SEC Comment Letter 0000000000-23-000039 to AEMETIS, INC (AMTX) (CIK 0000738214) (AMTX)
AEMETIS, INC (AMTX) (CIK 0000738214)
Date: Jan. 3, 2023 · CIK: 0000738214 · Accession: 0000000000-23-000039
AI Filing Summary & Sentiment
File numbers found in text: 001-36475
Letter
United States securities and exchange commission logo January 3, 2023 Todd Waltz Chief Financial Officer AEMETIS, INC 20400 Stevens Creek Blvd., Suite 700 Cupertino, CA 95014 Re:AEMETIS, INC Form 10-K filed March 10, 2022 Form 8-K filed November 3, 2022 File No. 001-36475 Dear Todd Waltz: We have reviewed your December 27, 2022 response to our comment letter and have the following comment. In our comment, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this comment within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comment applies to your facts and circumstances, please tell us why in your response. After reviewing your response to this comment, we may have additional comments. Unless we note otherwise, our references to prior comments are to comments in our November 28, 2022 letter. Item 2.02 Form 8-K dated November 3, 2022 Exhibit 99.1, page 1 1.You indicate in your response to prior comment 2 that the cash receipt of a $14.2 million grant from the United States Department of Agriculture Biofuel Produce Program was not an adjustment in your reconciliation of net loss to Adjusted EBITDA because you use and communicate Adjusted EBITDA to investors as a proxy for the Company’s source or use of cash during the period. We have the following additional comments: •Your disclosures indicate that you provide non-GAAP measures as a supplement to financial results based on GAAP. We also note that you reconcile Adjusted EBITDA to net income (loss). Please confirm that you will revise your disclosures to clarify why you present Adjusted EBITDA and reconcile this non-GAAP liquidity measure to the most comparable GAAP liquidity measure (e.g., cash flows from operating
FirstName LastNameTodd Waltz Comapany NameAEMETIS, INC January 3, 2023 Page 2 FirstName LastName Todd Waltz AEMETIS, INC January 3, 2023 Page 2 activities). Refer to Rule 10(e)(1)(i)(b) of Regulation S-K; and •Please note that any non-GAAP performance measure that excludes the $14.2 million grant may not be in compliance with Question 100.03 of the non-GAAP C&DIs. In this regard, the fact that the grant was paid in cash does not sufficiently explain why it is not an appropriate adjustment to arrive at Adjusted EBITDA, as currently presented as a performance measure. You may contact Jeanne Baker at 202-551-3691or Terence O'Brien at 202-551-3355 if you have questions regarding comments on the financial statements and related matters. Sincerely, Division of Corporation Finance Office of Industrial Applications and Services
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United States securities and exchange commission logo
January 3, 2023
Todd Waltz
Chief Financial Officer
AEMETIS, INC
20400 Stevens Creek Blvd., Suite 700
Cupertino, CA 95014
Re:AEMETIS, INC
Form 10-K filed March 10, 2022
Form 8-K filed November 3, 2022
File No. 001-36475
Dear Todd Waltz:
We have reviewed your December 27, 2022 response to our comment letter and have the
following comment. In our comment, we may ask you to provide us with information so we may
better understand your disclosure.
Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
After reviewing your response to this comment, we may have additional
comments. Unless we note otherwise, our references to prior comments are to comments in our
November 28, 2022 letter.
Item 2.02 Form 8-K dated November 3, 2022
Exhibit 99.1, page 1
1.You indicate in your response to prior comment 2 that the cash receipt of a $14.2 million
grant from the United States Department of Agriculture Biofuel Produce Program was
not an adjustment in your reconciliation of net loss to Adjusted EBITDA because
you use and communicate Adjusted EBITDA to investors as a proxy for the Company’s
source or use of cash during the period. We have the following additional comments:
•Your disclosures indicate that you provide non-GAAP measures as a supplement to
financial results based on GAAP. We also note that you reconcile Adjusted EBITDA
to net income (loss). Please confirm that you will revise your disclosures to clarify
why you present Adjusted EBITDA and reconcile this non-GAAP liquidity measure
to the most comparable GAAP liquidity measure (e.g., cash flows from operating
FirstName LastNameTodd Waltz
Comapany NameAEMETIS, INC
January 3, 2023 Page 2
FirstName LastName
Todd Waltz
AEMETIS, INC
January 3, 2023
Page 2
activities). Refer to Rule 10(e)(1)(i)(b) of Regulation S-K; and
•Please note that any non-GAAP performance measure that excludes the $14.2 million
grant may not be in compliance with Question 100.03 of the non-GAAP C&DIs. In
this regard, the fact that the grant was paid in cash does not sufficiently explain why
it is not an appropriate adjustment to arrive at Adjusted EBITDA, as currently
presented as a performance measure.
You may contact Jeanne Baker at 202-551-3691or Terence O'Brien at 202-551-3355 if
you have questions regarding comments on the financial statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services