Aemetis(AMTX) - 2021 Q3 - Quarterly Report

PART I - FINANCIAL INFORMATION Item 1 - Financial Statements This section presents the company's unaudited consolidated financial statements for the period ended September 30, 2021 Consolidated Condensed Balance Sheets Total assets increased while liabilities decreased, significantly reducing the stockholders' deficit by September 30, 2021 | Metric | September 30, 2021 (in thousands) | December 31, 2020 (in thousands) | | :---------------------------------- | :-------------------------------- | :------------------------------- | | Total Assets | $146,979 | $125,139 | | Total Current Liabilities | $74,605 | $102,235 | | Total Long Term Liabilities | $204,467 | $207,648 | | Total Stockholders' Deficit | $(132,093) | $(184,744) | Consolidated Condensed Statements of Operations and Comprehensive (Loss) Revenues increased, but higher costs led to gross and net losses for the three and nine-month periods | Metric | Three Months Ended Sep 30, 2021 (in thousands) | Three Months Ended Sep 30, 2020 (in thousands) | Nine Months Ended Sep 30, 2021 (in thousands) | Nine Months Ended Sep 30, 2020 (in thousands) | | :--------------------------------- | :--------------------------------------------- | :--------------------------------------------- | :-------------------------------------------- | :-------------------------------------------- | | Revenues | $49,895 | $40,923 | $147,586 | $128,227 | | Cost of Goods Sold | $54,680 | $40,152 | $152,333 | $113,830 | | Gross Profit (Loss) | $(4,785) | $771 | $(4,747) | $14,397 | | Operating Income (Loss) | $(9,894) | $(3,829) | $(21,035) | $1,674 | | Net Loss | $(17,597) | $(12,217) | $(46,266) | $(22,077) | | Basic Net Loss per Common Share | $(0.55) | $(0.59) | $(1.55) | $(1.06) | Consolidated Condensed Statements of Cash Flows Significant cash outflows from operations and investing were offset by substantial inflows from financing activities | Cash Flow Activity | Nine Months Ended Sep 30, 2021 (in thousands) | Nine Months Ended Sep 30, 2020 (in thousands) | | :---------------------------------------- | :-------------------------------------------- | :-------------------------------------------- | | Net cash (used in) provided by operating activities | $(19,993) | $7,056 | | Net cash used in investing activities | $(17,547) | $(18,608) | | Net cash provided by financing activities | $43,348 | $10,986 | | Net change in cash and cash equivalents | $5,797 | $(577) | | Cash and cash equivalents at end of period | $6,389 | $79 | Consolidated Statements of Stockholders' Deficit The stockholders' deficit improved significantly due to common stock issuances, despite ongoing net losses | Metric | December 31, 2020 (in thousands) | September 30, 2021 (in thousands) | | :--------------------------------- | :------------------------------- | :-------------------------------- | | Total Stockholders' Deficit | $(184,744) | $(132,093) | | Issuance of common stock | - | $62,395 (March 31, 2021) + $24,774 (June 30, 2021) + $7,884 (Sep 30, 2021) | | Net Loss | $(274,080) (Accumulated Deficit) | $(320,346) (Accumulated Deficit) | 1. Nature of Activities and Summary of Significant Accounting Policies Aemetis operates as a renewable fuels company and outlines its significant accounting policies and segment sales - Aemetis is an international renewable natural gas, renewable fuels, and byproducts company, focused on negative carbon intensity products[26] - Operates a 65 million gallon/year ethanol plant in Keyes, California, producing ethanol, WDG, DCO, and CDS[27][159][160] - Owns and operates a 50 million gallon/year renewable chemical and advanced fuel production facility (Kakinada Plant) in India, producing distilled biodiesel and refined glycerin[28][33][165] - Developing 'Carbon Zero' sustainable aviation fuel (SAF) and renewable diesel fuel biorefineries in California[28][30][162] - Established Aemetis Carbon Capture, Inc in April 2021 to build carbon sequestration projects, generating LCFS and IRS 45Q credits[32][163] North America Sales by Product Category (in thousands) | Product Category | Three Months Ended Sep 30, 2021 | Three Months Ended Sep 30, 2020 | Nine Months Ended Sep 30, 2021 | Nine Months Ended Sep 30, 2020 | | :--------------------------------- | :------------------------------ | :------------------------------ | :----------------------------- | :----------------------------- | | Ethanol and high-grade alcohol sales | $39,131 | $24,825 | $111,220 | $86,387 | | Wet distiller's grains sales | $8,919 | $7,143 | $30,584 | $22,983 | | Other sales | $1,782 | $1,163 | $5,086 | $4,856 | | Total | $49,832 | $33,131 | $146,890 | $114,226 | India Sales by Product Category (in thousands) | Product Category | Three Months Ended Sep 30, 2021 | Three Months Ended Sep 30, 2020 | Nine Months Ended Sep 30, 2021 | Nine Months Ended Sep 30, 2020 | | :------------------------- | :------------------------------ | :------------------------------ | :----------------------------- | :----------------------------- | | Biodiesel sales | $- | $7,325 | $465 | $12,267 | | Refined glycerin sales | $- | $449 | $125 | $909 | | PFAD sales | $- | $- | $- | $774 | | Other sales | $63 | $18 | $106 | $51 | | Total | $63 | $7,792 | $696 | $14,001 | - Allowance for doubtful accounts was $1.4 million as of September 30, 2021, up from $1.3 million at December 31, 2020[49] - Received $877 thousand from the California Energy Commission Low-Carbon Fuel Production Program (LCFPP) as of September 30, 2021[57] - Received all $3.2 million from the California Department of Food and Agriculture (CDFA) Dairy Digester Research and Development program by Q2 2021[58] - Awarded an additional $7.8 million in CDFA grants in October 2020 for six biogas capture systems, with $33 thousand received as of September 30, 2021[59] - Received $115 thousand in Q1 2021 from the California Energy Commission Low Carbon Advanced Ethanol Grant Program[60] Potentially Dilutive Shares Excluded from EPS Calculation (in thousands) | Category | As of September 30, 2021 | As of September 30, 2020 | | :--------------------------------------------------------------------------------- | :----------------------- | :----------------------- | | Series B preferred (post split basis) | 129 | 132 | | Common stock options and warrants | 3,929 | 5,846 | | Debt with conversion feature at $30 per share of common stock | 1,280 | 1,294 | | Total potentially dilutive shares excluded | 5,338 | 7,272 | 2. Inventories Total inventories increased from year-end 2020, with no impairment recognized during the period | Inventory Category | September 30, 2021 (in thousands) | December 31, 2020 (in thousands) | | :----------------- | :-------------------------------- | :------------------------------- | | Raw materials | $1,363 | $1,382 | | Work-in-progress | $1,274 | $1,266 | | Finished goods | $2,225 | $1,321 | | Total inventories | $4,862 | $3,969 | - No inventory impairment was recognized as of September 30, 2021, compared to $0.7 million recognized at December 31, 2020[70] 3. Property, Plant and Equipment Net property, plant and equipment increased due to significant construction in progress and capitalized interest | Category | September 30, 2021 (in thousands) | December 31, 2020 (in thousands) | | :-------------------------------- | :-------------------------------- | :------------------------------- | | Total gross property, plant & equipment | $169,908 | $150,986 | | Less accumulated depreciation | $(44,993) | $(41,106) | | Total net property, plant & equipment | $124,915 | $109,880 | | Construction in progress | $44,322 | $25,397 | Interest Capitalized in Property, Plant, and Equipment (in millions) | Period | 2021 | 2020 | | :-------------------------------- | :--- | :--- | | Three months ended September 30 | $1.4 | $0.1 | | Nine months ended September 30 | $2.9 | $0.3 | - Construction in progress includes costs for the ABGL biogas project, Riverbank project, and energy efficient upgrades at the Keyes Plant[73] Depreciation Expense (in millions) | Period | 2021 | 2020 | | :-------------------------------- | :--- | :--- | | Three months ended September 30 | $1.3 | $1.3 | | Nine months ended September 30 | $4.1 | $3.5 | 4. Debt Total debt decreased significantly due to repayments and PPP loan forgiveness, with key notes extended | Debt Category | September 30, 2021 (in thousands) | December 31, 2020 (in thousands) | | :------------------------------------- | :-------------------------------- | :------------------------------- | | Third Eye Capital term notes | $7,093 | $7,066 | | Third Eye Capital revolving credit facility | $71,732 | $80,310 | | Third Eye Capital revenue participation term notes | $11,914 | $11,864 | | Third Eye Capital acquisition term notes | $26,457 | $26,384 | | Third Eye Capital promissory note | $- | $1,444 | | Cilion shareholder seller notes payable | $6,386 | $6,274 | | Subordinated notes | $13,229 | $12,745 | | EB-5 promissory notes | $42,462 | $43,120 | | GAFI Term and Revolving loans | $- | $33,626 | | Term loans on capital expenditures | $5,705 | $5,652 | | PPP loans | $- | $1,134 | | Total debt | $184,978 | $229,619 | | Less current portion of debt | $23,863 | $59,515 | | Total long term debt | $161,115 | $170,104 | - Third Eye Capital Notes maturity date can be extended by the Company to April 1, 2023, classifying them as non-current debt[91] - The February 2019 promissory note from Third Eye Capital was fully repaid in Q1 2021[82] - Subordinated Notes were amended on July 1, 2021, extending maturity to December 31, 2021[96] - EB-5 Phase I funding: $34.5 million in principal and $3.9 million in accrued interest outstanding as of September 30, 2021[99] - EB-5 Phase II funding: $4.0 million released from escrow as of September 30, 2021, with $4.1 million outstanding[102] - GAFI Term loan and Revolving loan were fully repaid in Q1 2021[106] - PPP Loans of approximately $1.1 million were forgiven in Q2 2021, resulting in a gain on debt extinguishment[107] Scheduled Debt Repayments (in thousands) | Period | Debt Repayments | | :-------------------------------- | :-------------- | | Twelve months ended September 30, 2022 | $23,863 | | 2023 | $147,749 | | 2024 | $7,445 | | 2025 | $4,581 | | 2026 | $945 | | There after | $1,253 | | Total debt | $185,836 | 5. Commitments and Contingencies The company holds lease liabilities and faces a significant property tax accrual and a legal judgment appeal Total Operating and Finance Lease Liabilities (in thousands) | Lease Type | September 30, 2021 | December 31, 2020 | | :-------------------------- | :----------------- | :---------------- | | Total operating lease liabilities | $2,667 | $2,894 | | Total finance lease liabilities | $1,381 | $1,581 | - Property tax accrual for the Keyes Plant site was $6.8 million as of September 30, 2021, with ongoing discussions for a payment plan[119] - A $6.2 million legal judgment was awarded against the company in July 2019 in a lawsuit against EdenIQ, which the company intends to appeal[120] 6. Biogas LLC – Series A Preferred Financing and Variable Interest Entity The consolidated VIE, ABGL, has Series A Preferred Units treated as liabilities and has not met cash flow covenants - ABGL is a Variable Interest Entity (VIE) consolidated by Aemetis, with Series A Preferred Units recorded as liabilities[127] - Series A Preferred Unit liabilities, net of issuance costs and inclusive of accretive preference, totaled $46.9 million ($8.7 million current, $38.3 million long-term) as of September 30, 2021[126] - ABGL has not generated minimum quarterly operating cash flows, leading to a covenant violation[123] Series A Preferred Units Accretion and Preference Payments Expense (in millions) | Period | Accretion Expense (2021) | Accretion Expense (2020) | Accrued Preference Payments Expense (2021) | Accrued Preference Payments Expense (2020) | | :-------------------------------- | :----------------------- | :----------------------- | :----------------------------------------- | :----------------------------------------- | | Three months ended September 30 | $2.3 | $1.8 | $0.8 | $- | | Nine months ended September 30 | $7.7 | $4.1 | $2.4 | $- | 7. Stock-Based Compensation Stock-based compensation expense increased year-over-year, with $2.1 million in unrecognized expense remaining - As of September 30, 2021, 3.9 million options are outstanding under the Stock Plans, with 2.4 million vested[131][133] Stock Compensation Expense (in thousands) | Period | 2021 | 2020 | | :-------------------------------- | :--- | :--- | | Three months ended September 30 | $285 | $191 | | Nine months ended September 30 | $1,400 | $826 | - Unrecognized compensation expense for employees totaled $2.1 million as of September 30, 2021, to be amortized over a weighted average remaining term of 2.1 years[139] 8. Agreements The company maintains a corn procurement agreement and executed a new ethanol marketing agreement - Corn Procurement and Working Capital Agreement with J.D. Heiskell for corn purchases and WDG/corn oil sales expires December 31, 2021[140] - Terminated Ethanol Marketing Agreement with Kinergy as of September 30, 2021 and executed a new agreement with Murex LLC effective October 1, 2021[142] J.D. Heiskell Sales and Purchases Activity (in thousands) | Activity | Three Months Ended Sep 30, 2021 | Three Months Ended Sep 30, 2020 | Nine Months Ended Sep 30, 2021 | Nine Months Ended Sep 30, 2020 | | :------------------------- | :------------------------------ | :------------------------------ | :----------------------------- | :----------------------------- | | Ethanol sales | $- | $- | $- | $26,049 | | Wet distiller's grains sales | $8,919 | $7,143 | $30,584 | $22,983 | | Corn oil sales | $1,515 | $827 | $4,252 | $2,806 | | Corn purchases | $39,058 | $25,513 | $119,217 | $77,268 | 9. Segment Information North America revenues grew while India revenues declined sharply, with both segments reporting gross losses Revenues by Segment (in thousands) | Segment | Three Months Ended Sep 30, 2021 | Three Months Ended Sep 30, 2020 | Nine Months Ended Sep 30, 2021 | Nine Months Ended Sep 30, 2020 | | :---------------- | :------------------------------ | :------------------------------ | :----------------------------- | :----------------------------- | | North America | $49,832 | $33,131 | $146,890 | $114,226 | | India | $63 | $7,792 | $696 | $14,001 | | Total Consolidated | $49,895 | $40,923 | $147,586 | $128,227 | Gross Profit (Loss) by Segment (in thousands) | Segment | Three Months Ended Sep 30, 2021 | Three Months Ended Sep 30, 2020 | Nine Months Ended Sep 30, 2021 | Nine Months Ended Sep 30, 2020 | | :---------------- | :------------------------------ | :------------------------------ | :----------------------------- | :----------------------------- | | North America | $(4,832) | $(403) | $(4,724) | $12,995 | | India | $47 | $1,174 | $(23) | $1,402 | | Total Consolidated | $(4,785) | $771 | $(4,747) | $14,397 | Total Assets by Segment (in thousands) | Segment | As of September 30, 2021 | As of December 31, 2020 | | :---------------- | :----------------------- | :---------------------- | | North America | $135,720 | $112,312 | | India | $11,259 | $12,827 | | Total Assets | $146,979 | $125,139 | 10. Related Party Transactions The company has outstanding balances with its CEO and board members for compensation and fees - Owes Eric McAfee and McAfee Capital LLC $0.5 million for employment agreements and expense reimbursements[150] - Accrued $0.2 million for guaranty fees to Eric McAfee as of September 30, 2021[150] - Owes $0.1 million to Board members for compensation fees as of September 30, 2021[151] - Issued $0.9 million of restricted stock awards to pay off outstanding accounts payable owed to Board members during the nine months ended September 30, 2021[151] 11. Subsequent Events The company received waivers for debt violations from its senior lender subsequent to the quarter end - Third Eye Capital agreed to Amendment No. 21 on November 5, 2021, waiving Blocked Account Agreement and Subordinated Debt Violations[152] - A $0.1 million amendment and waiver fee was paid to Third Eye Capital as consideration for Amendment No. 21[152] 12. Management's Plans Management outlines plans to improve performance and raise capital, acknowledging going concern uncertainty - Plans to improve Keyes Plant financial performance via energy efficiency, cost reduction, and revenue enhancements[154][207] - Aims to operate and expand the ABGL biogas project to capture and monetize biogas[155][207] - Intends to raise funds for the Riverbank 'Carbon Zero 1' plant and Cellulosic Ethanol Facility to produce ultra-low carbon fuels[155][208] - Plans to secure higher volumes of fuel shipments at the India plant by developing sales channels[156][209] - Seeks funding for existing and new business opportunities through its senior lender, loan restructuring, equity sales, or vendor financing[156][209] - Dependence on the senior lender and negative financial results raise substantial doubt about the company's ability to continue as a going concern[153][206] Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations This section provides an analysis of financial performance, liquidity, and strategic initiatives for the reporting period Overview Aemetis is an international renewable fuels company with key initiatives in biogas, ethanol, and carbon capture - Aemetis is an international renewable natural gas, renewable fuels, and byproducts company focused on negative carbon intensity products[159] - Operates a 65 million gallon/year ethanol plant in Keyes, California, and commissioned an ethanol membrane dehydration system in Q4 2021[159][160] - Expanding a California biogas digester network and pipeline system to convert dairy waste gas into Renewable Natural Gas (RNG)[159][161] - Developing 'Carbon Zero' biofuels production plants to produce renewable jet and diesel fuel[162] - Established Aemetis Carbon Capture, Inc in April 2021 to build carbon sequestration projects[163] - Operates a 50 million gallon/year Kakinada Plant in India, producing distilled biodiesel and refined glycerin[165] Results of Operations Revenues increased, but higher feedstock costs led to significant gross and net losses for the reported periods Three Months Ended September 30, 2021, Compared to Three Months Ended September 30, 2020 Revenues grew 22% driven by North America, but a 99% drop in India sales led to a significant gross loss Revenues (in thousands) | Segment | 2021 | 2020 | Inc/(dec) | % change | | :---------------- | :----- | :----- | :-------- | :--------- | | North America | $49,832 | $33,131 | $16,701 | 50% | | India | $63 | $7,792 | $(7,729) | -99% | | Total | $49,895 | $40,923 | $8,972 | 22% | - North America ethanol average price increased 79% to $2.84/gallon, while sales volume decreased to 13.8 million gallons[172] - North America WDG average price increased 26% to $96/ton[172] - India biodiesel and refined glycerin sales volumes decreased to zero due to COVID-19 and high feedstock costs[173] Cost of Goods Sold (in thousands) | Segment | 2021 | 2020 | Inc/(dec) | % change | | :---------------- | :----- | :----- | :-------- | :--------- | | North America | $54,664 | $33,534 | $21,130 | 63% | | India | $16 | $6,618 | $(6,602) | -100% | | Total | $54,680 | $40,152 | $14,528 | 36% | - North America average cost of feedstock per bushel increased to $7.99 from $4.92[175] Gross Profit (Loss) (in thousands) | Segment | 2021 | 2020 | Inc/(dec) | % change | | :---------------- | :------- | :---- | :-------- | :--------- | | North America | $(4,832) | $(403) | $(4,429) | -1099% | | India | $47 | $1,174 | $(1,127) | -96% | | Total | $(4,785) | $771 | $(5,556) | -721% | Selling, General and Administrative Expenses (SG&A) (in thousands) | Segment | 2021 | 2020 | Inc/(dec) | % change | | :---------------- | :----- | :----- | :-------- | :--------- | | North America | $4,637 | $4,340 | $297 | 7% | | India | $450 | $223 | $227 | 102% | | Total | $5,087 | $4,563 | $524 | 11% | Other Income and Expense (in thousands) | Category | 2021 | 2020 | Inc/dec | % change | | :----------------------------------------- | :----- | :----- | :------ | :--------- | | Interest rate expense (North America) | $4,408 | $5,787 | $(1,379) | -24% | | Debt related fees and amortization expense | $1,140 | $674 | $466 | 69% | | Accretion and other expenses of Series A preferred units | $2,185 | $1,765 | $420 | 24% | Nine Months Ended September 30, 2021 Compared to Nine Months Ended September 30, 2020 Revenues grew 15% from North America, but a 95% drop in India sales resulted in a significant gross loss Revenues (in thousands) | Segment | 2021 | 2020 | Inc/(dec) | % change | | :---------------- | :------- | :------- | :-------- | :--------- | | North America | $146,890 | $114,226 | $32,664 | 29% | | India | $696 | $14,001 | $(13,305) | -95% | | Total | $147,586 | $128,227 | $19,359 | 15% | - North America ethanol sales volume increased to 44.6 million gallons from 40.5 million gallons, and average price increased to $2.49/gallon[188] - India biodiesel sales volume decreased 97% to 455 metric tons due to COVID-19 and unfavorable feedstock pricing[189] Cost of Goods Sold (in thousands) | Segment | 2021 | 2020 | Inc/(dec) | % change | | :---------------- | :------- | :------- | :-------- | :--------- | | North America | $151,614 | $101,231 | $50,383 | 50% | | India | $719 | $12,599 | $(11,880) | -94% | | Total | $152,333 | $113,830 | $38,503 | 34% | - North America average corn cost per bushel increased 56% to $7.62[190] Gross Profit (Loss) (in thousands) | Segment | 2021 | 2020 | Inc/(dec) | % change | | :---------------- | :------- | :------- | :-------- | :--------- | | North America | $(4,724) | $12,995 | $(17,719) | -136% | | India | $(23) | $1,402 | $(1,425) | -102% | | Total | $(4,747) | $14,397 | $(19,144) | -133% | Selling, General and Administrative Expenses (SG&A) (in thousands) | Segment | 2021 | 2020 | Inc/(dec) | % change | | :---------------- | :------- | :------- | :-------- | :--------- | | North America | $15,016 | $11,206 | $3,810 | 34% | | India | $1,206 | $1,342 | $(136) | -10% | | Total | $16,222 | $12,548 | $3,674 | 29% | Other Income and Expense (in thousands) | Category | 2021 | 2020 | Inc/dec | % change | | :----------------------------------------- | :------- | :------- | :-------- | :--------- | | Interest rate expense (North America) | $14,902 | $16,912 | $(2,010) | -12% | | Debt related fees and amortization expense | $3,045 | $2,578 | $467 | 18% | | Accretion and other expenses of Series A preferred units | $7,928 | $4,087 | $3,841 | 94% | | Gain on debt extinguishment | $(1,134) | $- | $(1,134) | -100% | | Total | $25,224 | $24,014 | $1,210 | 5% | Liquidity and Capital Resources Cash increased due to financing activities, but substantial doubt remains about the company's going concern status Cash and Cash Equivalents (in thousands) | Metric | As of September 30, 2021 | As of December 31, 2020 | | :-------------------------- | :----------------------- | :---------------------- | | Cash and cash equivalents | $6,389 | $592 | | Current assets | $17,013 | $8,683 | | Current and long term liabilities (excluding all debt) | $94,094 | $80,264 | | Total debt | $184,978 | $229,619 | - Current ratio at September 30, 2021, was 0.23, up from 0.08 at December 31, 2020[202] - Principal sources of liquidity include cash from equity sales, operations, and borrowings under debt facilities[203] - Substantial doubt about the company's ability to continue as a going concern due to negative capital, negative operating results, and reliance on its senior secured lender[206] - Third Eye Capital Notes have an outstanding balance of $117 million, with a maturity date extendable to April 1, 2023[210] - As of the report date, the company has $40.0 million additional borrowing capacity under the Reserve Liquidity Notes[210] Net Cash Flows (in thousands) | Cash Flow Activity | Nine Months Ended Sep 30, 2021 | | :---------------------------------------- | :----------------------------- | | Net cash used in operating activities | $(20,000) | | Net cash used in investing activities | $(17,500) | | Net cash provided by financing activities | $43,300 | | Proceeds from issuance of common stock in equity offering | $94,200 | | Repayments of borrowings | $(53,500) | Critical Accounting Policies Key accounting policies involving significant estimates include revenue recognition and asset recoverability - Critical accounting policies include revenue recognition, recoverability of long-lived assets, and debt modification and extinguishment accounting[217] Recently Issued Accounting Pronouncements No new accounting pronouncements were reported beyond those disclosed in the 2020 Annual Report - No new accounting pronouncements reported beyond those in the 2020 Annual Report on Form 10-K[218] Off Balance Sheet Arrangements The company had no off-balance sheet arrangements during the three months ended September 30, 2021 - No off-balance sheet arrangements during the three months ended September 30, 2021[218] Item 3. Quantitative and Qualitative Disclosures about Market Risk This section is not applicable for the current report - Not Applicable[218] Item 4. Controls and Procedures Disclosure controls and procedures were deemed not effective due to an identified material weakness - Disclosure controls and procedures, and related internal controls over financial reporting, were not effective as of September 30, 2021[219] - A material weakness over financial reporting was identified, and remediation plans are ongoing[219][221] PART II - OTHER INFORMATION Item 1. Legal Proceedings The company is appealing a $6.2 million legal judgment related to a terminated merger agreement - A $6.2 million legal judgment was awarded against the company in a lawsuit with EdenIQ, Inc, which the company plans to appeal[222] - The lawsuit stems from EdenIQ's wrongful termination of a merger agreement and alleged fraudulent inducement[222] Item 1A. Risk Factors No changes in risk factors were reported since the company's 2020 Annual Report on Form 10-K - No change in risk factors since the Annual Report on Form 10-K for the year ended December 31, 2020[223] Item 2. Unregistered Sales of Equity Securities and Use of Proceeds No unregistered sales of equity securities or use of proceeds were reported during the period - None[223] Item 3. Defaults Upon Senior Securities No unresolved defaults on senior securities occurred during the third quarter of 2021 - No unresolved defaults on senior securities occurred during the three months ended September 30, 2021[223] Item 4. Mine Safety Disclosures There were no mine safety disclosures to report for the period - None[223] Item 5. Other Information No other information was reported in this section - None[224] Item 6. Exhibits This section lists the exhibits filed with the Form 10-Q, including required certifications - Includes Certifications pursuant to Rule 13a-14(a) or 15d-14(a) and 18 U.S.C Section 1350[224] Signatures The report was duly signed by the company's Chief Executive Officer and Chief Financial Officer - Signed by Eric A McAfee (CEO) and Todd Waltz (EVP & CFO) on November 12, 2021[224]