Table of Contents

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 March 31, June 30, 2021

 

or

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)

 

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

Nasdaq Capital Market

 

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 AprilJuly 30, 2021, 198,150,332197,214,586 shares of the registrant’s common stock were outstanding.

 



 

 

 

 

GEVO, INC.

 

FORM 10-Q

FOR THE QUARTERLY PERIOD ENDED MARCH 31,JUNE 30, 2021

TABLE OF CONTENTS

 

 

 

Page

PART I.  FINANCIAL INFORMATION
   

Item 1.

Financial Statements

3

 

Consolidated Balance Sheets as of March 31,June 30, 2021 (unaudited) and December 31, 2020

3

 

Consolidated Statements of Operations for the three and six months ended March 31,June 30, 2021 and 2020 (unaudited)

4
Consolidated Statements of Comprehensive Income (Loss) for the three and six months ended June 30, 2021 and 2020 (unaudited)5
 Consolidated Statements of Stockholders' Equity for the three and six months ended March 31june 30, 2021 and 2020 (unaudited)56

 

Consolidated Statements of Cash Flows for the threesix months ended March 31,June 30, 2021 and 2020 (unaudited)

67

 

Notes to Consolidated Financial Statements (unaudited)

89

 

 

 

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

3130

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

4041

Item 4.

Controls and Procedures

4041

 

 

 

PART II.  OTHER INFORMATION

  

 

 

Item 1.

Legal Proceedings

4142

Item 1A.

Risk Factors

4142

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

42

Item 3.

Defaults Upon Senior Securities

42

Item 4.

Mine Safety Disclosures

42

Item 5.

Other Information

42

Item 6.

Exhibits

43

 

 

 

 

Signatures

4645

 

2

 

 

PART I. FINANCIAL INFORMATION

 

Item 1. Financial Statements.

 

GEVO, INC.

Consolidated Balance Sheets

(in thousands, except share and per share amounts)

 

 March 31, 2021  

December 31, 2020

  June 30, 2021  

December 31, 2020

 

Assets

            

Current assets:

        

Current assets

 

Cash and cash equivalents

 $525,323  $78,338  $17,085  $78,338 
Marketable securities (current) 246,886  0 
Restricted cash (current) 57,645  0 

Accounts receivable

  92   527  847  527 

Inventories

  2,452   2,491  2,216  2,491 

Prepaid expenses and other current assets

  5,657   1,914   4,497   1,914 

Total current assets

  533,524   83,270  329,176  83,270 
         

Property, plant and equipment, net

  70,696   66,408  79,243  66,408 
Long-term marketable securities 175,169  0 
Long-term restricted cash 70,464  0 
Operating right-of-use assets 1,770  133 
Finance right-of-use assets 27,491  176 

Deposits and other assets

  4,508   2,421   2,361   2,112 
         

Total assets

 $608,728  $152,099  $685,674  $152,099 
         

Liabilities

               

Current liabilities:

        

Current liabilities

 

Accounts payable and accrued liabilities

 $9,710  $4,125  $16,393  $3,943 
Operating lease liabilities (current) 0  172 
Finance lease liabilities (current) 4,888  10 

Loans payable - other (current)

  1,016   807   174   807 

Total current liabilities

  10,726   4,932  

21,455

  4,932 
         
2021 Bonds payable (long-term) 66,120  0 

Loans payable - other (long-term)

  212   447  394  447 
Operating lease liabilities (long-term) 1,783  0 
Finance lease liabilities (long-term) 19,715  162 

Other long-term liabilities

  2,099   

341

   84   

179

 

Total liabilities

  13,037   5,720   109,551   5,720 
         

Commitments and Contingencies (See Note 12)

                
         

Stockholders' Equity

               

Common stock, $0.01 par value per share; 250,000,000 authorized; 198,050,449 and 128,138,311 shares issued and outstanding at March 31, 2021 and December 31, 2020, respectively.

  1,981   1,282 

Common stock, $0.01 par value per share; 250,000,000 authorized; 197,964,476 and 128,138,311 shares issued and outstanding at June 30, 2021 and December 31, 2020, respectively.

 1,980  1,282 

Additional paid-in capital

  1,101,939   643,269  1,100,932  643,269 
Accumulated other comprehensive loss (307) 0 

Accumulated deficit

  (508,229)  (498,172)  (526,482)  (498,172)

Total stockholders' equity

  595,691   146,379   576,123   146,379 
         

Total liabilities and stockholders' equity

 $608,728  $152,099  $685,674  $152,099 

 

See the accompanying Notes to the unaudited Consolidated Financial Statements.

 

3

 

 

GEVO, INC.

Consolidated Statements of Operations

(in thousands, except share and per share amounts)

(unaudited)

 

 

Three Months Ended March 31,

  

Three Months Ended June 30,

  Six Months Ended June 30, 
 2021  

2020

  2021  

2020

  2021  2020 

Revenue and cost of goods sold

                  

Ethanol sales and related products, net

 $  $3,700  $0  $

83

  $0  $3,783 

Hydrocarbon revenue

  13   125  346  859  359 984 
Grant and other revenue  80      76   46   156   46 

Total revenues

  93   3,825  422  988  515 4,813 
            

Cost of goods sold

  1,994   8,139   2,794   2,644   4,788   10,783 
            

Gross loss

  (1,901)  (4,314)  (2,372)  (1,656)  (4,273)  (5,970)
            

Operating expenses

                  

Research and development expense

  1,378   580  1,404  677  2,782 1,257 

Selling, general and administrative expense

  3,872   2,627  4,820  2,698  8,692 5,325 
Preliminary stage project costs 2,727  156  5,472  221  8,199 377 
Loss on disposal of assets 4,954  0  4,954  38 

Restructuring expenses

     299   0   5   0   304 

Total operating expenses

  7,977   3,662   16,650   3,601   24,627   7,301 
            

Loss from operations

  (9,878)   (7,976)  (19,022)  (5,257)  (28,900)  (13,271)
            

Other income (expense)

                  
Gain on forgiveness of SBA loan 641  0  641 0 
Interest expense (5) (545) (6) (541) (11) (1,086)

(Loss) on modification of 2020 Notes

     (669) 0  (57) 0 (726)

(Loss) gain from change in fair value of derivative warrant liability

  (53)  7 

Gain (loss) from change in fair value of derivative warrant liability

 43  1  (10) 8 

(Loss) from change in fair value of 2020/21 Notes embedded derivative liability

     (100) 0  (176) 0 (276)

Other (expense) income

  (121)  30 

Other income (expense)

  91   (13)  (30)  55 

Total other income (expense), net

  (179)  (1,277)  769   (786)  590   (2,025)
            

Net loss

 $(10,057) $(9,253) $(18,253) $(6,043) $(28,310) $(15,296)
            

Net loss per share - basic and diluted

 $(0.05) $(0.64) $(0.09) $(0.40) $(0.15) $(1.04)
            

Weighted-average number of common shares outstanding - basic and diluted

  183,566,524   14,472,798   198,137,420   15,071,105   190,892,223   14,771,952 

 

See the accompanying Notes to the unaudited Consolidated Financial Statements.

 

4

 

 

GEVO, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITYConsolidated Statements of Comprehensive Income (Loss)

(In thousands, except share amounts)in thousands)

(unaudited)

 

  

Common Stock

  

Paid-In

  

Accumulated

  

Stockholders’

 
  

Shares

  

Amount

  

Capital

  

Deficit

  

Equity

 
                     
Balance, December 31, 2020  128,138,311  $1,282  $643,269  $(498,172) $146,379 
                     
Issuance of common stock, net of issue costs  

68,170,579

   682   457,008      457,690 
Issuance of common stock upon exercise of warrants  1,863,058   18   1,099      1,117 
Non-cash stock-based compensation        562      562 
Issuance of common stock under stock plans, net of taxes  (121,499)  (1)  1       
Net loss           (10,057)  (10,057)
                     
Balance, March 31, 2021  198,050,449  $1,981  $1,101,939  $(508,229) $595,691 
                     

Balance, December 31, 2019

  14,083,232  $141  $530,349  $

(457,986

) $72,504 
                     

Issuance of common stock, net of issue costs

  425,776   4   902      906 

Non-cash stock-based compensation

        336      336 
Issuance of common stock under stock plans, net of taxes  105,882             

Net loss

           (9,253)  (9,253)
                     
Balance, March 31, 2020  14,614,890  $145  $531,587  $(467,239) $64,493 
  

Three Months Ended June 30,

  Six Months Ended June 30, 
  2021  

2020

  2021  2020 
                 

Net loss

 $(18,253) $(6,043 (28,310) $(15,296

Other comprehensive income (loss)

      

 

         
Unrealized (losses) on available-for-sale securities, net of tax  (307)  0   (307)  0 
Total change in unrealized (losses) on marketable securities  (307)  0   (307)  0 

 

                
Comprehensive loss $(18,560) $(6,043) $(28,617) $(15,296)

 

 

See the accompanying Notes to the unaudited Consolidated Financial Statements.

 

5

 

 

GEVO, INC.

Consolidated Statements of Cash FlowsCONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(in thousands)In thousands, except share amounts)

(unaudited)

 

  

Three Months Ended March 31,

 
  2021  

2020

 

Operating Activities

        

Net loss

 $(10,057) $(9,253)

Adjustments to reconcile net loss to net cash used in operating activities:

        

Loss (gain) from change in fair value of derivative warrant liability

  53   (7)

Loss from change in fair value of 2020/21 Notes embedded derivative liability

     100 

Stock-based compensation

  925   172 

Depreciation and amortization

  1,149   1,649 
Non-cash lease expense  17   15 

Non-cash interest expense

  2   150 

Changes in operating assets and liabilities:

        

Accounts receivable

  435   983 

Inventories

  39   

520

 

Prepaid expenses and other current assets, deposits and other assets

  (4,273)  (167)

Accounts payable, accrued expenses and long-term liabilities

  4,545   (1,137)

Net cash used in operating activities

  (7,165)  (6,975)
         

Investing Activities

        

Acquisitions of property, plant and equipment

  (4,630)  (790)

Net cash used in investing activities

  (4,630)  (790)
         

Financing Activities

        
Debt and equity offering costs  (31,683)  (52)

Proceeds from issuance of common stock and common stock warrants

  489,373   958 
Proceeds from exercise of warrants  1,117    
Payment of loans payable - other  (27)  (154)

Net cash provided by financing activities

  458,780   752 
         

Net increase (decrease) in cash and cash equivalents

  446,985   (7,013) 
         

Cash and cash equivalents

        

Beginning of period

  78,338   16,302 
         

End of period

 $525,323  $9,289 
  

Common Stock

  

Paid-In

  

Accumulated Other Comprehensive

  

Accumulated

  

Stockholders’

 
  

Shares

  

Amount

  

Capital

  Loss  

Deficit

  

Equity

 
                         
Balance, December 31, 2020  128,138,311  $1,282  $643,269  $0  $(498,172) $146,379 
                         
Issuance of common stock, net of issue costs  68,170,579   682   457,008   0   0   457,690 
Issuance of common stock upon exercise of warrants  1,863,058   18   1,099   0   0   1,117 
Non-cash stock-based compensation     0   562   0   0   562 
Issuance of common stock under stock plans, net of taxes  (121,499)  (1)  1   0   0   0 
Net loss     0   0   0   (10,057)  (10,057)
                         
Balance, March 31, 2021  198,050,449   1,981   1,101,939   0   (508,229)  595,691 
                         
Issuance of common stock, net of issue costs     0   (45)  0   0   (45)
Issuance of common stock upon exercise of warrants  3,700   0   

4

   0   0   4 
Non-cash stock-based compensation     0   858   0   0   858 
Issuance of common stock under stock plans, net of taxes  (89,673)   (1)  (1,824)  0   0   (1,825)
Other comprehensive loss     0   0   (307)  0   (307)
Net loss     0   0   0   (18,253)  (18,253)
                         
Balance, June 30, 2021  197,964,476  $1,980  $1,100,932  $(307) $(526,482) $576,123 
                         

Balance, December 31, 2019

  14,083,232  $141  $530,349  $0  $(457,986) $72,504 
                         

Issuance of common stock, net of issue costs

  425,776   4   902   0   0   906 

Non-cash stock-based compensation

     0   336   0   0   336 
Issuance of common stock under stock plans, net of taxes  105,882   0   0   0   0   0 

Net loss

     0   0   0   (9,253)  (9,253)
                         
Balance, March 31, 2020  14,614,890   145   531,587   0   (467,239)  64,493 
                         
Issuance of common stock, net of issue costs  917,345   9   1,238   0   0   1,247 
Non-cash stock-based compensation     0   497   0   0   497 
Issuance of common stock under stock plans, net of taxes  (18,137)  0   (307)  0   0   (307)
Net loss     0   0   0   (6,043)  (6,043)
                         
Balance, June 30, 2020  15,514,098  $154  $533,015  $0  $(473,282)  $59,887 

 

See the accompanying Notes to the unaudited Consolidated Financial Statements.

 

6

 

GEVO, INC.

Consolidated Statements of Cash Flows - Continued

(in thousands)

(unaudited)

 

Supplemental disclosures of cash and non-cash investing and financing transactions

 

Three Months Ended March 31,

 
  2021  

2020

 
         

Cash paid for interest

 $3  $395 
Non-cash purchase of property, plant and equipment $999  $380 
Original issue discount paid with 2020/21 Notes $  $282 
Right-of-use asset purchased with financing lease $  $13 
Right-of-use asset purchased with operating lease $1,562  $ 
  

Six Months Ended June 30,

 
  2021  

2020

 

Operating Activities

        

Net loss

 $(28,310) $(15,296)

Adjustments to reconcile net loss to net cash used in operating activities:

        

Loss (gain) from change in fair value of derivative warrant liability

  10   (8)

Loss from change in fair value of 2020/21 Notes embedded derivative liability

  0   276 
Loss on disposal of assets  

4,954

   38 
(Gain) on forgiveness of SBA PPP loans  (641)  0 

Stock-based compensation

  1,617   

673

 

Depreciation and amortization

  

2,372

   3,278 
Non-cash lease expense  (58)  29 

Non-cash interest expense

  2   393 
Other non-cash expenses  5   0 

Changes in operating assets and liabilities:

        

Accounts receivable

  (320)  389 

Inventories

  275   721 

Prepaid expenses and other current assets, deposits and other assets

  (3,142)  164 

Accounts payable, accrued expenses and long-term liabilities

  3,768   (1,475)

Net cash used in operating activities

  (19,468)  (10,818)
         

Investing Activities

        

Acquisitions of property, plant and equipment

  (14,167)  (1,607)
Purchase of marketable securities  (422,362)  0 

Net cash used in investing activities

  (436,529)  (1,607)
         

Financing Activities

        
Proceeds from issuance of 2021 Bonds  68,995   0 
Debt and equity offering costs  (34,757)  (115)

Proceeds from issuance of common stock and common stock warrants

  487,549   2,271 
Proceeds from exercise of warrants  1,119   0 
Net settlement of common stock under stock plans  0   (310)
Payment of loans payable - other  

(53

)  (392)
Proceeds from SBA PPP loans  0   1,006 

Net cash provided by financing activities

  

522,853

   2,460 
         

Net increase (decrease) in cash and cash equivalents

  66,856   (9,965)
         

Cash, cash equivalents and restricted cash 

        

Beginning of period

  78,338   16,302 
         

End of period

 $145,194  $6,337 

 

See the accompanying Notes to the unaudited Consolidated Financial Statements.

 

7

 

GEVO, INC. 

Consolidated Statements of Cash Flows - Continued

(in thousands)

(unaudited)

Schedule of cash, cash equivalents and restricted cash Six Months Ended June 30, 
  2021  2020 
         

Cash and cash equivalents

  $17,085   $6,337 

Restricted cash (current)

  57,645   0 

Long-term restricted cash

  70,464   0 
         
 Total cash, cash equivalents and restricted cash  $145,194   $6,337 

Supplemental disclosures of cash and non-cash investing and financing transactions

 

Six Months Ended June 30,

 
  2021  

2020

 
         

Cash paid for interest

 $9  $

693

 
Non-cash purchase of property, plant and equipment $5,052  $32 
Original issue discount paid with 2020/21 Notes $0  $282 
Right-of-use asset purchased with financing lease $27,775  $13 
Right-of-use asset purchased with operating lease $1,562  $0 

See the accompanying Notes to the unaudited Consolidated Financial Statements.

8

GEVO, INC.

Notes to Consolidated Financial Statements

(unaudited)

 

 

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

 

Nature of Business. Gevo, Inc. (“Gevo” or the “Company,” which, unless otherwise indicated, refers to Gevo, Inc. and its subsidiaries), is a growth-oriented renewable fuels technology and development company that is commercializing the next generation of renewable low-carbon liquid transportation fuels, such as sustainable aviation fuel (“SAF”) and renewable isooctane (which we referthe Company refers to as “renewable premium gasoline”), with the potential to achieve a “net zero”“net-zero” greenhouse gas (“GHG”) footprint and address global needs of reducing GHG emissions with sustainable alternatives to petroleum fuels. Its technology transformsGevo is in the business of transforming carbon from the atmosphere using photosynthetic energy, wind energy and biogas energy into liquid hydrocarbons with a low or potentially “net-zero” GHG footprint.

 

As next generation renewable fuels, Gevo's hydrocarbon transportation fuels have the advantage of being “drop-in” substitutes for conventional fuels that are derived from crude oil, working seamlessly and without modification in existing fossil-fuel based engines, supply chains and storage infrastructure. In addition, with SAF, the carbon footprint of air travel can be reduced, or in the long run, eliminated, on a net carbon basis, without changechanges to planes or fuel systems. In addition to the potential of net-zeronet-zero carbon emissions across the whole fuel life-cycle, itsGevo's renewable fuels should eliminate other pollutants associated with the burning of traditional fossil fuels, such as particulates and sulfur, while delivering superior performance. 

 

Gevo uses low-carbon, renewable resource-based raw materials as feedstocks. In the near-term, its feedstocks will primarily consist of non-food corn. As the Company's technology is applied globally, feedstocks can consist of sugar cane, molasses or other cellulosic sugars derived from wood, agricultural residues and waste. Gevo's patented fermentation yeast biocatalyst produces isobutanol, a four-carbonfour-carbon alcohol, via the fermentation of renewable plant biomass carbohydrates. The resulting renewable isobutanol has a variety of direct applications but, more importantly to ourGevo's fundamental strategy, serves as a building block to make renewable isooctane (which we refer to as renewable premium gasoline)gasoline and SAF using simple and common chemical conversion processes. The Company also plans to reduce or eliminate fossil-based process energy inputs by replacing them with renewable energy such as wind-powered electricity and renewable natural gas (“RNG”).

 

Gevo's technology represents a new generation of renewable fuel technology that overcomes the limitations of first-generationfirst-generation renewable fuels.

 

Ultimately, the Company believes that the attainment of profitable operations is dependent upon future events, including, but not limited to (i) the successful development of the Company's initial Net-Zero Project ("'Net-Zero 1 Project, Project") and future projects for the production of energy dense liquid hydrocarbons using renewable energy and our proprietary technology; and (ii) the achievement of a level of revenues adequate to support its cost structure.

 

COVID-19.COVID-19. The novel coronavirus ("COVID-19"COVID-19") pandemic has had an adverse impact on global commercial activity, including the global transportation industry and its supply chain, and has contributed to significant volatility in financial markets. It has also resulted in increased travel restrictions and extended shutdowns of businesses in various industries including, among others, the airline industry, and significantly reduced overall economic output. It is possible that that the impact of the COVID-19COVID-19 pandemic on general economic activity could continue to negatively impact the Company's revenue and operating results for 2021 and beyond. In light of the current and potential future disruption to its business operations and those of its customers, suppliers and other third parties with whom the Company does business, management considered the impact of the COVID-19COVID-19 pandemic on itsthe Company's business. The impact of the COVID-19COVID-19 pandemic on the global transportation industry could continue to result in less demand for the Company's transportation fuel products, which could have a material adverse effect on the Company's business, financial condition and prospects for the foreseeable future.

 

During the first quarter of 2020, we suspended our ethanol production at our production facility in Luverne, Minnesota (the "Luverne Facility") due to COVID-19COVID-19 and an unfavorable commodity environment, largely the result of greater corn costs as compared to national markets than the region has historically produced. The suspension of ethanol production and a reduction in the Company's workforce that occurred during the first quarter of 2020 due to the impact of COVID-19COVID-19 had an adverse impact on Gevo'sthe Company's financial results for the three and six months ended March 31, June 30,2021, reducing revenue by 98%57% and 89% compared to the three and six months ended March 31, 2020.June 30, 2020, respectively. There is also a risk that COVID-19COVID-19 could have a material adverse impact on the development of the Company's Net-Zero 1 Project, customer demand and cash flow, depending on the extent of our future production activities.

 

The Company has considered multiple scenarios, with both positive and negative inputs, as part of the significant estimates and assumptions that are inherent in its financial statements and are based on trends in customer behavior and the economic environment throughout the three and six months ended March 31, June 30,2021 and beyond as the COVID-19COVID-19 pandemic has impacted the industries in which the Company operates. These estimates and assumptions include the collectability of billed receivables and the estimation of revenue and tangible assets. With regard to collectability, the Company believes it may face atypical delays in client payments going forward, but the Company has not experienced significant delays in collection as of March 31, June 30,2021. In addition, management believes that the demand for certain discretionary lines of business may decrease, and that such decrease will impact its financial results in succeeding periods. Non-discretionary lines of business may also be adversely affected, for example because reduced economic activity or disruption in hydrocarbon markets reduces demand for or the extent of SAF, isooctane and isooctene. 

 

Basis of Presentation. The unaudited consolidated financial statements of the Company (which include the accounts of its wholly-owned subsidiaries Gevo Asset, LLC (“Gevo Asset”), Gevo RNG Holdco, LLC ("Gevo RNG Holdco"), Gevo NW Iowa RNG, LLC ("Gevo RNG") and Agri-Energy, LLC (“Agri-Energy”)) have been prepared, without audit, pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”). Accordingly, they do not include all information and footnotes required by accounting principles generally accepted in the United States (“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 at June 30,2021 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 31,2020.

Reclassifications. The Company reclassified certain prior period amounts to conform to the current period presentation, including the categorization of preliminary stage project costs on the Consolidated Statements of Operations. These reclassifications had no impact on total revenues, total cost of goods sold, total operating expenses, net loss or stockholders' equity for any period.

9

GEVO, INC.

Notes to Consolidated Financial Statements

(unaudited)

January 2021Offering. On January 19, 2021, the Company completed a registered direct offering pursuant to a securities purchase agreement withcertain institutional and accredited investors providing for the issuance and sale by the Company of an aggregate of 43,750,000 shares of the Company’s common stock at a price of $8.00 per share (the “January 2021 Offering”). The net proceeds to the Company from the January 2021 Offering were approximately $321.9 million, after deducting placement agent fees and other estimated offering expenses payable by the Company.

At-the-Market Offering Program. In February 2018, the Company commenced an at-the-market offering program, which allows it to sell and issue shares of its common stock from time-to-time. In December 2020, the at-the-market offering program was amended to increase the available capacity to $150.0 million. 

During the six months ended June 30,2021, the Company issued 24,420,579 shares of common stock under the at-the-market offering program for total proceeds of $135.8 million, net of commissions and other offering related expenses. There were 0 shares issued during the three months ended June 30, 2021.

As of June 30,2021, the Company has remaining capacity to issue up to approximately $10.6 million of common stock under the at-the-market offering program.

2021 Bonds. On April 15, 2021, the Iowa Finance Authority (the “Authority”) issued an aggregate principal amount of $68,155,000 of its Solid Waste Facility Revenue Bonds (Gevo NW Iowa RNG, LLC Renewable Natural Gas Project), Series 2021 (Green Bonds) (the “2021 Bonds”) in a public offering for the benefit of Gevo RNG (as defined below), a subsidiary of Gevo, to finance the construction of the Gevo RNG project.

The 2021 Bonds are reported at their amortized cost. The 2021 Bonds were issued at a premium of $0.8 million. Debt issuance costs totaled $2.8 million. The Company will amortize the debt issuance costs and the premium as a component of interest expense over the life of the related debt instrument using the interest method. The 2021 Bonds have been recorded as a long-term liability and will become current on the earlier of (i) one year prior to the Initial Mandatory Tender Date or (ii) upon the Company’s exercise of its call option to tender or redeem the Bonds. See Note 9, Debt, for further information.

Debt Issue Costs and Debt Discounts/Premiums. Debt issue costs are costs with third parties incurred in connection with the Company’s debt financings that have been capitalized and are being amortized over the stated maturity period or estimated life of the related debt using the effective interest method. Debt issue costs are presented as a direct reduction of the carrying amount of the related debt. Debt discounts, including fees paid to lenders, and debt premiums are amortized over the life of the related debt using the effective interest method. Debt discounts and premiums are presented as a reduction and increase, respectively, in the carrying amount of the related debt. Amortization of debt issue costs, discounts, and premiums is included in interest expense.

Restricted Cash and Restricted Cash Equivalents. The Company’s restricted cash and restricted cash equivalents consists of unused proceeds from the issuance of the 2021 Bonds which are restricted for the purpose of constructing the Gevo NW Iowa RNG, LLC Renewable Natural Gas Project as well as amounts pledged and assigned to Citibank, N.A., in its capacity as credit facility provider of the 2021 Bonds (the "Credit Facility Provider") as collateral for the reimbursement obligations of Gevo. As of June 30, 2021, the unused restricted bond proceeds of $56.9 million included in restricted cash is classified as current since the proceeds will be distributed within twelve months. As of June 30, 2021, the restricted collateral included in restricted cash totaled $71.3 million, $0.8 million of which secures interest payments to be made within twelve months and is classified as current. The Company is entitled to receive interest income on the restricted cash at an agreed rate of return of 0.10% but has no ability to direct the use of the restricted cash. See Note 9, Debt, for further information.

The proceeds from issuance of the 2021 Bonds are maintained by the Trustee under a Trust Indenture dated April 15, 2021 and released to the Company only to pay costs of the construction of the biogas facility operated by Gevo RNG. See Note 9, Debt, for further information on the Trust Indenture. As the proceeds of the 2021 Bonds are restricted, the amounts from bond trustee are also considered to be restricted cash. Restricted cash is included with cash and cash equivalents on the Statements of Cash Flows. 

The restricted cash held by the bond trustee as of June 30, 2021 is made up of the following (in thousands):

  

June 30, 2021

 
     

Bond proceeds

 $68,995 

Disbursement of funds

  (12,080

)

Interest income

  3 
     
Total restricted cash held by bond trustee $56,918 

Marketable Securities. The Company’s marketable securities consist of marketable debt securities and have been classified and accounted for as available-for-sale. Management determines the appropriate classification of its investments at the time of purchase and reevaluates the classifications at each balance sheet date. The Company classifies its marketable securities as either short-term or long-term based on each instrument’s underlying contractual maturity date. Marketable securities with maturities of 12 months or less are classified as short-term and marketable securities with maturities greater than 12 months are classified as long-term. The Company’s marketable securities are carried at fair value, with unrealized gains and losses, net of taxes, reported as a component of accumulated other comprehensive income in shareholders’ equity, with the exception of unrealized losses believed to be other-than-temporary, which are reported in earnings in the current period. The cost of securities sold is based upon the specific identification method.

10

GEVO, INC.

Notes to Consolidated Financial Statements

(unaudited)

Leases, Right-of-Use Assets and Related Liabilities. The Company enters into various arrangements which constitute a lease as defined by ASC 842,Leases, as part of its ongoing business activities and operations. Leases represent a contract or part of a contract that conveys the right to control the use of identified property, plant or equipment (an identified asset) for a period of time in exchange for consideration. Such contracts result in both (a) right-of-use assets, which represent the Company’s right to use an underlying asset for the term of the contract; and (b) a corresponding lease liability which represents the Company’s obligation to make the lease payments arising from the contract. The Company has elected not to recognize a right-of-use asset and lease liability for any lease with an original lease term of 12 months or less. Lease expense for such leases is recognized on a straight-line basis over the lease term.

A lease is classified as a finance lease when one or more of the following criteria are met: (1) the lease transfers ownership of the asset by the end of the lease term, (2) the lease contains an option to purchase the asset that is reasonably certain to be exercised, (3) the lease term is for a major part of the remaining useful life of the asset, (4) the present value of the lease payments equals or exceeds substantially all of the fair value of the asset, and (5) the asset is of such a specialized nature that it is expected to have no alternative use to the lessor at the end of the lease term. If a lease does not meet any of these criteria, the lease is classified as an operating lease.

Lease liabilities are initially measured at the lease commencement date based on the present value of lease payments over the lease term, discounted using an estimate of the Company’s incremental borrowing rate for a collateralized loan with the same term and payment as the lease. Right-of-use assets are measured based on the amount of the lease liability adjusted for any lease payments made to the lessor at or before the lease commencement date less any lease incentives received. All right-of-use assets are evaluated for impairment in accordance with accounting standards applicable to long-lived assets as further described in the significant accounting policy “Impairment of Property, Plant and Equipment” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020.

Renewal options are included in the calculation of our right-of-use assets and lease liabilities when the Company’s determines that the option is reasonably certain of exercise based on an analysis of the relevant facts and circumstances. Certain of the Company’s leases require variable lease payments that do not depend on an index or rate and such payments are excluded from the calculation of the right-of-use asset and lease liability and are recognized as variable lease cost when incurred.

The Company has elected the practical expedient to account for the lease and non-lease components as a single lease component for our dairy lease and fuel supply asset class. This results in a significantly higher ROU assets and lease liabilities than if the Company had not elected this practical expedient.

Lease cost for operating leases consists of the fixed lease payments recognized on a straight-line basis over the lease term plus variable lease payments as incurred.  Lease cost for finance leases consists of amortization of the right-of-use assets on a straight-line basis over the lease term, interest expense on the lease liability, and variable lease payments as incurred.

Capitalized Internal-Use Software Costs. Software development costs are capitalized when module development begins, it is probable that the project will be completed, and the software will be used as intended. Costs associated with preliminary project stage activities, training, maintenance and all other post implementation stage activities are expensed as incurred. Internal-use software is amortized on a straight-line basis, generally over a three to five years. We evaluate the useful lives of these assets on an annual basis and test for impairment whenever events or changes in circumstances occur that could impact the recoverability of these assets. 

Borrowing Costs. The borrowing costs that are directly attributable to acquisition and construction of an asset that needs a substantially long period of time for its intended use commence to be capitalized and recorded as part of the cost of the asset when expenditures for the asset and borrowing costs have been incurred, and the activities relating to the acquisition and construction that are necessary to prepare the asset for its intended use have commenced. The capitalization of borrowing costs ceases when the asset under acquisition or construction becomes ready for its intended use and the borrowing costs incurred thereafter are recognized in profit or loss for the current period. Capitalization of borrowing costs is suspended during periods in which the acquisition or construction of an asset is interrupted abnormally and the interruption lasts for more than 3 months, until the acquisition or construction is resumed. Interest in the amount of $0.7 million was capitalized for the three and six months ended June 30, 2021. NaN interest was capitalized for the three and six months ended June 30, 2020.

Preliminary Stage Project Costs. Preliminary stage project costs consist of research and development expense in addition to selling, general and administrative expenses related to our RNG and Net-Zero projects.

Income Taxes. There is 0 provision for income taxes because the Company has incurred operating losses since inception.

Concentration of Business Risk. As of June 30,2021,two customers, HCS Group GmbH ("HCS") and Titan Aviation Fuel ("Titan"), comprised approximately 77% and 19%, or approximately 96% in total, of the Company's outstanding trade accounts receivable, respectively. As of December 31,2020, HCS comprised approximately 79% of the Company's outstanding trade accounts receivable.

For the three months ended June 30,2021, HCS, New Vision, LLC ("New Vision") and Titan accounted for approximately 55%, 14% and 13%, or approximately 82% in total, of the Company's consolidated revenue, respectively. For the three months ended June 30,2020, HCS and Coryton Advanced Fuels Ltd ("Coryton") accounted for approximately 76% and 11%, or approximately 87% in total, of the Company's consolidated revenue, respectively. For the six months ended June 30,2021, HCS, New Vision and Titan accounted for approximately 55%, 29% and 13%, or approximately 97% in total, of the Company's consolidated revenue, respectively. For the six months ended June 30,2020 Eco-Energy, LLC ("Eco-Energy"), Purina Animal Nutrition, LLV ("Purina") and HCS accounted for approximately 60%, 17% and 16%, or approximately 93% in total, of the Company's consolidated revenue, respectively. 

Total, AvFuel, Wisconsin, HCS and Coryton are customers of the Company's Gevo segment. Juhl, New Vision, Eco-Energy and Purina are customers of the Company's Agri-Energy segment (see Note 14).

Financial Condition. The Company has incurred consolidated net losses since inception and had a significant accumulated deficit as of MarchJune 31, 30,2021. The Company’s cash and cash equivalents totaled $17.1 million, restricted cash totaled $128.1 million and marketable securities totaled $422.1 million as of March 31, 2021 totaled $525.3 million.June 30,2021. Gevo expects to use its cash, and cash equivalents, restricted cash and marketable securities for the following purposes: (i) development of the Luverne Facility expansion plan; (ii) identification of new production facilities and to plan for expanded production to fulfill existing off-take agreements;agreements, including the Company's Net Zero Projects; (ii) development of the Luverne Facility; (iii) operating activities at the Company’s corporate headquarters in Colorado, including research and development work; (iv) development projects associated with the Company's RNG projects; (v) exploration of strategic alternatives and additional financings, including project financing; and (vi) future debt service obligations.

 

The Company expects to incur future net losses as it continues to fund the development and commercialization of its product candidates. To date, the Company has financed its operations primarily with proceeds from issuance of equity and debt securities, borrowings under debt facilities and product sales. The Company’s transition to profitability is dependent upon, among other things, the successful development and commercialization of its product candidates and the achievement of a level of revenues adequate to support the Company’s cost structure. The Company may never achieve profitability or positive cash flows, and unless and until it does, the Company will continue to need to raise additional capital. Management intends to fund future operations through additional private and/or public offerings of debt or equity securities. In addition, the Company may seek additional capital through arrangements with strategic partners or from other sources, and it will continue to address its cost structure. Notwithstanding, there can be no assurance that the Company will be able to raise additional funds or achieve or sustain profitability or positive cash flows from operations. Management believes it has adequate cash to fund operations for at least one year from the date the financial statements are issued. 

 

 

8

GEVO, INC.

Notes to Consolidated Financial Statements

(unaudited)

January 2021Offering. On January 19, 2021, the Company completed a registered direct offering pursuant to a securities purchase agreement withcertain institutional and accredited investors providing for the issuance and sale by the Company of an aggregate of 43,750,000 shares of the Company’s common stock (the “2021 Shares”) at a price of $8.00 per share (the “January 2021 Offering”). 

The net proceeds to the Company from the January 2021 Offering were approximately $321.9 million, after deducting placement agent fees and other estimated offering expenses payable by the Company.

At-the-Market Offering Program. In February 2018, the Company commenced an at-the-market offering program, which allows it to sell and issue shares of its common stock from time-to-time. In December 2020, the at-the-market offering program was amended to provide available capacity of $150.0 million. 

During the three months ended March 31, 2021, the Company issued 24,420,579 shares of common stock under the at-the-market offering program for total proceeds of $135.8 million, net of commissions and other offering related expenses. 

As of March 31, 2021, the Company has remaining capacity to issue up to approximately $10.6 million of common stock under the at-the-market offering program.

Basis of Presentation. The unaudited consolidated financial statements of the Company (which include the accounts of its wholly-owned subsidiaries Gevo Asset, LLC (“Gevo Asset”), Gevo RNG Holdco, LLC ("Gevo RNG Holdco"), Gevo NW Iowa RNG, LLC ("Gevo RNG") and Agri-Energy, LLC (“Agri-Energy”)) have been prepared, without audit, pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”). Accordingly, they do not include all information and footnotes required by accounting principles generally accepted in the United States (“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 at March 31, 2021 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, 2020.

Preliminary Stage Project Costs. Preliminary stage project costs consist of research and development expense in addition to selling, general and administrative expenses related to our RNG and Net-Zero projects.

Reclassifications. The Company reclassified certain prior period amounts to conform to the current period presentation, including the categorization of preliminary stage project costs on the Consolidated Statements of Operations. These reclassifications had no impact on total revenues, total cost of goods sold, total operating expenses, net loss or stockholders' equity for any period.

Income Taxes. There is no provision for income taxes because the Company has incurred operating losses since inception.

Concentration of Business Risk.As of March 31, 2021, four companies, Total Petrochemicals & Refining USA, Inc. ("Total"), Juhl Clean Energy Assets, Inc. ("Juhl"), AvFuel Corporation ("AvFuel") and Wisconsin Bioproducts ("Wisconsin"), comprised approximately 41%, 27%, 16% and 14%, or approximately 98% in total, of the Company's outstanding trade accounts receivable, respectively. As of December 31, 2020, one customer, HCS Group GmbH ("HCS") comprised approximately 79% of the Company's outstanding trade accounts receivable, respectively.

For the three months ended March 31, 2021, New Vision, LLC ("New Vision") and Av Fuel accounted for approximately 79% and 15%, or approximately 94% in total, of the Company's consolidated revenue, respectively. For the three months ended March 31, 2020, Eco-Energy, LLC ("Eco-Energy") and Purina Animal Nutrition, LLC ("Purina") represented approximately 73% and 22%, or approximately 95% in total, of the Company's consolidated revenue, respectively. Total, AvFuel, Wisconsin and HCS are customers of the Company's Gevo segment. New Vision, Eco-Energy and Purina are customers of the Company's Agri-Energy segment (see Note 14).

9

GEVO, INC.

Notes to Consolidated Financial Statements

(unaudited)

2. Earnings Per Share

 

Basic earnings (loss) per share is computed by dividing the net loss for the period by the weighted-average number of common shares outstanding during the period. Diluted earnings (loss) per share (“EPS”) includes the dilutive effect of common stock equivalents and is computed using the weighted-average number of common stock and common stock equivalents outstanding during the reporting period. Diluted EPS for the three months ended March 31, June30,2021 and 2020 excluded common stock equivalents because the effect of their inclusion would be anti-dilutive or would decrease the reported loss per share.

 

The following table sets forth securities outstanding that could potentially dilute the calculation of diluted earnings per share:

 

  

Three and Six Months Ended June 30,

 
  2021  2020 
         

Warrants to purchase common stock - liability classified

  42,494   

50,812

 

Warrant to purchase common stock - equity classified

  90,608   0 
Conversion of 2020/21 Notes  0   6,780,958 

Outstanding options to purchase common stock

  1,515   1,556 
Stock appreciation rights  67,739   67,739 
         

Total

  202,356   6,901,065 

  

Three Months Ended March 31,

 
  2021  2020 
         

Warrants to purchase common stock - liability classified

  56,735   54,669 

Warrant to purchase common stock - equity classified

  94,108    
Conversion of 2020/21 Notes     6,713,817 

Outstanding options to purchase common stock

  1,517   1,561 
Stock appreciation rights  67,739   67,739 
         

Total

  220,099   6,837,786 
11

 

GEVO, INC.

Notes to Consolidated Financial Statements

(unaudited)

 

3. Revenues from Contracts with Customers and Other Revenues

 

The Company’s current and historical revenues have consisted of the following: (a) hydrocarbon revenue; (b) ethanol sales and related products revenue, net; and (c) grant and other revenue, which primarily has historically consisted of revenues from governmental and cooperative research grants.

 

Hydrocarbon revenue. Hydrocarbon revenues include sales of SAF, isooctene and isooctane and are sold mostly on a free-on-board, shipping point basis. Each transaction occurs independent of any other sale, and once sold, there are no future obligations on the part of the Company to provide post-sale support or promises to deliver future goods or services.

 

Ethanol sales and related products revenues. Ethanol sales and related products revenues are sold to customers on a free-on-board, shipping point basis. Revenue is recognized when the customer has control of the product. Each transaction occurs independent of any other sale, and once sold, there are no future obligations on the part of the Company to provide post-sale support or promises to deliver future goods or services.

 

Grant and other revenues. Grant revenues have historically consisted of governmental and cooperative research grants. Other revenues have historically included occasional short-term (less than one-year)one-year) consulting services and leases of certain storage facilities located at the Luverne Facility.

10

GEVO, INC.

Notes to Consolidated Financial Statements

(unaudited)

 

The following table sets forth the components of the Company’s revenues between those generated from contracts with customers and those generated from arrangements that do not constitute a contract with a customer (in thousands):

 

 

Three Months Ended March 31, 2021

  

Three Months Ended June 30, 2021

 

Major Goods/Service Line

 

Revenues from

Contracts with

Customers

  

Other Revenues

  

Total

  

Revenues from

Contracts with

Customers

  

Other Revenues

  

Total

 
                      

Hydrocarbon revenue

 $13  $  $13  $346  $0  $346 
Other revenue     80   

80

   0   76   76 
                        
 $13  $80  $93  $346  $76  $422 

Timing of Revenue Recognition

                        

Goods transferred at a point in time

 $13  $  $13  $346  $3  $349 

Services transferred over time

     80   80   0   73   73 
                        
 $13  $80  $93  $346  $76  $422 

 

 

Three Months Ended March 31, 2020

  

Three Months Ended June 30, 2020

 

Major Goods/Service Line

 

Revenues from

Contracts with

Customers

  

Other Revenues

  

Total

  

Revenues from

Contracts with

Customers

  

Other Revenues

  

Total

 
                      

Ethanol sales and related products, net

 $3,700  $  $3,700  $83  $0  $83 

Hydrocarbon revenue

  125      125  859  0  859 
Other revenue  46   0   46 
                  
 $3,825  $  $3,825  $988  $0  $988 

Timing of Revenue Recognition

                        

Goods transferred at a point in time

 $3,825  $  $3,825  $942  $0  $942 

Services transferred over time

           46   0   46 
                        
 $3,825  $  $3,825  $988  $0  $988 

 

 

1112

GEVO, INC.

Notes to Consolidated Financial Statements

(unaudited)

  

Six Months Ended June 30, 2021

 

Major Goods/Service Line

 

Revenues from

Contracts with

Customers

  

Other Revenues

  

Total

 
             

Hydrocarbon revenue

 $359  $0  $359 
Other revenue  0   156   156 
             
  $359  $156  $515 

Timing of Revenue Recognition

            

Goods transferred at a point in time

 $359  $3  $362 

Services transferred over time

  0   153   153 
             
  $359  $156  $515 

  

Six Months Ended June 30, 2020

 

Major Goods/Service Line

 

Revenues from

Contracts with

Customers

  

Other Revenues

  

Total

 
             

Ethanol sales and related products, net

 $3,783  $0  $3,783 

Hydrocarbon revenue

  984   0   984 
Other revenue  46   0   46 
             
  $4,813  $0  $4,813 

Timing of Revenue Recognition

            

Goods transferred at a point in time

 $4,767  $0  $4,767 

Services transferred over time

  46   0   46 
             
  $4,813  $0  $4,813 

13

 

GEVO, INC.

Notes to Consolidated Financial Statements

(unaudited)

 

Goods transferred at a point-in-time. For the three and six months ended March 31, June 30,2021 and 2020, there were no0 contracts with customers for which consideration was variable or for which there were multiple performance obligations for any given contract. Accordingly, the entire transaction price is allocated to the goods transferred. As of March 31, June 30,2021 and December 31, 2020, there were no0 remaining unfulfilled or partially fulfilled performance obligations.

 

All goods transferred are tested to ensure product sold satisfies contractual product specifications prior to transfer. The customer obtains control of the goods when title and risk of loss for the goods has transferred, which in most cases is “free-on-board, shipping point”. All material contracts have payment terms of between one to three months and there are no return or refund rights.

 

Services transferred over time. For the three and six months ended March 31, June 30,2021 and 2020, there were no0 contracts for which consideration was variable or for which there were multiple performance obligation for any given contract. Accordingly, the entire transaction price is allocated to the individual service performance obligation. As of March 31, June 30,2021 and December 31, 2020, respectively, there were no0 material unfulfilled or partially fulfilled performance obligations.

 

Contract Assets and Trade Receivables. As of March 31, June 30,2021 and December 31, 2020, there were no0 contract assets or liabilities as all customer amounts owed to the Company are unconditional and the Company does not receive payment in advance for its products. Accordingly, amounts owed by customers are classified as account receivables on the Company’s Consolidated Balance Sheets. In addition, due to the nature of the Company’s contracts, there are no costs incurred or to be paid in the future that qualify for asset recognition as a cost to fulfill or obtain a contract as of March 31, June 30,2021 and December 31, 2020. The Company did not incur any impairment losses on any receivables as all amounts owed were paid or current as of March 31, June 30,2021 or December 31, 2020.

 

4. Leases, Right-to-UseRight-of-Use Assets and Related Liabilities

 

The operating lease contracts for the Company are comprised of a facility and an equipment leaseslease necessary to conduct the Company's day-to-day operations for which the Company maintains control of right-to-use assets and incurs the related liabilities. Right-of-use assets totaling $1.7 million are included in "Deposits and other assets," and $1.9 million ofoperations. The lease liabilities are included in "Other long-term liabilities" in the Consolidated Balance Sheets, respectively, as of March 31, 2021.

The Company has two lease agreements that qualify as “operating” based on the terms and conditions at the commencement date for each lease. The first lease is for the Company'sCompany’s office and research facility in Englewood, Colorado which expires in January 2029, and includes monthly charges2029. The lease for common area and maintenance charges. The secondplant equipment used by Agri-Energy at the Luverne Facility expires August 2021. Neither of the operating leases contains an option to extend the lease that is for equipment.reasonably certain to be exercised. All other operating leases qualified for the short-term scope exemption.

exemption elected by the Company. The Company recognizes rent expense on its operating leaseslease on a straight-line basis. The Company has elected the practical expedient to not separate lease components from non-lease components for these asset classes. As of June 30, 2021, right-of-use assets under operating leases totaling $1.8 million are included in "Operating right-of use assets," and related lease liabilities totaling $1.8 million are included in "Operating lease liabilities (long-term)”.   

The Company also has four finance leases for land under arrangements related to Gevo RNG. Under these contracts, the Company leases land from dairy farmers on which it is building three anaerobic digesters, related equipment and pipelines to condition raw biogas from cow manure provided by the farmers. The partially conditioned biogas will be transported from the three digester sites to a central gas upgrade system located at the fourth site that will upgrade the biogas to pipeline quality natural gas for sale. These leases expire at various dates between 2031 and 2047. Certain leases provide the Company with the right to terminate the lease prior to the stated lease expiration date; however, the Company is reasonably certain not to exercise such termination right and thus periods beyond this termination right have been recognized as part of the Company’s right-of-use assets and lease liabilities. In addition, some of these leases include renewal periods that have been deemed to be reasonably certain to be exercised and as such have been recognized as part of the Company’s right-of-use assets and lease liabilities. The Company has elected the practical expedient to not separate lease components from non-lease components for this dairy lease asset class and therefore, all amounts paid to the lessor under these arrangements for cow manure and nonlease services are classified as lease payments and included in the calculation of the right-of-use assets and lease liabilities. This results in significantly higher right-of-use assets and lease liabilities than if the Company did not elect this practical expedient. As of June 30, 2021, right-of-use assets under finance leases totaling $27.5 million are included in "Finance right-of-use assets," and related lease liabilities totaling $24.6 million are included in the Consolidated Balance Sheets as follows: $4.9 million of lease liabilities included in "Finance lease liabilities (current) and $19.7 million included in "Finance lease liabilities (long-term)".

 

The Company began leasing its grain bins in Luverne, Minnesota in October 2020 through a short-term operating lease agreement which expires in July 2021. Rental income for the three and six months ended March 31, June 30,2021 totaled $0.1 million.million and $0.1 million, respectively.

 

 

 

GEVO, INC.

Notes to Consolidated Financial Statements

(unaudited)

 

The following table presents the (a) costs by lease category and (b) other quantitative information relating to the Company’s leases (dollars in thousands):

 

  

Three Months Ended March 31,

 
  

2021

  

2020

 

Lease Cost

  

 

     
Financing lease cost $11  $1 

Operating lease cost

  61   471 

Short-Term lease cost

  132   80 

Variable lease cost (1)

  39   32 
         

Total lease cost

 $243  $584 
         
(1) Represents amounts incurred in excess of minimum payments for common area maintenance and present value discounts 
         
  Three Months Ended March 31,  
  2021  2020 

Other Information

        

Cash paid for the measurement of lease liabilities:

       ��
Operating cash flows from finance lease $6  $1 

Operating cash flows from operating leases

  61   471 
Finance cash flows from finance lease  7    
Right-to-use asset obtained in exchange for new financing lease liability     13 
Right-to-use asset obtained in exchange for new operating lease liability  

1,562

     
Weighted-average remaining lease term, financing lease (months)  221   59 

Weighted-average remaining lease term, operating leases (months)

  94   18 
Weighted-average discount rate - financing lease (2)  13%  21%

Weighted-average discount rate - operating leases (3)

  5%  12%
         
(2) The discount rate used for the finance lease was based on the rate implicit in the lease.     
(3) The discount rate used for operating leases is based on our implicit borrowing rate at the date the Company entered into the lease.      
  

Three Months Ended June 30,

 
  

2021

  

2020

 

Lease Cost

  

 

     
Finance lease cost (1):        
Amortization of right-of-use assets $3,356  $1 
Interest on lease liabilities  0   0 

Operating lease cost

  67   63 

Short-Term lease cost

  495   100 

Variable lease cost (2)

  31   40 
         

Total lease cost

 $3,949  $204 

  

Six Months Ended June 30,

 
  

2021

  

2020

 

Lease Cost

  

 

     
Finance lease cost (1):        
Amortization of right-of use assets $3,367  $2 
Interest on lease liabilities  0   0 

Operating lease cost

  128   534 

Short-Term lease cost

  627   180 

Variable lease cost (2)

  70   72 
         

Total lease cost

 $4,192  $788 

(1) Finance lease costs are capitalized as a cost of constructing the facility included in "Property, plant and equipment, net" as the RNG facilities are still under construction
(2) Represents amounts incurred in excess of minimum payments

  Six Months Ended June 30,  
  2021  2020 

Other Information

        

Cash paid for amounts included in the measurement of lease liabilities:

        
Operating cash flows from finance leases $321  $2 

Operating cash flows from operating leases

  128   534 
Finance cash flows from finance leases  3,046   1 
Right-of-use asset obtained in exchange for new finance lease liabilities  27,775   13 
Right-of-use asset obtained in exchange for new operating lease liabilities  1,562   0 
Weighted-average remaining lease term, finance lease (months)  218   56 

Weighted-average remaining lease term, operating leases (months)

  91   13 
Weighted-average discount rate - finance leases (3)  5%   21% 

Weighted-average discount rate - operating leases (3)

  5%   12% 

(3) The discount rate used for operating leases is based on our implicit borrowing rate ("IBR") at the date the Company entered into the lease. The Company estimated the IBR based collateralized borrowings for similar terms and payments.

 

The table below shows the future minimum payments under non-cancelable financing and operating leases at March 31,June 30, 2021 (in thousands):

Year Ending December 31,

 

Operating Leases

  

Finance Leases

 
         

2021 (remaining)

 $

26

  $

3,915

 

2022

  24   4,473 
2023  297   1,709 
2024  305   1,725 
2025  315   1,738 
2026 and thereafter  1,030   

21,617

 

Total

  1,997   35,177 

Less: Amounts representing present value discounts

  (391) 

(10,574

)
         
Total lease liabilities  1,606   24,603 
Less: current portion  177   (4,888)
Long-term portion $1,783  $19,715 

GEVO, INC.

Notes to Consolidated Financial Statements

(unaudited)

5. Inventories

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

 

Year Ending December 31,

 

Operating Leases

  

Financing Leases

 
         

2021 (remaining)

 $

103

  $

25

 

2022

  24   26 
2023  297   26 
2024  305   26 
2025  1,042   22 
2026 and thereafter  1,030   301 

Total

  2,801   426 

Less: Amounts representing present value discounts

  (1,138) 

(263

)
         
Total lease liabilities $1,663  $163 
  

June 30,

  

December 31,

 
  

2021

  

2020

 

Raw materials

        

Enzymes and other inputs

 $138  $133 
Nutrients  1   

1

 

Finished goods

        
SAF, Isooctane and Isooctene  300   756 

Work in process

        

Gevo

  4   5 
Palladium  410   235 

Spare parts

  1,363   1,361 
         

Total inventories

 $2,216  $2,491 

 

On March 29, 2021, Gevo signed a first amendment to a land lease agreementWork in northwest Iowa dated January 7, 2020. The lease term is for 10 years after the digester facility becomes operational, estimated to occur in December 2021. 

process inventory includes unfinished SAF, isooctane and isooctene inventory.

 

 

GEVO, INC.

Notes to Consolidated Financial Statements

(unaudited)

 

 

5. Inventories

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

  

March 31,

  

December 31,

 
  

2021

  

2020

 

Raw materials

        

Enzymes and other inputs

 $121  $133 
Nutrients  1   

1

 

Finished goods

        
SAF, Isooctane and Isooctene  725   756 

Work in process

        

Gevo

  5   5 
Palladium  235   235 

Spare parts

  1,365   1,361 
         

Total inventories

 $2,452  $2,491 

Work in process inventory includes unfinished SAF, isooctane and isooctene inventory.

GEVO, INC.

Notes to Consolidated Financial Statements

(unaudited)

6. Property, Plant and Equipment

 

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

 

 

Useful Life

  

March 31,

  

December 31,

  

Useful Life

 

June 30,

 

December 31,

 
 

(in years)

  

2021

  

2020

  

(in years)

  

2021

  

2020

 
                          
Luverne retrofit asset  20   $70,820  $70,820��  20   $

70,820

  $70,820 

Plant machinery and equipment

  10    17,374   17,374   10    17,374   17,374 

Site improvements

  10    7,157   7,157   10   7,157  7,157 

Lab equipment, furniture and fixtures and vehicles

  5    6,396   6,396   5   6,365  6,396 

Demonstration plant

  2    3,597   3,597   2   3,597  3,597 

Buildings

  

10

    2,543   2,543   

10

   2,543  2,543 

Leasehold improvements, pilot plant, land and support equipment

  2 to 5    2,523   2,523  2to5  2,523  2,523 
Computer, office equipment and software  3 to 6   2,021  1,983  3to6  2,182  1,983 
Construction in progress      18,525   13,132       28,122   13,132 
                      

Total property, plant and equipment

       130,956   125,525       140,683  125,525 

Less accumulated depreciation and amortization

       (60,260)  (59,117)       (61,440)  (59,117)
                          

Property, plant and equipment, net

      $70,696  $66,408       $79,243  $66,408 

 

The Company recorded depreciation and amortization expense related to property, plant and equipment as follows (in thousands):

 

 

Three Months Ended March 31,

  

Three Months Ended June 30,

 
 

2021

  

2020

  

2021

  

2020

 
         

Cost of goods sold

 $1,088  $1,587  $1,172  $1,575 

Operating expenses

  56   56   46   50 
         

Total depreciation and amortization

 $1,144  $1,643  $1,218  $1,625 

  

Six Months Ended June 30,

 
  

2021

  

2020

 
         

Cost of goods sold

 $2,260  $3,162 

Operating expenses

  102   106 
         

Total depreciation and amortization

 $2,362  $3,268 

 

 

15

 

GEVO, INC.

Notes to Consolidated Financial Statements

(unaudited)

 

 

7. Embedded Derivatives Liabilities 

 

Derivative Warrant Liability

 

There were no0 warrants sold by the Company during the threesix months ended March 31, June 30,2021.

 

The following table sets forth information pertaining to shares issued upon the exercise of warrants as of March 31,June 30, 2021:

 

Issuance

Date

 

Expiration

Date

 

Exercise

Price as of

March 31, 2021

 

Shares

Underlying

Warrants on

Issuance Date

 

Shares Issued

upon Warrant

Exercises as of

March 31, 2021

 

Shares

Underlying

Warrants

Outstanding as of

March 31, 2021

  

Issuance

Date

  

Expiration

Date

  

Exercise

Price as of

June 30, 2021

  

Shares

Underlying

Warrants on

Issuance Date

  

Shares Issued

upon Warrant

Exercises as of

June 30, 2021

  

Shares

Underlying

Warrants

Outstanding as of

June 30, 2021

 
              

Series F Warrants

04/01/2016

 

04/01/2021

 $40.00 25,733 11,692 14,041 

Series I Warrants

09/13/2016

 

09/13/2021

 $

220.00

 35,368  35,368  

9/13/2016

 

9/13/2021

  $220.00  35,368  0  35,368 

Series K Warrants

02/17/2017

 

2/17/2022

 $2.00 315,986 308,660 7,326  

2/17/2017

 

2/17/2022

  $2.00  315,986  308,860  7,126 
Series 2020-A Warrants (1)7/6/2020 7/6/2025 $0.60 30,000,000 29,905,892 94,108  7/6/2020 7/6/2025  $0.60   30,000,000   29,909,392   90,608 
             
       30,377,087 30,226,244 150,843            30,351,354   30,218,252   133,102 

(1)

(1)   The Series 2020-A2020-A Warrants are equity-classified warrants.

 

16
GEVO, INC.

Notes to Consolidated Financial Statements

(unaudited)

 

The agreements governing the above warrants include the following terms:

 

certain warrants have exercise prices which are subject to adjustment for certain events, including the issuance of stock dividends on the Company’s common stock and, in certain instances, the issuance of the Company’s common stock or instruments convertible into the Company’s common stock at a price per share less than the exercise price of the respective warrants;

certain warrants have exercise prices which are subject to adjustment for certain events, including the issuance of stock dividends on the Company’s common stock and, in certain instances, the issuance of the Company’s common stock or instruments convertible into the Company’s common stock at a price per share less than the exercise price of the respective warrants;

 

warrant holders may exercise the warrants through a cashless exercise if, and only if, the Company does not have an effective registration statement then available for the issuance of the shares of its common stock. If an effective registration statement is available for the issuance of its common stock a holder may only exercise the warrants through a cash exercise;

warrant holders may exercise the warrants through a cashless exercise if, and only if, the Company does not have an effective registration statement then available for the issuance of the shares of its common stock. If an effective registration statement is available for the issuance of its common stock a holder may only exercise the warrants through a cash exercise;

 

the exercise price and the number and type of securities purchasable upon exercise of the warrants are subject to adjustment upon certain corporate events, including certain combinations, consolidations, liquidations, mergers, recapitalizations, reclassifications, reorganizations, stock dividends and stock splits, a sale of all or substantially all of the Company’s assets and certain other events; and

the exercise price and the number and type of securities purchasable upon exercise of the warrants are subject to adjustment upon certain corporate events, including certain combinations, consolidations, liquidations, mergers, recapitalizations, reclassifications, reorganizations, stock dividends and stock splits, a sale of all or substantially all of the Company’s assets and certain other events; and

 

in the event of an “extraordinary transaction” or a “fundamental transaction” (as such terms are defined in the respective warrant agreements), generally including any merger with or into another entity, sale of all or substantially all of the Company’s assets, tender offer or exchange offer, or reclassification of its common stock, in which the successor entity (as defined in the respective warrant agreements) that assumes the successor entity is not a publicly traded company, the Company or any successor entity will pay the warrant holder, at such holder’s option, exercisable at any time concurrently with or within 30 days after the consummation of the extraordinary transaction or fundamental transaction, an amount of cash equal to the value of such holder’s warrants as determined in accordance with the Black-Scholes option pricing model and the terms of the respective warrant agreement. In some circumstances, the Company or successor entity may be obligated to make such payments regardless of whether the successor entity that assumes the warrants is a publicly traded company.

in the event of an “extraordinary transaction” or a “fundamental transaction” (as such terms are defined in the respective warrant agreements), generally including any merger with or into another entity, sale of all or substantially all of the Company’s assets, tender offer or exchange offer, or reclassification of its common stock, in which the successor entity (as defined in the respective warrant agreements) that assumes the successor entity is not a publicly traded company, the Company or any successor entity will pay the warrant holder, at such holder’s option, exercisable at any time concurrently with or within 30 days after the consummation of the extraordinary transaction or fundamental transaction, an amount of cash equal to the value of such holder’s warrants as determined in accordance with the Black-Scholes option pricing model and the terms of the respective warrant agreement. In some circumstances, the Company or successor entity may be obligated to make such payments regardless of whether the successor entity that assumes the warrants is a publicly traded company.

 

During the threesix months ended March 31,June 30, 2021, common stock was issued as a result of exercise of warrants as shown below (dollars in thousands):

 

  

Common Stock Issued

  

Proceeds

 
         

Series 2020-A Warrants

  1,863,058  $1,117 
  

Common Stock Issued

  

Proceeds

 
Series K Warrants  200   1 
Series 2020-A Warrants  1,866,558   1,120 

 

  1,866,758  $1,121 

 

1719

 

GEVO, INC.

Notes to Consolidated Financial Statements

(unaudited)

 

 

8. 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 sheetsConsolidated Balance Sheets (in thousands):

 

 

March 31,

 

December 31,

  

June 30,

 

December 31,

 
 

2021

 

2020

  

2021

 

2020

 

            

Accounts payable - trade

 $7,696 $897 
RNG accrued project costs  5,105 0 
Accrued employee compensation $1,677 $1,960  2,319 1,960 

Accounts payable - trade

  3,841  897 
Accrued utilities and supplies  58  5 

Other accrued liabilities

  4,134  1,263   1,273  1,086 
              

Total accounts payable and accrued liabilities

 $9,710 $4,125  $16,393 $3,943 

 

1820

 

GEVO, INC.

Notes to Consolidated Financial Statements

(unaudited)

 

 

9. Debt

2021 Bond Issuance

On April 15, 2021, 2021 Bonds were issued totaling $68,155,000. The 2021 Bonds initially bear interest at the rate of 1.50% per annum during the Initial Term Rate Period (as defined in the hereinafter defined Indenture), payable semi-annually on January 1 and July 1 of each year, commencing on July 1, 2021, mature on April 1,2042. The 2021 Bonds are callable on or after October 1, 2022, are remarketable, and are also subject to mandatory tender for purchase pursuant to the terms of the Indenture (as defined below).

The 2021 Bonds were issued under a Trust Indenture, dated as of April 1, 2021 (the “Indenture”), between the Authority and Citibank, N.A., as trustee (the “Trustee”). The principal of and the interest on the 2021 Bonds is payable solely from (i) payments to be made by Gevo RNG to the Trustee pursuant to a separate financing agreement, dated as of April 1, 2021 (the “Bond Financing Agreement”), between Gevo RNG and the Authority, (ii) all moneys received by the Authority or the Trustee in respect of payment of the loan of the proceeds of the 2021 Bonds from the Authority to Gevo RNG pursuant to the Bond Financing Agreement, (iii) all moneys and investments in the “Bond Fund” established and maintained by the Trustee pursuant to the Indenture, including without limitation moneys received by the Trustee pursuant to the Letter of Credit (as defined below), (iv) all moneys and investments in the “Project Fund” established and maintained by the Trustee pursuant to the Indenture from proceeds of the sale of the 2021 Bonds, and (v) all income and profit from the investment of the foregoing moneys, excluding any payments received by the Authority pursuant to rights of the Authority to receive certain additional payments and reimbursements of expenses as set forth in the Bond Financing Agreement. Pursuant to the Bond Financing Agreement, the proceeds of the 2021 Bonds will be loaned to Gevo RNG (1) to finance in part the construction of the biogas facility to be developed, designed, constructed, owned and operated by or on behalf of Gevo RNG, which is comprised of (A) three anaerobic digesters and related equipment situated on dairy farms located in Northwest Iowa that will produce partially conditioned raw biogas from cow manure, (B) gathering pipelines to transport biogas to a centrally located gas upgrade system, (C) a centrally located gas upgrade system located in Doon, Iowa that will upgrade biogas to pipeline quality natural gas and interconnect to Northern Natural Gas’ interstate pipeline and (D) other related improvements, (2) to capitalize a portion of the interest due on the 2021 Bonds during the Initial Term Rate Period to be used to reimburse the Credit Facility Provider (as defined below) for interest draws on the Letter of Credit during such period, and (3) to pay a portion of the costs of issuing the 2021 Bonds.

On April 15, 2021, Gevo obtained a letter of credit for $71.2 million (the “Letter of Credit”) from the Credit Facility Provider, pursuant to the terms of a letter of credit reimbursement agreement dated as of April 1, 2021 (the “Reimbursement Agreement”), between Gevo and the Credit Facility Provider. The Letter of Credit will permit the Trustee to draw thereon in accordance with its terms in amounts sufficient to pay the principal and purchase price of the 2021 Bonds and up to 203 days’ interest on the 2021 Bonds. Pursuant to the terms of the Reimbursement Agreement, Gevo is obligated to reimburse the Credit Facility Provider for amounts drawn under the Letter of Credit. It is expected that payments of the principal and interest on the 2021 Bonds, and the purchase price of 2021 Bonds that are tendered for mandatory purchase and not remarketed, will be made by draws on the Letter of Credit. Gevo has pledged and assigned restricted cash to the Credit Facility Provider as security for the reimbursement obligations of Gevo pursuant to the Reimbursement Agreement in an amount equal to the principal amount of the 2021 Bonds plus three years of interest payments on the 2021 Bonds.

Gevo anticipates remarketing the 2021 Bonds under revised terms that will include a long-term maturity date and be non-recourse to Gevo. Upon a successful remarketing, Gevo anticipates that the Letter of Credit, the Reimbursement Agreement, and the associated pledge of cash will be terminated.

 

Loans Payable - Other

 

The equipment loans are secured by the related equipment.

 

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"). The SBA Loans are subject to the potential for partial or full loan forgiveness as dictated by U.S. federal law. Principal and interest are deferred until August 2021 and interest continues to accrue during the deferral period. The SBA Loans are payable monthly beginning August 5, 2021, with aggregate payments totaling $0.06 million per month, including interest and principal. The SBA Loans are subject to partial or full forgiveness for the initial 24-week period following the loan disbursement if all proceeds are used for eligible purposes and within certain thresholds, the Company maintains certain employment levels and the Company maintains certain compensation levels.

The balance of these loans at March 31, 2021 and December 31, 2020 are as follows (in thousands):

 

Interest Rate

 Maturity Date  March 31, 2021  December 31, 2020 
             
SBA Loans1% April 2025  $1,006  $1,006 
Equipment4% - 5% October 2021 - December 2024   222   248 
             
Total notes payable - other      1,228   1,254 
Less current portion      (1,016)  (807)
             
Long-term portion     $212  $447 

Future payments for Loans Payable - Other are as follows (in thousands):
Year ending December 31,    
     
2021 (remaining) $778 
2022  356 
2023  62 
2024  32 
     
  $1,228 

On April 15, 2021, the Small Business Administration forgave 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. The remaining SBA PPP loan for Agri-Energy totals $0.4 million, bears interest at 1.0% and matures in April 2025. Monthly payments of $8 thousand begin$8,000 began on June 5, 2021 and are payable through April 2025.

The summary of the 2021 Bonds and Loans payable - other at June 30, 2021 and December 31, 2020 are as follows (in thousands):

  

Interest Rate

  Maturity Date June 30, 2021  December 31, 2020 
                  
2021 Bonds  1.5%   January 2042 $66,120  $0 
SBA Loans  1.0%   April 2025  368   1,006 
Equipment 4%to5%  February 2022toDecember 2024  200   248 
                  
Total loans payable - other           66,688   1,254 
Less current portion           (174)  (807)
                  
Long-term portion          $66,514  $447 

Future principal payments for the Company's long-term debt are as follows (in thousands):
Year ending December 31,    
     
2021 (remaining) $89 
2022  161 
2023  159 
2024  66,250 
2025  29 
     
  $66,688 

Included in the 2021 Bonds above is Bond Premium of $0.8 million and Debt Issuance Costs of $2.8 million in the principal portion. During the three months ended June 30, 2021, Bond Premium amortization was $0.1 million and Debt Issuance Cost amortization was $0.2 million based on the effective interest method and charged to interest expense as of June 30, 2021. 

 

 

19

 

GEVO, INC.

Notes to Consolidated Financial Statements

(unaudited)

 

 

10. Equity Incentive Plans

 

2010 Stock Incentive Plan. In February 2011, the Company’s stockholders approved the Gevo, Inc. 2010 Stock Incentive Plan (as amended and restated to date, the "2010"2010 Plan"). The 2010 Plan provided 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. On June 3, 2020,9, 2021, with approval of 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 a total of 6,980,07422,980,074 shares.

 

Restricted common stock activity during the threesix months ended March 31, June 30,2021 consisted of the following:

 

During the three months ended March 31, 2021, the Company cancelled 121,466 shares of common stock related to the vested restricted stock awards due to the resignation of a director.
During the three months ended March 31, 2021, the Company cancelled 121,499 shares of common stock related to the unvested restricted stock awards due to the resignation of a director and an employee.
During the three months ended June 30, 2021, the Company issued 23,795 restricted stock awards to its employees vesting immediately, 47,590 restricted stock awards vesting over two years, 39,860 restricted stock awards vesting over three years and 25,791 restricted stock awards vesting over four years.
The Company withheld 226,709 shares of common stock to settle income taxes related to the vested restricted stock awards for certain employees during the three months ended June 30, 2021.

 

At March 31, June 30,2021, 1,351,858 17,441,531 shares remainremained available for awards under the 2010 Plan.

 

Employee Stock Purchase Plan. In February 2011, the Company’s stockholders approved the Employee Stock Purchase Plan (the "ESPP"). The offering periods for the ESPP are from January 1 to June 30 and from July 1 to December 31 of each calendar year. The Company has reserved 190 shares of common stock for issuance under the ESPP, of which 190 shares as of March 31, June 30,2021 are available for future issuance. The purchase price of the common stock under the ESPP is 85% of the lower of the fair market value of a share of common stock on the first or last day of the purchase period. There were no0 purchases of common stock under the ESPP during the threesix months ended March 31, June 30,2021 or 2020.

 

 

GEVO, INC.

Notes to Consolidated Financial Statements

(unaudited)

 

 

11. Stock-Based Compensation

 

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 (in thousands) for the periods indicated:

 

 

Three Months Ended March 31,

  

Three Months Ended June 30,

  Six Months Ended June 30, 
 2021  2020  2021  2020  2021  2020 

Restricted stock

         

Research and development

 $125  $76  $121  $135  $246  $211 
Selling, general and administrative  437   260  737  362  1,174 622 
         
Stock appreciation rights         
Research and development  

348

   (79) (159) 2  189 (77)

Selling, general and administrative

  15   (85)  (7)  2   8   (83)
         

Total stock-based compensation

 $925  $172  $692  $501  $1,617  $673 

 

 

Stock Option Award Activity. Stock option activity under the Company’s stock incentive plans at March 31,June 30, 2021 and changes during the threesix months ended March 31,June 30, 2021 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, 2020

 

1,552

 

$

556.13

 

5.58

 

$

 

 

1,552

 

$

556.13

 

5.58

 

$

 

Granted

 

 

$

 

 

 

 

 

 

 

0

 

$

0

 

 

 

 

 

 

Canceled or forfeited

 

(35

)

 

$

876.00

 

 

 

 

 

 

 

(37

)

 

$

5,471.13

 

 

 

 

 

 

Exercised

 

 

$

 

 

 

 

 

 

 

0

 

$

0

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Options outstanding at March 31, 2021

 

1,517

 

$

548.75

 

5.36

 

$

 

Options outstanding at June 30, 2021

 

1,515

 

$

436.89

 

5.12

 

$

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Options exercisable at March 31, 2021

 

1,517

 

$

548.75

 

5.36

 

$

 

Options exercisable at June 30, 2021

 

1,515

 

$

436.89

 

5.12

 

$

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Options vested and expected to vest at March 31, 2021

 

1,517 

 

$

548.75 5.36

 

$

 

Options vested and expected to vest at June 30, 2021

 

1,515 

 

$

436.89 5.12

 

$

 

 

(1)(1)  Exercise price of options outstanding range from $20 to $99,300 as of March 31,June 30, 2021.

 

 

 

GEVO, INC.

Notes to Consolidated Financial Statements

(unaudited)

 

Restricted Stock. Non-vested restricted stock awards at March 31,June 30, 2021 and changes during the threesix months ended March 31,June 30, 2021 were as follows:

 

 

 

 

 

Weighted-

 

 

 

 

 

Weighted-

 

 

 

 

 

Average

 

 

 

 

 

Average

 

 

Number of

 

Grant-Date

 

 

Number of

 

Grant-Date

 

 

Shares

 

Fair Value

 

 

Shares

 

Fair Value

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-vested at December 31, 2020

 

4,701,556 

 

$

0.79 

 

4,701,556 

 

$

0.79 

Granted

 

 

 

$

 

 

137,036 

 

$

8.50

 

Vested

 

 

 

$

 

 

(646,588)

 

$

2.16 

Canceled or forfeited

 

(120,808)

 

$

0.81

 

 

(120,808)

 

$

0.81

 

 

  

 

 

 

 

 

  

 

 

 

 

Non-vested at March 31, 2021

 

4,580,748 

 

$

0.79 

Non-vested at June 30, 2021

 

4,071,196 

 

$

0.84 

 

The total fair value of restricted stock that vested during the threesix months ended March 31, June 30,2021 was nil.$1.4million. As of March 31, June 30,2021, the total unrecognized compensation expense, net of estimated forfeitures, relating to restricted stock awards was $1.9$2.2 million, which is expected to be recognized over the remaining weighted-average period of approximately 1.1 years.1.7 years

 

 

12. 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.

 

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 March 31, June 30,2021, the Company did not have any liabilities associated with indemnities.

 

In addition, the Company, as permitted under Delaware law and in accordance with its amended and restated certificate of incorporation and amended and restated bylaws, in each case, as amended to date, indemnifies its officers and directors for certain events or occurrences, subject to certain limits, while the officer or director is or was serving at the Company’s request in such capacity. 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 for 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. NoNaN environmental liabilities have been recorded as of March 31, June 30,2021.

 

 

GEVO, INC.

Notes to Consolidated Financial Statements

(unaudited)

 

 

13. 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.

These tables present theThe carrying value and fair value, by fair value hierarchy, of the Company's financial instruments at March 31,June 30, 2021 and December 31, 2020, respectively, are as follows (in thousands). The Company believes that the fair value of its Loans Payable - Other approximated book value, which totaled $1.2 million and $1.3 million at March 31, 2021 and December 31, 2020, respectively.:

 

     

Fair Value Measurements at March 31, 2021

(In thousands)

      

Fair Value Measurements at June 30, 2021

(In thousands)

 
 

Fair Value at

March 31,

2021

  

Quoted Prices in

Active Markets for

Identical Assets

(Level 1)

  

Significant Other

Observable Inputs

(Level 2)

  

Significant

Unobservable

Inputs

(Level 3)

  

Fair Value at

June 30,

2021

  

Quoted Prices in

Active Markets for

Identical Assets

(Level 1)

  

Significant Other

Observable Inputs

(Level 2)

  

Significant

Unobservable

Inputs

(Level 3)

 

Recurring:

                
Derivative Warrant Liability $84  $  $  $84 
Recurring         
Marketable securities         
U.S. Treasury notes $288,551 $288,551 $0 $0 
U.S. Government-sponsored enterprise securities 133,504 133,504 0 0 
         
Other         
Derivative warrant liability  41   0   0   41 
Total $422,096  $422,055  $0  $41 
                 

Nonrecurring

                              

Palladium and finished goods inventory

 $880  $264  $616  $  $

733

  $433  $300  $0 

 

 
      

Fair Value Measurements at December 31, 2020

(In thousands)

 
  

Fair Value at

December 31,

2020

  

Quoted Prices in

Active Markets for

Identical Assets

(Level 1)

  

Significant Other

Observable Inputs

(Level 2)

  

Significant

Unobservable

Inputs

(Level 3)

 

Recurring:

                

Derivative Warrant Liability

 $31  $  $  $31 
                 
                 

Nonrecurring

               

Corn, palladium and finished goods inventory

 $866  $235  $631  $ 
 
      

Fair Value Measurements at December 31, 2020

(In thousands)

 
  

Fair Value at

December 31,

2020

  

Quoted Prices in

Active Markets for

Identical Assets

(Level 1)

  

Significant Other

Observable Inputs

(Level 2)

  

Significant

Unobservable

Inputs

(Level 3)

 

Recurring

                

Derivative Warrant Liability

 $31  $0  $0  $31 
                 

Nonrecurring

               

Corn, palladium and finished goods inventory

 $866  $235  $631  $0 

 

23

 

GEVO, INC.

Notes to Consolidated Financial Statements

(unaudited)

 

The following table provides changes to those fair value measurements using Level 3 inputs for the threesix months ended March 31June 30, 2021 (in thousands):

 

 

Fair Value Measurements Using Significant Unobservable Inputs

(Level 3)

 
     

Fair Value Measurements Using Significant Unobservable Inputs

(Level 3)

 
 

Derivative Warrant Liability 

  

Derivative Warrant Liability 

 
        

Balance, December 31, 2020

 $31  $31 
      

Total loss included in earnings

  53   10 
        
Balance, March 31, 2021 $84 
Balance, June 30, 2021 $41 

 

There were no transfers to or from Level 3 in the threesix months ended March 31June 30, 2021.

 

The Company's investment in Marketable securities is recorded at fair value based on quoted market prices. The Company believes that the carrying value of its Cash and cash equivalents, Restricted cash, Accounts receivable, Accounts payable and accrued liabilities and Loans Payable - Other approximate fair value due to their short maturities.

For the 2021 Bonds, the fair values are estimated using the Black-Derman-Toy interest rate lattice framework. The carrying values and estimated fair values of the 2021 bonds as of June 30, 2021 are summarized as follows:

  June 30, 2021 
  Carrying Value  Estimated Fair Value 
         
2021 Bonds  $68,155   $69,143 

Inventories. The Company records its corn and palladium inventory at fair value only when the Company’s cost of corn and palladium purchased exceeds the market value for corn.corn and palladium. The Company determines the market value of corn and palladium based upon Level 1 inputs using quoted market prices. The Company records its hydrocarbon, isobutanol and ethanol inventory at market using Level 2 inputs.

 

Derivative Warrant Liability. The Company valued the Series F Warrants and Series K Warrants using a Monte-Carlo model (Level 3)3) and other warrants using Black-Scholes models comprised of some inputs requiring the use of Monte-Carlo models (Level 3)3)

 

While theThe 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 determinehas not elected the fair value option for any of certain financial instruments could resultits instruments.

The Company's investments in a different estimate ofmarketable securities are stated at fair value and are available-for-sale. The Company had no investments in marketable securities at December 31, 2020. The following table summarizes the reporting date.Company's investments in marketable securities (in thousands):

 

     

Available-for-Sale Securities at June 30, 2021

 
 Maturity 

Amortized Cost Basis

  

Gross Unrealized Losses

  

Fair Value

 
              
Short-term marketable securities             
U.S. Treasury notesWithin one year $201,311  $(151) $201,160 
U.S. Government-sponsored enterprise securitiesWithin one year  45,743   (17)  45,726 
Total  $247,054  $(168) $246,886 
              

Long-term marketable securities

             
U.S Treasury notesWithin two years $87,442  $(51) $87,391 
U.S. Government-sponsored enterprise securitiesWithin two years  87,866   (88)  87,778 
Total  $175,308  $(139) $175,169 

GEVO, INC.

Notes to Consolidated Financial Statements

(unaudited)

 

14. Segments

 

The Company's chief operating decision maker is provided with and reviews a monthly executive package which separately identifies its business segments based on the nature of the products and services offered through each of its consolidated legal entities. In January 2021, the Company began to separately identify the Renewal Natural Gas Segment and Net-Zero Segment in the monthly executive package. As such, the Company has determined that it has four operating segments: (i) Gevo segment; (ii) Agri-Energy segment; (iii) Renewable Natural Gas segment; and (iv) Net-Zero 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 isobutanol, including the development of our proprietary biocatalysts, the production and sale of bio jet fuel, the Company’s retrofit process and the next generation of chemicals and biofuels that will be based on the Company’s isobutanol technology. The Gevo segment also develops, maintains and protects its intellectual property portfolio, develops future markets for its isobutanol and provides corporate oversight services.

 

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

 

Renewable Natural Gas Segment. The Renewable Natural Gas segment produces low-carbon methane from the manure of cows and pigs for the production of energy.

 

Net-Zero Segment. The Net-Zero segment is responsible for the production of energy dense liquid hydrocarbons using renewable energy and our proprietary technology. The concept of a Net-Zero Project is to convert renewable energy (photosynthetic, wind, renewable natural gas, biogas).

 

 

GEVO, INC.

Notes to Consolidated Financial Statements

(unaudited)

 

The Company’s chief operating decision maker is provided with and reviews the financial results of each of the Company’s consolidated legal entities, Gevo, Inc. and Agri-Energy, LLC, as well as its Renewable Natural Gas and Net-Zero projects. The Company organizes its business segments based on the nature of the products and services offered through each of its consolidated legal entities. Substantially all revenue is earned and all assets are held in the U.S.

 

  

Three Months Ended March 31,

 
  2021  2020 

Revenues:

        
Gevo $13  $125 

Agri-Energy

  80   3,700 

Renewable Natural Gas

      
Net-Zero      
         

Consolidated

 $93  $3,825 
         

Loss from operations:

        

Gevo

 $(5,104) $(2,881)

Agri-Energy

  (2,047)  (4,939)
Renewable Natural Gas  (68)  (156)
Net-Zero  (2,659)   
         

Consolidated

 $(9,878) $(7,976)
         

Interest expense:

        

Gevo

 $  $543 

Agri-Energy

     2 
Renewable Natural Gas  5    
Net-Zero      
         

Consolidated

 $5  $545 
         

Depreciation and amortization expense:

        

Gevo

 $56  $56 

Agri-Energy

  1,093   1,593 
Renewable Natural Gas      
Net-Zero      
         

Consolidated

 $1,149  $1,649 
         

Acquisitions of plant, property and equipment:

        

Gevo

 $253  $10 

Agri-Energy

  10   791 
Renewable Natural Gas  5,169    
Net-Zero      
         

Consolidated

 $5,432  $801 
         
Revenue by geographic area        
United States $

93

  $3,750 
Other     75 
         
Consolidated $93  $3,825 

  

Three Months Ended June 30,

  Six Months Ended June 30, 
  2021  2020  2021  2020 

Revenues:

                
Gevo $348  $897  $361  $1,022 

Agri-Energy

  74   91   154   3,791 

Renewable Natural Gas

  0   0   0   0 
Net-Zero  0   0   0   0 
                 

Consolidated

 $422  $988  $515  $4,813 
                 

Loss from operations:

                

Gevo

 $(6,399) $(2,808) $(11,503) $(5,689)

Agri-Energy

  (7,109)  (2,229)  (9,156)  (7,206)
Renewable Natural Gas  0   (220)  (68)  (376)
Net-Zero  (5,514)  0   (8,173)  0 
                 

Consolidated

 $(19,022) $(5,257) $(28,900) $(13,271)
                 

Interest expense:

                

Gevo

 $0  $538  $0  $1,081 

Agri-Energy

  6   3   6   5 
Renewable Natural Gas  0   0   5   0 
Net-Zero  0   0   0   0 
                 

Consolidated

 $6  $541  $11  $1,086 
                 

Depreciation and amortization expense:

                

Gevo

 $46  $50  $102  $106 

Agri-Energy

  1,177   1,579   2,270   3,172 
Renewable Natural Gas  0   0   0   0 
Net-Zero  0   0   0   0 
                 

Consolidated

 $1,223  $1,629  $2,372  $3,278 
                 

Acquisitions of plant, property and equipment:

                

Gevo

 $588  $69  $841  $79 

Agri-Energy

  1,898   428   1,908   1,219 
Renewable Natural Gas  11,932   0   17,101   0 
Net-Zero  0   0   0   0 
                 

Consolidated

 $14,418  $497  $19,850  $1,298 
                 
Revenue by geographic area                
United States $140  $91  $233  $3,841 
Other  282   897   282   972 
                 
Consolidated $422  $988  $515  $4,813 

 

2528

 

GEVO, INC.

Notes to Consolidated Financial Statements

(unaudited)

 
  March 31,  December 31, 
  2021  

2020

 
         

Total assets

        

Gevo

 $595,834  $152,177 

Agri-Energy

  129,523   131,893 
Renewable Natural Gas  12,748   
Net-Zero  110    

Intercompany eliminations (1)

  (129,487)  (131,971)
         

Consolidated (2)

 $608,728  $152,099 

  June 30,  December 31, 
  2021  

2020

 
         

Total assets

        

Gevo

 $579,027  $152,177 

Agri-Energy

  120,765   131,893 
Renewable Natural Gas  106,073   0 
Net-Zero  471   0 

Intercompany eliminations (1)

  (120,662)  (131,971)
         

Consolidated (2)

 $685,674  $152,099 

 

(1

(1)

Includes no0 intercompany sales during the threesix months ended March 31,June 30, 2021 and $0.1 million for the year ended December 31, 2020 for hydrocarbon sales.

(2

(2)

All other significant non-cash items relate to the activities of Gevo.

15. Subsequent Events

Bond Issuance

On April 15, 2021, the Iowa Finance Authority (the “Authority”) issued an aggregate principal amount of $68,155,000 of its Solid Waste Facility Revenue Bonds (Gevo NW Iowa RNG, LLC Renewable Natural Gas Project), Series 2021 (Green Bonds) (the “2021 Bonds”) in a public offering for the benefit of Gevo RNG, a subsidiary of Gevo. The Bonds initially bear interest at the rate of 1.50% per annum during the Initial Term Rate Period (as defined in the hereinafter defined Indenture), payable semi-annually on January 1 and July 1 of each year, commencing on July 1, 2021, mature on January 1, 2042, and are subject to mandatory tender for purchase and optional redemption pursuant to the terms of the Indenture (as defined below).

The 2021 Bonds were issued under a Trust Indenture, dated as of April 1, 2021 (the “Indenture”), between the Authority and Citibank, N.A., as trustee (the “Trustee”). The principal of and the interest on the 2021 Bonds is payable solely from (i) payments to be made by Gevo RNG to the Trustee pursuant to a separate financing agreement, dated as of April 1, 2021 (the “Bond Financing Agreement”), between Gevo RNG and the Authority, (ii) all moneys received by the Authority or the Trustee in respect of payment of the loan of the proceeds of the 2021 Bonds from the Authority to Gevo RNG pursuant to the Bond Financing Agreement, (iii) all moneys and investments in the “Bond Fund” established and maintained by the Trustee pursuant to the Indenture, including without limitation moneys received by the Trustee pursuant to the Letter of Credit (as defined below), (iv) all moneys and investments in the “Project Fund” established and maintained by the Trustee pursuant to the Indenture from proceeds of the sale of the 2021 Bonds, and (v) all income and profit from the investment of the foregoing moneys, excluding any payments received by the Authority pursuant to rights of the Authority to receive certain additional payments and reimbursements of expenses as set forth in the Bond Financing Agreement. Pursuant to the Bond Financing Agreement, the proceeds of the 2021 Bonds will be loaned to Gevo RNG (1) to finance in part the construction of the biogas facility to be developed, designed, constructed, owned and operated by or on behalf of Gevo RNG, which is comprised of (A) three anaerobic digesters and related equipment situated on dairy farms located in Northwest Iowa that will produce partially conditioned raw biogas from cow manure, (B) gathering pipelines to transport biogas to a centrally located gas upgrade system, (C) a centrally located gas upgrade system located in Doon, Iowa that will upgrade biogas to pipeline quality natural gas and interconnect to Northern Natural Gas’ interstate pipeline and (D) other related improvements, (2) to capitalize a portion of the interest due on the 2021 Bonds during the Initial Term Rate Period to be used to reimburse the Credit Facility Provider (as defined below) for interest draws on the Letter of Credit during such period, and (3) to pay a portion of the costs of issuing the 2021 Bonds.

On April 15, 2021, Gevo obtained a letter of credit for $71.2 million (the “Letter of Credit”) from Citibank, N.A., in its capacity as credit facility provider (the “Credit Facility Provider”), pursuant to the terms of a letter of credit reimbursement agreement dated as of April 1, 2021 (the “Reimbursement Agreement”), between Gevo and the Credit Facility Provider. The Letter of Credit will permit the Trustee to draw thereon in accordance with its terms in amounts sufficient to pay the principal and purchase price of the 2021 Bonds and up to 203 days’ interest on the 2021 Bonds. Pursuant to the terms of the Reimbursement Agreement, Gevo is obligated to reimburse the Credit Facility Provider for amounts drawn under the Letter of Credit. It is expected that payments of the principal of and interest on the 2021 Bonds, and the purchase price of 2021 Bonds that are tendered for mandatory purchase and not remarketed, will be made by draws on the Letter of Credit. Gevo has pledged and assigned cash to the Credit Facility Provider as security for the reimbursement obligations of Gevo pursuant to the Reimbursement Agreement in an amount equal to the principal amount of the 2021 Bonds plus three years of interest payments on the 2021 Bonds.

 

 

 

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 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: the impact of the novel coronavirus ("COVID-19") pandemic on our business, our financial condition, our results of operation and liquidity, risks and uncertainties related to our ability to sell our products, our ability to expand or continue production of our products atfinance and construct our Net-Zero 1 Project (as defined below), our ability to produce our products at our production facility in Luverne, Minnesota (the “Luverne Facility”) or elsewhere, our ability to meet production, financial and operational guidance, 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 1 Project, our Luverne Facility and elsewhere, our ability and plans to construct a greenfield commercial hydrocarbon facility to produce sustainable aviation fuel ("SAF") and renewable premium gasoline/isooctane, our ability to raise additional funds to finance our business, our ability to perform under our existing offtake agreements and other supply agreements we may enter into in the future, our ability to developsuccessfully construct and operate our renewable natural gas ("RNG") projects,project in Iowa, our ability to produce isobutanol and renewable hydrocarbon products at a commercial level and at a profit, achievement of advances in our technology platform, the availability of suitable and cost-competitive feedstocks, our ability to gain market acceptance for our products, the expected cost-competitiveness and relative performance attributes of our products, 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 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, 2020 (our “Annual Report”), including Item 1A. "Risk Factors" of our 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 “we,” “us,” “our” and the “Company” refer to Gevo, Inc. and its 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 Annual Report.

 

Company Overview

 

We are a growth-oriented renewable fuels technology and development company that is commercializing the next generation of renewable low-carbon liquid transportation fuels, such as sustainable aviation fuel and renewable isooctane (which we refer to as “renewable premium gasoline”), with the potential to achieve a “net zero” greenhouse gas ("GHG") footprint and address global needs of reducing GHG emissions with sustainable alternatives to petroleum fuels. Our technology transformsWe are in the business of transforming carbon from the atmosphere using photosynthetic energy, wind energy and biogas energy into liquid hydrocarbons with a low or potentially “net-zero” GHG footprint.

 

As next generation renewable fuels, our hydrocarbon transportation fuels have the advantage of being “drop-in” substitutes for conventional fuels that are derived from crude oil, working seamlessly and without modification in existing fossil-fuel based engines, supply chains and storage infrastructure. In addition, with sustainable aviation fuel ("SAF"),SAF, the carbon footprint of air travel can be reduced, or in the long run, eliminated on a net carbon basis, without changechanges to planes or fuel systems. In addition to the potential of net-zero carbon emissions across the whole fuel life-cycle, our renewable fuels should eliminate other pollutants associated with the burning of traditional fossil fuels such as particulates and sulfur, while delivering superior performance. We believe that the world is substantially under-supplied with low-carbon, drop-in renewable fuels that can be immediately used in existing transportation engines and infrastructure, and we are uniquely positioned to grow in serving that demand.

 

 

We use low-carbon, renewable resource-based raw materials as feedstocks. In the near-term, our feedstocks will primarily consist of non-food corn residuals. As our technology is applied globally, feedstocks can consist of sugar cane, molasses or cellulosic sugars derived from wood, agricultural residues and waste. Our patented fermentation yeast biocatalyst produces isobutanol, a four-carbon alcohol, via the fermentation of renewable plant biomass carbohydrates. The resulting renewable isobutanol has a variety of direct applications but, more importantly to our fundamental strategy, serves as a building block to make renewable isooctane (which we refer to as renewable premium gasoline),gasoline, SAF, and other fuels and chemicals using simple and common chemical conversion processes. We also plan to reduce or eliminate fossil-based process energy inputs by replacing them with renewable energy such as wind-powered electricity and RNG.

 

Our technology represents a new generation of renewable fuel technology that overcomes the limitations of first-generation renewable fuels.

 

Renewable Natural Gas Projects

 

In 2019, we began developing RNG projects. Animal manure can be digested anaerobically to produce RNG. RNG has value in markets such as California as well as in Gevo’s 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 carbon intensity scores and increased market value, in addition to having a more positive impact on the environment. We expect thatdeveloped Gevo's initial RNG project, Gevo NW Iowa RNG, LLC (“Gevo RNG”) will, to generate RNG captured from dairy cow manure which will be supplied by three dairies located in Northwest Iowa totaling over 20,000 milking cows. When fully operational, the Gevo RNG project is expected to generate approximately 355,000 MMBtu of RNG per year. During the third quarter of 2021, Gevo entered into agreements with BP Canada Energy Marketing Corp. and BP Products North America Inc. (collectively, “bp” ) for the sale of Gevo RNG’s production. The RNG is working with a major RNG dispenserexpected to finalize an agreement to sell the RNGbe sold into the California market.market under dispensing agreements bp has in place with Clean Energy Fuels Corp., the largest fueling infrastructure in the U.S. for RNG. We expect RNG sale revenues will benefit from California’s Low Carbon Fuel Standard program and the U.S. Environmental Protection Agency’s Renewable Identification Number program. We financed the construction of 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 expect to construct the projectcommenced its construction in April 2021. See “Recent Developments – 2021 Bonds” below for additional information. The Gevo RNG project is expected to begin producing RNG in 2022.

  

Net-Zero Projects

 

In early 2021, we announced the concept of “Net-Zero Projects” as a series of planned facilities for the production ofto produce energy dense liquid hydrocarbons using renewable energy and our proprietary technology. The concept of a Net-Zero Project is to convert renewable energy (photosynthetic, wind, renewable natural gas, biogas) from a variety of sources into energy dense liquid hydrocarbons that behind when burned in traditional engines, have 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 including the end use (burning as a fuel for cars, planes, trucks, and ships). We announced that our initial Net-Zero project (“Net-Zero 1” Project) is currently planned to be constructed at Lake Preston, South Dakota. We expect that the Net-Zero 1 Project will have the capability to produce liquid hydrocarbons that when burned have a “net-zero” greenhouse gas footprint. We currently expect the Net-Zero 1 Project to have a capacity of approximately 4546 MGPY of hydrocarbons (for renewable premium gasoline and SAF, backed by our current portfolio of take-or-pay contracts), to produce more than 300,000,000340,000,000 pounds per year of high protein feedhigh-value nutritional products for use in the food chain, to produce enough renewable natural gasmore than 30,000,000 pounds per year of corn oil, and to be self-sufficientproduce smaller volumes of excess isobutanol for sale in the production process needs, and also to generate renewable electricity with a combined heat and power system.market. We also expect that the Net-Zero 1 Project will utilize anaerobically digested biogas using process waste streams, behind-the-meter electricity from a related wind project for its process, and potentially RNG for its production process energy. Based on current engineering work completed to date, the unleveragedfully-financed installed capital cost for the Net-Zero 1 Project is projected to be approximately $650$980 million including: (i) fermentation and hydrocarbon production facilityfacilities engineering, procurement and construction costs under a lump-sum turnkey format, (ii) related renewable energy infrastructure comprised of thin-stillage anaerobic digestion to produce internally-consumed biogas and a combined heat and power facility, (iii) pre-construction engineering costs, (iv)(iii) technology licensing costs, (v)(iv) development, land, permitting and environmental costs, (vi)(v) outside-the-battery-limit capital expenditures, (vii)(vi) full plant staffing and training costs, and (viii)(vii) startup and commissioning costs and  (viii) all debt project financing costs including a provision for interest during construction and various funded debt reserves, and (ix) initial working capital and initial feedstock costs. The related wind power project and the combined water, waste-water treatment, and on site anaerobic digestion project are expected to be delivered under third-party build, own and operate models. 

 

Recent Developments

 

Lake Preston Site.Luverne Facility Restart. On December 21, 2020,August 4, 2021, we announced that we optionedproduction operations at the right to purchase approximately 240 acres of land near Lake Preston, South Dakota (the “Lake Preston Site”).Luverne Facility have re-commenced. The Lake Preston SiteLuverne Facility is expected to produce IBA that will be used as a feedstock for us to produce SAF and renewable premium gasoline to fulfill existing sales contracts. These renewable hydrocarbons will be produced in Silsbee, Texas at the locationSouth Hampton Resources, Inc. hydrocarbon production facility. We also expect to utilize some of the IBA produced to develop certain IBA specialty markets. In addition, the production operations at the Luverne Facility will allow us to test and evaluate certain potential unit operations that may be incorporated into the Net-Zero 1 Project. On March 24, 2021, we exercised our rightWe do not expect to extendgenerate significant revenue from the option on the Lake Preston site until December 2022. We intend to make a decision on whether to exercise the purchase option on the Lake Preston Site in the future as partoperation of the Net-Zero 1 financial close.  

January 2021Offering. On January 19, 2021, we completed a registered direct offering of common stock priced at-the-market under Nasdaq rules of an aggregate of 43,750,000 shares of common stock at a purchase price of $8.00 per share. After deducting placement agent’s fees, advisory fees and other offering expenses payable by us, we received net proceeds of approximately $321.9 million.

At-the-Market Offering Program. During the three months ended March 31, 2021, we issued 24,420,579 shares of common stock under the at-the-market offering program for total proceeds of $135.8 million, net of commissions and other offering related expenses.Luverne Facility.

 

2021 Bonds. On April 15, 2021, Gevo closed the offering of $68,155,000 in 2021 Bonds offering to finance the construction the Gevo RNG project.

 

The proceeds of the 2021 Bonds offering, combined with Gevo equity, will be used to finance (1) the construction of the Gevo RNG project which is comprised of (A) three anaerobic digesters and related equipment situated on dairy farms located in Northwest Iowa that will produce partially conditioned raw biogas from cow manure, (B) gathering pipelines to transport biogas to a centrally located gas upgrade system, (C) a centrally located gas upgrade system located in Doon, Iowa that will upgrade biogas to pipeline quality RNG and interconnect to Northern Natural Gas’ interstate pipeline, and (D) other related improvements; (2) to capitalize a portion of the interest due on the bonds during the construction period; and (3) to pay a portion of the costs of issuing the bonds.

 

PPP Loan Forgiveness. On April 15, 2021, the Small Business Administration forgave 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 Small Business Administration's Paycheck Protection Program ("SBA PPP"). The remaining SBA PPP loan for Agri-Energy totals $0.4 million bears interest at 1.0% and matures in April 2025.

January 2021Offering. On January 19, 2021, we completed a registered direct offering of an aggregate of 43,750,000 shares of common stock at a purchase price of $8.00 per share. After deducting placement agent’s fees, advisory fees and other offering expenses payable by us, we received net proceeds of approximately $321.9 million.

Lake Preston Site. On December 21, 2020, we announced that we optioned the right to purchase approximately 240 acres of land near Lake Preston, South Dakota (the “Lake Preston Site”). The Lake Preston Site is expected to be the location of the Net-Zero 1 Project. On March 24, 2021, we exercised our right to extend the option on the Lake Preston site until December 2022. We intend to make a decision on whether to exercise the purchase option on the Lake Preston Site in the future as part of the closing of financing for the project.

At-the-Market Offering Program. During the six months ended June 30, 2021, we issued 24,420,579 shares of common stock under the at-the-market offering program for total proceeds of $135.8 million, net of commissions and other offering related expenses. There were no shares issued during the three months ended June 30, 2021.

 

COVID-19

 

The COVID-19 pandemic has had an adverse impact on global commercial activity, including the global transportation industry and its supply chain, and has contributed to significant volatility in financial markets. It has also resulted in increased travel restrictions and extended shutdowns of businesses in various industries including, among others, the airline industry, and significantly reduced overall economic output. It is possible that that the impact of the COVID-19 pandemic on general economic activity could continue to negatively impact our revenue and operating results for 2021 and beyond. In light of the current and potential future disruption to our business operations and those of its customers, suppliers and other third parties with whom we do business, we considered the impact of the COVID-19 pandemic on our business. The impact of the COVID-19 pandemic on the global transportation industry could continue to result in less demand for our transportation fuel products, which could have a material adverse effect on our business, financial condition and our prospects for the foreseeable future.

 

During the first quarter of 2020, we suspended our ethanol production at the Luverne Facility due to COVID-19 and an unfavorable commodity environment, largely the result of greater corn costs as compared to national markets than the region has historically produced. The suspension of ethanol production and a reduction in our workforce that occurred during the first quarter of 2020 due to the impact of COVID-19 had an adverse impact on our financial results for the three and six months ended March 31,June 30, 2021 reducing ethanol revenue by 98%100% and 100% compared to the three and six months ended March 31, 2020.June 30, 2020, respectively. There is also a risk that COVID-19 could have a material adverse impact on the development of our Net-Zero 1 Project, customer demand and cash flow, depending on the extent of our future production activities.

 

 

 

Financial Condition

 

We have incurred consolidated net losses since inception and we had a significant accumulated deficit as of March 31,June 30, 2021. Our cash, and cash equivalents and restricted cash at March 31,June 30, 2021 totaled $525.3$145.2 million and marketable debt securities totaled $422.1 million, which is primarily being used for the following:  (i) development of, and investment in, the Net Zero 1 hydrocarbon production facility; (ii) investment in the Gevo NW Iowa RNG facility; (iii) development of the Luverne Facility expansion plan; (ii)Facility; (iv) identification of new production facilities and to plan for expanded production to fulfill existing off-take agreements; (iii)(vi) operating activities at the Company’s corporate headquarters in Colorado, including research and development work; (iv) development expenses associated with our RNG projects; (v) exploration of strategic alternatives and additional financings, including project financing; and (vi) future debt service obligations.

 

The continued operation of our business is dependent upon raising additional capital through future public and private equity offerings, debt financings or through other alternative financing arrangements. In addition, successful completion of our research and development programs and the attainment of profitable operations are dependent upon future events, including our ability to raise sufficient capital to expand our commercial production facility, completion of our development activities resulting in sales of isobutanol or isobutanol-derived products and/or technology, achieving market acceptance and demand for our products and services and attracting and retaining qualified personnel.

 

We expect to incur future net losses as we continue to fund the development and commercialization of our products and product candidates. We have primarily relied on raising capital to fund our operations and debt service obligations by issuing common stock and warrants in underwritten public offerings. Those issuances have caused significant dilution to our existing stockholders. While we have sought, and will continue to seek, other, less dilutive forms of financing to fund our operations and debt service obligations, there is no assurance that we will be successful in doing so.

 

Our transition to profitability is dependent upon, among other things, the successful development and commercialization of our products and product candidates, the achievement of a level of revenues adequate to support our cost structure and securing sufficient financing for the expansionconstruction of the Luverne Facility or a facility at another suitable location.Net-Zero 1. We may never achieve profitability or generate positive cash flows, and unless and until we do, we will continue to need to raise additional cash. We intend to fund future operations through additional private and/or public offerings of debt or equity securities. In addition, we may seek additional capital through arrangements with strategic partners or from other sources and we will continue to address our cost structure. 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, especially in light of the impact of the COVID-19 pandemic on us and the volatility in the financial markets in general.

 

 

Results of Operations

 

Comparison of the Three Months Ended March 31,June 30, 2021 and 2020

 

 Three Months Ended March 31,      Three Months Ended June 30,    

(in thousands)

 2021  2020  

Change

  2021  2020  

Change

 

Revenue and cost of goods sold

                  

Ethanol sales and related products, net

 $  $3,700  $(3,700) $  $83  $(83)

Hydrocarbon revenue

  13   125   (112) 346  859  (513)
Other revenue  80      80   76   46   30 

Total revenues

  93   3,825   (3,732) 422  988  (566)
             

Cost of goods sold

  1,994   8,139   (6,145)  2,794   2,644   150 
             

Gross loss

  (1,901)  (4,314)  2,413   (2,372)  (1,656)  (716)
             

Operating expenses

                   

Research and development expense

  1,378   580   798  1,404  677  727 

Selling, general and administrative expense

  3,872   2,627   1,245  4,820  2,698  2,122 
Preliminary stage project costs 2,727  156  2,571  5,472  221  5,251 
Loss on disposal of assets 4,954    4,954 

Restructuring costs

     299   (299)     5   (5)
             

Total operating expenses

  7,977   3,662   4,315   16,650   3,601   13,049 
             

Loss from operations

  (9,878)  (7,976)  (1,902)  (19,022)  (5,257)  (13,765)
             

Other income (expense)

                   

Gain on forgiveness of SBA loans

 641    641 

Interest expense

  (5)  (545)  540  (6) (541) 535 
(Loss) from modification of 2020 Notes     (669)  669    (57) 57 

(Loss) gain from change in fair value of derivative warrant liability

  (53)  7   (60)

Loss from change in fair value of 2020/21 Notes and 2020 Notes embedded derivative liability

     (100)  100 

Gain from change in fair value of derivative warrant liability

 43  1  42 
(Loss) from change in fair value of 2020/21 Notes embedded derivative liability   (176) 176 

Other (expense) income

  (121)  30   (151)  91   (13)  104 
             

Total other income (expense), net

  (179)  (1,277)  1,098   769   (786)  

1,555

 
             

Net loss

 $(10,057) $(9,253) $(804) $(18,253) $(6,043) $(12,210)

 

Revenue.As a result of COVID-19 and in response to an unfavorable commodity environment, we terminated ethanol and distiller's grains production at the Luverne Facility in March 2020. Revenue from the sale of ethanol, isobutanol and related products for the three months ended March 31,June 30, 2021 was $0.1 million,nil, a decrease of $3.7$0.1 million compared to the three months ended March 31,June 30, 2020This decrease was the result of terminating ethanol and distiller's grains production at the Luverne Facility in March 2020 as a result of COVID-19 and in response to an unfavorable commodity environment. During the three months ended March 31, 2021, we did not sell any ethanol compared to 2.4 million gallons of ethanol sold in the three months ended March 31, 2020Our Luverne Facility is not currently producing ethanol but is performing maintenance in preparation for isobutanol production expected to begin in June 2021. Currently, our demonstration plant located at the South Hampton Resources, Inc. facility near Houston, Texas (the “South Hampton Facility”) is not producing renewable premium gasoline or jet fuel.SAF. 

The Luverne Facility re-commenced during July 2021. The Luverne Facility is expected to produce IBA that will be used as a feedstock for us to produce SAF and renewable premium gasoline to fulfill existing sales contracts. These renewable hydrocarbons will be produced at the South Hampton Facility. We also expect to utilize some of the IBA produced to develop certain IBA specialty markets. In addition, the production operations at the Luverne Facility will allow us to test and evaluate certain potential unit operations that may be incorporated into the Net-Zero 1 Project. We do not expect to generate significant revenue from the operation of the Luverne Facility.

Hydrocarbon revenues are comprised of SAF, isooctane and isooctene sales. Hydrocarbon sales decreased by $0.5 million during the three months ended June 30, 2021 as a result of lower production volumes at the South Hampton Facility.

Cost of goods sold. Cost of goods sold was $2.8 million during the three months ended June 30, 2021, compared with $2.6 million during the three months ended June 30, 2020, an increase of approximately $0.2 million. We increased maintenance in preparation for isobutanol production that began in July 2021. Cost of goods sold included approximately $1.6 million associated with the maintenance of the Luverne Facility and approximately $1.2 million in depreciation expense during the three months ended June 30, 2021.

Research and development expense. Research and development expense increased by approximately $0.7 million during the three months ended June 30, 2021, compared with the three months ended June 30, 2020, due primarily to an increase in personnel and consulting expenses as we work to improve our process for growing and fermenting yeast strains.

Selling, general and administrative expense. Selling, general and administrative expense increased by approximately $2.1 million during the three months ended June 30, 2021, compared with the three months ended June 30, 2020, due primarily to increases in personnel, professional fees and insurance to support the  growth in operations and an increase in consulting related to creating our first Environmental, Social and Governance ("ESG") report, which will be released during the third quarter 2021, and documenting our compliance with Section 404(b) of the Sarbanes-Oxley Act ("SOX").

Preliminary stage project costs. Preliminary stage project costs are related to our RNG and Net-Zero projects increased by approximately $5.3 million during the three months ended June 30, 2021, compared with the three months ended June 30, 2020, due primarily to an increase in consulting for preliminary engineering costs and personnel expenses to support the growth in business activity at our Net-Zero projects.

Loss on disposal of assets. A s a result of discontinuing the production of ethanol at the Luverne Facility, we wrote-off $5.0 million of costs related to the construction of the fractionation equipment that was related to the production of ethanol  during the three months ended June 30, 2021.
Gain on forgiveness of SBA loans. During the three months ended June 30, 2021, the Small Business Administration forgave the entire balance of $0.6 million of the Company's SBA PPP loans and accrued interest.
Interest expense. Interest expense during the three months ended June 30, 2021 decreased by $0.5 million compared to the three months ended June 30, 2020 , due to the conversion of all of our then-outstanding 12% convertible senior secured notes due 2020/2021 (the "2020/21 Notes") to common stock during 2020.  

(Loss) from modification of 2020 Notes. During the three months ended June 30, 2020, we incurred a $0.1 million of legal and professional fees to modify the 12% Convertible Senior Notes due 2020 (the " 2020 Notes") into the 2020/21 Notes.

(Loss) from change in fair value of the 2020/21 Notes embedded derivative liability. We incurred no gain (loss) from the change in fair value of the 2020/21 Notes in the three months ended June 30, 2021 since the 2020/21 Notes were converted to common stock in 2020.

Other (expense) income. Other income during the three months ended June 30, 2021 was $0.1 million, an increase of $0.1 million compared to the three months ended June 30, 2020, primarily due to income received on marketable securities and restricted cash.

Comparison of the Six Months Ended June 30, 2021 and 2020

  

Six Months Ended June 30,

     

(in thousands)

 

2021

  

2020

  

Change

 

Revenue and cost of goods sold

            

Ethanol sales and related products, net

 $  $3,783  $(3,783)

Hydrocarbon revenue

  359   984   (625)

Other revenue

  156   46   110 

Total revenues

  515   4,813   (4,298)
             

Cost of goods sold

  4,788   10,783   (5,995)
             

Gross loss

  (4,273)  (5,970)  1,697 
             

Operating expenses

            

Research and development expense

  2,782   1,257   1,525 

Selling, general and administrative expense

  8,692   5,325   3,367 

Preliminary stage project costs

  8,199   377   7,822 
Loss on disposal of assets  4,954   38   4,916 

Restructuring costs

     304   (304)
             

Total operating expenses

  24,627   7,301   17,326 
             

Loss from operations

  (28,900)  (13,271)  (15,629)
             

Other income (expense)

            
Gain on forgiveness of SBA loan  641      641 

Interest expense

  (11)  (1,086)  1,075 

(Loss) from modification of 2020 Notes

     (726)  726 

(Loss) gain from change in fair value of derivative warrant liability

  (10)  8   (18)

(Loss) from change in fair value of 2020/21 Notes embedded derivative liability

     (276)  276 

Other (expense) income

  (30)  55   (85)
             

Total other income (expense), net

  590   (2,025)  2,615 
             

Net loss

 $(28,310) $(15,296) $(13,014)

Revenue.As a result of COVID-19 and in response to an unfavorable commodity environment, we terminated ethanol and distiller's grains production at the Luverne Facility in March 2020. Revenue from the sale of ethanol, isobutanol and related products for the six months ended June 30, 2021 was nil, a decrease of $3.8 million compared to the six months ended June 30, 2020. During the six months ended June 30, 2021, we did not sell any ethanol compared to 2.4 million gallons of ethanol sold in the six months ended June 30, 2020. Currently, the South Hampton Facility is not producing renewable premium gasoline or SAF. We expect to produce isobutanol in intermittent campaigns during 2021 to supply the South Hampton Facility so that renewable premium gasoline or jet fuelSAF can be produced in 2021.

 

Hydrocarbon revenues are comprised of SAF, isooctane and isooctene sales. Hydrocarbon sales decreased by $0.1$0.6 million during the threesix months ended March 31,June 30, 2021 as a result of decreased shipments of finished products fromlower production volumes at the South Hampton Facility.

The Luverne Facility re-commenced during July 2021. The Luverne Facility is expected to produce IBA that will be used as a feedstock for us to produce SAF and renewable premium gasoline to fulfill existing sales contracts. These renewable hydrocarbons will be produced at the South Hampton Facility. We also expect to utilize some of the IBA produced to develop certain IBA specialty markets. In addition, the production operations at the Luverne Facility will allow us to test and evaluate certain potential unit operations that may be incorporated into the Net-Zero 1 Project. We do not expect to generate significant revenue from the operation of the Luverne Facility.

 

Cost of goods sold. Cost of goods sold was $2.0$4.8 million during the threesix months ended March 31,June 30, 2021,, compared with $8.1$10.8 million during the threesix months ended March 31,June 30, 2020,, a decrease of approximately $6.1$6.0 million, primarily the result ofterminating ethanol production in March 2020 as a result of COVID-19 and in response to an unfavorable commodity environment. Cost of goods sold included approximately $0.9$2.5 million associated with the maintenance of the Luverne Facility and approximately $1.1$2.3 million in depreciation expense during the threesix months ended March 31, 2021.June 30, 2021.

 

UntilPrior to the Luverne Facility restartsrestarting production, cost of goods sold willwas primarily be comprised of costs to process SAF, isooctane and isooctene at our South Hampton Facility as well as costs to maintain the Luverne Facility.

 

Research and development expense. Research and development expense increased by approximately $0.8$1.5 million during the threesix months ended March 31,June 30, 2021,, compared with the threesix months ended March 31,June 30, 2020,, due primarily to an increase in personnel and consulting expenses.expenses as we work to improve our process for growing and fermenting yeast strains.

 

Selling, general and administrative expense. Selling, general and administrative expense increased by approximately $1.2$3.4 million during the threesix months ended March 31,June 30, 2021,, compared with the threesix months ended March 31,June 30, 2020,, due primarily to increases in personnel, professional fees and insurance to support the  growth in operations and an increase in consulting related to creating our first ESG report, which will be released during the third quarter 2021, and personnel expenses.documenting our compliance with Section 404(b) of SOX.

 

Preliminary stage project costs. Preliminary stage project costs increased by approximately $2.6$7.8 million during the threesix months ended March 31,June 30, 2021,, compared with the threesix months ended March 31,June 30, 2020,, due primarily to increased consulting and research and development expenses related to our RNG and Net-Zero projects.

 

Loss on disposal of assets. A s a result of discontinuing the production of ethanol at the Luverne Facility, we wrote-off $5.0 million of costs related to the construction of the fractionation equipment that was related to the production of ethanol  during the six months ended June 30, 2021. .
Gain on forgiveness of SBA loans. During the six months ended June 30, 2021, the Small Business Administration forgave the entire balance of $0.6 million of the Company's SBA PPP loans and accrued interest.

Interest expense. Interest expense during the threesix months ended March 31,June 30, 2021 decreased by $0.5$1.1 million compared to the threesix months ended March 31,June 30, 2020,, due to the conversion of all of our then-outstanding 12% convertible senior secured notes duethe 2020/2021 (the "2020/21 Notes")Notes to common stock during 2020.

(Loss) from modification of 2020 notes.Notes. During the threesix months ended March 31,June 30, 2020,, we incurred a $0.7 million of legal and professional fees to modify the 12% Convertible Senior2020 Notes due 2020 (the " 2020 Notes") into the 2020/21 Notes.

 

(Loss) gain from change in fair value of the 2020/21 Notes and 2020 Notes embeddedembedded derivative liability. We incurred no gain (loss) from the change in fair value of the 2020/21 Notes during the six months ended June 30, 2021 since the 2020/21 Notes were converted to common stock in 2020.

 

Other (expense) income. Other expenseincome during the six months ended June 30, 2021 decreased $0.1 million compared to the six months ended June 30, 2020, primarily due to income received on marketable securities and restricted cash offset by the write-off of prepaid finance costs during the three months ended March 31, 2021 was $0.1 million, which is a decrease of $0.2 million compared to the three months ended March 31, 2020, primarily due to the write-off of prepaid finance costs not associated with the final financing transactions.

 

Sources of Our Revenues

 

Our revenues are primarily derived from: (i) the sale of isobutanol and related products; (ii) hydrocarbon sales consisting primarily of the sale of SAF and isooctane derived from our isobutanol for purposes of certification and testing; and (iii) government grants and research and development programs.

 

Principal Components of Our Cost Structure

 

Cost of Goods Sold. Our cost of goods sold consists primarily of costs directly associated with the production of isobutanol at the Luverne Facility and production of biojet fuel and isooctane at the South Hampton Facility. Such costs include direct materials, direct labor, depreciation, other operating costs and certain plant overhead costs. Direct materials include corn feedstock, denaturant and process chemicals. Direct labor includes compensation of personnel directly involved in production operations at the Luverne Facility. Other operating costs include utilities and natural gas usage.

 

 

Research and Development. Our research and development costs consist of expenses incurred to identify, develop and test our technologies for the production of isobutanol and the development of downstream applications thereof. Research and development expenses include personnel costs (including stock-based compensation), consultants and related contract research, facility costs, supplies, depreciation and amortization expense on property, plant and equipment used in product development, license fees paid to third parties for use of their intellectual property and patent rights and other overhead expenses incurred to support our research and development programs.

 

Selling, General and Administrative. Selling, general and administrative expenses consist of personnel costs (including stock-based compensation), consulting and service provider expenses (including patent counsel-related costs), legal fees, marketing costs, insurance costs, occupancy-related costs, depreciation and amortization expenses on property, plant and equipment not used in our product development programs or recorded in cost of goods sold, travel and relocation expenses and hiring expenses.

 

Preliminary Stage Project Costs. Preliminary stage project costs consist of research and development expense in addition to selling, general and administrative expenses related to our RNG and Net-Zero projects.

 

Interest Expense. Our SBA loans hadloan has a fixed interest rate of 1%. Our equipment loans hadhave rates between 4% and 5%. Our finance leases hadhave rates between 12%5% and 21%. Our 2021 Bonds have a fixed interest rate of 1.5%. 

 

Liquidity and Capital Resources

 

As of March 31,June 30, 2021, we had cash and cash equivalents totaling $525.3$17.1 million, restricted cash totaling $128.1 million and marketable securities totaling $422.1 million.

 

Since our inception in 2005, we have devoted most of our cash resources to manufacturing ethanol, isobutanol and related products, research and development and selling, general and administrative activities related to the commercialization of isobutanol as well asand related products from renewable feedstocks. We have incurred losses since inception and expect to incur losses through at least 2022. We have financed our operations primarily with proceeds from multiple sales of equity and debt securities, borrowings under debt facilities and product sales.

 

The continued operation of our business is dependent upon raising additional capital through future public and private equity offerings, debt financings or through other alternative financing arrangements. In addition, successful completion of our research and development programs and the attainment of profitable operations are dependent upon future events, including our ability to raise sufficient capital to expand our commercial production capabilities, completion of our development activities resulting in sales of isobutanol or isobutanol-derived products and/or technology, achieving market acceptance and demand for our products and services and attracting and retaining qualified personnel.

 

We expect to incur future net losses as we continue to fund the development and commercialization of our products and product candidates. We have primarily relied on raising capital to fund our operations and debt service obligations by issuing common stock and warrants in underwritten public offerings. Those issuances have caused significant dilution to our existing stockholders. While we have sought, and will continue to seek, other, less dilutive forms of financing to fund our operations and debt service obligations, there is no assurance that we will be successful in doing so.

 

Our transition to profitability is dependent upon, among other things, the successful development and commercialization of our products and product candidates, the achievement of a level of revenues adequate to support our cost structure and securing sufficient financing for the expansionconstruction of the Luverne Facility or a Retrofit facility at other suitable locations.production facilities. We may never achieve profitability or generate positive cash flows, and unless and until we do, we will continue to need to raise additional cash. We intend to fund future operations through additional private and/or public offerings of debt or equity securities. In addition, we may seek additional capital through arrangements with strategic partners or from other sources and we will continue to address our cost structure. 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.

 

The Company has incurred consolidated net losses since inception and has a significant accumulated deficit as of March 31,June 30, 2021. 

 

 

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

 

 Three Months Ended March 31,  Six Months Ended June 30, 
 2021  2020  2021  2020 
         

Net cash used in operating activities

 $(7,165) $(6,975) $(19,468) $(10,818)

Net cash used in investing activities

 $(4,630) $(790) $(436,529) $(1,607)

Net cash provided by financing activities

 $458,780  $752  $522,854  $2,460 

 

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, expenses for production of isobutanol, ethanol and related products, logistics and further processing of isobutanol and ethanol at the Luverne Facility and for the operation of our South Hampton Facility.

 

During the threesix months ended March 31,June 30, 2021, net cash used for operating activities was $7.2$19.5 million compared to $7.0$10.8 million for the threesix months ended March 31,June 30, 2020. The $0.2$8.7 million increasedecrease in operating cash flows was primarily due to increased engineering and development fees on our RNG projects.and Net-Zero projects, increases in personnel expenses to support the growth in business activity, and consulting and professional fees to support the preparation of our first ESG report and compliance with Section 404(b) of SOX.

 

During the first quarter of 2020, we suspended our ethanol production at the Luverne Facility due to COVID-19 and an unfavorable commodity environment, largely the result of greater corn costs as compared to national markets than the region has historically produced. We are currentlyhave been maintaining the Luverne Facility in preparation for isobutanol production, expected to beginwhich began in JuneJuly 2021.

 

We currently plan to spend approximately $45$337 million for engineering, development, long-lead equipment deposits, and debt financing costs, and project construction equity investment commitments over the next 12 months for the Net-Zero 1 Project.

 

Investing Activities

 

During the threesix months ended March 31,June 30, 2021, we used $4.6$436.5 million in cash for investing activities, substantially all of which $422.4 million related to purchasing marketable securities and $14.2 million primarily related to construction in process attributable to the Gevo RNG project. We are constructing the Gevo RNG project in 2021 and expect to invest approximately $5an additional $57 million of construction equity alongside debt proceeds from the 2021 Bonds to complete the Gevo RNG project.

 

Financing Activities

 

During the threesix months ended March 31,June 30, 2021, we generated $458.8$522.9 million in cash from financing activities, which primarily consisted of $135.8 million of net proceeds under our "at-the-market" offering program and receiving $321.9 million from the sale of common stock and warrants in the January 2021 Offering.Offering, $135.8 million of net proceeds under our "at-the-market" offering program and $69.0 million from the 2021 Bonds proceeds offset by $2.8 million of debt issuance costs related to the 2021 Bonds. 

 

 

During the threesix months ended March 31,June 30, 2021, we received notices of exercise from holders of our Series 2020-A Warrants to issue an aggregate of 1,863,0581,866,558 shares of common stock for total gross proceeds of approximately $1.1 million. Following these exercises, Series 2020-A Warrants to purchase 94,10890,608 shares of our common stock remain outstanding at an exercise price of $0.60 per share.

 

At-the-Market Offering Program. In December 2020, the at-the-market offering program was amended to provide available capacity of $150.0 million.

 

During the threesix months ended March 31,June 30, 2021, we issued 24,420,579 shares of common stock under the at-the-market offering program for total proceeds of $135.8 million, net of commissions and other offering related expenses. As of March 31,June 30, 2021, we have remaining capacity to issue up to approximately $10.6 million of common stock under the at-the-market offering program.

 

Finance Leases. The financing leases pay interest between 12%5% and 21%, have total annual payments of $0.03ranging from $0.9 million with minimal monthly payments and mature at various dates through December 2040. 

Loans Payable - Other. The equipment notes pay interest between 4% and 5%, have total monthly payments of $0.01to $3.4 million and mature at various dates through December 2024. The equipment loans are secured by the related equipment.

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"). The SBA Loans are subject to the potential for partial or full loan forgiveness as dictated by U.S. federal law. Principal and interest are deferred until August 2021 and interest continues to accrue during the deferral period. The SBA Loans are payable monthly beginning August 5, 2021, with aggregate payments totaling $0.06 million per month, including interest and principal. The SBA Loans are subject to partial or full forgiveness for the initial 24-week period following the loan disbursement if all proceeds are used for eligible purposes and within certain thresholds, the Company maintains certain employment levels and the Company maintains certain compensation levels.

On April 15, 2021, the Small Business Administration forgave 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. The remaining SBA PPP loan for Agri-Energy totals $0.4 million, bears interest at 1.0% and matures in April 2025. Monthly payments of $8 thousand begin on June 5, 2021 and are payable through April 2025.

See Note 9, Debt, to our consolidated financial statements included herein for further discussion.May 2047.

 

2021 Bonds. On April 15, 2021, the Company closed the 2021 Bonds offering totaling $68,155,000 to finance the construction of the Gevo RNG project. The proceeds of the 2021 Bonds, combined with Gevo equity, will be used to finance (1) the construction of the Gevo RNG project which is comprised of (A) three anaerobic digesters and related equipment situated on dairy farms located in Northwest Iowa that will produce partially conditioned raw biogas from cow manure, (B) gathering pipelines to transport biogas to a centrally located gas upgrade system, (C) a centrally located gas upgrade system located in Doon, Iowa that will upgrade biogas to pipeline quality RNG and interconnect to Northern Natural Gas’ interstate pipeline, and (D) other related improvements; (2) to capitalize a portion of the interest due on the 2021 Bonds during the construction period; and (3) to pay a portion of the costs of issuing the 2021 Bonds. The draw down on the receivable from bond trustee funds were used to offset the investing activities above related to construction in process attributable to the Gevo RNG project.

Loans Payable - Other. The equipment notes pay interest between 4% and 5%, have total monthly payments of $0.01 million and mature at various dates through December 2024. The equipment loans are secured by the related equipment.

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 SBA PPP totaling $1.0 million in the aggregate.

On April 15, 2021, the Small Business Administration forgave 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. The remaining SBA PPP loan for Agri-Energy totals $0.4 million, bears interest at 1.0% and matures in April 2025. Monthly payments of $8,000 began on June 5, 2021 and are payable through April 2025.

 

See Note 15,9, Subsequent EventsDebt, to our consolidated financial statements included herein for further discussion.

 

 

 

Critical Accounting Policies and Estimates

 

ThereLeases, Right-of-Use Assets and Related Liabilities. We enter into various arrangements which constitute a lease as defined by ASC 842, Leases, as part of its ongoing business activities and operations. Leases represent a contract or part of a contract that conveys the right to control the use of identified property, plant or equipment (an identified asset) for a period of time in exchange for consideration. Such contracts result in both (a) right-of-use assets, which represent our right to use an underlying asset for the term of the contract; and (b) a corresponding lease liability which represents our obligation to make the lease payments arising from the contract. The Company has elected not to recognize a right-of-use asset and lease liability for any lease with an original lease term of 12 months or less. Lease expense for such leases is recognized on a straight-line basis over the lease term.

A lease is classified as a finance lease when one or more of the following criteria are met: (1) the lease transfers ownership of the asset by the end of the lease term, (2) the lease contains an option to purchase the asset that is reasonably certain to be exercised, (3) the lease term is for a major part of the remaining useful life of the asset, (4) the present value of the lease payments equals or exceeds substantially all of the fair value of the asset, and (5) the asset is of such a specialized nature that it is expected to have been no alternative use to the lessor at the end of the lease term. If a lease does not meet any of these criteria, the lease is classified as an operating lease.

Lease liabilities are initially measured at the lease commencement date based on the present value of lease payments over the lease term, discounted using an estimate of our incremental borrowing rate for a collateralized loan with the same term and payment as the lease. Right-of-use assets are measured based on the amount of the lease liability adjusted for any lease payments made to the lessor at or before the lease commencement date less any lease incentives received. All right-of-use assets are evaluated for impairment in accordance with accounting standards applicable to long-lived assets as further described in the significant changes toaccounting policy “Impairment of Property, Plant and Equipment” in our critical accounting policies sinceAnnual Report on Form 10-K for the year ended December 31, 2020.

Renewal options are included in the calculation of our right-of-use assets and lease liabilities when we determine that the option is reasonably certain of exercise based on an analysis of the relevant facts and circumstances. Certain of our leases require variable lease payments that do not depend on an index or rate and such payments are excluded from the calculation of the right-of-use asset and lease liability and are recognized as variable lease cost when incurred.

We have elected the practical expedient to account for the lease and non-lease components as a single lease component for our dairy lease and fuel supply asset class. This results in a significantly higher ROU assets and lease liabilities than if the Company had not elected this practical expedient.

Lease cost for operating leases consists of the fixed lease payments recognized on a straight-line basis over the lease term plus variable lease payments as incurred. Lease cost for finance leases consists of amortization of the right-of-use assets on a straight-line basis over the lease term, interest expense on the lease liability and variable lease payments as incurred.

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 our Annual Report.

 

Off-Balance Sheet Arrangements

 

As of March 31,June 30, 2021, we did not have any material off-balance sheet arrangements.

 

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

 

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide information under this item.

 

 

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.

 

Management, including the participation of our Chief Executive Officer and our Chief Financial Officer, conducted an evaluation (pursuant to Rule 13a-15(b) of the Exchange Act) of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Report. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of March 31,June 30, 2021. In designing and evaluating our disclosure controls and procedures, management recognized that disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable but not absolute assurance that the objectives of the disclosure controls and procedures are met. The design of any disclosure control and procedure also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

 

Changes in Internal Control Over Financial Reporting

 

There have beenWe substantially completed the implementation of our new Enterprise Resource Planning (“ERP”) system during our fiscal quarter ended June 30, 2021. The implementation of that ERP system is expected to, among other things, improve user access security and automate a number of accounting, back office and reporting processes and activities, thereby decreasing the amount of manual processes previously required. Except for the implementation of the new ERP system, there was no changeschange in our internal control over financial reporting that occurred during the quarterperiod ended March 31,June 30, 2021, that have materially affected, or areis reasonably likely to materially affect, our internal control over financial reporting. For the quarter ended June 30, 2021, there was no change in our internal control over financial reporting that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting

 

 

PART II. OTHER INFORMATION

 

Item 1. Legal Proceedings.

 

From time to time, we have been and may again become involved in legal proceedings arising in the ordinary course of our business. We are not presently a party to any litigation and we are not aware of any pending or threatened litigation against us that we believe could have a material adverse effect on our business, operating results, financial condition or cash flows.

 

 

Item 1A. Risk Factors.

 

You should carefully consider the risk factors discussed in Part I, Item 1A. “Risk Factors” in our 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 Annual Report. The risk factors in our 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.

 

We will be unable to issue sufficient additional shares for future capital raising transactions or strategic transactions unless we obtain stockholder approval to amend our certificate of incorporation toincreasethenumberofauthorizedsharesof our common stock available for issuance.

We have 250,000,000 authorized shares of common stock. As of July 30, 2021, we had 197,214,586 shares of common stock outstanding and 17,441,531 shares of common stock reserved for future issuance related to the Gevo, Inc. 2010 Stock Incentive Plan and warrants. As a result, as of July 30, 2021, we had approximately 35,343,883 shares of authorized shares of common stock available for future issuance. We operate in a capital-intensive industry and we do not believe we have sufficient unissued shares of common stock for future issuances to raise funds to execute on our business plans. Having additional authorized common stock available is critical to our continued efforts to pursue our strategic goals and we will be limited by the number of shares available for future capital raising transactions or business development transactions unless we obtain stockholder approval of an amendment to our certificate of incorporation to increase the number of authorized shares of common stock. We plan to solicit the approval of our stockholders to amend our certificate of incorporation to increase the number of authorized shares of common stock, but we cannot be certain that our stockholders will approve the amendment, particularly since we have a large retail stockholder base as of July 30, 2021. A delay in securing, or a failure to secure, stockholder approval to amend our certificate of incorporation could cause a delay in our future capital raising, collaboration, partnership or other strategic transactions, and may have a material adverse effect on our business and financial condition.

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

 

Issuer Purchases 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

 

Maximum

Number of

Shares that

May Yet Be

Purchased

Under the Plans

or Programs

             

January 1, 2021 - January 31, 2021 (1)

 

 

33

 

$

6.99

 

 

 

 

February 1, 2021 - February 28, 2021

 

 

 

$

 

 

 

 

March 1, 2021 - March 31, 2021

 

 

 

$

 

 

 

 

             

Total

 

 

33

 

$

6.99 

 

 

 

Period

 

Total Number

of Shares

Purchased

 

Average Price

Paid per Share

 

Total Number

of Shares

Purchased as

Part of Publicly

Announced

Plans or

Programs

 

Maximum

Number of

Shares that

May Yet Be

Purchased

Under the Plans

or Programs

             
April 1, 2021 - April 30, 2021 (1)  3,517 $8.53    
May 1, 2021 - May 31, 2021   $    
June 1, 2021 - June 30, 2021 (1)  223,192 $8.03    
             

Total

 

 

226,709

 

$

8.04 

 

 

 

 

(1)  Represents shares withheld from employees to cover tax withholding obligations upon the vesting of restricted stock awards. The average prices listed in the above table are averages of the fair market prices at which we valued shares withheld for purposes of calculating the number of shares to be withheld.

 

 

Item 3. Defaults Upon Senior Securities.

 

None.

 

 

Item 4. Mine Safety Disclosures.

 

Not Applicable.

 

 

Item 5. Other Information.

 

None.

 

 

Item 6. Exhibits.

 

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

 

Exhibit

Number

 

 

Description

 

Previously Filed

 

Included

Herewith

 

 

 

 

 

Form

 

File No.

 

Filing Date

 

Exhibit

 

 

 

 

 3.1

 

 

Amended and Restated Certificate of Incorporation of Gevo, Inc.

 

 

10-K

 

 

001-35073

 

 

March 29, 2011

 

 

3.1

 

 

 

 

 3.2

 

 

 

Certificate of Amendment to Amended and Restated Certificate of Incorporation of Gevo, Inc.

 

 

8-K

 

 

001-35073

 

 

June 10, 2013

 

 

3.1

 

 

 

 

 3.3

 

 

 

Certificate of Amendment to Amended and Restated Certificate of Incorporation of Gevo, Inc.

 

 

8-K

 

 

001-35073

 

 

July 9, 2014

 

 

3.1

 

 

 

 

 3.4

 

 

 

Certificate of Amendment to Amended and Restated Certificate of Incorporation of Gevo, Inc.

 

 

8-K

 

 

001-35073

 

 

April 22, 2015

 

 

3.1

 

 

 

 

 3.5

 

 

 

Certificate of Amendment to Amended and Restated Certificate of Incorporation of Gevo, Inc.

 

 

8-K

 

 

001-35073

 

 

January 6, 2017

 

 

3.1

 

 

  3.6  

Certificate of Amendment to Amended and Restated Certificate of Incorporation of Gevo, Inc.

 8-K 001-35073 June 4, 2018 3.1  

 

 

 3.7

 

 

Amended and Restated Bylaws of Gevo, Inc.

 

 

10-K

 

 

001-35073

 

 

March 29, 2011

 

 

3.2

 

 

 

 

 4.1

 

 

Form of Gevo, Inc. Common Stock Certificate.

 

 

S-1

 

 

333-168792

 

 

January 19, 2011

 

 

4.1

 

 

 

 

 4.2†

 

 

 

Stock Issuance and Stockholder’s Rights Agreement, dated July 12, 2005, by and between Gevo, Inc. and California Institute of Technology.

 

 

S-1

 

 

333-168792

 

 

August 12, 2010

 

 

4.3

 

 

 

 

 

Exhibit

Number

 

 

Description

 

Previously Filed

 

Filed

Herewith

 

 

 

 

 

Form

 

File No.

 

Filing Date

 

Exhibit

 

 

 

 

 4.3

 

 

Form of Series I Warrant to Purchase Common Stock

 

 

8-K

 

 

001-35073

 

 

September 15, 2016

 

 

4.1

 

 

 

 

 4.4

 

 

Form of Series K Warrant to Purchase Common Stock

 

 

8-K

 

 

001-35073

 

 

February 22, 2017

 

 

4.1

 

 

  4.5  Form of Series 2020-A Warrant to Purchase Common Stock. 8-K 001-35073 July 8, 2020 4.1  
  10.1  Form of Securities Purchase Agreement. 8-K 001-35073 January 21, 2021 10.1  
  10.2+  Fuel Sales Agreement, dated October 28, 2019, by and between Gevo, Inc. and Scandinavian Airlines System. 8-K 001-35073 February 22, 2021 10.1  
  10.3+  Amendment No. 1 to Fuel Sales Agreement, dated February 16, 2021, by and between Gevo, Inc. and Scandinavian Airlines System. 8-K 001-35073 February 22, 2021 10.2  
  10.4  Bond Financing Agreement, dated as of April 1, 2021, by and between Gevo NW Iowa RNG, LLC and the Iowa Finance Authority. 8-K 001-35073 April 15, 2021 10.1  
  10.5++  Letter of Credit Reimbursement Agreement, dated as of April 1, 2021, by and between Gevo, Inc. and Citibank, N.A. 8-K 001-35073 April 15, 2021 10.2  
  10.6#  Offer Letter, Dated February 16, 2021, by and between Gevo Inc. and Paul Bloom.         X

 

 

 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.**

 

 

 

 

 

 

 

 

 

 

X**

 

 

 101

 

 

 

Financial statements from the Quarterly Report on Form 10-Q of Gevo, Inc. for the quarterly period ended March 31, 2021, formatted in XBRL: (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Cash Flows, and (iv) Notes to the Consolidated Financial Statements.

 

 

 

 

 

 

 

 

 

 

X

Exhibit

Number

 

 

Description

 

Previously Filed

 

Filed

Herewith

 

 

 

 

 

Form

 

File No.

 

Filing Date

 

Exhibit

 

 

 

 

 4.3

 

 

Form of Series I Warrant to Purchase Common Stock

 

 

8-K

 

 

001-35073

 

 

September 15, 2016

 

 

4.1

 

 

 

 

 4.4

 

 

Form of Series K Warrant to Purchase Common Stock

 

 

8-K

 

 

001-35073

 

 

February 22, 2017

 

 

4.1

 

 

  4.5  Form of Series 2020-A Warrant to Purchase Common Stock. 8-K 001-35073 July 8, 2020 4.1  
  10.1  Bond Financing Agreement, dated as of April 1, 2021, by and between Gevo NW Iowa RNG, LLC and the Iowa Finance Authority. 8-K 001-35073 April 15, 2021 10.1  
  10.2+  Letter of Credit Reimbursement Agreement, dated as of April 1, 2021, by and between Gevo, Inc. and Citibank, N.A. 8-K 001-35073 April 15, 2021 10.2  
  10.3  Gevo, Inc Amended and Restated 2010 Stock Incentive Plan 8-K 001-35073 June 10, 2021 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.**

 

 

 

 

 

 

 

 

 

 

X**

 

 

 101

 

 

 

Financial statements from the Quarterly Report on Form 10-Q of Gevo, Inc. for the quarterly period ended June 30, 2021, formatted in Inline XBRL: (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Cash Flows, and (iv) Notes to the Consolidated Financial Statements.

 

 

 

 

 

 

 

 

 

 

X

 104  Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)          

 

Certain portions have been omitted pursuant to a confidential treatment request. Omitted information has been filed separately with the SEC.

+Certain portions of the exhibit have been omitted pursuant to Rule 601(b)(10) of Regulation S-K. The omitted information is (i) not material and (ii) would likely cause competitive harm to the Company if publicly disclosed.
++Confidential portions of the exhibit have been redacted from the filed version of the exhibit and are marked with a [*****].
#Indicates a management contract or compensatory plan or arrangement. 

 

**

Furnished herewith.

 

 

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/ Carolyn M. Romero

 

By:

/s/ Carolyn M. Romero,

Carolyn M. Romero, CPA

Chief Accounting Officer

(Principal Accounting Officer)

 

Date:        May 13, 2020August 12, 2021

 

 

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