UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~June 30, 2023~~March 31, 2024

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number 001-35073

GEVO, INC.

(Exact name of registrant as specified in its charter)


Delaware		87-0747704
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)


345 Inverness Drive South, Building C, Suite 310 Englewood, CO		80112
(Address of principal executive offices)		(Zip Code)

(303) 858-8358

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:


Title of Each Class	Trading Symbol	Name of Each Exchange on Which Registered
Common Stock, par value $0.01 per share	GEVO	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of ~~August 9, 2023, 237,403,124~~May 1, 2024, 236,232,717 shares of the registrant’s common stock were outstanding.

Table of Contents

GEVO, INC.

FORM 10-Q

FOR THE QUARTERLY PERIOD ENDED ~~JUNE 30, 2023~~MARCH 31, 2024

TABLE OF CONTENTS

		Page
PART I. FINANCIAL INFORMATION

Item 1.	Financial Statements	3
	Consolidated Balance Sheets as of ~~June 30, 2023~~March 31, 2024 (unaudited) and December 31, ~~2022~~2023	3
	Consolidated Statements of Operations for the three ~~and six~~ months ended ~~June 30,~~March 31, 2024 and 2023 ~~and 2022~~ (unaudited)	4
	Consolidated Statements of Comprehensive Loss for the three ~~and six~~ months ended ~~June 30,~~March 31, 2024 and 2023 ~~and 2022~~ (unaudited)	5
	Consolidated Statements of Stockholders’ Equity for the three ~~and six~~ months ended ~~June 30,~~March 31, 2024 and 2023 ~~and 2022~~ (unaudited)	6
	Consolidated Statements of Cash Flows for the three ~~and six~~ months ended ~~June 30,~~March 31, 2024 and 2023 ~~and 2022~~ (unaudited)	7
	Notes to Consolidated Financial Statements (unaudited)	8

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2426
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	3735
Item 4.	Controls and Procedures	3835

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	3936
Item 1A.	Risk Factors	3936
Item 2.	Unregistered Sales of Equity Securities, ~~and~~ Use of Proceeds, and Issuer Purchases of Equity Securities	3936
Item 3.	Defaults Upon Senior Securities	3936
Item 4.	Mine Safety Disclosures	3936
Item 5.	Other Information	3937
Item 6.	Exhibits	4038

	Signatures	4239

Table of Contents

PART I: FINANCIAL INFORMATION

Item 1. Financial Statements.

GEVO, INC.

CONSOLIDATED BALANCE SHEETS

(Unaudited, in thousands, except share and per share amounts)


	Note	June 30, 2023		December 31, 2022		Note	March 31, 2024		December 31, 2023
Assets
Current assets
Cash and cash equivalents		$	347,650	$	237,125		$	270,642	$	298,349
Marketable securities	4		—		167,408
Restricted cash	5		71,201		1,032	5		—		77,248
Trade accounts receivable, net			1,011		476			2,488		2,623
Inventories	8		4,387		6,347	8		3,762		3,809
Prepaid expenses and other current assets	6		4,439		3,034	6		5,408		4,353
Total current assets			428,688		415,422			282,300		386,382
Property, plant and equipment, net	9		198,759		176,872	9, 20		227,674		211,563
Restricted cash	5		6,568		77,219	5		69,913		—
Operating right-of-use assets	7		1,239		1,331	7		1,295		1,324
Finance right-of-use assets	7		215		219	7		208		210
Intangible assets, net	10		7,108		7,691	10		6,232		6,524
Deposits and other assets	11		31,980		21,994	11		45,949		44,319
Total assets		$	674,557	$	700,748		$	633,571	$	650,322
Liabilities
Current liabilities
Accounts payable and accrued liabilities	12	$	21,365	$	24,760	12, 20	$	21,556	$	22,752
Operating lease liabilities	7		454		438	7		364		532
Finance lease liabilities	7		27		79	7		25		45
Loans payable	13		144		159	13		118		130
2021 Bonds payable, net	13		67,594		—	13		—		67,967
Total current liabilities			89,584		25,436			22,063		91,426
2021 Bonds payable, net	13		—		67,223	13		68,155		—
Loans payable	13		94		159	13		—		21
Operating lease liabilities	7		1,307		1,450	7		1,222		1,299
Finance lease liabilities	7		193		183	7		186		187
Other liabilities			280		820
Total liabilities			91,458		95,271			91,626		92,933
Stockholders' Equity
Common stock, $0.01 par value per share; 500,000,000 shares authorized; 237,647,431 and 237,166,625 shares issued and outstanding at June 30, 2023, and December 31, 2022, respectively.			2,377		2,372
Common stock, $0.01 par value per share; 500,000,000 shares authorized; 239,576,404 and 240,499,833 shares issued and outstanding at March 31, 2024, and December 31, 2023, respectively.								2,396		2,405
Additional paid-in capital			1,268,142		1,259,527			1,280,021		1,276,581
Accumulated other comprehensive loss			—		(1,040)
Accumulated deficit			(687,420)		(655,382)			(740,472)		(721,597)
Total stockholders' equity			583,099		605,477			541,945		557,389
Total liabilities and stockholders' equity		$	674,557	$	700,748		$	633,571	$	650,322

See the accompanying Notes to the Consolidated Financial Statements.

Table of Contents

GEVO, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited, in thousands, except share and per share amounts)


		Three Months Ended June 30,				Six Months Ended June 30,					Three Months Ended March 31,
	Note	2023		2022		2023		2022		Note	2024		2023
Total operating revenues	2, 19	$	4,238	$	89	$	8,298	$	321	2, 20	$	3,990	$	4,060
Operating expenses:
Cost of production	14		1,931		1,834		6,356		4,924	14		2,587		4,425
Depreciation and amortization	9, 10		4,754		1,474		9,329		2,916	9, 10		4,451		4,575
Research and development expense	14		1,960		1,966		3,158		3,158	14		1,548		1,198
General and administrative expense			10,608		8,694		21,369		18,061			12,150		10,761
Project development costs	14		2,887		2,236		5,846		3,332	14		5,319		2,959
Facility idling costs			1,013		—		2,012		—			1,076		999
Total operating expenses	14		23,153		16,204		48,070		32,391	14		27,131		24,917
Loss from operations			(18,915)		(16,115)		(39,772)		(32,070)			(23,141)		(20,857)
Other income (expense)
Interest expense			(536)		(2)		(1,075)		(4)			(542)		(539)
Interest and investment income			5,038		78		8,822		330	4, 5, 17		4,593		3,784
Other income (expense), net			(7)		2,878		(13)		2,910			215		(6)
Total other income, net			4,495		2,954		7,734		3,236			4,266		3,239
Net loss		$	(14,420)	$	(13,161)	$	(32,038)	$	(28,834)		$	(18,875)	$	(17,618)
Net loss per share - basic and diluted		$	(0.06)	$	(0.06)	$	(0.13)	$	(0.14)	3	$	(0.08)	$	(0.07)
Weighted-average number of common shares outstanding - basic and diluted	3		237,417,618		209,809,994		237,339,583		205,889,651	3		240,844,334		237,260,681

See the accompanying Notes to the Consolidated Financial Statements.

Table of Contents

GEVO, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(Unaudited, in thousands)


		Three Months Ended June 30,				Six Months Ended June 30,					Three Months Ended March 31,
	Note	2023		2022		2023		2022		Note	2024		2023
Net loss		$	(14,420)	$	(13,161)	$	(32,038)	$	(28,834)		$	(18,875)	$	(17,618)
Other comprehensive income (loss):
Unrealized gain (loss) on available-for-sale securities	4		115		(669)		1,040		(1,642)
Other comprehensive income:
Unrealized gain on available-for-sale securities										4		—		925
Comprehensive loss		$	(14,305)	$	(13,830)	$	(30,998)	$	(30,476)		$	(18,875)	$	(16,693)

See the accompanying Notes to the Consolidated Financial Statements.

Table of Contents

GEVO, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(Unaudited, in thousands, except share amounts)

For the Three Months Ended June 30, 2023 and 2022

Common Stock

Accumulated Other

Accumulated

Stockholders’


Note

Shares

Amount

Paid-In Capital

Comprehensive Loss

Deficit

Equity
Balance, March 31, 2023



237,261,164

$
2,373

$
1,264,203

$
(115)

$
(673,000)

$
593,461
Non-cash stock-based compensation

14

—

—

3,943

—

—

3,943
Stock-based awards and related share issuances, net

18

386,267

4

(4)

—

—

—
Other comprehensive income



—

—

—

115

—

115
Net loss



—

—

—

—

(14,420)

(14,420)
Balance, June 30, 2023



237,647,431

$
2,377

$
1,268,142

$
—

$
(687,420)

$
583,099

Balance, March 31, 2022



201,752,722

$
2,019

$
1,107,051

$
(1,587)

$
(573,048)

$
534,435
Issuance of common stock and common stock warrants, net of issuance costs

18

33,333,336

333

138,675

—

—

139,008
Non-cash stock-based compensation

14

—

—

4,220

—

—

4,220
Stock-based awards and related share issuances, net

79,893

1

(66)

—

—

(65)
Other comprehensive loss



—

—

—

(669)

—

(669)
Net loss



—

—

—

—

(13,161)

(13,161)
Balance, June 30, 2022



235,165,951

$
2,353

$
1,249,880

$
(2,256)

$
(586,209)

$
663,768


		For the Six Months Ended June 30, 2023 and 2022												For the Three Months Ended March 31, 2024 and 2023
		Common Stock					Accumulated Other		Accumulated		Stockholders’			Common Stock					Accumulated Other		Accumulated		Stockholders’
													Note	Shares	Amount		Paid-In Capital		Comprehensive Loss		Deficit		Equity
Balance, December 31, 2023														240,499,833	$	2,405	$	1,276,581	$	—	$	(721,597)	$	557,389
Non-cash stock-based compensation													14	—		—		4,233		—		—		4,233
Stock-based awards and related share issuances, net													18	1,204,232		12		583		—		—		595
Repurchase of common stock													18	(2,127,661)		(21)		(1,376)		—		—		(1,397)
Net loss														—		—		—		—		(18,875)		(18,875)
Balance, March 31, 2024														239,576,404	$	2,396	$	1,280,021	$	—	$	(740,472)	$	541,945
	Note	Shares	Amount		Paid-In Capital		Comprehensive Loss		Deficit		Equity
Balance, December 31, 2022		237,166,625	$	2,372	$	1,259,527	$	(1,040)	$	(655,382)	$	605,477		237,166,625	$	2,372	$	1,259,527	$	(1,040)	$	(655,382)	$	605,477
Non-cash stock-based compensation	14	—		—		8,620		—		—		8,620	14	—		—		4,677		—		—		4,677
Stock-based awards and related share issuances, net	18	480,806		5		(5)		—		—		—	18	94,539		1		(1)		—		—		—
Other comprehensive income		—		—		—		1,040		—		1,040		—		—		—		925		—		925
Net loss		—		—		—		—		(32,038)		(32,038)		—		—		—		—		(17,618)		(17,618)
Balance, June 30, 2023		237,647,431	$	2,377	$	1,268,142	$	—	$	(687,420)	$	583,099

Balance, December 31, 2021		201,988,662	$	2,020	$	1,103,224	$	(614)	$	(557,375)	$	547,255
Issuance of common stock and common stock warrants, net of issuance costs	18	33,333,336		333		138,675		—		—		139,008
Issuance of common stock upon exercise of warrants	18	4,677		—		3		—		—		3
Non-cash stock-based compensation	14	—		—		8,264		—		—		8,264
Stock-based awards and related share issuances, net	18	(160,724)		—		(286)		—		—		(286)
Other comprehensive loss		—		—		—		(1,642)		—		(1,642)
Net loss		—		—		—		—		(28,834)		(28,834)
Balance, June 30, 2022		235,165,951	$	2,353	$	1,249,880	$	(2,256)	$	(586,209)	$	663,768
Balance, March 31, 2023														237,261,164	$	2,373	$	1,264,203	$	(115)	$	(673,000)	$	593,461

See the accompanying Notes to the Consolidated Financial Statements.

Table of Contents

GEVO, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited, in thousands)


		Six Months Ended June 30,					Three Months Ended March 31,
	Note	2023		2022		Note	2024		2023
Operating Activities
Net loss		$	(32,038)	$	(28,834)		$	(18,875)	$	(17,618)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation	14		8,620		7,945	14		4,233		4,677
Depreciation and amortization	9, 10		9,329		2,916	9, 10		4,451		4,575
Amortization of marketable securities (discount) premium			(102)		2,637
Amortization of marketable securities discount						4		—		(114)
Other noncash expense			351		352			656		234
Changes in operating assets and liabilities:
Accounts receivable			(535)		790			135		(429)
Inventories	8		1,136		102	8		(55)		1,650
Prepaid expenses and other current assets, deposits and other assets	6, 11		(13,035)		(2,156)	6, 11		(3,297)		(2,193)
Accounts payable, accrued expenses and non-current liabilities	12		(3,105)		(953)	12		(3,326)		446
Net cash used in operating activities			(29,379)		(17,201)			(16,078)		(8,772)
Investing Activities
Acquisitions of property, plant and equipment	9		(29,138)		(46,165)	9, 20		(17,512)		(22,093)
Acquisition of patent portfolio	10		—		(10)
Proceeds from maturity of marketable securities	4		168,550		169,082	4		—		135,550
Purchase of marketable securities	4		—		(131,257)
Proceeds from property, plant and equipment	9		112		—
Net cash provided by (used in) investing activities			139,524		(8,350)
Proceeds from sale of property, plant and equipment						9		—		67
Net cash (used in) provided by investing activities								(17,512)		113,524
Financing Activities
Debt and equity offering costs	21		—		(10,993)
Proceeds from issuance of common stock and common stock warrants	21		—		150,000
Proceeds from exercise of warrants	18		—		3
Net settlement of common stock under stock plans	14		—		(286)
Payment of loans payable	15		(80)		(72)	13		(32)		(39)
Payment of finance lease liabilities	7		(22)		—	7		(23)		(23)
Net cash (used in) provided by financing activities			(102)		138,652
Net increase in cash and cash equivalents			110,043		113,101
Repurchases of common stock						18		(1,397)		-
Net cash used in by financing activities								(1,452)		(62)
Net (decrease) increase in cash and cash equivalents								(35,042)		104,690
Cash, cash equivalents and restricted cash at beginning of period			315,376		136,033			375,597		315,376
Cash, cash equivalents and restricted cash at end of period		$	425,419	$	249,134		$	340,555	$	420,066

Six Months Ended June 30,
Schedule of cash, cash equivalents and restricted cash

2023

2022
Cash and cash equivalents

$
347,650

$
172,984
Restricted cash (current)

71,201

5,894
Restricted cash (non-current)

6,568

70,256
Total cash, cash equivalents and restricted cash

$
425,419

$
249,134


	Three Months Ended March 31,
Schedule of cash, cash equivalents and restricted cash	2024		2023
Cash and cash equivalents	$	270,642	$	342,298
Restricted cash (current)		—		1,032
Restricted cash (non-current)		69,913		76,736
Total cash, cash equivalents and restricted cash	$	340,555	$	420,066

Six Months Ended June 30,
Supplemental disclosures of cash and non-cash investing and financing transactions

2023

2022
Cash paid for interest, net of amounts capitalized

$
1,027

$
5
Non-cash interest capitalized to construction in progress

—

511
Non-cash purchase of property, plant and equipment

$
12,929

$
11,643


	Three Months Ended March 31,
Supplemental disclosures of cash and non-cash investing and financing transactions	2024		2023
Cash paid for interest	$	770	$	515
Non-cash purchase of property, plant and equipment	$	9,554	$	13,277
Right-of-use asset purchased with operating lease	$	35	$	—

See the accompanying Notes to the Consolidated Financial Statements.

Table of Contents

GEVO, INC.

Notes to Consolidated Financial Statements

(unaudited)

1.	Nature of Business, Financial Condition and Basis of Presentation

Nature of business.

Gevo, Inc. (Nasdaq: GEVO) (“Gevo”, “we”, “us”, “our”, or the “Company,” which, unless otherwise indicated, refers to Gevo, Inc. and its subsidiaries), a Delaware corporation founded in 2005, is a growth-oriented, carbon abatement company with the mission of solving greenhouse gas (“GHG”) emissions for those sectors of the transportation industry that are not amenable to electrification or hydrogen.

The Company is focused on transforming renewable energy into energy-dense liquid drop-in hydrocarbons that can be used as renewable fuels, such as sustainable aviation fuel (“SAF”) and other fuels and chemicals, with the potential to achieve a “net-zero” GHG, or even carbon negative footprint measured by the Argonne National Laboratory’s GREET (Greenhouse gases, Regulated Emissions, and Energy use in Transportation) model (the “GREET Model”) to measure, predict and verify GHG emissions across the life-cycle. Our “net-zero” concept means production of drop-in hydrocarbon fuels by using sustainably grown feedstocks (e.g., low till, no-till and dry corn cultivation), renewable and substantially decarbonized energy sources, resulting in a net-zero carbon footprint from the full life cycle of the fuel measured from the capture of renewable carbon through the burning of the fuel.

Gevo’s primary market focus, given current demand and growing customer interest, is SAF. The Company believes itthat SAF from carbohydrates to alcohol is the most economically viable approach for carbon abatement. The Company also has commercial opportunities for other renewable hydrocarbon products, such as (i) renewable natural gas, also known as biogas (“RNG”), (ii) hydrocarbons for gasoline blendstocks and diesel fuel, and (iii) plastics, materials and other chemicals. We are engaged in technology, process and intellectual property development targeted to large scale deployment of net-zero hydrocarbon fuels and chemicals. We are developing the marketplace and customers for SAF and other related products. We also are engaged as a developer and enabler/licensor for large scale commercial production, and we expect to be a co-investor on certain projects. Gevo’s business model is that of a developer of projects, a licensor, process technology developer, and operator of certain assets in the future.

Net-Zero Projects

In early 2021, we announced our proprietary “Net-Zero Projects” that we ~~developed~~are developing and ~~engineered~~engineering as a series of planned facilities to produce energy dense liquid hydrocarbons using renewable energy and our proprietary technology. Our Net-Zero Projects will convert renewable energy (e.g., photosynthetic, wind, RNG) from a variety of sources into energy dense liquid hydrocarbons that, when burned in traditional engines, has the potential to achieve net-zero GHG emissions across the whole lifecycle of the liquid fuel: from the way carbon is captured from the atmosphere, processed to make liquid fuel products, and burned as a fuel for planes, cars, trucks, and ships. Gevo ~~has engineered, developed, and~~ owns our Net-Zero plant designs and the overall Gevo Net-Zero process (i.e., the process to enable carbon-negative olefins, and hydrocarbon fuels with an anticipated net-zero or better carbon footprint measured across the lifecycle of the whole processes). The proprietary Gevo Net-Zero processes and plant designs are based upon the conversion of carbohydrates to alcohols, then the conversion of the alcohols to olefins (i.e., building blocks for chemicals, plastics, and fuels), and then the conversion of the olefins into fuels, all optimized and integrated to achieve a net-zero carbon footprint. ~~We’ve taken what we believe are the best of proven unit operations from the fermentation and petrochemical industry.~~ In the fermentation section of our plant design, we work with Fluid Quip Technologies, LLC and PRAJ Industries Limited (“PRAJ”), as well as other suppliers of unit operations, and using Axens North America, Inc. (“Axens”) as the unit operation technology supplier for producing olefins and fuels. Gevo ~~has developed and~~ owns the overall proprietary plant designs, engineering details, integration technologies, and has filed patents on several process improvements.

In November 2021, Gevo entered into an agreement to exclusively utilize Axens’ technology for isobutanol conversion into hydrocarbons. In February of 2022, Gevo and Axens entered into a second exclusive agreement to specifically cover the process steps for ethanol to finished jet fuel.

Table of Contents

GEVO, INC.

Notes to Consolidated Financial Statements

(unaudited)

Our initial Net-Zero Project, Net-Zero 1 (“NZ1”), is expected to be located in Lake Preston, South Dakota, and is being currently designed to produce approximately 65 million gallons per year (“MGPY”) of total hydrocarbon volumes, including 60 MGPY of SAF. Along with the hydrocarbons, NZ1 is being currently designed to produce approximately 1,390 million pounds per year of high-value protein products for use in the food chain and more than 34 million pounds per year of corn oil. Our products will be produced in three steps; the first step is milling the corn and the production of protein, oil, and carbohydrates, the second step produces alcohols using fermentation and the third step is the conversion of the alcohols into hydrocarbons.

We are also ~~are~~ developing other commercial production projects for SAF at other locations in the United States where we expect to use our Net-Zero plant designs based on work done for NZ1 at Lake Preston. Gevo expects to play the role of project developer, plant design and technology licensor, and investor, based on traditional developer business models where the developer gets a partial ownership stake for developing the project. We may also co-invest in projects to increase our equity ownership in those projects.

Renewable Natural Gas Facilities

Gevo’s RNG facilities in Northwest Iowa (“NW Iowa RNG”) ~~are owned by Gevo NW Iowa RNG, LLC, and~~, recorded in the Renewable Natural Gas segment, produce RNG captured from dairy cow ~~manure. The~~ manure is supplied by three local ~~dairies that have over 24,000 milking cows in total.~~dairies. Animal manure can be digested anaerobically to produce biogas, which is then upgraded to pipeline quality gas referred to as RNG. The original design capacity for this project was 355,000 MMBtu. ~~Gevo NW Iowa RNG, LLC sells~~We sell the produced RNG to the California market through an agreement with BP Canada Energy Marketing Corp. and BP Products North America Inc. (collectively, “BP”). In addition, ~~NW Iowa RNG generates~~we generate and ~~sells~~sell Low Carbon Fuel Standard (“LCFS”) credits as well as D3 Renewable Identification Numbers (“RINs”) through the production of RNG (collectively, “environmental attributes”).

Luverne Facility

Gevo’s development plant in Luverne, Minnesota (the “Luverne Facility”), recorded in the Agri-Energy segment, was originally constructed in 1998 and is located on approximately 55 acres of land, which contains approximately 50,000 square feet of building space. Gevo may use the Luverne Facility in the future to prove our processes, process concepts, unit operations and for other purposes in order to optimize feedstocks and the processes used for producing hydrocarbons from alcohols. Currently, the activities at the Luverne Facility are minimized to care and maintenance, market development, and customer education.

Basis of presentation.

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) along with the instructions to Form 10-Q and Article 10 of Regulation S-X assuming the Company will continue as a going concern. Accordingly, they do not include the information and footnotes required by GAAP for complete financial statements. These statements reflect all normal and recurring adjustments which, in the opinion of management, are necessary to present fairly the financial position, results of operations and cash flows of the Company as of, and for the ~~six~~three months ended, ~~June 30, 2023,~~March 31, 2024, and are not necessarily indicative of the results to be expected for the full year. These statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto included under the heading “Financial Statements and Supplementary Data” in Part II, Item 8 of the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2022~~2023. The financial statements at December 31, ~~2022,~~2023, have been derived from the audited financial statements as of that date. For further information, refer to our audited financial statements and notes thereto included for the year ended December 31, ~~2022~~2023 (the ~~“2022~~“2023 Annual Report”).

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GEVO, INC.

Notes to Consolidated Financial Statements

(unaudited)

Significant Accounting Policies

Governmental Grants

~~Reclassifications.~~There is no U.S. GAAP that explicitly covers accounting for government "grants" to for-profit entities, with the exception of certain agricultural subsidies. In the absence of authoritative U.S. GAAP guidance, the Company considered the application of other authoritative accounting guidance by analogy and concluded that the guidance outlined in International Accounting Standard 20 – Accounting for Government Grants and Disclosures of Government Assistance (“IAS 20”) was the most appropriate analogy for the purpose of recording and classifying the federal funds received by the Company. Under IAS 20, once it is reasonably assured that the entity will comply with the conditions of the grant, the grant money should be recognized on a systematic basis over the periods in which the entity recognizes the related expenses or losses for which the grant money is intended to compensate.

The Company ~~reclassified certain~~recognizes grants once both of the following conditions are met: (1) the Company is able to comply with the relevant conditions of the grant and (2) the grant is received. Further, IAS 20 permits for the recognition in earnings either (1) separately under a general heading such as other income, or (2) as a reduction of the related expenses. The Company records such grants either as a reduction of the related expense, a reduction of the cost of the related asset, or as other income depending upon the nature of the grant.

In September 2023, the Company executed a Notice of Grant and Agreement Award with the U.S. Department of Agriculture (“USDA”) for a Partnerships for Climate-Smart Commodities grant of up to $30.0 million for Gevo’s Climate-Smart Farm-to-Flight Program (the “USDA Grant”), with project activity beginning in 2023 and continuing through 2027. The project expects to create critical structural climate-smart market incentives for corn with a low carbon intensity (“CI”) score as well as to accelerate the production of SAF to reduce the sector’s dependency on fossil-based fuels. In addition, this program will help provide support and incentive payments for farmers to produce, measure, report and verify low CI corn using climate smart agricultural practices, as well as accelerate development of the low-CI corn supply chain for low-carbon ethanol and SAF.

During the three months ended March 31, 2024, the Company incurred $0.7 million of costs under the USDA Grant, which are included in Project development costs in the Consolidated Statement of Operations. During the three months ended March 31, 2024, the Company recognized $0.8 million of grant reimbursements, included in Project development costs in the Consolidated Statement of Operations, which represent reimbursements for prior period costs. The Company expects to be reimbursed for all remaining costs not yet reimbursed by the USDA under the grant in future periods.

Recently Issued, Not Yet Adopted Accounting Pronouncements

Segment Reporting. In November 2023, the FASB issued ASU 2023-07, Segment Reporting (ASC 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”). ASU 2023-07 would enhance disclosures for significant segment expenses for all public entities required to report segment information in accordance with ASC 280. ASC 280 requires a public entity to report for each reportable segment a measure of segment profit or loss that its chief operating decision maker (“CODM”) uses to assess segment performance and to make decisions about resource allocations. The amendments in ASU 2023-07 improve financial reporting by requiring disclosure of incremental segment information on an annual and interim basis for all public entities to enable investors to develop more useful financial analyses. Currently, ASC 280 requires that a public entity disclose certain information about its reportable segments. For example, a public entity is required to report a measure of segment profit or loss that the CODM uses to assess segment performance and make decisions about allocating resources. ASC 280 also requires other specified segment items and amounts such as depreciation, amortization and depletion expense to ~~conform~~be disclosed under certain circumstances. The amendments in ASU 2023-07 do not change or remove those disclosure requirements. The amendments in ASU 2023-07 also do not change how a public entity identifies its operating segments, aggregates those operating segments, or applies the quantitative thresholds to determine its reportable segments. The amendments in ASU 2023-07 are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. A public entity should apply the ~~current period presentation.~~amendments in ASU 2023-07 retrospectively to all prior periods presented in the financial statements. The ~~reclassifications included~~Company is currently evaluating the ~~categorization of depreciation~~impact that ASU 2023-07 may have on its financial statements and ~~amortization on the Consolidated Statements of Operations and had no impact on total revenues, total operating expenses, net loss or stockholders’ equity for any period.~~

related disclosures when adopted.

910

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GEVO, INC.

Notes to Consolidated Financial Statements

(unaudited)

2.	Revenues from Contracts with Customers and Other ~~Revenues~~Revenue

RNG Revenue

The Company’s revenues are primarily comprised of the sale of RNG and related environmental attributes produced at the NW Iowa RNG facility under long-term contracts with customers. Revenue is recognized at a point in time when the Company transfers the product to its customer. The customer obtains control of the product upon RNG delivery into gas pipeline system, whereas the title and control for the environmental attributes are transferred to the customer subsequent to the issuance of such attributes by the relevant regulatory agency. The Company generally has a single performance obligation in our arrangements with customers. The Company’s performance obligation related to the sales of RNG and related environmental attributes are satisfied at a point in time upon delivery to the customer. Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring its products. There is no variable consideration present in the Company’s performance obligations. Consideration for each transaction is based upon quoted market prices at the time of delivery.All material contracts have payment terms of between one to three months and there are no return or refund rights.

Licensing and Development Revenue

The Company’s licensing and development revenue is related to a joint development agreement with LG Chem, Ltd. ("LG Chem") to develop bio-propylene for renewable chemicals using Gevo’s Ethanol-to-Olefins ("ETO") technology. As the contractually promised intellectual properties (“IP”) are not individually distinct, the Company combined each individual IP noted in the contract into a bundle of IP (“IP Rights”) that is distinct and accounted for all of the IP Rights promised in the contract as a single performance obligation. The IP Rights granted were “functional IP rights” that have significant standalone functionality. The Company’s subsequent activities do not substantively change that functionality and do not significantly affect the utility of the IP to which the licensee has rights. The Company has no further obligation with respect to the grant of IP Rights, including no expressed or implied obligation to maintain or upgrade the technology, or provide future support or services. Licensees legally obtain control of the IP Rights upon execution of the contract. As such, the earnings process is complete and revenue is recognized upon the execution of the contract, when collectability is probable and all other revenue recognition criteria have been met.

The Company realized $1.3 million in Q2 2023 when the first milestone was met under the joint development agreement, and expects to receive another $0.8 million in Q2 2024 due to the achievement of the second milestone in April 2024.

Other Hydrocarbon Revenue

The Company recorded limited revenues from its development-scale plant, the Luverne Facility, during the three ~~and six~~ months ended ~~June 30, 2023 and 2022.~~March 31, 2023. These revenues were promotional in nature and from customer contracts for ethanol sales and related products and hydrocarbon revenues, which included SAF, isooctene, and isooctane. These products were sold mostly on a free-on-board shipping point basis (recognized at a point in time), were independent transactions, did not provide post-sale support or promises to deliver future goods, and were single performance obligations.

The following table displays the Company’s revenue by major source based on product type (in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,				Three Months Ended March 31,
Major Goods/Service Line	2023		2022		2023		2022		2024		2023
Renewable natural gas commodity	$	140	$	—	$	270	$	—
Environmental attribute revenue		2,777		—		6,310		—
Licensing and development revenue		1,300		—		1,300		—
Renewable natural gas									$	219	$	130
Environmental attributes										3,771		3,533
Other hydrocarbon revenue - ethanol, isooctane, IBA		21		89		418		321		—		397
Total operating revenue	$	4,238	$	89	$	8,298	$	321	$	3,990	$	4,060

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GEVO, INC.

Notes to Consolidated Financial Statements

(unaudited)

3.	Net Loss ~~Per~~per Share

Basic net loss per share is calculated based on the weighted average number of common shares outstanding for the period. Diluted net loss per share is calculated based on the assumption that stock options and other dilutive securities outstanding, which have an exercise price less than the average market price of the Company’s common shares during the period, would have been exercised on the later of the beginning of the period or the date granted, and that the funds obtained from the exercise were used to purchase common shares at the average market price during the period. None of the Company’s stock options or other dilutive securities are considered to be dilutive in periods with net losses.

The effect of the Company’s dilutive securities is calculated using the treasury stock method and only those instruments that result in a reduction in net income per common share are included in the calculation. Diluted net loss per share excluded common stock equivalents because the effect of their inclusion would be anti-dilutive or would decrease the reported net loss per share. Therefore ~~45,963, 53,504, 71,844,~~26,668 and ~~72,145~~58,651 of dilutive common stock equivalents have been excluded for the three ~~and six~~ months ended ~~June 30,~~March 31, 2024 and 2023, ~~and 2022,~~ respectively, as the Company is in a net loss position. See Notes 14 and 18 for all outstanding options and warrants that were not included in the computation of diluted weighted average common shares outstanding, as the exercise price of the options and warrants exceeded the average price of the Company’s common stock during the reporting period, and therefore are anti-dilutive.

Basic and diluted net loss per share is calculated as follows (net loss in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,				Three Months Ended March 31,
	2023		2022		2023		2022		2024		2023
Net loss	$	(14,420)	$	(13,161)	$	(32,038)	$	(28,834)	$	(18,875)	$	(17,618)
Basic weighted-average shares outstanding		237,417,618		209,809,994		237,339,583		205,889,651		240,844,334		237,260,681
Net loss per share - basic and diluted	$	(0.06)	$	(0.06)	$	(0.13)	$	(0.14)	$	(0.08)	$	(0.07)

4.	Marketable Securities

The Company’s investments in marketable securities are stated at fair value and are available for sale. ~~During the six months ended June 30, 2023, all~~All remaining investments in marketable securities matured with no realized gain or ~~loss. The following table summarizes the Company’s investments in marketable securities (in thousands) as of:~~

December 31, 2022


Amortized

Gross


Cost

Unrealized

Basis

Losses

Fair Value
Marketable securities (current)






U.S. Treasury notes

$
56,418

$
(344)

$
56,074
U.S. Government-sponsored enterprise securities

112,030

(696)

111,334
Total marketable securities (current)

$
168,448

$
(1,040)

$
167,408

loss during May 2023.

The cost of securities sold is based upon the specific identification method. ~~Interest~~The Company did not record investment income ~~from marketable securities totaled $0.2 million~~during the three months ended March 31, 2024, and recorded $0.8 million for the three ~~and six~~ months ended ~~June 30,~~March 31, 2023, ~~respectively, and $1.2 million and $2.7 million for the three and six months ended June 30, 2022, respectively. It is~~ included in “Interest and investment income” in the Consolidated Statements of Operations.

5.	Restricted Cash

As of ~~June 30, 2023, current and~~March 31, 2024, non-current restricted cash of ~~$77.8~~$69.9 million consists of amounts held as collateral for letters of credit to provide financing support for ~~development and construction of~~ the ~~NW Iowa RNG and NZ1 projects and interest earned on restricted cash.~~Company’s 2021 Bonds (as defined below).

~~Table of Contents~~

~~GEVO, INC.~~

~~Notes to Consolidated Financial Statements~~

~~(unaudited)~~

The Company entered into an irrevocable direct pay letter of credit (the “Bond Letter of Credit”) with Citibank N.A (“Citibank”) in April 2021 to support the 2021 Bonds ~~(as defined below)~~ for the development and construction of NW Iowa RNG. See Note 13, Debt, for additional information on the 2021 Bonds. The Bond Letter of Credit has a 0.5% annual fee and ~~expires~~would have expired April 4, 2024 ~~(unless~~(but was terminated ~~earlier)~~earlier and replaced with the New Bond Letter of Credit on April 1, 2024 as described below). The Company deposited $71.2 million with Citibank as restricted cash to secure any amounts drawn under the Bond Letter of Credit. ~~The Company is entitled to receive interest income on the restricted cash.~~ As of ~~June 30, 2023,~~March 31, 2024, no amounts have been drawn under the Bond Letter of Credit.

~~The proceeds from issuance~~12

Table of ~~the 2021 Bonds recorded as restricted cash are maintained by the Trustee (as defined below) under the Indenture (as defined below) and are released~~Contents

GEVO, INC.

Notes to ~~the Company to pay costs of the construction of NW Iowa RNG. The Company has used all bond proceeds for the project as of June 30, 2023.~~Consolidated Financial Statements

(unaudited)

In September 2022, the Company entered into a Pledge and Assignment agreement with Citibank to provide credit support in the form of a letter of credit (the “Power Letter of Credit”) from Citibank to a local electric utility company in order to induce the utility company to design and construct the power transmission and distribution facilities that will serve NZ1. The Company deposited $6.6 million of restricted cash in an account with Citibank to collateralize the Power Letter of Credit, which has a 0.3% annual fee and expires September 30, 2024 (unless terminated earlier). AsIn January 2024, Citibank was notified by the local electric utility company to close the letter of ~~June 30, 2023, no amounts have been drawn~~credit, as the Company has discontinued its relationship with the local utility and fulfilled all obligations under the Power Letter of Credit.

The Company is entitled to receive interest income on the restricted cash, and recorded interest income of $0.9 million and $0.7 million for the three months ended March 31, 2024, and 2023, respectively, included in “Other income, net” in the Consolidated Statements of Operations.

In April 2024, the Company entered into an irrevocable direct pay letter of credit (the “New Bond Letter of Credit”) with Citibank to support the Remarketed Bonds (as defined below). See Note 13, Debt, for additional information on the Remarketed Bonds. The New Bond Letter of Credit has a 0.75% annual fee and expires April 6, 2026 (unless terminated earlier). The Company maintained $69.6 million of the existing collateral with Citibank as restricted cash to secure any amounts drawn under the New Bond Letter of Credit, with $0.3 million of the balance as of March 31, 2024, returned to the Company in the second quarter of 2024.

6.	Prepaid ~~Expenses~~ and Other Current Assets

The following table sets forth the components of the Company’s prepaid ~~expenses~~ and other current assets (in thousands) as of:


	June 30, 2023		December 31, 2022		March 31, 2024		December 31, 2023
Prepaid insurance	$	1,217	$	911	$	1,826	$	568
Interest receivable		1,416		514		1,195		1,331
Prepaid feedstock		1,109		1,097		1,097		1,097
Other current assets		697		512		1,290		1,357
Total prepaid expenses and other current assets	$	4,439	$	3,034	$	5,408	$	4,353

7.	Leases, Right-of-Use Assets and Related Liabilities

The Company is party to an operating lease contract for the Company’s office and research facility in Englewood, Colorado, which expires in January ~~2029. The~~2029, and two operating lease ~~contains an option~~contracts for additional office space in Albuquerque, New Mexico, and San Diego, California, which expire in 2025. These leases contain options to extend the ~~lease~~leases, which management does not reasonably expect to exercise, so ~~it is~~they are not included in the length of the ~~term. The Company also has one production line piece of equipment with an operating lease that expires in 2024.~~terms.

The Company has four finance leases for land under arrangements related to NW Iowa RNG. Under these contracts, the Company leases land from dairy farmers on which it has built three anaerobic digesters, and a gas upgrade facility with related equipment and pipelines to condition raw biogas from cow manure provided by the farmers. ~~The partially conditioned biogas is transported from the three digester sites to a central gas upgrade system located at the fourth site that upgrades the biogas to pipeline-quality RNG for sale.~~ These leases expire at various dates between 2031 and 2050. The Company accounts for lease components separately from non-lease components for the Company’s dairy lease asset class. The total consideration in the lease agreement is allocated to the lease and non-lease components based on their relative standalone selling prices.

1213

Table of Contents

GEVO, INC.

Notes to Consolidated Financial Statements

(unaudited)

The following tables present the (i) other quantitative information and (ii) future minimum payments under non-cancelable financing and operating leases as they relate to the Company’s leases (in thousands, except for weighted averages):


	Six Months Ended June 30,						Three Months Ended March 31,
	2023			2022			2024			2023
Other Information
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from finance leases	$	22		$	20		$	23		$	23
Operating cash flows from operating leases	$	41		$	408		$	71		$	74
Finance cash flows from finance leases	$	2		$	2		$	2		$	2
Right-of-use asset obtained in exchange for new operating lease liabilities							$	35		$	—
Weighted-average remaining lease term, finance lease (months)		312			311			303			308
Weighted-average remaining lease term, operating leases (months)		58			63			54			61
Weighted-average discount rate - finance leases⁽¹⁾		12	%		12	%		12	%		12	%
Weighted-average discount rate - operating leases⁽¹⁾		5	%		5	%		6	%		5	%

(1)

Our leases do not provide an implicit interest ~~rate;~~rate, and we calculate the lease liability at lease commencement as the present value of unpaid lease payments using our estimated incremental borrowing rate. The incremental borrowing rate represents the rate of interest that we would have to pay to borrow an amount equal to the lease payments on a collateralized basis over a similar term and is determined using a portfolio approach based on information available at the commencement date of the lease.

Year Ending December 31,

Operating Leases

Finance Leases
2023 (remaining)

$
380

$
26
2024

306

27
2025

315

25
2026

325

25
2027

335

26
2028 and thereafter

344

548
Total

2,005

677
Less: amounts representing present value discounts

244

457
Total lease liabilities

1,761

220
Less: current portion

454

27
Non-current portion

$
1,307

$
193


Year Ending December 31,	Operating Leases		Finance Leases
2024	$	339	$	28
2025		411		25
2026		367		25
2027		335		26
2028		345		25
2029 and thereafter		—		523
Total		1,797		652
Less: amounts representing present value discounts		211		441
Total lease liabilities		1,586		211
Less: current portion		364		25
Non-current portion	$	1,222	$	186

Table of Contents

GEVO, INC.

Notes to Consolidated Financial Statements

(unaudited)

8.	Inventories

The following table sets forth the components of the Company’s inventory balances (in thousands) as of:


	June 30, 2023		December 31, 2022		March 31, 2024		December 31, 2023
Raw materials	$	159	$	168	$	97	$	104
Finished goods
SAF, Isooctane, Isooctene and other		1,177		1,581		1,167		1,167
Work in process
Environmental attributes, net of allowance of $942 and $2,378, respectively		2,655		4,193
Jet fuel		—		51
Environmental attributes						1,947		2,067
Spare parts		396		354		551		471
Total inventories	$	4,387	$	6,347	$	3,762	$	3,809

~~Table~~During each of ~~Contents~~the three months ended March 31, 2024 and 2023, the Company recorded net realizable value adjustments of $0.3 million.

~~GEVO, INC.~~

~~Notes to Consolidated Financial Statements~~

~~(unaudited)~~

9.	Property, Plant and Equipment

The following table sets forth the Company’s property, plant and equipment by classification (in thousands) as of:


	June 30, 2023		December 31, 2022		March 31, 2024		December 31, 2023
Land	$	6,505	$	6,452	$	6,505	$	6,505
Plant facilities and infrastructure		77,296		76,900		77,426		77,329
Machinery and equipment		90,058		87,248		95,581		95,212
Furniture and office equipment		2,991		2,977		2,881		2,864
Software		2,217		2,217		1,656		1,636
Construction in progress		98,999		72,717		133,886		114,332
Total property, plant and equipment		278,066		248,511		317,935		297,878
Less: accumulated depreciation and amortization		(79,307)		(71,639)		(90,261)		(86,315)
Property, plant and equipment, net	$	198,759	$	176,872	$	227,674	$	211,563

The Company recorded depreciation ~~expenses~~expense of ~~$3.7~~$4.0 million and ~~$7.9~~$4.2 million for the three ~~and six~~ months ended ~~June 30,~~March 31, 2024, and 2023, ~~respectively, as compared with $1.2 million and $2.3 million for the same periods ended June 30, 2022.~~respectively.

Construction in progress includes ~~$33.5~~$117.5 million for Gevo, ~~$11.4~~primarily related to the NZ1 project, $16.0 million for the Agri-Energy segment (“Agri-Energy”) related to a fractionation and hydrocarbon skid, ~~$2.0~~and $0.4 million for NW Iowa RNG ~~and $52.0 million for NZ1~~ at ~~June 30, 2023.~~March 31, 2024. Construction in progress includes ~~$25.9~~$98.2 million for Gevo, ~~$11.4~~primarily related to the NZ1 project, $15.5 million for Agri-Energy, ~~$1.0~~and $0.6 million for NW Iowa RNG ~~and $34.4 million for NZ1~~ at December 31, ~~2022.~~2023. Construction in progress is not subject to depreciation until the assets are placed into service. ~~At June 30, 2023, construction in progress included accruals~~

10.	Intangible Assets

Identifiable intangible assets consist of ~~$12.9 million.~~acquired patents, which management evaluates to determine whether they (i) support current products, (ii) support planned research and development, or (iii) prevent others from competing with Gevo’s products.

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~~Borrowing costs.~~ ~~Borrowing costs directly attributable~~GEVO, INC.

Notes to ~~acquisition and construction of an asset are capitalized until it is completed and ready for its intended use, and thereafter are recognized in profit or loss for the period. The Company did~~ ~~not~~ ~~capitalize interest expense during the six months ended June 30, 2023, and capitalized $0.8 million of interest expense for the six months ended June 30, 2022.~~Consolidated Financial Statements

(unaudited)

~~10.~~

~~Intangible Assets~~

Identifiable intangible assets consist of patents, which management evaluates to determine whether they (i) support current products, (ii) support planned research and development, or (iii) prevent others from competing with Gevo’s products.

~~The following tables set forth the Company’s intangible assets by classification (in thousands) as of:~~

June 30, 2023




Identifiable

Weighted-

Gross Carrying

Accumulated

Intangible

Average Useful Life

Amount

Amortization

Assets, net

(Years)
Patents

$
4,580

$
(1,330)

$
3,250

7.4
Defensive assets

4,900

(1,042)

3,858

8.4
Intangible assets

$
9,480

$
(2,372)

$
7,108

7.9

December 31, 2022




Identifiable

Weighted-

Gross Carrying

Accumulated

Intangible

Average Useful Life

Amount

Amortization

Assets, Net

(Years)
Patents

$
4,580

$
(1,039)

$
3,541

7.4
Defensive assets

4,900

(750)

4,150

8.4
Intangible assets

$
9,480

$
(1,789)

$
7,691

7.9

~~Table of Contents~~

~~GEVO, INC.~~

~~Notes to Consolidated Financial Statements~~

~~(unaudited)~~

The following tables set forth the Company’s intangible assets by classification (in thousands) as of:


	March 31, 2024
					Identifiable		Weighted-
	Gross Carrying		Accumulated		Intangible		Average Useful Life
	Amount		Amortization		Assets, net		(Years)
Patents	$	4,580	$	(1,766)	$	2,814	7.4
Defensive assets		4,900		(1,482)		3,418	8.4
Intangible assets	$	9,480	$	(3,248)	$	6,232	7.9


	December 31, 2023
					Identifiable		Weighted-
	Gross Carrying		Accumulated		Intangible		Average Useful Life
	Amount		Amortization		Assets, Net		(Years)
Patents	$	4,580	$	(1,621)	$	2,959	7.4
Defensive assets		4,900		(1,335)		3,565	8.4
Intangible assets	$	9,480	$	(2,956)	$	6,524	7.9

The Company recorded amortization expense of $0.3 million ~~and $0.6 million~~ for each of the three ~~and six~~ months ended ~~June 30, 2023~~March 31, 2024 and ~~2022, respectively.~~2023.

The following table details the estimated amortization of identifiable intangible assets as of ~~June 30, 2023~~March 31, 2024 (in thousands):


Year Ending December 31,	Patents		Defensive Assets		Total		Patents		Defensive Assets		Total
2023 (remaining)	$	291	$	293	$	584
2024		582		586		1,168	$	437	$	439	$	876
2025		582		586		1,168		582		586		1,168
2026		582		586		1,168		582		586		1,168
2027		582		586		1,168		582		586		1,168
2028 and thereafter		631		1,221		1,852
2028								582		586		1,168
2029 and thereafter								49		635		684
Total intangible assets	$	3,250	$	3,858	$	7,108	$	2,814	$	3,418	$	6,232

11.	Deposits and Other Assets

The following table sets forth the components of the Company’s deposits and other assets (in thousands) as of:


	June 30, 2023		December 31, 2022		March 31, 2024		December 31, 2023
Deposits⁽¹⁾	$	166	$	276	$	167	$	166
Prepaid feedstock ⁽²⁾		917		934		1,562		440
Equity interest ⁽³⁾		1,500		1,500		1,500		1,500
Exclusivity fees⁽⁴⁾		583		2,522		583		583
Deposits receivable ⁽⁵⁾		20,571		8,302		34,217		33,602
Other assets, net ⁽⁶⁾		8,243		8,460		7,920		8,028
Total deposits and other assets	$	31,980	$	21,994	$	45,949	$	44,319

(1)	Deposits for ~~legal services and products for NZ1.~~services.

(2)	Prepaid feedstock fees, non-current, for the production of RNG.

Table of Contents

GEVO, INC.

Notes to Consolidated Financial Statements

(unaudited)

(3)

The Company directly holds a ~~4.6%~~4.3% interest in the Series A Preferred Stock of Zero6 Clean Energy Assets, Inc. (“Zero6”), formerly Juhl Clean Energy Assets, Inc., which is not a publicly listed entity with a readily determinable fair value. The Company therefore measures the securities at ~~cost, which is deemed to be the value~~cost. Recent observable equity raises indicated ~~by the last observable transaction in Zero6’s stock, subject to impairment. The equity~~no impairment issues. This ownership interest ~~in Zero6~~ is also pledged as collateral against two future obligations to Rock County Wind Fuel, LLC (“RCWF”), a Zero6 subsidiary, see Note 16, Commitments and Contingencies, for additional information.

(4)	Axens will provide certain alcohol-to-SAF technologies and services exclusively provided to the Company which may be offset against future license fees subject to the delivery of a process design package.

(5)

Deposits provided to a developer of certain wind-farm projects and power utility contractor to induce ~~the contractor~~ to design and construct the power generation, transmission and distribution facilities that will serve NZ1, $5.5 million of which will be either reimbursed or used as an investment into wind generation facility and the remaining ~~$15.1~~$28.7 million is expected to be fully reimbursed upon completion of the project. Gevo has contractual priority liens against the equipment and constructed facilities under the contracts.

(6)

~~Payments~~Pre-operation payments for sand separation systems to process manure feedstock which were allocated to the non-lease fuel supply, ~~primarily related to sand separation systems, to support NW Iowa RNG fuel supply agreements prior to commencement of operations,~~ being amortized over the life of the project.

~~Table of Contents~~

~~GEVO, INC.~~

~~Notes to Consolidated Financial Statements~~

~~(unaudited)~~

12.

Accounts Payable and Accrued Liabilities

The following table sets forth the components of the Company’s accounts payable and accrued liabilities in the Consolidated Balance Sheets (in thousands) as of:


	June 30, 2023		December 31, 2022		March 31, 2024		December 31, 2023
Accounts payable	$	1,936	$	5,009	$	3,600	$	2,718
Accrued liabilities		15,713		12,594		4,882		6,448
Accrued construction in progress						9,554		6,965
Accrued payroll and related benefits		3,716		5,105		3,520		6,621
Accrued sales and use tax		—		2,052
Total accounts payable and accrued liabilities	$	21,365	$	24,760	$	21,556	$	22,752

13.

Debt

2021 Bond Issuance

On April 15, 2021, on behalf of Gevo NW Iowa RNG, LLC, the Iowa Finance Authority (the ~~“Authority”~~“Issuer”) issued $68,155,000 of its non-recourse Solid Waste Facility Revenue Bonds (Gevo NW Iowa RNG, LLC Renewable Natural Gas Project), Series 2021 (Green Bonds) (the “2021 Bonds”) for NW Iowa RNG. The bond proceeds were used as a source of construction financing alongside equity from the Company. The 2021 Bonds were issued under a Trust Indenture dated April 1, 2021 (the “Indenture”) between the ~~Authority~~Issuer and Citibank, N.A. as trustee (the “Trustee”). The 2021 Bonds mature April 1, 2042. The bonds bear interest at 1.5% per annum during the Initial Term Rate Period (as defined in the Indenture), payable semi-annually on January 1 and July 1 of each year. The effective interest rate is ~~1.0%~~1.1%. The 2021 Bonds are supported by the $71.2 million Bond Letter of Credit; see Note 5, Restricted Cash. The Trustee can draw sufficient amounts on the Bond Letter of Credit to pay the principal and interest until the first mandatory tender date of April 1, 2024. The 2021 Bonds ~~became~~are callable and re-marketable on or after October 1, 2022. If the 2021 Bonds have not been called and re-marketed by the first mandatory tender date, the Trustee may draw on the Bond Letter of Credit to repay the ~~2021 Bonds~~bonds in their entirety at the purchase price. As of ~~June 30, 2023,~~March 31, 2024, no amounts have been drawn under the Bond Letter of Credit.

The 2021 Bonds were issued at a premium of $0.8 million and debt issuance costs were $3.0 million. The bond debt is classified as ~~current~~non-current debt and is presented net of the premium and issuance costs, which are being amortized over the life of the 2021 Bonds using the interest method. As of ~~June 30, 2023~~March 31, 2024 all premiums and debt issuance costs were fully amortized. As of December 31, ~~2022,~~2023, the premium balance and the debt issuance cost net of amortization were ~~$0.2 million, $0.8 million, $0.4~~$0.1 million and ~~$1.3~~$0.3 million, respectively.

Table of Contents

GEVO, INC.

Notes to Consolidated Financial Statements

(unaudited)

2024 Bond Remarketing

On April 1, 2024 (the “Conversion Date”), the 2021 Bonds became subject to mandatory tender for purchase and have been remarketed to bear interest in a new term rate period (the “Remarketed Bonds”). In connection with the conversion and remarketing of the 2021 Bonds on the Conversion Date, the original Indenture was amended by a First Supplemental Indenture dated as of April 1, 2024 (together with the original Indenture the “First Supplemental Indenture,”) between the Issuer and the Trustee. The original bond financing agreement was amended by a First Supplemental Bond Financing Agreement dated as of April 1, 2024 (together with the original bond financing Agreement, the “First Supplemental Bond Financing Agreement”) between the Issuer and the Company.

The Remarketed Bonds retained the same maturity date of April 1, 2042. The Remarketed Bonds now bear interest of 3.875% per annum during the Initial Term Rate Period (as defined in the Indenture), payable semi-annually on October 1 and April 1 of each year. The effective interest rate is 1.2%. The Company incurred approximately $1.7 million of debt issuance costs associated with the remarketing. The Remarketed Bonds are supported by a $69.6 million New Letter of Credit; see Note 5, Restricted Cash, issued to the incumbent Trustee that can draw sufficient amounts on the New Letter of Credit to pay the principal and interest, in case of default, until the first mandatory tender date of March 31, 2026. The Remarketed Bonds are callable and re-marketable on or after November 1, 2024. If the Remarketed Bonds have not been called and re-marketed by the first mandatory tender date, the Trustee may draw on the Bond Letter of Credit to repay the bonds in their entirety at the purchase price.

Loans Payable

In April 2020, the Company and Agri-Energy each entered into a loan agreement with Live Oak Banking Company, pursuant to which the Company and Agri-Energy obtained loans from the Small Business Administration’s Paycheck Protection Program (“SBA PPP”) totaling $1.0 million in the aggregate (the “SBA Loans”).

In April 2021, the ~~entire~~ balance of $0.5 million of the Company’s and $0.1 million of Agri-Energy’s loans and accrued interest obtained through the SBA PPP were forgiven. The remaining SBA Loan for Agri-Energy totals $0.2 million, bears interest at 1.0% per annum and matures in April 2025. Monthly payments of $8,230, including interest, began on June 5, 2021, and are payable through April 2025.

~~Table of Contents~~

~~GEVO, INC.~~

~~Notes to Consolidated Financial Statements~~

~~(unaudited)~~

The summary of the Company’s long-term debt is as follows (in thousands) as of:


	Interest Rate	Maturity Date	June 30, 2023		December 31, 2022		Interest Rate	Maturity Date	March 31, 2024		December 31, 2023
2021 Bonds, net	1.5%	April 2042	$	67,594	$	67,223	1.5%	April 2042	$	68,155	$	67,967
SBA Loans	1.0%	April 2025		176		224	1.0%	April 2025		94		119
Equipment	4% to 5%	December 2023 to December 2024		62		94	4% to 5%	December 2023 to December 2024		24		32
Total debt				67,832		67,541				68,273		68,118
Less: current portion				(67,738)		(159)				(118)		(68,097)
Non-current portion			$	94	$	67,382			$	68,155	$	21

Future payments for the Company’s long-term debt are as follows (in thousands):


Year Ending December 31,	Total Debt		Total Debt
2023 (remaining)	$	80
2024		67,723	$	97
2025		29		21
2026				68,155
Total debt	$	67,832	$	68,273

14.	Stock-Based Compensation

Equity incentive plans. In February 2011, the Company’s stockholders approved the Gevo, Inc. 2010 Stock Incentive Plan (as amended and restated to date, the “2010 Plan”), and the Employee Stock Purchase Plan (the “ESPP”).

The 2010 Plan provides for the grant of non-qualified stock options, incentive stock options, stock appreciation rights, restricted stock awards, restricted stock units and other equity awards to employees and directors of the Company. In May 2023, upon approval of the stockholders at the 2021 Annual Meeting of Stockholders, the 2010 Plan was amended and restated, which increased the number of shares of common stock reserved for issuance under the 2010 Plan to 37,980,074 shares. At June 30, 2023, 18,814,278 shares were available for future issuance under the 2010 Plan.

~~Stock-based compensation expense~~~~. The Company records stock-based compensation expense during the requisite service period for share-based payment awards granted to employees and non-employees.~~

~~The following table sets forth the Company’s stock-based compensation expense for the periods indicated (in thousands):~~

Three Months Ended June 30,

Six Months Ended June 30,

2023

2022

2023

2022
Equity Classified Awards








Cost of production

$
(6)

$
198

$
12

$
391
General and administrative

3,318

3,588

7,241

7,082
Other

631

434

1,367

791
Total equity classified awards

3,943

4,220

8,620

8,264
Liability Classified Awards








General and administrative

—

(407)

—

(193)
Other

—

(126)

—

(126)
Total liability classified awards

—

(533)

—

(319)
Total stock-based compensation

$
3,943

$
3,687

$
8,620

$
7,945

1718

Table of Contents

GEVO, INC.

Notes to Consolidated Financial Statements

(unaudited)

The 2010 Plan provides for the grant of non-qualified stock options, incentive stock options, stock appreciation rights, restricted stock awards, restricted stock units and other equity awards to employees and directors of the Company. In May 2023, upon approval of the stockholders at the 2023 Annual Meeting of Stockholders, the 2010 Plan was amended and restated, which increased the number of shares of common stock reserved for issuance under the 2010 Plan to 37,980,074 shares. At March 31, 2024, 13,015,893 shares were available for future issuance under the 2010 Plan.

Stock-based compensation expense. The Company records stock-based compensation expense during the requisite service period for share-based payment awards granted to employees and non-employees.

The following table sets forth the Company’s equity classified stock-based compensation expense for the periods indicated (in thousands):


	Three Months Ended March 31,
	2024		2023
Cost of production	$	13	$	18
General and administrative		3,688		3,923
Other		532		736
Total stock-based compensation	$	4,233	$	4,677

Stock option award activity. Stock option activity under the Company’s stock incentive plans and changes during the ~~six~~three months ended ~~June 30, 2023,~~March 31, 2024, were as follows:


				Weighted-							Weighted-
				Average							Average
		Weighted-		Remaining					Weighted-		Remaining
		Average		Contractual		Aggregate			Average		Contractual		Aggregate
	Number of	Exercise		Term		Intrinsic		Number of	Exercise		Term		Intrinsic
	Options	Price ⁽¹⁾		(years)		Value		Options	Price ⁽¹⁾		(years)		Value
Options outstanding at December 31, 2022	5,945,321	$	4.65		9.1	$	—
Options outstanding at December 31, 2023								8,109,123	$	3.51		8.8	$	—
Granted	55,918	$	2.12			$	—	—	$	—			$	—
Canceled or forfeited	(117,278)	$	4.62			$	—	(145,190)	$	2.74			$	—
Exercised	—	$	—			$	—	—	$	—			$	—
Options outstanding at June 30, 2023	5,883,961	$	4.63		8.7	$	—
Options vested and expected to vest at June 30, 2023	1,496,017	$	5.25		7.9	$	—
Options outstanding at March 31, 2024								7,963,933	$	3.53		8.6	$	—
Options vested and expected to vest at March 31, 2024								3,001,384	$	4.80		7.8	$	—

(1)	~~The exercise~~Exercise price of options outstanding ~~range~~ranges from ~~$2.12~~$1.15 to ~~$11,160~~$876 as of ~~June 30, 2023~~March 31, 2024. The higher end of the range is due to the impact of several reverse stock splits during the years 2015 to 2018.

As of ~~June 30, 2023~~March 31, 2024, the total unrecognized compensation expense, net of actual forfeitures, relating to stock options was ~~$9.5 million, which is expected to be expensed over the remaining weighted-average recognition period of approximately 1.7 years.~~

~~Restricted stock~~~~. Non-vested restricted stock awards and the changes during the six months ended June 30, 2023, were as follows:~~

Weighted-

Average

Number of

Grant-Date

Shares

Fair Value
Outstanding at December 31, 2022

5,254,457

$
3.94
Granted

593,369

$
1.28
Vested and issued

(155,180)

$
5.45
Canceled or forfeited

(125,062)

$
3.74
Non-vested at June 30, 2023

5,567,584

$
3.63

~~As of June 30, 2023, the total unrecognized compensation expense, net of forfeitures, relating to restricted stock awards was $12.2~~$6.6 million, which is expected to be expensed over the remaining weighted-average recognition period of approximately 1.6 years.

Restricted stock. The Company periodically grants restricted stock awards to employees and directors. The vesting period for restricted stock awards granted may be based upon a service period or based upon the attainment of performance objectives. The Company recognizes stock-based compensation over the vesting period, which for awards that vest based on a service period is generally two to three years.

Table of Contents

GEVO, INC.

Notes to Consolidated Financial Statements

(unaudited)

Non-vested restricted stock awards and the changes during the three months ended March 31, 2024, were as follows:


		Weighted-
		Average
	Number of	Grant-Date
	Shares	Fair Value
Outstanding at December 31, 2023	6,159,341	$	2.30
Granted	668,281	$	0.97
Vested and issued	(236,394)	$	1.45
Canceled or forfeited	(108,403)	$	1.99
Non-vested at March 31, 2024	6,482,825	$	2.21

As of ~~June 30, 2023,~~March 31, 2024, the total unrecognized compensation expense, net of actual forfeitures, relating to restricted stock awards was $8.4 million, which is expected to be recognized over the remaining weighted-average period of approximately 1.6 years. As of March 31, 2024, there are no unvested liability-classified restricted stock awards.

15.	Income Taxes

The Company has incurred operating losses since inception; therefore, no provision for income taxes was recorded and all related deferred tax assets are fully reserved. We continue to assess the impact of aour deferred tax asset as it relates to income taxes.

16.	Commitments and Contingencies

Legal Matters. From time to time, the Company has been, and may again become, involved in legal proceedings arising in the ordinary course of its business. The Company is not presently a party to any litigation and is not aware of any pending or threatened litigation against the Company that it believes could have a material adverse effect on its business, operating results, financial condition or cash flows.

~~Table~~State Tax Audit. During the year ended 2023, the Company was notified of ~~Contents~~

~~GEVO, INC.~~

~~Notes to~~a pending sales and use tax audit by the South Dakota Department of Revenue for the period covering January 2021 through December 2023. Although the final resolution of the Company’s sales and use tax audit is uncertain, based on current information, in the opinion of the Company’s management, the ultimate disposition of these matters will not have a material adverse effect on the Consolidated ~~Financial~~Balance Sheets, Statements of Operations, or Liquidity.

~~(unaudited)~~

Indemnifications. In the ordinary course of its business, the Company makes certain indemnities under which it may be required to make payments in relation to certain transactions. As of ~~June 30, 2023~~March 31, 2024, the Company did not have any liabilities associated with indemnities.

In addition, the Company indemnifies its officers and directors for certain events or occurrences, subject to certain limitations. The duration of these indemnifications, commitments, and guarantees varies and, in certain cases, is indefinite. The maximum amount of potential future indemnification is unlimited; however, the Company has a director and officer insurance policy that may enable it to recover a portion of any future amounts paid. The Company accrues losses for any known contingent liability, including those that may arise from indemnification provisions, when future payment is probable. No such losses have been recorded to date.

Environmental Liabilities. The Company’s operations are subject to environmental laws and regulations adopted by various governmental authorities in the jurisdictions in which it operates. These laws require the Company to investigate and remediate the effects of the release or disposal of materials at its locations. Accordingly, the Company has adopted policies, practices and procedures in the areas of pollution control, occupational health and the production, handling, storage and use of hazardous materials to prevent material environmental or other damage, and to limit the financial liability which could result from such events. Environmental liabilities are recorded when the Company’s liability is probable, and the costs can be reasonably estimated. No environmental liabilities have been recorded as of ~~June 30, 2023.~~March 31, 2024.

Table of Contents

GEVO, INC.

Notes to Consolidated Financial Statements

(unaudited)

Fuel Supply Commitment. The Company has three long-term fuel supply contracts to source feedstock for ~~the~~our anaerobic digesters at the NW Iowa RNG project. These contracts provide an annual amount of feedstock to be used in the production of RNG.

~~PRAJ Commitment.~~ In June 2021 the Company contracted with a manufacturer in India to build a fractionation and hydrocarbon skid for $10.2 million. The remaining commitment for the contract is $2.9 million as of June 30, 2023. In addition, the Company has committed to pay $0.6 million in engineering fees to PRAJ subject to certain project milestones on Net-Zero Projects.

Zero6 Commitments. In September 2022, the Company entered into a development agreement with Zero6 to construct and operate a wind project for the provision of electric energy for NZ1. Pursuant to the agreement, the Company has committed to pay Zero6 total development charges of $8.6 million, comprised of advanced development fee payments of $0.9 million, certain reimbursable costs of $1.2 million, and $6.5 million upon completion of the project. The Company is not contractually obligated for the specified development charges until certain milestones are met in future periods, and upon completion of the project. Further, the Company has committed to fund certain discretionary, budgeted costs associated with long lead equipment and engineering services for NZ1, totaling an estimated $35.0 million. The amount is expected to be fully reimbursed upon completion of the project. Gevo has contractual priority liens against the equipment and constructed facilities under the contracts. See Footnote 19 below for further information.

Additionally, the Company’s investment in Zero6, see Note 11 above, is pledged separately as collateral for two commitments for the purchase of wind electricity for the Luverne Facility, as well as the purchase of 100% of RCWF’s renewable energy credits. Gevo has a commitment to purchase all of RCWF’s electricity. The portion not used by the Luverne Facility is charged to the Company at a lower price.

The estimated commitments as of ~~June 30, 2023,~~March 31, 2024, and thereafter are shown below (in thousands):


	December 31,														December 31,
											2028 and														2029 and
	2023 (remaining)		2024		2025		2026		2027		thereafter		Total		2024		2025		2026		2027		2028		thereafter		Total
Fuel Supply Payments	$	2,287	$	2,408	$	1,702	$	1,718	$	2,060	$	28,263	$	38,438	$	3,111	$	1,702	$	1,718	$	2,060	$	1,753	$	25,979	$	36,323
Zero6 Commitment		195		295		6,720		—		—		—		7,210		28,045		14,628		—		—		—		—		42,673
PRAJ Commitment		2,900		558		—		—		—		—		3,458
Renewable Energy Credits		74		148		148		148		148		1,828		2,494		96		128		128		128		128		1,449		2,057
Electricity Above Use (Est.)		124		256		267		279		290		4,618		5,834		380		—		—		—		—		—		380
Total	$	5,580	$	3,665	$	8,837	$	2,145	$	2,498	$	34,709	$	57,434	$	31,632	$	16,458	$	1,846	$	2,188	$	1,881	$	27,428	$	81,433

~~Table of Contents~~

~~GEVO, INC.~~

~~Notes to Consolidated Financial Statements~~

~~(unaudited)~~

17.	Fair Value Measurements

Accounting standards define fair value, outline a framework for measuring fair value, and detail the required disclosures about fair value measurements. Under these standards, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date in the principal or most advantageous market. Standards establish a hierarchy in determining the fair market value of an asset or liability. The fair value hierarchy has three levels of inputs, both observable and unobservable. Standards require the utilization of the highest possible level of input to determine fair value.

Level 1 – inputs include quoted market prices in an active market for identical assets or liabilities.

Level 2 – inputs are market data, other than Level 1, that are observable either directly or indirectly. Level 2 inputs include quoted market prices for similar assets or liabilities, quoted market prices in an inactive market, and other observable information that can be corroborated by market data.

Level 3 – inputs are unobservable and corroborated by little or no market data.

~~The carrying value and fair value, by fair value hierarchy, of the Company’s financial instruments at June 30, 2023, and December 31, 2022 are as follows (in thousands):~~

Fair Value Measurements at June 30, 2023

Quoted

Prices in

Active

Significant

Markets for

Other

Significant

Fair Value at

Identical

Observable

Unobservable

June 30,

Assets

Inputs

Inputs

2023

(Level 1)

(Level 2)

(Level 3)
Cash and cash equivalents ⁽¹⁾

$
347,650

$
347,650

$
—

$
—

Fair Value Measurements at December 31, 2022

Quoted

Prices in

Active

Significant

Markets for

Other

Significant

Fair Value at

Identical

Observable

Unobservable

December 31,

Assets

Inputs

Inputs


2022

(Level 1)

(Level 2)

(Level 3)
Cash and cash equivalents ⁽¹⁾

$
237,125

$
237,125

$
—

$
—
Marketable securities

$
167,408

$
167,408

$
—

$
—

~~(1)~~

~~Cash and cash equivalents includes $331.8 million and $200.7 million invested in U.S. government money market funds as of June 30, 2023 and December 31, 2022, respectively.~~

~~The Company had no transfers of assets or liabilities between fair value hierarchy levels between December 31, 2022, and June 30, 2023.~~

2021

Table of Contents

GEVO, INC.

Notes to Consolidated Financial Statements

(unaudited)

The carrying value and fair value, by fair value hierarchy, of the Company’s financial instruments at March 31, 2024, and December 31, 2023 are as follows (in thousands):

Fair Value Measurements at March 31, 2024

Quoted

Prices in

Active

Significant

Markets for

Other

Significant

Fair Value at

Identical

Observable

Unobservable

March 31,

Assets

Inputs

2024

(Level 1)

(Level 2)

(Level 3)

Cash and cash equivalents ⁽¹⁾

270,642

—

Fair Value Measurements at December 31, 2023

Quoted

Prices in

Active

Significant

Markets for

Other

Significant

Fair Value at

Identical

Observable

Unobservable

December 31,

Assets

Inputs

2023

(Level 1)

(Level 2)

(Level 3)

Cash and cash equivalents ⁽¹⁾

298,349

—

(1)	Cash and cash equivalents includes $258.2 million and $283.2 million invested in U.S. government money market funds as of March 31, 2024 and December 31, 2023, respectively.

The Company had no transfers of assets or liabilities between fair value hierarchy levels between December 31, 2023, and March 31, 2024.

For the 2021 Bonds, the fair values are estimated using the Black-Derman-Toy interest rate lattice framework. The effective maturity of the 2021 Bonds was assumed to be April 1, 2024 (~~three~~(three years from issuance) with repayment of 100% of principal on that date. The impact of the Company’s optional redemption feature, effective October 1, 2022, is appropriately captured by the Black-Derman-Toy interest rate lattice. The carrying values and estimated fair values of the 2021 Bonds as of ~~June 30, 2023,~~March 31, 2024, are summarized as follows (in thousands):


	Carrying		Estimated		Carrying		Estimated
	Value		Fair Value		Value		Fair Value
2021 Bonds	$	67,594	$	65,358	$	68,155	$	66,482

18.	Stockholders’ Equity

Share Issuances

In ~~February 2018,~~January 2024 the Company ~~commenced~~filed Form S-3, which included a base prospectus which covers the offer, issuance and sale of up to an aggregate of $750.0 million of the registrant’s common stock, preferred stock, debt securities, depositary shares, warrants, purchase contracts and units and an at-the-market offering ~~program, which allows it~~prospectus supplement covering the offering, issuance and sale by the registrant of up to ~~sell and issue shares~~a maximum aggregate offering price of ~~its~~$500.0 million of the Company’s common stock ~~from time to time. In 2021, the at-the-market offering program was amended to provide a total capacity of $500.0 million.~~ that may be issued and sold under an at-the-market-offering agreement.

As of ~~June 30, 2023,~~March 31, 2024, the Company has remaining capacity to issue up to approximately ~~$360.6~~$500.0 million of common stock under the at-the-market offering program.

Table of Contents

GEVO, INC.

Notes to Consolidated Financial Statements

(unaudited)

In June 2022, the Company completed a registered direct offering (the “June 2022 Offering”) of an aggregate of 33,333,336 shares of the Company’s common stock at a price of $4.50 per share, accompanied by Series 2022-A warrants to purchase an aggregate of 33,333,336 shares of the Company’s common stock (each, a “Series 2022-A Warrant”) pursuant to a securities purchase agreement with certain institutional and accredited investors. The Series 2022-A Warrants are exercisable for a term of five years from the date of issuance at an exercise price of $4.37 per share. As of ~~June 30, 2023,~~March 31, 2024, none of the Series 2022-A Warrants had been exercised.

The net proceeds to the Company from the June 2022 Offering were $139.2 million, after deducting placement agent’s fees, advisory fees and other offering expenses payable by the Company, and assuming none of the Series 2022-A Warrants issued in the June 2022 Offering are exercised for cash. The Company intends to use the net proceeds from the June 2022 Offering to fund capital projects, working capital and for general corporate purposes.

Stock Repurchase Program

On May 30, 2023, the Company authorized a stock repurchase program, under which it may repurchase up to $25 million of its common stock. The primary goal of the repurchase program is to allow the Company to opportunistically repurchase shares, while maintaining the Company’s ability to fund its development projects. Under the stock repurchase program, the Company may repurchase shares from time to time in the open market or through privately negotiated transactions. The timing, volume and nature of stock repurchases, if any, will be in the Company’s sole discretion and will be dependent on market conditions, applicable securities laws, and other factors. The stock repurchase program may be suspended or discontinued at any time by the Company and does not have an expiration date.

The Company ~~did not repurchase any~~repurchased 2.1 million shares of common stock for $1.4 million under the stock repurchase program during the three months ended ~~June 30, 2023.~~March 31, 2024.

In April 2024, the Company repurchased 3.3 million shares of common stock for $2.3 million under the stock repurchase program.

Warrants

In addition to the Series 2022-A Warrants, the Company has warrants outstanding that were issued in conjunction with a registered direct offering in August 2020 (the “Series 2020-A Warrants”). The Company evaluated the Series 2022-A Warrants and Series 2020-A Warrants for liability or equity classification and determined that equity treatment was appropriate because both the Series 2022-A Warrants and Series 2020-A Warrants do not meet the definition of liability instruments.

~~Table of Contents~~

~~GEVO, INC.~~

~~Notes to Consolidated Financial Statements~~

~~(unaudited)~~

The Series 2022-A Warrants and Series 2020-A Warrants are classified as a component of ~~permanent~~ equity because they are freestanding financial instruments that are legally detachable and separately exercisable from the shares of common stock with which they were issued, are immediately exercisable and will expire five years from the date of issuance, do not embody an obligation for the Company to repurchase its shares, and permit the holders to receive a fixed number of shares of common stock upon exercise. In addition, the Series 2022-A Warrants and Series 2020-A Warrants do not provide any guarantee of value or return. The Company valued the Series 2022-A Warrants and Series 2020-A Warrants at issuance using the Black-Scholes option pricing model. The fair value at the issuance date of the Series 2022-A Warrants was $92.9 million with the key inputs to the valuation model including a weighted average volatility of 151.1%, a risk-free rate of 2.86% and an expected term of five ~~years~~.years. The fair value at the issuance date of the Series 2020-A Warrants was $8.3 million with the key inputs to the valuation model including a weighted average volatility of 130%, a risk-free rate of 0.30% and an expected term of five ~~years~~.years.

While the Company believes that its valuation methods are appropriate and consistent with other market participants, it recognizes that the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different estimate of fair value at the reporting date.

~~On February 17, 2022, the remaining Series K warrants expired with 7,126 unexercised warrants.~~23

Table of Contents

GEVO, INC.

Notes to Consolidated Financial Statements

(unaudited)

The following table sets forth information pertaining to shares issued upon the exercise of warrants:

Shares

Issued upon

Underlying

Issued upon

Underlying

Shares

Warrant

Warrants

Shares

Warrant

Warrants

Exercise

Underlying

Exercises as

Outstanding

Exercise

Underlying

Exercises as

Outstanding

Price as of

Warrants on

as of

Price as of

Warrants on

as of

Issuance

Expiration

June 30,

Issuance

June 30,

Issuance

Expiration

March 31,

Issuance

March 31,

Date

2023

Date

2023

Date

2024

Date

2024

Series 2020-A Warrants ⁽¹⁾

7/6/2020

7/6/2025

0.60

30,000,000

29,914,069

85,931

7/6/2020

7/6/2025

0.60

30,000,000

29,914,069

85,931

Series 2022-A Warrants ⁽¹⁾

6/8/2022

6/7/2027

4.37

33,333,336

—

33,333,336

6/8/2022

6/7/2027

4.37

33,333,336

—

33,333,336

Total Warrants

63,333,336

29,914,069

33,419,267

63,333,336

29,914,069

33,419,267

(1)	Equity-classified warrants.

During the ~~six~~three months ended ~~June 30, 2023~~March 31, 2024, no warrants were exercised.

19.	Variable Interest Entities

The Company has entered into agreements with Zero6 Energy Development, Inc. (“ZEDI”) to facilitate the development and construction of facilities to provide carbon neutral power to NZ1. ZEDI established two wholly owned subsidiaries, structured as limited liability companies, to operate the power facilities.

Nonconsolidated VIEs

During September 2022 and February 2023, the Company entered into agreements with ZEDI, a national clean energy expert that provides expertise in capital management, development, engineering, and asset management, to develop and construct facilities to provide carbon neutral power to NZ1 via the two Project LLCs: Kingsbury County Wind Fuel, LLC (“KCWF”) and Dakota Renewable Hydrogen, LLC (“DRH”), respectively. In December 2023 the agreements with ZEDI related to the two Project LLCs were amended to remove certain kickout rights that previously existed.

Each Project LLC is currently funded via advances for certain long lead equipment items from Gevo. The Company has made certain refundable project advances indirectly to the Project LLCs via ZEDI, to induce ZEDI to design and construct the power generation, transmission and distribution facilities that will serve NZ1.

Each Project LLC is a VIE, and the Company holds an implicit variable interest in each Project LLC. As of December 2023, we have concluded that the removal of the kickout rights from the agreements has resulted in a loss of control and that, therefore, the Company is no longer the primary beneficiary of the Project LLCs. The Project LLCs are a VIE because their equity is insufficient to maintain its on-going collateral requirements without additional financial support from the Company.

There was no gain or loss recognized as a result of the deconsolidation of the Project LLCs. We have recognized $33.4 million in Deposits and other assets related to advances made to the Project LLCs which are reimbursable upon the achievement or failure to achieve certain milestones. Such amounts represent our maximum exposure to loss as a result of our involvement with the Project LLCs.

~~19.~~20.

Segments

Operating segments are defined as components of an entity for which discrete financial information is available that is regularly reviewed by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources to an individual segment and in assessing performance. The Company’s Chief Executive Officer is the CODM. The CODM reviews financial information presented on a consolidated basis for the ~~purpose~~purposes of making operating decisions, allocating resources, and evaluating financial performance. As such, management has determined that the Company has organized its operations and activities into three reportable segments: ~~(i) Gevo segment; (ii) Agri-Energy segment; and (iii) Renewable Natural Gas segment. Transactions between segments are eliminated in consolidation.~~

~~Gevo segment~~. The Gevo segment is responsible for all research and development activities related to transforming renewable energy into energy-dense liquid hydrocarbons that can be used as renewable fuels, such as SAF, with the potential to achieve a “net-zero” GHG footprint; commercial opportunities for other renewable hydrocarbon products, such as hydrocarbons for gasoline blendstocks and diesel fuel; ingredients for the chemical industry, such as ethylene and butenes; plastics and materials; and other chemicals. The Gevo segment also develops, maintains and protects its intellectual property portfolio, provides corporate oversight services, and is responsible for development and construction of our Net-Zero Projects.

2224

Table of Contents

GEVO, INC.

Notes to Consolidated Financial Statements

(unaudited)

(i) Gevo segment; (ii) Agri-Energy segment; and (iii) Renewable Natural Gas segment. Transactions between segments are eliminated in consolidation.

Gevo segment. The Gevo segment is responsible for all research and development activities related to the future production of SAF, commercial opportunities for other renewable hydrocarbon products, such as hydrocarbons for gasoline blendstocks and diesel fuel; ingredients for the chemical industry, such as ethylene and butenes; plastics and materials; and other chemicals. The Gevo segment also develops, maintains and protects its intellectual property portfolio, provides corporate oversight services, and is responsible for development and construction of our Net-Zero Projects and other preliminary stage projects.

Agri-Energy segment. The Agri-Energy segment is currently responsible for the operation of the Company’s Luverne Facility and the development and optimization of the production of isobutanol, ethanol and related products.

Renewable Natural Gas segment. The Renewable Natural Gas segment produces pipeline quality methane gas captured from dairy cow manure.


	Three Months Ended June 30, 2023								Three Months Ended March 31, 2024
					Renewable								Renewable
(in thousands)	Gevo		Agri-Energy		Natural Gas		Consolidated
									Gevo		Agri-Energy		Natural Gas		Consolidated
Revenues	$	1,321	$	—	$	2,917	$	4,238	$	—	$	—	$	3,990	$	3,990
Depreciation and amortization									$	(455)	$	(2,622)	$	(1,374)	$	(4,451)
Loss from operations	$	(14,403)	$	(3,242)	$	(1,270)	$	(18,915)	$	(19,645)	$	(3,272)	$	(224)	$	(23,141)
Acquisitions of licenses, patents, plant, property and equipment	$	14,679	$	23	$	3,002	$	17,704
Interest income									$	4,569	$	—	$	—	$	4,569
Interest expense									$	(93)	$	—	$	(449)	$	(542)
Acquisitions of property, plant, and equipment									$	16,505	$	474	$	533	$	17,512


	Three Months Ended June 30, 2022								Three Months Ended March 31, 2023
					Renewable								Renewable
	Gevo		Agri-Energy		Natural Gas		Consolidated		Gevo		Agri-Energy		Natural Gas		Consolidated
Revenues	$	18	$	71	$	—	$	89	$	397	$	—	$	3,663	$	4,060
Depreciation and amortization									$	(438)	$	(2,629)	$	(1,508)	$	(4,575)
Loss from operations	$	(13,025)	$	(3,113)	$	23	$	(16,115)	$	(15,499)	$	(3,147)	$	(2,211)	$	(20,857)
Acquisitions of licenses, patents, plant, property and equipment	$	11,870	$	328	$	8,275	$	20,473
Interest income									$	3,688	$	—	$	—	$	3,688
Interest expense									$	(88)	$	(4)	$	(447)	$	(539)
Acquisitions of property, plant, and equipment									$	20,636	$	—	$	1,457	$	22,093


	March 31, 2024
					Renewable
	Gevo		Agri-Energy		Natural Gas		Consolidated
Total assets	$	505,553	$	27,043	$	100,975	$	633,571

Six Months Ended June 30, 2023






Renewable


Gevo

Agri-Energy

Natural Gas

Consolidated
Revenues

$
1,718

$
—

$
6,580

$
8,298
Loss from operations

$
(29,902)

$
(6,389)

$
(3,481)

$
(39,772)
Acquisitions of patents, plant, property and equipment

$
24,656

$
23

$
4,459

$
29,138

Six Months Ended June 30, 2022

Renewable


Gevo

Agri-Energy

Natural Gas

Consolidated
Revenues

$
81

$
240

$
—

$
321
Loss from operations

$
(25,149)

$
(6,921)

$
—

$
(32,070)
Acquisitions of patents, plant, property and equipment

$
16,308

$
4,275

$
18,668

$
39,251

June 30, 2023

Renewable


Gevo

Agri-Energy

Natural Gas

Consolidated
Total assets

$
545,261

$
29,783

$
99,513

$
674,557

December 31, 2022

Renewable


Gevo

Agri-Energy

Natural Gas

Consolidated
Total assets

$
573,057

$
34,440

$
93,251

$
700,748


	December 31, 2023
					Renewable
	Gevo		Agri-Energy		Natural Gas		Consolidated
Total assets	$	519,994	$	28,818	$	101,510	$	650,322

2325

Table of Contents

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Forward-Looking Statements

This Quarterly Report on Form 10-Q (this “Report”) contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). When used anywhere in this Report, the words “expect,” “believe,” “anticipate,” “estimate,” “intend,” “plan” and similar expressions are intended to identify forward-looking statements. These statements relate to future events or our future financial or operational performance and involve known and unknown risks, uncertainties and other factors that could cause our actual results, levels of activity, performance or achievements to differ materially from those expressed or implied by these forward-looking statements. These statements relate to future events or our future financial or operational performance and involve known and unknown risks, uncertainties and other factors that could cause our actual results, levels of activity, performance or achievements to differ materially from those expressed or implied by these forward-looking statements. These statements reflect our current views with respect to future events and are based on assumptions and subject to risks and uncertainties. These forward-looking statements include, among other things, statements about: our financial condition, our results of operation and liquidity, our ability to finance, develop, and construct our Net-Zero Projects (as defined below), as well as other growth projects, our ability to produce our products, our expectations regarding the demand for our products and our ability to meet such demand, our ability to meet production, financial and operational guidance, our ability to generate revenue from our executed contracts, our strategy to pursue low-carbon or “net-zero” carbon renewable fuels for sale into California and elsewhere, our ability to replace our fossil-based energy sources with renewable energy sources at our Net-Zero Projects and elsewhere, our expectations regarding the location and start-up date for our initial Net-Zero Project, our expectations regarding our ability to produce renewable liquid hydrocarbons, our expectations regarding our ability to produce protein and other products for use in the food chain, our ability and plans to construct greenfield commercial hydrocarbon facilities to produce sustainable aviation fuel (“SAF”) and other products, our ability to raise additional funds to finance our business and the sources of those funds, our ability to perform under our existing offtake agreements and other sales agreements we may enter into in the future, our ability to successfully operate our renewable natural gas (“RNG”), also known as biogas, facilities in Iowa, our ability to produce renewable hydrocarbon products at a commercial level and at a profit, the availability of, and market prices for, government economic incentives to the renewable energy market, achievement of advances in our technology platform, the availability of suitable and cost-competitive feedstocks, our ability to gain market acceptance for our products, our expectations regarding the demand for carbon credits, the expected cost-competitiveness and relative performance attributes of our products, our strategy to pursue alcohol-to-SAF development and production, additional competition and changes in economic conditions and the future price and volatility of petroleum and products derived from petroleum. Important factors could cause actual results to differ materially from those indicated or implied by forward-looking statements such as those contained in documents we have filed with the United States (“U.S.”) Securities and Exchange Commission (the “SEC”), including this Report in Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” our Annual Report on Form 10-K for the year ended December 31, ~~2022~~2023 (our ~~“2022~~“2023 Annual Report”), including Item 1A. “Risk Factors” of our ~~2022~~2023 Annual Report and subsequent reports on Form 10-Q. All forward-looking statements in this Report are qualified entirely by the cautionary statements included in this Report and such other filings. These risks and uncertainties or other important factors could cause actual results to differ materially from results expressed or implied by forward-looking statements contained in this Report. These forward-looking statements speak only as of the date of this Report. We undertake no intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, and readers should not rely on the forward-looking statements as representing the Company’s views as of any date subsequent to the date of the filing of this Report.

Unless the context requires otherwise, in this Report the terms “Gevo”, “we,” “us,” “our” and the “Company” refer to Gevo, Inc. and its wholly owned, direct and indirect subsidiaries.

The following discussion should be read in conjunction with our unaudited consolidated financial statements and the related notes and other financial information appearing elsewhere in this Report. Readers are also urged to carefully review and consider the various disclosures made by us which attempt to advise interested parties of the factors which affect our business, including, without limitation, the disclosures in our ~~2022~~2023 Annual Report.

Table of Contents

Company Overview

~~Gevo, Inc. (Nasdaq: GEVO),~~We are a ~~Delaware corporation founded in 2005, is a~~ growth-oriented, carbon abatement company with the mission of solving greenhouse gas emissions for those sectors of the transportation industry that are not amenable to electrification or hydrogen. We believe that the market size for hydrocarbon fuels will continue to remain significant in the long-term even with the rapid adoption of electric vehicles and hydrogen technologies.

~~Table of Contents~~

We are focused on transforming renewable energy into energy-dense liquid hydrocarbons that can be used as renewable fuels, such as ~~SAF,~~sustainable aviation fuel (“SAF”), with the potential to achieve a “net-zero” greenhouse gas (“GHG”) footprint. We believe that this addresses the global need of reducing GHG emissions with “drop in” sustainable alternatives to petroleum fuels. We use the Argonne National Laboratory’s Greenhouse gases, Regulated Emissions, and Energy use in Transportation model (the “GREET Model”) to measure, predict and verify GHG emissions across the ~~life-cycle~~life cycle of our products. ~~Our~~The “net-zero” concept means ~~the production of drop-in hydrocarbon fuels and chemicals~~Gevo expects that by using sustainably grown ~~feedstocks~~feedstock (e.g., low till, no-till and dry corn ~~cultivation, or other carbohydrate sources)~~cultivation), renewable and substantially decarbonized energy sources, ~~and process technologies to lower GHG emissions, resulting in~~drop-in hydrocarbon fuels can be produced that have a net-zero, ~~carbon footprint from the~~ full life cycle ~~of the fuel~~footprint measured from the capture of renewable carbon through the burning of the fuel.

Our primary market focus, given current demand and growing customer interest, is hydrocarbon fuels, and SAF in particular. We believe wethat SAF from carbohydrates to alcohol is the most economically viable approach for carbon abatement. We also have commercial opportunities for other renewable hydrocarbon products, such as RNG; hydrocarbons for gasoline blendstocks and diesel fuel; ingredients for the chemical industry, such as ethylene and butenes; plastics and materials; and other chemicals. Global fuel consumption by commercial airlines continues to remain strong. Global fuel consumption by commercial airlines continues to remain strong, with global fuel consumption ~~at more than 100 MGPY~~of approximately 86 billion gallons per year in 2023, and growing.

~~We believe that there is a growing and significant market demand for SAF production generally based on a number of factors, including:~~

●

Air transportation is considered to be a hard to decarbonize segment by governments, the airlines, and others. De-fossilized jet fuel, meaning jet fuel but with a low GHG emission footprint, is expected to be important to achieve the decarbonization of the segment. The International Air Transport Association (“IATA”) 77th Annual General Meeting approved a resolution for the global air transport industry to achieve net-zero carbon emissions by the year 2050. IATA has 302 airline members, including Alaska Airlines, American Airlines, Delta Air Lines, FedEx Express, United Airlines and UPS Airlines. IATA predicts that SAF is crucial to meeting its decarbonization goals.

●

The Biden administration launched a new Sustainable Aviation Fuel Grand Challenge (the “Challenge”) to meet the demand for SAF by working with stakeholders to reduce costs, enhance sustainability, and expand production and use of SAF which achieve a minimum of a 50% reduction in life cycle GHGs compared to conventional fuel. In addition, the Challenge will adopt the goal of supplying at least 3 billion gallons of SAF per year by 2030 and, by 2050, sufficient SAF to meet 100% of aviation fuel demand, which is currently projected to be around 35 billion gallons per year.

●

Delta Air Lines committed to spending $1 billion through 2030 with an objective of mitigating emissions from its global business going forward. Delta will invest in innovation, advancing clean air travel technologies, accelerating the reduction of carbon emissions and waste, and establishing new projects to mitigate the balance of emissions.

●

~~The~~ ~~one~~~~world®~~ ~~alliance committed to a target of 10% SAF use across the alliance by 2030 and plans to reach net-zero emissions by 2050.~~

●

The World Economic Forum’s Clean Skies for Tomorrow Coalition, a group of airlines, airports, fuel suppliers and other industry stakeholders working to advance the transition to net-zero flying, has announced a joint goal to achieve a blend of 10% SAF in global jet fuel by 2050.

We believe that we possess the ability to convert various carbohydrate feedstocks through a fermentation process into alcohols and then transform the alcohols into renewable fuels and materials, through a combination of licensing of technology and engineering from third parties, and our own proprietary technology, know-how, and engineering. While we expect our major capital deployments to focus on the production of SAF, we recognize there are opportunities to operate in several different renewable fuels and materials markets and we will pursue those opportunities when appropriate based on customer interest, access to capital, and expected investment returns.

~~Table of Contents~~

Our SAF production process uses carbohydrates as a feedstock. Carbohydrates are plant matter that result from photosynthesis. Photosynthesis is the natural process by which carbon dioxide is captured from the air by plants. The carbon in carbohydrates is renewable because its source is carbon dioxide from the atmosphere. The carbohydrates are fermented to produce alcohol-based intermediate products (e.g., ethanol or isobutanol). The alcohol-based intermediates are then chemically processed to make renewable hydrocarbons. To achieve net-zero carbon intensity (“CI”) across the whole life cycle of the products, we believe:

●

~~carbohydrates with a low CI score should be used in production;~~

●

~~the energy (electricity and heat source) used in production must be de-fossilized; and~~

●

~~the products cannot contain fossil-based carbon.~~

We believe sustainably grown industrial field corn (e.g., corn that is grown with precision agricultural techniques and low-till or no till cultivation to conserve nutrients, prevent water runoff, and erosion) is the best feedstock to commercialize for SAF initially because:

●

it produces a significant amount of protein and vegetable oil for nutritional products on a per acre basis while also producing an abundance of low CI carbohydrates that can be captured and used as a feedstock for fuels and chemicals;

●

~~the protein and oil that are produced can be easily separated and sold as co-products into the food chain markets. The protein and oil revenue serves to offset the cost of the corn feedstock;~~

●

we believe the carbon footprint of growing corn can be negative, according to calculations completed with the GREET Model, when a full suite of climate-smart agricultural practices is employed on appropriate acres of cropland;

●

~~we believe the corn can achieve lower CI scores when grown with climate-smart agricultural techniques than waste raw materials or wood; and~~

●

~~we believe that residual carbohydrates from corn are the lowest cost carbohydrates available as a renewable raw material, and the production is proven and scalable.~~

We believe utilizing sustainable agriculture practices to help solve GHG problems is a breakthrough that addresses the problem of GHGs without compromising sustainability or food supply. We also believe that it will be possible to create an incentive structure that rewards farmers to lower the CI score of their agricultural products and create a cycle of continuous improvement to their overall sustainability footprint.Project Updates

Net-Zero ~~Projects~~

~~In early 2021, we announced the~~Projects. Our concept of “Net-Zero Projects” asis a series of planned facilities to produce energy dense liquid hydrocarbons using renewable energy and our proprietary technology.

Our initial Net-Zero Project, Net-Zero 1 (“NZ1”), is expected to be located in Lake Preston, South Dakota, and is being currently designed to produce approximately 65 million gallons per year (“MGPY”) of total hydrocarbon volumes, including 60 MGPY of SAF, which would fulfill part of our approximately ~~400~~350 MGPY of SAF and hydrocarbon supply agreements. The liquid hydrocarbons, when burned, are expected to have a “net-zero” GHG footprint. Along with the hydrocarbons, NZ1 is expected to produce approximately ~~1,390 million pounds~~695,000 tons per year of high-value protein products for use in the food chain and more than 34 million pounds per year of corn oil. Our products will be produced in three steps: the first step is milling the corn to produce the carbohydrates needed for the production of SAF while simultaneously enabling the production of protein and oil; the second step produces alcohols using carbohydrate-based fermentation; and the third step is the conversion of the alcohols into hydrocarbons.

We work with several technology, design and equipment partners, most notably Fluid Quip Technologies (“FQT”), Axens North America, Inc. (“Axens”), and PRAJ Industries Limited (“Praj”). FQT and Axens provide area operation designs which have been incorporated into Gevo’s proprietary overall design of low carbon intensity (“CI”) carbohydrate-to-hydrocarbon plants, such as our NZ1 plant. Praj is working with us on the proprietary design and construction of prefabricated process modules for our plants. Our partners are working with us on proprietary process designs that have the potential to lower capital and future operating costs. The advantage of utilizing FQT and Axens for our operation and related process designs, which are proven in other applications, is that we believe we have chosen technology which is substantially de-risked.

We have substantially completed the engineering design on our NZ1 project and are proceeding with detailed engineering and modularization design. We are refining the project cost estimates with engineering, procurement, and construction (“EPC”) partners to identify opportunities to reduce and negotiate the cost. After which, we expect to sign a lump-sum, fixed price agreement for the EPC to build and deliver the plant. The current detailed engineering work is focused on increasing the modularization of component parts on the NZ1 plant design, with the goal to build the process equipment into modules at a factory, then assemble onsite. This will enable us to minimize specialized field work typical in plant construction of this type, lower the risk and costs, as well as provide better access to skilled labor. Increasing the modularization of the plant design is expected to reduce our spend in advance of securing third-party equity and debt financing for NZ1 and increase the certainty of the construction schedule for those counterparties.

2627

Table of Contents

We ~~believe~~currently expect to finance the construction of NZ1 at the subsidiary level using a combination of Company equity and third-party capital, to include non-recourse debt. In January 2024, the Company announced that ~~by using known commercial technologies,~~it expected to spend approximately $125.0 – $175.0 million from January 2024 until the ~~project execution~~financial close of NZ1. The Company has further refined and ~~operational risk is substantially decreased. Gevo is adapting process technology from Axens North America, Inc. (“Axens”), Fluid Quip Technologies, LLC (“Fluid Quip”),~~updated its estimates and ~~PRAJ Industries Limited (“PRAJ”), among others~~now projects a range of $90.0 – $125.0 million to ~~design proprietary production facilities~~be spent on NZ1 between January 2024 and the financial close of NZ1. Of that ~~efficiently convert biobased alcohols to hydrocarbons with a low carbon footprint. Gevo~~expected spend, the Company has ~~the know-how, engineering, and overall systems design approach, which represents strong intellectual property for our Net-Zero Projects. Gevo owns its Net-Zero plant designs and engineering.~~

The Axens process steps were chosen because their ethanol-to-hydrocarbon technology is commercially proven in petrochemical refineries and they have extensive commercial experience licensing various technologies and providing operational support to the petrochemical industry. We have an exclusive licensespent approximately $17.0 million in the ~~U.S.~~first quarter of 2024. Cash distributions from ~~Axens~~future NZ1 earnings would be proportionate to ~~the process technology steps that convert ethanol into jet fuel, diesel fuel,~~Gevo’s ownership in NZ1 under this expected financing structure. The use of project debt and ~~naptha. Axens will also provide certain technology guarantees~~third-party equity allows us to conserve capital for ~~the process steps related~~use on other growth projects. We expect to ~~their unit operations. The fermentation side of the integrated~~apply similar development and financing strategies to future Net-Zero Projects ~~is being engineered with Fluid Quip and PRAJ, who have extensive experience in fermentation and agriculture-based facilities. Gevo has extensive intellectual property~~ to ~~reduce~~grow our SAF production to meet the ~~CI scores in these Net-Zero processes.~~demand for SAF.

~~The NZ1 project development is proceeding with value engineering, detailed engineering, and modularization design and capital costs updates. Based on current information, the installed cost~~In order to achieve full construction financing for NZ1, ~~is currently forecasted~~we need to ~~be approximately $850 million, excluding certain contingencies~~secure third-party equity and ~~financing costs.~~debt. Upon receiving an invitation from the U.S. Department of Energy (“DOE”), we submitted a Part II Application for a DOE loan guarantee for a direct lending from the Federal Financing Bank. ~~This DOE guarantee lending facility is expected to offer the lowest cost of debt for the project.~~In August 2023, Gevo ~~has been~~was invited to enter the due diligence and ~~term sheet negotiation~~underwriting phases with ~~DOE.~~

~~We currently expect to finance~~ the construction of NZ1 at the subsidiary level using a combination of our own capital and third-party capital. The Company expects to retain a carried equity interest in the project and may invest equity in the project using the proceeds from the reimbursement of the Company’s NZ1 development expenditures. Cash distributions from future NZ1 earnings would be proportionate to Gevo’s minority ownership in NZ1 under this expected financing structure which would allow us to conserve and redeploy our capital on other growth projects, including our Net-Zero 2 project (“NZ2”). We currently expect to apply similar development and financing approaches to NZ2 and future Net-Zero Projects to enable growth of SAF production to meet demand for SAF.

~~In order to achieve full construction financing for NZ1, we need to secure third-party equity and debt.~~DOE. Given the current interest rate environment and general macroeconomic conditions, a DOE-guaranteed loan is expected to be our most attractive debt ~~option.~~option and offer the lowest cost of debt for the project. We expect that obtaining a DOE-guaranteed loan will have the benefit of reducing the overall amount of equity required to finance NZ1 and should result in higher project equity returns for investors which should increase the likelihood of Gevo successfully financing NZ1. ~~However, the~~The DOE loan application process is ~~expected~~targeted to ~~carry into~~be complete in 2024. We expect that our NZ1 plant start-up date will occur twenty-four to thirty months after the NZ1 financing ~~of NZ1~~ closes, the timing of which is uncertain. In parallel with the DOE-guaranteed loan process, we continue to explore debt financing for NZ1 without the benefit of the DOE-guaranteed loan.

We are doing extra engineering work on the NZ1 plant design with a focus on increasing the modularization of its component parts. This means that we expect that the process equipment would be built into modules at a factory, then the modules would be assembled onsite at NZ1, with the goal of minimizing specialized field work typical in plant construction of this type. This approach is expectedalso working to ~~help de-risk the cost of, and~~secure access to ~~skilled labor~~carbon capture and sequestration at the site and reduce the supply chain constrictions for some of our long-lead equipment. Increasing the modularization of the plant design is also expected to reduce our spend in advance of securing a third-party equity investor in NZ1.site.

We are evaluating and performing early site development work at several sites in the U.S. for ~~our second Net-Zero Project, NZ2.~~other greenfield sites. These sites include several ~~greenfield~~ locations that are particularly advantageous in terms of potential economics, opportunities to decarbonize, and time to market. In addition, we are pursuing potential Net-Zero Projects with several existing ethanol plant sites. Existing ethanol plants need to be decarbonized with renewable energy or de-fossilized energy and/or carbon sequestration. Gevo has developed a preferred list of potential partners and sites with decarbonization in mind and is engaged in preliminary feasibility and development discussions with several of these potential partners. We plan to give priority to existing industrial plant sites that have attractive potential economics and high predictability of timeline for decarbonization.

~~Table of Contents~~

Renewable Natural Gas ~~Facilities~~

~~We are developing~~Project. The RNG and biogas projects to generate incremental profit and to create a long-term option to potentially supply RNG to our Net-Zero Projects as part of our long-term strategy to decarbonize SAF and other hydrocarbon fuels.

We developed and constructed our first RNG facilities in northwest Iowa in 2022. Animal manure is digested anaerobically to produce RNG. RNG has value in markets such as California as well as in our hydrocarbon production process by helping us achieve carbon negative GHG emissions on our renewable hydrocarbon products. The end products resulting from such a decarbonization process have lower CI scores and increased market value, in addition to having a more positive impact on the environment. Our initial RNG project ~~Gevo NW Iowa RNG, LLC (“Gevo RNG”), was developed to generate RNG captured from dairy cow manure which is supplied by three dairies located~~ in Northwest Iowa ~~totaling over 20,000 milking cows. We financed~~(the “RNG Project”) started up and began producing and injecting initial volumes of biogas in 2022, during the ~~construction~~project’s testing and ramp-up period. In 2023, the project achieved stable production levels and surpassed our annual production target of 310,000 million British thermal units (“MMBtu”). In addition, we completed an expansion to the Gevo RNG project in April 2021 with the $68,155,000 of Solid Waste Facility Revenue Bonds (Gevo NW Iowa RNG, LLC Renewable Natural Gas Project), Series 2021 (Green Bonds) (the “2021 Bonds”) issued by the Iowa Finance Authority in a public offering for the benefit of Gevo RNG and we commenced construction in April 2021. See Note 13 to ~~the Consolidated Financial Statements for further detail.~~

The Gevo RNG project started up in and began producing biogas in the first quarter of 2022 and began injecting RNG into an interconnected natural gas pipeline in the second quarter of 2022. Gevo RNG expects to produce about 300,000 MMBtu in 2023. Gevo is in the process of incrementally expanding the Gevo RNG project’s full annualized rate of productionincrease its annual design capacity from 355,000 MMBtu to 400,000 ~~MMBtu by~~MMBtu.

Gevo’s revenue from the ~~end~~RNG Project stems from sales of ~~2023.~~

RNG and from the environmental attributes associated with its RNG sales, including the attributes available from California’s Low Carbon Fuel Standard (“LCFS”) program and the U.S. Environmental Protection Agency (“EPA”) Renewable Fuels Standard (“RFS”) program (“RFS Program”) to receive renewable identification numbers (“RINs”). Gevo was granted registration approval by the EPA in 2022, allowing us to participate in ~~its Renewable Fuel Standard~~the RFS Program ~~(“RFS Program”)~~ to receive ~~renewable identification numbers (“RINs”).~~ RINs.

During the first quarter of 2023, we received approval for a temporary pathway under California’s ~~Low Carbon Fuel Standard (“LCFS”)~~LCFS program. We continue to realize substantial sales for our environmental attributes ~~for~~of both ~~LCFS’s~~LCFS credits and RINs ~~in 2023.~~throughout 2023 and into 2024.

We believe the trust and reputation we have attained in the RNG industry, in combination with our understanding of the various and complex environmental attributes, gives us a competitive advantage. We intend to leverage our relationships to identify and execute new project opportunities. Typically, new development opportunities come from our existing relationships with dairy owners who value our reputation in the industry.

We exercise financial discipline in pursuing projects by targeting attractive risk-adjusted project returns, whether selling RNG into the markets or using it to lower CI scores at our Net-Zero Projects. We will monitor biogas supply availability across our portfolio and seek to maximize our production by expanding operations when economically feasible.

~~Verity~~

Verity.It is critical that we can prove the CIcarbon abatement of our products, ensuring that these values are accurate and auditable. The mission of Verity (“Verity”)~~, including Verity Tracking and Verity Carbon Solutions,~~ is to document CI and other sustainability attributes and ~~then~~ apply ~~Distributed Ledger Technology, commonly referred to as the blockchain,~~proprietary distributed ledger technology to create aan immutable and reliable track record of the products throughout the entire business system. Verity ~~would start from~~starts by calculating ~~carbon intensity~~the CI of feedstocks from high-quality data collected at the farm and field level. We plan to track these feedstocks through the production at our plants where we intend to use a mix of renewable electricity, biogas, renewable hydrogen and other potentially decarbonized energy sources in production. The CI data ~~would~~will then be combined to deliver a comprehensive CI reduction in a finished renewable fuel. The resulting CI reduction value has potential to be quantified ~~sold and/or traded~~as a digital asset and monetized in ~~voluntary or~~carbon markets and provide compliance ~~carbon markets~~needs for tax incentives while preventing double-counting. We believe that in the future, regenerative agricultural practices have the potential to sequester large quantities of ~~CO2 as~~ soil organic ~~carbon.~~carbon while improving soil health.

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There is increasing regulatory and stakeholder pressure on global corporations to lower emissions with a high degree of trust and transparency. These trends are driving demand for carbon credits, giving rise to two sets of markets, the regulated compliance carbon market and the unregulated voluntary carbon market, both of which could grow meaningfully in the coming decades. The total value of major compliance carbon markets was approximately $950 billion in 2023, according to Reuters. Verity intends to document and account for ~~that capture~~carbon abatement in conjunction with scientifically supported measurement techniques. The potential for Verity is broad and could be applicable to tracking the CI of various items beyond Gevo’s internal businesses, including, but not limited to, renewable fuels, food, feed and industrial products through ~~the entire~~their respective business ~~system~~systems and value ~~chain.~~chains. Our robust scientific measurement, reporting, and verification plan and approach is expected to provide a high-quality credit that should meet regulated compliance and unregulated carbon markets.

In March 2023, we entered into a joint development framework agreement with Southwest Iowa Renewable ~~Energy and~~Energy; in August 2023, we entered into a joint development framework agreement with a second ethanol producer in the ~~Midwest~~midwestern U.S. that has over 100 million gallons of ~~capacity.~~capacity; and in October 2023, we entered into an agreement with a third ethanol producer in the southwestern U.S. These agreements include commercial terms and profit-sharing frameworks. As we grow Verity as an externally facing business, we are working to sign up additional ethanol and biofuel customers. Each of these agreements ~~which~~ will focus on implementing Verity technology and developing the market for carbon ~~inset~~ credits to help farmers and biofuel producers quantify the CI reductions for their products.

~~Table of Contents~~

During the second quarter of 2023, we launched the Verity Tracking ~~Grower System Platform~~platform (the “Platform”) with farmers in the Lake Preston, South Dakota area who participated in our 2022 grower program. In its initial release, the Platform allows the ~~grower~~ users to measure, report, verify, and view the CI scores at both the farm average and field-by-field levels. The Platform provides insights into the contributors and removers behind the CI, helping ~~growers~~users to understand the factors that drive differences in CI performance between fields. Users can also compare their scores with the U.S. national average calculated by the GREET model.

Key Verity project highlights include:

●

Development began in 2020 as a value-added services for our SAF production;

●

Three ethanol producer customers contracted, and growing;

●

Current customers comprise 2% of the total U.S. ethanol market or more than 300 million gallons per year;

●

100% farmer retention in the grower program comprising 65,000 acres and growing;

●

Initiated first privately sponsored growers program for a biofuel client in the midwestern U.S.;

●

Signed Letter of Intent with third party engine technology provider to develop carbon instruments that represent improved environmental performance; and

●

Capital light, fee-based, industry agnostic business.

U.S. Department of Agriculture. In September 2023, we executed a Notice of Grant and Agreement Award with the U.S. Department of Agriculture (“USDA”) for a Partnerships for Climate-Smart Commodities grant of up to $30.0 million for Gevo’s Climate-Smart Farm-to-Flight Program (the “USDA Grant”), with project activity beginning during the 2023 crop year. The project expects to create critical structural climate-smart market incentives for low CI corn and to accelerate the production of SAF to reduce dependency on fossil-based fuels. In addition, this program will help provide support and incentive payments for farmers to produce, measure, report and verify low CI corn using climate smart agricultural practices, as well as accelerate development of the low-CI corn supply chain for low-carbon ethanol and SAF.

During the three months ended March 31, 2024, the Company incurred $0.7 million of costs under the USDA Grant, which are included in Project development costs in the Consolidated Statement of Operations. During the three months ended March 31, 2024, the Company recognized $0.8 million of amounts received, included in Project development costs in the Consolidated Statement of Operations, which represent reimbursements for prior periods. The Company expects to be reimbursed for all expended eligible costs not yet reimbursed by the USDA Grant in future periods.

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LG Chem Agreement. In April 2023, we entered into a joint development agreement with LG Chem, Ltd. (“LG Chem”) a leading global chemical company to develop bio-propylene for renewable chemicals using our Ethanol-to-Olefins (“ETO”) technology. Gevo’s proprietary ETO technology can target carbon neutral or carbon negative drop-in replacements for traditional petroleum-based building blocks called olefins, including bio-propylene, which can be used for renewable chemicals or fuels including sustainable aviation fuel. These plant-based, renewable olefins would be derived from atmospheric CO2 captured through photosynthesis and are expected to deliver the same performance in final products on the market today. Under the terms of the agreement, we will provide the core enabling technology we have developed for renewable olefins to be produced from low-carbon ethanol and will collaborate with LG Chem to accelerate the pilot research, technical scale-up, and commercialization of bio-propylene. LG Chem is expected to bear all scale-up costs for chemicals and make certain payments to Gevo. In the second quarter of 2023, we received $1.1 million, net of foreign taxes of $0.2 million, and we expect to receive an additional $1.2 million through 2025 to help defray costs associated with the joint development efforts. In addition, LG Chem agreed to make certain payments to us upon commencement of commercialization as follows:

●

$5.0 million upon commencement of commercialization, to be paid ratably over a period of five years.

●

1% royalty on net sales for the first production facility beginning six years from commercial operation.

●

1% royalty on net sales for all subsequent production facilities upon commencement of operations.

In April 2024, the Company met the second milestone under the joint development agreement, and expects to receive $0.8 million, net of foreign taxes of $0.1 million, during the second quarter of 2024.

Luverne ~~Facility~~

Facility. In 2022, the activities at our Luverne Facility were transitioned to care and maintenance, market development, and customer education, as we shifted focus to our Net Zero Projects. The workforce adjustment which resulted allowed us to retain key personnel and redeploy some resources to our NZ1 and RNG projects to provide valuable knowledge and experience for the future strategic growth of the Company. The Luverne Facility is well equipped and positioned as a development site as it provides a unique opportunity to showcase our decarbonization and business systems and raise awareness ~~for~~with future partnerships, investors, and local communities, even though operations at the site have been minimized. Future operations, if any, will be tailored to support a focus on advancing our technology, testing, optimizing alternative feedstocks and yeast strains, and unit operations as well as partnership development for fuels and specialty chemicals with integrated solutions for GHG reductions.

~~Axens Master Framework Agreement and Technology Access Agreement~~

On May 5, 2023, Gevo entered into a Side Agreement (“Side Agreement”) with Axens in connection with a Master Framework Agreement for Ethanol to Jet Collaboration (“MFA”), dated September 22, 2021 pursuant to which Axens agreed to exclusively provide to Gevo certain engineering, license rights, catalyst supply, technical assistance and proprietary reactor for use in certain processes (collectively, “Services”) in the conversion of ethanol to hydrocarbons fuels via dehydration, oligomerization, and saturation in the Exclusive Field (as defined in the MFA) and the Exclusive Territory (as defined in the MFA) for the purpose of the production of renewable hydrocarbons, including gasoline, diesel, and jet fuel in exchange for payment by Gevo of an annual exclusivity fee and use of the Services. The term of the MFA and exclusivity thereunder are for a period beginning on the effective date of the agreement and ending on December 22, 2023, unless automatically extended for up to two years if certain conditions are met or if Gevo and Axens otherwise agree to extend the exclusivity period.

The Side Agreement modifies the exclusivity provisions contained in the MFA. The parties carved-out exceptions to the Exclusive Territory in certain areas of the Midwest for (i) an ethanol wet mill facility in Decatur, Illinois, (ii) a dry mill in Cedar Rapids, Iowa, and (iii) a dry mill and co-generation plant in Columbus, Nebraska (“Modified Territory”). Within the Modified Territory, Axens is permitted to provide certain services and grant certain licenses relating to the conversion of ethanol to hydrocarbons fuels via dehydration, oligomerization, and saturation to Phillips 66 Company (“P66”), Archer-Daniels-Midland Company (“ADM” and, together with P66, the “Potential Partners”), or a joint venture entity between ADM and P66 (the “JV”). The Side Agreement became effective on May 5, 2023 and will continue with full force and effect until the exclusivity contemplated under the MFA is suspended or is terminated.

In connection with the Side Agreement, and as consideration for Gevo to share Axens’ technology with P66 and ADM in the Modified Territory, Gevo, P66 and ADM entered into a Technology Access Agreement, dated as of May 5, 2023 (the “TAA”). As consideration for Gevo entering into the TAA and the Side Agreement, the Potential Partners shall cause the applicable JV to pay Gevo certain milestone payments in connection with the development and production of the hydrocarbon fuel expected to equal to $50 million if all milestones are achieved. Additionally, the Potential Partners will cause the applicable JV to make royalty payments to Gevo on such renewable hydrocarbons produced during a certain period (subject to a cap) and described in the TAA. The royalty payments are expected to equal at least $75 million if certain conditions and production milestones are achieved.

If the Potential Partners determine not to utilize any of the Services and license the Axens processes in connection with such facilities owned by the JV, the Potential Partners may jointly agree to terminate the TAA. Pursuant to the terms of the TAA, no payments shall be due to Gevo by or on behalf of P66, ADM, any JV or any affiliate of P66, ADM or any JV (i) under or in connection with the TAA if, for any or no reason, no milestone is met or (ii) for a particular milestone if, for any or no reason, such milestone is not met.

~~Table of Contents~~

The TAA became effective on May 5, 2023 and continues with full force and effect unless certain development milestones have not been reached, or unless earlier terminated as jointly determined by the Potential Partners. The TAA will also terminate upon the occurrence of a material breach by the non-terminating party that is not cured within 30 days following written notice or certain insolvency events, or if the MFA is terminated or Gevo otherwise loses its exclusive rights to the Services in the United States. If the TAA is terminated, any milestone payments or royalty payments not previously earned prior to termination as described above would not be paid to Gevo.

~~Other Developments~~

~~LG Chem Agreement~~. In April 2023, Gevo entered into a joint development agreement with LG Chem, Ltd. (“LG Chem”) a leading global chemical company to develop bio-propylene for renewable chemicals using Gevo’s Ethanol-to-Olefins (“ETO”) technology. Gevo’s proprietary ETO technology can target carbon neutral or carbon negative drop-in replacements for traditional petroleum-based building blocks called olefins, including bio-propylene, that can be used for renewable chemicals or fuels including sustainable aviation fuel. These plant-based, renewable olefins would be derived from atmospheric CO2 captured through photosynthesis and are expected to deliver the same performance in final products on the market today. Under the terms of the agreement, Gevo will provide the core enabling technology it has developed for renewable olefins to be produced from low-carbon ethanol and together the parties will collaborate to accelerate the pilot research, technical scale-up, and commercialization of bio-propylene. LG Chem is expected to bear all scale-up costs for chemicals and make certain payments to Gevo. Gevo received $1.1 million, net of foreign taxes of $0.2 million, in the second quarter of 2023 under the agreement, and expects to receive an additional $1.2 million over the next two years to help defray costs associated with the joint development efforts. In addition, LG Chem agreed to make certain payments to Gevo upon commencement of commercialization as follows:

●

~~$5 million upon commencement of commercialization, to be paid ratably over a period of five years~~

●

~~1% royalty on Net Sales for the first production facility beginning six years from commercial operation~~

●

~~1% royalty on Net Sales for all subsequent production facilities upon commencement of operations~~

~~U.S. Department of Agriculture.~~ In September 2022, the U.S. Department of Agriculture tentatively selected Gevo’s Climate-Smart Farm to Flight proposal for funding with an award ceiling of up to $30 million, subject to negotiation of definitive award agreements in the coming months. The project aims to create critical structural climate-smart market incentives for low CI corn as well as to accelerate the production of SAF to reduce the sector’s dependency on fossil-based fuels. In addition, this program will help provide support and incentive payments for farmers to produce, measure, report and verify low CI corn using climate smart agricultural practices, as well as accelerate development of the low-CI corn supply chain for low-carbon ethanol and SAF. We continue to ~~move through~~evaluate incentive opportunities recently introduced by the ~~USDA process and~~Inflation Reduction Act, which may positively impact the future economics of our operation at Luverne.

Nasdaq Listing Rules Compliance

On February 29, 2024, we ~~recently~~ received ~~a Notice~~notice from Nasdaq that we were not in compliance with Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Price Requirement”), as the minimum bid price of ~~Grant and Agreement Award from the USDA. We expect to complete the agreement in the third quarter of 2023 with project activity beginning~~our common stock had been below $1.00 per share for the ~~2023 crop year.~~previous 30 consecutive business days. We have 180 calendar days, or until August 27, 2024, to regain compliance with the Minimum Bid Price Requirement. To regain compliance, the minimum bid price of our common stock must meet or exceed $1.00 per share for a minimum of ten consecutive business days during the compliance period. In the event we do not regain compliance with the Minimum Bid Price Requirement by August 27, 2024, we may be eligible for an additional 180-calendar day compliance period. Our failure to regain compliance during the compliance period, and additional compliance period, if any, could result in delisting.

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Key Operating Metrics

Total operating revenues reflect both sales of RNG and sales of related environmental attributes. As a result, our revenues are primarily affected by RNG production volume, generation of environmental attributes, and the average realized prices for such products. The following table summarizes ~~the~~our RNG Segment key operating metrics, ~~specifically for the Renewable Natural Gas Segment,~~ which we use to measure performance:

Three Months Ended

Three Months Ended

June 30,

March 31,

(in thousands, unless otherwise indicated)

2023

2023

Change

Change %

Revenues









Natural gas commodity

$
140

$
130

$
10

8
%
Natural gas environmental attributes - RINs

1,814

2,730

(916)

(34)
%
Natural gas environmental attributes - LCFS

963

803

160

20
%
Total revenues

$
2,917

$
3,663

$
(746)

Production expenses ⁽¹⁾

$
3,709

$
3,885

$
(176)

(5)
%
RNG metrics









RNG production volumes (MMBtu)

78

64

14

22
%
Plus: prior period RNG volumes dispensed in current period

64

116

(52)

(45)
%
Less: RNG production volumes not dispensed

(51)

(64)

13

(20)
%
Total RNG volumes available for RIN and LCFS generation ⁽²⁾

91

116

(25)

RIN Metrics









RIN generation ⁽³⁾

1,059

1,356

(297)

(22)
%
Plus: Prior period RINs

—

—

—

—
%
Total RINs available for sale

1,059

1,356

(297)

(22)
%
Less: RINs sold

(1,059)

(1,356)

297

(22)
%
RIN inventory

—

—

—

RNG volumes not dispensed for RINs (MMBtu) ⁽⁴⁾

51

64

(13)

(20)
%
Average realized RIN price ⁽⁵⁾

$
1.71

$
2.01

$
(0.30)

(15)
%
LCFS metrics









LCFS generation ⁽⁶⁾

18

14

4

29
%
Less: LCFS sold

(18)

(14)

(4)

29
%
LCFS inventory

—

—

—

RNG volumes not dispensed for LCFS (MMBtu)

51

64

(13)

(20)
%
Average realized LCFS price ⁽⁵⁾

$
54.71

$
55.36

$
(0.65)

(1)
%


	Three Months Ended March 31,
(in thousands, unless otherwise indicated)	2024		2023		Change		Change %
Operating revenues
Renewable natural gas	$	219	$	130	$	89	68	%
Environmental attributes - RINs		2,637		2,730		(93)	(3)	%
Environmental attributes - LCFS		1,134		803		331	41	%
Total operating revenues	$	3,990	$	3,663	$	327
Cost of production ⁽¹⁾	$	2,587	$	4,373	$	(1,786)	(41)	%
RNG metrics
RNG production volumes (MMBtu)		89		64		25	39	%
Plus: prior period RNG volumes dispensed in current period		34		116		(82)	(71)	%
Less: RNG production volumes not dispensed		(34)		(64)		30	(47)	%
Total RNG volumes available for RIN and LCFS generation ⁽²⁾		89		116		(27)	(23)	%
RIN metrics
RIN generation ⁽³⁾		1,039		1,356		(317)	(23)	%
Plus: prior period RINs		—		—		—	—	%
Total RINs available for sale		1,039		1,356		(317)	(23)	%
Less: RINs sold		(1,039)		(1,356)		317	(23)	%
RIN inventory		—		—		—
RNG volumes not dispensed for RINs (MMBtu) ⁽⁴⁾		34		64		(30)	(47)	%
Average realized RIN price ⁽⁵⁾	$	2.54	$	2.01	$	0.53	26	%
LCFS metrics
LCFS generation ⁽⁶⁾		20		14		6	43	%
Less: LCFS sold		(20)		(14)		(6)	43	%
LCFS inventory		—		—		—
RNG volumes not dispensed for LCFS (MMBtu)		34		64		(30)	(47)	%
Average realized LCFS price ⁽⁵⁾	$	57.29	$	55.36	$	1.93	3	%

(1)	~~Higher~~The higher per unit cost reflects lower production volumes during the commissioning and ramp-up ~~period~~phase, which ~~can take up to 12 months or longer.~~

~~(2)~~

~~Represents gas production which has not been dispensed to generate RINs and LCFS.~~

~~(3)~~

~~RINs are generally generated in~~was substantially completed by the ~~month following the gas being dispensed.~~

~~(4)~~

~~One MMBtu~~end of ~~RNG has approximately the same energy content as 11.727 gallons of ethanol, and thus may generate 11.727 RINs under the RFS Program.~~

~~(5)~~

~~Realized prices for environmental attributes are net of third-party commissions and thus do not correspond directly to index prices.~~

~~(6)~~

~~LCFS credits are generally generated in the calendar quarter following the gas being dispensed.~~

~~Table of Contents~~

Six Months Ended

Six Months Ended

June 30,

December 31,

(in thousands, unless otherwise indicated)

2023

2022

Change

Change %

Revenues









Natural gas commodity

$
270

$
640

$
(370)

(58)
%
Natural gas environmental attributes - RINs

4,544

214

4,330

2,023
%
Natural gas environmental attributes - LCFS

1,766

—

1,766

100
%
Total revenues

$
6,580

$
854

$
5,726

Production expenses ⁽¹⁾

$
7,594

$
4,044

$
3,550

88
%
RNG metrics









RNG production volumes (MMBtu)

142

125

17

14
%
Plus: prior period RNG volumes dispensed in current period

116

—

116

100
%
Less: RNG production volumes not dispensed

(51)

(116)

65

(56)
%
Total RNG volumes available for RIN and LCFS generation ⁽²⁾

207

9

198

RIN Metrics









RIN generation ⁽³⁾

2,415

101

2,314

2,291
%
Plus: Prior period RINs

—

—

—

—
%
Total RINs available for sale

2,415

101

2,314

2,291
%
Less: RINs sold

(2,415)

(101)

(2,314)

2,291
%
RIN inventory

—

—

—

RNG volumes not dispensed for RINs (MMBtu) ⁽⁴⁾

51

116

(65)

(56)
%
Average realized RIN price ⁽⁵⁾

$
1.88

$
2.13

$
(0.25)

(12)
%
LCFS metrics









LCFS generation ⁽⁶⁾

32

—

32

100
%
Less: LCFS sold

(32)

—

(32)

100
%
LCFS inventory

—

—

—

RNG volumes not dispensed for LCFS (MMBtu)

51

116

(65)

(56)
%
Average realized LCFS price ⁽⁵⁾

$
55.00

$
—

$
55.00

100
%

~~(1)~~

~~Higher per unit cost reflects lower production volumes during the commissioning and ramp-up period which can take up to 12 months or longer.~~Q3 2023.

(2)	Represents gas production which has not been dispensed to generate RINs and LCFS.

(3)	RINs are generally generated in the month following the gas being dispensed.

(4)	One MMBtu of RNG has approximately the same energy content as 11.727 gallons of ethanol, and thus may generate 11.727 RINs under the RFS Program.

(5)	Realized prices for environmental attributes are net of third-party commissions and thus do not correspond directly to index prices.

(6)	LCFS credits are generally generated in the calendar quarter following the gas being dispensed.

3231

Table of Contents

Results of Operations

Comparison of the Three Months Ended ~~June 30,~~March 31, 2024 and 2023 ~~and 2022~~ (in thousands):

Three Months Ended June 30,







2023

2022

Change

Change %

Total operating revenues

$
4,238

$
89

$
4,149

4,662
%
Operating expenses:



Cost of production

1,931

1,834

97

5
%
Depreciation and amortization

4,754

1,474

3,280

223
%
Research and development expense

1,960

1,966

(6)

(0)
%
General and administrative expense

10,608

8,694

1,914

22
%
Project development costs

2,887

2,236

651

29
%
Facility idling costs

1,013

—

1,013

100
%
Total operating expenses

23,153

16,204

6,949

43
%
Loss from operations

(18,915)

(16,115)

(2,800)

17
%
Other income (expense)







Interest expense

(536)

(2)

(534)

26,700
%
Interest and investment income

5,038

78

4,960

6,359
%
Other income (expense), net

(7)

2,878

(2,885)

(100)
%
Total other income, net

4,495

2,954

1,541

52
%
Net loss

$
(14,420)

$
(13,161)

$
(1,259)

10
%


	Three Months Ended March 31,
	2024		2023		Change ($)		Change (%)
Total operating revenues	$	3,990	$	4,060	$	(70)	(2)	%
Operating expenses:
Cost of production		2,587		4,425		(1,838)	(42)	%
Depreciation and amortization		4,451		4,575		(124)	(3)	%
Research and development expense		1,548		1,198		350	29	%
General and administrative expense		12,150		10,761		1,389	13	%
Project development costs		5,319		2,959		2,360	80	%
Facility idling costs		1,076		999		77	8	%
Total operating expenses		27,131		24,917		2,214	9	%
Loss from operations		(23,141)		(20,857)		(2,284)	11	%
Other income (expense)
Interest expense		(542)		(539)		(3)	1	%
Interest and investment income		4,593		3,784		809	21	%
Other income (expense), net		215		(6)		221	(3,683)	%
Total other income, net		4,266		3,239		1,027	32	%
Net loss	$	(18,875)	$	(17,618)	$	(1,257)	7	%

Operating revenue. During the three months ended ~~June 30, 2023,~~March 31, 2024, operating revenue ~~increased $4.1~~decreased $0.1 million compared to the three months ended ~~June 30, 2022,~~March 31, 2023, primarily due to sales of RNG and environmental attributes from our RNG ~~Project. Sales under our RNG Project commenced in the third quarter of 2022.~~project. During the three months ended ~~June 30, 2023,~~March 31, 2024, we sold ~~77,789~~88,967 MMBtu of RNG from our RNG ~~Project,~~project, resulting in ~~biogas commodity~~RNG sales of ~~$0.1~~$0.2 million and environmental attribute sales of ~~$2.8~~$3.8 million, see Key Operating Metrics above. ~~Additionally, we recognized $1.3 million of licensing and development revenue from the agreement with LG Chem.~~

Cost of production. Cost of production ~~remained flat~~decreased $1.8 million during the three months ended ~~June 30, 2023,~~March 31, 2024, compared to the three months ended ~~June 30, 2022 Production costs in~~March 31, 2023 ~~are related~~primarily due to ~~RNG~~the production and sales ~~and lower costs~~ from ~~minimal production at~~our RNG project, which significantly increased in 2023, after the ~~Luverne Facility compared to the three months ended June 30, 2022, before it was put into care and maintenance.~~ramp-up phase.

Depreciation and amortization. Depreciation and amortization ~~increased $3.3 million~~remained consistent during the three months ended ~~June 30, 2023,~~March 31, 2024, compared to the three months ended June 30, 2022, primarily due to additional depreciation for RNG assets placed into service in 2022 and accelerated depreciation on Agri-Energy segment assets due to shorter lives stemming from the impairment assessment during the third quarter of 2022.March 31, 2023.

Research and development expense. Research and development ~~expense remained flat~~expenses increased $0.4 million during the three months ended ~~June 30, 2023,~~March 31, 2024, compared to the three months ended ~~June 30, 2022,~~March 31, 2023, primarily due to an increase ~~in patent~~of consulting expenses and personnel related costs ~~as well as lab work and supplies related~~due to ~~our ETO and other technologies, which was offset by a reduction of consulting expenses.~~additional headcount added during the period.

General and administrative expense. General and administrative expense increased ~~$1.9~~$1.4 million during the three months ended ~~June 30, 2023,~~March 31, 2024, compared to the three months ended ~~June 30, 2022,~~March 31, 2023, primarily due to support efforts for carbon sequestration initiatives, increases in ~~professional consulting fees and~~ personnel costs related to the hiring of highly qualified and skilled professionals, ~~for~~and professional consulting fees, partially offset by a decrease in stock-based compensation. On an annual basis, we assess our ~~strategic projects, including Net-Zero Projects,~~corporate cost allocation estimates across all segments to reflect the use of centralized administrative functions as well as the ~~Verity and DOE programs.~~allocation of personnel costs related to our project development efforts. Costs incurred to date have not yet been allocated to the specific growth projects on the face of our financial statements.

Project development costs. Project development costs are primarily related to our ~~future~~ Net-Zero Projects and Verity which consist primarily of employee expenses, preliminary engineering costs, and technical consulting costs. Project development costs increased ~~$0.7~~$2.4 million during the three months ended ~~June 30, 2023,~~March 31, 2024, compared to the three months ended ~~June 30, 2022,~~March 31, 2023, primarily due to patent related costs, increases in personnel costs, and consulting fees.

Facility idling costs. Facility idling costs are related to the care and maintenance of our Luverne Facility. Facility idling costs remained consistent during the three months ended March 31, 2024, compared to the three months ended March 31, 2023.

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~~Facility idling costs.~~ Facility idling costs of $1.0 million for the three months ended June 30, 2023, are due to the care and maintenance of our Luverne Facility. We plan to utilize the Luverne Facility as a development scale plant to advance our technology and operational knowledge to help us in achieving operational success as we scale up the production and delivery of hydrocarbons and chemical products for our customers and partners.

Loss from operations. ~~Our~~The Company’s loss from operations increased by ~~$2.8~~$2.3 million during the three months ended ~~June 30, 2023,~~March 31, 2024, compared to the three months ended ~~June 30, 2022,~~ March 31, 2023, primarily due to the ~~increased activities~~increase in costs for our Net-Zero ~~Projects~~ and ~~Verity. See explanations for each line item above.~~Verity projects.

Interest expense. Interest expense ~~increased $0.5 million~~remained flat during the three months ended ~~June 30, 2023,~~March 31, 2024, compared to the three months ended ~~June 30, 2022,~~March 31, 2023, and was primarily ~~due to the~~comprised of interest on the 2021 ~~Bonds, which was capitalized into construction in process during the construction phase of our RNG Project in the prior periods.~~Bonds.

Interest and investment income. Interest and investment income increased ~~$5.0~~$0.8 million during the three months ended ~~June 30, 2023,~~March 31, 2024, compared to the three months ended ~~June 30, 2022,~~March 31, 2023, primarily due to an increase in interest earned on our cash equivalent investments as a result of higher interest rates.

Other income (expense), net. Other income ~~decreased $2.9~~(expense), net increased $0.2 million for the three months ended ~~June 30, 2023,~~March 31, 2024, compared to the three months ended ~~June 30, 2022,~~March 31, 2023, primarily due to the ~~receipt~~termination of ~~$2.9 million from the US Department of Agriculture's Biofuel Producer Program in 2022.~~

~~Comparison of the Six Months Ended June 30, 2023 and 2022 (in thousands):~~

Six Months Ended June 30,







2023

2022

Change ($)

Change (%)

Total operating revenues

$
8,298

$
321

$
7,977

2,485
%
Operating expenses:







Cost of production

6,356

4,924

1,432

29
%
Depreciation and amortization

9,329

2,916

6,413

220
%
Research and development expense

3,158

3,158

—

—
%
General and administrative expense

21,369

18,061

3,308

18
%
Project development costs

5,846

3,332

2,514

75
%
Facility idling costs

2,012

—

2,012

100
%
Total operating expenses

48,070

32,391

15,679

48
%
Loss from operations

(39,772)

(32,070)

(7,702)

24
%
Other income (expense)







Interest expense

(1,075)

(4)

(1,071)

26,775
%
Interest and investment income

8,822

330

8,492

2,573
%
Other income (expense), net

(13)

2,910

(2,923)

(100)
%
Total other income, net

7,734

3,236

4,498

139
%
Net loss

$
(32,038)

$
(28,834)

$
(3,204)

11
%

~~Operating revenue.~~ ~~During the six months ended June 30, 2023, operating revenue increased $8.0 million compared to the six months ended June 30, 2022, primarily due to sales of RNG and environmental attributes from~~an agreement at our RNG Project. Sales under our RNG Project commenced in the third quarter of 2022. During the six months ended June 30, 2023, we sold 141,635 MMBtu of RNG from our RNG Project, resulting in biogas commodity sales of $0.3 million and environmental attribute sales of $6.3 million, see Key Operating Metrics above. Additionally, we recognized $1.3 million of licensing and development revenue from the agreement with LG Chem as well as $0.4 million of isooctane.

~~Cost of production.~~ Cost of production increased $1.4 million during the six months ended June 30, 2023, compared to the six months ended June 30, 2022. Production costs in 2023 are related to RNG production and sales, and lower costs from minimal production at theidled Luverne ~~Facility compared to the six months ended June 30, 2022, before it was put into care and maintenance.~~

~~Table of Contents~~

~~Depreciation and amortization.~~ Depreciation and amortization increased $6.4 million during the six months ended June 30, 2023, compared to the six months ended June 30, 2022, primarily due to additional depreciation for RNG assets placed into service in 2022 and accelerated depreciation on Agri-Energy segment assets due to shorter lives stemming from the impairment assessment during the third quarter of 2022.

~~Research and development expense.~~ Research and development expense remained flat during the six months ended June 30, 2023, compared to the six months ended June 30, 2022, primarily due to an increase in patent and personnel related costs, as well as lab work and supplies related to our ETO and other technologies, which was offset by a reduction of consulting expenses.

~~General and administrative expense.~~ General and administrative expense increased $3.3 million during the six months ended June 30, 2023, compared to the six months ended June 30, 2022, primarily due to increases in professional consulting fees, personnel costs related to the hiring highly qualified and skilled professionals for our strategic projects, including Net-Zero Projects, as well as the Verity and DOE programs.

~~Project development costs~~. Project development costs are related to our future Net-Zero Projects and Verity which consist primarily of employee expenses, preliminary engineering costs, and technical consulting costs. Project development costs increased $2.5 million during the six months ended June 30, 2023, compared to the six months ended June 30, 2022, primarily due to increases in personnel costs and consulting fees.

~~Facility idling costs.~~ ~~Facility idling costs of $2.0 million for the six months ended June 30, 2023, are due to the care and maintenance of our Luverne~~ Facility. We plan to utilize the Luverne Facility as a development scale plant to advance our technology and operational knowledge to help us in achieving operational success as we scale up the production and delivery of hydrocarbons and chemical products for our customers and partners.

~~Loss from operations~~. Our loss from operations increased by $7.7 million during the six months ended June 30, 2023, compared to the six months ended June 30, 2022, primarily due to the increased activities for our Net-Zero Projects and Verity. See explanations for each line item above.

~~Interest expense~~. Interest expense increased $1.1 million during the six months ended June 30, 2023, compared to the six months ended June 30, 2022, primarily due to the interest on the 2021 Bonds, which was capitalized into construction in process during the construction phase of our RNG Project in the prior periods.

~~Interest and investment income.~~ Interest and investment income increased $8.5 million during the six months ended June 30, 2023, compared to the six months ended June 30, 2022, primarily due to an increase in interest earned on our cash equivalent investments as a result of higher interest rates.

~~Other income~~. Other income decreased $2.9 million for the six months ended June 30, 2023, compared to the six months ended June 30, 2022, primarily due to the receipt of $2.9 million from the US Department of Agriculture's Biofuel Producer Program in 2022.

Critical Accounting Policies and Estimates

There have been no significant changes to our critical accounting estimates and policies since December 31, ~~2022.~~2023. For a description of our other critical accounting policies and estimates that affect our significant judgments and estimates used in the preparation of our consolidated financial statements, refer to “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Estimates” contained in our ~~2022~~2023 Annual Report.

Our unaudited consolidated financial statements are prepared in conformity with GAAP and require our management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, costs and expenses and related disclosures. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ from these estimates, and such estimates may change if the underlying conditions or assumptions change.

~~Table of Contents~~

Liquidity and Capital Resources

As of ~~June 30, 2023,~~March 31, 2024, we had cash and cash equivalents of ~~$347.7~~$270.7 million ~~and current~~ and non-current restricted cash of ~~$77.8~~$69.9 million. As of ~~June 30, 2023,~~March 31, 2024, we ~~have~~had net working capital of ~~$339.1~~$260.2 million, with ~~$89.6~~$22.1 million of current liabilities. Our cash equivalents ~~primarily~~ consist of investments in U.S. government money market funds. ~~Our marketable securities are highly liquid and can be converted to cash when needed for operations, development, and construction.~~ We expect to use our cash, cash equivalents, and restricted cash ~~and marketable securities~~ for the following purposes: (i) identification, development, engineering, licensing, acquisition and construction of ~~new~~ production facilities and the Company’s ~~other~~ Net-Zero Projects; (ii) potential investment in RNG projects; (iii) potential development of the Luverne Facility; (iv) operating activities at the Company’s corporate headquarters in Colorado, including research and development work; (v) exploration of strategic alternatives and additional financing, including project financing; and (vi) future debt service obligations. We believe as a result of our cash and cash equivalents balances, and the performance of our current and expected operations, we will be able to meet our obligations and other potential cash requirements during the next 12 months from the date of this report.

Since our inception in 2005, we have devoted most of our cash resources to the development and commercialization of routes to efficiently produce fuels and chemicals from carbohydrates, such as renewable feedstock, using alcohols (isobutanol and ethanol) as intermediates. We have incurred losses since inception, have a significant accumulated deficit, and expect to incur losses for the foreseeable future. WeHistorically we have financed our operations primarily with proceeds from the issuance of equity, warrants, ~~debt securities, and~~ borrowings under debt ~~facilities.~~facilities, and interest income. Our current sources of cash include sales of RNG, environmental attributes, and licensing fees. We may also fund future operations through additional private and/or public offerings of equity or debt securities. In addition, we may seek additional capital, on acceptable terms, through arrangements with strategic partners or from other sources. Notwithstanding, there can be no assurance that we will be able to raise additional funds or achieve or sustain profitability or positive cash flows from operations.

Our transition to profitability is dependent upon, among other things, the successful development and commercialization of ~~its product candidates,~~our projects, the development, licensing, acquisition and construction of commercial level production facilities to support our offtake agreements, the achievement of a level of revenues adequate to support the Company’s cost structure, and the ability to raise capital to finance the development, licensing, acquisition, and construction of additional ~~productions~~production facilities.

Table of Contents

The following table sets forth the major sources and uses of cash for each of the periods set forth below (in thousands):

Six Months Ended June 30,


2023

2022
Net cash used in operating activities

$
(29,379)

$
(17,201)
Net cash provided by investing activities

$
139,524

$
(8,350)
Net cash used in financing activities

$
(102)

$
138,652


	Three Months Ended March 31,
	2024		2023
Net cash used in operating activities	$	(16,078)	$	(8,772)
Net cash (used in) provided by investing activities	$	(17,512)	$	113,524
Net cash used in financing activities	$	(55)	$	(62)

Operating Activities

Our primary uses of cash from operating activities are personnel-related expenses, and research and development-related expenses, including costs incurred under development agreements, costs of licensing of technology, legal-related costs, and ~~other~~ expenses for ~~preliminary project~~the development ~~activities.~~and commercialization of routes to efficiently produce fuels and chemicals from renewable feedstock carbohydrates using alcohols (isobutanol and ethanol) as an intermediate.

During the ~~six~~three months ended ~~June 30, 2023,~~March 31, 2024, net cash used ~~for~~in operating activities was ~~$29.4~~$16.1 million compared to ~~$17.2~~$8.8 million for the ~~six~~three months ended ~~June 30, 2022.~~March 31, 2023. Non-cash charges primarily consisted of depreciation and amortization of ~~$9.3~~$4.5 million, stock-based compensation expense of ~~$8.6~~$4.2 million, which reflects higher amortization expense for the stock awards issued in the prior period with higher market value, see Note 14 to the Consolidated Financial Statements for additional information, and ~~other~~ non-cash expense of ~~$0.4~~$0.7 million, ~~partially offset by non-cash amortization of discounts on marketable securities of $0.1 million.~~primarily due to the Company’s 401(k) match. The net cash outflow from changes in operating assets and liabilities increased ~~$13.3~~$6.0 million, primarily due to ~~increased~~an increase in cash outflows of $10.9 million in prepaid expenses, primarily due to $10 million for hydrogen power generation, transmission, and distribution facilities that will serve NZ1 (see Footnote 11). Further outflows are comprised of $2.2$3.8 million related to accounts payable, ~~and $1.3 million related to decreases in accounts receivable. These were partially offset by $1.0~~$1.1 million of ~~decreased~~prepaid expenses and other current assets, deposits and other assets and $1.7 million of costs associated with the sale of environmental attribute inventory. These were partially offset by $0.6 million related to decreases in accounts receivable.

~~Table of Contents~~

Investing Activities

During the ~~six~~three months ended ~~June 30, 2023,~~March 31, 2024, we had ~~$139.5~~$17.5 million in cash ~~provided by~~used in investing activities, ~~of which $168.6 million related to proceeds from sales and maturities of marketable securities, partially offset by $29.1 million~~comprised of investments in our capital projects, including ~~$4.5~~$0.5 million in the RNG ~~Project, $17.7~~project, $10.4 million for NZ1, ~~as well as $7.0~~and $6.6 million in other projects.

~~The~~We have substantially completed the engineering design on our NZ1 project ~~development is~~and are proceeding with ~~water~~detailed engineering and ~~wind energy development agreements executed~~modularization design. We are refining the project cost estimates with EPC partners to identify opportunities to reduce and negotiate the cost. We currently expect to finance the construction of NZ1 at the subsidiary level using a combination of Company equity and third-party capital, to include non-recourse debt. In January 2024, the Company announced that it expected to spend approximately $125.0 – $175.0 million from January 2024 until the financial close of NZ1. The Company has further refined and updated its estimates and now projects a range of $90.0 – $125.0 million to be spent on NZ1 between January 2024 and the financial close of NZ1. Of that, the Company has spent approximately $17.0 million in the ~~third~~first quarter of 2022, and other key milestones are on track for completion in accordance with our comprehensive project plan. Based on the ongoing engineering work, the installed cost for NZ1 is currently forecasted to be approximately $850 million, excluding certain contingencies and financing costs. Upon receiving an invitation from the DOE, we submitted a Part II Application for a DOE loan guarantee for a direct lending from the Federal Financing Bank. Gevo has been invited to enter the due diligence and term sheet negotiation process with the DOE. This DOE guarantee lending facility is expected to offer the lowest cost of debt for the project. In light of this route to debt financing, we are working with our contractors to reduce our projected spend, prior to financial close, from our originally projected estimate by a $100 million to $200 million range.2024.

In 2022, we allocated approximately ~~$25~~$25.0 million to develop our next Net-Zero Project, of which we have spent approximately ~~$11~~$16.8 million. ~~The remaining $14 million will be subject to our process and discretion.~~ Gevo is in the process of identifying and performing early site development work for additional ~~SAF~~Net-Zero production locations. These potential sites include ~~several~~ greenfield and brownfield (i.e., at an existing ethanol plant) locations that are ~~particularly~~ advantageous in terms of potential economics, opportunities to decarbonize, and time to market.

Financing Activities

During the ~~six~~three months ended ~~June 30, 2023,~~March 31, 2024, we had ~~$0.1~~$1.5 million of net cash used in financing activities, ~~primarily~~ due to payments for repurchases of the Company’s common stock, equipment loans, and finance lease ~~liabilities and certain equipment loans.~~liabilities.

We currently expect to finance the construction of NZ1 at the subsidiary level using a combination of our own equity, third-party capital, and debt capital. The Company expects to retain ~~a carried~~an equity interest in the project and may invest ~~additional~~ equity in the project using the proceeds from the reimbursement of the Company’s NZ1 development expenditures. Cash distributions from future NZ1 earnings would be proportionate to Gevo’s ~~minority~~ ownership in NZ1 under this expected financing structure which would ~~reduce revenue to us but~~ allow us to conserve and redeploy our capital on other growth projects, including ~~NZ2.~~our Net-Zero 2 project (“NZ2”). We expect to apply similar development and financing ~~approaches~~strategies to NZ2 and future Net-Zero Projects to enable ~~rapid~~ growth of SAF production to meet ~~current contractual~~ demand for SAF.

Table of Contents

Stock Repurchase Program

On May 30, 2023, we authorized a stock repurchase program, under which we may repurchase up to $25 million of our common stock. The primary goal of the repurchase program is to allow us to opportunistically repurchase shares, while maintaining our ability to fund ~~its~~our development projects. Under the stock repurchase program, we may repurchase shares from time to time in the open market or through privately negotiated transactions. The timing, volume and nature of stock repurchases, if any, will be inat our sole discretion and will be dependent on market conditions, applicable securities laws, and other factors. The stock repurchase program may be suspended or discontinued at any time and does not have an expiration date. We ~~did not repurchase any~~repurchased 2.1 million shares of common stock for $1.4 million under the stock repurchase program during the three months ended ~~June 30, 2023.~~March 31, 2024.

In April 2024, we repurchased an additional 3.3 million shares of common stock for $2.3 million under the stock repurchase program.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

As a smaller reporting company, we are not required to provide the information required by this Item. However, we note that we are exposed to market risks in the ordinary course of our business. These risks primarily consist of environmental attribute pricing, commodity pricing, interest rate, credit risk with our contract counterparties, and equity price risks. There have been no material changes since our disclosure in “Quantitative and Qualitative Disclosures About Market Risk” included in Part II, Item 7A of our ~~2022~~2023 Annual Report.

~~Table of Contents~~

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, that are designed to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required financial disclosures.

During the fiscal period covered by this report, our management, with the participation of our Chief Executive Officer and Chief Financial Officer, carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act). Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of ~~June 30, 2023,~~March 31, 2024, our disclosure controls and procedures were effective to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act are recorded, processed, summarized and reported within the required time periods and are designed to ensure that information required to be disclosed in our reports is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer as appropriate, to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting

There were no changes that occurred during the three months ended ~~June 30, 2023,~~March 31, 2024, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings.

A discussion of legal matters is found in Note 16, Commitments and Contingencies, in the accompanying Notes to the Financial Statements included in Part I - Item 1. Financial Statements of this Report.

Item 1A. Risk Factors.

You should carefully consider the risk factors discussed in Part I, Item 1A. “Risk Factors” in our ~~2022~~2023 Annual Report, which could materially affect our business, financial condition, cash flows or future results. There have been no material changes in our risk factors included in our ~~2022~~2023 Annual Report. The risk factors in our ~~2022~~2023 Annual Report are not the only risks facing our company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition or future results.

Item 2. Unregistered Sales of Equity Securities, and Use of ~~Proceeds.~~

~~None.~~Proceeds


Issuer Purchase of Equity Securities
Period	Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs ⁽¹⁾		Maximum Dollar Value of Shares that May Yet be Purchased Under the Plans or Programs ⁽¹⁾
January 1 - 31, 2024	-	$	-		-	$	25,000,000.00
February 1 - 29, 2024	-		-		-		25,000,000.00
March 1 - 31, 2024	2,127,661.00		0.66		2,127,661.00		23,602,976.80
Total	2,127,661.00	$	0.66		2,127,661.00	$	23,602,976.80

(1) On May 30, 2023, we authorized a stock repurchase program, under which we may repurchase up to $25 million of our common stock. The primary goal of the repurchase program is to allow us to opportunistically repurchase shares, while maintaining our ability to fund our development projects. Under the stock repurchase program, we may repurchase shares from time to time in the open market or through privately negotiated transactions. The timing, volume and nature of stock repurchases, if any, will be at our sole discretion and will be dependent on market conditions, applicable securities laws, and other factors. The stock repurchase program may be suspended or discontinued at any time and does not have an expiration date.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not ~~Applicable.~~applicable.

Table of Contents

Item 5. Other Information.

~~None.~~During our last fiscal quarter, the below directors and/or officers, as defined in Rule 16a-1(f), adopted, modified or terminated a “Rule 10b5-1 trading arrangement,” as defined in Item 408 of Regulation S-K. The Rule 10b5-1 trading arrangements are each intended to satisfy the affirmative defense in Rule 10b5-1(c)(1).


Name and Title	Action	Date	Duration of Plan	Total Number of Shares of Common Stock to be Purchased or Sold
Patrick R. Gruber Chief Executive Officer	Adopt	March 18, 2024	July 26, 2024 to July 25, 2025	Up to 815,015
Christopher M. Ryan President and Chief Operating Officer	Adopt	March 25, 2024	July 26, 2024 to July 25, 2025	Up to 341,227
L. Lynn Smull Chief Financial Officer	Adopt	March 19, 2024	July 26, 2024 to July 25, 2025	Up to 166,264
Paul D. Bloom Chief Carbon Officer and Chief Innovation Officer	Adopt	March 25, 2024	July 26, 2024 to July 25, 2025	Up to 308,814
Andrew L. Shafer Chief Customer, Marketing and Brand Officer	Adopt	March 20, 2024	November 1, 2024 to October 31, 2025	Up to 60,606
Kimberly T. Bowron Chief People Officer	Adopt	March 25, 2024	July 26, 2024 to July 25, 2025	Up to 88,960
Alisher Nurmat Vice President, Accounting and Treasurer	Adopt	March 20, 2024	July 26, 2024 to July 25, 2025	Up to 37,058

No other directors or officers, as defined in Rule 16a-1(f), adopted, modified and/or terminated a “Rule 10b5-1 trading arrangement,” or a “non-Rule 10b5-1 trading arrangement,” each as defined in Item 408 of Regulation S-K, during our last fiscal quarter.

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Item 6. Exhibits.

The exhibits listed below are filed or furnished as part of this report.

		Incorporated by Reference

Exhibit No.	Description	Form	File No.	Filing Date	Exhibit	Filed Herewith

3.1	Amended and Restated Certificate of Incorporation of Gevo, Inc.	10-K	001-35073	February 24, 2022	3.1

3.2	Second Amended and Restated Bylaws of Gevo, Inc.	8-K	001-35073	November 24, 2021	3.1

4.1	Form of Gevo, Inc. Common Stock Certificate.	S-1	333-168792	January 19, 2011	4.1

10.1*		~~Master Framework Agreement for Ethanol to Jet Collaboration, dated September 22, 2021, by and between Axens North America, Inc. and Gevo, Inc.~~						X

10.2*		~~Side Agreement, dated May 5, 2023, by and between Axens North America, Inc. and Gevo, Inc.~~						X

10.3*		~~Technology Access Agreement, dated May 5, 2023, by and among Gevo, Inc., Phillips 66 Company and Archer-Daniels-Midland Company~~						X

~~10.4~~		~~Gevo, Inc. Amended and Restated 2010 Stock Incentive Plan~~		~~8-K~~	~~001-35073~~	~~May 25, 2023~~	~~10.1~~

31.1	Section 302 Certification of the Principal Executive Officer.					X

31.2	Section 302 Certification of the Principal Financial Officer.					X

32.1	Section 906 Certification of the Principal Executive Officer and Principal Financial Officer.					**

101.INS	Inline XBRL Instance Document (the Instance Document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)					X

101.SCH	Inline XBRL Taxonomy Extension Schema					X

101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase	��				X

101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase					X

101.LAB	Inline XBRL Taxonomy Extension Label Linkbase					X

101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase					X

104	Cover Page Interactive Data File (embedded within the Inline XBRL document and contained in Exhibit 101)					X

~~Table of Contents~~

*	Certain portions of the exhibit have been omitted pursuant to Rule 601(b)(10) of Regulation S-K. The omitted information is not material and is the type of information that the registrant treats as private or confidential.

**	Furnished herewith.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Gevo, Inc.
(REGISTRANT)

By:	/s/ Alisher Nurmat

	Alisher Nurmat, CPA Vice President of Accounting and ~~Controller~~Treasurer (Duly Authorized Officer and Principal Accounting Officer)

Date: ~~August 10, 2023~~May 2, 2024

4239


	December 31, 2022
	Amortized		Gross
	Cost		Unrealized
	Basis		Losses		Fair Value
Marketable securities (current)
U.S. Treasury notes	$	56,418	$	(344)	$	56,074
U.S. Government-sponsored enterprise securities		112,030		(696)		111,334
Total marketable securities (current)	$	168,448	$	(1,040)	$	167,408


	Six Months Ended June 30, 2023
					Renewable
	Gevo		Agri-Energy		Natural Gas		Consolidated
Revenues	$	1,718	$	—	$	6,580	$	8,298
Loss from operations	$	(29,902)	$	(6,389)	$	(3,481)	$	(39,772)
Acquisitions of patents, plant, property and equipment	$	24,656	$	23	$	4,459	$	29,138


	Six Months Ended June 30, 2022
					Renewable
	Gevo		Agri-Energy		Natural Gas		Consolidated
Revenues	$	81	$	240	$	—	$	321
Loss from operations	$	(25,149)	$	(6,921)	$	—	$	(32,070)
Acquisitions of patents, plant, property and equipment	$	16,308	$	4,275	$	18,668	$	39,251


	Three Months Ended		Three Months Ended
	June 30,		March 31,
(in thousands, unless otherwise indicated)	2023		2023		Change		Change %
Revenues
Natural gas commodity	$	140	$	130	$	10	8	%
Natural gas environmental attributes - RINs		1,814		2,730		(916)	(34)	%
Natural gas environmental attributes - LCFS		963		803		160	20	%
Total revenues	$	2,917	$	3,663	$	(746)
Production expenses ⁽¹⁾	$	3,709	$	3,885	$	(176)	(5)	%
RNG metrics
RNG production volumes (MMBtu)		78		64		14	22	%
Plus: prior period RNG volumes dispensed in current period		64		116		(52)	(45)	%
Less: RNG production volumes not dispensed		(51)		(64)		13	(20)	%
Total RNG volumes available for RIN and LCFS generation ⁽²⁾		91		116		(25)
RIN Metrics
RIN generation ⁽³⁾		1,059		1,356		(297)	(22)	%
Plus: Prior period RINs		—		—		—	—	%
Total RINs available for sale		1,059		1,356		(297)	(22)	%
Less: RINs sold		(1,059)		(1,356)		297	(22)	%
RIN inventory		—		—		—
RNG volumes not dispensed for RINs (MMBtu) ⁽⁴⁾		51		64		(13)	(20)	%
Average realized RIN price ⁽⁵⁾	$	1.71	$	2.01	$	(0.30)	(15)	%
LCFS metrics
LCFS generation ⁽⁶⁾		18		14		4	29	%
Less: LCFS sold		(18)		(14)		(4)	29	%
LCFS inventory		—		—		—
RNG volumes not dispensed for LCFS (MMBtu)		51		64		(13)	(20)	%
Average realized LCFS price ⁽⁵⁾	$	54.71	$	55.36	$	(0.65)	(1)	%


	Six Months Ended		Six Months Ended
	June 30,		December 31,
(in thousands, unless otherwise indicated)	2023		2022		Change		Change %
Revenues
Natural gas commodity	$	270	$	640	$	(370)	(58)	%
Natural gas environmental attributes - RINs		4,544		214		4,330	2,023	%
Natural gas environmental attributes - LCFS		1,766		—		1,766	100	%
Total revenues	$	6,580	$	854	$	5,726
Production expenses ⁽¹⁾	$	7,594	$	4,044	$	3,550	88	%
RNG metrics
RNG production volumes (MMBtu)		142		125		17	14	%
Plus: prior period RNG volumes dispensed in current period		116		—		116	100	%
Less: RNG production volumes not dispensed		(51)		(116)		65	(56)	%
Total RNG volumes available for RIN and LCFS generation ⁽²⁾		207		9		198
RIN Metrics
RIN generation ⁽³⁾		2,415		101		2,314	2,291	%
Plus: Prior period RINs		—		—		—	—	%
Total RINs available for sale		2,415		101		2,314	2,291	%
Less: RINs sold		(2,415)		(101)		(2,314)	2,291	%
RIN inventory		—		—		—
RNG volumes not dispensed for RINs (MMBtu) ⁽⁴⁾		51		116		(65)	(56)	%
Average realized RIN price ⁽⁵⁾	$	1.88	$	2.13	$	(0.25)	(12)	%
LCFS metrics
LCFS generation ⁽⁶⁾		32		—		32	100	%
Less: LCFS sold		(32)		—		(32)	100	%
LCFS inventory		—		—		—
RNG volumes not dispensed for LCFS (MMBtu)		51		116		(65)	(56)	%
Average realized LCFS price ⁽⁵⁾	$	55.00	$	—	$	55.00	100	%