Welcome to the Aemetis Third Quarter 2025 Earnings Review Conference Call. [Operator Instructions] As a reminder, this conference is being recorded. Joining us on today's call are Eric McAfee, the Chairman and CEO of Aemetis; Andy Foster, the President of Aemetis Advanced Fuels; and Todd Waltz, the Chief Financial Officer of Aemetis. It is now my pleasure to introduce your host, Mr. Todd Waltz, the Executive Vice President and Chief Financial Officer of Aemetis, Inc. Mr. Waltz, you may begin.

Thank you, Matthew and welcome, everyone. Before we begin, I'd like to remind everyone that during this call, we'll be making forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on our current expectations and beliefs and involve risk and uncertainty that could cause actual results to differ materially from those expressed or implied by such statements. These risks and uncertainties include but are not limited to, those factors discussed in our earnings release issued today and in our most recent Form 10-K and 10-Q filings with the Securities and Exchange Commission under the caption Risk Factors and Management Discussion and Analysis of Financial Condition and Results of Operation as well as in our other filings with the SEC. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future developments or otherwise, except as required by law. Please refer to our earnings release and our SEC filings for a more detailed discussion of the risks and uncertainties. Full financial details can be found in our third quarter 2025 earnings release and the Form 10-Q available on the Aemetis website and EDGAR. I'll briefly highlight the key items. Revenues were $59.2 million, up by approximately $7 million from the second quarter of 2025, primarily due to the fulfillment of biodiesel orders with oil marketing companies in India and stronger performance from ethanol production and sales pricing. In California, we saw production rate of 14.7 million gallons as margins allowed for higher grind rates. California Dairy Natural Gas recognized $4 million of revenue from 12 operating digesters during Q3 using the CARB approved LCFS pathway for 7 of the digesters. As we'll discuss later, Section 45Z tax credits from the production of dairy renewable natural gas were not included in the third quarter since our recognition is based upon when credits are sold. India biofuels posted $14.5 million of revenues. A new India CFO with IPO experience joined the company during the third quarter, continuing to build out the management team to target a public listing in 2026. Operating loss improved sequentially on higher volumes and lower SG&A. Interest expense remained steady at around $13 million during the quarter. Cash at quarter end was $5.6 million after making $4.1 million of investments into carbon intensity reduction and dairy renewable natural gas production expansion during the quarter. We expect multiple income streams from India, LCFS credits and federal tax incentives to ramp up during the fourth quarter, positioning us for a strong exit to the year 2025 and increasing 45Z income streams during 2026 as new projects are completed. With that, I'll turn the call over to Eric McAfee, Chairman and CEO of Aemetis. Eric?

Thank you, Todd. I'll start with the business segment update, followed by updates on future projects and a regulatory update. In our dairy RNG business, we significantly increased biogas production capacity at the end of the third quarter with a new multi-dairy digester coming online in September that increased RNG production capacity by more than 30%. As planned, we expect to reach more than 500,000 MMBtus of renewable natural gas production capacity by the end of this year and grow to a 1 million MMBtu annual run rate by the end of 2026. We are now operating or building digesters to process waste from 18 dairies funded by $50 million of USDA guaranteed financing with 20-year repayment terms and attractive interest rates as well as equity and revenues from operations. Seven of our dairy digester low carbon fuel standard pathways were approved by the California Air Resources Board during the second quarter of this year at an average negative 384 carbon intensity score. These pathway approvals increased our LCFS credit revenue by 160% for these dairies starting in the third quarter of this year compared to dairy digesters with the negative 150 default pathway score while pathways are pending approval. Four more LCFS pathways are currently under review at CARB and are expected to be approved under the faster Tier 1 pathway process that was adopted by CARB in the July 2025 extension of the LCFS program. Additionally, these dairy RNG facilities qualify for federal Section 48 investment tax credits. To date, we have sold $83 million in investment tax credits related to our RNG facilities and received more than $70 million in cash. Since January 1, 2025, we've been generating transferable Section 45Z production tax credits. But we do not show the cash received from these credits in our…

[Operator Instructions] Your first question is coming from Matthew Blair from TPH.

Great. I had 2 questions on the ethanol segment in the quarter. The first, is it does look like your corn costs came down quarter-over-quarter but they're a little bit higher than our modeling. So could you talk about any sort of issues with basis? Like were there any challenges there? And overall, what kind of ethanol EBITDA did you generate in the third quarter? And then second, regarding the opportunities around California E15. It sounds like there's a lot of upside. I think you mentioned 600 million gallons a year of incremental ethanol demand in the state. But this depends on retailers offering E15 instead of E10. So maybe can you talk about whether that will actually happen, whether retailers will indeed switch over to E15 and what are the mechanics there?

Certainly. Thanks, Matt. We appreciate all your work. Ethanol corn -- ethanol industry in general benefited from lower corn costs as corn volumes this year were substantial. And because of sort of global supply-demand balance, we have excess corn here in the United States. We do have transportation that delivers it to California. Transportation actually gave us a slight benefit during the quarter as well. So lower corn costs and attractive -- relatively attractive, I should say, rail were benefits. Corn basis did have an effect of offsetting it a bit as corn farmers were reacting to low corn prices and they held the corn in their bin rather than releasing in the market. So although the spot prices on NYMEX appeared to give you one number, the actual physicals of prompt delivery had a added benefit to farmers as they held back. And that's probably where your model was slightly different than the market was the corn basis moved around quite a bit during the third quarter. We don't have a business that's designed to be the low-cost corn feedstock plant because of the demand for ethanol in California, actually, it's cheaper to move ethanol in California than it is to move corn. So we actually see it as a disadvantage of our model is that we have higher corn costs and we have higher power costs in California. But we also have a decarbonized grid in California. California has a commitment to a 0 carbon intensity grid driven by solar and wind and hydroelectric and nuclear. And we have that as a sustainable benefit. So we have changed our operational strategy at the ethanol plant to change from petroleum natural gas feedstock and convert as we know with mechanical vapor compression to almost completely removing using any petroleum…

Your next question is coming from Derrick Whitfield from Texas Capital.

For my first question, I wanted to start with a top-down look at your business. As you think about the impact the inflection in the credit markets will have on your U.S. RNG and ethanol business and the IPO of your India biofuels business, could you paint a picture for your EBITDA profile net to Aemetis in 2026 and how this could lead to improved access to lower cost capital and allow you to pay off some of your Third Eye credit facilities and notes?

Yes. That's a very good top-down because you actually hit what I believe will be the biggest business opportunity that we're pursuing right now. We are in the middle of a refinance of our most expensive debt. Third Eye Capital has some very inexpensive debt, about $118 million at an effective interest rate of about 5.1%. But we also have a chunk of debt with them that is pretty expensive. And so we are in the process of negotiating the refinance of that expensive debt, supported by the 45Z production tax credit revenue, which we've been generating since January. It hasn't shown up on our financial projections yet. But as we monetize this into cash, the favorable impact of that over the next 4 years is resulting in our ability to refinance our most expensive debt. I do not anticipate that's going to close this quarter. I think it's a first half 2026 event as lenders get comfortable with the ongoing nature of our 45Z sales. But we do anticipate we'll be doing 45Z sales on a quarterly basis. We have multiple buyers that want to sign up with multiyear offtakes for our 45Z production tax credits. And we have existing buyers of our investment tax credits that have already told us they want to buy all of our 2026 ITCs and -- for the foreseeable future. And that particular buyer has capacity that could take whatever we need to offtake to them. So I think the investment committee -- community as well as the lender community will see this ongoing quarterly flow of 45Z production tax credits for both biogas as well as ethanol and a steady drumbeat of ITC sales that are in federal law now and can continue on for the next 4 years at least. And personally, having been in Washington, D.C. a lot, I think we've got 2031 to 2035. So we have up to a 9-year span of this 45Z activity continuing on. So I'm anticipating to see a refinance of that expensive debt as the fundamental quarterly profitability of the company becomes much more clear.

Terrific. And as my follow-up, Eric, I just wanted to touch on the government shutdown and get your thoughts on expectations just around when we'll get the final RVO and 45Z policy. And also ask if you think the administration is receptive to increasing the D3/D7 RVO given the strength of recent RIN generation reports?

Let's talk RVO for a second. RVO is a fight between the oil industry and the ethanol industry with independent oil refiners being very successful in their strategies of walking away from RVO obligations. Just last week, CVR run by Carl Icahn was able to benefit to the tune of $488 million of avoidance of buying the obligated party RINs that they were obligated to buy. And their strategy historically has been just don't buy them, then complain to the government or declare bankruptcy or do whatever you're going to do to avoid them and they've been very successful with that strategy. And Carl Icahn just received another $0.5 billion from the biofuels industry from that kind of behavior. Now in my view, the large integrated oil refiners, certainly, Valero is at the top of that list are on both sides of the equation. They're suffering when the D4 or D5 doesn't reflect the actual market value because they operate the largest renewable diesel assets in the U.S., P66, Marathon, Valero, I'd even put Montana Refining on that list, are traditional refiners that have migrated into renewable diesel and have interests that are very substantial in the success of the renewable diesel business. And so I think the Trump administration has a problem. And that problem is that the political cost of ignoring farmers hits about 28 states where the U.S. Senators and Congressman literally have to have the corn and soybean vote. And you don't get the corn and soybean vote when you are supporting oil refiners and trashing the renewable volume obligation with waivers. So I hate to tell you, but I cannot really handicap this one well. I've spent over a dozen trips to Washington, D.C. There's a very strong support for the RVO among the 28…

And Eric, just maybe to follow up on one point of the question. Just on the D3/D7 RVO, do you think there's an appetite to increase that just given the strength of recent RIN generation reports, which would suggest the market is slightly oversupplied?

The market is clearly oversupplied. There is a broad need to answer -- the soybean farmers need to sell soybean oil and the corn farmers need to sell corn oil. And right now, I think that's -- the only real solution to that is to increase biofuels markets, both ethanol, which takes corn starch as well as renewable diesel and even potentially SAF as a movement afoot to go back to the $1.75 under a new tax bill, first for SAF. So I think the pendulum swung against the corn farmer and soybean farmer during the middle of 2025 and there has not been enough of a reaction by the federal government. And direct subsidies are one reaction. Another reaction is simply create new markets. And so a domestic market of biofuels for D4s and D5s, which are largely -- are renewable diesel and SAF, as well as D6s, which is ethanol, are clear needs. What I personally am focusing on is a D3. The D3 cannot be replaced by any one of the other molecules. And so you end up with a Cellulosic Waiver Credit. It's really the only solution to overmandating D3s. And the message I would like the industry to communicate is that the RVO should start with a very strong D3. So you don't have an overflow of D3s into D4s and then D4s into D5s and D5 into D6 because that's the weakness of the RVO. If you don't start with a strong D3, essentially overshooting what dairy RNG producers are going to achieve, then whatever you mandate for D4 and D5 are going to get reduced and that's going to be upsetting to a lot of soybean farmers and then D6 is upsetting to a lot of corn farmers. So it's a very simple solution to a very large problem, which is, how do you take care of 160 million acres of U.S. farmland that produces only 2 crops, corn and soybean and that is, increase the biofuels market demand by having a stronger RVO starting with the D3 RIN. So this is a message we've been taking as an industry. I serve on the Board of the Renewable Fuels Association, representing the corn ethanol industry but also the RNG coalition representing the dairy RNG and other RNG producers. And I think the biofuels industry has done an excellent job of making the case. But the administration's attention has been elsewhere and they've solved some very big issues in the Middle East and elsewhere. And now I think they're going to have to snap their head back to paying attention to domestic industry and this is a big one. The RVO strengthening is a really big opportunity they have to help 160 million acres in 28 states.

Your next question is coming from Amit Dayal from H.C. Wainwright.

So Eric, I think there were expectations that some of these 45Z, 48 tax credits would be monetized in third quarter. Was there any pushout? And then going forward, I know you are trying to make this a bit more consistent in the future but what are the sort of steps that are being taken to make that come to fruition?

There are the actual physical things that happened in the third quarter that caused this delay in the fourth quarter, specifically the expansion of production capacity by about 30% happened in the middle of September. So we literally had 11 days to sell ITCs, if we were going to do it in the second quarter and because you have to do a cost aggregation and insurance policy and other things, that's just really not possible. So it was the completion of the project and the in-service date that drove the ITCs to the fourth quarter. On 45Zs, it's much easier for us to sell larger volumes. And if the DOE calculation would come out and it was the right number, we'd have almost $40 million of 45Z to sell for 2025. And selling a part and then later selling more has some technical complications to it. It's not impossible but it's just -- it's difficult and it's a pain in the rear. So we've been trying to sell the correct number the first time rather than go back and doing it twice. And that has caused us to be reluctant to sell the smaller numbers. I mentioned $10 million of 45Z with a sale in the fourth quarter. It should be $40 million for the year. So it's unfortunate but that's where we are. And the government shutdown, I think, was the final nail in the coffin that caused us to conclude that we should just go forward and when we get more tax credits later for 2025, we'll just sell them later. It's disappointing but that's what's happening in the world and that's what we're going to do.

Understood. With respect to the India IPO, I mean, it looks like you are close enough now, first quarter, '26 is not too far. Any high-level sort of indications for maybe investors in terms of what you think the valuation range could be for that business? And how much you're looking to sort of retain and how much you might offload?

I'll answer the second question first. We're looking to sell between 20% and 25% of the subsidiary. So we retain ownership of more than 75%. We'd still be consolidated revenues and cost of goods sold and everything else into our financial statements. And this show a minority interest in other income as we declare what our earnings are. The valuation, which will drive how much capital we can raise is, it's a wide gap because we're expanding our footprint in India pretty significantly. So over the course of the next quarter, we expect to be finalizing what the valuation looks like. And certainly, by the end of the first quarter, we're looking to have a number that we can report that we're pretty settled in on. But as of right now, it's a fairly wide band. anywhere from $100 million to $200 million would be the range we're looking for. If I can expand it to $300 million, I can assure you that we have a business opportunity that would justify that kind of a support for the company and we're going to push for that as much as possible. So if we can sell 20% to 25% of the company for $300 million, we absolutely will. And the business expansion we have in India, I think, supports that kind of valuation. We're just looking to see whether the market is in agreement with us about the exciting growth opportunities we have in India.

Understood. Just last one, this $266 million in debt issuing is current, a little bit of an overhang on the stock, it feels like. I know you are working on it but is there maybe an update on the time line by when you think this could get negotiated and done?

The refinancing is in process. The 45Z revenues is what's really delayed that process. We're looking for 45Z to be a quarterly predictable drumbeat of after-tax cash and income to the company that will go on for the next 4 years and probably for the next 7 or 8 years because of the way these things get extended. And so that was supposed to start -- supposed to have started January of 2025. But as we all have learned, the treasury, upon the parting with the prior administration threw out an artificial number of negative 51 carbon intensity. Our California carbon intensity is negative 384. So the current calculation does not allow us to generate about 90% of the revenue from 45Z. And that has delayed our refinancing, let's call it, completion as we've had to say to the lenders, okay, guys, it's in process, this is what the law says but we don't have the calculation yet. We have legislation, we have regulation. We don't have the DOE calculation. And so when we drop in the DOE calculation, I think since we have good solid offtakes for 45Z as well as ITCs, I think our business becomes much more understandable and predictable as we start showing those revenues on a quarterly basis and that drives the refinancing.

Your next question is coming from Dan Storms (sic) [ Dave Storms ] from Stonegate.

Just wanted to start -- wanted to start with the dairy digesters. Right now, it looks like you sold about 114,000 MMBtus in the quarter. On an annualized run rate basis, that's a little shy of the 550,000 MMBtu goal you have set for the end of the year. I guess my question is, what will it take to get the run rate up to that number? I know there's a typical seasonality as the winter slows that down. Is there anything else we should be keeping in mind here?

The 30% production capacity increase that I discussed happened 11 days from the end of the first -- of the third quarter. So it did not have a significant impact in the 90 days of the third quarter. And so that's a primary driver of what we're doing here in the fourth quarter to exit with a higher capacity. We also have multiple digesters under construction right now. And so it's an overlapping process where we're building additional digesters at the same time as we're completing the in-service dates for existing digesters.

Understood. That's very helpful. And then turning to the India plant. You mentioned now that you're hoping to bring online biogas and ethanol production there. I guess what are the logistics to getting that up and running? And any time lines we should have in our mind?

Yes, there's 2 things in India. #1 is, we have an 80 million gallon plant that's fully operational and fully maintained, ready to do 80 million gallons a year and the oil marketing company tender process continues along. We have a tender in process right now that's publicly available to everybody. We should be able to announce our allocation from that as quickly as in the next week. And that would be for the next 4 months. We expect, however, that there are some policy enforcement by the India government that is being brought to fruition. There's a, just a piece of litigation at the Supreme Court that this month, the government is having to justify why they haven't adopted a penalty for diesel gallons that do not have biodiesel. And this was a penalty that was passed in legislation a couple of years ago but they've been postponing it several times and have not quite adopted it yet. So that litigation is for the enforcement of that penalty. Virtually every gallon of diesel in the country will have biodiesel in it if the Supreme Court determines that the enforcement of that legislation is going to have to start. So there's also some contracts that were issued to us, $58 million, had about $18 million profit in it that the oil marketing companies because the tariff was changed by the government determined that they would not perform under those contracts. It's a contract breach by the oil marketing companies. That is a part of that legislation. So we are targeting a resolution of the government's position and maybe some strengthening in the tenders, as well as perhaps a resolution in this contract allocation that we received. And if we can get one or both of those, that's going to be very strongly positive for our biodiesel business and really timed well for the IPO. Our diversification into the other businesses will include at least one acquisition of an operating facility. And for a variety of reasons, we're extremely well positioned there. So we'll see some transactions happening either prior to or at the time of the IPO, driving us into these new lines of business. We have a very talented management team and a extremely talented CEO and extremely talented CFO and looking forward to that team continue to build an exciting business in India that, by the way, is diversified. It's going to have lines of business that might be differentiated from the parent company because they're responding to the needs in the Indian market, which is a expanding market all by itself.

Your next question is coming from Ed Woo from Ascendiant Capital.

Congratulations on all the progress. And also on the India IPO as it's progressing for a possible IPO in next year, have you given further thought of what you're going to do with the proceeds, either take it back to the U.S. and use it as part of your refinancing plan? Or will it be stayed in India to develop these new business lines that you are talking about?

A portion of the IPO proceeds are definitely planned to be utilized in the U.S. And if we have not completed the U.S. refinancing, I can assure you, will be a part of that. But the process we have currently is a refinancing without India IPO funds included. It just makes it easier, of course, if the amount we're refinancing is smaller. We are anticipating that the India IPO would also provide substantial growth funding in India, essentially fully funding a very strong revenue increase. And because of our intention of having 75% or more ownership by the parent company, all those revenues would drive top level growth in the United States. So we expect the refinancing as well as top level and bottom line growth to come from the India IPO.

That sounds good. And just a clarification again. India doesn't have any debt right now, right?

That is correct, yes. Other than when it buys the inventory, of course, we have to pay for the inventory.

We have reached the end of the question-and-answer session. I will now turn the call over to management for closing remarks.

Thank you to Aemetis stockholders, stock analysts and others for joining us today. We look forward to talking with you about participating in the growth opportunities at Aemetis. Todd?

Thank you for attending today's Aemetis earnings conference call. Please visit the Investors section of the Aemetis website where we'll post a written version and an audio version of this Aemetis earnings review and business update. Matthew?

This concludes today's teleconference. You may disconnect your lines at this time. Thank you for your participation.