AEMETIS, INC

Previous wording

The following discussion should be read in conjunction with our consolidated condensed financial statements and accompanying notes included elsewhere in 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, particularly under“Part II, Item 1A. Risk Factors,”* 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.

Current wording

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.

Previous wording

Our California Dairy Renewable Natural Gas segment Aemetis Biogas LLC or “ABGL,” 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 eleven operating digesters that receive waste from twelve 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 a total of 50 dairies and are seeking to sign additional agreements with dairies.

Current wording

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 eleven operating digesters that receive waste from twelve 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 a total of 50 dairies and are seeking to sign agreements with additional dairies.

Previous wording

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 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.

Current wording

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.

Previous wording

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. In 2023, we obtained a permit to construct a geologic characterization well at the Riverbank site to obtain information to support an EPA Class VI CO₂ injection well permit application. Once operational, these projects will generate revenue by selling California LCFS credits and federal Internal Revenue Code Section 45Q tax credits.

Current wording

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.

Previous wording

*California Dairy Renewable Natural Gas.*During the three months ended March 31, 2025, we sold 70.9 thousand MMBtu ("million British thermal units") of RNG at an average price of $3.65 per MMBtu, compared to the three months ended March 31, 2024, when we sold 60.8 thousand MMBtu of RNG at an average price of $4.02 per MMBtu. During the three months ended March 31, 2025 we sold 388 thousand D3 RINs at an average price of $2.64 per D3 RIN, compared to the three months ended March 31, 2024, when we sold 766 thousand D3 RINs at an average price of $3.08 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 are waiting for approval from the California Air Resources Board ("CARB"). During the period ended March 31, 2025 we sold 16.0 thousand LCFS credits at an average price of $72.50 each, compared to 18.0 thousand metric tons of LCFS credits at an average price of $66.00 each during the period ended March 31, 2024.

Current wording

*California Dairy Renewable Natural Gas.*During the three months ended June 30, 2025, we sold 106.4 thousand MMBtu ("million British thermal units") of RNG at an average price of $2.75 per MMBtu, compared to the three months ended June 30, 2024, when we sold 88 thousand MMBtu of RNG at an average price of $2.19 per MMBtu. During the three months ended June 30, 2025, we sold 763.6 thousand D3 RINs at an average price of $2.60 per D3 RIN, compared to the three months ended June 30, 2024, when we sold 341 thousand D3 RINs at an average price of $3.17 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"). During the period ended June 30, 2025, we sold 14 thousand LCFS credits at an average price of $55.25 each, compared to 5 thousand LCFS credits at an average price of $64.75 each during the period ended June 30, 2024.

Previous wording

Our feedstock for California Ethanol is provided by J.D. Heiskell. Title to the corn passes to us when the corn is deposited into our weigh bin and enters the production process. Our cost of feedstock is established by J.D Heiskell based on market prices and includes rail transportation, local basis costs, 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.

Current wording

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.

Previous wording

The feedstock for producing RNG is supplied by dairy operators who lease us land and supply our digesters with their 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.

Current wording

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.

Previous wording

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 title passes when the goods are loaded at our vendors’ facilities. Credit terms vary by vendor. However, we generally receive 15 days of credit on the purchases. We purchased crude glycerin in the international market on letters of credit or advance payment terms.

Current wording

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.

Previous wording

California Ethanol. We ground 4.8 million bushels of corn at an average price of $6.63 per bushel duringthe three months ended March 31, 2025, compared to 4.9 million bushels of corn at an average price of $6.33 per bushel during the three months ended March 31, 2024. The slight increase in cost of goods sold forthe three months ended March 31, 2025, is mainly due to the increase in the cost of corn.

Current wording

California Ethanol. We ground 4.7 million bushels of corn at an average cost of $6.42 per bushel duringthe three months ended June 30, 2025, compared to 5.2 million bushels of corn at an average cost of $6.36 per bushel during the three months ended June 30, 2024. The 6.7% decrease in cost of goods sold forthe three months ended June 30, 2025, is mainly due to the planned reduction in the quantity of corn ground.

Previous wording

India Biodiesel. The decrease in cost of goods sold during the three months ended March 31, 2025, compared to March 31, 2024, was attributable to a pause in production of biodiesel during the three months ended March 31, 2025, compared to 27.5 thousand metric tons of biodiesel sold during the three months ended March 31, 2024.

Current wording

India Biodiesel. The decrease in cost of goods sold during the three months ended June 30, 2025, compared to June 30, 2024, was attributable to reduced biodiesel sales. The average cost of feedstock used to produce biodiesel was $1,165 per metric ton during the three months ended June 30, 2025, compared to $924 per metric ton during the three months ended June 30, 2024.

Previous wording

*California Ethanol.*The decrease in gross loss during the period ended March 31, 2025, was attributable primarily to an increase in the average ethanol sales price.

Current wording

*California Ethanol.*The decrease in gross loss during the three months ended June 30, 2025, compared to the same period in 2024, was attributable primarily to decreased corn costs.

Previous wording

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 24%in the three months ended March 31, 2025, compared to 12% in the three months ended March 31, 2024. The increase in SG&A percentage was due to decreased revenues during the three months ended March 31, 2025. The increase in total SG&A expenses in the three months ended March 31, 2025, was primarily due to increases in taxes, insurance, rent, utilities, and professional fees and the insurance and professional fee increases were associated with tax credit sales.

Current wording

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 June 30, 2025, compared to 18% in the three months ended June 30, 2024. The decrease in SG&A expense was primarily due to a one-time $3.6 million loss on an asset write-off in the three months ended June 30, 2024, a $0.2 million increase in rental income from subleases in the three months ended June 30, 2025, and a reduction in legal, professional, and membership fees.

Previous wording

*California Ethanol.*For the three months ended March 31, 2025, this segment generated 74% of its revenue from sales of ethanol, 21% from sales of WDG, and 5% from sales of corn oil, CDS, CO₂, and other sales. During the three months ended March 31, 2025, the Keyes plant sold 14.1 million gallons of ethanol at an average price of $1.98 per gallon and 93 thousand tons of WDG at an average price of $86.00 per ton, compared to sales during the three months ended March 31, 2024, when the Keyes plant sold 14.1 million gallons of ethanol at an average price of $1.79 per gallon and 94 thousand tons of WDG at an average price of $98.00 per ton. Overall revenue increased by 4.6% primarily due to increase in the average ethanol sales price.

Current wording

*California Ethanol.*For the six months ended June 30, 2025, this segment generated 74% of its revenue from sales of ethanol, and the rest from sales of WDG, corn oil, CDS, and CO₂. During the six months ended June 30, 2025, the Keyes plant sold 27.9 million gallons of ethanol at an average price of $2.00 per gallon and 184 thousand tons of WDG at an average price of $86.00 per ton, compared to sales during the six months ended June 30, 2024, when the Keyes plant sold 28.9 million gallons of ethanol at an average price of $1.89 per gallon and 199 thousand tons of WDG at an average price of $93 per ton. This segment's revenue decreased slightly primarily due to decrease in the quantities sold for ethanol and WDG along with a decrease in the WDG price.

Previous wording

*India Biodiesel.*For the three months ended March 31, 2025, the Kakinada Plant generated $2.7 million in revenue from sales of feedstock and glycerin. The India biodiesel plant generated $32.8 million in revenue from biodiesel and other sales during the same period in 2024.

Current wording

*India Biodiesel.*For thesix months ended June 30, 2025, the Kakinada Plant generated $9.5 million in revenue from sales of biodiesel, and $5.1 million from other sales. The India biodiesel plant generated $54.7 million in revenue from biodiesel and $2.9 million in revenue from other sales during the same period in 2024. The segment's revenue decreased due to delays in OMC's issuing tenders and associated purchase contracts.

Previous wording

California Dairy Renewable Natural Gas. Thedecrease in gross profit for the three months ended March 31, 2025, compared to the same period in 2024 is due to the decrease in sales and increase in costs of goods sold, primarily depreciation, for the increased number of operating digesters.

Current wording

California Dairy Renewable Natural Gas. Thedecrease in gross profit for the six months ended June 30, 2025, compared to the same period in 2024 is due to the decrease in sales and increase in costs of goods sold, primarily depreciation, for the increased number of operating digesters.

Previous wording

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 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 March 31, 2025, due to higher variable interest rates and higher debt balances.

Current wording

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 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 six months ended June 30, 2025, due to higher variable interest rates and higher debt balances.

Previous wording

Cash and cash equivalents were $0.5 million at March 31, 2025, with $0.3 million held in our North American entities and $0.2 million in our India entity. Our current ratio was 0.16 at March 31, 2025 compared to 0.31 at December 31, 2024. 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.

Current wording

Cash and cash equivalents were $1.6 million at June 30, 2025, with $0.6 million held in our North American entities and $1.0 million in our India entity. Our current ratio was 0.06 at June 30, 2025, compared to 0.31 at December 31, 2024. 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.

Previous wording

As of December 31, 2024, the outstanding balance of principal, interest and fees, net of discounts, on all Third Eye Capital Notes equaled $217.4 million. The maturity dates for the Third Eye Capital financing arrangements are as follows:

Current wording

As of June 30, 2025, the outstanding balance of principal, interest and fees, net of discounts, on all Third Eye Capital Notes totals $225.7 million. The maturity dates for the debts to Third Eye Capital are as follows:

Previous wording

Our senior lender has provided a series of accommodating amendments to our debt facilities as described in further detail inNote 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.

Current wording

Third Eye Capital has provided a series of accommodating amendments to our debt facilities as described in further detail inNote 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.

Previous wording

The following table describes the changes in current and long-term debt (in thousands) during the three months ended March 31, 2025:

Current wording

The following table describes the changes in current and long-term debt (in thousands) during the six months ended June 30, 2025:

Previous wording

Working capital changes reflect (i) a $2.5 million decrease in inventories primarily due to selling feedstock in India during the pause in OMC shipments; (ii) a $12.3 million decrease in tax credit sale receivable due to receipt of the credit sale proceeds; (iii) a decrease in accounts receivable of $0.8 million in the India Biodiesel segment; and (iv) a $0.3 million decrease in other current assets in the India Biodiesel segment.

Current wording

Working capital changes reflect (i) a $13 million decrease in inventories primarily due to restarting shipment of biodiesel to the OMCs after a delay in tenders; (ii) a $12.3 million decrease in tax credit sale receivable due to our receipt of the credit sale proceeds; (iii) an increase in trade accounts receivable of $0.9 million; and (iv) a $0.9 million decrease in other current assets in the India Biodiesel segment.

Previous wording

Cash provided by operating activities was $0.2 million, derived from a net loss of $24.5 million, non-cash changes of $9.6 million, and changes in operating assets and liabilities of $15.1 million. The non-cash changes primarily consisted of: (i) $2.3 million in stock-based compensation expense, (ii) $2.4 million in depreciation expenses, (iii) $2.7 million in amortization of debt issuance costs and other intangible assets, and (iv) $2.3 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 accounts receivable of $0.8 million, (ii) decrease in inventory of $2.5 primarily due to the India biodiesel segment selling feedstock inventory, (iii) $12.3 million receipt from tax credit sales, and (iv) $0.5 million reduction in other assets. This was offset by (i) a $0.7 million decrease in accounts payable, (ii) $0.2 million decrease in accrued interest expense and fees due to payments towards interest, and (iii) $0.1 million decrease in other liabilities.

Current wording

Cash used in operating activities was $5.6 million, derived from a net loss of $47.9 million, non-cash changes of $16.6 million, and changes in operating assets and liabilities of $25.8 million. The non-cash changes primarily consisted of: (i) $3.7 million in stock-based compensation expense, (ii) $4.7 million in depreciation expenses, (iii) $3.8 million in amortization of debt issuance costs and other intangible assets, (iv) $4.3 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$13.0 primarily due to the India biodiesel segment selling feedstock and biodiesel inventory, (ii) $12.3 million receipt from tax credit sales, (iii)$0.4 million reduction in other assets and prepaid expenses, (iv)$9.4 million increase in accrued interest expense and fees, and (v)$0.6 million increase in other liabilities. This was offset by (i) a$9.5 million decrease in accounts payable and (ii) an increase in accounts receivable of$0.4 million.

Previous wording

Cash used in investing activities was $1.8 million, of which $1.3 million was used for capital projects associated with production of RNG and $0.4 million for capital projects at the Kakinada Plant.

Current wording

Cash used in investing activities was $4.9 million, of which $4.9 million was used for capital projects associated with production of RNG and energy efficiency projects in California offset by $0.4 million grants received, and $0.4 million was used for capital projects at the Kakinada Plant.

Previous wording

Cash provided by financing activities was $1.3 million, consisting primarily of (i) $3.8 million proceeds from borrowings, and (ii) $5.1 million from sales of common stock, offset by (i) $5.2 million in repayments of borrowings, (ii) $2.2 million in payments on Series A Preferred financing, and (iii) $0.3 million in debt renewal and waiver fee payments.

Current wording

Cash provided by financing activities was $11.3 million, consisting primarily of (i) $21.3 million proceeds from borrowings, and (ii) $18.2 million from sales of common stock, offset by (i) $25.4 million in repayments of borrowings, (ii) $2.2 million in payments on Series A Preferred financing, and (iii) $0.5 million in debt renewal and waiver fee payments.

Previous wording

In October 2020, we commenced an at-the-market stock sales program, which allows us to sell and issue shares of our common stock into the publicly traded markets. During the three months ended March 31, 2025, we sold 2.4 million shares of common stock under our at-the-market offering for net proceeds of $5.1 million net of commissions, which is included in the cash provided by financing activities noted above.

Current wording

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 June 30, 2025, we sold 7.6 million shares of common stock for net proceeds of $12.9 million net of commissions. During the six months ended June 30, 2025, we sold 10.0 million shares of common stock for net proceeds of $18.0 million net of commissions, which is included in the cash provided by financing activities noted above.