UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File Number
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of | (I.R.S. Employer |
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(Address of principal executive offices) | (Zip Code) |
(
(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 |
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.
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).
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 | ☐ |
☒ | 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
As of May 1, 2024,
GEVO, INC.
FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2024
TABLE OF CONTENTS
2
PART I: FINANCIAL INFORMATION
Item 1. Financial Statements.
GEVO, INC.
CONSOLIDATED BALANCE SHEETS
(Unaudited, in thousands, except share and per share amounts)
| Note |
| March 31, 2024 |
| December 31, 2023 | |||
Assets |
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Current assets |
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Cash and cash equivalents |
|
| $ | | $ | | ||
Restricted cash |
| 5 |
| — |
| | ||
Trade accounts receivable, net |
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| |
| | ||
Inventories |
| 8 |
| |
| | ||
Prepaid expenses and other current assets |
| 6 |
| |
| | ||
Total current assets |
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| |
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Property, plant and equipment, net |
| 9, 20 |
| |
| | ||
Restricted cash |
| 5 |
| |
| — | ||
Operating right-of-use assets |
| 7 |
| |
| | ||
Finance right-of-use assets |
| 7 |
| |
| | ||
Intangible assets, net |
| 10 |
| |
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Deposits and other assets |
| 11 |
| |
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Total assets |
| $ | | $ | | |||
Liabilities |
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Current liabilities |
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Accounts payable and accrued liabilities |
| 12, 20 | $ | | $ | | ||
Operating lease liabilities |
| 7 |
| |
| | ||
Finance lease liabilities |
| 7 |
| |
| | ||
Loans payable |
| 13 |
| |
| | ||
2021 Bonds payable, net | 13 | — | | |||||
Total current liabilities |
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|
| |
| | ||
2021 Bonds payable, net |
| 13 |
| |
| — | ||
Loans payable |
| 13 |
| — |
| | ||
Operating lease liabilities |
| 7 |
| |
| | ||
Finance lease liabilities |
| 7 |
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Total liabilities |
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Stockholders' Equity |
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Common stock, $ |
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Additional paid-in capital |
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Accumulated deficit |
|
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| ( |
| ( | ||
Total stockholders' equity |
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| |
| | ||
Total liabilities and stockholders' equity |
|
| $ | | $ | | ||
See the accompanying Notes to the Consolidated Financial Statements.
3
GEVO, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited, in thousands, except share and per share amounts)
|
| Three Months Ended March 31, | ||||||
| Note |
| 2024 |
| 2023 | |||
Total operating revenues |
| 2, 20 | $ | | $ | | ||
Operating expenses: |
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|
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Cost of production |
| 14 |
| | | |||
Depreciation and amortization |
| 9, 10 |
| | | |||
Research and development expense |
| 14 |
| | | |||
General and administrative expense | | | ||||||
Project development costs |
| 14 |
| | | |||
Facility idling costs |
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Total operating expenses |
| 14 |
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Loss from operations |
|
| ( |
| ( | |||
Other income (expense) |
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Interest expense |
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|
| ( | ( | |||
Interest and investment income |
| 4, 5, 17 |
| | | |||
Other income (expense), net |
|
|
| | ( | |||
Total other income, net |
|
|
| |
| | ||
Net loss |
|
| $ | ( | $ | ( | ||
Net loss per share - basic and diluted |
| 3 | ( | ( | ||||
Weighted-average number of common shares outstanding - basic and diluted |
| 3 |
| | | |||
See the accompanying Notes to the Consolidated Financial Statements.
4
GEVO, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(Unaudited, in thousands)
Three Months Ended March 31, | ||||||||
| Note |
| 2024 |
| 2023 | |||
Net loss |
|
| $ | ( | $ | ( | ||
Other comprehensive income: |
|
|
| |||||
Unrealized gain on available-for-sale securities | 4 |
| — |
| | |||
Comprehensive loss |
| $ | ( | $ | ( | |||
See the accompanying Notes to the Consolidated Financial Statements.
5
GEVO, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(Unaudited, in thousands, except share amounts)
For the Three Months Ended March 31, 2024 and 2023 | |||||||||||||||||||
Common Stock | Accumulated Other | Accumulated | Stockholders’ | ||||||||||||||||
| Note |
| Shares |
| Amount |
| Paid-In Capital |
| Comprehensive Loss |
| Deficit |
| Equity | ||||||
Balance, December 31, 2023 |
|
|
| |
| $ | |
| $ | |
| $ | — |
| $ | ( |
| $ | |
Non-cash stock-based compensation |
| 14 |
| — |
| — |
| |
| — |
| — |
| | |||||
Stock-based awards and related share issuances, net |
| 18 |
| |
| |
| |
| — |
| — |
| | |||||
Repurchase of common stock | 18 | ( | ( | ( | — | — | ( | ||||||||||||
Net loss |
|
|
| — |
| — |
| — |
| — |
| ( |
| ( | |||||
Balance, March 31, 2024 |
|
|
| | $ | | $ | | $ | — | $ | ( | $ | | |||||
Balance, December 31, 2022 |
|
|
| |
| $ | |
| $ | |
| $ | ( |
| $ | ( |
| $ | |
Non-cash stock-based compensation |
| 14 |
| — |
| — |
| |
| — |
| — |
| | |||||
Stock-based awards and related share issuances, net | 18 | | | ( | — | — | | ||||||||||||
Other comprehensive income |
|
|
| — |
| — |
| — |
| |
| — |
| | |||||
Net loss |
|
|
| — |
| — |
| — |
| — |
| ( |
| ( | |||||
Balance, March 31, 2023 |
|
|
| | $ | | $ | | $ | ( | $ | ( | $ | | |||||
See the accompanying Notes to the Consolidated Financial Statements.
6
GEVO, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited, in thousands)
Three Months Ended March 31, | ||||||||
| Note |
| 2024 |
| 2023 | |||
Operating Activities |
|
|
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Net loss |
|
| $ | ( | $ | ( | ||
Adjustments to reconcile net loss to net cash used in operating activities: |
|
|
| |||||
Stock-based compensation |
| 14 |
| |
| | ||
Depreciation and amortization |
| 9, 10 |
| |
| | ||
Amortization of marketable securities discount |
| 4 |
| |
| ( | ||
Other noncash expense |
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|
| |
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Changes in operating assets and liabilities: |
|
|
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Accounts receivable |
|
|
| |
| ( | ||
Inventories |
| 8 |
| ( |
| | ||
Prepaid expenses and other current assets, deposits and other assets |
| 6, 11 |
| ( |
| ( | ||
Accounts payable, accrued expenses and non-current liabilities |
| 12 |
| ( |
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Net cash used in operating activities |
|
|
| ( |
| ( | ||
Investing Activities |
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Acquisitions of property, plant and equipment |
| 9, 20 |
| ( |
| ( | ||
Proceeds from maturity of marketable securities |
| 4 |
| |
| | ||
Proceeds from sale of property, plant and equipment | 9 | |
| | ||||
Net cash (used in) provided by investing activities |
|
|
| ( |
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Financing Activities |
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|
|
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Payment of loans payable |
| 13 |
| ( |
| ( | ||
Payment of finance lease liabilities |
| 7 |
| ( |
| ( | ||
Repurchases of common stock | 18 | ( | | |||||
Net cash used in by financing activities |
|
|
| ( |
| ( | ||
Net (decrease) increase in cash and cash equivalents |
|
|
| ( |
| | ||
Cash, cash equivalents and restricted cash at beginning of period |
|
|
| |
| | ||
Cash, cash equivalents and restricted cash at end of period |
|
| $ | | $ | | ||
| Three Months Ended March 31, | |||||
Schedule of cash, cash equivalents and restricted cash | 2024 |
| 2023 | |||
Cash and cash equivalents | $ | | $ | | ||
Restricted cash (current) |
| — |
| | ||
Restricted cash (non-current) |
| |
| | ||
Total cash, cash equivalents and restricted cash | $ | | $ | | ||
| Three Months Ended March 31, | |||||
Supplemental disclosures of cash and non-cash investing and financing transactions | 2024 |
| 2023 | |||
Cash paid for interest | $ | | $ | | ||
Non-cash purchase of property, plant and equipment | $ | | $ | | ||
Right-of-use asset purchased with operating lease | $ | | $ | — | ||
See the accompanying Notes to the Consolidated Financial Statements.
7
1. | Nature of Business, Financial Condition and Basis of Presentation |
Nature of business.
Gevo, Inc. (Nasdaq: GEVO) (“Gevo”, “we”, “us”, “our”, or the “Company,” which, unless otherwise indicated, refers to Gevo, Inc. and its subsidiaries), a Delaware corporation founded in 2005, is a growth-oriented, carbon abatement company with the mission of solving greenhouse gas (“GHG”) emissions for those sectors of the transportation industry that are not amenable to electrification or hydrogen.
The Company is focused on transforming renewable energy into energy-dense liquid drop-in hydrocarbons that can be used as renewable fuels, such as sustainable aviation fuel (“SAF”) and other fuels and chemicals, with the potential to achieve a “net-zero” GHG, or even carbon negative footprint measured by the Argonne National Laboratory’s GREET (Greenhouse gases, Regulated Emissions, and Energy use in Transportation) model (the “GREET Model”) to measure, predict and verify GHG emissions across the life-cycle. Our “net-zero” concept means production of drop-in hydrocarbon fuels by using sustainably grown feedstocks (e.g., low till, no-till and dry corn cultivation), renewable and substantially decarbonized energy sources, resulting in a net-zero carbon footprint from the full life cycle of the fuel measured from the capture of renewable carbon through the burning of the fuel.
Gevo’s primary market focus, given current demand and growing customer interest, is SAF. The Company believes that SAF from carbohydrates to alcohol is the most economically viable approach for carbon abatement. The Company also has commercial opportunities for other renewable hydrocarbon products, such as (i) renewable natural gas, also known as biogas (“RNG”), (ii) hydrocarbons for gasoline blendstocks and diesel fuel, and (iii) plastics, materials and other chemicals. We are engaged in technology, process and intellectual property development targeted to large scale deployment of net-zero hydrocarbon fuels and chemicals. We are developing the marketplace and customers for SAF and other related products. We also are engaged as a developer and enabler/licensor for large scale commercial production, and we expect to be a co-investor on certain projects. Gevo’s business model is that of a developer of projects, a licensor, process technology developer, and operator of certain assets in the future.
Net-Zero Projects
In early 2021, we announced our proprietary “Net-Zero Projects” that we are developing and engineering as a series of planned facilities to produce energy dense liquid hydrocarbons using renewable energy and our proprietary technology. Our Net-Zero Projects will convert renewable energy (e.g., photosynthetic, wind, RNG) from a variety of sources into energy dense liquid hydrocarbons that, when burned in traditional engines, has the potential to achieve net-zero GHG emissions across the whole lifecycle of the liquid fuel: from the way carbon is captured from the atmosphere, processed to make liquid fuel products, and burned as a fuel for planes, cars, trucks, and ships. Gevo owns our Net-Zero plant designs and the overall Gevo Net-Zero process (i.e., the process to enable carbon-negative olefins, and hydrocarbon fuels with an anticipated net-zero or better carbon footprint measured across the lifecycle of the whole processes). The proprietary Gevo Net-Zero processes and plant designs are based upon the conversion of carbohydrates to alcohols, then the conversion of the alcohols to olefins (i.e., building blocks for chemicals, plastics, and fuels), and then the conversion of the olefins into fuels, all optimized and integrated to achieve a net-zero carbon footprint. In the fermentation section of our plant design, we work with Fluid Quip Technologies, LLC and PRAJ Industries Limited (“PRAJ”), as well as other suppliers of unit operations, and using Axens North America, Inc. (“Axens”) as the unit operation technology supplier for producing olefins and fuels. Gevo owns the overall proprietary plant designs, engineering details, integration technologies, and has filed patents on several process improvements.
In November 2021, Gevo entered into an agreement to exclusively utilize Axens’ technology for isobutanol conversion into hydrocarbons. In February of 2022, Gevo and Axens entered into a second exclusive agreement to specifically cover the process steps for ethanol to finished jet fuel.
8
Our initial Net-Zero Project, Net-Zero 1 (“NZ1”), is expected to be located in Lake Preston, South Dakota, and is being currently designed to produce approximately
We are also developing other commercial production projects for SAF at other locations in the United States where we expect to use our Net-Zero plant designs based on work done for NZ1 at Lake Preston. Gevo expects to play the role of project developer, plant design and technology licensor, and investor, based on traditional developer business models where the developer gets a partial ownership stake for developing the project. We may also co-invest in projects to increase our equity ownership in those projects.
Renewable Natural Gas Facilities
Gevo’s RNG facilities in Northwest Iowa (“NW Iowa RNG”), recorded in the Renewable Natural Gas segment, produce RNG captured from dairy cow manure supplied by
Luverne Facility
Gevo’s development plant in Luverne, Minnesota (the “Luverne Facility”), recorded in the Agri-Energy segment, was originally constructed in 1998 and is located on approximately
Basis of presentation.
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) along with the instructions to Form 10-Q and Article 10 of Regulation S-X assuming the Company will continue as a going concern. Accordingly, they do not include the information and footnotes required by GAAP for complete financial statements. These statements reflect all normal and recurring adjustments which, in the opinion of management, are necessary to present fairly the financial position, results of operations and cash flows of the Company as of, and for the three months ended, March 31, 2024, and are not necessarily indicative of the results to be expected for the full year. These statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto included under the heading “Financial Statements and Supplementary Data” in Part II, Item 8 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. The financial statements at December 31, 2023, have been derived from the audited financial statements as of that date. For further information, refer to our audited financial statements and notes thereto included for the year ended December 31, 2023 (the “2023 Annual Report”).
9
Significant Accounting Policies
Governmental Grants
There is no U.S. GAAP that explicitly covers accounting for government "grants" to for-profit entities, with the exception of certain agricultural subsidies. In the absence of authoritative U.S. GAAP guidance, the Company considered the application of other authoritative accounting guidance by analogy and concluded that the guidance outlined in International Accounting Standard 20 – Accounting for Government Grants and Disclosures of Government Assistance (“IAS 20”) was the most appropriate analogy for the purpose of recording and classifying the federal funds received by the Company. Under IAS 20, once it is reasonably assured that the entity will comply with the conditions of the grant, the grant money should be recognized on a systematic basis over the periods in which the entity recognizes the related expenses or losses for which the grant money is intended to compensate.
The Company recognizes grants once both of the following conditions are met: (1) the Company is able to comply with the relevant conditions of the grant and (2) the grant is received. Further, IAS 20 permits for the recognition in earnings either (1) separately under a general heading such as other income, or (2) as a reduction of the related expenses. The Company records such grants either as a reduction of the related expense, a reduction of the cost of the related asset, or as other income depending upon the nature of the grant.
In September 2023, the Company executed a Notice of Grant and Agreement Award with the U.S. Department of Agriculture (“USDA”) for a Partnerships for Climate-Smart Commodities grant of up to $
During the three months ended March 31, 2024, the Company incurred $
Recently Issued, Not Yet Adopted Accounting Pronouncements
Segment Reporting. In November 2023, the FASB issued ASU 2023-07, Segment Reporting (ASC 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”). ASU 2023-07 would enhance disclosures for significant segment expenses for all public entities required to report segment information in accordance with ASC 280. ASC 280 requires a public entity to report for each reportable segment a measure of segment profit or loss that its chief operating decision maker (“CODM”) uses to assess segment performance and to make decisions about resource allocations. The amendments in ASU 2023-07 improve financial reporting by requiring disclosure of incremental segment information on an annual and interim basis for all public entities to enable investors to develop more useful financial analyses. Currently, ASC 280 requires that a public entity disclose certain information about its reportable segments. For example, a public entity is required to report a measure of segment profit or loss that the CODM uses to assess segment performance and make decisions about allocating resources. ASC 280 also requires other specified segment items and amounts such as depreciation, amortization and depletion expense to be disclosed under certain circumstances. The amendments in ASU 2023-07 do not change or remove those disclosure requirements. The amendments in ASU 2023-07 also do not change how a public entity identifies its operating segments, aggregates those operating segments, or applies the quantitative thresholds to determine its reportable segments. The amendments in ASU 2023-07 are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. A public entity should apply the amendments in ASU 2023-07 retrospectively to all prior periods presented in the financial statements. The Company is currently evaluating the impact that ASU 2023-07 may have on its financial statements and related disclosures when adopted.
10
2. | Revenues from Contracts with Customers and Other Revenue |
RNG Revenue
The Company’s revenues are primarily comprised of the sale of RNG and related environmental attributes produced at the NW Iowa RNG facility under long-term contracts with customers. Revenue is recognized at a point in time when the Company transfers the product to its customer. The customer obtains control of the product upon RNG delivery into gas pipeline system, whereas the title and control for the environmental attributes are transferred to the customer subsequent to the issuance of such attributes by the relevant regulatory agency. The Company generally has a single performance obligation in our arrangements with customers. The Company’s performance obligation related to the sales of RNG and related environmental attributes are satisfied at a point in time upon delivery to the customer. Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring its products. There is
Licensing and Development Revenue
The Company’s licensing and development revenue is related to a joint development agreement with LG Chem, Ltd. ("LG Chem") to develop bio-propylene for renewable chemicals using Gevo’s Ethanol-to-Olefins ("ETO") technology. As the contractually promised intellectual properties (“IP”) are not individually distinct, the Company combined each individual IP noted in the contract into a bundle of IP (“IP Rights”) that is distinct and accounted for all of the IP Rights promised in the contract as a single performance obligation. The IP Rights granted were “functional IP rights” that have significant standalone functionality. The Company’s subsequent activities do not substantively change that functionality and do not significantly affect the utility of the IP to which the licensee has rights. The Company has no further obligation with respect to the grant of IP Rights, including no expressed or implied obligation to maintain or upgrade the technology, or provide future support or services. Licensees legally obtain control of the IP Rights upon execution of the contract. As such, the earnings process is complete and revenue is recognized upon the execution of the contract, when collectability is probable and all other revenue recognition criteria have been met.
The Company realized $
Other Hydrocarbon Revenue
The Company recorded limited revenues from its development-scale plant, the Luverne Facility, during the three months ended March 31, 2023. These revenues were promotional in nature and from customer contracts for ethanol sales and related products and hydrocarbon revenues, which included SAF, isooctene, and isooctane. These products were sold mostly on a free-on-board shipping point basis (recognized at a point in time), were independent transactions, did not provide post-sale support or promises to deliver future goods, and were single performance obligations.
The following table displays the Company’s revenue by major source based on product type (in thousands):
Three Months Ended March 31, | ||||||
Major Goods/Service Line | 2024 |
| 2023 | |||
Renewable natural gas | $ | | $ | | ||
Environmental attributes | | | ||||
Other hydrocarbon revenue - ethanol, isooctane, IBA | | | ||||
Total operating revenue | $ | | $ | | ||
11
3. | Net Loss per Share |
Basic net loss per share is calculated based on the weighted average number of common shares outstanding for the period. Diluted net loss per share is calculated based on the assumption that stock options and other dilutive securities outstanding, which have an exercise price less than the average market price of the Company’s common shares during the period, would have been exercised on the later of the beginning of the period or the date granted, and that the funds obtained from the exercise were used to purchase common shares at the average market price during the period. None of the Company’s stock options or other dilutive securities are considered to be dilutive in periods with net losses.
The effect of the Company’s dilutive securities is calculated using the treasury stock method and only those instruments that result in a reduction in net income per common share are included in the calculation. Diluted net loss per share excluded common stock equivalents because the effect of their inclusion would be anti-dilutive or would decrease the reported net loss per share. Therefore
Basic and diluted net loss per share is calculated as follows (net loss in thousands):
Three Months Ended March 31, | ||||||
2024 |
| 2023 | ||||
Net loss | ( | ( | ||||
Basic weighted-average shares outstanding |
| |
| | ||
Net loss per share - basic and diluted | ( | ( | ||||
4. | Marketable Securities |
The Company’s investments in marketable securities are stated at fair value and are available for sale. All remaining investments in marketable securities matured with
The cost of securities sold is based upon the specific identification method. The Company did
5. | Restricted Cash |
As of March 31, 2024, non-current restricted cash of $
The Company entered into an irrevocable direct pay letter of credit (the “Bond Letter of Credit”) with Citibank N.A (“Citibank”) in April 2021 to support the 2021 Bonds for the development and construction of NW Iowa RNG. See Note 13, Debt, for additional information on the 2021 Bonds. The Bond Letter of Credit has a
12
In September 2022, the Company entered into a Pledge and Assignment agreement with Citibank to provide credit support in the form of a letter of credit (the “Power Letter of Credit”) from Citibank to a local electric utility company in order to induce the utility company to design and construct the power transmission and distribution facilities that will serve NZ1. The Company deposited $
The Company is entitled to receive interest income on the restricted cash, and recorded interest income of $
In April 2024, the Company entered into an irrevocable direct pay letter of credit (the “New Bond Letter of Credit”) with Citibank to support the Remarketed Bonds (as defined below). See Note 13, Debt, for additional information on the Remarketed Bonds. The New Bond Letter of Credit has a
6. | Prepaid and Other Current Assets |
The following table sets forth the components of the Company’s prepaid and other current assets (in thousands) as of:
March 31, 2024 |
| December 31, 2023 | ||||
Prepaid insurance | $ | | $ | | ||
Interest receivable |
| |
| | ||
Prepaid feedstock |
| |
| | ||
Other current assets |
| |
| | ||
Total prepaid expenses and other current assets | $ | | $ | | ||
7. | Leases, Right-of-Use Assets and Related Liabilities |
The Company is party to an operating lease contract for the Company’s office and research facility in Englewood, Colorado, which expires in January 2029, and
The Company has
13
The following tables present the (i) other quantitative information and (ii) future minimum payments under non-cancelable financing and operating leases as they relate to the Company’s leases (in thousands, except for weighted averages):
| Three Months Ended March 31, |
| |||||
2024 |
| 2023 |
| ||||
Other Information |
|
|
|
| |||
Cash paid for amounts included in the measurement of lease liabilities: |
|
|
|
| |||
Operating cash flows from finance leases | $ | | $ | | |||
Operating cash flows from operating leases | $ | | $ | | |||
Finance cash flows from finance leases | $ | | $ | | |||
Right-of-use asset obtained in exchange for new operating lease liabilities | $ | | $ | | |||
Weighted-average remaining lease term, finance lease (months) |
|
| |||||
Weighted-average remaining lease term, operating leases (months) |
|
| |||||
Weighted-average discount rate - finance leases (1) |
| | % |
| | % | |
Weighted-average discount rate - operating leases (1) |
| | % |
| | % | |
| (1) | Our leases do not provide an implicit interest rate, and we calculate the lease liability at lease commencement as the present value of unpaid lease payments using our estimated incremental borrowing rate. The incremental borrowing rate represents the rate of interest that we would have to pay to borrow an amount equal to the lease payments on a collateralized basis over a similar term and is determined using a portfolio approach based on information available at the commencement date of the lease. |
Year Ending December 31, |
| Operating Leases |
| Finance Leases | ||
2024 | $ | | $ | | ||
2025 |
| |
| | ||
2026 |
| |
| | ||
2027 |
| |
| | ||
2028 |
| |
| | ||
2029 and thereafter |
| — |
| | ||
Total |
| |
| | ||
Less: amounts representing present value discounts |
| |
| | ||
Total lease liabilities |
| |
| | ||
Less: current portion |
| |
| | ||
Non-current portion | $ | | $ | | ||
14
8. | Inventories |
The following table sets forth the components of the Company’s inventory balances (in thousands) as of:
March 31, 2024 |
| December 31, 2023 | ||||
Raw materials |
| $ | |
| $ | |
Finished goods |
|
|
| |||
SAF, Isooctane, Isooctene and other |
| |
| | ||
Work in process |
|
|
|
| ||
Environmental attributes | | | ||||
Spare parts |
| |
| | ||
Total inventories | $ | | $ | | ||
During each of the three months ended March 31, 2024 and 2023, the Company recorded net realizable value adjustments of $
9. | Property, Plant and Equipment |
The following table sets forth the Company’s property, plant and equipment by classification (in thousands) as of:
| March 31, 2024 |
| December 31, 2023 | |||
Land | $ | | $ | | ||
Plant facilities and infrastructure |
| |
| | ||
Machinery and equipment |
| |
| | ||
Furniture and office equipment |
| |
| | ||
Software |
| |
| | ||
Construction in progress |
| |
| | ||
Total property, plant and equipment |
| |
| | ||
Less: accumulated depreciation and amortization |
| ( |
| ( | ||
Property, plant and equipment, net | $ | | $ | | ||
The Company recorded depreciation expense of $
Construction in progress includes $
10. | Intangible Assets |
Identifiable intangible assets consist of acquired patents, which management evaluates to determine whether they (i) support current products, (ii) support planned research and development, or (iii) prevent others from competing with Gevo’s products.
15
The following tables set forth the Company’s intangible assets by classification (in thousands) as of:
| March 31, 2024 | ||||||||||
|
| Identifiable |
| Weighted- | |||||||
Gross Carrying | Accumulated | Intangible | Average Useful Life | ||||||||
Amount |
| Amortization |
| Assets, net |
| (Years) | |||||
Patents | $ | | $ | ( | $ | |
| ||||
Defensive assets |
| |
| ( |
| |
| ||||
Intangible assets | $ | | $ | ( | $ | |
| ||||
| December 31, 2023 | ||||||||||
|
| Identifiable |
| Weighted- | |||||||
Gross Carrying | Accumulated | Intangible | Average Useful Life | ||||||||
Amount | Amortization | Assets, Net | (Years) | ||||||||
Patents | $ | | $ | ( | $ | |
| ||||
Defensive assets |
| |
| ( |
| |
| ||||
Intangible assets | $ | | $ | ( | $ | |
| ||||
The Company recorded amortization expense of $
The following table details the estimated amortization of identifiable intangible assets as of March 31, 2024 (in thousands):
Year Ending December 31, |
| Patents |
| Defensive Assets |
| Total | |||
2024 | $ | | $ | | $ | | |||
2025 |
| |
| |
| | |||
2026 |
| |
| |
| | |||
2027 |
| |
| |
| | |||
2028 |
| |
| |
| | |||
2029 and thereafter |
| |
| |
| | |||
Total intangible assets | $ | | $ | | $ | | |||
11. | Deposits and Other Assets |
The following table sets forth the components of the Company’s deposits and other assets (in thousands) as of:
| March 31, 2024 |
| December 31, 2023 | |||
Deposits (1) | $ | | $ | | ||
Prepaid feedstock (2) |
| |
| | ||
Equity interest (3) |
| |
| | ||
Exclusivity fees (4) |
| |
| | ||
Deposits receivable (5) |
| |
| | ||
Other assets, net (6) |
| |
| | ||
Total deposits and other assets | $ | | $ | | ||
| (1) | Deposits for services. |
| (2) | Prepaid feedstock fees, non-current, for the production of RNG. |
16
| (3) | The Company directly holds a |
| (4) | Axens will provide certain alcohol-to-SAF technologies and services exclusively provided to the Company which may be offset against future license fees subject to the delivery of a process design package. |
| (5) | Deposits provided to a developer of certain wind-farm projects and power utility contractor to induce to design and construct the power generation, transmission and distribution facilities that will serve NZ1, $ |
| (6) | Pre-operation payments for sand separation systems to process manure feedstock which were allocated to the non-lease fuel supply, being amortized over the life of the project. |
12. | Accounts Payable and Accrued Liabilities |
The following table sets forth the components of the Company’s accounts payable and accrued liabilities in the Consolidated Balance Sheets (in thousands) as of:
| March 31, 2024 |
| December 31, 2023 | |||
Accounts payable | $ | | $ | | ||
Accrued liabilities |
| |
| | ||
Accrued construction in progress | | | ||||
Accrued payroll and related benefits |
| |
| | ||
Total accounts payable and accrued liabilities | $ | | $ | | ||
13. | Debt |
2021 Bond Issuance
On April 15, 2021, on behalf of Gevo NW Iowa RNG, LLC, the Iowa Finance Authority (the “Issuer”) issued $
The 2021 Bonds were issued at a premium of $
17
2024 Bond Remarketing
On April 1, 2024 (the “Conversion Date”), the 2021 Bonds became subject to mandatory tender for purchase and have been remarketed to bear interest in a new term rate period (the “Remarketed Bonds”). In connection with the conversion and remarketing of the 2021 Bonds on the Conversion Date, the original Indenture was amended by a First Supplemental Indenture dated as of April 1, 2024 (together with the original Indenture the “First Supplemental Indenture,”) between the Issuer and the Trustee. The original bond financing agreement was amended by a First Supplemental Bond Financing Agreement dated as of April 1, 2024 (together with the original bond financing Agreement, the “First Supplemental Bond Financing Agreement”) between the Issuer and the Company.
The Remarketed Bonds retained the same maturity date of April 1, 2042. The Remarketed Bonds now bear interest of
Loans Payable
In April 2020, the Company and Agri-Energy each entered into a loan agreement with Live Oak Banking Company, pursuant to which the Company and Agri-Energy obtained loans from the Small Business Administration’s Paycheck Protection Program (“SBA PPP”) totaling $
In April 2021, the balance of $
The summary of the Company’s long-term debt is as follows (in thousands) as of:
Interest Rate | Maturity Date |
| March 31, 2024 |
| December 31, 2023 | |||||
2021 Bonds, net |
|
| April 2042 | $ | | $ | | |||
SBA Loans |
|
| April 2025 |
| |
| | |||
Equipment |
|
| December 2023 to December 2024 |
| |
| | |||
Total debt |
|
|
| |
| | ||||
Less: current portion |
|
|
| ( |
| ( | ||||
Non-current portion |
|
| $ | | $ | | ||||
Future payments for the Company’s long-term debt are as follows (in thousands):
Year Ending December 31, |
| Total Debt | |
2024 | $ | | |
2025 |
| | |
2026 |
| | |
Total debt | $ | | |
14. | Stock-Based Compensation |
Equity incentive plans. In February 2011, the Company’s stockholders approved the Gevo, Inc. 2010 Stock Incentive Plan (as amended and restated to date, the “2010 Plan”), and the Employee Stock Purchase Plan (the “ESPP”).
18
The 2010 Plan provides for the grant of non-qualified stock options, incentive stock options, stock appreciation rights, restricted stock awards, restricted stock units and other equity awards to employees and directors of the Company. In May 2023, upon approval of the stockholders at the 2023 Annual Meeting of Stockholders, the 2010 Plan was amended and restated, which increased the number of shares of common stock reserved for issuance under the 2010 Plan to
Stock-based compensation expense. The Company records stock-based compensation expense during the requisite service period for share-based payment awards granted to employees and non-employees.
The following table sets forth the Company’s equity classified stock-based compensation expense for the periods indicated (in thousands):
Three Months Ended March 31, | ||||||
2024 |
| 2023 | ||||
Cost of production | $ | | $ | | ||
General and administrative |
| |
| | ||
Other |
| |
| | ||
Total stock-based compensation | $ | | $ | | ||
Stock option award activity.
|
|
| Weighted- |
| |||||||
Average | |||||||||||
Weighted- | Remaining | ||||||||||
Average | Contractual | Aggregate | |||||||||
Number of | Exercise | Term | Intrinsic | ||||||||
Options |
| Price (1) |
| (years) |
| Value | |||||
Options outstanding at December 31, 2023 |
| | $ | |
| $ | | ||||
Granted |
| — | $ | — |
|
|
| $ | | ||
Canceled or forfeited |
| ( | $ | |
|
|
| $ | | ||
Exercised |
| | $ | |
|
|
| $ | | ||
Options outstanding at March 31, 2024 |
| | $ | |
| $ | | ||||
Options vested and expected to vest at March 31, 2024 |
| | $ | |
| $ | | ||||
| (1) | Exercise price of options outstanding ranges from $ |
As of March 31, 2024, the total unrecognized compensation expense, net of actual forfeitures, relating to stock options was $
Restricted stock.
19
Non-vested restricted stock awards and the changes during the three months ended March 31, 2024, were as follows:
|
| Weighted- | |||
Average | |||||
Number of | Grant-Date | ||||
Shares | Fair Value | ||||
Outstanding at December 31, 2023 |
| | $ | | |
Granted |
| | $ | | |
Vested and issued |
| ( | $ | | |
Canceled or forfeited |
| ( | $ | | |
Non-vested at March 31, 2024 |
| | $ | | |
As of March 31, 2024, the total unrecognized compensation expense, net of actual forfeitures, relating to restricted stock awards was $
15. | Income Taxes |
The Company has incurred operating losses since inception; therefore,
16. | Commitments and Contingencies |
Legal Matters. From time to time, the Company has been, and may again become, involved in legal proceedings arising in the ordinary course of its business. The Company is not presently a party to any litigation and is not aware of any pending or threatened litigation against the Company that it believes could have a material adverse effect on its business, operating results, financial condition or cash flows.
State Tax Audit. During the year ended 2023, the Company was notified of a pending sales and use tax audit by the South Dakota Department of Revenue for the period covering January 2021 through December 2023. Although the final resolution of the Company’s sales and use tax audit is uncertain, based on current information, in the opinion of the Company’s management, the ultimate disposition of these matters will not have a material adverse effect on the Consolidated Balance Sheets, Statements of Operations, or Liquidity.
Indemnifications. In the ordinary course of its business, the Company makes certain indemnities under which it may be required to make payments in relation to certain transactions. As of March 31, 2024, the Company did
In addition, the Company indemnifies its officers and directors for certain events or occurrences, subject to certain limitations. The duration of these indemnifications, commitments, and guarantees varies and, in certain cases, is indefinite. The maximum amount of potential future indemnification is unlimited; however, the Company has a director and officer insurance policy that may enable it to recover a portion of any future amounts paid. The Company accrues losses for any known contingent liability, including those that may arise from indemnification provisions, when future payment is probable.
Environmental Liabilities. The Company’s operations are subject to environmental laws and regulations adopted by various governmental authorities in the jurisdictions in which it operates. These laws require the Company to investigate and remediate the effects of the release or disposal of materials at its locations. Accordingly, the Company has adopted policies, practices and procedures in the areas of pollution control, occupational health and the production, handling, storage and use of hazardous materials to prevent material environmental or other damage, and to limit the financial liability which could result from such events. Environmental liabilities are recorded when the Company’s liability is probable, and the costs can be reasonably estimated.
20
Fuel Supply Commitment. The Company has
Zero6 Commitments. In September 2022, the Company entered into a development agreement with Zero6 to construct and operate a wind project for the provision of electric energy for NZ1. Pursuant to the agreement, the Company has committed to pay Zero6 total development charges of $
Additionally, the Company’s investment in Zero6, see Note 11 above, is pledged separately as collateral for
The estimated commitments as of March 31, 2024, and thereafter are shown below (in thousands):
December 31, | |||||||||||||||||||||
2029 and | |||||||||||||||||||||
| 2024 |
| 2025 |
| 2026 |
| 2027 |
| 2028 |
| thereafter |
| Total | ||||||||
Fuel Supply Payments | $ | | $ | | $ | | $ | | $ | | $ | | $ | | |||||||
Zero6 Commitment |
| |
| |
| |
| |
| |
| |
| | |||||||
Renewable Energy Credits |
| |
| |
| |
| |
| |
| |
| | |||||||
Electricity Above Use (Est.) |
| |
| — |
| — |
| — |
| — |
| — |
| | |||||||
Total | $ | | $ | | $ | | $ | | $ | | $ | | $ | | |||||||
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.
21
The carrying value and fair value, by fair value hierarchy, of the Company’s financial instruments at March 31, 2024, and December 31, 2023 are as follows (in thousands):
| Fair Value Measurements at March 31, 2024 | |||||||||||
Quoted | ||||||||||||
Prices in | ||||||||||||
Active | Significant | |||||||||||
Markets for | Other | Significant | ||||||||||
Fair Value at | Identical | Observable | Unobservable | |||||||||
March 31, | Assets | Inputs | Inputs | |||||||||
| 2024 |
| (Level 1) |
| (Level 2) |
| (Level 3) | |||||
Cash and cash equivalents (1) | $ | | $ | | $ | | $ | | ||||
Fair Value Measurements at December 31, 2023 | ||||||||||||
Quoted | ||||||||||||
Prices in | ||||||||||||
Active | Significant | |||||||||||
Markets for | Other | Significant | ||||||||||
Fair Value at | Identical | Observable | Unobservable | |||||||||
December 31, | Assets | Inputs | Inputs | |||||||||
| 2023 |
| (Level 1) |
| (Level 2) |
| (Level 3) | |||||
Cash and cash equivalents (1) | $ | | $ | | $ | | $ | | ||||
| (1) | Cash and cash equivalents includes $ |
The Company had no transfers of assets or liabilities between fair value hierarchy levels between December 31, 2023, and March 31, 2024.
For the 2021 Bonds, the fair values are estimated using the Black-Derman-Toy interest rate lattice framework. The effective maturity of the 2021 Bonds was assumed to be April 1, 2024 (
| Carrying |
| Estimated | |||
Value | Fair Value | |||||
2021 Bonds | $ | | $ | | ||
18. | Stockholders’ Equity |
Share Issuances
In January 2024 the Company filed Form S-3, which included a base prospectus which covers the offer, issuance and sale of up to an aggregate of $
As of March 31, 2024, the Company has remaining capacity to issue up to approximately $
22
In June 2022, the Company completed a registered direct offering (the “June 2022 Offering”) of an aggregate of
The net proceeds to the Company from the June 2022 Offering were $
Stock Repurchase Program
On May 30, 2023, the Company authorized a stock repurchase program, under which it may repurchase up to $
The Company repurchased
In April 2024, the Company repurchased
Warrants
In addition to the Series 2022-A Warrants, the Company has warrants outstanding that were issued in conjunction with a registered direct offering in August 2020 (the “Series 2020-A Warrants”). The Company evaluated the Series 2022-A Warrants and Series 2020-A Warrants for liability or equity classification and determined that equity treatment was appropriate because both the Series 2022-A Warrants and Series 2020-A Warrants do not meet the definition of liability instruments.
The Series 2022-A Warrants and Series 2020-A Warrants are classified as a component of equity because they are freestanding financial instruments that are legally detachable and separately exercisable from the shares of common stock with which they were issued, are immediately exercisable and will expire
While the Company believes that its valuation methods are appropriate and consistent with other market participants, it recognizes that the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different estimate of fair value at the reporting date.
23
The following table sets forth information pertaining to shares issued upon the exercise of warrants:
|
|
|
| Shares |
| Shares | |||||||
|
|
|
| Issued upon |
| Underlying | |||||||
|
| Shares |
| Warrant |
| Warrants | |||||||
| Exercise |
| Underlying |
| Exercises as |
| Outstanding | ||||||
Price as of |
| Warrants on |
| of |
| as of | |||||||
Issuance | Expiration | March 31, | Issuance |
| March 31, |
| March 31, | ||||||
| Date |
| Date |
| 2024 |
| Date |
| 2024 |
| 2024 | ||
Series 2020-A Warrants (1) |
| 7/6/2020 |
| 7/6/2025 | $ | |
| |
| |
| ||
Series 2022-A Warrants (1) |
| 6/8/2022 |
| 6/7/2027 | $ | |
| |
| |
| ||
Total Warrants |
| |
| |
| ||||||||
| (1) | Equity-classified warrants. |
During the three months ended March 31, 2024,
19. | Variable Interest Entities |
The Company has entered into agreements with Zero6 Energy Development, Inc. (“ZEDI”) to facilitate the development and construction of facilities to provide carbon neutral power to NZ1. ZEDI established two wholly owned subsidiaries, structured as limited liability companies, to operate the power facilities.
Nonconsolidated VIEs
During September 2022 and February 2023, the Company entered into agreements with ZEDI, a national clean energy expert that provides expertise in capital management, development, engineering, and asset management, to develop and construct facilities to provide carbon neutral power to NZ1 via the two Project LLCs: Kingsbury County Wind Fuel, LLC (“KCWF”) and Dakota Renewable Hydrogen, LLC (“DRH”), respectively. In December 2023 the agreements with ZEDI related to the two Project LLCs were amended to remove certain kickout rights that previously existed.
Each Project LLC is currently funded via advances for certain long lead equipment items from Gevo. The Company has made certain refundable project advances indirectly to the Project LLCs via ZEDI, to induce ZEDI to design and construct the power generation, transmission and distribution facilities that will serve NZ1.
Each Project LLC is a VIE, and the Company holds an implicit variable interest in each Project LLC. As of December 2023, we have concluded that the removal of the kickout rights from the agreements has resulted in a loss of control and that, therefore, the Company is no longer the primary beneficiary of the Project LLCs. The Project LLCs are a VIE because their equity is insufficient to maintain its on-going collateral requirements without additional financial support from the Company.
There was
20. | Segments |
Operating segments are defined as components of an entity for which discrete financial information is available that is regularly reviewed by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources to an individual segment and in assessing performance. The Company’s Chief Executive Officer is the CODM. The CODM reviews financial information presented on a consolidated basis for the purposes of making operating decisions, allocating resources, and evaluating financial performance. As such, management has determined that the Company has organized its operations and activities into
24
(i) Gevo segment; (ii) Agri-Energy segment; and (iii) Renewable Natural Gas segment. Transactions between segments are eliminated in consolidation.
Gevo segment. The Gevo segment is responsible for all research and development activities related to the future production of SAF, commercial opportunities for other renewable hydrocarbon products, such as hydrocarbons for gasoline blendstocks and diesel fuel; ingredients for the chemical industry, such as ethylene and butenes; plastics and materials; and other chemicals. The Gevo segment also develops, maintains and protects its intellectual property portfolio, provides corporate oversight services, and is responsible for development and construction of our Net-Zero Projects and other preliminary stage projects.
Agri-Energy segment. The Agri-Energy segment is currently responsible for the operation of the Company’s Luverne Facility and the development and optimization of the production of isobutanol, ethanol and related products.
Renewable Natural Gas segment. The Renewable Natural Gas segment produces pipeline quality methane gas captured from dairy cow manure.
Three Months Ended March 31, 2024 | ||||||||||||
|
|
| Renewable |
| ||||||||
Gevo | Agri-Energy | Natural Gas | Consolidated | |||||||||
Revenues | $ | — | $ | — | $ | | $ | | ||||
Depreciation and amortization | $ | ( | $ | ( | $ | ( | $ | ( | ||||
Loss from operations | $ | ( | $ | ( | $ | ( | $ | ( | ||||
Interest income | $ | | $ | — | $ | — | $ | | ||||
Interest expense | $ | ( | $ | — | $ | ( | $ | ( | ||||
Acquisitions of property, plant, and equipment | $ | | $ | | $ | | $ | | ||||
Three Months Ended March 31, 2023 | ||||||||||||
Renewable | ||||||||||||
| Gevo |
| Agri-Energy |
| Natural Gas |
| Consolidated | |||||
Revenues | $ | | $ | — | $ | | $ | | ||||
Depreciation and amortization | $ | ( | $ | ( | $ | ( | $ | ( | ||||
Loss from operations | $ | ( | $ | ( | $ | ( | $ | ( | ||||
Interest income | $ | | $ | — | $ | — | $ | | ||||
Interest expense | $ | ( | $ | ( | $ | ( | $ | ( | ||||
Acquisitions of property, plant, and equipment | $ | | $ | — | $ | | $ | | ||||
March 31, 2024 | ||||||||||||
Renewable | ||||||||||||
| Gevo |
| Agri-Energy |
| Natural Gas |
| Consolidated | |||||
Total assets | $ | | $ | | $ | | $ | | ||||
December 31, 2023 | ||||||||||||
Renewable | ||||||||||||
| Gevo |
| Agri-Energy |
| Natural Gas |
| Consolidated | |||||
Total assets | $ | | $ | | $ | | $ | | ||||
25
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Forward-Looking Statements
This Quarterly Report on Form 10-Q (this “Report”) contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). When used anywhere in this Report, the words “expect,” “believe,” “anticipate,” “estimate,” “intend,” “plan” and similar expressions are intended to identify forward-looking statements. These statements relate to future events or our future financial or operational performance and involve known and unknown risks, uncertainties and other factors that could cause our actual results, levels of activity, performance or achievements to differ materially from those expressed or implied by these forward-looking statements. These statements relate to future events or our future financial or operational performance and involve known and unknown risks, uncertainties and other factors that could cause our actual results, levels of activity, performance or achievements to differ materially from those expressed or implied by these forward-looking statements. These statements reflect our current views with respect to future events and are based on assumptions and subject to risks and uncertainties. These forward-looking statements include, among other things, statements about: our financial condition, our results of operation and liquidity, our ability to finance, develop, and construct our Net-Zero Projects (as defined below), as well as other growth projects, our ability to produce our products, our expectations regarding the demand for our products and our ability to meet such demand, our ability to meet production, financial and operational guidance, our ability to generate revenue from our executed contracts, our strategy to pursue low-carbon or “net-zero” carbon renewable fuels for sale into California and elsewhere, our ability to replace our fossil-based energy sources with renewable energy sources at our Net-Zero Projects and elsewhere, our expectations regarding the location and start-up date for our initial Net-Zero Project, our expectations regarding our ability to produce renewable liquid hydrocarbons, our expectations regarding our ability to produce protein and other products for use in the food chain, our ability and plans to construct greenfield commercial hydrocarbon facilities to produce sustainable aviation fuel (“SAF”) and other products, our ability to raise additional funds to finance our business and the sources of those funds, our ability to perform under our existing offtake agreements and other sales agreements we may enter into in the future, our ability to successfully operate our renewable natural gas (“RNG”), also known as biogas, facilities in Iowa, our ability to produce renewable hydrocarbon products at a commercial level and at a profit, the availability of, and market prices for, government economic incentives to the renewable energy market, achievement of advances in our technology platform, the availability of suitable and cost-competitive feedstocks, our ability to gain market acceptance for our products, our expectations regarding the demand for carbon credits, the expected cost-competitiveness and relative performance attributes of our products, our strategy to pursue alcohol-to-SAF development and production, additional competition and changes in economic conditions and the future price and volatility of petroleum and products derived from petroleum. Important factors could cause actual results to differ materially from those indicated or implied by forward-looking statements such as those contained in documents we have filed with the United States (“U.S.”) Securities and Exchange Commission (the “SEC”), including this Report in Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” our Annual Report on Form 10-K for the year ended December 31, 2023 (our “2023 Annual Report”), including Item 1A. “Risk Factors” of our 2023 Annual Report and subsequent reports on Form 10-Q. All forward-looking statements in this Report are qualified entirely by the cautionary statements included in this Report and such other filings. These risks and uncertainties or other important factors could cause actual results to differ materially from results expressed or implied by forward-looking statements contained in this Report. These forward-looking statements speak only as of the date of this Report. We undertake no intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, and readers should not rely on the forward-looking statements as representing the Company’s views as of any date subsequent to the date of the filing of this Report.
Unless the context requires otherwise, in this Report the terms “Gevo”, “we,” “us,” “our” and the “Company” refer to Gevo, Inc. and its wholly owned, direct and indirect subsidiaries.
The following discussion should be read in conjunction with our unaudited consolidated financial statements and the related notes and other financial information appearing elsewhere in this Report. Readers are also urged to carefully review and consider the various disclosures made by us which attempt to advise interested parties of the factors which affect our business, including, without limitation, the disclosures in our 2023 Annual Report.
26
Company Overview
We are a growth-oriented, carbon abatement company with the mission of solving greenhouse gas emissions for those sectors of the transportation industry that are not amenable to electrification or hydrogen. We believe that the market size for hydrocarbon fuels will continue to remain significant in the long-term even with the rapid adoption of electric vehicles and hydrogen technologies.
We are focused on transforming renewable energy into energy-dense liquid hydrocarbons that can be used as renewable fuels, such as sustainable aviation fuel (“SAF”), with the potential to achieve a “net-zero” greenhouse gas (“GHG”) footprint. We believe that this addresses the global need of reducing GHG emissions with “drop in” sustainable alternatives to petroleum fuels. We use the Argonne National Laboratory’s Greenhouse gases, Regulated Emissions, and Energy use in Transportation model (the “GREET Model”) to measure, predict and verify GHG emissions across the life cycle of our products. The “net-zero” concept means Gevo expects that by using sustainably grown feedstock (e.g., low till, no-till and dry corn cultivation), 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.
Our primary market focus, given current demand and growing customer interest, is hydrocarbon fuels, and SAF in particular. We believe that SAF from carbohydrates to alcohol is the most economically viable approach for carbon abatement. We also have commercial opportunities for other renewable hydrocarbon products, such as RNG; hydrocarbons for gasoline blendstocks and diesel fuel; ingredients for the chemical industry, such as ethylene and butenes; plastics and materials; and other chemicals. Global fuel consumption by commercial airlines continues to remain strong. Global fuel consumption by commercial airlines continues to remain strong, with global fuel consumption of approximately 86 billion gallons per year in 2023, and growing.
Project Updates
Net-Zero Projects. Our concept of “Net-Zero Projects” is a series of planned facilities to produce energy dense liquid hydrocarbons using renewable energy and our proprietary technology. Our initial Net-Zero Project, Net-Zero 1 (“NZ1”), is expected to be located in Lake Preston, South Dakota, and is being currently designed to produce approximately 65 million gallons per year (“MGPY”) of total hydrocarbon volumes, including 60 MGPY of SAF, which would fulfill part of our approximately 350 MGPY of SAF and hydrocarbon supply agreements. The liquid hydrocarbons, when burned, are expected to have a “net-zero” GHG footprint. Along with the hydrocarbons, NZ1 is expected to produce approximately 695,000 tons per year of high-value protein products for use in the food chain and more than 34 million pounds per year of corn oil. Our products will be produced in three steps: the first step is milling the corn to produce the carbohydrates needed for the production of SAF while simultaneously enabling the production of protein and oil; the second step produces alcohols using carbohydrate-based fermentation; and the third step is the conversion of the alcohols into hydrocarbons.
We work with several technology, design and equipment partners, most notably Fluid Quip Technologies (“FQT”), Axens North America, Inc. (“Axens”), and PRAJ Industries Limited (“Praj”). FQT and Axens provide area operation designs which have been incorporated into Gevo’s proprietary overall design of low carbon intensity (“CI”) carbohydrate-to-hydrocarbon plants, such as our NZ1 plant. Praj is working with us on the proprietary design and construction of prefabricated process modules for our plants. Our partners are working with us on proprietary process designs that have the potential to lower capital and future operating costs. The advantage of utilizing FQT and Axens for our operation and related process designs, which are proven in other applications, is that we believe we have chosen technology which is substantially de-risked.
We have substantially completed the engineering design on our NZ1 project and are proceeding with detailed engineering and modularization design. We are refining the project cost estimates with engineering, procurement, and construction (“EPC”) partners to identify opportunities to reduce and negotiate the cost. After which, we expect to sign a lump-sum, fixed price agreement for the EPC to build and deliver the plant. The current detailed engineering work is focused on increasing the modularization of component parts on the NZ1 plant design, with the goal to build the process equipment into modules at a factory, then assemble onsite. This will enable us to minimize specialized field work typical in plant construction of this type, lower the risk and costs, as well as provide better access to skilled labor. Increasing the modularization of the plant design is expected to reduce our spend in advance of securing third-party equity and debt financing for NZ1 and increase the certainty of the construction schedule for those counterparties.
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We currently expect to finance the construction of NZ1 at the subsidiary level using a combination of Company equity and third-party capital, to include non-recourse debt. In January 2024, the Company announced that it expected to spend approximately $125.0 – $175.0 million from January 2024 until the financial close of NZ1. The Company has further refined and updated its estimates and now projects a range of $90.0 – $125.0 million to be spent on NZ1 between January 2024 and the financial close of NZ1. Of that expected spend, the Company has spent approximately $17.0 million in the first quarter of 2024. Cash distributions from future NZ1 earnings would be proportionate to Gevo’s ownership in NZ1 under this expected financing structure. The use of project debt and third-party equity allows us to conserve capital for use on other growth projects. We expect to apply similar development and financing strategies to future Net-Zero Projects to grow our SAF production to meet the demand for SAF.
In order to achieve full construction financing for NZ1, we need to secure third-party equity and debt. Upon receiving an invitation from the U.S. Department of Energy (“DOE”), we submitted a Part II Application for a DOE loan guarantee for a direct lending from the Federal Financing Bank. In August 2023, Gevo was invited to enter the due diligence and underwriting phases with the DOE. Given the current interest rate environment and general macroeconomic conditions, a DOE-guaranteed loan is expected to be our most attractive debt option and offer the lowest cost of debt for the project. We expect that obtaining a DOE-guaranteed loan will have the benefit of reducing the overall amount of equity required to finance NZ1 and should result in higher project equity returns for investors which should increase the likelihood of Gevo successfully financing NZ1. The DOE loan application process is targeted to be complete in 2024. We expect that our NZ1 plant start-up date will occur twenty-four to thirty months after the NZ1 financing closes, the timing of which is uncertain. In parallel with the DOE-guaranteed loan process, we continue to explore debt financing for NZ1 without the benefit of the DOE-guaranteed loan. We are also working to secure access to carbon capture and sequestration at the site.
We are evaluating and performing early site development work at several sites in the U.S. for other greenfield sites. These sites include several locations that are particularly advantageous in terms of potential economics, opportunities to decarbonize, and time to market. In addition, we are pursuing potential Net-Zero Projects with several existing ethanol plant sites. Existing ethanol plants need to be decarbonized with renewable energy or de-fossilized energy and/or carbon sequestration. Gevo has developed a preferred list of potential partners and sites with decarbonization in mind and is engaged in preliminary feasibility and development discussions with several of these potential partners. We plan to give priority to existing industrial plant sites that have attractive potential economics and high predictability of timeline for decarbonization.
Renewable Natural Gas Project. The RNG project in Northwest Iowa (the “RNG Project”) started up and began producing and injecting initial volumes of biogas in 2022, during the project’s testing and ramp-up period. In 2023, the project achieved stable production levels and surpassed our annual production target of 310,000 million British thermal units (“MMBtu”). In addition, we completed an expansion to the Gevo RNG project to increase its annual design capacity from 355,000 MMBtu to 400,000 MMBtu.
Gevo’s revenue from the RNG Project stems from sales of RNG and from the environmental attributes associated with its RNG sales, including the attributes available from California’s Low Carbon Fuel Standard (“LCFS”) program and the U.S. Environmental Protection Agency (“EPA”) Renewable Fuels Standard (“RFS”) program (“RFS Program”) to receive renewable identification numbers (“RINs”). Gevo was granted registration approval by the EPA in 2022, allowing us to participate in the RFS Program to receive RINs.
During the first quarter of 2023, we received approval for a temporary pathway under California’s LCFS program. We continue to realize substantial sales for our environmental attributes of both LCFS credits and RINs throughout 2023 and into 2024.
Verity. It is critical that we can prove the carbon abatement of our products, ensuring that these values are accurate and auditable. The mission of Verity (“Verity”) is to document CI and other sustainability attributes and apply proprietary distributed ledger technology to create an immutable and reliable track record of the products throughout the entire business system. Verity starts by calculating the CI of feedstocks from high-quality data collected at the farm and field level. We plan to track these feedstocks through the production at our plants where we intend to use a mix of renewable electricity, biogas, renewable hydrogen and other potentially decarbonized energy sources in production. The CI data will then be combined to deliver a comprehensive CI reduction in a finished renewable fuel. The resulting CI reduction value has potential to be quantified as a digital asset and monetized in carbon markets and provide compliance needs for tax incentives while preventing double-counting. We believe that in the future, regenerative agricultural practices have the potential to sequester large quantities of soil organic carbon while improving soil health.
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There is increasing regulatory and stakeholder pressure on global corporations to lower emissions with a high degree of trust and transparency. These trends are driving demand for carbon credits, giving rise to two sets of markets, the regulated compliance carbon market and the unregulated voluntary carbon market, both of which could grow meaningfully in the coming decades. The total value of major compliance carbon markets was approximately $950 billion in 2023, according to Reuters. Verity intends to document and account for carbon abatement in conjunction with scientifically supported measurement techniques. The potential for Verity is broad and could be applicable to tracking the CI of various items beyond Gevo’s internal businesses, including, but not limited to, renewable fuels, food, feed and industrial products through their respective business systems and value chains. Our robust scientific measurement, reporting, and verification plan and approach is expected to provide a high-quality credit that should meet regulated compliance and unregulated carbon markets.
In March 2023, we entered into a joint development framework agreement with Southwest Iowa Renewable Energy; in August 2023, we entered into a joint development framework agreement with a second ethanol producer in the midwestern U.S. that has over 100 million gallons of capacity; and in October 2023, we entered into an agreement with a third ethanol producer in the southwestern U.S. These agreements include commercial terms and profit-sharing frameworks. As we grow Verity as an externally facing business, we are working to sign up additional ethanol and biofuel customers. Each of these agreements will focus on implementing Verity technology and developing the market for carbon credits to help farmers and biofuel producers quantify the CI reductions for their products.
During the second quarter of 2023, we launched the Verity Tracking platform (the “Platform”) with farmers in the Lake Preston, South Dakota area who participated in our 2022 grower program. In its initial release, the Platform allows the users to measure, report, verify, and view the CI scores at both the farm average and field-by-field levels. The Platform provides insights into the contributors and removers behind the CI, helping users to understand the factors that drive differences in CI performance between fields. Users can also compare their scores with the U.S. national average calculated by the GREET model.
Key Verity project highlights include:
| ● | Development began in 2020 as a value-added services for our SAF production; |
| ● | Three ethanol producer customers contracted, and growing; |
| ● | Current customers comprise 2% of the total U.S. ethanol market or more than 300 million gallons per year; |
| ● | 100% farmer retention in the grower program comprising 65,000 acres and growing; |
| ● | Initiated first privately sponsored growers program for a biofuel client in the midwestern U.S.; |
| ● | Signed Letter of Intent with third party engine technology provider to develop carbon instruments that represent improved environmental performance; and |
| ● | Capital light, fee-based, industry agnostic business. |
U.S. Department of Agriculture. In September 2023, we executed a Notice of Grant and Agreement Award with the U.S. Department of Agriculture (“USDA”) for a Partnerships for Climate-Smart Commodities grant of up to $30.0 million for Gevo’s Climate-Smart Farm-to-Flight Program (the “USDA Grant”), with project activity beginning during the 2023 crop year. The project expects to create critical structural climate-smart market incentives for low CI corn and to accelerate the production of SAF to reduce dependency on fossil-based fuels. In addition, this program will help provide support and incentive payments for farmers to produce, measure, report and verify low CI corn using climate smart agricultural practices, as well as accelerate development of the low-CI corn supply chain for low-carbon ethanol and SAF.
During the three months ended March 31, 2024, the Company incurred $0.7 million of costs under the USDA Grant, which are included in Project development costs in the Consolidated Statement of Operations. During the three months ended March 31, 2024, the Company recognized $0.8 million of amounts received, included in Project development costs in the Consolidated Statement of Operations, which represent reimbursements for prior periods. The Company expects to be reimbursed for all expended eligible costs not yet reimbursed by the USDA Grant in future periods.
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LG Chem Agreement. In April 2023, we entered into a joint development agreement with LG Chem, Ltd. (“LG Chem”) a leading global chemical company to develop bio-propylene for renewable chemicals using our Ethanol-to-Olefins (“ETO”) technology. Gevo’s proprietary ETO technology can target carbon neutral or carbon negative drop-in replacements for traditional petroleum-based building blocks called olefins, including bio-propylene, which can be used for renewable chemicals or fuels including sustainable aviation fuel. These plant-based, renewable olefins would be derived from atmospheric CO2 captured through photosynthesis and are expected to deliver the same performance in final products on the market today. Under the terms of the agreement, we will provide the core enabling technology we have developed for renewable olefins to be produced from low-carbon ethanol and will collaborate with LG Chem to accelerate the pilot research, technical scale-up, and commercialization of bio-propylene. LG Chem is expected to bear all scale-up costs for chemicals and make certain payments to Gevo. In the second quarter of 2023, we received $1.1 million, net of foreign taxes of $0.2 million, and we expect to receive an additional $1.2 million through 2025 to help defray costs associated with the joint development efforts. In addition, LG Chem agreed to make certain payments to us upon commencement of commercialization as follows:
| ● | $5.0 million upon commencement of commercialization, to be paid ratably over a period of five years. |
| ● | 1% royalty on net sales for the first production facility beginning six years from commercial operation. |
| ● | 1% royalty on net sales for all subsequent production facilities upon commencement of operations. |
In April 2024, the Company met the second milestone under the joint development agreement, and expects to receive $0.8 million, net of foreign taxes of $0.1 million, during the second quarter of 2024.
Luverne Facility. In 2022, the activities at our Luverne Facility were transitioned to care and maintenance, market development, and customer education, as we shifted focus to our Net Zero Projects. The workforce adjustment which resulted allowed us to retain key personnel and redeploy some resources to our NZ1 and RNG projects to provide valuable knowledge and experience for the future strategic growth of the Company. The Luverne Facility is well equipped and positioned as a development site as it provides a unique opportunity to showcase our decarbonization and business systems and raise awareness with future partnerships, investors, and local communities, even though operations at the site have been minimized. Future operations, if any, will be tailored to support a focus on advancing our technology, testing, optimizing alternative feedstocks and yeast strains, and unit operations as well as partnership development for fuels and specialty chemicals with integrated solutions for GHG reductions. We continue to evaluate incentive opportunities recently introduced by the Inflation Reduction Act, which may positively impact the future economics of our operation at Luverne.
Nasdaq Listing Rules Compliance
On February 29, 2024, we received notice from Nasdaq that we were not in compliance with Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Price Requirement”), as the minimum bid price of our common stock had been below $1.00 per share for the previous 30 consecutive business days. We have 180 calendar days, or until August 27, 2024, to regain compliance with the Minimum Bid Price Requirement. To regain compliance, the minimum bid price of our common stock must meet or exceed $1.00 per share for a minimum of ten consecutive business days during the compliance period. In the event we do not regain compliance with the Minimum Bid Price Requirement by August 27, 2024, we may be eligible for an additional 180-calendar day compliance period. Our failure to regain compliance during the compliance period, and additional compliance period, if any, could result in delisting.
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Key Operating Metrics
The following table summarizes our RNG Segment key operating metrics, which we use to measure performance:
Three Months Ended March 31, | ||||||||||||
(in thousands, unless otherwise indicated) |
| 2024 |
| 2023 |
| Change |
| Change % |
| |||
Operating revenues |
|
|
|
|
|
|
|
|
| |||
Renewable natural gas | $ | 219 | $ | 130 | $ | 89 | 68 | % | ||||
Environmental attributes - RINs |
| 2,637 |
| 2,730 |
| (93) | (3) | % | ||||
Environmental attributes - LCFS |
| 1,134 |
| 803 |
| 331 | 41 | % | ||||
Total operating revenues | $ | 3,990 | $ | 3,663 | $ | 327 | ||||||
Cost of production (1) | $ | 2,587 | $ | 4,373 | $ | (1,786) | (41) | % | ||||
RNG metrics |
|
|
|
|
|
|
| |||||
RNG production volumes (MMBtu) |
| 89 |
| 64 |
| 25 | 39 | % | ||||
Plus: prior period RNG volumes dispensed in current period |
| 34 |
| 116 |
| (82) | (71) | % | ||||
Less: RNG production volumes not dispensed |
| (34) |
| (64) |
| 30 | (47) | % | ||||
Total RNG volumes available for RIN and LCFS generation (2) |
| 89 |
| 116 |
| (27) | (23) | % | ||||
RIN metrics |
|
|
|
|
|
|
| |||||
RIN generation (3) |
| 1,039 |
| 1,356 |
| (317) | (23) | % | ||||
Plus: prior period RINs |
| — |
| — |
| — | — | % | ||||
Total RINs available for sale |
| 1,039 |
| 1,356 |
| (317) | (23) | % | ||||
Less: RINs sold |
| (1,039) |
| (1,356) |
| 317 | (23) | % | ||||
RIN inventory |
| — |
| — |
| — | ||||||
RNG volumes not dispensed for RINs (MMBtu) (4) |
| 34 |
| 64 |
| (30) | (47) | % | ||||
Average realized RIN price (5) | $ | 2.54 | $ | 2.01 | $ | 0.53 | 26 | % | ||||
LCFS metrics |
|
|
|
|
|
|
| |||||
LCFS generation (6) | 20 | 14 | 6 | 43 | % | |||||||
Less: LCFS sold | (20) | (14) | (6) | 43 | % | |||||||
LCFS inventory | — | — | — | |||||||||
RNG volumes not dispensed for LCFS (MMBtu) |
| 34 |
| 64 |
| (30) | (47) | % | ||||
Average realized LCFS price (5) | $ | 57.29 | $ | 55.36 | $ | 1.93 | 3 | % | ||||
| (1) | The higher per unit cost reflects lower production volumes during the commissioning and ramp-up phase, which was substantially completed by the end of Q3 2023. |
| (2) | Represents gas production which has not been dispensed to generate RINs and LCFS. |
| (3) | RINs are generally generated in the month following the gas being dispensed. |
| (4) | One MMBtu of RNG has approximately the same energy content as 11.727 gallons of ethanol, and thus may generate 11.727 RINs under the RFS Program. |
| (5) | Realized prices for environmental attributes are net of third-party commissions and thus do not correspond directly to index prices. |
| (6) | LCFS credits are generally generated in the calendar quarter following the gas being dispensed. |
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Results of Operations
Comparison of the Three Months Ended March 31, 2024 and 2023 (in thousands):
| Three Months Ended March 31, |
|
|
|
| |||||||
| 2024 |
| 2023 |
| Change ($) |
| Change (%) |
| ||||
Total operating revenues | $ | 3,990 | $ | 4,060 | $ | (70) | (2) | % | ||||
Operating expenses: |
|
|
|
|
|
| ||||||
Cost of production |
| 2,587 |
| 4,425 |
| (1,838) | (42) | % | ||||
Depreciation and amortization | 4,451 | 4,575 | (124) | (3) | % | |||||||
Research and development expense |
| 1,548 |
| 1,198 |
| 350 | 29 | % | ||||
General and administrative expense |
| 12,150 |
| 10,761 |
| 1,389 | 13 | % | ||||
Project development costs |
| 5,319 |
| 2,959 |
| 2,360 | 80 | % | ||||
Facility idling costs |
| 1,076 |
| 999 |
| 77 | 8 | % | ||||
Total operating expenses |
| 27,131 |
| 24,917 |
| 2,214 | 9 | % | ||||
Loss from operations |
| (23,141) |
| (20,857) |
| (2,284) | 11 | % | ||||
Other income (expense) |
|
|
|
|
|
| ||||||
Interest expense |
| (542) |
| (539) |
| (3) | 1 | % | ||||
Interest and investment income |
| 4,593 |
| 3,784 |
| 809 | 21 | % | ||||
Other income (expense), net |
| 215 |
| (6) |
| 221 | (3,683) | % | ||||
Total other income, net |
| 4,266 |
| 3,239 |
| 1,027 | 32 | % | ||||
Net loss | $ | (18,875) | $ | (17,618) | $ | (1,257) | 7 | % | ||||
Operating revenue. During the three months ended March 31, 2024, operating revenue decreased $0.1 million compared to the three months ended March 31, 2023, primarily due to sales of RNG and environmental attributes from our RNG project. During the three months ended March 31, 2024, we sold 88,967 MMBtu of RNG from our RNG project, resulting in RNG sales of $0.2 million and environmental attribute sales of $3.8 million, see Key Operating Metrics above.
Cost of production. Cost of production decreased $1.8 million during the three months ended March 31, 2024, compared to the three months ended March 31, 2023 primarily due to the production and sales from our RNG project, which significantly increased in 2023, after the ramp-up phase.
Depreciation and amortization. Depreciation and amortization remained consistent during the three months ended March 31, 2024, compared to the three months ended March 31, 2023.
Research and development expense. Research and development expenses increased $0.4 million during the three months ended March 31, 2024, compared to the three months ended March 31, 2023, primarily due to an increase of consulting expenses and personnel related costs due to additional headcount added during the period.
General and administrative expense. General and administrative expense increased $1.4 million during the three months ended March 31, 2024, compared to the three months ended March 31, 2023, primarily due to support efforts for carbon sequestration initiatives, increases in personnel costs related to the hiring of highly qualified and skilled professionals, and professional consulting fees, partially offset by a decrease in stock-based compensation. On an annual basis, we assess our corporate cost allocation estimates across all segments to reflect the use of centralized administrative functions as well as the allocation of personnel costs related to our project development efforts. Costs incurred to date have not yet been allocated to the specific growth projects on the face of our financial statements.
Project development costs. Project development costs are primarily related to our Net-Zero Projects and Verity which consist primarily of employee expenses, preliminary engineering costs, and technical consulting costs. Project development costs increased $2.4 million during the three months ended March 31, 2024, compared to the three months ended March 31, 2023, primarily due to patent related costs, increases in personnel costs, and consulting fees.
Facility idling costs. Facility idling costs are related to the care and maintenance of our Luverne Facility. Facility idling costs remained consistent during the three months ended March 31, 2024, compared to the three months ended March 31, 2023.
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Loss from operations. The Company’s loss from operations increased by $2.3 million during the three months ended March 31, 2024, compared to the three months ended March 31, 2023, primarily due to the increase in costs for our Net-Zero and Verity projects.
Interest expense. Interest expense remained flat during the three months ended March 31, 2024, compared to the three months ended March 31, 2023, and was primarily comprised of interest on the 2021 Bonds.
Interest and investment income. Interest and investment income increased $0.8 million during the three months ended March 31, 2024, compared to the three months ended March 31, 2023, primarily due to an increase in interest earned on our cash equivalent investments as a result of higher interest rates.
Other income (expense), net. Other income (expense), net increased $0.2 million for the three months ended March 31, 2024, compared to the three months ended March 31, 2023, primarily due to the termination of an agreement at our idled Luverne Facility.
Critical Accounting Policies and Estimates
There have been no significant changes to our critical accounting estimates and policies since December 31, 2023. For a description of our other critical accounting policies and estimates that affect our significant judgments and estimates used in the preparation of our consolidated financial statements, refer to “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Estimates” contained in our 2023 Annual Report.
Our unaudited consolidated financial statements are prepared in conformity with GAAP and require our management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, costs and expenses and related disclosures. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ from these estimates, and such estimates may change if the underlying conditions or assumptions change.
Liquidity and Capital Resources
As of March 31, 2024, we had cash and cash equivalents of $270.7 million and non-current restricted cash of $69.9 million. As of March 31, 2024, we had net working capital of $260.2 million, with $22.1 million of current liabilities. Our cash equivalents consist of investments in U.S. government money market funds. We expect to use our cash, cash equivalents, and restricted cash for the following purposes: (i) identification, development, engineering, licensing, acquisition and construction of production facilities and the Company’s Net-Zero Projects; (ii) potential investment in RNG projects; (iii) potential development of the Luverne Facility; (iv) operating activities at the Company’s corporate headquarters in Colorado, including research and development work; (v) exploration of strategic alternatives and additional financing, including project financing; and (vi) future debt service obligations. We believe as a result of our cash and cash equivalents balances, and the performance of our current and expected operations, we will be able to meet our obligations and other potential cash requirements during the next 12 months from the date of this report.
Since our inception in 2005, we have devoted most of our cash resources to the development and commercialization of routes to efficiently produce fuels and chemicals from carbohydrates, such as renewable feedstock, using alcohols (isobutanol and ethanol) as intermediates. We have incurred losses since inception, have a significant accumulated deficit, and expect to incur losses for the foreseeable future. Historically we have financed our operations primarily with proceeds from the issuance of equity, warrants, borrowings under debt facilities, and interest income. Our current sources of cash include sales of RNG, environmental attributes, and licensing fees. We may also fund future operations through additional private and/or public offerings of equity or debt securities. In addition, we may seek additional capital, on acceptable terms, through arrangements with strategic partners or from other sources. Notwithstanding, there can be no assurance that we will be able to raise additional funds or achieve or sustain profitability or positive cash flows from operations.
Our transition to profitability is dependent upon, among other things, the successful development and commercialization of our projects, the development, licensing, acquisition and construction of commercial level production facilities to support our offtake agreements, the achievement of a level of revenues adequate to support the Company’s cost structure, and the ability to raise capital to finance the development, licensing, acquisition, and construction of additional production facilities.
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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, | ||||||
| 2024 |
| 2023 | |||
Net cash used in operating activities |
| $ | (16,078) |
| $ | (8,772) |
Net cash (used in) provided by investing activities | $ | (17,512) | $ | 113,524 | ||
Net cash used in financing activities | $ | (55) | $ | (62) | ||
Operating Activities
Our primary uses of cash from operating activities are personnel-related expenses, and research and development-related expenses, including costs incurred under development agreements, costs of licensing of technology, legal-related costs, and expenses for the development and commercialization of routes to efficiently produce fuels and chemicals from renewable feedstock carbohydrates using alcohols (isobutanol and ethanol) as an intermediate.
During the three months ended March 31, 2024, net cash used in operating activities was $16.1 million compared to $8.8 million for the three months ended March 31, 2023. Non-cash charges primarily consisted of depreciation and amortization of $4.5 million, stock-based compensation expense of $4.2 million, which reflects higher amortization expense for the stock awards issued in the prior period with higher market value, see Note 14 to the Consolidated Financial Statements for additional information, and non-cash expense of $0.7 million, primarily due to the Company’s 401(k) match. The net cash outflow from changes in operating assets and liabilities increased $6.0 million, primarily due to an increase in cash outflows of $3.8 million related to accounts payable, $1.1 million of prepaid expenses and other current assets, deposits and other assets and $1.7 million of costs associated with the sale of environmental attribute inventory. These were partially offset by $0.6 million related to decreases in accounts receivable.
Investing Activities
During the three months ended March 31, 2024, we had $17.5 million in cash used in investing activities, comprised of investments in our capital projects, including $0.5 million in the RNG project, $10.4 million for NZ1, and $6.6 million in other projects.
We have substantially completed the engineering design on our NZ1 project and are proceeding with detailed engineering and modularization design. We are refining the project cost estimates with EPC partners to identify opportunities to reduce and negotiate the cost. We currently expect to finance the construction of NZ1 at the subsidiary level using a combination of Company equity and third-party capital, to include non-recourse debt. In January 2024, the Company announced that it expected to spend approximately $125.0 – $175.0 million from January 2024 until the financial close of NZ1. The Company has further refined and updated its estimates and now projects a range of $90.0 – $125.0 million to be spent on NZ1 between January 2024 and the financial close of NZ1. Of that, the Company has spent approximately $17.0 million in the first quarter of 2024.
In 2022, we allocated approximately $25.0 million to develop our next Net-Zero Project, of which we have spent approximately $16.8 million. Gevo is in the process of identifying and performing early site development work for additional Net-Zero production locations. These potential sites include greenfield and brownfield (i.e., at an existing ethanol plant) locations that are advantageous in terms of potential economics, opportunities to decarbonize, and time to market.
Financing Activities
During the three months ended March 31, 2024, we had $1.5 million of net cash used in financing activities, due to payments for repurchases of the Company’s common stock, equipment loans, and finance lease liabilities.
We currently expect to finance the construction of NZ1 at the subsidiary level using a combination of our own equity, third-party capital, and debt capital. The Company expects to retain an equity interest in the project and may invest equity in the project using the proceeds from the reimbursement of the Company’s NZ1 development expenditures. Cash distributions from future NZ1 earnings would be proportionate to Gevo’s ownership in NZ1 under this expected financing structure which would allow us to conserve and redeploy our capital on other growth projects, including our Net-Zero 2 project (“NZ2”). We expect to apply similar development and financing strategies to NZ2 and future Net-Zero Projects to enable growth of SAF production to meet demand for SAF.
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Stock Repurchase Program
On May 30, 2023, we authorized a stock repurchase program, under which we may repurchase up to $25 million of our common stock. The primary goal of the repurchase program is to allow us to opportunistically repurchase shares, while maintaining our ability to fund our development projects. Under the stock repurchase program, we may repurchase shares from time to time in the open market or through privately negotiated transactions. The timing, volume and nature of stock repurchases, if any, will be at our sole discretion and will be dependent on market conditions, applicable securities laws, and other factors. The stock repurchase program may be suspended or discontinued at any time and does not have an expiration date. We repurchased 2.1 million shares of common stock for $1.4 million under the stock repurchase program during the three months ended March 31, 2024.
In April 2024, we repurchased an additional 3.3 million shares of common stock for $2.3 million under the stock repurchase program.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
As a smaller reporting company, we are not required to provide the information required by this Item. However, we note that we are exposed to market risks in the ordinary course of our business. These risks primarily consist of environmental attribute pricing, commodity pricing, interest rate, credit risk with our contract counterparties, and equity price risks. There have been no material changes since our disclosure in “Quantitative and Qualitative Disclosures About Market Risk” included in Part II, Item 7A of our 2023 Annual Report.
Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, that are designed to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required financial disclosures.
During the fiscal period covered by this report, our management, with the participation of our Chief Executive Officer and Chief Financial Officer, carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act). Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of March 31, 2024, our disclosure controls and procedures were effective to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act are recorded, processed, summarized and reported within the required time periods and are designed to ensure that information required to be disclosed in our reports is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer as appropriate, to allow timely decisions regarding required disclosure.
Changes in Internal Control Over Financial Reporting
There were no changes that occurred during the three months ended March 31, 2024, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II. OTHER INFORMATION
Item 1. Legal Proceedings.
A discussion of legal matters is found in Note 16, Commitments and Contingencies, in the accompanying Notes to the Financial Statements included in Part I - Item 1. Financial Statements of this Report.
Item 1A. Risk Factors.
You should carefully consider the risk factors discussed in Part I, Item 1A. “Risk Factors” in our 2023 Annual Report, which could materially affect our business, financial condition, cash flows or future results. There have been no material changes in our risk factors included in our 2023 Annual Report. The risk factors in our 2023 Annual Report are not the only risks facing our company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition or future results.
Item 2. Unregistered Sales of Equity Securities, and Use of Proceeds
Issuer Purchase of Equity Securities | |||||||||||
Period | Total Number of Shares Purchased | Average Price Paid per Share | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1) | Maximum Dollar Value of Shares that May Yet be Purchased Under the Plans or Programs (1) | |||||||
January 1 - 31, 2024 | - | $ | - | - | $ | 25,000,000.00 | |||||
February 1 - 29, 2024 | - | - | - | 25,000,000.00 | |||||||
March 1 - 31, 2024 | 2,127,661.00 | 0.66 | 2,127,661.00 | 23,602,976.80 | |||||||
Total | 2,127,661.00 | $ | 0.66 | 2,127,661.00 | $ | 23,602,976.80 | |||||
(1) On May 30, 2023, we authorized a stock repurchase program, under which we may repurchase up to $25 million of our common stock. The primary goal of the repurchase program is to allow us to opportunistically repurchase shares, while maintaining our ability to fund our development projects. Under the stock repurchase program, we may repurchase shares from time to time in the open market or through privately negotiated transactions. The timing, volume and nature of stock repurchases, if any, will be at our sole discretion and will be dependent on market conditions, applicable securities laws, and other factors. The stock repurchase program may be suspended or discontinued at any time and does not have an expiration date.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not applicable.
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Item 5. Other Information.
During our last fiscal quarter, the below directors and/or officers, as defined in Rule 16a-1(f), adopted, modified or terminated a “Rule 10b5-1 trading arrangement,” as defined in Item 408 of Regulation S-K. The Rule 10b5-1 trading arrangements are each intended to satisfy the affirmative defense in Rule 10b5-1(c)(1).
Name and Title | Action | Date | Duration of Plan | Total Number of Shares | ||||
Patrick R. Gruber | Adopt | March 18, 2024 | July 26, 2024 to July 25, 2025 | Up to 815,015 | ||||
Christopher M. Ryan | Adopt | March 25, 2024 | July 26, 2024 to July 25, 2025 | Up to 341,227 | ||||
L. Lynn Smull | Adopt | March 19, 2024 | July 26, 2024 to July 25, 2025 | Up to 166,264 | ||||
Paul D. Bloom | Adopt | March 25, 2024 | July 26, 2024 to July 25, 2025 | Up to 308,814 | ||||
Andrew L. Shafer | Adopt | March 20, 2024 | November 1, 2024 to October 31, 2025 | Up to 60,606 | ||||
Kimberly T. Bowron | Adopt | March 25, 2024 | July 26, 2024 to July 25, 2025 | Up to 88,960 | ||||
Alisher Nurmat | Adopt | March 20, 2024 | July 26, 2024 to July 25, 2025 | Up to 37,058 |
No other directors or officers, as defined in Rule 16a-1(f), adopted, modified and/or terminated a “Rule 10b5-1 trading arrangement,” or a “non-Rule 10b5-1 trading arrangement,” each as defined in Item 408 of Regulation S-K, during our last fiscal quarter.
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Item 6. Exhibits.
The exhibits listed below are filed or furnished as part of this report.
Incorporated by Reference | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Exhibit |
| Description |
| Form |
| File No. |
| Filing Date |
| Exhibit |
| Filed | |||
3.1 | Amended and Restated Certificate of Incorporation of Gevo, Inc. |
| 10-K |
| 001-35073 |
| February 24, 2022 | 3.1 | |||||||
| |||||||||||||||
3.2 |
| 8-K |
| 001-35073 |
| November 24, 2021 |
| 3.1 |
| ||||||
| |||||||||||||||
4.1 |
| S-1 |
| 333-168792 |
| January 19, 2011 |
| 4.1 |
| ||||||
| |||||||||||||||
31.1 | Section 302 Certification of the Principal Executive Officer. | X | |||||||||||||
31.2 | Section 302 Certification of the Principal Financial Officer. | X | |||||||||||||
| |||||||||||||||
32.1 | Section 906 Certification of the Principal Executive Officer and Principal Financial Officer. | ** | |||||||||||||
| |||||||||||||||
101.INS | Inline XBRL Instance Document (the Instance Document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document) | X | |||||||||||||
| |||||||||||||||
101.SCH | Inline XBRL Taxonomy Extension Schema | X | |||||||||||||
| |||||||||||||||
101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase | X | |||||||||||||
| |||||||||||||||
101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase | X | |||||||||||||
| |||||||||||||||
101.LAB | Inline XBRL Taxonomy Extension Label Linkbase | X | |||||||||||||
| |||||||||||||||
101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase | X | |||||||||||||
| |||||||||||||||
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document and contained in Exhibit 101) | X | |||||||||||||
** | Furnished herewith. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Gevo, Inc. | ||
(REGISTRANT) | ||
By: | /s/ Alisher Nurmat | |
Alisher Nurmat, CPA | ||
Date: May 2, 2024
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