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~~

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

For the quarterly period ~~endedSeptember 30~~ended March 31, 2022~~, 2021~~

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

☐ 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~~


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

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

(303) 858-8358

(Registrant's telephone number,

including area code)

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


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

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

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

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

Large accelerated filer

☒

☐

Accelerated filer

☐

Non-accelerated filer

☐

☒

Smaller reporting company

☒

☐

Emerging growth company

☐

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

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

As of ~~October~~May 6, 2022, 201,752,722 shares ~~29, 2021, 201,879,978~~ ~~shares~~ of the registrant’s common stock were outstanding.

Table of Contents

GEVO, INC.

FORM 10-Q

FOR THE QUARTERLY PERIOD ~~ENDED SEPTEMBER 30, 2021~~

ENDED MARCH 31, 2022

TABLE OF CONTENTS

	~~Page~~
			Page
PART I. FINANCIAL INFORMATION

Item 1.		Financial Statements	3
		Consolidated Balance Sheets as of ~~September 30, 2021~~March 3 1 , 202 2 (unaudited) and December 31, ~~2020~~202 1	3
		Consolidated Statements of Operations for the three ~~and nine~~ months ended ~~September 30, 2021~~March 3 1 , 202 2 and ~~2020~~202 1 (unaudited)	4
		Consolidated Statements of Comprehensive Income (Loss) for the three ~~and nine~~ months ended ~~September 30, 2021~~March 31 , 202 2 and ~~2020~~202 1 (unaudited)	5
		Consolidated Statements of Stockholders' Equity for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2022 and 2021 ~~and 2020~~ (unaudited)	6
		Consolidated Statements of Cash Flows for the ~~nine~~three months ended ~~September 30,~~March 31, 2022 and 2021 ~~and 2020~~ (unaudited)	7
		Notes to Consolidated Financial Statements (unaudited)	98

Item 2.		Management’s Discussion and Analysis of Financial Condition and Results of Operations	3225
Item 3.		Quantitative and Qualitative Disclosures About Market Risk	4333
Item 4.		Controls and Procedures	4433

PART II. OTHER INFORMATION

Item 1.		Legal Proceedings	4534
Item 1A.		Risk Factors	4534
Item 2.		Unregistered Sales of Equity Securities and Use of Proceeds	4734
Item 3.		Defaults Upon Senior Securities	4734
Item 4.		Mine Safety Disclosures	4735
Item 5.		Other Information	4735
Item 6.		Exhibits	4836

		Signatures	5038

Table of Contents

PART I.I: FINANCIAL INFORMATION

Item 1. Financial Statements.

GEVO, INC.

CONSOLIDATED BALANCE SHEETS

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

September 30, 2021
December 31, 2020

Assets

Current assets

Cash and cash equivalents
$ 16,201 $ 78,338
Marketable securities (current) 285,236 0
Restricted cash (current) 49,804 0
Accounts receivable, net
513 527
Inventories
2,341 2,491
Prepaid expenses and other current assets
7,243 1,914
Total current assets
361,338 83,270

Property, plant and equipment, net
102,163 66,408
Long-term marketable securities 101,003 0
Long-term restricted cash 70,168 0
Operating right-of-use assets 1,591 133
Finance right-of-use assets 27,665 176
Intangible assets, net 9,098 114
Deposits and other assets
2,329 1,998

Total assets
$ 675,355 $ 152,099

Liabilities

Current liabilities

Accounts payable and accrued liabilities
$ 24,582 $ 3,943
Operating lease liabilities (current) 0 172
Finance lease liabilities (current) 2,727 10
Loans payable - other (current)
165 807
Total current liabilities

27,474
4,932

2021 Bonds payable (long-term) 66,303 0
Loans payable - other (long-term)
357 447
Operating lease liabilities (long-term) 1,732 0
Finance lease liabilities (long-term) 19,598 162
Other long-term liabilities
91
179

Total liabilities
115,555 5,720

Commitments and Contingencies (See Note 12)

Stockholders' Equity

Common stock, $0.01 par value per share; 250,000,000 authorized; 201,879,978 and 128,138,311 shares issued and outstanding at September 30, 2021 and December 31, 2020, respectively.
2,019 1,282
Additional paid-in capital
1,098,939 643,269
Accumulated other comprehensive loss (296 ) 0
Accumulated deficit
(540,862 ) (498,172 )
Total stockholders' equity
559,800 146,379

Total liabilities and stockholders' equity
$ 675,355 $ 152,099


	Note	March 31, 2022		December 31, 2021
Assets
Current assets
Cash and cash equivalents		$	44,626	$	40,833
Marketable securities (current)	5, 17	265,813		275,340
Restricted cash (current)	12	16,216		25,032
Accounts receivable, net		168		978
Inventories	7	2,735		2,751
Prepaid expenses and other current assets	4	5,861		6,857
Total current assets		335,419		351,791
Property, plant and equipment, net	8	156,896		139,141
Long-term marketable securities	5, 17	32,724		64,396
Long-term restricted cash	12	70,238		70,168
Operating right-of-use assets	6	2,209		2,414
Finance right-of-use assets	6	26,887		27,297
Intangible assets, net	9	8,656		8,938
Deposits and other assets		5,631		2,331
Total assets		$	638,660	$	666,476

Liabilities
Current liabilities
Accounts payable and accrued liabilities	11	$	13,410	$	28,288
Operating lease liabilities (current)	6	416		772
Finance lease liabilities (current)	6	4,029		3,413
Loans payable - other (current)	12	89		158
Total current liabilities		17,944		32,631
2021 Bonds payable (long-term)	12, 17	66,669		66,486
Loans payable - other (long-term)	12	276		318
Operating lease liabilities (long-term)	6	1,838		1,902
Finance lease liabilities (long-term)	6	17,403		17,797
Other long-term liabilities		95		87
Total liabilities		104,225		119,221

Stockholders' Equity
Common stock, $0.01 par value per share; 500,000,000 and 250,000,000 shares authorized at March 31, 2022 and December 31, 2021, respectively; 201,752,722 and 201,988,662 shares issued and outstanding at March 31, 2022 and December 31, 2021, respectively.		2,019		2,020
Additional paid-in capital		1,107,051		1,103,224
Accumulated other comprehensive loss		(1,587)		(614)
Accumulated deficit		(573,048)		(557,375)
Total stockholders' equity		534,435		547,255

Total liabilities and stockholders' equity		$	638,660	$	666,476

See the accompanying Notes to the ~~unaudited~~ Consolidated Financial Statements.

Table of Contents

GEVO, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

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

~~(unaudited)~~

Three Months Ended September 30,
Nine Months Ended September 30,
2021
2020
2021 2020
Revenue and cost of goods sold

Ethanol sales and related products, net
$ 16 $
21
$ 16 $ 3,804
Hydrocarbon revenue
104 101 463 1,085
Other revenue 22 70 178 116
Total revenues
142 192 657 5,005

Cost of goods sold
3,482 2,260 8,270 13,043

Gross loss
(3,340 ) (2,068 ) (7,613 ) (8,038 )

Operating expenses

Research and development expense
1,541 870 4,323 2,127
Selling, general and administrative expense
9,335 2,892 18,027 8,179
Preliminary stage project costs 313 323 8,512 700
Loss on disposal of assets 183 0 5,137 38
Restructuring expenses
0 (50 ) 0 254
Total operating expenses
11,372 4,035 35,999 11,298

Loss from operations
(14,712 ) (6,103 ) (43,612 ) (19,336 )

Other income (expense)

Gain on forgiveness of SBA Loans 0 0 641 0
Interest expense (67 ) (473 ) (78 ) (1,559 )
(Loss) on modification of 2020 Notes
0 0 0 (726 )
(Loss) on conversion of 2020/21 Notes to common stock 0 (543 ) 0 (543 )
Gain (loss) from change in fair value of derivative warrant liability
6 0 (4 ) 8
Gain (loss) from change in fair value of 2020/21 Notes embedded derivative liability
0 247 0 (29 )
Other income (expense), net
393 36 363 53
Total other income (expense), net
332 (733 ) 922 (2,796 )

Net loss
$ (14,380 ) $ (6,836 ) $ (42,690 ) $ (22,132 )

Net loss per share - basic and diluted
$ (0.07 ) $ (0.09 ) $ (0.22 ) $ (0.62 )

Weighted-average number of common shares outstanding - basic and diluted
199,341,519 77,049,896 193,739,605 35,682,794


	Note	Three Months Ended March 31,
		2022		2021
Revenue and cost of goods sold
Ethanol sales and related products, net	2	$	169	$	—
Hydrocarbon revenue	2	63		13
Other revenue	2	—		80
Total revenues	2, 18	232		93

Cost of production (including non-cash compensation expense of $0.09 million and nil, respectively)	14, 18	3,090		901
Depreciation and amortization	8, 9, 18	1,091		1,093
Total cost of goods sold		4,181		1,994
Gross loss		(3,949)		(1,901)

Operating expenses
Research and development expense (including non-cash compensation expense of $0.1 million and $0.5 million, respectively)	14	1,192		1,378
Selling, general and administrative expense (including non-cash compensation expense of $1.4 million and $0.5 million, respectively)	14	9,367		3,814
Preliminary stage project costs		507		2,727
Other operations (including non-cash compensation expense of $0.1 million and nil, respectively)	14	589		—

Depreciation and amortization	8, 9, 18	351		58

Total operating expenses		12,006		7,977
Loss from operations	18	(15,955)		(9,878)

Other income (expense)
(Loss) gain from change in fair value of derivative warrant liability		—		(53)
Interest expense	12, 18	(2)		(5)
Interest and dividend income	5	252		31
Other income (expense), net		32		(152)
Total other income (expense), net		282		(179)
Net loss		$	(15,673)	$	(10,057)

Net loss per share - basic and diluted	3	$	(0.08)	$	(0.05)

Weighted-average number of common shares outstanding - basic and diluted		201,925,747		183,566,524

See the accompanying Notes to the ~~unaudited~~ Consolidated Financial Statements.

~~Table of Contents~~

GEVO, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(Unaudited, in thousands)

~~(unaudited)~~

Three Months Ended September 30,
Nine Months Ended September 30,
2021
2020
2021 2020

Net loss
$ (14,380 ) $ (6,836 ) $ (42,690 ) $ (22,132 )
Other comprehensive income (loss)

Unrealized gain (loss) on available-for-sale securities, net of tax 45 0 (262 ) 0
Adjustment for net gain (loss) realized and included in net income, net of tax
(34 ) 0 (34 ) 0
Total change in unrealized gain (loss) on marketable securities 11 0 (296 ) 0

Comprehensive loss $ (14,369 ) $ (6,836 ) $ (42,986 ) $ (22,132 )


	Note	Three Months Ended March 31,
		2022		2021

Net loss		$	(15,673)	$	(10,057)
Other comprehensive income (loss)
Unrealized gain (loss) on available-for-sale securities, net of tax	5	(974)		—
Adjustment for net gain (loss) realized and included in net income, net of tax	5	1		—
Total change in other comprehensive income (loss)		(973)		—
Comprehensive loss		$	(16,646)	$	(10,057)

See the accompanying Notes to the ~~unaudited~~ Consolidated Financial Statements.

Table of Contents

GEVO, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

(InUnaudited, in thousands, except share amounts)

~~(unaudited)~~

Common Stock

Paid-In

Accumulated Other Comprehensive

Accumulated

Stockholders’

Shares

Amount

Capital
Loss
Deficit

Equity

Balance, June 30, 2021 197,964,476 $ 1,980 $ 1,100,932 $ (307 ) $ (526,482 ) $ 576,123

Issuance of common stock, net of issue costs 0 0 (162 ) 0 0 (162 )
Non-cash stock-based compensation — 0 1,880 0 0 1,880
Issuance of common stock under stock plans, net of taxes 3,915,502 39 (3,711 ) 0 0 (3,672 )
Other comprehensive income — 0 0 11 0 11
Net loss — 0 0 0 (14,380 ) (14,380 )

Balance, September 30, 2021 201,879,978 $ 2,019 $ 1,098,939 $ (296 ) $ (540,862 ) $ 559,800

Balance, December 31, 2020 128,138,311 $ 1,282 $ 643,269 $ — $ (498,172 ) $ 146,379

Issuance of common stock, net of issue costs 68,170,579 682 456,801 0 0 457,483
Issuance of common stock upon exercise of warrants 1,866,758 18 1,103 0 0 1,121
Non-cash stock-based compensation — 0 3,300 0 0 3,300
Issuance of common stock under stock plans, net of taxes 3,704,330 37
(5,534
) 0 0 (5,497 )
Other comprehensive loss — 0 0 (296 ) 0 (296 )
Net loss — 0 0 0 (42,690) (42,690 )

Balance, September 30, 2021 201,879,978 $ 2,019 $ 1,098,939 $ (296 ) $ (540,862 ) $ 559,800

Balance, June 30, 2020 15,514,098 $ 154 $ 533,015 $ 0 $ (473,282 ) $ 59,887

Issuance of common stock and common stock warrants, net of issue costs 42,772,687 428 61,265 0 0 61,693
Issuance of common stock upon exercise of warrants 52,953,400 530 16,117 0 0 16,647
Issuance of common stock upon conversion of 2020/21 Notes 4,169,426 42 2,441 0 0 2,483
Issuance of common stock in exchange for services rendered 101,730 1 93 0 0 94
Non-cash stock-based compensation
— 0 642 0 0 642
Issuance of common stock under stock plans, net of taxes 4,066,862 41 (62 ) 0 0 (21 )
Net loss
— 0 0 0 (6,836 ) (6,836 )

Balance, September 30, 2020 119,578,203 $ 1,196 $ 613,511 $ 0 $ (480,118 ) $ 134,589

Balance, December 31, 2019 14,083,232 $ 141 $ 530,349 $ 0 $ (457,986 ) $ 72,504

Issuance of common stock and common stock warrants, net of issue costs 44,115,808 441 63,405 0 0 63,846
Issuance of common stock upon exercise of warrants 52,953,400 530 16,117 0 0 16,647
Issuance of common stock upon conversion of 2020/21 Notes 4,169,426 42 2,441 0 0 2,483
Issuance of common stock in exchange for services rendered 101,730 1 93 0 0 94
Non-cash stock-based compensation — 0 1,475 0 0 1,475
Issuance of common stock under stock plans, net of taxes 4,154,607 41 (369 ) 0 0 (328 )
Net loss — 0 0 0 (22,132 ) (22,132 )

Balance, September 30, 2020 119,578,203 $ 1,196 $ 613,511 $ 0 $ (480,118 ) $ 134,589


	Note	Common Stock			Paid-In Capital		Accumulated Other Comprehensive Loss		Accumulated Deficit		Stockholders’ Equity
		Shares	Amount

Balance, December 31, 2021		201,988,662	$	2,020	$	1,103,224	$	(614)	$	(557,375)	$	547,255




Issuance of common stock upon exercise of warrants	10	4,677	—		3		—		—		3
Non-cash stock-based compensation	14	—	—		4,044		—		—		4,044
Issuance of common stock under stock plans, net of taxes	14	(240,617)	(1)		(220)		—		—		(221)
Other comprehensive loss		—	—		—		(973)		—		(973)
Net loss		—	—		—		—		(15,673)		(15,673)
Balance, March 31, 2022		201,752,722	$	2,019	$	1,107,051	$	(1,587)	$	(573,048)	$	534,435















Balance, December 31, 2020		128,138,311	$	1,282	$	643,269	$	—	$	(498,172)	$	146,379

Issuance of common stock, net of issuance costs		68,170,579	682		457,008		—		—		457,690



Issuance of common stock upon exercise of warrants	10	1,863,058	18		1,099		—		—		1,117
Non-cash stock-based compensation	14	—	—		562		—		—		562
Issuance of common stock under stock plans, net of taxes	14	(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

See the accompanying Notes to the ~~unaudited~~ Consolidated Financial Statements.

Table of Contents

GEVO, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited, in thousands)

~~(unaudited)~~


	Nine Months Ended September 30,							Note	Three Months Ended March 31,
	2021			2020					2022		2021
Operating Activities							Operating Activities
Net loss	$	(42,690	)	$	(22,132	)	Net loss		$	(15,673)	$	(10,057)
Adjustments to reconcile net loss to net cash used in operating activities:							Adjustments to reconcile net loss to net cash used in operating activities:
Loss (gain) from change in fair value of derivative warrant liability		4			(8	)
Loss (gain) from change in fair value of 2020/21 Notes and 2020 Notes embedded derivative liability		0			29
Loss on conversion of 2020/21 Notes to common stock		0			543
Loss on disposal of assets		5,137			38
(Gain) on forgiveness of SBA Loans		(641	)		0

Stock-based compensation		5,823			1,347		Stock-based compensation	14	4,258		925
Depreciation and amortization		3,572			4,754		Depreciation and amortization	8, 9, 18	1,442		1,149
Non-cash lease expense		7			45		Non-cash lease expense	6	139		17
Non-cash interest expense		65			606		Non-cash interest expense	5	1,150		—
Other non-cash expenses		5			0

Changes in operating assets and liabilities:							Changes in operating assets and liabilities:
Accounts receivable		14			765		Accounts receivable		810		435
Inventories		150			650		Inventories	7	16		39
Prepaid expenses and other current assets, deposits and other assets		(4,463	)		(613	)	Prepaid expenses and other current assets, deposits and other assets	4	(2,317)		(4,273)
Accounts payable, accrued expenses and long-term liabilities		4,324			(605	)	Accounts payable, accrued expenses and long-term liabilities	11, 12, 6	(2,285)		4,600
Net cash used in operating activities		(28,693	)		(14,581	)	Net cash used in operating activities		(12,460)		(7,165)

Investing Activities							Investing Activities
Acquisitions of property, plant and equipment		(30,955	)		(1,756	)	Acquisitions of property, plant and equipment	8	(31,218)		(4,630)
Acquisition of patent portfolio		(9,000	)		0		Acquisition of patent portfolio	9	(10)		—
Proceeds from sale of marketable securities		34,332			0
Proceeds from sale and maturity of marketable securities							Proceeds from sale and maturity of marketable securities	5	71,082		—

Purchase of marketable securities		(422,362	)		0		Purchase of marketable securities	5	(31,993)		—

Net cash used in investing activities		(427,985	)		(1,756	)	Net cash used in investing activities		7,861		(4,630)

Financing Activities							Financing Activities
Proceeds from issuance of 2021 Bonds		68,995			0

Debt and equity offering costs		(34,919	)		(6,170	)	Debt and equity offering costs	12	—		(31,683)
Proceeds from issuance of common stock and common stock warrants		487,549			69,985		Proceeds from issuance of common stock and common stock warrants		—		489,373
Proceeds from exercise of warrants		1,119			16,647		Proceeds from exercise of warrants	10	3		1,117
Net settlement of common stock under stock plans		(5,137	)		(331	)	Net settlement of common stock under stock plans	14	(220)		—
Payment of loans payable - other		(98	)		(481	)	Payment of loans payable - other	12	(103)		(27)

Payment of finance lease liabilities		(2,996	)		0		Payment of finance lease liabilities	6	(34)		—
Proceeds from SBA Loans		0			1,006

Net cash provided by financing activities		514,513			80,656		Net cash provided by financing activities		(354)		458,780

Net increase (decrease) in cash and cash equivalents		57,835			64,319		Net increase (decrease) in cash and cash equivalents		(4,953)		446,985

Cash, cash equivalents and restricted cash
Beginning of period		78,338			16,302

End of period	$	136,173		$	80,621
Cash, cash equivalents and restricted cash at beginning of period							Cash, cash equivalents and restricted cash at beginning of period		136,033		78,338
Cash, cash equivalents and restricted cash at end of period							Cash, cash equivalents and restricted cash at end of period		$	131,080	$	525,323


	Three Months Ended March 31,
Schedule of cash, cash equivalents and restricted cash	2022		2021

Cash and cash equivalents	$	44,626	$	525,323
Restricted cash (current)	16,216		—
Long-term restricted cash	70,238		—
Total cash, cash equivalents and restricted cash	$	131,080	$	525,323


	Three Months Ended March 31,
Supplemental disclosures of cash and non-cash investing and financing transactions	2022		2021

Cash paid for interest	$	2	$	3
Cash paid for interest capitalized to construction in progress	$	516	$	—
Non-cash interest capitalized to construction in progress	$	1	$	—
Non-cash purchase of property, plant and equipment	$	7,530	$	999





Right-of-use asset purchased with operating lease	$	—	$	1,562

See the accompanying Notes to the ~~unaudited~~ Consolidated Financial Statements.

Table of Contents

GEVO, INC.

~~Consolidated Statements of Cash Flows - Continued~~

~~(in thousands)~~

~~(unaudited)~~

Schedule of cash, cash equivalents and restricted cash Nine Months Ended September 30,
2021 2020

Cash and cash equivalents
$ 16,201 $ 80,621
Restricted cash (current)
49,804 0
Long-term restricted cash
70,168 0

Total cash, cash equivalents and restricted cash $ 136,173 $ 80,621

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

Nine Months Ended September 30,

2021
2020

Cash paid for interest
$ 11 $
953

Non-cash purchase of property, plant and equipment $ 12,164 $ 2
Issuance of common stock upon exchange of debt and make-whole $ 0 $ 2,517
Issuance of common stock in exchange for services rendered $ 0 $ 94
Original issue discount paid with 2020/21 Notes $ 0 $ 282
Right-of-use asset purchased with financing leases $ 28,416 $ 13
Right-of-use asset purchased with operating lease $ 1,611 $ 0

~~See the accompanying Notes to the unaudited Consolidated Financial Statements.~~

~~Table of Contents~~

~~GEVO, INC.~~

Notes to Consolidated Financial Statements

(unaudited)

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

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

The Company is focused on transforming renewable energy into ~~energy dense~~energy-dense liquid hydrocarbons that can be used as renewable fuels, such as sustainable aviation fuel ~~(“SAF”) and renewable isooctane (which the Company refers to as “renewable premium gasoline”~~("SAF"), with the potential to achieve a “net-zero” greenhouse gas ~~(“GHG”~~("GHG") ~~footprint~~footprint. The Company uses the Argonne National Laboratory’s GREET (Greenhouse gases, Regulated Emissions, and ~~address global needs of reducing~~Energy use in Transportation) model (the "GREET Model") to measure, predict and verify GHG emissions ~~with sustainable alternatives~~across the life-cycle of its products. The “net-zero” concept means Gevo expects that by using renewable and substantially decarbonized energy sources, drop-in hydrocarbon fuels can be produced that have a net-zero, full life cycle footprint measured from the capture of renewable carbon through the burning of the fuel.

Gevo's primary market focus, given current demand and growing customer interest, is SAF. The Company believes it also has commercial opportunities for other renewable hydrocarbon products, such as (i) hydrocarbons for gasoline blendstocks and diesel fuel, (ii) ingredients for the chemical industry, such as ethylene and butenes, and (iii) plastics, materials and other chemicals.

The Company believes it has the technology and know-how to ~~petroleum fuels.~~ convert various carbohydrate feeds through a fermentation process into alcohols and then transform the alcohols into renewable fuels and materials. While the Company expects its first major capital deployments to focus on the production of SAF, Gevo recognizes that there are opportunities to operate in several different markets, and it will pursue those opportunities when appropriate based on customer interest, access to capital and expected investment returns.

Gevo currently ~~owns~~ ~~one~~ ~~production facility~~operates a wholly-owned development plant in Luverne, Minnesota (the "Luverne Facility"). The Luverne Facility was originally constructed in 1998 and is located on approximately 55 acres of land, which contains approximately 50,000 square feet of building space. Our Luverne Facility is a scale up and development site. Gevo ~~plans~~intends to ~~develop, own (in whole or~~use the Luverne Facility to prove our processes, process concepts, unit operations and for other purposes in ~~part),~~order to optimize feedstocks and ~~operate additional~~the processes used for producing hydrocarbons from alcohols.

Gevo's renewable natural gas ("RNG") project ("NW Iowa RNG") owned by Gevo NW Iowa RNG, LLC, will generate RNG captured from dairy cow manure supplied by 3 dairies located in Northwest Iowa totaling over 20,000 milking cows. Animal manure can be digested anaerobically to produce biogas, which is then upgraded to pipeline quality gas referred to as RNG. Gevo NW Iowa RNG, LLC intends to sell RNG to the California market through an agreement with BP Canada Energy Marketing Corp. and BP Products North America Inc. (collectively, "BP"). Our dairy farm partners realize a variety of benefits including improved operational and environmental compliance options. These services facilitate long-term relationships with project hosts that may serve as a source for future projects and relationships. Gevo believes that RNG has potential to displace fossil-based natural gas used in the future production of net-zero hydrocarbon manufacturing facilities, ~~that use a combination~~providing the benefit of ~~(i) renewable energy sources such a photosynthetic energy, renewable electricity, biogas, renewable hydrogen, and (ii) renewable carbon sources such as residual carbohydrates.~~

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,lowering the carbon ~~footprint~~intensity of ~~air travel can~~hydrocarbon fuels.

In 2021, we began construction on NW Iowa RNG under a self-perform project delivery format. We completed most of the construction efforts at the end of 2021, and in January 2022, we began the process of commissioning the project. NW Iowa RNG is expected to be ~~reduced, or~~completed within budget. All digesters are currently in the ~~long run, eliminated, on a net carbon basis, without changes to planes or fuel systems. In addition to the potential of net-~~~~zero~~ ~~carbon emissions across the whole fuel life-cycle, Gevo's renewable fuels should eliminate other pollutants associated with the burning of traditional fossil fuels, such as particulates~~start-up phase and ~~sulfur, while delivering superior performance.~~

Gevo has a technology pathway that converts carbohydrates to alcohols via a fermentation process. The alcohols are then converted to hydrocarbon fuels using a catalytic chemical process. By using renewable energy across the production process, in combination with sustainable feedstocks, like low carbon non-food corn, the greenhouse gas emissions are expected to be substantially reduced or eliminated as measured across the whole of the life cycle. The processes used to convert carbohydrates to drop-in hydrocarbons using isobutanol as the intermediate alcohol is protected by a patent portfolio with more than 500 patents, as well as proprietary processes and know-how. Thereach steady production ~~technology to convert ethanol to hydrocarbons has been exclusively licensed to Gevo~~levels in the ~~United States by Axens North America,~~second quarter of 2022. When fully operational, NW Iowa RNG is expected to generate approximately 355,000 MMBtu of RNG per year.

We also operate a demonstration facility in Silsbee, Texas in partnership with South Hampton Resources, Inc. ~~(“Axens”~~(the "South Hampton Facility"), from which the Company produces limited volumes of SAF and ~~incorporates more than 60 patents, as well as proprietary production technology and know-how.~~

liquid hydrocarbon fuel.

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 (the "Net-Zero 1 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.~~~~The novel coronavirus ("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 resulted in 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 the Company's revenue and operating results for the remainder of~~ ~~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-~~19 ~~pandemic on the Company's business. The impact of the COVID-~~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 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 the Company's workforce that occurred during the ~~first~~ ~~quarter of~~ ~~2020~~ ~~due to the impact of COVID-~~19 ~~had an adverse impact on the Company's financial results for the~~ ~~nine~~ ~~months ended~~ ~~September 30, 2021,~~ ~~reducing revenue by 87% compared to the~~ ~~nine~~ ~~months ended~~ ~~September 30,~~ ~~2020.~~ ~~The change in revenue for the~~ ~~three~~ ~~months ended~~ ~~September 30, 2021~~ ~~was negligible compared the~~ ~~three~~ ~~months ended~~ ~~September 30, 2020.~~ ~~The Luverne Facility re-commenced operations during~~ ~~July 2021~~ ~~and is expected to produce isobutanol that will be used as a feedstock for us to produce SAF and renewable premium gasoline to fulfill existing sales contracts. There is a risk that COVID-~~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~~ ~~nine~~ ~~months ended~~ ~~September 30, 2021~~ ~~and beyond as the COVID-~~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~~ ~~September 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 could reduce demand for SAF, isooctane and isooctene.~~

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~~GEVO, INC.~~

~~Notes to Consolidated Financial Statements~~

~~(unaudited)~~

Basis of ~~Presentation.~~presentation. The unaudited consolidated financial statements of the Company (which include the accounts of its wholly-owned subsidiaries Gevo Asset, LLC, Gevo RNG ~~Holdco,~~HoldCo, LLC, Gevo NW Iowa RNG, LLC, ~~("Gevo RNG"),~~ Gevo Net-Zero

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GEVO, INC.

Notes to Consolidated Financial Statements

(unaudited)

HoldCo, LLC, Gevo Net-Zero 1, LLC, 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 as of, and for the three ~~and~~ ~~nine~~ months ended,~~September 30, 2021~~ March 31, 2022,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-K10-K for the year ended December 31,~~2020.~~

2021. The financial statements at December 31, 2021, have been derived from the audited financial statements as of that date. For further information, refer to our audited financial statements and notes thereto included for the year ended December 31, 2021 (the "2021 Annual Report").

Reclassifications. The Company reclassified certain prior period amounts to conform to the current period presentation, including the categorization of ~~preliminary stage project costs~~depreciation and amortization 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.

~~January~~

2.Revenues from Contracts with Customers and Other Revenues

The Company's limited revenues are derived from 2 development-scale plants: (i) the South Hampton Facility and (ii) the Luverne Facility. These revenues are from customer contracts for ethanol sales and related products and hydrocarbon revenues, which include SAF, isooctene, and isooctane. These are sold mostly on a free-on-board, shipping point basis (recognized at a point in time), are independent transactions, do not provide post-sale support or promises to deliver future goods, and are single performance obligations. Historically, grant revenues consisted of governmental and cooperative research grants, while other revenue includes consulting services and short-term leases for certain storage facilities at the Luverne Facility. For the quarters ended March 31, 2022 and 2021,~~Offering.~~ On ~~January 19,~~ there were no variable revenues and as of March 31, 2022 and December 31, 2021, there were no remaining unfulfilled or partially fulfilled performance obligations. The Company does not offer explicit or implicit price concessions, so it records the revenue and trade receivables at 100% of the transaction price. Since all amounts are provided and due in less than one year, the Company ~~completed~~elects to not record a ~~registered direct offering pursuant to a securities purchase agreement withcertain institutional and accredited investors providing~~financing component.

3.Net loss Per Share

Basic net loss per share is calculated based on the weighted average number of common shares outstanding for the ~~issuance~~period. Diluted net loss per share is calculated based on the assumption that stock options and ~~sale by~~other dilutive securities outstanding, which have an exercise price less than the ~~Company~~average market price of ~~an aggregate~~the Company's common shares during the period, would have been exercised on the later of ~~43,750,000~~the beginning of the period or the date granted and that the funds obtained from the exercise were used to purchase common shares at the average market price during the period. None of the Company's stock options or other dilutive securities are considered to be dilutive in periods with net losses.

The effect of the Company’s dilutive securities is calculated using the treasury stock method and only those instruments that result in a reduction in net income per common ~~stock at a price of $8.00~~share are included in the calculation. Diluted net loss per share ~~(the~~ ~~“January 2021~~ ~~Offering”). The net proceeds to~~for 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~~ ~~September 2021,~~ ~~the at-the-market offering program was amended to increase the available capacity to $500 million.~~

~~During the~~ ~~nine~~three months ended ~~September 30,~~March 31, 2022 and 2021 ~~the Company issued 24,420,579 shares~~excluded 1,751,170 and 220,099, respectively, of common stock ~~under~~equivalents because the ~~at-the-market offering program for total proceeds~~effect of ~~$135.8 million,~~their inclusion would be anti-dilutive or would decrease the reported net ~~of commissions and other offering related expenses totaling $3.6 million. There were 0 shares issued during the~~ ~~three~~ ~~months ended~~ ~~September 30, 2021.~~

~~As of~~ ~~September 30, 2021,~~ ~~the Company has remaining capacity to issue up to approximately $500 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 $3.0 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.

loss per share.

109

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GEVO, INC.

Notes to Consolidated Financial Statements

(unaudited)

~~Restricted Cash~~

Basic and ~~Restricted Cash Equivalents~~. diluted net loss per share is calculated as follows (net loss in thousands):


	Three Months Ended March 31,
	2022		2021
Net loss	$	(15,673)	$	(10,057)



Basic and diluted weighted-average shares outstanding	201,925,747		183,566,524

Basic and diluted net loss per share	$	(0.08)	$	(0.05)

4.Prepaid and Other Current Assets

The ~~Company’s restricted cash and restricted cash equivalents consists of unused proceeds from~~following table sets forth the ~~issuance~~components 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~~Company’s prepaid 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~~ ~~September 30, 2021,~~ ~~the unused restricted bond proceeds of $48.8 million included in restricted cash is classified as~~other current ~~since the proceeds will be distributed within~~ ~~twelve~~ ~~months. As of~~ ~~September 30, 2021,~~ ~~the restricted collateral included in restricted cash totaled $71.2 million, $1.0~~assets (in thousands):


	March 31, 2022		December 31, 2021
Prepaid insurance	$	397	$	805
Interest receivable	1,252		1,530
Exclusivity fees	—		3,250
Prepaid engineering	2,275		409
Prepaid other	1,937		863
Total Prepaid and other current assets	$	5,861	$	6,857

The $3.3 million of ~~which secures interest payments to be made within~~ ~~twelve~~ ~~months~~prepaid fees above are exclusivity fees and ~~is classified as current. The Company is entitled to receive interest income on~~are reported in Deposits and other assets in 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~~Consolidated Balance Sheets (Note 13) as of ~~September 30, 2021~~ ~~is made up of the following (in thousands):~~

September 30, 2021

Bond proceeds
$ 68,995
Disbursement of funds
(20,005
)
Interest paid on bonds
(216 )
Interest income
10

Total restricted cash held by bond trustee $ 48,784

March 31, 2022.

5.Marketable ~~Securities.~~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~~Company's 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~~in marketable securities are ~~carried~~stated at fair value ~~with unrealized gains~~ and ~~losses, net~~are available-for-sale. The following table summarizes the Company's investments in marketable securities (in thousands):


		Available-for-Sale Securities at March 31, 2022
	Maturity	Amortized Cost Basis		Gross Unrealized Losses		Fair Value

Short-term marketable securities
U.S. Treasury notes	Within one year	$	188,665	$	(527)	$	188,138
U.S. Government-sponsored enterprise securities	Within one year	78,375		(700)		77,675
Total short-term marketable securities		$	267,040	$	(1,227)	$	265,813

Long-term marketable securities
U.S Treasury notes	Within two years	$	11,040	$	(72)	$	10,968
U.S. Government-sponsored enterprise securities	Within two years	22,044		(288)		21,756
Total long-term marketable securities		$	33,084	$	(360)	$	32,724

Table of ~~taxes, reported as a component of accumulated other comprehensive income in shareholders’ equity, with the exception of unrealized losses believed~~Contents

GEVO, INC.

Notes to ~~be other-than-temporary, which are reported in earnings in the current period.~~ Consolidated Financial Statements

(unaudited)


		Available-for-Sale Securities at December 31, 2021
	Maturity	Amortized Cost Basis		Gross Unrealized Losses		Fair Value

Short-term marketable securities
U.S. Treasury notes	Within one year	$	226,136	$	(344)	$	225,792
U.S. Government-sponsored enterprise securities	Within one year	49,618		(70)		49,548
Total short-term marketable securities		$	275,754	$	(414)	$	275,340

Long-term marketable securities
U.S Treasury notes	Within two years	$	—	$	—	$	—
U.S. Government-sponsored enterprise securities	Within two years	64,596		(200)		64,396
Total long-term marketable securities		$	64,596	$	(200)	$	64,396

The cost of securities sold is based upon the specific identification method. Interest receivable related to the marketable securities of ~~$1.5~~$1.3 million was included within prepaid expenses and other current assets on the accompanying Consolidated Balance Sheets as of ~~September 30, 2021.~~

~~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~~March 31, 2022.

Interest income totaled $1.6 million 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 assetthree months ended March 31, 2022 (nil for the ~~term of the contract;~~three months ended March 31, 2021) 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~~"Interest 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 right-of-use 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.

~~Table of Contents~~

~~GEVO, INC.~~

~~Notes to Consolidated Financial Statements~~

~~(unaudited)~~

~~Intangible assets.~~ ~~Intangible assets consist primarily~~of patents. Costs related to patents, including legal fees, are capitalized and amortized over the estimated useful lives using the straight-line method. Amortization expense is recorded in "Research and development expense"dividend income" in the Consolidated Statements of Operations. For patents purchased in an asset acquisition, the useful life is determined by valuation estimates of remaining economic life. Intangible assets are included in ""Deposits and other assets" in the Consolidated Balance Sheets.

The Company periodically evaluates the amortization period and carrying value of its patents to determine whether any events or circumstances warrant revised estimated useful life or reduction in value.

On ~~September 21, 2021,~~ the Company entered into an asset purchase agreement with Butamax Advanced Biofuels LLC and its affiliate, Danisco US Inc. (collectively, “Butamax”), pursuant to which the Company purchased all of Butamax’s rights, title and interests in certain U.S. and foreign patents and patent applications, subject to specified conditions and encumbrances, relating to the production, recovery and use of biobutanol that were owned by Butamax, for $9.0 million. Management evaluated the patents to determine whether the patents (i) supported current products; (ii) supported planned research and development (iii) prevent others from competing with Gevo's products. The Company used a valuation of the investment value of the patent portfolio performed in ~~July 2021~~ to determine the relative fair value of the patents acquired. Based on the Company's estimated purchase price allocation, approximately $4.2 million of the purchase price was allocated to the purchase of patents to support current products and planned product research and $4.8 million for patents purchased for defensive purposes. The patents are included in the Gevo Segment.

~~Identifiable intangible assets as of~~ ~~September 30, 2021~~ ~~comprised the following (in thousands):~~

September 30, 2021

Gross Carrying Amount

Accumulated Amortization

Identifiable Intangible Assets, Net

Weighted-Average Useful Life (Years)

Finite-lived intangible assets:

Patents
$ 4,496 $ (202 ) $ 4,294 7.3
Defensive assets
4,804 0 4,804 8.4

Identifiable intangible assets
$ 9,300 $ (202 ) $ 9,098 7.9

December 31, 2020

Gross Carrying Amount

Accumulated Amortization

Identifiable Intangible Assets, Net

Weighted-Average Useful Life

Finite-lived intangible assets:

Patents
$ 300 $ (186 ) $ 114 5.2

~~Table of Contents~~

~~GEVO, INC.~~

~~Notes to Consolidated Financial Statements~~

~~(unaudited)~~

~~The following table details the estimated net amortization of identifiable intangible assets as of~~ ~~September 30, 2021 (~~~~in thousands):~~

Year Ending December 31,

Patents

Defensive Assets

Total

2021 (remaining)
$ 147 $ 144 $ 291
2022
601 575 1,176
2023
601 575 1,176
2024
601 575 1,176
2025
601 575 1,176
2026 and thereafter
1,743 2,360 4,103

Total
$ 4,294 $ 4,804 $ 9,098

~~Total amortization of intangible assets was less than $0.1 million for the~~ ~~three~~ ~~and~~ ~~nine~~ ~~months ended~~ ~~September 30, 2021~~ ~~as well as for the~~ ~~three~~ ~~and~~ ~~nine~~ ~~months ended~~ ~~September 30, 2020.~~

~~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. Total interest of $0.8 million and $1.5 million was incurred during the~~ ~~three~~ ~~and~~ ~~nine~~ ~~months ended~~ ~~September 30, 2021,~~ respectively. Interest of $0.4 million and $0.8 million relating to our borrowings, and interest of $0.3 million and $0.6 million relating to certain of our finance leases, was capitalized for the ~~three~~ ~~and~~ ~~nine~~ ~~months ended~~ ~~September 30, 2021,~~ ~~respectively. Total interest of $0.5 million and $1.6 million was incurred and charged to expense during the~~ ~~three~~ ~~and~~ ~~nine~~ ~~months ended~~ ~~September 30, 2020,~~ ~~respectively.~~

~~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 Gevo 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~~ ~~September 30, 2021,~~ ~~two~~ ~~customers, Oil & Octane and KLM Commodities LLC ("KLM") comprised approximately 61% and 38%, or approximately 98% in total,~~Future maturities of the Company's ~~outstanding trade accounts receivable, respectively. As of~~ ~~December~~ ~~31,~~~~2020,~~ ~~HCS Group GmbH ("HCS") comprised approximately 79% of the Company's outstanding trade accounts receivable.~~

~~For the~~ ~~three~~ ~~months ended~~ ~~September 30, 2021,~~ ~~HCS, New Vision, LLC ("New Vision") and KLM accounted for approximately 66%, 17% and 11%, or approximately 94% in total, of the Company's consolidated revenue, respectively. For the~~ ~~three~~ ~~months ended~~ ~~September 30, 2020,~~ Coryton Advanced Fuels Ltd ("Coryton") and Total Petrochemicals & Refining USA, Inc. ("Total") accounted for approximately 52% and 39%, or approximately 91% in total, of the Company's consolidated revenue, respectively. For the ~~nine~~ ~~months ended~~ ~~September 30, 2021,~~ ~~HCS, New Vision and Titan Aviation Fuel ("Titan") accounted for approximately 57%, 26% and 10%, or approximately 93% in total, of the Company's consolidated revenue, respectively. For the~~ ~~nine~~ ~~months ended~~ ~~September 30, 2020,~~ Eco-Energy, LLC ("Eco-Energy"), Purina Animal Nutrition, LLV ("Purina") and HCS accounted for approximately 57%, 17% and 15%, or approximately 89% in total, of the Company's consolidated revenue, respectively.

~~Total, HCS, KLM, Coryton and Titan 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).

~~GEVO, INC.~~

~~Notes to Consolidated Financial Statements~~

~~(unaudited)~~

~~Financial Condition~~~~. The Company has incurred consolidated net losses since inception and had a significant accumulated deficit as of~~ ~~September 30, 2021.~~ ~~The Company’s cash and cash equivalents totaled $16.2 million, restricted cash totaled $120.0 million and~~ marketable securities ~~totaled $386.2~~are $207.0 million ~~as of~~ ~~September 30, 2021.~~ ~~Gevo expects to use its cash, cash equivalents, restricted cash~~in 2022 and marketable securities for the following purposes: (i) identification, development, acquisition and construction of new production facilities and to plan for expanded production to fulfill existing off-take agreements, including the Company's Net Zero Projects; (ii) investment$91.5 million in the Gevo NW Iowa RNG facility; (iii) development of the Luverne Facility; (iv) development, acquisition and operation of sustainable ethanol-to-SAF plants to produce SAF alone or with partners; (v) operating activities at the Company’s corporate headquarters in Colorado, including research and development work; (vi) exploration of strategic alternatives and additional financings, including project financing; and (vii) 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, the development, acquisition and construction of additional production facilities to support that Company’s offtake agreement, the achievement of a level of revenues adequate to support the Company’s cost structure, and the ability to raise capital to finance the development, acquisition and construction of additional productions facilities. 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 on acceptable terms, or at all. Management believes it has adequate cash to fund operations for at least ~~one~~ ~~year from the date the financial statements are issued.~~

2023.

2. ~~Earnings Per Share~~

~~Basic earnings (loss) per sha~~

re 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~~ ~~and~~ ~~nine~~ ~~months ended~~ ~~September~~ 6.~~30,~~~~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 Nine Months Ended September 30,

2021 2020

Warrants to purchase common stock - liability classified
7,126
52,032

Warrant to purchase common stock - equity classified
90,608 2,682,166
Conversion of 2020/21 Notes 0 5,789,209
Outstanding options to purchase common stock
4,670,279 1,552
Stock appreciation rights 67,739 67,739

Total
4,835,752 8,592,698

~~Table of Contents~~

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) other revenue, which primarily consists of rental income.

~~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 September 30, 2021

Major Goods/Service Line

Revenues from
Contracts with
Customers

Other Revenues

Total

Ethanol sales and related products, net $ 16 $ 0 $ 16
Hydrocarbon revenue
104 0 104
Other revenue 0 22 22

$ 120 $ 22 $ 142
Timing of Revenue Recognition

Goods transferred at a point in time
$ 120 $ (3 ) $ 117
Services transferred over time
0 25 25

$ 120 $ 22 $ 142

Three Months Ended September 30, 2020

Major Goods/Service Line

Revenues from
Contracts with
Customers

Other Revenues

Total

Ethanol sales and related products, net
$ 21 $ 0 $ 21
Hydrocarbon revenue
101 0 101
Other revenue 70 0 70

$ 192 $ 0 $ 192
Timing of Revenue Recognition

Goods transferred at a point in time
$ 122 $ 0 $ 122
Services transferred over time
70 0 70

$ 192 $ 0 $ 192

~~Table of Contents~~

~~GEVO, INC.~~

~~Notes to Consolidated Financial Statements~~

~~(unaudited)~~

Nine Months Ended September 30, 2021

Major Goods/Service Line

Revenues from
Contracts with
Customers

Other Revenues

Total

Ethanol sales and related products, net $ 16 $ 0 $ 16
Hydrocarbon revenue
463 0 463
Other revenue 0 178 178

$ 479 $ 178 $ 657
Timing of Revenue Recognition

Goods transferred at a point in time
$ 479 $ 0 $ 479
Services transferred over time
0 178 178

$ 479 $ 178 $ 657

Nine Months Ended September 30, 2020

Major Goods/Service Line

Revenues from
Contracts with
Customers

Other Revenues

Total

Ethanol sales and related products, net
$ 3,804 $ 0 $ 3,804
Hydrocarbon revenue
1,085 0 1,085
Other revenue 116 0 116

$ 5,005 $ 0 $ 5,005
Timing of Revenue Recognition

Goods transferred at a point in time
$ 4,889 $ 0 $ 4,889
Services transferred over time
116 0 116

$ 5,005 $ 0 $ 5,005

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

The Company is party to an operating lease contract for the Company’s office and research facility in Englewood, Colorado, that expires in January 2029. The lease ~~does~~ ~~not~~ ~~contain~~contains an option to extend the lease ~~that~~which management does not reasonably expect to exercise, so it is ~~reasonably certain to be exercised. All other operating leases qualified for~~not included in the ~~short-term scope exemption elected by~~length of the ~~Company.~~term. The Company ~~recognizes rent expense on its~~also has one production line piece of equipment with an operating lease ~~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.~~that expires in 2024. As of ~~September 30, 2021,~~ March 31, 2022, right-of-use assets under operating leases totaling ~~$1.6~~$2.2 million are included in "Operating right-of use assets," and related lease liabilities totaling ~~$1.7~~$2.3 million ($0.4 million in current and $1.8 million in long-term) are included ~~in "Operating lease liabilities (long-term)”~~ in the Consolidated Balance Sheets.

The Company also has ~~four~~4 finance leases for land under arrangements related to ~~Gevo~~NW Iowa RNG. Under these contracts, the Company leases land from dairy farmers on which it ~~is building~~ ~~three~~has built 3 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~~3 digester sites to a central gas upgrade system located at the fourth site that will upgrade the biogas to pipeline quality ~~natural gas~~RNG for sale. These leases expire at various dates between 2031 and ~~2050.~~ ~~Certain leases provide~~2050. Since 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 electedadopted 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~~non-lease services are classified as lease payments and are 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. The Company also has one office equipment finance lease, which expires in 2025. As of ~~September 30, 2021,~~ March 31, 2022, right-of-use assets under finance leases totaling ~~$27.7~~$26.9 million are included in "Finance right-of-use assets," and related lease liabilities totaling ~~$22.3~~$21.4 million ($4.0 million in current and $17.4 million in long-term) are included in the Consolidated Balance ~~Sheets as follows: $2.7 million of lease liabilities included in "Finance lease liabilities (current) and $19.6 million included in "Finance lease liabilities (long-term)".~~

~~The Company leased its grain bins in Luverne, Minnesota in~~ ~~October 2020~~ ~~through a short-term operating lease agreement which expired in~~ ~~July 2021.~~ ~~Rental income for the~~ ~~three~~ ~~and~~ ~~nine~~ ~~months ended~~ ~~September 30, 2021~~ ~~totaled $0 and $0.2 million, respectively.~~

Sheets.

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Table of Contents

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~~(in thousands):

Three Months Ended September 30,

2021

2020

Lease Cost

Finance lease cost:
Amortization of right-of-use assets (1) $ 464 $ 0
Interest on lease liabilities (2) 297 1
Operating lease cost
64 11
Short-Term lease cost
377 376
Variable lease cost (3)
94 36

Total lease cost
$ 1,296 $ 424

Nine Months Ended September 30,

2021

2020

Lease Cost

Finance lease cost:
Amortization of right-of use assets (1) $ 930 $ 1
Interest on lease liabilities (2) 627 2
Operating lease cost
192 545
Short-Term lease cost
1,003 556
Variable lease cost (3)
164 108

Total lease cost
$ 2,916 $ 1,212


	Three Months Ended March 31,
	2022		2021
Lease Cost
Finance lease cost:
Amortization of right-of-use assets (1)	$	464	$	—
Interest on lease liabilities (1)	262		11
Operating lease cost	139		61
Short-term lease cost	379		132
Variable lease cost (2)	115		39

Total lease cost	$	1,359	$	243

(1)	~~Amortization of right-of-use assets of $0.4 million and $0.9 million were capitalized as part of construction in progress during the~~ ~~three~~ ~~and~~ ~~nine~~ ~~months ended~~ ~~September 30, 2021,~~ ~~respectively, and included in "Property, plant and equipment, net" in the Consolidated Balance Sheets as the related Gevo RNG facilities are still under construction.~~
(2)		~~Interest on lease liabilities of $0.3 million and $0.6 million were capitalized as part of construction in progress during the~~ ~~three~~ ~~and~~ ~~nine~~ ~~months ended~~ ~~September 30, 2021,~~ ~~respectively, and included in "Property, plant and equipment, net" in the Consolidated Balance Sheets as the related Gevo RNG facilities are still under construction.~~
(3)		~~Represents amounts incurred in excess of minimum payments~~, including payments for common area expenses under our office and research facility lease, and additional amounts due under our Gevo RNG leases based on the number of cows maintained by the owners of the respective facilities.

Nine Months Ended September 30,
2021 2020
Other Information

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

Operating cash flows from finance leases $ 627 $ 2
Operating cash flows from operating leases
192 545
Finance cash flows from finance leases 5,975 1
Right-of-use asset obtained in exchange for new finance lease liabilities 28,416 13
Right-of-use asset obtained in exchange for new operating lease liabilities 1,611 0
Weighted-average remaining lease term, finance lease (months) 225 53
Weighted-average remaining lease term, operating leases (months)
88 10
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.

(1)$0.6 million and $0.4 million of amortization and interest expense for the three months ended March 31, 2022 and 2021, respectively, were capitalized as part of construction in progress, for related finance lease liabilities of $23.0 million and $0.6 million, respectively. The accumulated capitalized amounts of $3.0 million are included in "Property, plant and equipment, net" in the Consolidated Balance Sheets as the related NW Iowa RNG facilities were still under construction on March 31, 2022. Since these leases include approximately 75% fuel supplies, when the RNG facilities reach 60% production (expected in the second or third quarter of 2022), these capitalized amounts will be moved to inventory, and as units are sold they will be expensed through cost of goods sold.

(2)Represents amounts incurred in excess of minimum payments, including payments for common area expenses under our office and research facility lease, and additional amounts due under our NW Iowa RNG leases based on the number of cows maintained by the owners above the minimum required by the contracts of the respective facilities.


	Three Months Ended March 31,
	2022		2021
Other Information
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from finance leases	$	16	$	6
Operating cash flows from operating leases	$	456	$	61
Finance cash flows from finance leases	$	34	$	7
Right-of-use asset obtained in exchange for new finance lease liabilities	$	—	$	—
Right-of-use asset obtained in exchange for new operating lease liabilities	$	—	$	1,562
Weighted-average remaining lease term, finance lease (months)	215		221
Weighted-average remaining lease term, operating leases (months)	71		94
Weighted-average discount rate - finance leases (1)	5%		13%
Weighted-average discount rate - operating leases (1)	5%		5%

(1)The discount rate used for operating and finance leases is based on the Company's implicit borrowing rate ("IBR"). The Company estimated the IBR based on collateralized borrowings for similar terms and payments.

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Table of Contents

GEVO, INC.

Notes to Consolidated Financial Statements

(unaudited)

The table below shows the future minimum payments under non-cancelable financing and operating leases at ~~September 30, 2021~~March 31, 2022 (in thousands):

Year Ending December 31,

Operating Leases

Finance Leases

2021 (remaining)
$
(241
) $
1,950

2022
265 3,800
2023 297 1,708
2024 305 1,725
2025 315 1,738
2026 and thereafter 1,030 21,636
Total
1,971
32,557

Less: Amounts representing present value discounts
(374 )
(10,232
)

Total lease liabilities 1,597 22,325
Less: current portion 135 (2,727 )
Long-term portion $ 1,732 $ 19,598

Year ending December 31,
Operating Leases
Finance Leases
2022 (remaining) $ 447 $ 2,204
2023 528 1,713
2024 305 1,729
2025 315 1,743
2026 324 1,781
2027 and thereafter 706 22,130
Total 2,625 31,300
Less: Amounts representing present value discounts 371 9,868
Total lease liabilities 2,254 21,432
Less: current portion 416 4,029
Long-term portion $ 1,838 $ 17,403

7.Inventories

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

September 30,

December 31,

2021

2020

Raw materials

Corn $ 237 $ 0
Enzymes and other inputs
171 133
Nutrients 1
1

Palladium 267 235
Work in process 55 5
Finished goods

Isobutanol 36 0
SAF, Isooctane and Isooctene 211 756
Spare parts
1,363 1,361

Total inventories
$ 2,341 $ 2,491


	March 31, 2022		December 31, 2021
Raw materials
Corn	$	223	$	301
Enzymes and other inputs	108		183
Nutrients	2		3
Palladium	203		265
Finished goods
SAF, Isooctane and Isooctene	501		335
Isobutanol	181		223
Ethanol	82		96
Work in process
Agri-Energy	84		83
Gevo	51		—
Spare parts	1,300		1,262

Total inventories	$	2,735	$	2,751

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

During the three ~~months and~~ ~~nine~~ months ended ~~September 30, 2021,~~ March 31, 2022, the Company adjusted its finished goods and work in process inventory to net realizable value and recorded ~~an expense for lower~~a $2.9 million loss in cost of ~~cost or market of $1.2 million and $2.0 million, respectively. During~~goods sold. There were no net realizable losses recorded during the three ~~months and~~ ~~nine~~ months ended ~~September 30, 2020,~~ ~~the company recorded an expense for lower of cost or market of $0.4 million and $0.4 million, respectively,~~March 31, 2021, as ~~a result of restarted production of isobutanol at~~ the Luverne ~~Facility.~~

Facility was temporarily shut down due to the COVID-19 pandemic.

1813

Table of Contents

GEVO, INC.

Notes to Consolidated Financial Statements

(unaudited)

6.8.Property, Plant and Equipment

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

Useful Life

September 30,

December 31,

(in years)

2021

2020

Luverne retrofit asset 20 $
70,820
$ 70,820
Plant machinery and equipment
10 17,949 17,374
Site improvements
10 7,157 7,157
Lab equipment, furniture and fixtures and vehicles
5 6,935 6,396
Demonstration plant
2 3,597 3,597
Buildings

10
2,543 2,543
Leasehold improvements, pilot plant, land and support equipment
2 to 7 2,523 2,523
Computer, office equipment and software 3 to 6 2,240 1,983
Construction in progress — 51,033 13,132

Total property, plant and equipment

164,797
125,525
Less accumulated depreciation and amortization
(62,634 ) (59,117 )

Property, plant and equipment, net
$ 102,163 $ 66,408

~~Construction in progress includes $0.6 million for Gevo, $8.4 million for Agri-Energy, $36.0 million for Renewable Natural Gas and $6.0 for Net-Zero at~~ ~~September 30, 2021.~~ ~~Construction in progress includes $8.6 million for Agri-Energy and $4.5 million for Renewable Natural Gas (none~~ ~~for Gevo and Net-Zero) at~~ ~~December 31, 2020.~~ ~~Construction in progress is~~ ~~not~~ ~~subject to depreciation until the assets are placed into service.~~


	Useful Life (in years)			March 31, 2022		December 31, 2021

Luverne Facility retrofit asset	20			$	70,820	$	70,820
Plant machinery and equipment	10			17,949		17,949
Site improvements	10			7,157		7,157
Lab equipment, furniture and fixtures and vehicles	5			6,813		6,811
Demonstration plant	2			3,597		3,597
Buildings	10			2,543		2,543
Leasehold improvements, pilot plant, land and support equipment	2	to	7	2,841		2,802
Computer, office equipment and software	3	to	6	2,338		2,332
Construction in progress	—			107,848		88,989

Total property, plant and equipment				221,906		203,000
Less accumulated depreciation and amortization				(65,010)		(63,859)

Property, plant and equipment, net				$	156,896	$	139,141

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

Three Months Ended September 30,

2021

2020

Cost of goods sold
$ 1,098 $ 1,418
Operating expenses
96 52

Total depreciation and amortization
$ 1,194 $ 1,470

Nine Months Ended September 30,

2021

2020

Cost of goods sold
$ 3,358 $ 4,580
Operating expenses
198 158

Total depreciation and amortization
$ 3,556 $ 4,738


	Three Months Ended March 31,
	2022		2021

Depreciation:
Cost of goods sold	$	1,086	$	1,088
Operating expenses	65		56
Patent amortization:
Cost of goods sold	5		5
Operating expenses	286		—

Total depreciation and amortization	$	1,442	$	1,149

19Construction in progress includes $0.6 million for Gevo, $13.1 million for Agri-Energy, $67.4 million for NW Iowa RNG and $26.8 million for the Net-Zero 1 Project at March 31, 2022. Construction in progress includes $0.4 million for Gevo, $9.1 million for Agri-Energy, $56.9 million for NW Iowa RNG and $22.5 million for Net-Zero 1 Project at December 31, 2021. Construction in progress is not subject to depreciation until the assets are placed into service.

Borrowing costs. Borrowing costs directly attributable to acquisition and construction of an asset are capitalized until it is completed and ready for its intended use, and thereafter are recognized in profit or loss for the current period. The Company capitalized $0.5 million and nil of interest expense for the three months endedMarch 31, 2022, and March 31, 2021, respectively.

9.Intangible Assets

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

Table of Contents

GEVO, INC.

Notes to Consolidated Financial Statements

(unaudited)

7. ~~Embedded Derivatives Liabilities~~

~~Derivative Warrant Liability~~

~~There were~~ no ~~warrants sold~~The following table sets forth the Company’s identifiable intangible assets by classification (in thousands):


	March 31, 2022
	Gross Carrying Amount		Accumulated Amortization		Identifiable Intangible Assets, Net		Weighted-Average Useful Life (Years)
Finite-lived intangible assets:
Patents	$	4,580	$	(516)	$	4,064	7.3
Defensive assets	4,900		(308)		4,592		8.4

Identifiable intangible assets	$	9,480	$	(824)	$	8,656	7.9


	December 31, 2021
	Gross Carrying Amount		Accumulated Amortization		Identifiable Intangible Assets, Net		Weighted-Average Useful Life (Years)
Finite-lived intangible assets:
Patents	$	4,575	$	(368)	$	4,207	7.3
Defensive assets	4,895		(164)		4,731		8.4
Identifiable intangible assets	$	9,470	$	(532)	$	8,938	7.9

The following table details the ~~Company during~~estimated amortization of identifiable intangible assets as ofMarch 31, 2022 (in thousands):


Year ending December 31,	Patents		Defensive Assets		Total
2022 (remaining)	$	452	$	442	$	894
2023	599		586		1,185
2024	601		588		1,189
2025	599		586		1,185
2026	585		586		1,171
2027 and thereafter	1,228		1,804		3,032
Total	$	4,064	$	4,592	$	8,656

See Note 8 for the ~~nine~~amortization of intangible assets for the three months ended~~September 30, 2021.~~ March 31, 2022and March 31, 2021.

10.Warrants

On ~~September 13, 2021,~~ February 17, 2022, the Series IK warrants ~~expired.~~

expired with 7,126 unexercised warrants.

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

Issuance
Date

Expiration
Date

Exercise
Price as of
September 30, 2021

Shares
Underlying
Warrants on
Issuance Date

Shares Issued
upon Warrant
Exercises as of
September 30, 2021

Shares
Underlying
Warrants
Outstanding as of
September 30, 2021

Series K Warrants

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 29,909,392 90,608

30,315,986 30,218,252 97,734

(1)warrants:

Issuance Date

Expiration Date

Exercise Price as of March 31, 2022

Shares Underlying Warrants on Issuance Date

Shares Issued upon Warrant Exercises as of March 31, 2022

Shares Underlying Warrants Outstanding as of March 31, 2022

Series 2020-A Warrants (1)

7/6/2020

7/6/2025

0.60

30,000,000

29,914,069

85,931

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

Table of Contents

GEVO, INC.

Notes to Consolidated Financial Statements

(unaudited)

During the ~~nine~~three months ended ~~September 30, 2021,~~ March 31, 2022, common stock was issued as a result of the exercise of warrants as shown below (dollars in thousands):

Common Stock Issued

Proceeds

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

1,866,758 $ 1,121

~~Table of Contents~~

~~GEVO, INC.~~


	Common Stock Issued	Proceeds
Series 2020-A Warrants	4,677	$	3

~~Notes to Consolidated Financial Statements~~

~~(unaudited)~~

8.11.Accounts Payable and Accrued Liabilities

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

September 30,

December 31,

2021

2020

Accounts payable - trade
$ 10,876 $ 897
RNG accrued project costs 4,396 0
Accrued employee compensation 4,286 1,960
Net-Zero 1 accrued project costs 2,914 0
Other accrued liabilities
2,110 1,086

Total accounts payable and accrued liabilities
$ 24,582 $ 3,943


	March 31, 2022		December 31, 2021

Accounts payable - trade	$	1,399	$	4,868
NW Iowa RNG accrued project costs	2,902		11,000
Accrued employee compensation	3,294		4,678
Net-Zero 1 accrued project costs	2,778		5,010
Other accrued liabilities	3,037		2,732

Total accounts payable and accrued liabilities	$	13,410	$	28,288

12.Debt

~~Table of Contents~~

~~GEVO, INC.~~

~~Notes to Consolidated Financial Statements~~

~~(unaudited)~~

9. ~~Debt~~

2021 Bond Issuance

On April 15, 2021, on behalf of Gevo NW Iowa RNG, LLC, the Iowa Finance Authority ("the "Authority") issued $68,155,000 of its non-recourse Solid Waste Facility Revenue Bonds (Gevo NW Iowa RNG, LLC Renewable Natural Gas Project), Series 2021 ~~Bonds~~ (Green Bonds) (the "2021 Bonds") for NW Iowa RNG. The bond proceeds are being used as a source of construction financing alongside equity from the Company. The bonds were issued ~~totaling $68,155,000.~~under a Trust Indenture dated as of April 1, 2021 (the "Indenture") between the Authority and Citibank, N.A. as trustee (the "Trustee"). The 2021 Bonds mature April 1, 2042. They 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.~~year. The ~~2021~~ ~~Bonds~~bonds are ~~callable on or after~~ ~~October 1, 2022,~~ ~~are remarketable, and are also subject to mandatory tender for purchase pursuant to the terms~~supported by a $71.2 million irrevocable direct pay letter of ~~the Indenture (as defined below).~~

~~The~~ ~~2021~~ ~~Bonds were issued under a Trust Indenture, dated as~~credit (the "Letter of ~~April 1, 2021 (~~~~the “Indenture”~~Credit"), ~~between the Authority~~which expires April 4, 2024 (unless terminated earlier), and was issued by 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~~draw sufficient amounts 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~~interest until the first mandatory tender date of April 1, 2024. The bonds are callable and re-marketable on or after October 1, 2022. If the ~~2021~~ ~~Bonds~~bonds have not been called and ~~up to~~ ~~203~~ ~~days’ interest~~re-marketed by the first mandatory tender date the Trustee may draw on the ~~2021~~ ~~Bonds. Pursuant~~Letter of Credit to repay the ~~terms of~~bonds in their entirety at the ~~Reimbursement Agreement,~~purchase price. Gevo ~~is obligated~~deposited $71.2 million with Citibank, N.A. as restricted cash to ~~reimburse the Credit Facility Provider for~~secure any amounts drawn under the Letter of Credit. ~~It is expected that payments~~As 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~~March 31, 2022, no amounts have been drawn under 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~~re-marketing the 2021 Bonds in the fall of 2022 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~~associated reimbursement agreement and the associated pledge of cash will be ~~terminated.~~

terminated, with a concurrent release of the restricted cash securing the Letter of Credit.

The 2021 Bonds were issued at a premium of $0.8 million, and debt issuance costs were $3.0 million. The bond debt is classified as long-term debt and is presentednet of the premium and issuance costs, which are being amortized over the life of the bonds using the interest method. As of March 31, 2022, the premium balance, and debt issuance cost net of amortization were $0.6 million and $2.1 million, respectively.

Restricted cash and cash equivalents. The Company’s restricted cash and restricted cash equivalents consists of unused proceeds from the issuance of the 2021 Bonds, and are restricted for the purpose of constructing NW Iowa RNG projects as well as amounts pledged and assigned to Citibank, N.A. in its capacity as provider of the Letter of Credit as collateral for the reimbursement obligations of Gevo.

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GEVO, INC.
Notes to Consolidated Financial Statements
(unaudited)
The proceeds from issuance of the 2021 Bonds are maintained by the Trustee under the Indenture and are released to the Company only to pay costs of the construction of NW Iowa RNG. The Company has used $53.0 million for the project. As of March 31, 2022, unused bond proceeds of $15.2 million are included in restricted cash classified as current since the proceeds will be distributed within 12 months. We expect all construction invoices will be received and paid, and the remaining unused bond proceeds will be released to reimburse Gevo by the end of the second quarter of 2022.

As ofMarch 31, 2022, $71.2 million is held in restricted cash as collateral for the Letter of Credit. The Company is entitled to receive interest income on the restricted cash.

The restricted cash held by the Trustee is made up of the following (in thousands). Numbers are stated since inception and as of March 31, 2022:

March 31, 2022
Bond proceeds $ 68,995
Disbursement of funds (53,085)
Interest paid on bonds (727)
Interest income 11
Total restricted cash held by Trustee 15,194
Total restricted cash for collateral 71,260
Total restricted cash and restricted cash equivalents 86,454
Current portion (16,216)
Total restricted cash held by Trustee $ 70,238

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").

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 Loan for Agri-Energy totals ~~$0.4~~$0.3 million, bears interest at 1.0% and matures in April 2025. Monthly payments of ~~$8,000,~~$8,230, including interest, began on June 5, 2021, and are payable through April 2025.

~~Table of Contents~~

~~GEVO, INC.~~

~~Notes to Consolidated Financial Statements~~

~~(unaudited)~~

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

Interest Rate
Maturity Date September 30, 2021 December 31, 2020

2021 Bonds 1.5% January 2042 $ 66,303 $ 0
SBA Loans 1.0% April 2025 344 1,006
Equipment 4% to 5% February 2022 to December 2024 178 248

Total loans payable - other 66,825 1,254
Less current portion (165 ) (807 )

Long-term portion $ 66,660 $ 447


	Interest Rate			Maturity Date			March 31, 2022		December 31, 2021

2021 Bonds	1.5%			January 2042			$	66,669	$	66,486
SBA Loans	1.0%			April 2025			296		320
Equipment	4%	to	5%	February 2022	to	December 2024	70		156

Total loans payable - other							67,035		66,962
Less current portion							(89)		(158)

Long-term portion							$	66,946	$	66,804

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GEVO, INC.

Notes to Consolidated Financial Statements

(unaudited)

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

Year Ending December 31,

2021 (remaining) $ 44
2022 161
2023 159
2024 66,432
2025 29

$ 66,825

~~Included~~


Year Ending December 31,

2022 (remaining)	$	48
2023	159
2024	66,799
2025	29
2026	—

	$	67,035

13.Deposits and Other Assets

Deposits and other assets include the following:


	March 31, 2022		December 31, 2021

Deposits (1)	$	881	$	831
Investment in Juhl (2)	1,500		1,500
Exclusivity fees (3)	3,250		—

Total Deposits and Other Assets	$	5,631	$	2,331

(1) Deposits for legal services and for product for Net-Zero 1.

(2) Investment in Juhl's future wind farms.

(3) Axens North America, Inc. ("Axens") will provide certain alcohol-to-SAF services exclusively to the ~~2021~~ ~~Bonds above is Bond Premium of $0.7 million and Debt Issuance Costs of $2.6 million in the principal portion. During the~~ ~~three~~ ~~and~~ ~~nine~~ ~~months ended~~ ~~September 30, 2021,~~ Bond Premium amortization was $0.1 million and $0.1 million, respectively, and Debt Issuance Cost amortization was $0.3 million and $0.5 million, respectively, based on the effective interest method and was included in "Interest expense" in the Consolidated Statements of Operations.

Company which may be offset against future license fees.

14.Stock-Based Compensation

~~Table of Contents~~

~~GEVO, INC.~~

~~Notes to Consolidated Financial Statements~~

~~(unaudited)~~

10. Equity ~~Incentive Plans~~

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

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 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 ~~22,980,074 shares.~~

22,980,074. At March 31, 2022, 7,717,026 shares remained available for awards under the 2010 Plan.

Restricted common stock and non-qualified stock option activity during the ~~nine~~three months ended ~~September 30, 2021~~ March 31, 2022,consisted of the following:

Period

Total Number of Restricted Shares Issued

Total Number of Non-qualified Stock Options Granted

Vesting Periods Years

January 1, 2021 to March 31, 2021

(121,499
)
(1)
—
N/A

April 1, 2021 to June 30, 2021

(89,673
)
(2)(3)
—

0
to
4
July 1, 2021 to September 30, 2021

3,915,502

(2)(4)(6)
4,668,727
(5)(7)
2
to
3

Total

3,704,330

4,668,727

(1)


Period	Total Number of Restricted Shares Issued		Total Number of Non-qualified Stock Options Granted	Vesting Periods Years

January 1, 2022 to March 31, 2022	(340,502)	(1)	—	N/A



Total	(340,502)		—

(1)Includes ~~shares of common stock cancelled related to the unvested restricted stock awards of a director and an employee who resigned.~~

(2)

~~Includes shares withheld from employees to cover tax withholding obligations upon the vesting of restricted stock awards.~~

(3)

~~Includes restricted stock awards granted to employees~~ ~~April 7, 2021,~~ ~~May 3, 2021,~~ ~~and~~ ~~June 7, 2021.~~

(4)

~~Includes restricted stock awards granted to employees and directors on~~ ~~August 20, 2021.~~

(5)

~~Includes non-qualified stock options granted to employees and directors on~~ ~~August 20, 2021.~~

(6)

~~Includes shares of common stock cancelled related to the unvested restricted stock awards of certain employees.~~

(7)

~~Includes non-qualified stock options cancelled related to the unvested option awards granted to an employee.~~

At ~~September 30, 2021,~~ ~~8,857,302~~ shares ~~remained available for awards under~~of common stock cancelled related to the ~~2010~~ ~~Plan.~~

~~Employee Stock Purchase Plan~~~~. In~~ ~~February 2011,~~ ~~the Company’s stockholders approved the Employee Stock Purchase Plan (the "ESPP")~~unvested restricted stock awards.

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 ~~September 30, 2021~~ March 31, 2022, are available for future issuance. The purchase price of the common stock under the ESPP is 85% of

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GEVO, INC.

Notes to Consolidated Financial Statements

(unaudited)

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 0no purchases of common stock under the ESPP during the ~~nine~~three months ended ~~September 30,~~March 31, 2022or 2021or ~~2020.~~

~~Table of Contents~~

~~GEVO, INC.~~

~~Notes to Consolidated Financial Statements~~

~~(unaudited)~~

~~11.~~ ~~Stock-Based Compensation~~

~~Stock-Based Compensation Expense~~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.

Our stock-based compensation is classified as either an equity award or a liability award in accordance with generally accepted accounting principles. The fair value of an equity-classified award is determined at the grant date and is amortized on a straight-line basis over the vesting life of the award. The fair-value of a liability-classified award is determined on a quarterly basis through the final vesting date and is amortized based on the current fair value of the award and the percentage of vesting period incurred to date.

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

Three Months Ended September 30,
Nine Months Ended September 30,
2021 2020 2021 2020
Equity Classified Awards

Stock options
Research and development $ 188 $ 0 $ 188 $ 0
Selling, general and administrative 598 0 598 0

Restricted stock

Research and development
273 142 519 353
Selling, general and administrative 821 500 1,995 1,122

Total equity classified awards
1,880 642 3,300 1,475

Liability Classified Awards

Restricted stock
Selling, general and administrative 2,368 — 2,368 —

Stock appreciation rights
Research and development (40 ) 16 149 (61 )
Selling, general and administrative
(2 ) 16 6 (67 )

Total liability classified awards
2,326 32 2,523 (128 )

Total stock-based compensation
$ 4,206 $ 674 $ 5,823 $ 1,347

indicated (in thousands):

Three Months Ended March 31,
2022 2021
Equity Classified Awards
Stock options
Cost of goods sold $ 85 $ —
Research and development 51 —
Selling, general and administrative 1,444 —
Preliminary stage projects 5 0
Other 94 0
Restricted stock
Cost of goods sold 108 —
Research and development 58 125
Selling, general and administrative 2,050 437
Preliminary stage projects 11 0
Other 138 0
Total equity classified awards 4,044 562
Liability Classified Awards
Restricted stock
Selling, general and administrative 193 —
Stock appreciation rights
Research and development — 348
Selling, general and administrative 21 15
Total liability classified awards 214 363
Total stock-based compensation $ 4,258 $ 925

Table of Contents
GEVO, INC.
Notes to Consolidated Financial Statements
(unaudited)

Stock ~~Option Award Activity~~option award activity. Stock option activity under the Company’s stock incentive plans at ~~September~~ ~~30,~~~~2021~~and changes during the ~~nine~~three months ended ~~September 30, 2021~~ March 31, 2022,were as follows:

Weighted-

Average

Weighted-

Remaining

Average

Contractual

Aggregate

Number of

Exercise

Term

Intrinsic

Options

Price (1)

(years)

Value

Options outstanding at December 31, 2020

1,552

$
556.13

5.6

$
—

Granted

4,670,324

$
4.98

Canceled or forfeited

(1,597
)

$
130.67

Exercised

0

$
0

Options outstanding at September 30, 2021

4,670,279

$
5.12

9.9

$
7,750,148

Options exercisable at September 30, 2021

1,515

$
431.34 4.9

$
0

Options vested and expected to vest at September 30, 2021

4,435,359

$
5.12 9.9

$
7,360,181

(1)


	Number of Options	Weighted-Average Exercise Price (1)		Weighted-Average Remaining Contractual Term (years)	Aggregate Intrinsic Value

Options outstanding at December 31, 2021	4,739,940	$	5.14	9.6	$	—
Granted	—	0
Canceled or forfeited	(174,187)	$	5.63
Exercised	—	0

Options outstanding at March 31, 2022	4,565,753	$	5.12	9.4	$	—

Options exercisable at March 31, 2022	1,520	$	427.69	4.4	$	—

(1) Exercise price of options outstanding range from ~~$4.98~~$4 to ~~$56,460~~$99,300 as of ~~September 30, 2021.~~

~~Table of Contents~~

~~GEVO, INC.~~

~~Notes to Consolidated Financial Statements~~

~~(unaudited)~~

March 31, 2022. The following table shows the number of stock options granted under the Company’s stock incentive plans and the assumptions used to determine the fair value of those options using a Black-Scholes option-pricing model during the ~~nine~~ ~~months ended~~ ~~September 30, 2021:~~

Period Ended

Total Stock Options Granted

Weighted-Average Exercise Price

Weighted-Average Expected Term

Weighted Average Volatility

Weighted-Average Risk-Free Interest Rate

Expected Dividends

Weighted-Average Grant Date Fair Value
September 30, 2021

4,670,324

$
4.98

5.75 years

144%

0.87%

$
0

$
4.57

~~NaN stock options were granted under the Company's stock incentive plans during the~~ ~~nine~~ ~~months ended~~ ~~September 30, 2020.~~

~~During the~~ ~~three~~ ~~and~~ ~~nine~~ ~~months ended~~ ~~September 30, 2021,~~ ~~the Company included stock-based compensation costs~~higher range is related to historical stock option awards of $0.2 million in "Research and development expense" and $0.6 million in "Selling, general and administrative expense" in the Consolidated Statements of Operations, respectively. The Company did reverse splits.

~~not~~
~~recognize any stock-based compensation expenses related to stock option awards during the~~ ~~three~~ ~~and~~ ~~nine~~ ~~months ended~~ ~~September 30, 2020.~~

No stock options vested during the ~~nine~~three months ended ~~September 30, 2021.~~ March 31, 2022. As of ~~September 30, 2021,~~ March 31, 2022, the total unrecognized compensation expense, net of estimated forfeitures, relating to stock options was ~~$18.7~~$16.6 million, which is expected to be recognized over the remaining weighted-average period of approximately 3.6 years.

Restricted stock. Non-vested restricted stock awards and the changes during the three months ended March 31, 2022, were as follows:


	Number of Shares	Weighted-Average Grant-Date Fair Value

Outstanding at December 31, 2021	7,094,785	$	3.93
Granted	—	$	—
Exercised	(165,870)	$	1.09
Canceled or forfeited	(174,268)	$	4.53
Vested	(364)	$	2.30

Non-vested at March 31, 2022	6,754,283	$	4.01

The total fair value of restricted stock that vested during the three months ended March 31, 2022,was nil. As of March 31, 2022, the total unrecognized compensation expense, net of estimated forfeitures, relating to restricted stock awards was $19.4 million, which is expected to be recognized over the remaining weighted-average period of approximately 2.9 years.

~~Restricted Stock~~~~. Non-vested restricted stock awards at~~ ~~September 30, 2021~~ ~~and changes during the~~ ~~nine~~ ~~months ended~~ ~~September 30, 2021~~ ~~were as follows:~~

Weighted-

Average

Number of

Grant-Date

Shares

Fair Value

Non-vested at December 31, 2020

4,701,556

$
0.79
Granted

4,807,378

$
5.08

Vested

(2,585,547 )

$
0.99
Canceled or forfeited

(129,149 )

$
0.84

Non-vested at September 30, 2021

6,794,238

$
3.75

~~The total fair value of restricted stock that vested during the~~ ~~nine~~ ~~months ended~~ ~~September 30, 2021~~ ~~was~~ ~~$2.6million.~~ As of ~~September 30, 2021,~~ the total unrecognized compensation expense, net of estimated forfeitures, relating to restricted stock awards was $24.8 million, which is expected to be recognized over the remaining weighted-average period of approximately 2.7 years. As of ~~September 30, 2021,~~ March 31, 2022, we had recorded a liability of ~~$0.9~~$1.0 million for earned and unvested liability-classified restricted stock awards based on the fair value of our common stock as of ~~September 30, 2021.~~

March 31, 2022.

~~12.~~

15.Income Taxes

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

16.Commitments and Contingencies

Legal ~~Matters~~matters. From time to time, the Company has been, andmay 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

Table of Contents

GEVO, INC.

Notes to Consolidated Financial Statements

(unaudited)

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 itmay be required to make payments in relation to certain transactions. As of ~~September 30, 2021,~~ March 31, 2022, 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 second 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 thatmay enable it to recover a portion of any future amounts paid. The Company accrues for losses for any known contingent liability, including those thatmay arise from indemnification provisions, when future payment is probable. No such losses have been recorded to date.

Environmental ~~Liabilities~~liabilities. The Company’s operations are subject to environmental laws and regulations adopted by various governmental authorities in the jurisdictions in which it operates. These laws require the Company to investigate and remediate the effects of the release or disposal of materials at its locations. Accordingly, the Company has adopted policies, practices and procedures in the areas of pollution control, occupational health and the production, handling, storage and use of hazardous materials to prevent material environmental or other damage, and to limit the financial liability which could result from such events. Environmental liabilities are recorded when the Company’s liability is probable, and the costs can be reasonably estimated. No environmental liabilities have been recorded as of ~~September 30, 2021.~~

March 31, 2022.

~~Table~~In February 2022, an incident occurred at one of ~~Contents~~

~~GEVO, INC.~~

~~Notes~~the anaerobic digesters that is part of NW Iowa RNG that resulted in the accidental discharge of a mixture of water and manure into the environment. We promptly notified the Iowa Department of Natural Resources (the "DNR") and began mitigation work to ~~Consolidated Financial Statements~~

~~(unaudited)~~

minimize the impact of the discharge. The DNR has issued a notice of violation in connection with the discharge.

~~13.~~

In April 2022, two separate incidents occurred at two of the anaerobic digesters that are part of NW Iowa RNG that resulted in the accidental discharge of very small amounts of water and manure into the environment. The DNR has issued notices of violation in connection with the two discharges.

There is a possibility that the DNR will initiate an enforcement action with respect to the discharges described above that could result in a monetary sanction being levied against Gevo for the accidental discharges. We do not believe that any such monetary sanctions would be material to the Company.

17.Fair Value Measurements

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

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

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

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

Table of Contents

GEVO, INC.

Notes to Consolidated Financial Statements

(unaudited)

The carrying value and fair value, by fair value hierarchy, of the Company's financial instruments at ~~September 30, 2021~~ March 31, 2022, and December 31, ~~2020,~~ 2021, respectively, are as follows (in thousands):

Fair Value Measurements at September 30, 2021
(In thousands)

Fair Value at
September 30,
2021

Quoted Prices in
Active Markets for
Identical Assets
(Level 1)

Significant Other
Observable Inputs
(Level 2)

Significant
Unobservable
Inputs
(Level 3)

Recurring
Marketable securities
U.S. Treasury notes $ 266,892 $ 266,892 $ 0 $ 0
U.S. Government-sponsored enterprise securities 119,347 119,347 0 0

Other
Liability-classified restricted stock awards (904 ) (904 ) 0 0
Derivative warrant liability (35 ) 0 0 (35 )
Total $ 385,300 $ 385,335 $ 0 $ (35 )

Nonrecurring

Corn and palladium
$
504
$ 504 $ 0 $ 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 $ 0 $ 0 $ 31

Nonrecurring

Corn and palladium and finished goods inventory
$ 866 $ 235 $ 631 $ 0

~~Table of Contents~~


			Fair Value Measurements at March 31, 2022
	Fair Value at March 31, 2022		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Recurring
Marketable securities
U.S. Treasury notes	$	199,106	$	199,106	$	—	$	—
U.S. Government-sponsored enterprise securities	99,431		99,431		—		—

Other
Liability-classified restricted stock awards	894		894		—		—

Total recurring	$	299,431	$	299,431	$	—	$	—


			Fair Value Measurements at December 31, 2021
	Fair Value at December 31, 2021		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Recurring
Marketable securities
U.S. Treasury notes	$	225,792	$	225,792	$	—	$	—
U.S. Government-sponsored enterprise securities	113,944		113,944		—		—

Other
Liability-classified restricted stock awards	702		702		—		—

Total recurring	$	340,438	$	340,438	$	—	$	—

~~GEVO, INC.~~

~~Notes to Consolidated Financial Statements~~

~~(unaudited)~~

~~The following table provides changes to those fair value measurements using Level~~ 3 ~~inputs for the~~ ~~nine~~ ~~months ende~~

d ~~September 30~~, ~~2021~~ ~~(in thousands):~~

Fair Value Measurements Using Significant Unobservable Inputs
(Level 3)

Derivative Warrant Liability

Balance, December 31, 2020
$ 31

Total loss included in earnings
4

Balance, September 30, 2021 $ 35

There were no transfers to or from Level 3 in the ~~nine~~three months ended ~~September 30~~March 31, 2022.

, ~~2021~~
.

The Company's investment in marketable securities and liability-classified restricted stock awards are 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.

~~During the~~ ~~nine~~ ~~months ended~~ ~~September 30, 2021,~~ ~~the Company recorded the following realized (loss) from the sale of available-for-sale marketable securities:~~

Sales proceeds
$ 34,332
Amortized cost
(34,365 )

Realized (loss)
$ (34 )

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

September 30, 2021
Carrying Value Estimated Fair Value

2021 Bonds $ 68,155 $ 69,075

March 31, 2022
Carrying Value Estimated Fair Value
2021 Bonds $ 68,155 $ 66,657

~~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 and palladium. The Company determines the market value of corn and palladium based upon Level 1 ~~inputs using quoted market prices.~~

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

The Company has not elected the fair value option for any of its instruments.

2822

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GEVO, INC.

Notes to Consolidated Financial Statements

(unaudited)

~~The Company's investments in marketable 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 Company's investments in marketable securities (in thousands):~~

Available-for-Sale Securities at September 30, 2021

Maturity
Amortized Cost Basis

Gross Unrealized Losses

Fair Value

Short-term marketable securities
U.S. Treasury notes Within one year $ 233,552 $ (178 ) $ 233,374
U.S. Government-sponsored enterprise securities Within one year 51,911 (49 ) 51,862
Total $ 285,463 $ (227 ) $ 285,236

Long-term marketable securities

U.S Treasury notes Within two years $ 33,532 $ (15 ) $ 33,517
U.S. Government-sponsored enterprise securities Within two years 67,540 (54 ) 67,486
Total $ 101,072 $ (69 ) $ 101,003

~~14.~~

18.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~~Renewable Natural Gas ~~Segment and Net-Zero~~ Segment in the monthly executive package. As such, the Company has determined that it ~~has~~ ha~~four~~s 3 operati ~~operating~~ng segments: (i) Gevo segment; (ii) Agri-Energy segment; (iii) Renewable Natural Gas ~~segment; and (iv) Net-Zero segment. Transactions~~segment. Transactions between segments are eliminated in consolidation.

Gevo ~~Segment~~segment. The Gevo segment is responsible for all research and development activities related to the future production of ~~isobutanol, including~~SAF, commercial opportunities for other renewable hydrocarbon products, such as hydrocarbons for gasoline blendstocks and diesel fuel; ingredients for the ~~development of our proprietary biocatalysts, the production~~chemical industry, such as ethylene and ~~sale of bio jet fuel, the Company’s retrofit process~~butenes; plastics and ~~the next generation of chemicals~~materials; and ~~biofuels that will be based on the Company’s isobutanol technology.~~other chemicals. The Gevo segment also develops, maintains and protects its intellectual property portfolio, ~~develops future markets for its isobutanol and~~ provides corporate oversight ~~services.~~

services, and responsible for development and construction of our Net-Zero projects.

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

Renewable ~~Natural GasSegment.~~ 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) into energy dense liquid hydrocarbons.

RNG.

2923

Table of Contents

GEVO, INC.

Notes to Consolidated Financial Statements

(unaudited)

~~The Company’s chief operating decision maker is provided~~


	Three Months Ended March 31,
	2022		2021
Revenues:
Gevo	$	63	$	13
Agri-Energy	169		80
Renewable Natural Gas	—		—

Consolidated	$	232	$	93

Loss from operations:
Gevo	$	(12,124)	$	(7,763)
Agri-Energy	(3,808)		(2,047)
Renewable Natural Gas	(23)		(68)

Consolidated	$	(15,955)	$	(9,878)

Acquisitions of patents, plant, property and equipment:
Gevo	$	4,438	$	253
Agri-Energy	3,947		10
Renewable Natural Gas	10,393		5,169

Consolidated	$	18,778	$	5,432


	March 31, 2022		December 31, 2021

Total assets
Gevo	$	450,048	$	484,528
Agri-Energy	65,834		64,008
Renewable Natural Gas	122,778		117,940

Consolidated (1)	$	638,660	$	666,476

19.Subsequent Events

In April 2022, Gevo signed an amendment to its Fuel Supply Agreement with ~~and reviews the financial results of each~~Rock River Jerseys, LLC ("RRJ") to reimburse RRJ for part of the ~~Company’s consolidated legal entities,~~cost to install and operate covers for the lagoons at the RRJ dairy. This will allow Gevo ~~Inc.~~to optimize efficiencies and ~~Agri-Energy, LLC, as well as its Renewable Natural Gas and Net-Zero projects.~~could significantly improve the carbon intensity score at NW Iowa RNG. The ~~Company organizes its business segments based on the nature~~Company's estimated share of the ~~products and services offered through each of its consolidated legal entities. Substantially all revenue~~total capital cost for the improvements is ~~earned, and all assets are held,~~approximately $1.9 million. The installation is expected to be completed early in the ~~U.S.~~

Three Months Ended September 30,
Nine Months Ended September 30,
2021 2020 2021 2020
Revenues:

Gevo $ 104 $ 176 $ 465 $ 1,198
Agri-Energy
38 16 192 3,807
Renewable Natural Gas
0 0 0 0
Net-Zero 0 0 0 0

Consolidated
$ 142 $ 192 $ 657 $ 5,005

Loss from operations:

Gevo
$ (10,968 ) $ (3,508 ) $ (22,471 ) $ (9,197 )
Agri-Energy
(3,473 ) (2,272 ) (12,629 ) (9,440 )
Renewable Natural Gas (218 ) (323 ) (286 ) (699 )
Net-Zero (53 ) 0 (8,226 ) 0

Consolidated
$ (14,712 ) $ (6,103 ) $ (43,612 ) $ (19,336 )

Interest expense:

Gevo
$ 67 $ 465 $ 67 $ 1,546
Agri-Energy
0 8 6 13
Renewable Natural Gas 0 0 5 0
Net-Zero 0 0 0 0

Consolidated
$ 67 $ 473 $ 78 $ 1,559

Depreciation and amortization expense:

Gevo
$ 112 $ 53 $ 214 $ 159
Agri-Energy

1,088
1,423 3,358 4,595
Renewable Natural Gas 0 0 0 0
Net-Zero 0 0 0 0

Consolidated
$ 1,200 $ 1,476 $ 3,572 $ 4,754

Acquisitions of patents, plant, property and equipment:

Gevo
$ 9,536 $ 0 $ 10,377 $ 79
Agri-Energy
3,154 106 5,062 1,325
Renewable Natural Gas 14,450 0 31,551 0
Net-Zero 5,975 0 5,975 0

Consolidated
$ 33,115 $ 106 $ 52,965 $ 1,404

Revenue by geographic area
United States $ 49 $ 12 $ 282 $ 3,853
Other 93 180 375 1,152

Consolidated $ 142 $ 192 $ 657 $ 5,005

third quarter of 2022.

3024

~~Table of Contents~~

~~GEVO, INC.~~

~~Notes to Consolidated Financial Statements~~

~~(unaudited)~~

September 30, December 31,
2021
2020

Total assets

Gevo
$ 574,179 $ 152,177
Agri-Energy
144,552 131,893
Renewable Natural Gas 112,594 0
Net-Zero 6,944 0
Intercompany eliminations (1)
(162,914 ) (131,971 )

Consolidated (2)
$ 675,355 $ 152,099

(1)	~~Intercompany sales of hydrocarbon during the~~ ~~nine~~ ~~months ended~~ ~~September 30, 2021~~ ~~and for the year ended~~ ~~December 31, 2020~~ ~~was $0 and $0.1 million, respectively.~~
(2)	~~All other significant non-cash items relate to the activities of Gevo.~~

~~Table of Contents~~

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

Forward-Looking Statements

This Quarterly Report on Form 10-Q (this “Report”) contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). When used anywhere in this Report, the words “expect,” “believe,” “anticipate,” “estimate,” “intend,” “plan” and similar expressions are intended to identify forward-looking statements. These statements relate to future events or our future financial or operational performance and involve known and unknown risks, uncertainties and other factors that could cause our actual results, levels of activity, performance or achievements to differ materially from those expressed or implied by these forward-looking statements. These statements 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, our ability to finance and construct our Net-Zero 1 Project (as defined below), our ability to produce our products at our ~~production~~demonstration 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~~off-take agreements and other supply agreements we may enter into in the future, our ability to successfully construct and operate our renewable natural gas ("RNG") 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, our strategy to pursue ~~ethanol-to-SAF,~~alcohol-to-SAF, 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~~2021 (our ~~“Annual~~“2021 Annual Report”), including Item 1A. "Risk Factors" of our 2021 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 2021 Annual Report.

Company Overview

~~We are~~

Gevo, Inc. (Nasdaq: GEVO), a Delaware corporation founded in 2005, is a growth-oriented company with the mission of solving the problem of greenhouse gas emissions for those sectors of the transportation industry that are not amenable to electrification or hydrogen. We believe that the market size for hydrocarbon fuels will continue to remain significant in the long-term even with the rapid adoption of electric vehicles and hydrogen technologies. We also believe that we can achieve at least one billion gallons of hydrocarbon production and sales by 2030.

We are focused on transforming renewable energy into ~~energy dense~~energy-dense liquid hydrocarbons that can be used as renewable fuels, such as ~~sustainable aviation fuel and renewable isooctane (which we refer to as “renewable premium gasoline”),~~SAF, with the potential to achieve a ~~“net zero”~~“net-zero” greenhouse gas ("GHG") ~~footprint and address~~footprint. We believe

that this addresses the global ~~needs~~need of reducing GHG emissions with "drop in" sustainable alternatives to petroleum fuels. We ~~currently own one production facility, the Luverne Facility. We plan~~use Argonne National Laboratory’s GREET (Greenhouse gases, Regulated Emissions, and Energy use in Transportation) model (the "GREET Model") to ~~develop, own (in whole or in part),~~measure, predict and operate additional production facilities that use a combination of (i) renewable energy sources such a photosynthetic energy, renewable electricity, biogas, renewable hydrogen, and (ii) renewable carbon sources such as residual carbohydrates. The residual carbohydrates we are initially focused on are those from sustainably grown field corn because of amount of protein that can be captured and delivered to the food chain. We also have the potential to use residual carbohydrates from woody biomass, municipal solid waste, molasses, sugar, agriculture residues and the like. The choice of feedstock depends upon the sustainability profile of the carbohydrate, its cost and the reliability of the supply chain for that feedstock.

~~Table of Contents~~

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 SAF, the carbon footprint of air travel can be reduced, or in the long run, eliminated on a net carbon basis, without changes to planes or fuel systems. In addition to the potential of net-zero carbonverify GHG emissions across the ~~whole fuel life-cycle,~~life cycle of 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~~products. The "net-zero" concept means that ~~the world is substantially under-supplied with low-carbon, drop-in renewable~~we expect to produce fuels that can be immediately used in existing transportation engines and infrastructure, and we are uniquely positioned to grow in serving that demand. We call this approach our “Net-Zero Business Model,” in reference to the reduction and elimination of fossil-based emissions on a net could havecarbon ~~basis~~neutral or net-zero GHG footprint across the whole of the life ~~cycle.~~

cycle of the fuel from capture of renewable carbon, through production, and subsequent burning of the fuel in, for example, a jet engine.

Our primary market focus, given current demand and growing customer interest, is SAF. We believe that we also have commercial opportunities for other renewable hydrocarbon products, such as hydrocarbons for gasoline blendstocks and diesel fuel; ingredients for the chemical industry, such as ethylene and butenes; plastics and materials; and other chemicals. The global fuel consumption by commercial airlines was an all-time high of 95 billion gallons in 2019. However, due to the COVID-19 pandemic, fuel consumption dropped to 52 billion gallons in 2020 and reached 57 billion gallons in 2021.

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


			●			The International Air Transport Association ("IATA") 77th Annual General Meeting approved a resolution for the global air transport industry to achieve net-zero carbon emissions by 2050. IATA has 288 airline members, including Alaska Airlines, American Airlines, Delta Air Lines, FedEx Express, United Airlines and UPS Airlines.
			●			Starting on March 1, 2020, Delta Air Lines committed spending $1 billion over the next 10 years on its objective around mitigating emissions from its global business going forward. Delta will invest in driving innovation, advancing clean air travel technologies, accelerating the reduction of carbon emissions and waste and establishing new projects to mitigate the balance of emissions.
			●			The oneworld® alliance committed to a target of 10% SAF use across the alliance by 2030 and plans to reach net zero emissions by 2050.

We believe we possess the technology ~~position. Our technology pathway converts carbohydrates~~and know-how to ~~alcohols via~~convert various carbohydrate feeds through a fermentation ~~process.~~process into alcohols and then transform the alcohols into renewable fuels and materials. While we expect our first major capital deployments to focus on the production of SAF, we recognize that there are opportunities to operate in several different renewable fuels and materials markets and we will pursue those opportunities when appropriate based on customer interest, access to capital, and expected investment returns.

Our production processes use carbohydrates as a feedstock. Carbohydrates are plant matter that result from photosynthesis. Photosynthesis is the natural process by which carbon dioxide is captured from the air by plants. The ~~alcohols~~carbon in carbohydrates is therefore renewable because it is already in the atmosphere. The carbohydrates are fermented to produce alcohol intermediate products (e.g., ethanol or isobutanol). The alcohol-based intermediates are then ~~converted~~chemically processed to ~~hydrocarbon fuels using a catalytic chemical process. By using~~make renewable ~~energy across the production process, in combination with sustainable feedstocks, like low~~hydrocarbons. To achieve net-zero carbon ~~non-food corn, the greenhouse gas emissions can be substantially reduced or eliminated as measured~~intensity ("CI") across the whole life cycle of the ~~life cycle. The processes~~products, we believe:


			●			carbohydrates with a low CI score must be used in production;
			●			the energy (electricity and heat source) used in production must be de-fossilized; and
			●			the products cannot contain fossil-based carbon.

We believe sustainably grown corn (i.e., corn that is grown with precision agricultural techniques and low-till or no till cultivation to ~~convert~~conserve nutrients, prevent water runoff and erosion) is a good feedstock because:


			●			it produces a significant amount of protein and vegetable oil for nutritional products on a per acre basis while also producing an abundance of low CI carbohydrates that can be captured and used as a feedstock for fuels and chemicals;
			●			the protein and oil that are produced are easily separated and sold as co-products into the food chain markets. The protein and oil revenue serves to offset the cost of the corn feedstock;
			●			we believe that the carbon footprint of growing corn can be negative, according to calculations completed with the GREET Model, when a full suite of climate-smart agricultural practices are employed on appropriate acres of cropland.

We believe that utilizing sustainable agriculture practices to ~~drop-in hydrocarbons using isobutanol as~~help solve GHG problems is a breakthrough that addresses the ~~intermediate alcohol is protected by~~problem of GHGs without compromising sustainability or food supply. We also believe that it will be possible to create an incentive structure that rewards farmers to lower the CI score of their agricultural products and create a ~~patent portfolio with more than 500 patents, as well as proprietary processes and know-how. The production technology~~cycle of continuous improvement to convert ethanol to hydrocarbons has been exclusively licensed to Gevo in the United States by Axens North America, Inc. (“Axens”), and incorporates more than 60 patents, as well as proprietary production technology and know-how.

their overall sustainability footprint.

Net-Zero Projects

In early 2021, we announced the concept of “Net-Zero Projects” as a series of planned facilities to 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,~~(e.g., photosynthetic, wind, renewable natural gas, biogas) from a variety of sources into energy dense liquid hydrocarbons that, 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~~GHG footprint. We currently expect the Net-Zero 1 Project to have a capacity of approximately 4660 MGPY of hydrocarbons ~~(for renewable premium gasoline~~with the majority being SAF, along with naphtha and ~~SAF,~~diesel blendstocks. All of the production for the Net-Zero 1 Project is backed by our current portfolio of take-or-pay ~~contracts),~~contracts. Along with hydrocarbons, we expect to produce ~~more than 340,000,000~~approximately 420 million pounds per year of high-value ~~nutritional~~protein products for use in the food chain ~~to produce~~and more than ~~30,000,000~~30 million pounds per year of corn ~~oil~~oil. Significant progress has been made to date on site development, engineering of the facility, and permitting. Our products will be produced in two stages. The first stage involves alcohols production by fermentation and the second stage is the conversion of such alcohols into hydrocarbons. We have been working with Axens North America, Inc. ("Axens")to ~~produce smaller volumes~~engineer the alcohols-to-hydrocarbon side of ~~excess isobutanol~~the production facility given their extensive commercial experience with their process and the performance guarantees that cover the entire alcohol-to-hydrocarbon process. The fermentation side of the production facility is being engineered with companies that have extensive experience in fermentation and ag-based facilities. We also expect to execute contracts to supply wind power and green hydrogen to the plant as well as to operate a wastewater treatment plant, which is expected to generate a significant amount of biogas. We expect to select an Engineering, Procurement, and Construction company by the end of the year to lead the construction phase of the Net-Zero 1 Project. We also expect to begin purchasing long lead time equipment later this year to enable completion of the facility in 2025. We are preparing for ~~sale~~other major milestones such as site acquisition, preparation and construction work. Engineering work is on track, and we expect to break ground in late 2022, with the target completion date for the plant in 2025. In addition, substantial due diligence work is being performed on the next Net-Zero Projects, including review of potential sites against project criteria.

Alcohols-to-SAF Strategy

Alcohols can be converted to hydrocarbon products with catalytic chemical processing techniques analogous to those used in the ~~market.~~

~~Ethanol-to-SAF Strategy~~

Onpetrochemical industry. In October ~~12,~~ 2021, we ~~announced that we entered into~~signed an agreement with Axens ~~that~~for their technology on this process since they have already scaled it up and they have licensed it to many commercial production facilities. The agreement establishes a strategic alliance aimed at accelerating the commercialization of sustainable ~~ethanol-to-SAF ("ETSAF")~~alcohol-to-SAF projects in the United States. As part of the alliance, Axens brings technologies with over 60 related patents, engineering packages, proprietary catalysts and certain proprietary equipment required to convert ~~ethanol~~alcohols into ~~SAF. Axens would also~~SAF and they will provide certain process guarantees to usus.

Luverne Facility

The Luverne Facility was originally constructed in 1998 and is located on approximately 55 acres of land, which contains approximately 50,000 square feet of building space. The Luverne Facility continues to provide valuable knowledge and experience for ~~commercial ETSAF projects. We plan~~the future strategic growth of the Company and its billion-gallon initiative. As a development site, operations will continue to ~~develop, own~~be tailored to support a focus on advancing our technology, testing and ~~operate ETSAF plants~~optimizing alternative feedstocks, yeast strains, and unit operations as well as partnership development for integrated GHG reductions. It is well equipped and positioned for optimization of the decarbonization and business circuits from feedstock to ~~produce SAF alone or with partners, applying the principles of~~energy solutions. The site provides a unique opportunity to showcase our ~~Net-Zero Business Model.~~

decarbonization and business systems and raise awareness for future partnerships, investors, and local communities.

Renewable Natural Gas Projects

In 2019, we began developing RNG projects. ~~Animal manure~~Manure can be digested anaerobically to produce biogas, which is then upgraded to pipeline quality RNG. RNG has value in markets such as California ~~as well as in~~when injected and shipped through a natural gas pipeline. There is also value to Gevo’s hydrocarbon production process by ~~helping~~giving us another option to achieve carbon negative GHG emissions on our renewable hydrocarbon products. The ~~end~~hydrocarbon products resulting from such a decarbonization process have lower ~~carbon intensity~~CI scores and increased market value, in addition to having a more positive impact on the environment.Our dairy farm partners realize a variety of benefits including improved operational and environmental compliance options. These services facilitate long-term relationships with project hosts that may serve as a source for future projects and relationships.

We developed Gevo's initial RNG project ~~Gevo~~ in Northwest Iowa (“NW Iowa ~~RNG, LLC (“Gevo~~ RNG”), 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. We completed most of the construction efforts at the end of 2021. In January 2022, we began the process of bringing it online. All of the digesters are currently in the start-up phase and are expected to reach steady production levels in the second quarter of 2022.

When fully operational, ~~the Gevo~~NW Iowa RNG ~~project~~ is expected to generate approximately 355,000 MMBtu of RNG per year. ~~During~~We expect to sell this RNG into the ~~third quarter of 2021, Gevo entered into~~California market under the dispensing agreements ~~with~~ BP Canada Energy Marketing Corp. and BP Products North America Inc. (collectively, ~~“bp”~~“BP”) ~~for the sale of Gevo RNG. The RNG is expected to be sold into the California market under dispensing agreements bp~~ has in place with Clean Energy Fuels Corp., The majority of the ~~largest fueling infrastructure~~revenues are expected to commence in late 2022 or early in 2023 and will be derived from two main components. The first component consists of the ~~U.S. for RNG. We expect~~sales of RNG ~~sale revenues will benefit~~and the second component consists of the environmental attributes associated with the RNG sales, including the attributes available from California’s Low Carbon Fuel Standard ("LCFS") program and the U.S. Environmental Protection Agency’s Renewable ~~Identification Number program.~~ Fuels Standard ("RFS"). LCFS and RFS are state and federal programs, respectively, that provide incentives for the supply of low carbon renewable fuels in California and in the United States.

We ~~financed~~are also planning to make improvements to this RNG project by investing in capital projects that may significantly improve its CI score and revenue, which in turn strengthen the ~~construction~~overall economics of the project. Gevo’s current estimated share of the capital cost for those improvements is approximately $1.9 million.

We have strong relationships throughout the industry supply chain from technology and equipment providers to feedstock owners, and RNG off-takers. We believe that the trust and strong reputation we have attained in combination with our understanding of the various and complex environmental attributes gives us a competitive advantage. We leverage our relationships to identify and execute new project opportunities. Typically, new development opportunities come from our existing relationships with dairy owners who value our strong reputation in the industry.

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

Verity and Carbon Tracking

Capturing and accurately counting carbon data across the whole of the business system is a critical part of Gevo’s business model, and the CI scores across the whole of the carbon lifecycle, from feedstock through the burning of fuels. Through the use of the GREET Model and a field level approach using Verity Tracking, our goal is to obtain carbon credits for the improved agricultural practices related to climate smart agriculture such as precision agriculture and tillage practices (i.e., low till and no-till cultivation). We believe there is an opportunity to document, verify, and monetize that carbon value which is not otherwise counted and reward value chain partners, including farmers, for improving sustainability. Gevo’s current economic projections do not take into account this upside in value.

Verity Tracking is a joint venture between Gevo ~~RNG project in April 2021~~and Blocksize Capital GmbH to develop and commercialize carbon value and other sustainable attributes. Verity has developed and will continue to develop a proprietary platform based on Distributed Ledger Technology (“DLT” or commonly called “blockchain”). Verity is developing the capability to track sustainability attributes such as carbon reductions through a value chain with the ~~$68,155,000~~utmost data security, audit capabilities and immutability. In addition, Verity will have the ability to work with all aspects 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~~value chain decarbonization and create a ~~public offering for the benefit of Gevo RNG and we commenced its construction in April 2021. The Gevo RNG project is expected to begin producing RNG in 2022.~~

3328

~~Table~~path for monetization of ~~Contents~~that carbon reduction, through processes such as “tokenization.” Verity and Gevo have recently partnered with Farmers Edge Inc. ("Farmers Edge"), a company dedicated to helping farmers track data and improve agricultural decision making. As of December 31, 2021, Farmers Edge reported over 3,800 growers with over 18 million subscribed acres having implemented their solutions.

Gevo has begun to develop the agricultural Climate Smart Data for key farms that would supply its Net-Zero 1 plant. Gevo intends to work with Verity to accurately account for and determine value for the carbon reductions captured in feedstocks, both during fuel production and in final products, to help our customers and value chain partners achieve their sustainability goals.

Recent Developments

~~Butamax Patent Estate.~~

Delta Air Lines. On ~~September 21, 2021,~~March 22, 2022, we signed a "take-or-pay" agreement with Delta Air Lines, Inc. ("Delta") to supply them with 75 MGPY of SAF for seven years. This agreement replaces the existing agreement signed with Delta in 2019 to purchase 10 MGPY and ~~Butamax Advanced Biofuels LLC and~~bolsters Delta's commitment to incorporating SAF into its affiliate, Danisco US Inc. (collectively, “Butamax”), entered into an Asset Purchase Agreement (the "Purchase Agreement"), pursuant to which we purchased all of Butamax’s rights, title and interests in certain U.S. and foreign patents and patent applications, subject to specified conditions and encumbrances, relating to the production, recovery and use of biobutanol that were owned by Butamax (the “Purchased Assets”). The Purchased Assets were previously subject to the terms and conditions of the Patent Cross-License Agreement, effective August 22, 2015, by and between us and Butamax. Except with respect to certain existing licenses granted by Butamax pursuant to the PCLA and other terms set forth in the Purchase Agreement, the PCLA was terminated as of the effective date of the Purchase Agreement.

~~At-the-Market Offering Program.~~ During the nine months ended September 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 of $3.6 million. There were no shares issued during the three months ended September 30, 2021. Additionally, On September 9, 2021, we amended the at-the-market offering program to expand the availability up to $500 million of shares of the Company’s common stock. See Note 1, ~~Nature of Business, Financial Condition and Basis of Presentation~~~~, to our consolidated financial statements included herein for further discussion.~~

operations.

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 resulted in 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~~impacts of the COVID-19 pandemic on general economic activity could continue to negatively impact our revenue and operating results for ~~2021~~2022 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 nine months ended September 30, 2021, reducing revenue by 87% compared to the nine months ended September 30, 2020. The change in revenue for the three months ended September 30, 2021 was negligible compared the three months ended September 30, 2020.

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.

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~~Financial Condition~~

We have incurred consolidated net losses since inception and we had a significant accumulated deficit as of September 30, 2021. Our cash, cash equivalents and restricted cash at September 30, 2021 totaled $136.2 million and marketable debt securities totaled $386.2 million, which is primarily being used for the following: (i) identification, development, acquisition and construction of new production facilities and to plan for expanded production to fulfill existing off-take agreements, including the Company's Net Zero Projects; (ii) investment in the Gevo NW Iowa RNG facility; (iii) development of the Luverne Facility; (iv) development, acquisition and operation of sustainable ETSAF plants to produce SAF alone or with partners; (v) operating activities at our corporate headquarters in Colorado, including research and development work; (vi) exploration of strategic alternatives and additional financings, including project financing; and (vii) 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 develop, construct and finance our Net-Zero 1 Project, 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 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 product candidates, construction of our Net-Zero 1 Project and additional production facilities to support our offtake agreements, the achievement of a level of revenues adequate to support our cost structure, and the ability to raise capital to complete the construction of our Net-Zero 1 Project and additional production facilities. 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. 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 on acceptable terms, or at all. We believe we have adequate cash to fund operations for at least one year from the date the financial statements are issued.

~~Table of Contents~~

Results of Operations

Comparison of the Three Months Ended ~~September 30, 2021~~March 31, 2022 and ~~2020~~2021 (in thousands):

Three Months Ended March 31,
2022 2021 Change
Revenue and cost of goods sold

Ethanol sales and related products, net $ 169 $ — $ 169
Hydrocarbon revenue 63 13 50
Grant and other revenue — 80 (80)
Total revenues 232 93 139
Cost of production 3,090 901 2,189
Depreciation and amortization 1,091 1,093 (2)
Total cost of goods sold 4,181 1,994 2,187
Gross loss (3,949) (1,901) (2,048)
Operating expenses
Research and development expense 1,192 1,378 (186)
Selling, general and administrative expense 9,367 3,814 5,553
Preliminary stage project costs 507 2,727 (2,220)
Other operations 589 — 589
Depreciation and amortization 351 58 293
Total operating expenses 12,006 7,977 $ 4,029
Loss from operations (15,955) (9,878) (6,077)
Other income (expense)
(Loss) gain from change in fair value of derivative warrant liability — (53) 53
Interest expense (2) (5) 3
Interest and dividend income 252 31 221
Other income (expense), net 32 (152) 184
Total other income (expense), net 282 (179) 461
Net loss $ (15,673) $ (10,057) $ (5,616)

Revenue.

Three Months Ended September 30,
(in thousands)
2021 2020
Change

Revenue and cost of goods sold

Ethanol sales and related products, net
$ 16 $ 21 $ (5 )
Hydrocarbon revenue
104 101 3
Grant and other revenue 22 70 (48 )
Total revenues
142 192 (50 )

Cost of goods sold
3,482 2,260 1,222

Gross loss
(3,340 ) (2,068 ) (1,272 )

Operating expenses

Research and development expense
1,541 870 671
Selling, general and administrative expense
9,335 2,892 6,443
Preliminary stage project costs 313 323 (10 )
Loss on disposal of assets 183 — 183
Restructuring expenses
— (50 ) 50

Total operating expenses
11,372 4,035 7,337

Loss from operations
(14,712 ) (6,103 ) (8,609 )

Other income (expense)

Interest expense
(67 ) (473 ) 406
(Loss) on conversion of 2020/21 Notes to common stock — (543 ) 543
Gain from change in fair value of derivative warrant liability
6 — 6
Gain from change in fair value of 2020/21 Notes embedded derivative liability — 247 (247 )
Other income (expense), net 393 36 357

Total other income (expense), net
332 (733 )
1,065

Net loss
$ (14,380 ) $ (6,836 ) $ (7,544 )

The Luverne Facility re-commenced operations during July 2021. The Luverne Facility began producing isobutanol 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 Resources, Inc. facility near Houston, Texas (the "South Hampton Facility"). We also expect to utilize some of the isobutanol produced to develop certain isobutanol specialty markets and for testing and development. The production operations at the Luverne Facility will allow also us to test and evaluate certain potential unit operations that may be incorporated into the Net-Zero 1 Project. Additionally, if there is a positive change in market conditions for ethanol, we may consider restarting the production of ethanol at the Luverne Facility. In September 2021, we announced our plans to deploy a hydrocarbon pilot unit at the Luverne Facility to produce market development quantitiessold 35 thousand gallons of SAF, ~~renewable premium gasoline, other renewable fuel products, as well as provide capability to supply market~~isooctane and isooctene from our Luverne Minnesota development ~~quantities of chemical products. The installation is estimated to begin in~~facility for the ~~third quarter 2022 with startup demonstration production expected in the fourth quarter~~three months ended March 31, 2022. Installation of the pilot unit at the Luverne Facility is part of the plan to use the facility as a technology development and piloting site. We intend to utilize the fermentation and hydrocarbon processing units at the Luverne Facility to provide critical, hands-on training for staff at our Net-Zero 1 and other future projects. We do not expect to generate significant revenue from the operation of the Luverne Facility.

temporary shutdown in 2021 related to the COVID-19 pandemic.

~~Hydrocarbon revenues are comprised of SAF, isooctane and isooctene sales.~~

~~Table of Contents~~

Cost of goods sold. Cost of goods sold was ~~$3.5~~$4.2 million during the three months ended ~~September~~ ~~30, 2021~~,March 31, 2022, compared with ~~$2.3~~$2.0 million during the three months ended ~~September~~ ~~30, 2020~~,March 31, 2021, an increase of ~~approximately $1.2~~$2.2 million. ~~We began producing isobutanol at~~The majority of our costs are related to the production of SAF, isooctane and isooctene as we continue to develop and tailor our Luverne Facility demonstration operations to support our focus on advancing technology, testing and optimizing alternative feedstocks, yeast strains, and unit operations as well as partnership development for integrated GHG reductions. Cost of goods sold also includes a $2.9 million loss for a net realizable value adjustment made to our finished goods and work in process inventory. There were no net realizable losses recorded during the three months ended March 31, 2021, as the Luverne Facility was temporarily shut down due to the COVID-19 pandemic.

Research and development expense. Research and development expense remained relatively consistent during the three months ended ~~September 30, 2021 resulting in higher production costs. Cost of goods sold included approximately $2.4 million associated with production of isobutanol and maintenance of the Luverne Facility,~~ ~~including inventory write down to net realizable value of $1.2 million,~~ ~~and approximately $1.1 million in depreciation expense during the three months ended September~~ ~~30, 2021~~.

~~Research and development expense.~~ ~~Research and development expense increased by approximately $0.7 million during the three months ended September~~ ~~30, 2021~~,March 31, 2022, compared with the three months ended ~~September~~ March 31, 2021.

30 ~~2020~~

, due primarily to an increase in personnel costs related to increased headcount and stock-based compensation 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 $6.4~~$5.6 million during the three months ended ~~September~~ ~~30, 2021~~,March 31, 2022, compared with the three months ended ~~September~~ ~~30, 2020~~,March 31, 2021, due primarily to increases in personnel costs related to ~~increased headcount and~~strategic new hiring, stock-based compensation, professional fees related to new contracts and higher costs for ~~insurance, and increased consulting fees related to documenting our compliance with Section 404(b) of the Sarbanes-Oxley Act ("SOX").~~insurance.

Preliminary stage project costs. Preliminary stage project costs are related to our ~~Gevo~~NW Iowa RNG and Net-Zero projects and consist of research and development expense in addition to selling, general and administrative expenses of the projects. ~~During~~Preliminary stage project costs decreased by $2.2 million during the three months ended ~~September~~ ~~30, 2021,~~ ~~preliminary stage project costs~~ ~~were approximately the same as~~ March 31, 2022, compared to the three months ended ~~September~~ ~~30, 2020.~~ ~~During~~March 31, 2021. The decrease is mainly due to the three months ended September 30, 2021, the preliminary stage project costs were primarily related to consulting for preliminary engineering costs and for personnel expenses to support the growth in business activity at our Net-Zero projects. During the three months ended September 30, 2020, the preliminary project costs related primarily to consulting for preliminary engineering costs and personnel expenses to support the growth in business activity at our Gevo RNG project. During the three months ended September 30, 2021,fact that we began capitalizing our Net-Zero 1 project costs in Q3 2021, after completing certain front-end engineering studies and determining it was probable that we would build Net-Zero 1. Net-Zero 1 and RNG related costs were expensed in ~~Lake Preston, SD.~~Q1 2021.

~~Loss on disposal of assets.~~ ~~A s a result of suspending the production of ethanol at the Luverne Facility, we wrote-off $0.2 million of~~Other operations. Other operations costs ~~related to the removal of the fractionation equipment returned to the manufacturer~~increased by $0.6 million during the three months ended ~~September 30, 2021.~~

~~Interest expense~~~~. Interest expense during the three months ended September~~ ~~30, 2021~~ ~~decreased by $0.4 million~~March 31, 2022, compared to the three months ended ~~September~~ ~~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) on conversion of 2020/21 Notes to common stock.~~March 31, 2021. During the three months ended ~~September 30, 2020, we incurred a $0.5 million loss~~March 31, 2022, Other operations costs were primarily related to unallocated engineering and consulting services.

Depreciation and amortization expense. Depreciation and amortization expense increased during the ~~conversion~~three months ended March 31, 2022, compared to the three months ended March 31, 2021, due to amortization of ~~$2.0 million of 2020/21 Notes into common stock during July 2020.~~

our intangible assets, including patents and exclusivity fees.

(Loss) from change in fair value ~~of the 2020/21 Notes embedded~~ derivative warrant liability. We incurred no gain (loss) from the change in the fair value of the ~~2020/21 Notes~~derivative warrant liability in the three months ended ~~September 30, 2021 since~~March 31, 2022; the ~~2020/21 Notes~~last of the liability warrants expired on February 17, 2022.

Interest expense. There were ~~converted to common stock~~no material changes in ~~2020.~~

~~Other (expense) income~~~~. Other income~~interest expense during the three months ended ~~September~~ March 31, 2022, compared to the three months ended March 31, 2021.~~30,~~

Interest and dividend income. Interest and dividend income increased by $0.2 million for the three months ended March 31, 2022, compared to the three months ended March 31, 2021, primarily due to the interest earned on our investments partially offset by the amortization of the bond premiums.

Other income (expense). Other income (expense) during the three months ended March 31, 2022, was ~~$0.4~~$0.3 million, ~~an increase~~a decrease of ~~$0.4~~$0.2 million compared to the three months ended ~~September~~ ~~30, 2020~~,March 31, 2021, primarily due to ~~income earned on marketable securities and restricted cash.~~

~~Table of Contents~~

~~Comparison of~~ the ~~Nine Months Ended September 30, 2021 and 2020~~

Nine Months Ended September 30,

(in thousands)

2021

2020

Change

Revenue and cost of goods sold

Ethanol sales and related products, net
$ 16 $ 3,804 $ (3,788 )
Hydrocarbon revenue
463 1,085 (622 )
Grant and other revenue
178 116 62
Total revenues
657 5,005 (4,348 )

Cost of goods sold
8,270 13,043 (4,773 )

Gross loss
(7,613 ) (8,038 ) 425

Operating expenses

Research and development expense
4,323 2,127 2,196
Selling, general and administrative expense
18,027 8,179 9,848
Preliminary stage project costs
8,512 700 7,812
Loss on disposal of assets 5,137 38 5,099
Restructuring expenses
— 254 (254 )

Total operating expenses
35,999 11,298 24,701

Loss from operations
(43,612 ) (19,336 ) (24,276 )

Other income (expense)

Gain on forgiveness of SBA loans 641 — 641
Interest expense
(78 ) (1,559 ) 1,481
(Loss) from modification of 2020 Notes
— (726 ) 726
(Loss) on conversion of 2020/21 Notes to common stock — (543 ) 543
(Loss) gain from change in fair value of derivative warrant liability
(4 ) 8 (12 )
(Loss) from change in fair value of 2020/21 Notes embedded derivative liability
— (29 ) 29
Other income (expense), net
363 53 310

Total other income (expense), net
922 (2,796 ) 3,718

Net loss
$ (42,690 ) $ (22,132 ) $ (20,558 )

The Luverne Facility re-commenced operations during July 2021. The Luverne Facility began producing isobutanol 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 isobutanol produced to develop certain isobutanol specialty markets and for testing and development. The production operations at the Luverne Facility will also allow us to test and evaluate certain potential unit operations that may be incorporated into the Net-Zero 1 Project. Additionally, if there is a positive change in market conditions for ethanol, we may consider restarting the production of ethanol at the Luverne Facility. In September 2020, we announced our plans to deploy a hydrocarbon pilot unit at the Luverne Facility to produce market development quantities of SAF, renewable premium gasoline, other renewable fuel products, as well as provide capability to supply market development quantities of chemical products. The installation is estimated to begin in Q3 2022 with startup demonstration production expected in Q4 2022. Installation of the pilot unit at the Luverne Facility is part of the plan to use the facility as a technology development and piloting site. We intend to utilize the fermentation and hydrocarbon processing units at the Luverne Facility to provide critical, hands-on training for staff at our Net-Zero 1 and other future projects. We do not expect to generate significant revenue from the operation of the Luverne Facility.

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

~~Table of Contents~~

Hydrocarbon revenues are comprised of SAF, isooctane and isooctene sales. Hydrocarbon sales decreased by $0.6 million during the nine months ended September 30, 2021 as a result of lower production volumes at the South Hampton Facility.

~~Cost of goods sold.~~ Cost of goods sold was $8.3 million during the nine months ended September 30, 2021, compared with $13.0 million during the nine months ended September 30, 2020, a decrease of approximately $4.7 million, primarily the result of suspending ethanol production in March 2020 as a result of COVID-19 and in response to an unfavorable commodity environment. We began producing isobutanol at the Luverne Facility during the three months ended September 31, 2021 ~~resulting in higher production costs~~. Cost of goods sold included approximately $4.9 million associated with production of isobutanol and maintenance of the Luverne Facility, including inventory write down to net realizable value of $2.0 million, and approximately $3.4 million in depreciation expense during the nine months ended September 30, 2021.

Prior to the Luverne Facility restarting production, cost of goods sold was primarily 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 $2.2 million during the nine months ended September 30, 2021, compared with the nine months ended September 30, 2020, due primarily to~~ ~~personnel costs from increased headcount and stock-based compensation 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 $9.8 million during the nine months ended September 30, 2021, compared with the nine months ended September 30, 2020,~~ due primarily to increases in personnel costs related to increased headcount, recruiting costs and stock-based compensation, professional fees related to new contracts and extensive shareholder outreach for the annual stockholder meeting, higher costs for insurance and increased consulting fees related to documenting our compliance with Section 404(b) of SOX.

~~Preliminary stage project costs~~. Preliminary stage project costs increased by approximately $7.8 million during the nine months ended September 30, 2021, compared with the nine months ended September 30, 2020, due primarily to increased consulting and research and development expenses related to our Gevo RNG and Net-Zero projects. During the nine months ended September 30, 2021, the preliminary stage project costs were primarily related to consulting for preliminary engineering costs and for personnel expenses to support the growth in business activity for our Renewable Natural Gas and Net-Zero projects. During the nine months ended September 30, 2020, the preliminary stage project costs were primarily related to consulting for preliminary engineering costs and for personnel expenses to support the growth in business activity at our Gevo RNG project. During the three months ended June 30, 2021, we began capitalizing the Gevo RNG project costs ~~after completing certain front-end engineering studies and determining it was probable that we would build the Gevo RNG project. During the three months ended September 30, 2021, we began capitalizing our Net-Zero 1 project costs~~ ~~after completing certain front-end engineering studies and determining it was probable that we would build Net-Zero 1 in Lake Preston, SD.~~

~~Loss on disposal of assets.~~ A s a result of suspending the production of ethanol at the Luverne Facility, we wrote-off $5.1 million of costs related to the installation of the fractionation equipment returned to the manufacturer during the nine months ended September 30, 2021.consumable inventory.

~~Gain on forgiveness of SBA Loans~~~~. During the nine months ended September 30, 2021, the Small Business Administration forgave the entire balance of $0.6 million of the Company's SBA Loans and accrued interest.~~

~~Interest expense~~. Interest expense during the nine months ended September 30, 2021 decreased by $1.5 million compared to the nine months ended September 30, 2020, due to the conversion the 2020/21 Notes to common stock during 2020.

~~(Loss) from modification of 2020 Notes.~~ ~~During the nine months ended September 30, 2020, we incurred $0.7 million of legal and professional fees to modify the 2020 Notes into the 2020/21 Notes.~~

~~Table of Contents~~

~~(Loss) on conversion of 2020/21 Notes to common stock.~~ ~~During the three months ended September 30, 2020, we incurred a $0.5 million loss related to the conversion of $2.0 million of 2020/21 Notes into common stock during July 2020.~~

~~(Loss) gain 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 during the nine months ended September 30, 2021 since the 2020/21 Notes were converted to common stock in 2020.~~

~~Other (expense) income~~~~. Other income during the nine months ended September 30, 2021 increased $0.3 million compared to the nine months ended September 30, 2020, primarily due to~~ ~~income earned on marketable securities and restricted cash.~~

~~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.

~~Liquidity and Capital Resources~~

As of September 30, 2021, we had cash and cash equivalents totaling $16.2 million, short and long-term restricted cash totaling $120.0 million and short and long-term marketable securities totaling $386.2 million. The marketable securities are highly liquid and can be converted to cash when it is needed for operations.

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 and related products from renewable feedstocks. We have incurred losses since inception and expect to incur losses for the foreseeable future. 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.

Our transition to profitability is dependent upon, among other things, the successful development and commercialization of our product candidates, the development, acquisition and construction of additional production facilities to support our offtake agreements, the achievement of a level of revenues adequate to support our cost structure and the ability to raise capital to finance the development, acquisition and construction of additional productions facilities. 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 it will continue to address its 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 on acceptable terms, or at all.

~~Table of Contents~~

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

Nine Months Ended September 30,
2021 2020

Net cash used in operating activities
$ (28,693 ) $ (14,581 )
Net cash used in investing activities
$ (427,985 ) $ (1,756 )
Net cash provided by financing activities
$ 514,513 $ 80,656

~~Operating Activities~~

Our primary uses of cash from operating activities are personnel related expenses, 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, manufacturing of isobutanol at the Luverne Facility and further processing of isobutanol at our South Hampton Facility.

During the nine months ended September 30, 2021, net cash used for operating activities was $28.7 million compared to $14.6 million for the nine months ended September 30, 2020. The $14.1 million decrease in operating cash flows was primarily due to increased cost of goods sold associated with beginning production of isobutanol during the third quarter 2021 and maintenance of the Luverne Facility, increased engineering and development fees on our Gevo RNG and Net-Zero 1 projects, increases in personnel expenses to support the growth in business activity, professional fees related to new contracts and extensive shareholder outreach for the annual stockholder meeting and consulting to support the preparation of our first ESG report and compliance with Section 404(b) of SOX.

~~Investing Activities~~

During the nine months ended September 30, 2021, we used $428.0 million in cash for investing activities, of which $422.4 million related to purchasing marketable securities and $31.0 million primarily related to construction in process attributable to the Gevo RNG project and to a lesser extent, the purchase of a Hydrocarbon-Process Pilot Unit for our Luverne Facility and Net-Zero 1 project, and $9 million for the purchase of patents, which was partially offset by proceeds of $34.3 million from the sale of marketable securities.

We are currently constructing the Gevo RNG project and expect to invest an additional $32 million in the aggregate to complete the Gevo RNG project in the remainder of 2021 and into 2022 for completion of the project. We currentlyplan to spend approximately $337 million for engineering, development, long-lead equipment deposits, debt financing costs, and project construction equity investment commitments over the next 12 months for the Net-Zero 1 Project.

~~Financing Activities~~

During the nine months ended September 30, 2021, we generated $514.5 million in cash from financing activities, which primarily consisted of $321.9 million from the sale of common stock and warrants in the January 2021 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 $5.1 million net settlement of common stock for taxes under our stock plans and $3.0 million of payments on finance lease liabilities.

~~Table of Contents~~

During the nine months ended September 30, 2021, we received notices of exercise from holders of our Series 2020-A Warrants to issue an aggregate of 1,866,558 shares of common stock for total gross proceeds of approximately $1.1 million. Following these exercises, Series 2020-A Warrants to purchase 90,608 shares of our common stock remain outstanding at an exercise price of $0.60 per share.

~~At-the-Market Offering Program.~~ ~~In September 2021, the at-the-market offering program was amended to provide available capacity of $500 million.~~

No shares of common stock were issued under the at-the-market offering program during the three months ended September 30, 2021. During the nine months ended September 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 of $3.6 million. As of September 30, 2021, we have remaining capacity to issue up to approximately $500 million of common stock under the at-the-market offering program.

~~Finance Leases.~~ The Company 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. The Company also has one finance lease for office equipment. The finance leases pay interest between 5% and 21%, have total annual payments ranging from $4,000 to $4.8 million and mature at various dates through December 2050.

~~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 annual payments of $0.1 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 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 9,~~ ~~Debt~~~~, to our consolidated financial statements included herein for further discussion.~~

~~Table of Contents~~

Critical Accounting Policies and Estimates

~~Leases, 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~~

There have been no significant changes 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 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 withcritical accounting standards applicable to long-lived assets as further described in the significant accounting policy “Impairment of Property, Plant and Equipment” in our Annual Report on Form 10-K for the year endedpolicies since 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.

2021. 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 2021 Annual Report.

~~Off-Balance Sheet Arrangements~~

Liquidity and Capital Resources

As of ~~September 30, 2021~~,March 31, 2022, we had cash and cash equivalents totaling $44.6 million, short and long-term restricted cash totaling $86.5 million and short a~~did not~~nd long-term marketable securities totaling $298.5 million. The marketable securities are highly liquid and can be converted to cash when needed for operations. We expect to use our cash, cash equivalents, restricted cash and marketable securities for the following purposes: (i) identification, development, acquisition and construction of new production facilities and to plan for expanded production to fulfill existing off-take agreements, including the Company's Net-Zero Projects; (ii) investment in RNG projects; (iii) development of the Luverne Facility; (iv) development, acquisition and operation of sustainable alcohol-to-SAF plants to produce SAF alone or with partners; (v) operating activities at the Company's corporate headquarters in Colorado, including research and development work; (vi) exploration of strategic alternatives and additional financing, including project financing; and (vii) future debt service obligations. We believe as a result of our cash and cash equivalents balances, and the performance of our current and expected operations, we will be able to meet our obligations and other potential cash requirements during the next 12 months from the date of this report.

Since our inception in 2005, we have ~~any material off-balance sheet arrangements.~~

devoted most of our cash resources to the development and commercialization of isobutanol and related products from renewable feedstocks. We have incurred losses since inception, have a significant accumulated deficit, and expect to incur losses for the foreseeable future. We have financed our operations primarily with proceeds from the 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, the development, acquisition and construction of additional production facilities to support that Company's off-take agreements, the achievement of a level of revenues adequate to support the Company's cost structure, and the ability to raise capital to finance the development, acquisition, and construction of additional productions facilities.

On January 27, 2022, the Company’s stockholders voted to amend the Certificate of Incorporation to increase the total number of authorized shares of common stock from 250 million shares to 500 million shares. 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, on acceptable terms, through arrangements with strategic partners or from other sources. 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.

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,
2022 2021
Net cash used in operating activities $ (12,460) $ (7,165)
Net cash from investing activities $ 7,861 $ (4,630)
Net cash provided by financing activities $ (354) $ 458,780

Operating Activities

Our primary uses of cash from operating activities are personnel-related expenses, research and development-related expenses, including costs incurred under development agreements, costs of licensing of technology, legal-related costs, expenses for development production of isobutanol, ethanol and related products.

During the three months ended March 31, 2022, net cash used for operating activities was $12.5 million compared to $7.2 million for the three months ended March 31, 2021. During the three months ended March 31, 2022, net cash used for operating activities was $12.5 million compared to $7.2 million for the three months ended March 31, 2021. The $5.3 million decrease in operating cash flows was primarily due to increased costs associated with our production of isobutanol and hydrocarbon products for market development, process technology and related process engineering work. In addition, we had increases in personnel expenses to support the growth in business activity, partnership development and Verity Tracking development expenses.

Investing Activities

During the three months ended March 31, 2022, we used $7.9 million in cash for investing activities, of which $71.1 million related to proceeds from sales and maturities of marketable securities, offset by the reinvestment of $31.2 million in marketable securities, and $31.5 million of investments in our capital projects, including $18.3 million in the NW Iowa RNG project, $9.6 million in the Net-Zero 1 project, as well as $3.2 million in development projects at Agri-Energy and Gevo.

We completed the construction of the NW Iowa RNG project and may invest up to an additional $11.4 million for start-up, improvements, and expansions during the remainder of 2022. We currentlyplan to spend approximately $100 million for engineering, development, long-lead equipment deposits, debt financing costs, and project construction equity investment commitments over the next 12 months for the Net-Zero 1 Project.

Financing Activities
During the three months ended March 31, 2022, we used $0.4 million in cash from financing activities, which primarily consisted of $0.2 million net settlement of common stock for taxes under our stock plans and $0.1 million of interest on certain equipment loans.

Item 3. Quantitative and Qualitative Disclosures About Market ~~Risk~~Risk.

There have been no material changes since our disclosure in “Quantitative and Qualitative Disclosures About Market Risk” included in Part II, Item 7A of our 2021 Annual Report.

~~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.~~

~~Table of Contents~~

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

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

~~Management, including~~

During the fiscal period covered by this report, our management, with the participation of our Chief Executive Officer and ~~our~~ Chief Financial Officer, ~~conducted~~carried out an evaluation ~~(pursuant to Rule 13a-15(b) of the Exchange Act)~~ of the effectiveness of the design and operation of our disclosure controls and pr~~ocedures as~~procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the ~~end of the period covered by this Report.~~Exchange Act). Based on ~~this~~such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of March 31, 2022, our disclosure controls and procedures were effective to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act are recorded, processed, summarized and reported within the required time periods and are designed to ensure that information required to be disclosed in our reports is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer as ~~of September~~ appropriate, to allow timely decisions regarding required disclosure.

~~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 provi~~de 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 ~~was~~were no ~~change in our internal control over financial reporting~~changes that occurred during the ~~quarter~~three months ended ~~September 30, 2021~~March 31, 2022, that have materially affected, or isare reasonably likely to materially affect, our internal control over financial reporting.

4433

~~Table of Contents~~

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, other disputes and regulatory proceedings that we believe to be material and we are not aware of any pending or threatened ~~litigation~~proceedings against us that we believe could have a material adverse effect on our business, operating results, financial condition or cash flows.

In February 2022, an incident occurred at one of the anaerobic digesters that is part of NW Iowa RNG that resulted in the accidental discharge of a mixture of water and manure into the environment. We promptly notified the Iowa Department of Natural Resources (the "DNR") and began mitigation work to minimize the impact of the discharge. The DNR has issued a notice of violation in connection with the discharge.

Item 1A. Risk Factors.

You should carefully consider the risk factors discussed in Part I, Item 1A. “Risk Factors” in our 2021 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 2021 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 to~~increase~~~~the~~~~number~~of~~authorized~~~~shares~~~~of our common stock available for issuance.~~

We have 250,000,000 authorized shares of common stock. As of October 29, 2021, we had 201,879,978 shares of common stock outstanding and 13,693,244 shares of common stock reserved for future issuance related to the Gevo, Inc. 2010 Stock Incentive Plan and warrants. As a result, as of October 29, 2021, we had approximately 34,426,778 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 October 29, 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.

We will require substantial additional financings to achieve our goals, and a failure to obtain this capital when needed or on acceptable terms could force us to delay, limit, reduce or terminate our development and commercialization efforts.

We operate in a capital-intensive industry and will need substantial amount of capital to execute on our business plans. We believe that we will continue to expend substantial resources for the foreseeable future on further developing our business, including developing, constructing, financing and acquiring facilities necessary for the production of our products on a commercial scale. These expenditures will include costs associated with our Net-Zero Projects, research and development, modifying and expanding the Luverne Facility to produce our products, developing biogas processing projects and wind projects, obtaining government and regulatory approvals, acquiring or constructing storage facilities and negotiating supply agreements for the products we produce. In addition, other unanticipated costs may arise. Because the costs of developing our technology at a commercial scale are highly uncertain, we cannot reasonably estimate the amounts necessary to successfully commercialize our production.

To date, we have funded our operations primarily through equity offerings, issuances of debt and revenues earned primarily from the sale of ethanol and related products. Based on our current plans and expectations, we will require additional funding to achieve our goals. In addition, the cost of preparing, filing, prosecuting, maintaining and enforcing patent, trademark and other intellectual property rights and defending against claims by others that we may be violating their intellectual property rights may be significant. Moreover, our plans and expectations may change as a result of factors currently unknown to us, and we may need additional funds sooner than planned and may seek to raise additional funds through public or private debt or equity financings in the near future. We may also choose to seek additional capital sooner than required due to favorable market conditions or strategic considerations.

~~Table of Contents~~

~~Our future capital requirements will depend on many factors, including:~~

~~• the timing of and costs involved in financing and constructing our Net-Zero Project, including our Net-Zero 1 Project;~~

~~• the timing of and costs involved in obtaining permits;~~

~~• the ability for us to deploy strains of yeast with improved performance that help to lower capital cost;~~

~~• the timing and costs associated with constructing our RNG project;~~

~~• the costs involved in making changes to our operations at the Luverne Facility;~~

~~• the timing of and the costs involved in developing adequate storage facilities for the products we produce;~~

~~• our ability to gain market acceptance for isobutanol as a raw material for the production of renewable hydrocarbons and as a specialty chemical and gasoline blendstock;~~

~~• our ability to negotiate additional supply agreements for the products we produce, and the timing and terms of those agreements, including terms related to sales price;~~

~~• our ability to negotiate sales of our products and the timing and terms of those sales, including terms related to sales price;~~

~~• our ability to sell the iDGs left as a co-product of fermenting isobutanol from corn as animal feedstock;~~

~~• our ability to establish and maintain strategic partnerships, licensing or other arrangements and the timing and terms of those arrangements; and~~

• the cost of preparing, filing, prosecuting, maintaining, defending and enforcing patent, trademark and other intellectual property claims, including litigation costs and the outcome of such litigation.

Additional funds may not be available when we need them, on terms that are acceptable to us, or at all. If needed funds are not available to us on a timely basis, we may be required to delay, limit, reduce or terminate:

~~• our Net-Zero Projects, including the Net-Zero 1 Project;~~

~~• our plans to enter into agreements with strategic partners;~~

~~• our production of products at the Luverne Facility;~~

~~• our development of RNG products;~~

~~• our production of renewable hydrocarbons at the South Hampton Facility, or any other future facilities;~~

• our efforts to prepare, file, prosecute, maintain and enforce patent, trademark and other intellectual property rights and defend against claims by others that we may be violating their intellectual property rights; and/or

~~• our activities in developing storage capacity and negotiating and performing under supply agreements that may be necessary for the commercialization of our products.~~

~~Table of Contents~~

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

~~Issuer Purchases~~

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

July 1, 2021 - July 31, 2021 (1) 749,890 $ 6.85 — —
August 1, 2021 - August 31, 2021 — $ — — —
September 1, 2021 - September 30, 2021 — $ — — —

Total

749,890

$
6.85

—

—

equity securities by the issuer:


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, 2022 - January 31, 2022	—	$	—	—	—
February 1, 2022 - February 28, 2022	—	$	—	—	—
March 1, 2022 - March 31, 2022 (1)	66,348	$	3.33	—	—

Total	66,348	$	3.33	—	—

(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.

4735

~~Table of Contents~~

Item 6. Exhibits.

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

Exhibit
Number

Description

Previously Filed

Filed
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

Exhibit

Number

Description

Previously Filed

Filed

Herewith

Form

File No.

Filing Date

Exhibit

3.1

Amended and Restated Certificate of Incorporation of Gevo, Inc.

10-K

001-35073

February 24, 2022

3.1

3.2

Second Amended and Restated Bylaws of Gevo, Inc.

8-K

001-35073

November 24, 2021

3.1

4.1

Form of Gevo, Inc. Common Stock Certificate.

S-1

333-168792

January 19, 2011

4.1

4.3

Form of Series 2020-A Warrant to Purchase Common Stock.

8-K

001-35073

July 8, 2020

4.1

10.1 +

Fuel Sales Agreement, dated March 18, 2022, by and between Gevo, Inc. and British Airways plc.

8-K

001-35073

March 21, 2022

10.1

10.2 +

Fuel Sales Agreement, dated March 16, 2022, by and between Gevo, Inc. and Delta Air Lines, Inc.

8-K

001-35073

March 22, 2022

10.1

31.1

Section 302 Certification of the Principal Executive Officer.

31.2

Section 302 Certification of the Principal Financial Officer.

32.1

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

101.INS

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

101.SCH

Inline XBRL Taxonomy Extension Schema

101.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase

101.DEF

Inline XBRL Taxonomy Extension Definition Linkbase

101.LAB

Inline XBRL Taxonomy Extension Label Linkbase

101.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase

4836

~~Table of Contents~~

Exhibit
Number

Description

Previously Filed

Filed
Herewith

Form

File No.

Filing Date

Exhibit

4.2

Form of Series K Warrant to Purchase Common Stock

8-K

001-35073

February 22, 2017

4.1

4.3 Form of Series 2020-A Warrant to Purchase Common Stock. 8-K 001-35073 July 8, 2020 4.1
10.1+ Base Contract for Sale and Purchase of Natural Gas, dated July 22, 2021, by and between Gevo NW Iowa RNG, LLC, BP Canada Energy Marketing Corp. and BP Products North America Inc. 8-K 001-35073 August 9, 2021 10.1
10.2+ Special Provisions Attached to and Forming Part of the Base Contract for Sale and Purchase of Natural Gas dated July 22, 2021, by and between Gevo NW Iowa RNG, LLC, BP Canada Energy Marketing Corp. and BP Products North America Inc. 8-K 001-35073 August 9, 2021 10.2
10.3+ Biogas Supply Addendum – Vehicle Fuel Segment-Supply Side, dated July 22, 2021, by and between Gevo NW Iowa RNG, LLC, BP Canada Energy Marketing Corp. and BP Products North America Inc. 8-K 001-35073 August 9, 2021 10.3
10.4+ Transaction Confirmation relating to the Base Contract, by and between Gevo NW Iowa RNG, LLC and BP Canada Energy Marketing Corp. 8-K 001-35073 August 9, 2021 10.4
10.5 Amendment to At-The-Market Offering Agreement, dated September 9, 2021, between Gevo, Inc. and H.C. Wainwright & Co., LLC. 8-K 001-35073 September 9, 2021 10.1
10.6+ Asset Purchase Agreement, date September 21, 2021, between Butamax Advanced Biofuels LLC and Danisco US Inc., and Gevo, Inc. 8-K 001-35073 September 23, 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 September 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)

Exhibit

Number

Description

Previously Filed

Filed

Herewith

Form

File No.

Filing Date

Exhibit

104

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


+			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~~is the ~~Company if publicly disclosed.~~type of information that the registrant treats as private or confidential.


**			Furnished herewith.

4937

~~Table of Contents~~

SIGNATURES

~~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)

~~Gevo, Inc.~~ ~~(REGISTRANT)~~
By:		/s/ Alisher Nurmat

~~By:~~	~~/s/ Carolyn M. Romero~~
	~~Carolyn M. Romero,~~ Alisher Nurmat, CPA ~~Chief Accounting Officer~~ Vice President and Controller (Principal Accounting Officer)

Date: ~~November 10, 2021~~

May 9, 2022

5038

	September 30, 2021			December 31, 2020
Assets
Current assets
Cash and cash equivalents	$	16,201		$	78,338
Marketable securities (current)		285,236			0
Restricted cash (current)		49,804			0
Accounts receivable, net		513			527
Inventories		2,341			2,491
Prepaid expenses and other current assets		7,243			1,914
Total current assets		361,338			83,270

Property, plant and equipment, net		102,163			66,408
Long-term marketable securities		101,003			0
Long-term restricted cash		70,168			0
Operating right-of-use assets		1,591			133
Finance right-of-use assets		27,665			176
Intangible assets, net		9,098			114
Deposits and other assets		2,329			1,998

Total assets	$	675,355		$	152,099

Liabilities
Current liabilities
Accounts payable and accrued liabilities	$	24,582		$	3,943
Operating lease liabilities (current)		0			172
Finance lease liabilities (current)		2,727			10
Loans payable - other (current)		165			807
Total current liabilities		27,474			4,932

2021 Bonds payable (long-term)		66,303			0
Loans payable - other (long-term)		357			447
Operating lease liabilities (long-term)		1,732			0
Finance lease liabilities (long-term)		19,598			162
Other long-term liabilities		91			179
Total liabilities		115,555			5,720

Commitments and Contingencies (See Note 12)

Stockholders' Equity
Common stock, $0.01 par value per share; 250,000,000 authorized; 201,879,978 and 128,138,311 shares issued and outstanding at September 30, 2021 and December 31, 2020, respectively.		2,019			1,282
Additional paid-in capital		1,098,939			643,269
Accumulated other comprehensive loss		(296	)		0
Accumulated deficit		(540,862	)		(498,172	)
Total stockholders' equity		559,800			146,379

Total liabilities and stockholders' equity	$	675,355		$	152,099

	Three Months Ended September 30,						Nine Months Ended September 30,
	2021			2020			2021			2020
Revenue and cost of goods sold
Ethanol sales and related products, net	$	16		$	21		$	16		$	3,804
Hydrocarbon revenue		104			101			463			1,085
Other revenue		22			70			178			116
Total revenues		142			192			657			5,005

Cost of goods sold		3,482			2,260			8,270			13,043

Gross loss		(3,340	)		(2,068	)		(7,613	)		(8,038	)

Operating expenses
Research and development expense		1,541			870			4,323			2,127
Selling, general and administrative expense		9,335			2,892			18,027			8,179
Preliminary stage project costs		313			323			8,512			700
Loss on disposal of assets		183			0			5,137			38
Restructuring expenses		0			(50	)		0			254
Total operating expenses		11,372			4,035			35,999			11,298

Loss from operations		(14,712	)		(6,103	)		(43,612	)		(19,336	)

Other income (expense)
Gain on forgiveness of SBA Loans		0			0			641			0
Interest expense		(67	)		(473	)		(78	)		(1,559	)
(Loss) on modification of 2020 Notes		0			0			0			(726	)
(Loss) on conversion of 2020/21 Notes to common stock		0			(543	)		0			(543	)
Gain (loss) from change in fair value of derivative warrant liability		6			0			(4	)		8
Gain (loss) from change in fair value of 2020/21 Notes embedded derivative liability		0			247			0			(29	)
Other income (expense), net		393			36			363			53
Total other income (expense), net		332			(733	)		922			(2,796	)

Net loss	$	(14,380	)	$	(6,836	)	$	(42,690	)	$	(22,132	)

Net loss per share - basic and diluted	$	(0.07	)	$	(0.09	)	$	(0.22	)	$	(0.62	)

Weighted-average number of common shares outstanding - basic and diluted		199,341,519			77,049,896			193,739,605			35,682,794

	Common Stock				Paid-In			Accumulated Other Comprehensive			Accumulated			Stockholders’
	Shares		Amount		Capital			Loss			Deficit			Equity

Balance, June 30, 2021		197,964,476	$	1,980	$	1,100,932		$	(307	)	$	(526,482	)	$	576,123

Issuance of common stock, net of issue costs		0		0		(162	)		0			0			(162	)
Non-cash stock-based compensation		—		0		1,880			0			0			1,880
Issuance of common stock under stock plans, net of taxes		3,915,502		39		(3,711	)		0			0			(3,672	)
Other comprehensive income		—		0		0			11			0			11
Net loss		—		0		0			0			(14,380	)		(14,380	)

Balance, September 30, 2021		201,879,978	$	2,019	$	1,098,939		$	(296	)	$	(540,862	)	$	559,800

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		456,801			0			0			457,483
Issuance of common stock upon exercise of warrants		1,866,758		18		1,103			0			0			1,121
Non-cash stock-based compensation		—		0		3,300			0			0			3,300
Issuance of common stock under stock plans, net of taxes		3,704,330		37		(5,534	)		0			0			(5,497	)
Other comprehensive loss		—		0		0			(296	)		0			(296	)
Net loss		—		0		0			0			(42,690)			(42,690	)

Balance, September 30, 2021		201,879,978	$	2,019	$	1,098,939		$	(296	)	$	(540,862	)	$	559,800

Balance, June 30, 2020		15,514,098	$	154	$	533,015		$	0		$	(473,282	)	$	59,887

Issuance of common stock and common stock warrants, net of issue costs		42,772,687		428		61,265			0			0			61,693
Issuance of common stock upon exercise of warrants		52,953,400		530		16,117			0			0			16,647
Issuance of common stock upon conversion of 2020/21 Notes		4,169,426		42		2,441			0			0			2,483
Issuance of common stock in exchange for services rendered		101,730		1		93			0			0			94
Non-cash stock-based compensation		—		0		642			0			0			642
Issuance of common stock under stock plans, net of taxes		4,066,862		41		(62	)		0			0			(21	)
Net loss		—		0		0			0			(6,836	)		(6,836	)

Balance, September 30, 2020		119,578,203	$	1,196	$	613,511		$	0		$	(480,118	)	$	134,589

Balance, December 31, 2019		14,083,232	$	141	$	530,349		$	0		$	(457,986	)	$	72,504

Issuance of common stock and common stock warrants, net of issue costs		44,115,808		441		63,405			0			0			63,846
Issuance of common stock upon exercise of warrants		52,953,400		530		16,117			0			0			16,647
Issuance of common stock upon conversion of 2020/21 Notes		4,169,426		42		2,441			0			0			2,483
Issuance of common stock in exchange for services rendered		101,730		1		93			0			0			94
Non-cash stock-based compensation		—		0		1,475			0			0			1,475
Issuance of common stock under stock plans, net of taxes		4,154,607		41		(369	)		0			0			(328	)
Net loss		—		0		0			0			(22,132	)		(22,132	)

Balance, September 30, 2020		119,578,203	$	1,196	$	613,511		$	0		$	(480,118	)	$	134,589

Schedule of cash, cash equivalents and restricted cash	Nine Months Ended September 30,
	2021		2020

Cash and cash equivalents	$	16,201	$	80,621
Restricted cash (current)		49,804		0
Long-term restricted cash		70,168		0

Total cash, cash equivalents and restricted cash	$	136,173	$	80,621

	September 30, 2021

Bond proceeds	$	68,995
Disbursement of funds		(20,005	)
Interest paid on bonds		(216	)
Interest income		10

Total restricted cash held by bond trustee	$	48,784

	September 30, 2021
	Gross Carrying Amount		Accumulated Amortization			Identifiable Intangible Assets, Net		Weighted-Average Useful Life (Years)
Finite-lived intangible assets:
Patents	$	4,496	$	(202	)	$	4,294		7.3
Defensive assets		4,804		0			4,804		8.4

Identifiable intangible assets	$	9,300	$	(202	)	$	9,098		7.9

	December 31, 2020
	Gross Carrying Amount		Accumulated Amortization			Identifiable Intangible Assets, Net		Weighted-Average Useful Life
Finite-lived intangible assets:
Patents	$	300	$	(186	)	$	114		5.2

	Three Months Ended September 30, 2021
Major Goods/Service Line	Revenues from Contracts with Customers		Other Revenues			Total

Ethanol sales and related products, net	$	16	$	0		$	16
Hydrocarbon revenue		104		0			104
Other revenue		0		22			22

	$	120	$	22		$	142
Timing of Revenue Recognition
Goods transferred at a point in time	$	120	$	(3	)	$	117
Services transferred over time		0		25			25

	$	120	$	22		$	142

	Nine Months Ended September 30,
	2021		2020
Lease Cost
Finance lease cost:
Amortization of right-of use assets (1)	$	930	$	1
Interest on lease liabilities (2)		627		2
Operating lease cost		192		545
Short-Term lease cost		1,003		556
Variable lease cost (3)		164		108

Total lease cost	$	2,916	$	1,212

Year Ending December 31,	Operating Leases			Finance Leases

2021 (remaining)	$	(241	)	$	1,950
2022		265			3,800
2023		297			1,708
2024		305			1,725
2025		315			1,738
2026 and thereafter		1,030			21,636
Total		1,971			32,557
Less: Amounts representing present value discounts		(374	)	(10,232		)

Total lease liabilities		1,597			22,325
Less: current portion		135			(2,727	)
Long-term portion	$	1,732		$	19,598


Year ending December 31,	Operating Leases		Finance Leases

2022 (remaining)	$	447	$	2,204
2023	528		1,713
2024	305		1,729
2025	315		1,743
2026	324		1,781
2027 and thereafter	706		22,130
Total	2,625		31,300
Less: Amounts representing present value discounts	371		9,868

Total lease liabilities	2,254		21,432
Less: current portion	416		4,029
Long-term portion	$	1,838	$	17,403

	September 30,		December 31,
	2021		2020
Raw materials
Corn	$	237	$	0
Enzymes and other inputs		171		133
Nutrients		1		1
Palladium		267		235
Work in process		55		5
Finished goods
Isobutanol		36		0
SAF, Isooctane and Isooctene		211		756
Spare parts		1,363		1,361

Total inventories	$	2,341	$	2,491

	Useful Life			September 30,			December 31,
	(in years)			2021			2020

Luverne retrofit asset		20		$	70,820		$	70,820
Plant machinery and equipment		10			17,949			17,374
Site improvements		10			7,157			7,157
Lab equipment, furniture and fixtures and vehicles		5			6,935			6,396
Demonstration plant		2			3,597			3,597
Buildings		10			2,543			2,543
Leasehold improvements, pilot plant, land and support equipment	2	to	7		2,523			2,523
Computer, office equipment and software	3	to	6		2,240			1,983
Construction in progress		—			51,033			13,132

Total property, plant and equipment					164,797			125,525
Less accumulated depreciation and amortization					(62,634	)		(59,117	)

Property, plant and equipment, net				$	102,163		$	66,408

	Three Months Ended September 30,
	2021		2020

Cost of goods sold	$	1,098	$	1,418
Operating expenses		96		52

Total depreciation and amortization	$	1,194	$	1,470

	Issuance Date	Expiration Date	Exercise Price as of September 30, 2021		Shares Underlying Warrants on Issuance Date		Shares Issued upon Warrant Exercises as of September 30, 2021		Shares Underlying Warrants Outstanding as of September 30, 2021

Series K Warrants	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		29,909,392		90,608

						30,315,986		30,218,252		97,734

	Common Stock Issued		Proceeds
Series K Warrants		200	$	1
Series 2020-A Warrants		1,866,558		1,120
		1,866,758	$	1,121

	Interest Rate			Maturity Date			September 30, 2021			December 31, 2020

2021 Bonds		1.5%		January 2042			$	66,303		$	0
SBA Loans		1.0%		April 2025				344			1,006
Equipment	4%	to	5%	February 2022	to	December 2024		178			248

Total loans payable - other								66,825			1,254
Less current portion								(165	)		(807	)

Long-term portion							$	66,660		$	447

Year Ending December 31,

2021 (remaining)	$	44
2022		161
2023		159
2024		66,432
2025		29

	$	66,825

					Weighted-
					Average
			*Weighted-*		*Remaining*
			*Average*		*Contractual*	*Aggregate*
	*Number of*		*Exercise*		*Term*	*Intrinsic*
	*Options*		*Price (1)*		*(years)*	*Value*

Options outstanding at December 31, 2020	1,552		$	556.13	5.6	$	—
Granted	4,670,324		$	4.98
Canceled or forfeited	(1,597	)	$	130.67
Exercised	0		$	0

Options outstanding at September 30, 2021	4,670,279		$	5.12	9.9	$	7,750,148

Options exercisable at September 30, 2021	1,515		$	431.34	4.9	$	0

Options vested and expected to vest at September 30, 2021	4,435,359		$	5.12	9.9	$	7,360,181

Period Ended		Total Stock Options Granted		Weighted-Average Exercise Price			Weighted-Average Expected Term		Weighted Average Volatility		Weighted-Average Risk-Free Interest Rate		Expected Dividends			Weighted-Average Grant Date Fair Value
September 30, 2021		4,670,324		$	4.98		5.75 years		144%		0.87%		$	0		$	4.57

				Fair Value Measurements at September 30, 2021 (In thousands)
	Fair Value at September 30, 2021			Quoted Prices in Active Markets for Identical Assets (Level 1)			Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Recurring
Marketable securities
U.S. Treasury notes	$	266,892		$	266,892		$	0	$	0
U.S. Government-sponsored enterprise securities		119,347			119,347			0		0

Other
Liability-classified restricted stock awards		(904	)		(904	)		0		0
Derivative warrant liability		(35	)		0			0		(35	)
Total	$	385,300		$	385,335		$	0	$	(35	)

Nonrecurring
Corn and palladium	$	504		$	504		$	0	$	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	$	0	$	0	$	31

Nonrecurring
Corn and palladium and finished goods inventory	$	866	$	235	$	631	$	0

	Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
	Derivative Warrant Liability

Balance, December 31, 2020	$	31

Total loss included in earnings		4

Balance, September 30, 2021	$	35

Sales proceeds	$	34,332
Amortized cost		(34,365	)

Realized (loss)	$	(34	)

	September 30, 2021
	Carrying Value		Estimated Fair Value

2021 Bonds	$	68,155	$	69,075


	March 31, 2022
	Carrying Value		Estimated Fair Value

2021 Bonds	$	68,155	$	66,657

	Three Months Ended September 30,
(in thousands)	2021			2020			Change
Revenue and cost of goods sold
Ethanol sales and related products, net	$	16		$	21		$	(5	)
Hydrocarbon revenue		104			101			3
Grant and other revenue		22			70			(48	)
Total revenues		142			192			(50	)

Cost of goods sold		3,482			2,260			1,222

Gross loss		(3,340	)		(2,068	)		(1,272	)

Operating expenses
Research and development expense		1,541			870			671
Selling, general and administrative expense		9,335			2,892			6,443
Preliminary stage project costs		313			323			(10	)
Loss on disposal of assets		183			—			183
Restructuring expenses		—			(50	)		50

Total operating expenses		11,372			4,035			7,337

Loss from operations		(14,712	)		(6,103	)		(8,609	)

Other income (expense)
Interest expense		(67	)		(473	)		406
(Loss) on conversion of 2020/21 Notes to common stock		—			(543	)		543
Gain from change in fair value of derivative warrant liability		6			—			6
Gain from change in fair value of 2020/21 Notes embedded derivative liability		—			247			(247	)
Other income (expense), net		393			36			357

Total other income (expense), net		332			(733	)		1,065

Net loss	$	(14,380	)	$	(6,836	)	$	(7,544	)

	Nine Months Ended September 30,
*(in thousands)*	2021			2020			Change
Revenue and cost of goods sold
Ethanol sales and related products, net	$	16		$	3,804		$	(3,788	)
Hydrocarbon revenue		463			1,085			(622	)
Grant and other revenue		178			116			62
Total revenues		657			5,005			(4,348	)

Cost of goods sold		8,270			13,043			(4,773	)

Gross loss		(7,613	)		(8,038	)		425

Operating expenses
Research and development expense		4,323			2,127			2,196
Selling, general and administrative expense		18,027			8,179			9,848
Preliminary stage project costs		8,512			700			7,812
Loss on disposal of assets		5,137			38			5,099
Restructuring expenses		—			254			(254	)

Total operating expenses		35,999			11,298			24,701

Loss from operations		(43,612	)		(19,336	)		(24,276	)

Other income (expense)
Gain on forgiveness of SBA loans		641			—			641
Interest expense		(78	)		(1,559	)		1,481
(Loss) from modification of 2020 Notes		—			(726	)		726
(Loss) on conversion of 2020/21 Notes to common stock		—			(543	)		543
(Loss) gain from change in fair value of derivative warrant liability		(4	)		8			(12	)
(Loss) from change in fair value of 2020/21 Notes embedded derivative liability		—			(29	)		29
Other income (expense), net		363			53			310

Total other income (expense), net		922			(2,796	)		3,718

Net loss	$	(42,690	)	$	(22,132	)	$	(20,558	)

Exhibit Number		Description	Previously Filed				Filed 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