Nevada
|
26-1407544
|
|
(State or other jurisdiction
|
(I.R.S. Employer
|
|
of incorporation or organization)
|
Identification No.)
|
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS | |||||
PART I.--FINANCIAL INFORMATION | |||||
Item 1. | Financial Statements | 1 | |||
Item 2. | Management's Discussion and Analysis of Financial Condition and Results of Operations | 25 | |||
Item 3. | Quantitative and Qualitative Disclosures about Market Risk | 37 | |||
Item 4. | Controls and Procedures | 39 | |||
PART II--OTHER INFORMATION | |||||
Item 1. | Legal Proceedings | 40 | |||
Item 1A. | Risk Factors | 40 | |||
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 40 | |||
Item 3. | Defaults Upon Senior Securities | 40 | |||
Item 4. | Submission of Matters to a Vote of Securitiy Holders | 41 | |||
Item 5. | Other Information | 41 | |||
Item 6. | Exhibits | 42 | |||
SIGNATURES | 43 |
September 30,
|
December 31,
|
|||||||
2010
|
2009
|
|||||||
(Unaudited)
|
||||||||
Assets
|
||||||||
Current assets:
|
||||||||
Cash and cash equivalents
|
$ | 41,952 | $ | 52,178 | ||||
Accounts receivable
|
113,396 | 32,032 | ||||||
Inventories
|
1,260,734 | 593,461 | ||||||
Prepaid expenses
|
21,009 | 21,660 | ||||||
Other current assets
|
373,579 | 369,668 | ||||||
Total current assets
|
1,810,670 | 1,068,999 | ||||||
Property, plant and equipment, net
|
18,391,914 | 18,447,875 | ||||||
Other assets
|
32,836 | 49,344 | ||||||
Total assets
|
$ | 20,235,420 | $ | 19,566,218 | ||||
Liabilities and stockholders' deficit
|
||||||||
Current liabilities:
|
||||||||
Accounts payable
|
$ | 4,964,424 | $ | 3,137,480 | ||||
Short term borrowings, net of discount
|
8,117,937 | 6,409,950 | ||||||
Mandatorily redeemable Series B Preferred stock
|
1,750,002 | 1,750,002 | ||||||
Other current liabilities
|
3,502,478 | 3,316,931 | ||||||
Secured term loan
|
5,058,118 | 4,391,512 | ||||||
Current portion of long term debt (related party)
|
5,639,945 | - | ||||||
Total current liabilities
|
29,032,904 | 19,005,875 | ||||||
Long term debt (related party)
|
- | 4,250,031 | ||||||
Commitments and contingencies (Notes 2,4,6,7,12,14 and 16 )
|
||||||||
Stockholders' deficit:
|
||||||||
AE Biofuels, Inc. stockholders deficit
|
||||||||
Series B Preferred Stock - $.001 par value - 7,235,565 authorized; 3,165,225 and 3,320,725 shares issued and outstanding, respectively (aggregate liquidation preference of $9,495,675 and $9,962,175, respectively)
|
3,166 | 3,321 | ||||||
Common Stock - $.001 par value 400,000,000 authorized; 87,037,032 and 86,181,532 shares issued and outstanding, respectively
|
87,036 | 86,181 | ||||||
Additional paid-in capital
|
37,171,060 | 36,763,984 | ||||||
Accumulated deficit
|
(44,642,615 | ) | (38,804,417 | ) | ||||
Accumulated other comprehensive income
|
(914,800 | ) | (1,376,382 | ) | ||||
Total AE Biofuels, Inc. stockholders deficit
|
(8,296,153 | ) | (3,327,313 | ) | ||||
Noncontrolling interest
|
(501,331 | ) | (362,375 | ) | ||||
Total stockholders' deficit
|
(8,797,484 | ) | (3,689,688 | ) | ||||
Total liabilities and stockholders' deficit
|
$ | 20,235,420 | $ | 19,566,218 |
For the nine months ended
|
For the three months ended
|
|||||||||||||||
September 30, 2010
|
September 30, 2009
|
September 30, 2010
|
September 30, 2009
|
|||||||||||||
Sales
|
$ | 5,635,480 | $ | 7,552,938 | $ | 1,592,932 | $ | 4,054,985 | ||||||||
Cost of goods sold
|
5,823,256 | 7,101,076 | 1,671,989 | 3,685,366 | ||||||||||||
Gross profit (loss)
|
(187,776 | ) | 451,862 | (79,057 | ) | 369,619 | ||||||||||
Research and development
|
283,583 | 399,148 | 29,206 | 157,574 | ||||||||||||
Selling, general and administrative expenses
|
3,025,216 | 4,680,229 | 896,066 | 1,256,482 | ||||||||||||
Loss (gain) on forward purchase commitment
|
(10,426 | ) | - | 7,614 | - | |||||||||||
Impairment of long lived assets
|
- | 2,086,350 | - | 2,086,350 | ||||||||||||
Operating loss
|
(3,486,149 | ) | (6,713,865 | ) | (1,011,943 | ) | (3,130,787 | ) | ||||||||
Other income / (expense)
|
||||||||||||||||
Interest income
|
2,241 | 19,526 | 147 | 6,565 | ||||||||||||
Interest expense
|
(2,552,619 | ) | (2,137,212 | ) | (726,564 | ) | (692,714 | ) | ||||||||
Other income, net of expenses
|
62,573 | 60,535 | 15,789 | 32,258 | ||||||||||||
- | - | - | - | |||||||||||||
Loss before income taxes
|
(5,973,954 | ) | (8,771,016 | ) | (1,722,571 | ) | (3,784,678 | ) | ||||||||
Income taxes
|
(3,200 | ) | (1,662 | ) | - | - | ||||||||||
Net loss
|
(5,977,154 | ) | (8,772,678 | ) | (1,722,571 | ) | (3,784,678 | ) | ||||||||
Less: Net loss attributable to the
noncontrolling interest
|
(138,956 | ) | (293,891 | ) | (14,311 | ) | (117,637 | ) | ||||||||
Net loss attributable to AE Biofuels, Inc.
|
$ | (5,838,198 | ) | $ | (8,478,787 | ) | $ | (1,708,260 | ) | $ | (3,667,041 | ) | ||||
Other comprehensive loss, net of tax
|
||||||||||||||||
Foreign currency translation adjustment
|
152,496 | (284,684 | ) | 33,782 | (180,250 | ) | ||||||||||
Comprehensive loss, net of tax
|
(5,824,658 | ) | (9,057,362 | ) | (1,688,789 | ) | (3,964,928 | ) | ||||||||
Comprehensive loss attributable to the
noncontrolling interest
|
- | - | - | - | ||||||||||||
Comprehensive loss attributable to
AE Biofuels, Inc.
|
$ | (5,824,658 | ) | $ | (9,057,362 | ) | $ | (1,688,789 | ) | $ | (3,964,928 | ) | ||||
Loss per common share attributable to AE Biofuels, Inc.
|
||||||||||||||||
Basic and dilutive
|
$ | (0.07 | ) | $ | (0.10 | ) | $ | (0.02 | ) | $ | (0.04 | ) | ||||
Weighted average shares outstanding
|
||||||||||||||||
Basic and dilutive
|
86,581,779 | 86,087,653 | 86,987,032 | 86,171,532 |
For the nine months ended September 30,
|
||||||||
2010
|
2009
|
|||||||
Operating activities:
|
||||||||
Net loss
|
$ | (5,977,154 | ) | $ | (8,772,678 | ) | ||
Adjustments to reconcile net loss to
|
||||||||
net cash used in operating activities:
|
||||||||
Stock based compensation | 245,776 | 605,909 | ||||||
Expired land options | - | 40,000 | ||||||
Amortization and depreciation | 569,337 | 529,263 | ||||||
Inventory provision | 282,700 | 336,114 | ||||||
Amortization of debt discount | 583,985 | 495,938 | ||||||
Impairment of long lived assets | - | 2,086,350 | ||||||
Changes in assets and liabilities:
|
||||||||
Accounts receivable | (78,777 | ) | 326 | |||||
Inventory | (916,303 | ) | (92,870 | ) | ||||
Prepaid expenses | 964 | 88,698 | ||||||
Other current assets and other assets | 26,039 | 664,666 | ||||||
Accounts payable | 1,793,911 | 736,711 | ||||||
Accrued interest expense | 1,658,442 | 1,027,095 | ||||||
Other liabilities | (206,362 | ) | 324,254 | |||||
Advances under lease agreement | 500,000 | - | ||||||
Net cash used in operating activities
|
(1,517,442 | ) | (1,930,224 | ) | ||||
Investing activities:
|
||||||||
Purchase of property, plant and equipment, net
|
(52,435 | ) | (78,978 | ) | ||||
Net cash used in investing activities
|
(52,435 | ) | (78,978 | ) | ||||
Financing activities:
|
||||||||
Proceeds from borrowings under related party credit arrangements
|
2,612,000 | 1,485,500 | ||||||
Payments of borrowings under related party credit arrangements
|
(1,600,000 | ) | (169,630 | ) | ||||
Proceeds under working capital facility
|
3,189,946 | 2,255,536 | ||||||
Payments under working capital facility
|
(2,752,368 | ) | (1,845,439 | ) | ||||
Payments under debt facilities
|
- | 3,449 | ||||||
Net cash provided by financing activities
|
1,449,578 | 1,729,416 | ||||||
Effect of exchange rate changes on cash and cash equivalents
|
110,073 | 9,512 | ||||||
Net cash increase (decrease) for period
|
(10,226 | ) | (270,274 | ) | ||||
Cash and cash equivalents at beginning of period
|
52,178 | 377,905 | ||||||
Cash and cash equivalents at end of period
|
$ | 41,952 | $ | 107,631 | ||||
Supplemental disclosures of cash flow information, cash paid:
|
||||||||
Interest
|
$ | 37,723 | $ | 281,480 | ||||
Income taxes, net of refunds
|
3,200 | - | ||||||
Supplemental disclosures of cash flow information, non-cash transactions:
|
||||||||
Settlement of registration rights liability through issuance of stock
|
- | $ | 1,807,748 | |||||
Payment of interest through the issuance of stock
|
$ | 162,000 | - |
For the nine months ended |
For the three months ended
|
|||||||||||||||
September 30, 2010
|
September 30, 2009
|
September 30, 2010
|
September 30, 2009
|
|||||||||||||
Series B preferred stock
|
3,264,067 | 3,340,979 | 3,208,703 | 3,330,725 | ||||||||||||
Series B warrants
|
443,853 | 443,853 | 443,853 | 443,853 | ||||||||||||
Common stock options and warrants
|
5,885,027 | 3,784,946 | 6,064,734 | 5,137,684 | ||||||||||||
Unvested restricted stock
|
–– | 10,989 | –– | –– | ||||||||||||
Total weighted average number of potentially dilutive shares excluded from the diluted net loss per share calculation
|
9,592,947 | 7,580,767 | 9,717,290 | 8,912,262 |
●
|
Valuation and amortization method
— We estimate the fair value of stock options granted using the Black-Scholes-Merton option-pricing formula and a single option award approach. This fair value is then amortized on a straight-line basis over the requisite service periods of the awards, which is generally the vesting period.
|
●
|
Expected Term
— Our expected term represents the weighted-average period that our stock-based awards are expected to be outstanding. We applied the “Simplified Method” as defined in the SEC’s Staff Accounting Bulletin No. 107 and 110.
|
●
|
Expected Volatility
— Our Company’s expected volatilities are based on the historical volatility of comparable public companies’ stock for a period consistent with our expected term.
|
●
|
Expected Dividend
— The Black-Scholes-Merton valuation model calls for a single expected dividend yield as an input. We currently pay no dividends and do not expect to pay dividends in the foreseeable future.
|
●
|
Risk-Free Interest Rate
— We base the risk-free interest rate on the implied yield currently available on United States Treasury zero-coupon issues with an equivalent remaining term.
|
September 30, 2010
|
December 31, 2009
|
|||||||
Raw materials
|
$ | 619,003 | $ | 389,442 | ||||
Work-in-progress
|
578,223 | 77,123 | ||||||
Finished goods
|
63,508 | 126,896 | ||||||
Total inventory
|
$ | 1,260,734 | $ | 593,461 |
|
September
30,
|
December 31,
|
||||||
2010
|
2009
|
|||||||
Land
|
$
|
3,386,725
|
$
|
3,358,569
|
||||
Buildings
|
12,196,355
|
11,828,545
|
||||||
Furniture and fixtures
|
135,227
|
126,718
|
||||||
Machinery and equipment
|
873,576
|
924,964
|
||||||
Construction in progress
|
3,334,565
|
3,155,001
|
||||||
Total gross property, plant & equipment
|
19,926,448
|
19,393,797
|
||||||
Less accumulated depreciation
|
(1,534,534
|
)
|
(945,922
|
)
|
||||
Total net property, plant & equipment
|
$
|
18,391,914
|
$
|
18,447,875
|
|
September 30,
2010
|
December 31,
2009
|
||||||
Current
|
||||||||
Short term deposits
|
$
|
79,342
|
$
|
56,221
|
||||
Foreign input credits
|
256,281
|
256,124
|
||||||
Other
|
37,956
|
57,323
|
||||||
$
|
373,579
|
$
|
369,668
|
|||||
Long Term
|
||||||||
Restricted cash
|
$
|
––
|
$
|
10,744
|
||||
Deposits
|
32,836
|
38,600
|
||||||
$
|
32,836
|
$
|
49,344
|
|
September 30
, 2010
|
December 31, 2009
|
||||||
Vacation and wages
|
$
|
1,013,365
|
$
|
655,821
|
||||
Duty and service tax
|
686,551
|
660,571
|
||||||
Termination fee
|
600,000
|
600,000
|
||||||
Legal fees
|
372,937
|
425,475
|
||||||
Repurchase obligations
|
345,957
|
265,581
|
||||||
Other
|
483,668
|
709,483
|
||||||
$
|
3,502,478
|
$
|
3,316,931
|
|
September
30
, 2010
|
December 31, 2009
|
||||||
Revolving line of credit (related party)
|
$
|
—
|
4,250,031
|
|||||
Total long term debt
|
—
|
4,250,031
|
||||||
Senior secured note, including accrued interest of $1,657,909 and $1,017,701 less deferred issuance costs of $0 and $583,985
|
7,327,909
|
6,083,716
|
||||||
Revolving line of credit (related party)
|
|
5,639,945
|
—
|
|||||
Unsecured working capital loan
|
790,028
|
326,234
|
||||||
Secured term loan
|
5,058,118
|
4,391,512
|
||||||
Total current debt
|
18,816,000
|
10,801,462
|
||||||
Total debt
|
$
|
18,816,000
|
$
|
15,051,493
|
Rental
Payments
|
||||
2010
|
$
|
67,995
|
||
2011
|
275,119
|
|||
2012
|
115,475
|
|||
Total
|
$
|
458,589
|
●
|
Increase or decrease (other than by redemption or conversion) the total number of authorized shares of Series B preferred stock;
|
●
|
Effect an exchange, reclassification, or cancellation of all or a part of the Series B preferred stock, including a reverse stock split, but excluding a stock split;
|
●
|
Effect an exchange, or create a right of exchange, of all or part of the shares of another class of shares into shares of Series B preferred stock; or
|
●
|
Alter or change the rights, preferences or privileges of the shares of Series B preferred stock so as to affect adversely the shares of such series.
|
|
Number of
Warrants
|
Weighted-
Average
Exercise
Price
|
Warrants
Exercisable
|
Remaining
Term
(years)
|
||||||||||||
Outstanding, December 31, 2009
|
666,587
|
$
|
3.00
|
666,587
|
2.56
|
|||||||||||
Granted
|
—
|
—
|
—
|
|||||||||||||
Exercised
|
—
|
—
|
—
|
|||||||||||||
Outstanding, September 30, 2010
|
666,587
|
3.00
|
666,587
|
2.06
|
|
Shares
Available For
Grant
|
Number of
Shares
|
Weighted-Average
Exercise Price
|
|||||||||
Balance as of December 31, 2008
|
1,490,500
|
2,509,500
|
$
|
3.24
|
||||||||
Authorized
|
882,410
|
|||||||||||
Granted
|
(2,884,000
|
)
|
2,884,000
|
0.16
|
||||||||
Exercised
|
—
|
—
|
—
|
|||||||||
Forfeited
|
696,500
|
(696,500
|
)
|
3.14
|
||||||||
Balance as of December 31, 2009
|
185,410
|
4,697,000
|
1.37
|
|||||||||
Authorized
|
908,734
|
|||||||||||
Granted
|
(1,490,000
|
)
|
1,490,000
|
0.21
|
||||||||
Exercised
|
—
|
—
|
—
|
|||||||||
Forfeited
|
600,000
|
(600,000
|
)
|
1.43
|
||||||||
Balance as of September 30, 2010
|
204,144
|
5,587,000
|
1.05
|
Number of
Shares
|
Weighted
Average
Exercise
Price
|
Remaining
Contractual
Term
(In Years)
|
Aggregate
Intrinsic
Value
1
|
|||||||||||||
Vested
|
3,706,708
|
$
|
1.35
|
1.64
|
$
|
—
|
||||||||||
Unvested
|
1,880,292
|
$
|
0.35
|
1.96
|
—
|
|||||||||||
Total
|
5,587,000
|
$
|
1.70
|
1.80
|
$
|
—
|
For the nine months ended September 30, 2010
|
For the nine months ended September, 2009
|
|||||||||||||||||||||||
Parent
|
Noncontrolling Interest
|
Consolidated
|
Parent
|
Noncontrolling
Interest
|
Consolidated
|
|||||||||||||||||||
December 31,
Accumulated deficit
|
$ | (1,803,799 | ) | $ | (362,375 | ) | $ | (2,166,174 | ) | $ | (1,426,633 | ) | $ | –– | $ | (1,426,633 | ) | |||||||
Attributable net loss
|
(144,628 | ) | (138,956 | ) | (283,584 | ) | (305,905 | ) | (293,891 | ) | (599,776 | ) | ||||||||||||
September 30,
Accumulated
deficit
|
$ | (1,948,427 | ) | $ | (501,331 | ) | $ | (2,449,758 | ) | $ | (1,732,538 | ) | $ | (293,891 | ) | $ | (2,026,409 | ) |
Statement of Operations Data
|
For the Nine months ended September 2010
|
For the Three months ended September 2010
|
||||||
Revenues
|
||||||||
India
|
$
|
5,635,480
|
$
|
1,592,932
|
||||
North America
|
—
|
—
|
||||||
Other
|
—
|
—
|
||||||
Total revenues
|
$
|
5,635,480
|
$
|
1,592,932
|
||||
Cost of goods sold
|
||||||||
India
|
$
|
5,823,256
|
1,671,989
|
|||||
North America
|
—
|
—
|
||||||
Other
|
—
|
—
|
||||||
Total cost of goods sold
|
$
|
5,823,256
|
$
|
1,671,989
|
||||
Gross profit (loss)
|
||||||||
India
|
$
|
(187,776)
|
$
|
(79,057)
|
||||
North America
|
—
|
—
|
||||||
Other
|
—
|
—
|
||||||
Total gross profit (loss)
|
$
|
(187,776)
|
$
|
(79,057)
|
Balance Sheet Data
|
||||||||
September 30,
2010
|
December 31,
2009
|
|||||||
Total Assets
|
||||||||
India
|
$
|
17,030,784
|
$
|
16,224,300
|
||||
North America (United States)
|
3,144,135
|
3,250,827
|
||||||
Other
|
60,501
|
91,091
|
||||||
Total Assets
|
$
|
20,235,420
|
$
|
19,566,218
|
|
Fair Value Measurements
|
|||||||||||||||
Carrying
Amount
at September 30, 2010
|
Level 1
|
Level 2
|
Level 3
|
|||||||||||||
Assets
|
||||||||||||||||
Cash and time deposits
|
$ | 41,952 | $ | 41,952 | $ | –– | $ | –– | ||||||||
Total
|
$ | 41,952 | $ | 41,952 | $ | –– |
ITEM 2.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
|
|
●
|
Overview
. Discussion of our business and overall analysis of financial and other highlights affecting the Company 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, 2010 to the three and
nine
months ended September 30, 2009.
|
|
●
|
Liquidity and Capital Resources
. An analysis of changes in our balance sheets and cash flows, and discussion of our financial condition.
|
|
●
|
Critical Accounting Estimates
. Accounting estimates that we believe are important to understanding the assumptions and judgments incorporated in our reported financial results and forecasts.
|
|
For the Three Months Ended
September 30
,
|
|||||||
2010
|
2009
|
|||||||
%
|
%
|
|||||||
Salaries, wages and compensation
|
60
|
51
|
||||||
Supplies and services
|
2
|
1
|
||||||
Repair and maintenance
|
––
|
––
|
||||||
Taxes, insurance, rent and utilities
|
23
|
16
|
||||||
Professional services
|
14
|
31
|
||||||
Depreciation and amortization
|
––
|
––
|
||||||
Travel and entertainment
|
1
|
1
|
||||||
Miscellaneous expense
|
––
|
––
|
||||||
Total
|
100
|
100
|
|
For the Three Months Ended
September 30,
|
|||||||
2010
|
2009
|
|||||||
%
|
%
|
|||||||
Salaries, wages and compensation
|
5
|
2
|
||||||
Supplies and services
|
5
|
72
|
||||||
Repair and maintenance
|
––
|
2
|
||||||
Taxes, insurance, rent and utilities
|
19
|
5
|
||||||
Professional services
|
20
|
5
|
||||||
Depreciation and amortization
|
11
|
6
|
||||||
Travel and entertainment
|
16
|
5
|
||||||
Miscellaneous expense
|
24
|
3
|
||||||
Total
|
100
|
100
|
|
●
|
Interest expense attributable to debt facilities acquired by our parent company, our subsidiaries Universal Biofuels Pvt. Ltd., International Biofuels, Inc., AE Advanced Fuels Keyes, Inc. and interest accrued on the complaint filed by Cordillera Fund, L.P. These debt facilities included warrant coverage and discount fees which are amortized as part of interest expense. Currently, the debt facility for Universal Biofuels Pvt. Ltd. and our Senior Secured Note with Third Eye Capital accrue interest at the default rate of interest. We incurred interest expense of $726,564 for the three months ended September 30, 2010 compared to $692,714 for the three months ended September 30, 2009. We did not capitalize any interest during the three months ended September 30, 2010 and 2009.
|
|
●
|
Interest income is earned on excess cash. Due to low levels of cash during the three months ended September 30, 2010, and 2009, our interest income remained at low levels of $147 and $6,565, respectively.
|
|
●
|
Other income, for both years, is attributable to renting portions our land holdings in Sutton and Danville to local farmers and renting portions of our tank storage at our plant in India.
|
|
For the Nine Months Ended
September 30,
|
|||||||
2010
|
2009
|
|||||||
%
|
%
|
|||||||
Salaries, wages and compensation
|
49
|
50
|
||||||
Supplies and services
|
14
|
4
|
||||||
Repair and maintenance
|
––
|
––
|
||||||
Taxes, insurance, rent and utilities
|
17
|
12
|
||||||
Professional services
|
19
|
30
|
||||||
Depreciation and amortization
|
––
|
2
|
||||||
Travel and entertainment
|
1
|
2
|
||||||
Miscellaneous expense
|
––
|
––
|
||||||
Total
|
100
|
100
|
|
For the Nine Months Ended
September 30,
|
|||||||
2010
|
2009
|
|||||||
%
|
%
|
|||||||
Salaries, wages and compensation
|
9
|
3
|
||||||
Supplies and services
|
4
|
31
|
||||||
Repair and maintenance
|
2
|
3
|
||||||
Taxes, insurance, rent and utilities
|
16
|
9
|
||||||
Professional services
|
32
|
45
|
||||||
Depreciation and amortization
|
11
|
3
|
||||||
Travel and entertainment
|
14
|
5
|
||||||
Miscellaneous expense
|
12
|
1
|
||||||
Total
|
100
|
100
|
|
●
|
Interest expense attributable to debt facilities acquired by our parent company, our subsidiaries Universal Biofuels Pvt. Ltd., International Biofuels, Inc., AE Advanced Fuels Keyes, Inc. and interest accrued on the complaint filed by Cordillera Fund, L.P. These debt facilities included warrant coverage and discount fees which are amortized as part of interest expense. Currently, the debt facility for Universal Biofuels Pvt. Ltd. and our Senior Secured Note with Third Eye Capital accrue interest at the default rate of interest. We incurred interest expense of $2,552,619 for the nine months ended September 30, 2010 compared to $2,137,212 for the nine months ended September 30, 2009. We did not capitalize any interest during the nine months ended September 30, 2010 and 2009.
|
|
●
|
Interest income is earned on excess cash. Due to low levels of cash during the three months ended September 30, 2010, and 2009, our interest income remained at low levels of $2,241 and $19,526, respectively.
|
|
●
|
Other income, for both years, is attributable to renting portions our land holdings in Sutton and Danville to local farmers and renting portions of our tank storage at our plant in India.
|
|
September 30,
2010
|
September 30,
2009
|
||||||
Cash and cash equivalents
|
$
|
41,952
|
$
|
107,631
|
||||
Current assets (including cash and cash equivalents)
|
1,810,670
|
1,482,626
|
||||||
Current liabilities (including short term debt)
|
29,032,904
|
21,410,903
|
||||||
Short and long term debt
|
$
|
18,816,000
|
$
|
13,977,097
|
|
●
|
Valuation and Amortization Method
— We estimate the fair value of stock options granted using the Black-Scholes-Merton option-pricing formula and a single option award approach. This fair value is then amortized on a straight-line basis over the requisite service periods of the awards, which is generally the vesting period.
|
|
●
|
Expected Term
— Our expected term represents the weighted-average period that our stock-based awards are expected to be outstanding. We applied the “Simplified Method” as defined in the SEC’s Staff Accounting Bulletin No. 107 and 110.
|
|
●
|
Expected Volatility
— Our expected volatility is based on the historical volatility of comparable public companies’ stock for a period consistent with our expected term.
|
|
●
|
Expected Dividend
— The Black-Scholes-Merton valuation model calls for a single expected dividend yield as an input. We currently pay no dividends and does not expect to pay dividends in the foreseeable future.
|
|
●
|
Risk-Free Interest Rate
— We base the risk-free interest rate on the implied yield currently available on United States Treasury zero-coupon issues with an equivalent remaining term.
|
ITEM 1.
|
LEGAL PROCEEDINGS
|
ITEM 1A.
|
RISK FACTORS.
|
ITEM 3.
|
DEFAULTS ON SENIOR SECURITIES.
|
ITEM 4.
|
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
|
ITEM 5.
|
OTHER INFORMATION.
|
INDEX TO EXHIBITS
|
||||||||||||
Incorporated by Reference
|
||||||||||||
Exhibit No.
|
Description
|
Form
|
File No.
|
Exhibit
|
Filing Date
|
Filed Herewith
|
||||||
10.1
|
Amendment No. 5 and Limited Waiver to Note and Warrant Purchase Agreement dated October 29, 2010, between AE Biofuels, Inc. and Third Eye Capital Corporation.
|
8-K
|
000-51354
|
10.2
|
Nov. 3, 2011
|
|||||||
10.2
|
Note Purchase Agreement dated October 18, 2010 among AE Advanced Fuels Keyes, Inc., a Delaware corporation, Third Eye Capital Corporation, an Ontario Corporation, as Agent and the Purchasers from time to time parties hereto.
|
8-K
|
000-51354
|
10.1
|
Nov. 3, 2011
|
|||||||
10.3 |
Amendment #1 to Project Agreement entered into 29th day of October, 2010, by and among Cilion, Inc., a Delaware corporation, AE Biofuels, Inc., a Nevada corporation, AE Advanced Fuels, Inc., a Delaware corporation and AE Advanced Fuels Keyes, Inc., a Delaware corporation.
|
000-51354
|
X
|
|||||||||
10.4 |
Amendment #1 to Lease Agreement for Keyes, California Ethanol Production Facility entered into 29th day of October, 2010, by and between Cilion, Inc., a Delaware corporation, AE Advanced Fuels Keyes, Inc., a Delaware corporation and AE Advanced Fuels, Inc., a Delaware corporation, each of which are wholly-owned subsidiaries of AE Biofuels, Inc., a Nevada corporation.
|
000-51354
|
X
|
|||||||||
10.5 |
Subordination Agreement, dated October 29, 2010 among Laird Q. Cagan, an individual with an address of 200 Alamos Road, Portola Valley, California 94028, AE Biofuels, Inc., a Nevada corporation, AE Advanced Fuels Keyes, Inc., a Delaware corporation and Third Eye Capital corporation, as agent.
|
000-51354
|
X
|
|||||||||
10.6 |
Ethanol Marketing Agreement, dated October 29, 2010 by and between AE Advanced Fuels Keyes, Inc and Kinergy Marketing, LLC, an Oregon limited liability company.
|
000-51354
|
X
|
|||||||||
31.1 |
Rule 13a-14(a)/15d-14(a) Certification by the Chief Executive Officer.
|
000-51354
|
X
|
|||||||||
31.2 |
Rule 13a-14(a)/15d-14(a) Certification by the Chief Financial Officer Certification by the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
000-51354
|
X
|
|||||||||
32.1 |
Certification by the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
000-51354
|
X
|
|||||||||
32.2 |
Rule 13a-14(a)/15d-14(a) Certification by the Chief Financial Officer Certification by the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
000-51354
|
X
|
SIGNATURES
|
AE BIOFUELS, INC.
|
|||
Date: November 30, 2010
|
By:
|
/s/ E
ric
A. M
c
A
fee
|
|
Eric A. McAfee
Chief Executive Officer
(Principal Executive Officer)
|
|||
LANDLORD : | ||
Cilion, Inc.,
a Delaware corporation
|
||
By:
|
/s/ Kevin H. Kruse | |
Name: Kevin H. Kruse | ||
Title: Chairman and Chief Executive Officer |
TENANT : | ||
AE Advanced Fuels Keyes, Inc.,
a Delaware corporation
|
||
By:
|
/s/ Eric A. McAfee | |
Name: Eric A. McAfee | ||
Title: Chairman and Chief Executive Officer |
PARENT : | ||
AE Biofuels, Inc.,
a Nevada corporation
|
||
By:
|
/s/ Eric A. McAfee | |
Name: Eric A. McAfee | ||
Title: Chairman and Chief Executive Officer |
PARENT SUB : | ||
AE Advanced Fuels Keyes, Inc.,
a Delaware corporation
|
||
By:
|
/s/ Eric A. McAfee | |
Name: Eric A. McAfee | ||
Title: Chairman and Chief Executive Officer |
LANDLORD : | ||
Cilion, Inc.,
|
||
a Delaware corporation | ||
By:
|
/s/ Kevin H. Kruse | |
Kevin H. Kruse | ||
Chairman and Chief Executive Officer | ||
TENANT:
|
||
AE Advanced Fuels Keyes, Inc., | ||
a Delaware corporation | ||
By: | /s/ Eric A. McAfee | |
Eric A. McAfee | ||
Chairman and Chief Executive Officer | ||
PARENT:
|
||
AE Biofuels, Inc.,
|
||
a Nevada corporation
|
||
By: | /s/ Eric A. McAfee | |
Eric A. McAfee | ||
Chairman and Chief Executive Officer | ||
PARENT SUB:
|
||
AE Advanced Fuels, Inc.,
|
||
a Delaware corporation
|
||
By: | /s/ Eric A. McAfee | |
Eric A. McAfee | ||
Chairman and Chief Executive Officer | ||
JUNIOR CREDITOR: | |||
|
By:
|
/s/ Laird Q Cagan | |
LAIRD Q. CAGAN | |||
COMPANY: | |||
AE BIOFUELS, INC. | |||
By: | /s/Eric A. McAfee | ||
CEO | |||
AE ADVANCED FUELS KEYES, INC. | |||
By: | /s/ Eric A. McAfee | ||
CEO | |||
AGENT: | |||
THIRD EYE CAPITAL CORPORATION | |||
By: | /s/ Arif N. Bhalwani | ||
Arif N,. Bhalwani | |||
Managing Director |
|
Kinergy Marketing, LLC
|
|
Pacific Ethanol, Inc.
|
|
AE Advanced Fuels Keyes, Inc.
|
AE ADVANCED FUELS KEYES, INC.
|
|||
|
By:
|
/s/ Eric A. McAfee | |
Name: Eric A. McAfee | |||
Title: CEO | |||
KINERGY MARKETING, LLC | |||
By: | /s/ Byron T. McGregor | ||
Name: Byron T. Mc McGregor | |||
Title: Chief Financial Officer | |||
Ethanol, volume %, min | 92.1 | ASTM D5501 |
Methanol, volume %, max | 0.5 | |
Existent Gum, (solvent washed) mg/100ml., max | 5.0 | ASTM D381 |
Water Content, volume %, max | 1.0 | ASTM D203 |
Denaturant content, volume %, min | 1.96 | |
max | 4.96 | |
Chloride Ion Content, mass ppm, max | 40 | ASTM D512 |
Copper Content, mg/kg, max | 0.1 | ASTM D1688 |
Acidity (as acetic acid), mass %, max | 0.007 | ASTM D 6423 |
pHe | 6.5 to 9.0 | ASTM D6423 |
Appearance | Visibly free of suspended or precipitated contaminants, clear and bright |
Sulfur, ppm, max | 10 | ASTM D5453 |
Benzene, volume %, max | 0.06 | ASTM D5580 |
Aromatics, volume %, max | 1.7 | ASTM D5580 |
Olefins, volume %, max | 0.5 | ASTM D319 |
1.
|
I have reviewed this quarterly report on Form 10-Q for the quarter ended September 30, 2010 of AE Biofuels, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the registrant and have:
|
(a)
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements, for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
(a)
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date: November 30, 2010
|
By:
|
/s/ ERIC A. MCAFEE
|
|
Eric A. McAfee
|
|||
Chief Executive Officer
|
|||
1.
|
I have reviewed this quarterly report on Form 10-Q for the quarter ended September 30, 2010 of AE Biofuels, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the registrant and have:
|
(a)
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements, for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
(a)
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date: November 30, 2010
|
By:
|
/s/ TODD WALTZ
|
|
Todd Waltz
|
|||
Executive Vice President and Chief Financial Officer
|
|||
Date: November 30, 2010
|
By:
|
/s/ ERIC A. MCAFEE
|
|
Eric A. McAfee
|
|||
Chief Executive Officer
|
|||
Date: November 30, 2010
|
By:
|
/s/ TODD WALTZ
|
|
Todd Waltz
|
|||
Executive Vice President and Chief Financial Officer
|
|||