on debt and accretion of the liability to repurchase biogas Series A Preferred Units. The cost of debt includes issuance of warrants as renewal fees. The fair value of stock and warrants are amortized as expenses, except when the extinguishment accounting method is applied, in which case refinanced debt costs are recorded as extinguishment expense. Interest expense and debt related fees and amortization increased in the three months ended September 30, 2025, due to higher variable interest rates and higher debt balances.
Nine Months Ended September 30, 2025, Compared to Nine Months Ended September 30, 2024
Revenues
| 2025 | 2024 | Inc/(dec) | % change | |
|---|---|---|---|---|
| California Ethanol | $115,762 | $121,155 | $(5,393) | (4.5)% |
| California Dairy Renewable Natural Gas | 9,490 | 9,640 | (150) | (1.6)% |
| India Biodiesel | 29,067 | 89,841 | (60,774) | (67.6)% |
| Total | $154,319 | $220,636 | $(66,317) | (30.1)% |
California Ethanol. For the nine months ended September 30, 2025, this segment generated 75% of its revenue from sales of ethanol, and the rest from sales of WDG, corn oil, CDS, and CO₂. During the nine months ended September 30, 2025, the Keyes plant sold 42.6 million gallons of ethanol at an average price of $2.04 per gallon and 280.0 thousand tons of WDG at an average price of $82.66 per ton, compared to sales during the nine months ended September 30, 2024, when the Keyes plant sold 44.4 million gallons of ethanol at an average price of $1.97 per gallon and 305.0 thousand tons of WDG at an average price of $90.13 per ton. The California Ethanol segment's revenue decreased due to decrease in the quantities sold for ethanol and WDG along with a decrease in the WDG price.
California Dairy Renewable Natural Gas. During the nine months ended September 30, 2025, we sold 291.3 thousand MMBtu ("million British thermal units") of RNG at an average price of $3.24 per MMBtu, compared to the nine months ended September 30, 2024, when we sold 234.8 thousand MMBtu of RNG at an average price of $2.88 per MMBtu. During the nine months ended September 30, 2025, we sold 2.2 million D3 RINs at an average price of $2.50 per D3 RIN, compared to the nine months ended September 30, 2024, when we sold 2.0 million D3 RINs at an average price of $3.23 per RIN. We have been generating LCFS credits associated with the RNG sales based on the default carbon intensity ("CI") of negative 150 while our individual dairy CI pathways were waiting for approval from the California Air Resources Board ("CARB"), which was received for seven of our dairies and effective during the three-month period ended September 30, 2025. During the nine months ended September 30, 2025, we sold 52.2 thousand LCFS credits at an average price of $59.80 each, compared to 43.0 thousand metric tons of LCFS credits at an average price of $55.16 each during the nine months ended September 30, 2024.
India Biodiesel. For the nine months ended September 30, 2025, the Kakinada Plant generated $23.5 million in revenue from sales of biodiesel and $5.6 million from other sales. The India biodiesel plant generated $85.8 million in revenue from biodiesel and $4.0 million in revenue from other sales during the same period in 2024. The segment's revenue decreased due to delays in OMCs issuing tenders and the OMCs use of fixed price contracts compared to higher volumes sold under cost plus contracts in the same period in 2024.
Cost of Goods Sold
| 2025 | 2024 | Inc/(dec) | % change | |
|---|---|---|---|---|
| California Ethanol | $125,938 | $130,649 | $(4,711) | (3.6)% |
| California Dairy Renewable Natural Gas | 7,030 | 5,669 | 1,361 | 24.0% |
| India Biodiesel | 29,844 | 82,858 | (53,014) | (64.0)% |
| Total | $162,812 | $219,176 | $(56,364) | (25.7)% |
California Ethanol. We ground 14.4 million bushels of corn at an average cost of $6.33 per bushel during the nine months ended September 30, 2025, compared to 15.6 million bushels of corn at an average price of $6.25 per bushel during the nine months ended September 30, 2024. The slight decrease in cost of goods sold for the nine months ended September 30, 2025, is mainly due to the decrease in the quantity of the corn ground.
California Dairy Renewable Natural Gas. Cost of goods sold includes dairy manure payments, equipment maintenance, and depreciation. The increase in 2025 was primarily due to increased manure costs, maintenance costs, and depreciation from the increased number of operating digesters.
India Biodiesel. The decrease in cost of goods sold during the nine months ended September 30, 2025, compared to September 30, 2024, was attributable to a reduced use of feedstock due to reduced sales of biodiesel during the nine months ended September 30, 2025, of 21.0 thousand metric tons compared to 73.5 thousand metric tons of biodiesel sold during the nine months ended September 30, 2024.
Gross profit (loss)
| 2025 | 2024 | Inc/(dec) | % change | |
|---|---|---|---|---|
| California Ethanol | $(10,176) | $(9,494) | $(682) | 7.2% |
| California Dairy Renewable Natural Gas | 2,460 | 3,971 | (1,511) | (38.1)% |
| India Biodiesel | (777) | 6,983 | (7,760) | (111.1)% |
| Total | $(8,493) | $1,460 | $(9,953) | (681.7)% |
California Ethanol. The slight increase in gross loss between the nine months ended September 30, 2025, and the same period in 2024 was attributable primarily to a 4% decrease in the volume of ethanol sold and an 8% decrease in the volume of WDG sold, along with an 8% decrease in the average price of WDG sold, partially offset by a 4% decrease in costs.
California Dairy Renewable Natural Gas. The decrease in gross profit for the nine months ended September 30, 2025, compared to the same period in 2024 is due to the increase in costs of goods sold for the increased number of operating digesters along with a decrease in the average price of D3 RINs by 23%.
India Biodiesel. The decrease in gross profit during the nine months ended September 30, 2025, compared to the Nine months ended September 30, 2024 reflects reduced sales in 2025 and a 51% increase in feedstock costs.
Operating (income)/expense and non-operating (income)/expense
| 2025 | 2024 | Inc/(dec) | % change | |
|---|---|---|---|---|
| Selling, general and administrative expenses | 26,244 | 28,400 | (2,156) | (7.6)% |
| Other expense (income): | ||||
| Interest expense | ||||
| Interest rate expense | $34,142 | $29,092 | 5,050 | 17.4% |
| Debt related fees and amortization expense | 4,831 | 4,892 | (61) | (1.2)% |
| Accretion and other expenses of Series A preferred units | 6,345 | 10,055 | (3,710) | (36.9)% |
| Other income | (1,078) | (1,176) | 98 | (8.3)% |
SG&A expenses consist primarily of salaries and related expenses for employees, marketing expenses related to sales of ethanol and WDG in California Ethanol and biodiesel and other products in India Biodiesel, as well as professional fees, insurance, other corporate expenses, and related facility expenses. SG&A expenses as a percentage of revenue increased to 17% in the nine months ended September 30, 2025, compared to 13% in the nine months ended September 30, 2024. The overall decrease in SG&A expense was primarily due to a $3.6 million loss on an asset write-off in the nine months ended September 30, 2024, $0.5 million reduction in digester-related administrative expenses, and $0.4 million reduction in stock compensation expenses; offset by a $1.1 million increase in professional fees, $1.9 million increase in taxes, insurance, rent, utilities, supplies, and repairs, and $0.6 million increase in rental income from subleases in the nine months ended September 30, 2025.
Other expenses consist primarily of interest and amortization expense attributable to our debt and to accretion of biogas Series A Preferred Units. The cost of debt includes issuance of warrants as renewal fees. The fair value of stock and warrants are amortized over the life of the respective loan. Interest expense and debt related fees and amortization increased in the nine months ended September 30, 2025, due to higher variable interest rates and higher debt balances.
Liquidity and Capital Resources
Cash and Cash Equivalents
Cash and cash equivalents were $5.6 million at September 30, 2025, with $0.3 million held in our North American entities and $5.3 million in our India entity. We expect that our future available cash resources will be generated from operations, sales of equity, sales of tax credits, and new debt. Incurrence of new debt and the associated use of proceeds from future debt financings are subject to approval by our senior lender.
Liquidity
Cash and cash equivalents, current assets, current liabilities, and debt at the end of each period were as follows (in thousands):
| As of September 30, 2025 | December 31, 2024 | |
|---|---|---|
| Cash and cash equivalents | $5,584 | $898 |
| Current assets (including cash, cash equivalents, and deposits) | 15,554 | 44,696 |
| Current and long-term liabilities (excluding all debt) | 192,468 | 185,169 |
| Current & long-term debt | 353,503 | 338,061 |
Our principal sources of liquidity have been cash provided by the sale of equity, operations, and borrowings under various debt arrangements.
We operate in a volatile market in which we have limited control over major components of input costs and product revenues. We are making investments in future facilities and facility upgrades that improve overall margins while lessening the impact of volatile markets. As such, we expect cash provided by operating activities to fluctuate in future periods primarily because of changes in the prices for corn, ethanol, WDG, DCO, CDS, biodiesel, waste fats and oils, glycerin, non-refined palm oil, natural gas, LCFS credits, and D3 RINs. To the extent that we experience periods in which the spread between ethanol prices and corn and energy costs narrow or the value of environmental attributes or tax credits is reduced, we require additional working capital to fund operations.
The India Biodiesel segment utilized its receivables financing facility during the quarter to support short-term liquidity needs. Although the facility was fully repaid by quarter-end, it remains available for future use. The Company believes this arrangement provides flexibility in managing cash flows while maintaining prudent risk oversight.
We are implementing several strategies to improve our cash flow from operations, as described in more detail in Note 16 Liquidity of our Consolidated Financial Statements in Item 1 of Part 1 above.
Senior Secured Debt
As of September 30, 2025, the outstanding balance of principal, interest and fees, net of discounts, on all Third Eye Capital Notes totals $236.6 million. The maturity dates for the debts to Third Eye Capital are as follows:
- Due on demand: $47.1 million
- March 1, 2026: $28.7 million
- April 1, 2026: $160.8 million
Third Eye Capital has provided a series of accommodating amendments to our debt facilities as described in further detail in Note 5. Debt of the Notes to Consolidated Financial Statements in this Form 10-Q. However, future amendments or accommodations will continue to be at the discretion of the lender. In the event our senior lender does not extend our debt, we would likely not have sufficient cash to pay the debt when due unless we are able to obtain alternative financing.
Change in Debt, Working Capital and Cash Flows
The following table describes the changes in current and long-term debt (in thousands) during the nine months ended September 30, 2025:
| Increases to debt: | ||
|---|---|---|
| Accrued interest | $34,086 | |
| Maturity date extension fee and other fees added to senior debt | 2,410 | |
| Sub debt extension fees | 680 | |
| Change in debt issuance costs, net of amortization | 799 | |
| Construction Loan draw | 1,228 | |
| Secured loans and Working capital loan draw | 24,308 | |
| TEC short term promissory note | 3,800 | |
| Equipment financing | 51 | |
| Total increases to debt | $67,362 | |
| Decreases to debt: | ||
| Principal, fees, and interest payments to senior lender | $(15,276) | |
| Principal and interest payments and reductions to EB-5 promissory note | (82) | |
| Reclassification of EB-5 broker promissory note | (2,595) | |
| Term Loan Payments | (7) | |
| Construction Term Loan Payments | (3,838) | |
| Secured loans and Working capital loans payments | (29,768) | |
| Jessup purchase notes payments | (318) | |
| Reclass to accounts payable for payment | (36) | |
| Total decreases to debt | $(51,920) | |
| Change in total debt | $15,442 |
27
Working capital changes reflect (i) a $20.3 million decrease in inventories primarily due to restarting shipments of biodiesel to the OMCs after a delay in tenders; (ii) a $12.4 million decrease in accounts receivable and tax credit receivable primarily due to receipt of $12.3 million in tax credit sale receivable, along with a $0.5 million increase in North America and a $0.6 million decrease in the India Biodiesel segment; (iii) a $0.9 million decrease in other current assets in the India Biodiesel segment.
Cash used in operating activities was $2.5 million, derived from a net loss of $71.7 million, non-cash changes of $23.4 million, and changes in operating assets and liabilities of $45.8 million. The non-cash changes primarily consisted of: (i) $5.0 million in stock-based compensation expense, (ii) $7.0 million in depreciation expenses, (iii) $4.9 million in amortization of debt issuance costs and other intangible assets, (iv) $6.3 million in preferred unit accretion and other expenses of Series A Preferred Units. Cash increases related to changes in operating assets and liabilities consisted primarily of (i) a decrease in inventory of $20.3 primarily due to the India biodiesel segment selling feedstock and biodiesel inventory, (ii) $12.3 million receipt from tax credit sales, (iii) $0.7 million reduction in accounts receivable and prepaid expenses, (iv) $19.5 million increase in accrued interest expense and fees, and (v) $2.9 million increase in other liabilities. This was offset by (i) a $9.2 million decrease in accounts payable and (ii) an increase in other assets of $0.7 million.
Cash used in investing activities was $9.0 million, of which $9.4 million was primarily used for capital projects associated with production of RNG and energy efficiency projects in California offset by $0.4 million grants received.
Cash provided by financing activities was $16.4 million, consisting primarily of (i) $29.2 million proceeds from borrowings, and (ii) $25.7 million from sales of common stock and exercised stock options, offset by (i) $35.7 million in repayments of borrowings, (ii) $2.2 million in payments on Series A Preferred financing, and (iii) $0.7 million in debt renewal, waiver fee, and finance lease payments.
Our ongoing at-the-market stock sales registration allows us to sell shares of our common stock into the publicly traded market. During the three months ended September 30, 2025, we sold 2.9 million shares of common stock for net proceeds of $7.5 million net of commissions. During the nine months ended September 30, 2025, we sold 13 million shares of common stock for net proceeds of $25.5 million net of commissions, which is included in the cash provided by financing activities noted above.
Critical Accounting Policies and Estimates
Our discussion and analysis of financial condition and results of operations are based on our consolidated financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported net sales and expenses for each period. We believe that of our most significant accounting policies and estimates, defined as those policies and estimates that we believe are the most important to the portrayal of our financial condition and results of operations and that require management’s most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effects of matters that are inherently uncertain are: liquidity; debt covenant forecast; and recoverability of long-lived assets. These significant accounting principles are more fully described in “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies” in our Annual Report on Form 10-K for the year ended December 31, 2024.
Recently Issued Accounting Pronouncements
None reported beyond those disclosed in our Annual Report on Form 10-K for the year ended December 31, 2024.
Off Balance Sheet Arrangements
None.
Controls and procedures
As filed, 1,605 characters, with its headings, lists and tables. Extracted from the main document; charts and exhibits are in the original on sec.gov.
Evaluation of Disclosure Controls and Procedures.
Management, with the participation of our Chief Executive Officer (CEO) and Chief Financial Officer (CFO), carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the Exchange Act). Based on this evaluation, our CEO and CFO concluded that, although remediation plans were initiated to address the material weaknesses over financial reporting as identified in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, IT general controls along with certain internal controls over financial reporting were not effective to provide reasonable assurance that the information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in Securities and Exchange Commission rules and forms, and is accumulated and communicated to our management, including our CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.
Changes in Internal Control over Financial Reporting.
As discussed in greater detail under Item 9A, Controls and Procedures, in our Annual Report on Form 10-K for the year ended December 31, 2024, we are executing our remediation plans to address the material weaknesses in our internal controls related to information technology general controls and information technology systems as well as documentation.
Figures reported in this filing
Standardized line items from the XBRL in this filing, for the period ended 2025-09-30. Comparative periods it repeats are left out.
| Line item | Period | Value | XBRL concept |
|---|---|---|---|
| Revenue | 3 months2025-07-01 to 2025-09-30 | $59.2m | us-gaap:RevenueFromContractWithCustomerIncludingAssessedTax |
| Revenue | 9 months2025-01-01 to 2025-09-30 | $154.3m | us-gaap:RevenueFromContractWithCustomerIncludingAssessedTax |
| Cost of revenue | 3 months2025-07-01 to 2025-09-30 | $59.2m | us-gaap:CostOfGoodsAndServicesSold |
| Cost of revenue | 9 months2025-01-01 to 2025-09-30 | $162.8m | us-gaap:CostOfGoodsAndServicesSold |
| Gross profit | 3 months2025-07-01 to 2025-09-30 | −$58.0k | us-gaap:GrossProfit |
| Gross profit | 9 months2025-01-01 to 2025-09-30 | −$8.5m | us-gaap:GrossProfit |
| Selling, general and administrative | 3 months2025-07-01 to 2025-09-30 | $8.4m | us-gaap:SellingGeneralAndAdministrativeExpense |
| Selling, general and administrative | 9 months2025-01-01 to 2025-09-30 | $26.2m | us-gaap:SellingGeneralAndAdministrativeExpense |
| Operating income | 3 months2025-07-01 to 2025-09-30 | −$8.5m | us-gaap:OperatingIncomeLoss |
| Operating income | 9 months2025-01-01 to 2025-09-30 | −$34.7m | us-gaap:OperatingIncomeLoss |
| Interest expense | 3 months2025-07-01 to 2025-09-30 | $12.9m | us-gaap:InterestExpense |
| Interest expense | 9 months2025-01-01 to 2025-09-30 | $39.0m | us-gaap:InterestExpense |
| Income tax | 3 months2025-07-01 to 2025-09-30 | $6.0k | us-gaap:IncomeTaxExpenseBenefit |
| Income tax | 9 months2025-01-01 to 2025-09-30 | −$7.3m | us-gaap:IncomeTaxExpenseBenefit |
| Net income | 3 months2025-07-01 to 2025-09-30 | −$23.7m | us-gaap:NetIncomeLoss |
| Net income | 9 months2025-01-01 to 2025-09-30 | −$71.7m | us-gaap:NetIncomeLoss |
| Diluted EPS | 3 months2025-07-01 to 2025-09-30 | −$0.37 | us-gaap:EarningsPerShareDiluted |
| Diluted EPS | 9 months2025-01-01 to 2025-09-30 | −$1.24 | us-gaap:EarningsPerShareDiluted |
| Basic EPS | 3 months2025-07-01 to 2025-09-30 | −$0.37 | us-gaap:EarningsPerShareBasic |
| Basic EPS | 9 months2025-01-01 to 2025-09-30 | −$1.24 | us-gaap:EarningsPerShareBasic |
| Diluted shares (weighted) | 3 months2025-07-01 to 2025-09-30 | 63,699,000 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Diluted shares (weighted) | 9 months2025-01-01 to 2025-09-30 | 58,027,000 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Operating cash flow | 9 months2025-01-01 to 2025-09-30 | −$2.5m | us-gaap:NetCashProvidedByUsedInOperatingActivities |
| Capital expenditure | 9 months2025-01-01 to 2025-09-30 | $9.4m | us-gaap:PaymentsToAcquirePropertyPlantAndEquipment |
| Cash and equivalents | At period end2025-09-30 | $5.6m | us-gaap:CashAndCashEquivalentsAtCarryingValue |
| Current assets | At period end2025-09-30 | $15.6m | us-gaap:AssetsCurrent |
| Total assets | At period end2025-09-30 | $241.1m | us-gaap:Assets |
| Current liabilities | At period end2025-09-30 | $343.4m | us-gaap:LiabilitiesCurrent |
| Long-term debt | At period end2025-09-30 | $66.8m | us-gaap:LongTermDebtNoncurrent |
| Current portion of debt | At period end2025-09-30 | $266.1m | us-gaap:LongTermDebtCurrent |
| Short-term borrowings | At period end2025-09-30 | $20.6m | us-gaap:ShortTermBorrowings |
| Shareholders' equity | At period end2025-09-30 | −$304.9m | us-gaap:StockholdersEquity |
Source: SEC EDGAR, the filing index for accession 0001437749-25-033667. Last ingested by Listed: Oct 24, 2026, 14:55 ET. Listed shows no prices and gives no investment advice.