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8-K - FORM 8-K - AEMETIS, INC | amtx_8k.htm |
Exhibit 99.1
March 2012
Business
Update
Update
2
Disclaimer
The following information is furnished to Aemetis investors for the purpose of updating them on current key facts with respect to the Company and its business strategies in light of
the fact that the Company has not filed an Annual Report on Form 10-K since March 2010 or a Quarterly Report on Form 10-Q since December 2010.
the fact that the Company has not filed an Annual Report on Form 10-K since March 2010 or a Quarterly Report on Form 10-Q since December 2010.
Certain of the statements contained herein may be statements of future expectations and other forward-looking statements that are based on management's current views and
assumptions and involve known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied in
such statements. In addition to statements which are forward-looking by reason of context, the words “may, will, should, expects, plans, intends, anticipates, believes, estimates,
predicts, potential, or continue” and similar expressions identify forward-looking statements.
assumptions and involve known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied in
such statements. In addition to statements which are forward-looking by reason of context, the words “may, will, should, expects, plans, intends, anticipates, believes, estimates,
predicts, potential, or continue” and similar expressions identify forward-looking statements.
Actual results, performance or events may differ materially from those in such statements due to, without limitation, (i) general economic conditions, (ii) ethanol and gasoline prices,
(iii) commodity prices, (iv) distillery grain soluble markets, (v) persistency levels, (vi) transportation rates for rail/trucks, (vii) interest rate levels, (viii) ethanol imports, (ix) changing
levels of competition, (x) changes in laws and regulations, including govt. support/incentives for biofuels, (xi) changes in process technologies, (xii) the impact of acquisitions,
including related integration issues, (xiii) reorganization measures and (xiv) general competitive factors on a local, regional, national and/or global basis, (xv) natural gas and steam
prices, and (xvi) chemicals and enzyme prices.
(iii) commodity prices, (iv) distillery grain soluble markets, (v) persistency levels, (vi) transportation rates for rail/trucks, (vii) interest rate levels, (viii) ethanol imports, (ix) changing
levels of competition, (x) changes in laws and regulations, including govt. support/incentives for biofuels, (xi) changes in process technologies, (xii) the impact of acquisitions,
including related integration issues, (xiii) reorganization measures and (xiv) general competitive factors on a local, regional, national and/or global basis, (xv) natural gas and steam
prices, and (xvi) chemicals and enzyme prices.
Many of these factors may be more likely to occur, or may be more pronounced, as a result of terrorist activities.
The company assumes no obligation to update any forward-looking information contained herein, and assumes no liability for the accuracy of any of the information presented herein
as of a future date.
as of a future date.
3
Company Overview
· International industrial biotechnology company focused on development and commercialization of innovative industrial biotechnologies that produce renewable
substitutes for traditional petroleum-based chemicals and fuels
substitutes for traditional petroleum-based chemicals and fuels
· Commercially established business with $200mm annualized run-rate revenues1; Company built and operates plants in U.S. and India
· Patented technology platform based on a unique patented aerobic marine organism and propagation process that the Company believes will enable it to
manufacture a variety of high-margin biochemical and renewable fuels products for large markets using renewable and readily available feedstocks
manufacture a variety of high-margin biochemical and renewable fuels products for large markets using renewable and readily available feedstocks
· A major component of the Company’s biochemical platform is the development of isoprene, a chemical with a broad range of commercial applications,
including the production of Tires, Adhesives, Personal Care Products, and Mechanical Goods. To date, isoprene has typically been produced as a by-product
of other processes, which has led to unpredictability of supply and price. Aemetis’ technology enables the production of isoprene as a stand-alone product and
provides a solution to supply and price volatility
including the production of Tires, Adhesives, Personal Care Products, and Mechanical Goods. To date, isoprene has typically been produced as a by-product
of other processes, which has led to unpredictability of supply and price. Aemetis’ technology enables the production of isoprene as a stand-alone product and
provides a solution to supply and price volatility
· Technology platform enables Company to expand existing biorefineries, thereby substantially reducing capital expenditures, construction time and startup costs
associated with building plants for processing biomass into renewable chemicals and fuels
associated with building plants for processing biomass into renewable chemicals and fuels
· Strategy to quickly commercialize technologies by leveraging investments already made in Aemetis’ existing biorefineries and to joint venture with existing
biofuel plants, providing technology licenses, engineering/construction management, personnel training, and ongoing product marketing
biofuel plants, providing technology licenses, engineering/construction management, personnel training, and ongoing product marketing
- In advanced negotiations with potential JV partners for multiple biofuel plants
· Operates 55MGY nameplate capacity ethanol plant in Keyes, California
· Operates 50MGY nameplate capacity integrated chemicals and fuels manufacturing facility in Kakinada, Andhra Pradesh, India; developed unique technology
that uses non-food feedstock for 100% of production
that uses non-food feedstock for 100% of production
· 120 full-time employees in offices and plant sites in Cupertino, California; Keyes, California; Billings, Montana; Kakinada, India and Hyderabad, India
Next Generation renewable chemicals and fuels company with disruptive technology supplying large global markets
Note:
1 Based on Q4 2011 revenues
4
Corporate Structure
Aemetis, Inc.
Aemetis Advanced
Fuels
Fuels
Aemetis
International
International
Aemetis
Technologies
Technologies
Aemetis Americas
Biofuels
Marketing
Marketing
Retrofitted and
operates 55MGY
ethanol plant in
Keyes, California
operates 55MGY
ethanol plant in
Keyes, California
Built, owns and
operates 50MGY
chemicals and
fuels plant in
Kakinada, India
operates 50MGY
chemicals and
fuels plant in
Kakinada, India
Four awarded
patents, 7 filed patents
and 4 licensed patents
on advanced chemicals
and fuels technology
Owns land for
future
development
projects in
Midwestern U.S.
future
development
projects in
Midwestern U.S.
Licensed as
biofuels marketer,
blender and
distributor
biofuels marketer,
blender and
distributor
Aemetis lab and
technical staff
University of
Maryland Biotech
Center
technical staff
University of
Maryland Biotech
Center
5
Key Highlights
Notes:
1 SBI Energy Study Summary: “Biorenewable Chemicals World Market”
2 Only includes US ethanol market; excludes $5 billion biodiesel market and multi-billion dollar jet fuel market
3 Renewable Fuels Association 2011 Annual Report, US Department of Agriculture News, February 2012
4 Indicative Terms
6
Next Generation Product Platforms
Aemetis technology can significantly impact a wide array of products and markets
Fossil fuel petroleum is the fundamental source of chemicals and fuels with global demand in 2010 estimated at approximately $3.0 trillion
· Recent fundamental trends including increased petroleum demand (especially from emerging markets), limited new supply, price volatility and changing regulatory framework
have increased the need for economical, renewable and environmentally sensitive alternatives to petroleum
have increased the need for economical, renewable and environmentally sensitive alternatives to petroleum
· Aemetis’ biotechnologies enable production of chemicals such as isoprene, monoterpenes and long chain hydrocarbons (diesel and jet fuel) from renewable cellulosic biomass
instead of fossil fuels, at economically attractive costs
instead of fossil fuels, at economically attractive costs
· Isoprene alone represents a $2 billion market supplying various product markets including tires, adhesives, personal care products and mechanical goods
Biochemicals Projects
Sources: SBI Energy Study Summary: “Biorenewable Chemicals World Market”, Renewable Fuels Association 2011 Annual Report
Note:
1 Only includes US ethanol market; excludes $5 billion biodiesel market and multi-billion dollar jet fuel market
Biochemicals
Renewable
Fuels
Food & Feed
Platform
Feedstock
Market Size
Products
Sugar, Starch,
Cellulose, Non-food
Stearine, Natural Oils
Cellulose, Non-food
Stearine, Natural Oils
$3 billion
$40 billion1
$6 billion
Isoprene,
Monoterpenes,
Monoterpenes,
Pharma Glycerin
Advanced Ethanol,
Diesel, Jet Fuel
Diesel, Jet Fuel
Sugar, Starch,
Cellulose, Non-food
Stearine, Natural Oils
Cellulose, Non-food
Stearine, Natural Oils
7
Project Development History
US
· 2007—Acquired Energy Enzymes, Inc., a cellulosic technology company
which had developed patent-pending ambient temperature enzymes that
can produce biofuels from traditional feedstock and other renewable, non-
food biomass. Technology immediately deployable at existing corn ethanol
plants, enabling lower operating costs and improved margins via reduction
in gas and water used in the process and the replacement of up to 25% of
traditional corn feedstock with cellulosic material
which had developed patent-pending ambient temperature enzymes that
can produce biofuels from traditional feedstock and other renewable, non-
food biomass. Technology immediately deployable at existing corn ethanol
plants, enabling lower operating costs and improved margins via reduction
in gas and water used in the process and the replacement of up to 25% of
traditional corn feedstock with cellulosic material
· 2008—Built and commissioned 9,000 square foot integrated cellulose and
starch ethanol commercial demonstration facility in Butte, Montana. At
plant, Company evaluated various types of biomass, including wheat straw,
corn stover, and sugar cane bagasse, to optimize its technology
starch ethanol commercial demonstration facility in Butte, Montana. At
plant, Company evaluated various types of biomass, including wheat straw,
corn stover, and sugar cane bagasse, to optimize its technology
· 2010-early 2011—Retrofitted and started operations of 55MGY ethanol
plant in Keyes, California, near Modesto. Currently at 2.9 gallons per
bushel ethanol yield (among highest yields in the industry)
plant in Keyes, California, near Modesto. Currently at 2.9 gallons per
bushel ethanol yield (among highest yields in the industry)
India
· Chemicals and biofuel produced by transesterification process. Non-edible
stearin feedstock reacts with methanol in presence of catalyst to produce
biofuel and crude glycerin. Aemetis refines crude glycerin into refined
glycerin for sale to pharmaceutical, paint, food and cosmetic companies
stearin feedstock reacts with methanol in presence of catalyst to produce
biofuel and crude glycerin. Aemetis refines crude glycerin into refined
glycerin for sale to pharmaceutical, paint, food and cosmetic companies
· Non-food feedstock technology employed in production process enables
Company to reduce costs significantly. Methyl Esters currently produced
from stearin, a non-edible feedstock sourced from suppliers in India.
Feedstock flexibility reduces exposure to commodity price fluctuations
Company to reduce costs significantly. Methyl Esters currently produced
from stearin, a non-edible feedstock sourced from suppliers in India.
Feedstock flexibility reduces exposure to commodity price fluctuations
· 2009—Obtained necessary permits and approvals to sell biofuel into
Europe, U.S. and Indian domestic market on ongoing basis by receiving
advance licenses for duty free import of feedstock
Europe, U.S. and Indian domestic market on ongoing basis by receiving
advance licenses for duty free import of feedstock
Renewable Fuels
Note:
1 Based on Q4 2011 revenues
· Business divided into two categories:
Food
· October 2011—Company completed construction of refining unit and obtained permits
to sell into domestic food markets in India
to sell into domestic food markets in India
· The Company’s plant in Kakinada, India employs a refining process which produces
both food-grade oils and stearin
both food-grade oils and stearin
· The oils are further refined into oleans which are processed into edible oil products,
including cooking oil, baking oil and other related products
including cooking oil, baking oil and other related products
Feed
· April 2011— Production of Wet Distillers Grains (WDG) and deliveries to more than
200 dairies and feed lots in California
200 dairies and feed lots in California
· DG is a high protein, high-energy livestock and animal feed supplement produced as a
by-product of ethanol production. According to the Renewable Fuels Association, the
estimated market value of feed co-products from ethanol production in 2009 was $3.5
billion (approximately 30.5 million metric tons) and currently is more than $6 billion
by-product of ethanol production. According to the Renewable Fuels Association, the
estimated market value of feed co-products from ethanol production in 2009 was $3.5
billion (approximately 30.5 million metric tons) and currently is more than $6 billion
· At the Keyes plant, the Company sells WDG to the local dairy industry. By removing
the drying step and thus reducing the plant’s overall energy consumption, the
Company has lowered costs while selling the WDG at a slight premium over dried DG
the drying step and thus reducing the plant’s overall energy consumption, the
Company has lowered costs while selling the WDG at a slight premium over dried DG
· Current 2011 revenues from sales of WDG are $40 million run-rate1
· Initial target market is California market; largest dairy market in US
Food & Feed
8
Technology and Milestones
Notes:
1 Represents targeted milestones, consistent with the Company’s strategy, and not projections
2 Based on Q4 2011 revenues
· Aemetis has 4 awarded patents, 7 filed patents and 4 licensed patents on
advanced chemicals and fuels technology
advanced chemicals and fuels technology
· Core technologies of the integrated Aemetis BiorefineryTM include:
– Z-Microbe aerobic marine organism acts as a nanoscale bioreactor to
consume plant materials such as cellulose, starch and sugar to produce
renewable chemicals and fuels
consume plant materials such as cellulose, starch and sugar to produce
renewable chemicals and fuels
– Consolidated BioProcessing (CBP) technology uses the Z-Microbe to
convert feedstock into chemicals and fuels in one low-cost process
convert feedstock into chemicals and fuels in one low-cost process
– The Company's ATSCHTM (Ambient Temperature Starch/Cellulose
Hydrolysis) enzymes and solid substrate enzyme production process
expands an existing corn ethanol plant to produce chemicals and cellulosic
ethanol from industrial starch and cellulosic feedstock at near ambient
temperatures
Hydrolysis) enzymes and solid substrate enzyme production process
expands an existing corn ethanol plant to produce chemicals and cellulosic
ethanol from industrial starch and cellulosic feedstock at near ambient
temperatures
– Eliminates the up-front “cooking” process
– Reduces water usage
– Consolidated BioProcessing (CBP) technology simplifies enzyme pre-
treatment and yeast fermentation processes into one step
treatment and yeast fermentation processes into one step
· The Aemetis BiorefineryTM converts renewable feedstocks into high value
chemicals and fuels
chemicals and fuels
Consolidated Bio-Processing
Targeted Milestones1
Milestones Achieved to Date
9
Strategy and Sales & Marketing
· Deploy in U.S. patented aerobic marine organism, patented propagation process and proprietary enzymes in the Aemetis BiorefineryTM expansion of existing corn ethanol
plants. The Company’s technology enables existing ethanol producers to significantly increase revenues by production of:
plants. The Company’s technology enables existing ethanol producers to significantly increase revenues by production of:
– High margin renewable chemicals (including isoprene)
- Cellulosic ethanol
- Distillers Grain feed products
· The Company’s technology reduces operating expenses by lowering energy costs and water consumption; reduces feedstock costs by replacing up to 25% of total feedstock
with cellulosic sources; and replaces corn starch with low-cost industrial starch. The Aemetis technology consolidates or removes many complex steps involved with converting
biomass into fermentable sugars and then into chemicals, significantly reducing the time and cost of bio-refinery construction and operation
with cellulosic sources; and replaces corn starch with low-cost industrial starch. The Aemetis technology consolidates or removes many complex steps involved with converting
biomass into fermentable sugars and then into chemicals, significantly reducing the time and cost of bio-refinery construction and operation
Strategy—North America
· Expand production of renewable chemicals for pharmaceutical, textile, paint and other industries from lower-cost, non-food feedstocks
· Sell biodiesel into international market during summer months when diesel and biodiesel use in Europe and United States increase with onset of warmer weather
· Expand India facility to nameplate capacity of 100MGY
· Increase food product sales by fractionation of natural oils, using the non-food component as feedstock for chemicals and fuels
· Deploy integrated Aemetis BiorefineryTM at sugarcane and ethanol plants in India, Brazil and China. The Keyes biofuel plant retrofitted by Aemetis in 2010/2011 was originally
designed and constructed by Praj Industries of India, an engineering firm and contractor that has built 450 ethanol plants worldwide
designed and constructed by Praj Industries of India, an engineering firm and contractor that has built 450 ethanol plants worldwide
Strategy—India/Brazil/China
· Entered into agreement with leading ethanol marketing company for sale and distribution of ethanol produced at Keyes plant
· Marketing company sells product directly to companies that blend ethanol with refined gasoline
· Chevron and Valero are largest customers for existing Aemetis renewable fuels production
· Market isoprene to synthetic rubber customers in North America/Asia/Europe
Sales and Marketing
North America Segment
India Segment
· Began selling methyl esters in November 2008 to textile plants as anti-static chemical, industrial users, resellers, blenders, distributors and refiners. Sells both directly and
through brokers. Markets and sells glycerin to pharmaceutical, paint and food customers
through brokers. Markets and sells glycerin to pharmaceutical, paint and food customers
10
Financial Overview
· Funding: 80% Biorefinery Expansion Loan + 20% Equity from Aemetis
· Technology: License for Aemetis microbial and enzyme production process
· Management: Engineering/Construction management of facility upgrades
· Professional Services: Train plant operators and supervisors
· Chemical and Fuels Marketing: Long-term contracts for products
Aemetis Biorefinery™ Provides Value to Existing Plants
Aemetis Biorefinery Joint Venture Strategy/Indicative Terms
· Joint venture with corn/sugarcane ethanol plants
- Loan is repaid with interest
- Aemetis is repaid invested capital plus 10% interest rate
– Aemetis receives 75% of ongoing operating cash flow from joint venture
– Aemetis markets chemicals and advanced fuels for 1% fee
Aemetis has limited cash resources for purposes of executing its business strategy. The Company is seeking to raise additional funds through a private offering of equity or debt
securities. To date, capital has been obtained from unrelated parties and from the Company’s significant shareholders through both the issuance of secured and unsecured debt and
the sale of equity securities. The Company is seeking to raise additional funds through a private offering of equity or debt securities. There is no certainty that any such offering will
be successful in which case the Company would seek additional funding from existing stockholders and debt holders.
securities. To date, capital has been obtained from unrelated parties and from the Company’s significant shareholders through both the issuance of secured and unsecured debt and
the sale of equity securities. The Company is seeking to raise additional funds through a private offering of equity or debt securities. There is no certainty that any such offering will
be successful in which case the Company would seek additional funding from existing stockholders and debt holders.
The foregoing does not constitute an offer to sell or the solicitation of an offer to purchase securities under any U.S. federal or state securities laws. Any such offer to sell or
solicitation of offers to purchase will be made only to qualified investors in a manner that complies with all U.S. federal and state securities laws.
solicitation of offers to purchase will be made only to qualified investors in a manner that complies with all U.S. federal and state securities laws.
11
Management Team and Board of Directors
Management
Board of Directors
Eric A. McAfee—Chairman and CEO
Silicon Valley entrepreneur and venture capitalist with lifelong commitment to
agriculture and renewable energy. Founding shareholder of $800 million revenues
Pacific Ethanol ($85m Bill Gates equity). Founding shareholder of several publicly-
held energy companies: Evolution Petroleum, Pacific Asia Petroleum, Particle Drilling
Technologies, World Waste Technologies and Solargen Energy. Has funded more
than twenty-five companies as principal investor, and has founded seven public
companies with a combined high market value of $4 billion.
agriculture and renewable energy. Founding shareholder of $800 million revenues
Pacific Ethanol ($85m Bill Gates equity). Founding shareholder of several publicly-
held energy companies: Evolution Petroleum, Pacific Asia Petroleum, Particle Drilling
Technologies, World Waste Technologies and Solargen Energy. Has funded more
than twenty-five companies as principal investor, and has founded seven public
companies with a combined high market value of $4 billion.
Andy Foster—EVP and President of Aemetis Advanced Fuels
Since joining Aemetis in 2006, Andy Foster has held senior leadership positions
including Senior Vice President, Chief Operating Officer and his current role as
President of the advanced fuels business of the company. Previously, he served as
an executive at Marimba, Cadence Design Systems, and eSilicon Corporation. From
1989 to 1992, he served in the George H.W. Bush White House, and was Deputy
Chief of Staff for Illinois Governor Edgar.
including Senior Vice President, Chief Operating Officer and his current role as
President of the advanced fuels business of the company. Previously, he served as
an executive at Marimba, Cadence Design Systems, and eSilicon Corporation. From
1989 to 1992, he served in the George H.W. Bush White House, and was Deputy
Chief of Staff for Illinois Governor Edgar.
Todd Waltz, CPA—EVP and Chief Financial Officer
Joined Aemetis in 2007 as Corporate Controller and became CFO in 2010.
Previously held senior financial management roles with Apple, Inc. for 12 years. Prior
to Apple, worked with Ernst & Young and Litton Industries.
Previously held senior financial management roles with Apple, Inc. for 12 years. Prior
to Apple, worked with Ernst & Young and Litton Industries.
Sanjeev Gupta—President, Aemetis International
Joined Aemetis in 2007 as head of Biofuels Marketing and became Managing Director
of Universal Biofuels subsidiary in India in 2008. Experienced global marketer of
specialized chemicals and oils. Previously head of petrochemical trading company
with about $250 million of annual revenues and offices on several continents.
Previously General Manager of International Marketing for Britannia Industries, a
subsidiary of Nabisco Brands, in India.
of Universal Biofuels subsidiary in India in 2008. Experienced global marketer of
specialized chemicals and oils. Previously head of petrochemical trading company
with about $250 million of annual revenues and offices on several continents.
Previously General Manager of International Marketing for Britannia Industries, a
subsidiary of Nabisco Brands, in India.
Eric A. McAfee—Chairman and CEO
(see Management)
Harold Sorgenti—Board Member
Appointed to the Board in November 2007. Since 1998, principal of Sorgenti Investment
Partners, a company engaged in pursuing chemical investment opportunities. Prior to
forming Sorgenti Investment Partners, served distinguished career that included position of
President/CEO of ARCO Chemical Company 1979-1991. Founder of Freedom Chemical
Company.
Partners, a company engaged in pursuing chemical investment opportunities. Prior to
forming Sorgenti Investment Partners, served distinguished career that included position of
President/CEO of ARCO Chemical Company 1979-1991. Founder of Freedom Chemical
Company.
John Block—Board Member
Served as Secretary of US Department of Agriculture from 1981-1985 as a member of
Ronald Reagan Cabinet. Currently Senior Legislative Advisor at Olsson Frank Weeda
Terman Bode Matz, P.C. Formerly member of Board of Directors of John Deere & Co. and
Hormel Foods Corp. January 2002-January 2005, served as Executive Vice President of
Food Marketing Institute. February 1986-January 2002, served as President of Food
Distributors International.
Ronald Reagan Cabinet. Currently Senior Legislative Advisor at Olsson Frank Weeda
Terman Bode Matz, P.C. Formerly member of Board of Directors of John Deere & Co. and
Hormel Foods Corp. January 2002-January 2005, served as Executive Vice President of
Food Marketing Institute. February 1986-January 2002, served as President of Food
Distributors International.
Michael L. Peterson—Board Member
Has worked in the securities industry in various capacities for nearly twenty years. For
majority of career, was employed by Goldman Sachs & Co. Also worked for Merrill Lynch.
Served as managing partner of American Institutional Partners, LLC. Founded Pascal
Investments, a private equity firm.
majority of career, was employed by Goldman Sachs & Co. Also worked for Merrill Lynch.
Served as managing partner of American Institutional Partners, LLC. Founded Pascal
Investments, a private equity firm.
Dr. Steve Hutcheson, PhD
Founder of industrial biotechnology company Zymetis which was acquired in 2011 by
Aemetis. Dr. Hutcheson is a recognized leader in the field of bacterial molecular biology
and is the world’s foremost authority on certain bacterium from which the company derives
its unique intellectual property. Dr. Hutcheson has more than 211 formal research
presentations and publications, multiple patents granted with seven patents pending, and
has served on 18 advisory panels for Federal funding agencies. Dr. Hutcheson earned his
Ph.D. from the University of California, Berkeley and served for 25 years at the University
of Maryland as a professor in the Department of Cell Biology and Molecular Genetics.
Aemetis. Dr. Hutcheson is a recognized leader in the field of bacterial molecular biology
and is the world’s foremost authority on certain bacterium from which the company derives
its unique intellectual property. Dr. Hutcheson has more than 211 formal research
presentations and publications, multiple patents granted with seven patents pending, and
has served on 18 advisory panels for Federal funding agencies. Dr. Hutcheson earned his
Ph.D. from the University of California, Berkeley and served for 25 years at the University
of Maryland as a professor in the Department of Cell Biology and Molecular Genetics.