UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
For the quarterly period ended June 30, 2022
OR
For the transition period from ________________ to ________________
Commission File Number 001-35073
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | ||||||||||
| (Address of principal executive offices) | (Zip Code) | ||||||||||
(303 ) 858-8358
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol | Name of Each Exchange on Which Registered | ||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act:
| ☒ | Accelerated filer | ☐ | |||||||||
| Non-accelerated filer | ☐ | Smaller reporting company | |||||||||
| Emerging growth company | |||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
As of August 5, 2022, 235,165,951 shares of the registrant’s common stock were outstanding.
GEVO, INC.
FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2022
TABLE OF CONTENTS
| Page | ||||||||
Consolidated Statements of Operations for the three and six months ended June 30, 2022 and 2021 (unaudited) | ||||||||
Consolidated Statements of Comprehensive Loss for the three and six months ended June 30, 2022 and 2021 (unaudited) | ||||||||
Consolidated Statements of Stockholders' Equity for the three and six months ended June 30, 2022 and 2021 (unaudited) | ||||||||
Consolidated Statements of Cash Flows for the six months ended June 30, 2022 and 2021 (unaudited) | ||||||||
2
PART I: FINANCIAL INFORMATION
Item 1. Financial Statements.
GEVO, INC.
CONSOLIDATED BALANCE SHEETS
(Unaudited, in thousands, except share and per share amounts)
| Note | As of June 30, 2022 | As of December 31, 2021 | |||||||||||||||
| Assets | |||||||||||||||||
| Current assets | |||||||||||||||||
| Cash and cash equivalents | $ | $ | |||||||||||||||
| Marketable securities (current) | 5 | ||||||||||||||||
| Restricted cash (current) | 12 | ||||||||||||||||
| Accounts receivable, net | |||||||||||||||||
| Inventories | 7 | ||||||||||||||||
| Prepaid expenses and other current assets | 4 | ||||||||||||||||
| Total current assets | |||||||||||||||||
| Property, plant and equipment, net | 8 | ||||||||||||||||
| Long-term marketable securities | 5 | ||||||||||||||||
| Long-term restricted cash | 12 | ||||||||||||||||
| Operating right-of-use assets | 6 | ||||||||||||||||
| Finance right-of-use assets | 6 | ||||||||||||||||
| Intangible assets, net | 9 | ||||||||||||||||
| Deposits and other assets | |||||||||||||||||
| Total assets | $ | $ | |||||||||||||||
| Liabilities | |||||||||||||||||
| Current liabilities | |||||||||||||||||
| Accounts payable and accrued liabilities | 11 | $ | $ | ||||||||||||||
| Operating lease liabilities (current) | 6 | ||||||||||||||||
| Finance lease liabilities (current) | 6 | ||||||||||||||||
| Loans payable - other (current) | 12 | ||||||||||||||||
| Total current liabilities | |||||||||||||||||
| 2021 Bonds payable (long-term) | 12 | ||||||||||||||||
| Loans payable - other (long-term) | 12 | ||||||||||||||||
| Operating lease liabilities (long-term) | 6 | ||||||||||||||||
| Finance lease liabilities (long-term) | 6 | ||||||||||||||||
| Other long-term liabilities | |||||||||||||||||
| Total liabilities | |||||||||||||||||
| Stockholders' Equity | |||||||||||||||||
Common stock, $ | |||||||||||||||||
| Additional paid-in capital | |||||||||||||||||
| Accumulated other comprehensive loss | ( | ( | |||||||||||||||
| Accumulated deficit | ( | ( | |||||||||||||||
| Total stockholders' equity | |||||||||||||||||
| 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)
| Note | Three months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||||
| 2022 | 2021 | 2022 | 2021 | ||||||||||||||||||||||||||
| Revenue and cost of goods sold | |||||||||||||||||||||||||||||
| Ethanol sales and related products, net | 2 | $ | $ | $ | $ | ||||||||||||||||||||||||
| Hydrocarbon revenue | 2 | ||||||||||||||||||||||||||||
| Total revenues | 2, 18 | ||||||||||||||||||||||||||||
| Cost of production (including stock-based compensation) | 13 | ||||||||||||||||||||||||||||
| Depreciation and amortization | 8, 9 | ||||||||||||||||||||||||||||
| Total cost of goods sold | |||||||||||||||||||||||||||||
| Gross loss | ( | ( | ( | ( | |||||||||||||||||||||||||
| Operating expenses | |||||||||||||||||||||||||||||
| Research and development expense (including stock-based compensation) | 13 | ||||||||||||||||||||||||||||
| Selling, general and administrative expense (including stock-based compensation) | 13 | ||||||||||||||||||||||||||||
| Preliminary stage project costs | |||||||||||||||||||||||||||||
| Other operations (including stock-based compensation) | 13 | ||||||||||||||||||||||||||||
| Loss on disposal of assets | |||||||||||||||||||||||||||||
| Depreciation and amortization | 8, 9 | ||||||||||||||||||||||||||||
| Total operating expenses | |||||||||||||||||||||||||||||
| Loss from operations | 18 | ( | ( | ( | ( | ||||||||||||||||||||||||
| Other income (expense) | |||||||||||||||||||||||||||||
| Gain (loss) from change in fair value of derivative warrant liability | ( | ||||||||||||||||||||||||||||
| Interest expense | ( | ( | ( | ( | |||||||||||||||||||||||||
| Investment income (loss) | 5 | ||||||||||||||||||||||||||||
| Gain on forgiveness of SBA loan | |||||||||||||||||||||||||||||
| Other income (expense), net | |||||||||||||||||||||||||||||
| Total other income (expense), net | |||||||||||||||||||||||||||||
| Net loss | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||||||||
| Net loss per share - basic and diluted | 3 | $ | ( | $ | ( | $ | ( | $ | ( | ||||||||||||||||||||
| Weighted-average number of common shares outstanding - basic and diluted | |||||||||||||||||||||||||||||
See the accompanying Notes to the Consolidated Financial Statements.
4
GEVO, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(Unaudited, in thousands)
| Note | Three months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||||
| 2022 | 2021 | 2022 | 2021 | ||||||||||||||||||||||||||
| Net loss | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||||||||
| Other comprehensive income (loss) | |||||||||||||||||||||||||||||
| Unrealized gain (loss) on available-for-sale securities, net of tax | 5 | ( | ( | ( | ( | ||||||||||||||||||||||||
| Adjustment for net gain (loss) realized on available-for-sale securities and included in net income, net of tax | 5 | ||||||||||||||||||||||||||||
| Total change in other comprehensive income (loss) | ( | ( | ( | ( | |||||||||||||||||||||||||
| 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 June 30, 2022 and 2021 | |||||||||||||||||||||||||||||||||||||||||
| Common Stock | Paid-In Capital | Accumulated Other Comprehensive Loss | Accumulated Deficit | Stockholders’ Equity | |||||||||||||||||||||||||||||||||||||
| Note | Shares | Amount | |||||||||||||||||||||||||||||||||||||||
| Balance, March 31, 2022 | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||||||||
| Issuance of common stock and common stock warrants, net of issuance costs | 17 | — | — | ||||||||||||||||||||||||||||||||||||||
| Non-cash stock-based compensation | 13 | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| Issuance of common stock under stock plans, net of taxes | 17 | ( | — | — | ( | ||||||||||||||||||||||||||||||||||||
| Other comprehensive loss | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||
| Balance, June 30, 2022 | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||||||||
| Balance, March 31, 2021 | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||||
| Issuance of common stock and common stock warrants, net of issuance costs | 17 | — | — | ( | — | — | ( | ||||||||||||||||||||||||||||||||||
| Issuance of common stock upon exercise of warrants | 17 | — | — | — | |||||||||||||||||||||||||||||||||||||
| Non-cash stock-based compensation | 13 | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| Issuance of common stock under stock plans, net of taxes | 17 | ( | ( | ( | — | — | ( | ||||||||||||||||||||||||||||||||||
| Other comprehensive loss | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||
| Balance, June 30, 2021 | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||||||||
See the accompanying Notes to the Consolidated Financial Statements. | |||||||||||||||||||||||||||||||||||||||||
6
GEVO, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(Unaudited, in thousands, except share amounts)
| For the six months ended June 30,2022 and 2021 | |||||||||||||||||||||||||||||||||||||||||
| Common Stock | Paid-In Capital | Accumulated Other Comprehensive Loss | Accumulated Deficit | Stockholders’ Equity | |||||||||||||||||||||||||||||||||||||
| Note | Shares | Amount | |||||||||||||||||||||||||||||||||||||||
| Balance, December 31, 2021 | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||||||||
| Issuance of common stock and common stock warrants, net of issuance costs | 17 | — | — | ||||||||||||||||||||||||||||||||||||||
| Issuance of common stock upon exercise of warrants | 17 | — | — | — | |||||||||||||||||||||||||||||||||||||
| Non-cash stock-based compensation | 13 | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| Issuance of common stock under stock plans, net of taxes | 17 | ( | — | ( | — | — | ( | ||||||||||||||||||||||||||||||||||
| Other comprehensive loss | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||
| Balance, June 30, 2022 | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||||||||
| Balance, December 31, 2020 | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||||
| Issuance of common stock, net of issuance costs | 17 | — | — | ||||||||||||||||||||||||||||||||||||||
| Issuance of common stock upon exercise of warrants | 17 | — | — | ||||||||||||||||||||||||||||||||||||||
| Non-cash stock-based compensation | 13 | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| Issuance of common stock under stock plans, net of taxes | 17 | ( | ( | ( | — | — | ( | ||||||||||||||||||||||||||||||||||
| Other comprehensive loss | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||
| Balance, June 30, 2021 | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||||||||
See the accompanying Notes to the Consolidated Financial Statements.
7
| Note | Six Months Ended June 30, | ||||||||||||||||
| 2022 | 2021 | ||||||||||||||||
| Operating Activities | |||||||||||||||||
| Net loss | $ | ( | $ | ( | |||||||||||||
| Adjustments to reconcile net loss to net cash used in operating activities: | |||||||||||||||||
| Loss on disposal of assets | |||||||||||||||||
| (Gain) on forgiveness of SBA Loans | ( | ||||||||||||||||
| Stock-based compensation | 13 | ||||||||||||||||
| Depreciation and amortization | 8, 9 | ||||||||||||||||
| Noncash interest expense | |||||||||||||||||
| Other noncash (income) expense | ( | ||||||||||||||||
| Changes in operating assets and liabilities: | |||||||||||||||||
| Accounts receivable | ( | ||||||||||||||||
| Inventories | 7 | ||||||||||||||||
| Prepaid expenses and other current assets, deposits and other assets | 4 | ( | ( | ||||||||||||||
| Accounts payable, accrued expenses and long-term liabilities | 5, 6, 11, 12, 13 | ( | |||||||||||||||
| Net cash used in operating activities | ( | ( | |||||||||||||||
| Investing Activities | |||||||||||||||||
| Acquisitions of property, plant and equipment | 8 | ( | ( | ||||||||||||||
| Acquisition of patent portfolio | 9 | ( | |||||||||||||||
| Proceeds from sale and maturity of marketable securities | 5 | ||||||||||||||||
| Purchase of marketable securities | 5 | ( | ( | ||||||||||||||
| Net cash used in investing activities | ( | ( | |||||||||||||||
| Financing Activities | |||||||||||||||||
| Proceeds from issuance of 2021 Bonds | 12 | ||||||||||||||||
| Debt and equity offering costs | 17 | ( | ( | ||||||||||||||
| Proceeds from issuance of common stock and common stock warrants | 17 | ||||||||||||||||
| Proceeds from exercise of warrants | 17 | ||||||||||||||||
| Net settlement of common stock under stock plans | 13 | ( | |||||||||||||||
| Payment of loans payable - other | 12 | ( | ( | ||||||||||||||
| Payment of finance lease liabilities | 6 | ( | |||||||||||||||
| Net cash provided by financing activities | |||||||||||||||||
| Net increase (decrease) 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 | |||||||||||||||||
| Six Months Ended June 30, | |||||||||||
| Schedule of cash, cash equivalents and restricted cash | 2022 | 2021 | |||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Restricted cash (current) | |||||||||||
| Long-term restricted cash | |||||||||||
| Total cash, cash equivalents and restricted cash | $ | $ | |||||||||
See the accompanying Notes to the Consolidated Financial Statements.
8
| Six Months Ended June 30, | |||||||||||
| Supplemental disclosures of cash and non-cash investing and financing transactions | 2022 | 2021 | |||||||||
| Cash paid for interest | $ | $ | |||||||||
| Cash paid for interest capitalized to construction in progress | $ | $ | |||||||||
| Non-cash interest capitalized to construction in progress | $ | $ | |||||||||
| Non-cash purchase of property, plant and equipment | $ | $ | |||||||||
| Right-of-use asset purchased with financing leases | $ | $ | |||||||||
| Right-of-use asset purchased with operating lease | $ | $ | |||||||||
See the accompanying Notes to the Consolidated Financial Statements.
9
1.Nature of Business, Financial Condition and Basis of Presentation
Nature of business. Gevo, Inc. (Nasdaq: GEVO) ("Gevo" or the "Company," which, unless otherwise indicated, refers to Gevo, Inc. and its subsidiaries), a Delaware corporation founded in 2005, is a growth-oriented company with the mission of solving greenhouse gas emissions for those sectors of the transportation industry that are not amenable to electrification or hydrogen.
The Company is focused on transforming renewable energy into energy-dense 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” greenhouse gas ("GHG") footprint. The Company uses 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 of its products. The “net-zero” concept means Gevo expects that by using sustainably grown feedstock (i.e., 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.
Gevo's primary market focus, given current demand and growing customer interest, is SAF. The Company believes it also has commercial opportunities for other renewable hydrocarbon products, such as (i) renewable natural gas (“RNG”), (ii) hydrocarbons for gasoline blendstocks and diesel fuel, and (iii) plastics, materials and other chemicals.
The Company believes it has the technology and know-how to convert various carbohydrate feedstocks through a fermentation process into alcohols and then transform the alcohols into renewable fuels and materials. While the Company expects its major capital deployments to focus on the production of SAF, Gevo recognizes there are opportunities to operate in several different markets, and it will pursue those opportunities when appropriate based on customer interest, access to capital and expected investment returns.
Gevo currently operates a wholly-owned development plant in Luverne, Minnesota (the "Luverne Facility"). The Luverne Facility was originally constructed in 1998 and is located on approximately 55 acres of land, which contains approximately 50,000 square feet of building space. Our Luverne Facility is a scale up and development site. Gevo intends to use the Luverne Facility to prove our processes, process concepts, unit operations and for other purposes in order to optimize feedstocks and the processes used for producing hydrocarbons from alcohols.
Gevo's renewable natural gas ("RNG") project in Northwest Iowa ("NW Iowa RNG") owned by Gevo NW Iowa RNG, LLC, generates RNG captured from dairy cow manure. The manure is supplied by three local dairies that have over 20,000 milking cows in total with additional milking cows expected, pursuant to agreements executed during the second quarter of 2022. Animal manure can be digested anaerobically to produce biogas, which is then upgraded to pipeline quality gas referred to as RNG. Gevo NW Iowa RNG, LLC then sells the RNG to the California market through an agreement with BP Canada Energy Marketing Corp. and BP Products North America Inc. (collectively, "BP").
In 2021, Gevo began construction on NW Iowa RNG under a self-perform project delivery format. Most of the construction efforts were completed at the end of 2021, and in January 2022, Gevo began the process of commissioning the project. One of the three digesters is fully operational, and the others are currently in the start-up phase.
Ultimately, the Company believes that the attainment of profitable operations is dependent upon future events, including, but not limited to (i) the successful development of the Company's initial Net-Zero Project (the "Net-Zero 1 Project"); future projects for the production of energy-dense liquid hydrocarbons using renewable energy and our proprietary technology; and (ii) the achievement of a level of revenues adequate to support its cost structure.
10
2.Revenues from Contracts with Customers and Other Revenues
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 for the six months ended June 30, 2022, and 2021 excluded 22,464,715 and 202,356 , respectively, of common stock equivalents because the effect of their inclusion would be anti-dilutive or would decrease the reported net loss per share.
Basic and diluted net loss per share is calculated as follows (net loss in thousands):
| Three months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2022 | 2021 | 2022 | 2021 | ||||||||||||||||||||
| Net loss | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Basic weighted-average shares outstanding | |||||||||||||||||||||||
| Basic net loss per share | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
11
4.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:
| June 30, 2022 | December 31, 2021 | ||||||||||
| Prepaid insurance | $ | $ | |||||||||
| Interest receivable | |||||||||||
Prepaid engineering (1) | |||||||||||
| Tax refunds | |||||||||||
| Prepaid other | |||||||||||
| Total Prepaid and other current assets | $ | $ | |||||||||
(1)Related to the Net-Zero 1 Project development.
5.Marketable Securities
The Company's investments in marketable securities are stated at fair value and are available-for-sale. The following table summarizes the Company's investments in marketable securities (in thousands) as of:
| June 30, 2022 | |||||||||||||||||||||||
| Maturity | Amortized Cost Basis | Gross Unrealized Losses | Fair Value | ||||||||||||||||||||
| Short-term marketable securities | |||||||||||||||||||||||
| U.S. Treasury notes | Within one year | $ | $ | ( | $ | ||||||||||||||||||
| U.S. Government-sponsored enterprise securities | Within one year | ( | |||||||||||||||||||||
| Total short-term marketable securities | $ | $ | ( | $ | |||||||||||||||||||
| December 31, 2021 | |||||||||||||||||||||||
| Maturity | Amortized Cost Basis | Gross Unrealized Losses | Fair Value | ||||||||||||||||||||
| Short-term marketable securities | |||||||||||||||||||||||
| U.S. Treasury notes | Within one year | $ | $ | ( | $ | ||||||||||||||||||
| U.S. Government-sponsored enterprise securities | Within one year | ( | |||||||||||||||||||||
| Total short-term marketable securities | $ | $ | ( | $ | |||||||||||||||||||
| Long-term marketable securities | |||||||||||||||||||||||
| U.S. Government-sponsored enterprise securities | Within two years | ( | |||||||||||||||||||||
| Total long-term marketable securities | $ | $ | ( | $ | |||||||||||||||||||
The cost of securities sold is based upon the specific identification method. Interest receivable related to the marketable securities of $1.0 million was included within "Prepaid expenses and other current assets" on the Consolidated Balance Sheets as of June 30, 2022.
12
Interest income from marketable securities totaled $1.2 million and $2.7 million for the three and six months ended June 30, 2022, respectively and nil
Future maturities of the Company's marketable securities are $131.4 million in 2022 and $168.6 million in 2023.
6.Leases, Right-of-Use Assets and Related Liabilities
The Company is party to an operating lease contract for the Company’s office and research facility in Englewood, Colorado, which expires in January 2029. The lease contains an option to extend the lease which management does not reasonably expect to exercise, so it is not included in the length of the term. The Company also has one production line piece of equipment with an operating lease that expires in 2024. As of June 30, 2022, right-of-use assets under operating leases totaling $2.1 million are included in "Operating right-of use assets," and related lease liabilities totaling $2.2 million ($0.4 million in current and $1.8 million in long-term) are included in the Consolidated Balance Sheets.
The Company also has four finance leases for land under arrangements related to NW Iowa RNG. Under these contracts, the Company leases land from dairy farmers on which it has built three anaerobic digesters, and related equipment and pipelines to condition raw biogas from cow manure provided by the farmers. The partially conditioned biogas is transported from the three digester sites to a central gas upgrade system located at the fourth site that will upgrade the biogas to pipeline quality RNG for sale. These leases expire at various dates between 2031 and 2050. The Company amended one of its leases in June 2022, which the Company treated as an existing lease modification due to an increase in the price per unit, resulting in an increase of the lease liability and right-of-use-asset by $0.8 million.
Since the Company elected the practical expedient to combine lease and non-lease components, all amounts paid to the lessors under these arrangements for cow manure and non-lease services are classified as lease payments and are included in the calculation of the right-of-use assets and lease liabilities. This results in significantly higher right-of-use assets and lease liabilities than if the Company did not elect this practical expedient. As of June 30, 2022, right-of-use assets under finance leases totaling $27.5 million are included in "Finance right-of-use assets," and related lease liabilities totaling $22.6 million are included in the Consolidated Balance Sheets.
The following four tables present the (a) costs by lease category, (b) other quantitative information, and (c) 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 June 30, | |||||||||||
| 2022 | 2021 | ||||||||||
| Finance lease cost: | |||||||||||
Amortization of right-of-use assets (1) | $ | $ | |||||||||
Interest on lease liabilities (1) | |||||||||||
| Operating lease cost | |||||||||||
| Short-term lease cost | |||||||||||
Variable lease cost (2) | |||||||||||
| Total lease cost | $ | $ | |||||||||
1.Amortization and interest on finance lease liabilities of $0.7 0.8
2.Represents amounts incurred in excess of minimum payments, including payments for common area expenses under our office and research facility lease, and additional amounts due under our NW Iowa RNG leases based on the number of cows maintained by the owners above the minimum required by the contracts of the respective facilities.
13
| Six Months Ended June 30, | |||||||||||
| 2022 | 2021 | ||||||||||
| Finance lease cost: | |||||||||||
Amortization of right-of use assets (1) | $ | $ | |||||||||
Interest on lease liabilities (1) | |||||||||||
| Operating lease cost | |||||||||||
| Short-Term lease cost | |||||||||||
Variable lease cost (2) | |||||||||||
| Total lease cost | $ | $ | |||||||||
1.$1.5 million and $0.8 million of amortization and interest expense for the six months ended June 30, 2022, and 2021, respectively, were capitalized as part of construction in progress. The accumulated capitalized amounts of $3.7 million is included in "Property, plant and equipment, net" in the Consolidated Balance Sheets as the related NW Iowa RNG facilities were still under construction on June 30, 2022.
2.Represents amounts incurred in excess of minimum payments, including payments for common area expenses under our office and research facility lease, and additional amounts due under our NW Iowa RNG leases based on the number of cows maintained by the owners above the minimum required by the contracts of the respective facilities.
| Six Months Ended June 30, | |||||||||||
| 2022 | 2021 | ||||||||||
| 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 finance lease liabilities | $ | $ | |||||||||
| 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, 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.
14
| Year ending December 31, | Operating Leases | Finance Leases | |||||||||
| 2022 (remaining) | $ | $ | |||||||||
| 2023 | |||||||||||
| 2024 | |||||||||||
| 2025 | |||||||||||
| 2026 | |||||||||||
| 2027 and thereafter | |||||||||||
| Total | |||||||||||
| Less: Amounts representing present value discounts | |||||||||||
| Total lease liabilities | |||||||||||
| Less: current portion | |||||||||||
| Long-term portion | $ | $ | |||||||||
7.Inventories
The following table sets forth the components of the Company’s inventory balances (in thousands) as of:
| June 30, 2022 | December 31, 2021 | ||||||||||
| Raw materials: | |||||||||||
| Corn | $ | $ | |||||||||
| Enzymes and other inputs | |||||||||||
| Palladium | |||||||||||
| Finished goods: | |||||||||||
| SAF, Isooctane, Isooctene and other | |||||||||||
| Isobutanol | |||||||||||
| Ethanol | |||||||||||
| Work in process: | |||||||||||
| Agri-Energy | |||||||||||
| Gevo | |||||||||||
| Spare parts | |||||||||||
| Total inventories | $ | $ | |||||||||
Work in process inventory includes unfinished SAF, isooctane, and isooctene inventory.
During the six months ended June 30, 2022, the Company adjusted its finished goods and work in process inventory to net realizable value and recorded a $0.8 million loss in cost of goods sold. There were no net realizable losses recorded during the six months ended June 30, 2021, as the Luverne Facility was temporarily shut down due to the COVID-19 pandemic.
15
8.Property, Plant and Equipment
The following table sets forth the Company’s property, plant and equipment by classification (in thousands) as of:
| Useful Life (in years) | June 30, 2022 | December 31, 2021 | |||||||||||||||||||||
| Land | $ | $ | |||||||||||||||||||||
| Plant facilities and infrastructure | to | ||||||||||||||||||||||
| Machinery and equipment | to | ||||||||||||||||||||||
| Furniture and office equipment | to | ||||||||||||||||||||||
| Software | to | ||||||||||||||||||||||
| Construction in progress | |||||||||||||||||||||||
| Total property, plant and equipment | |||||||||||||||||||||||
| Less accumulated depreciation and amortization | ( | ( | |||||||||||||||||||||
| Property, plant and equipment, net | $ | $ | |||||||||||||||||||||
The Company recorded depreciation expense of $1.2 million and $2.3 million for the three and six months ended June 30, 2022, respectively, as compared with $1.2 million and $2.4 million for the same periods ended June 30, 2021.
At June 30, 2022, construction in progress included accruals of $11.5 million.
Construction in progress includes $0.8 million for Gevo, $13.4 million for our subsidiary, Agri-Energy, LLC ("Agri-Energy") $75.5 million for NW Iowa RNG and $38.4 million for the Net-Zero 1 Project at June 30, 2022. Construction in progress includes $0.4 million for Gevo, $9.1 million for Agri-Energy, $56.9 million for NW Iowa RNG and $22.5 million for the Net-Zero 1 Project at December 31, 2021. Construction in progress is not subject to depreciation until the assets are placed into service.
Borrowing costs. Borrowing costs directly attributable to acquisition and construction of an asset are capitalized until it is completed and ready for its intended use, and thereafter are recognized in profit or loss for the current period. The Company capitalized $0.8 million and nil of interest expense for the six months ended June 30, 2022, and June 30, 2021, respectively.
9.Intangible Assets
Intangible assets consist of patents, which management evaluates to determine whether they (i) support current products, (ii) support planned research and development, or (iii) prevent others from competing with Gevo's products.
The following table sets forth the Company’s identifiable intangible assets by classification (in thousands) as of:
| June 30, 2022 | |||||||||||||||||||||||
| Gross Carrying Amount | Accumulated Amortization | Identifiable Intangible Assets, Net | Weighted-Average Useful Life (Years) | ||||||||||||||||||||
| Patents | $ | $ | ( | $ | |||||||||||||||||||
| Defensive assets | ( | ||||||||||||||||||||||
| Identifiable intangible assets | $ | $ | ( | $ | |||||||||||||||||||
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| December 31, 2021 | |||||||||||||||||||||||
| Gross Carrying Amount | Accumulated Amortization | Identifiable Intangible Assets, Net | Weighted-Average Useful Life (Years) | ||||||||||||||||||||
| Patents | $ | $ | ( | $ | |||||||||||||||||||
| Defensive assets | ( | ||||||||||||||||||||||
| Identifiable intangible assets | $ | $ | ( | $ | |||||||||||||||||||
The Company recorded amortization expense of $0.3 million and $0.6 million for the three and six months ended June 30, 2022, respectively, as compared with nil and nil for the same periods ended June 30, 2021.
The following table details the estimated amortization of identifiable intangible assets as of June 30, 2022 (in thousands):
| Year ending December 31, | Patents | Defensive Assets | Total | ||||||||||||||
| 2022 (remaining) | $ | $ | $ | ||||||||||||||
| 2023 | |||||||||||||||||
| 2024 | |||||||||||||||||
| 2025 | |||||||||||||||||
| 2026 | |||||||||||||||||
| 2027 and thereafter | |||||||||||||||||
| Total | $ | $ | $ | ||||||||||||||
10.Deposits and Other Assets
The following table sets forth the components of the Company's Deposits and other assets (in thousands) as of:
| June 30, 2022 | December 31, 2021 | ||||||||||
Deposits (1) | $ | $ | |||||||||
Equity interest (2) | |||||||||||
Exclusivity fees (3) | |||||||||||
| Total Deposits and Other Assets | $ | $ | |||||||||
(1) Deposits for legal services and product for the Net-Zero 1 Project.
(2) The Company directly holds 4.6 % interest of the Series A Preferred Stock in Juhl Clean Energy Assets, Inc. ("Juhl"), which is not a publicly listed entity with readily determinable fair value. The Company therefore measures the securities at cost, which is deemed to be the value indicated by the last observable transaction in Juhl's stock, subject to impairment. The equity interest in Juhl is also pledged as collateral against two future obligations to Rock County Wind Fuel, LLC ("RCWF"), a Juhl subsidiary, see Footnote 15, Commitments and Contingencies, for additional information.
17
11.Accounts Payable and Accrued Liabilities
The following table sets forth the components of the Company's accounts payable and accrued liabilities (in thousands) as of:
| June 30, 2022 | December 31, 2021 | ||||||||||
| Accounts payable | $ | $ | |||||||||
| Accrued liabilities | |||||||||||
| Accrued payroll and related benefits | |||||||||||
| Other accrued liabilities | |||||||||||
| Total accounts payable and accrued liabilities | $ | $ | |||||||||
12.Debt
2021 Bond Issuance
On April 15, 2021, on behalf of Gevo NW Iowa RNG, LLC, the Iowa Finance Authority ("the "Authority") issued $68,155,000 of its non-recourse Solid Waste Facility Revenue Bonds (Gevo NW Iowa RNG, LLC Renewable Natural Gas Project), Series 2021 (Green Bonds) (the "2021 Bonds") for NW Iowa RNG. The bond proceeds are being used as a source of construction financing alongside equity from the Company. The bonds were issued under a Trust Indenture dated April 1, 2021 (the "Indenture") between the Authority and Citibank, N.A. as trustee (the "Trustee"). The 2021 Bonds mature April 1, 2042. The bonds initially bear interest at 1.50 % per annum during the Initial Term Rate Period, (as defined in the Indenture), payable semi-annually on January 1 and July 1 of each year. The effective interest rate is 1 %. The bonds are supported by a $71.2 million irrevocable direct pay letter of credit (the "Letter of Credit") with a 1/2% annual fee, paid quarterly. The Letter of Credit expires April 4, 2024 (unless terminated earlier), and was issued by Citibank N.A. The Trustee can draw sufficient amounts on the Letter of Credit to pay the principal and interest until the first mandatory tender date of April 1, 2024. The bonds are callable and re-marketable on or after October 1, 2022. If the bonds have not been called and re-marketed by the first mandatory tender date, the Trustee may draw on the Letter of Credit to repay the bonds in their entirety at the purchase price. Gevo deposited $71.2 million with the Trustee as restricted cash to secure any amounts drawn under the Letter of Credit. As of June 30, 2022, no amounts have been drawn under the Letter of Credit.
Gevo anticipates re-marketing the 2021 Bonds in the fall of 2022 under revised terms that will include a long-term maturity date and be non-recourse to Gevo. Upon a successful remarketing, Gevo anticipates that the Letter of Credit, the associated reimbursement agreement and the associated pledge of cash will be terminated, with a concurrent release of the restricted cash securing the Letter of Credit.
The 2021 Bonds were issued at a premium of $0.8 million and debt issuance costs were $3.0 million. The bond debt is classified as long-term debt and is presented net of the premium and issuance costs, which are being amortized over the life of the bonds using the interest method. As of June 30, 2022, the premium balance and the debt issuance cost net of amortization were $0.5 million and $1.9 million, respectively.
Restricted cash and cash equivalents. The Company’s restricted cash and cash equivalents consists of unused proceeds from the issuance of the 2021 Bonds and are restricted for the purpose of constructing NW Iowa RNG projects as well as amounts pledged and assigned to the Trustee in its capacity as provider of the Letter of Credit as collateral for the reimbursement obligations of Gevo.
The proceeds from issuance of the 2021 Bonds are maintained by the Trustee under the Indenture and are released to the Company only to pay costs of the construction of NW Iowa RNG. The Company has used $63.8 million for the project. As of June 30, 2022, unused bond proceeds of $5 million are included in restricted cash and classified as current since the proceeds will be distributed within 12 months.
As of June 30, 2022, $71.2 million is held in restricted cash as collateral for the Letter of Credit. The Company is entitled to receive interest income on the restricted cash.
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The restricted cash held by the Trustee is made up of the following (in thousands), which amounts are reflected since inception and as of, as applicable:
| June 30, 2022 | |||||
| Bond proceeds | $ | ||||
| Disbursement of funds | ( | ||||
| Interest paid on bonds | ( | ||||
| Funds transferred to current restricted assets (to pay interest on bonds) | |||||
| Interest income | |||||
| Total restricted bond cash held by Trustee | |||||
| Restricted cash for bond collateral held by Trustee | |||||
| Total restricted cash held by Trustee | |||||
| Current restricted cash held by Trustee | ( | ||||
| Long-term restricted cash held by Trustee | $ | ||||
Loans Payable - Other
The equipment loans are secured by the related equipment.
In April 2020, the Company and Agri-Energy each entered into a loan agreement with Live Oak Banking Company, pursuant to which the Company and Agri-Energy obtained loans from the Small Business Administration's Paycheck Protection Program (“SBA PPP”) totaling $1.0 million in the aggregate (the "SBA Loans").
In April 2021, the Small Business Administration forgave the entire balance of $0.5 million of the Company's and $0.1 million of Agri-Energy's loans and accrued interest obtained through the SBA PPP. The remaining SBA Loan for Agri-Energy totals $0.3 million, bears interest at 1.0 % per annum and matures in April 2025. Monthly payments of $8,230 , including interest, began on June 5, 2021, and are payable through April 2025.
The summary of the Company's long-term debt is as follows (in thousands) as of:
| Interest Rate | Maturity Date | June 30, 2022 | December 31, 2021 | ||||||||||||||||||||||||||||||||
| 2021 Bonds | January 2042 | $ | $ | ||||||||||||||||||||||||||||||||
| SBA Loans | April 2025 | ||||||||||||||||||||||||||||||||||
| Equipment | to | February 2022 | to | December 2024 | |||||||||||||||||||||||||||||||
| Total loans payable - other | |||||||||||||||||||||||||||||||||||
| Less current portion | ( | ( | |||||||||||||||||||||||||||||||||
| Long-term portion | $ | $ | |||||||||||||||||||||||||||||||||
| Year Ending December 31, | Total Debt | ||||
| 2022 (remaining) | $ | ||||
| 2023 | |||||
| 2024 | |||||
| 2025 | |||||
| 2026 | |||||
| Total loans payable - other | $ | ||||
19
13.Stock-Based Compensation
Equity incentive plans. In February 2011, the Company’s stockholders approved the Gevo, Inc. 2010 Stock Incentive Plan (as amended and restated to date, the "2010 Plan"), and the Employee Stock Purchase Plan (the "ESPP").
The 2010 Plan provides for the grant of non-qualified stock options, incentive stock options, stock appreciation rights, restricted stock awards, restricted stock units and other equity awards to employees and directors of the Company. On June 9, 2021, upon approval of stockholders at the 2021 Annual Meeting of Stockholders, the 2010 Plan was amended and restated, which increased the number of shares of common stock reserved for issuance under the 2010 Plan to 22,980,074 shares. On June 30, 2022, 7,645,467 shares remained available for awards under the 2010 Plan.
Restricted common stock and non-qualified stock option activity during the six months ended June 30, 2022, consisted of the following:
| Period | Total Number of Restricted Shares Issued | Total Number of Non-qualified Stock Options Granted | Vesting Periods Years | ||||||||||||||||||||
January 1, 2022 to March 31, 2022 (1) | ( | N/A | |||||||||||||||||||||
April 1, 2022 to June 30, 2022 (1) | ( | N/A | |||||||||||||||||||||
| Total | ( | ||||||||||||||||||||||
(1)Includes shares of common stock cancelled in relation to unvested restricted stock awards.
Employee Stock Purchase Plan ("ESPP"). The offering periods for the ESPP are from January 1 to June 30 and from July 1 to December 31 of each calendar year. The Company has reserved 190 shares of common stock for issuance under the ESPP, of which 190 shares as of June 30, 2022, are available for future issuance. The purchase price of the common stock under the ESPP is 85 % lower than the fair market value of a share of common stock on the first or last day of the purchase period. There were no
Stock Appreciation Rights. The Company granted 67,739 stock appreciation rights valued at an aggregate of $0.1 million on the respective dates of grant during the year ended December 31, 2018. The vesting period for stock appreciation rights granted are based upon a service period. The stock appreciation rights have the potential to be cash settled in the event there are insufficient shares available from the 2010 Plan and are therefore classified as a liability and remeasured at each reporting period based on the price of the Company's common stock.
Stock-based compensation expense. The Company records stock-based compensation expense during the requisite service period for share-based payment awards granted to employees and non-employees. Our stock-based compensation is classified as either an equity award or a liability award in accordance with generally accepted accounting principles. The fair value of an equity-classified award is determined at the grant date and is amortized on a straight-line basis over the vesting life of the award. The fair-value of a liability-classified award is determined on a quarterly basis through the final vesting date and is amortized based on the current fair value of the award and the percentage of vesting period incurred to date.
20
The following table sets forth the Company’s stock-based compensation expense for the periods indicated (in thousands):
| Three months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2022 | 2021 | 2022 | 2021 | ||||||||||||||||||||
| Equity Classified Awards | |||||||||||||||||||||||
| Stock options | |||||||||||||||||||||||
| Cost of goods sold | $ | $ | $ | $ | |||||||||||||||||||
| Research and development | |||||||||||||||||||||||
| Selling, general and administrative | |||||||||||||||||||||||
| Preliminary stage projects | |||||||||||||||||||||||
| Other | |||||||||||||||||||||||
| Restricted stock | |||||||||||||||||||||||
| Cost of goods sold | |||||||||||||||||||||||
| Research and development | |||||||||||||||||||||||
| Selling, general and administrative | |||||||||||||||||||||||
| Preliminary stage projects | |||||||||||||||||||||||
| Other | |||||||||||||||||||||||
| Total equity classified awards | |||||||||||||||||||||||
| Liability Classified Awards | |||||||||||||||||||||||
| Restricted stock | |||||||||||||||||||||||
| Selling, general and administrative | ( | ( | |||||||||||||||||||||
| Stock appreciation rights | |||||||||||||||||||||||
| Research and development | ( | ( | ( | ||||||||||||||||||||
| Selling, general and administrative | ( | ( | ( | ||||||||||||||||||||
| Total liability classified awards | ( | ( | ( | ||||||||||||||||||||
| Total stock-based compensation | $ | $ | $ | $ | |||||||||||||||||||
Stock option award activity. Stock option activity under the Company’s stock incentive plans and changes during the six months ended June 30, 2022, were as follows:
Number of Options | Weighted-Average Exercise Price (1) | Weighted-Average Remaining Contractual Term (years) | Aggregate Intrinsic Value | ||||||||||||||||||||
| Options outstanding at December 31, 2021 | $ | $ | |||||||||||||||||||||
| Granted | $ | $ | |||||||||||||||||||||
| Canceled or forfeited | ( | $ | $ | ||||||||||||||||||||
| Exercised | $ | ||||||||||||||||||||||
| Options outstanding at June 30, 2022 | $ | $ | |||||||||||||||||||||
| Options vested and expected to vest at June 30, 2022 | $ | $ | |||||||||||||||||||||
(1) Exercise price of options outstanding range from $2.73 to $19,620.00 as of June 30, 2022. The higher range end of the range is due to historical stock reverse splits.
21
As of June 30, 2022, the total unrecognized compensation expense, net of estimated forfeitures, relating to stock options was $14.6 million, which is expected to be recognized over the remaining weighted-average period of approximately 3.3 years.
Restricted stock. Non-vested restricted stock awards and the changes during the six months ended June 30, 2022, were as follows:
Number of Shares | Weighted-Average Grant-Date Fair Value | ||||||||||
| Outstanding at December 31, 2021 | $ | ||||||||||
| Granted | $ | ||||||||||
| Exercised | ( | $ | |||||||||
| Canceled or forfeited | ( | $ | |||||||||
| Vested | ( | $ | |||||||||
| Non-vested at June 30, 2022 | $ | ||||||||||
14.Income Taxes
15.Commitments and Contingencies
Legal matters. From time to time, the Company has been, and may again become, involved in legal proceedings arising in the ordinary course of its business. The Company is not presently a party to any litigation and is not aware of any pending or threatened litigation against the Company that it believes could have a material adverse effect on its business, operating results, financial condition or cash flows.
Indemnifications. In the ordinary course of its business, the Company makes certain indemnities under which it may be required to make payments in relation to certain transactions. As of June 30, 2022, the Company did no t have any liabilities associated with indemnities.
In addition, the Company, as permitted under Delaware law and in accordance with its amended and restated certificate of incorporation and second amended and restated bylaws, in each case, as amended to date, indemnifies its officers and directors for certain events or occurrences, subject to certain limits, while the officer or director is or was serving at the Company’s request in such capacity. The duration of these indemnifications, commitments, and guarantees varies and, in certain cases, is indefinite. The maximum amount of potential future indemnification is unlimited; however, the Company has a director and officer insurance policy that may enable it to recover a portion of any future amounts paid. The Company accrues for losses for any known contingent liability, including those that may arise from indemnification provisions, when future payment is probable. No such losses have been recorded to date.
Environmental liabilities. The Company’s operations are subject to environmental laws and regulations adopted by various governmental authorities in the jurisdictions in which it operates. These laws require the Company to investigate and remediate the effects of the release or disposal of materials at its locations. Accordingly, the Company has adopted policies, practices and procedures in the areas of pollution control, occupational health and the production, handling, storage and use of hazardous materials to prevent material environmental or other damage, and to limit the financial
22
liability which could result from such events. Environmental liabilities are recorded when the Company’s liability is probable, and the costs can be reasonably estimated. No environmental liabilities have been recorded as of June 30, 2022.
In February 2022, an incident occurred at one of the anaerobic digesters that is part of NW Iowa RNG that resulted in the accidental discharge of a mixture of water and manure into the environment. We promptly notified the Iowa Department of Natural Resources (the "DNR") and began mitigation work to minimize the impact of the discharge. The DNR has issued a notice of violation in connection with the discharge. This matter was resolved with the DNR in July 2022 through an administrative consent order and damages of $10,000 were assessed.
In April 2022, two separate incidents occurred at two of the anaerobic digesters that are part of NW Iowa RNG that resulted in the accidental discharge of very small amounts of water and manure into the environment. The DNR has issued notices of violation in connection with the two discharges.
There is a possibility that the DNR will initiate an enforcement action with respect to the April 2022, discharges described above that could result in a monetary sanction being levied against Gevo for the accidental discharges. We do not believe that any such monetary sanctions would be material to the Company.
The Company's investment in Juhl is pledged as a collateral for two commitments related to a purchase of wind electricity for the Luverne Facility, as well as 100 % of RCWF's renewable energy credits. Gevo has a commitment to purchase all of RCWF's electricity. The portion not used by the Luverne Facility is charged to the Company at a lower price. The estimated commitments as of June 30, 2022, and thereafter are shown below:
| Year ending December 31, | Electricity Above Use (estimated) | Renewable Energy Credits | |||||||||
| 2022 (remaining) | $ | $ | |||||||||
| 2023 | |||||||||||
| 2024 | |||||||||||
| 2025 | |||||||||||
| 2026 | |||||||||||
| 2027 and thereafter | |||||||||||
| Total commitments | $ | $ | |||||||||
16.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.
23
The carrying value and fair value, by fair value hierarchy, of the Company's financial instruments at June 30, 2022, and December 31, 2021, respectively, are as follows (in thousands):
| Fair Value Measurements at June 30, 2022 | |||||||||||||||||||||||
| Fair Value at June 30, 2022 | Quoted Prices in Active Markets for Identical Assets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | ||||||||||||||||||||
| Recurring | |||||||||||||||||||||||
| Marketable securities | |||||||||||||||||||||||
| U.S. Treasury notes | $ | $ | $ | $ | |||||||||||||||||||
| U.S. Government-sponsored enterprise securities | |||||||||||||||||||||||
| Other | |||||||||||||||||||||||
| Liability-classified restricted stock awards | |||||||||||||||||||||||
| Total recurring | $ | $ | $ | $ | |||||||||||||||||||
| Fair Value Measurements at December 31, 2021 | |||||||||||||||||||||||
| Fair Value at December 31, 2021 | Quoted Prices in Active Markets for Identical Assets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | ||||||||||||||||||||
| Recurring | |||||||||||||||||||||||
| Marketable securities | |||||||||||||||||||||||
| U.S. Treasury notes | $ | $ | $ | $ | |||||||||||||||||||
| U.S. Government-sponsored enterprise securities | |||||||||||||||||||||||
| Other | |||||||||||||||||||||||
| Liability-classified restricted stock awards | |||||||||||||||||||||||
| Total recurring | $ | $ | $ | $ | |||||||||||||||||||
There were no transfers to or from Level 2 or Level 3 in the six months ended June 30, 2022.
For the 2021 Bonds, the fair values are estimated using the Black-Derman-Toy interest rate lattice framework. The effective maturity of the 2021 Bonds was assumed to be April 1, 2024 (three years from issuance) with repayment of 100 % of principal on that date. The impact of the Company's optional redemption feature, effective October 1, 2022, is appropriately captured by the Black-Derman-Toy interest rate lattice. The carrying values and estimated fair values of the 2021 Bonds as of June 30, 2022, are summarized as follows:
| June 30, 2022 | |||||||||||
| Carrying Value | Estimated Fair Value | ||||||||||
| 2021 Bonds | $ | $ | |||||||||
24
17.Shareholders' Equity
Share Issuances
In February 2018, the Company commenced an at-the-market offering program, which allows it to sell and issue shares of its common stock from time to time. In 2021, the at-the-market offering program was amended to provide a total capacity of $500.0 million. As of June 30, 2022, the Company has remaining capacity to issue up to approximately $360.6 million of common stock under the at-the-market offering program.
On June 8, 2022, the Company completed a registered direct offering pursuant to a securities purchase agreement with certain institutional investors providing for the issuance and sale by the Company of an aggregate of 33,333,336 shares of the Company’s common stock at a price of $4.50 per share accompanied by 33,333,336 Series 2022-A warrants to purchase shares of the Company’s common stock (each, a “Series 2022-A Warrant”) (the “June 2022 Offering”). The Series 2022-A Warrants are exercisable for a term of five years from the date of issuance at an exercise price of $4.37 per Series 2022-A Warrant. As of June 30, 2022, none of the Series 2022-A Warrants had been exercised.
The net proceeds to the Company from the June 2022 Offering were $139.0 million, after deducting placement agent fees, advisory fees and other estimated offering expenses payable by the Company, and not including any future proceeds from the exercise of the Series 2022-A Warrants. The Company intends to use the net proceeds from the June 2022 Offering to fund future operations and capital projects.
Warrants
The Company evaluated the Series 2022-A Warrants for liability or equity classification and determined that equity treatment was appropriate because the Series 2022-A Warrants do not meet the definition of liability instruments.
The Series 2022-A Warrants are classified as component of permanent equity because they are freestanding financial instruments that are legally detachable and separately exercisable from the shares of common stock with which they were issued, are immediately exercisable, do not embody an obligation for the Company to repurchase its shares, and permit the holders to receive a fixed number of shares of common stock upon exercise. In addition, the Series 2022-A Warrants do not provide any guarantee of value or return. The Company valued the Series 2022-A Warrants at issuance using the Black-Scholes option pricing model and determined the fair value of the Series 2022-A Warrants to purchase the Company’s common stock at $92.9 million. The key inputs to the valuation model included a weighted average volatility of 151.1 %, a risk-free rate of 2.86 % and an expected term of five years .
While the Company believes that its valuation methods are appropriate and consistent with other market participants, it recognizes that the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different estimate of fair value at the reporting date.
On February 17, 2022, the Series K warrants expired with 7,126 unexercised warrants.
The following table sets forth information pertaining to shares issued upon the exercise of warrants:
| Issuance Date | Expiration Date | Exercise Price as of June 30, 2022 | Shares Underlying Warrants on Issuance Date | Shares Issued upon Warrant Exercises as of June 30, 2022 | Shares Underlying Warrants Outstanding as of June 30, 2022 | ||||||||||||||||||||||||||||||
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.
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During the six months ended June 30, 2022, common stock was issued as a result of the exercise of warrants as shown below (dollars in thousands):
| Common Stock Issued | Proceeds | ||||||||||
| Series 2020-A Warrants | $ | ||||||||||
18.Segments
The Company has organized its operations and activities into three reportable segments: (i) Gevo segment; (ii) Agri-Energy segment; (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 responsible for development and construction of our Net-Zero projects.
Agri-Energy segment. The Agri-Energy segment is currently responsible for the operation of the Company’s Luverne Facility, development and optimization of the production of isobutanol, ethanol and related products.
Renewable Natural Gas segment. The Renewable Natural Gas segment produces low-carbon methane from manure for the production of RNG.
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| Three Months Ended June 30, 2022 | |||||||||||||||||||||||
| Gevo | Agri-Energy | Renewable Natural Gas | Consolidated | ||||||||||||||||||||
| Revenues | $ | $ | $ | $ | |||||||||||||||||||
| Loss from Operations | $ | ( | $ | ( | $ | $ | ( | ||||||||||||||||
| Acquisitions of patents, plant, property and equipment | $ | $ | $ | $ | |||||||||||||||||||
| Three Months Ended June 30, 2021 | |||||||||||||||||||||||
| Gevo | Agri-Energy | Renewable Natural Gas | Consolidated | ||||||||||||||||||||
| Revenues | $ | $ | $ | $ | |||||||||||||||||||
| Loss from Operations | $ | ( | $ | ( | $ | $ | ( | ||||||||||||||||
| Acquisitions of patents, plant, property and equipment | $ | $ | $ | $ | |||||||||||||||||||
| Six Months Ended June 30, 2022 | |||||||||||||||||||||||
| Gevo | Agri-Energy | Renewable Natural Gas | Consolidated | ||||||||||||||||||||
| Revenues | $ | $ | $ | $ | |||||||||||||||||||
| Loss from Operations | $ | ( | $ | ( | $ | $ | ( | ||||||||||||||||
| Acquisitions of patents, plant, property and equipment | $ | $ | $ | $ | |||||||||||||||||||
| Six Months Ended June 30, 2021 | |||||||||||||||||||||||
| Gevo | Agri-Energy | Renewable Natural Gas | Consolidated | ||||||||||||||||||||
| Revenues | $ | $ | $ | $ | |||||||||||||||||||
| Loss from Operations | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Acquisitions of patents, plant, property and equipment | $ | $ | $ | $ | |||||||||||||||||||
| June 30, 2022 | |||||||||||||||||||||||
| Gevo | Agri-Energy | Renewable Natural Gas | Consolidated | ||||||||||||||||||||
| Total assets | $ | $ | $ | $ | |||||||||||||||||||
| December 31, 2021 | |||||||||||||||||||||||
| Gevo | Agri-Energy | Renewable Natural Gas | Consolidated | ||||||||||||||||||||
| Total assets | $ | $ | $ | $ | |||||||||||||||||||
19.Subsequent Events
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Agreement, the Company will pay Kingbrook a one-time system development charge of $6.7 million, with 50 % of such payment due in August 2022 and the remaining 50 % due over the 24 months following execution.
On July 25, 2022, the Company closed on the purchase of approximately 245 acres near Lake Preston, South Dakota for the Net-Zero 1 Project. The total net purchase price for the land was approximately $6.0 million.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Forward-Looking Statements
This Quarterly Report on Form 10-Q (this “Report”) contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). When used anywhere in this Report, the words “expect,” “believe,” “anticipate,” “estimate,” “intend,” “plan” and similar expressions are intended to identify forward-looking statements. These statements relate to future events or our future financial or operational performance and involve known and unknown risks, uncertainties and other factors that could cause our actual results, levels of activity, performance or achievements to differ materially from those expressed or implied by these forward-looking statements. These statements reflect our current views with respect to future events and are based on assumptions and subject to risks and uncertainties. These forward-looking statements include, among other things, statements about: the impact of the novel coronavirus ("COVID-19") pandemic on our business, our financial condition, our results of operation and liquidity, our ability to finance and construct our Net-Zero 1 Project (as defined below), our ability to produce our products at our demonstration facility in Luverne, Minnesota (the “Luverne Facility”) or elsewhere, our ability to meet production, financial and operational guidance, our strategy to pursue low-carbon or "net-zero" carbon renewable fuels for sale into California and elsewhere, our ability to replace our fossil-based energy sources with renewable energy sources at our Net-Zero 1 Project, our Luverne Facility and elsewhere, our ability and plans to construct greenfield commercial hydrocarbon facilities to produce sustainable aviation fuel ("SAF") and renewable premium gasoline/isooctane, our ability to raise additional funds to finance our business, our ability to perform under our existing off-take agreements and other supply agreements we may enter into in the future, our ability to successfully construct and operate our renewable natural gas ("RNG") project in Iowa, our ability to produce 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, the expected cost-competitiveness and relative performance attributes of our products, our strategy to pursue alcohol-to-SAF, additional competition and changes in economic conditions and the future price and volatility of petroleum and products derived from petroleum. Important factors could cause actual results to differ materially from those indicated or implied by forward-looking statements such as those contained in documents we have filed with the U.S. Securities and Exchange Commission (the “SEC”), including this Report in Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” our Annual Report on Form 10-K for the year ended December 31, 2021 (our “2021 Annual Report”), including Item 1A. "Risk Factors" of our 2021 Annual Report and subsequent reports on Form 10-Q. All forward-looking statements in this Report are qualified entirely by the cautionary statements included in this Report and such other filings. These risks and uncertainties or other important factors could cause actual results to differ materially from results expressed or implied by forward-looking statements contained in this Report. These forward-looking statements speak only as of the date of this Report. We undertake no intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, and readers should not rely on the forward-looking statements as representing the Company’s views as of any date subsequent to the date of the filing of this Report.
Unless the context requires otherwise, in this Report the terms “we,” “us,” “our” and the “Company” refer to Gevo, Inc. and its subsidiaries.
The following discussion should be read in conjunction with our unaudited consolidated financial statements and the related notes and other financial information appearing elsewhere in this Report. Readers are also urged to carefully review and consider the various disclosures made by us which attempt to advise interested parties of the factors which affect our business, including, without limitation, the disclosures in our 2021 Annual Report.
Company Overview
Gevo, Inc. (Nasdaq: GEVO), a Delaware corporation founded in 2005, is a growth-oriented company with the mission of solving the problem of greenhouse gas emissions for those sectors of the transportation industry that are not amenable to electrification or hydrogen. We believe that the market size for hydrocarbon fuels will continue to remain significant in the long-term even with the rapid adoption of electric vehicles and hydrogen technologies. We also believe that we can achieve at least one billion gallons of hydrocarbon production and sales by 2030.
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We are focused on transforming renewable energy into energy-dense liquid hydrocarbons that can be used as renewable fuels, such as SAF, with the potential to achieve a “net-zero” 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 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 of our products. The "net-zero" concept means we expect to produce fuels that could have a carbon neutral or a net-zero GHG footprint across the whole of the life cycle of the fuel from capture of renewable carbon, through production, and subsequent burning of the fuel in, for example, a jet engine.
Our primary market focus, given current demand and growing customer interest, is SAF. We believe 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. The global fuel consumption by commercial airlines was an all-time high of 95 billion gallons in 2019. However, due to the COVID-19 pandemic, fuel consumption dropped to 52 billion gallons in 2020 and reached 57 billion gallons in 2021.
We believe that there is a growing and significant market demand for SAF based on a number of factors, including:
● | The International Air Transport Association ("IATA") 77th Annual General Meeting approved a resolution for the global air transport industry to achieve net-zero carbon emissions by 2050. IATA has 288 airline members, including Alaska Airlines, American Airlines, Delta Air Lines, FedEx Express, United Airlines and UPS Airlines. | ||||
● | Starting on March 1, 2020, Delta Air Lines committed spending $1 billion over the next 10 years on its objective around mitigating emissions from its global business going forward. Delta will invest in driving innovation, advancing clean air travel technologies, accelerating the reduction of carbon emissions and waste, and establishing new projects to mitigate the balance of emissions. | ||||
● | The oneworld® alliance committed to a target of 10% SAF use across the alliance by 2030 and plans to reach net zero emissions by 2050. | ||||
We believe we possess the ability to convert various carbohydrate feedstocks through a fermentation process into alcohols and then transform the alcohols into renewable fuels and materials, through a combination of our own technology, know-how, engineering, and licensing of technology and engineering from Axens North America, Inc. ("Axens"). While we expect our major capital deployments to focus on the production of SAF, we recognize there are opportunities to operate in several different renewable fuels and materials markets and we will pursue those opportunities when appropriate based on customer interest, access to capital, and expected investment returns.
Our production processes use carbohydrates as a feedstock. Carbohydrates are plant matter that result from photosynthesis. Photosynthesis is the natural process by which carbon dioxide is captured from the air by plants. The carbon in carbohydrates is therefore renewable because it is already in the atmosphere. The carbohydrates are fermented to produce alcohol intermediate products (e.g., ethanol or isobutanol). The alcohol-based intermediates are then chemically processed to make renewable hydrocarbons. To achieve net-zero carbon intensity ("CI") across the whole life cycle of the products, we believe:
| ● | carbohydrates with a low CI score must be used in production; | ||||
| ● | the energy (electricity and heat source) used in production must be de-fossilized; and | ||||
| ● | the products cannot contain fossil-based carbon. | ||||
We believe sustainably grown industrial field corn (i.e., corn that is grown with precision agricultural techniques and low-till or no till cultivation to conserve nutrients, prevent water runoff, and erosion) is the best feedstock to commercialize initially because:
| ● | it produces a significant amount of protein and vegetable oil for nutritional products on a per acre basis while also producing an abundance of low CI carbohydrates that can be captured and used as a feedstock for fuels and chemicals; | ||||
| ● | the protein and oil that are produced, easily separated, and sold as co-products into the food chain markets. The protein and oil revenue serves to offset the cost of the corn feedstock; | ||||
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| ● | we believe the carbon footprint of growing corn can be negative, according to calculations completed with the GREET Model, when a full suite of climate-smart agricultural practices is employed on appropriate acres of cropland; | ||||
| ● | we believe the corn can achieve lower CI scores when grown with climate-smart agricultural techniques than waste raw materials or wood; and | ||||
| ● | we believe that residual carbohydrates from corn are the lowest cost carbohydrates available as a renewable raw material, and the production is proven and scalable. | ||||
We believe utilizing sustainable agriculture practices to help solve GHG problems is a breakthrough that addresses the problem of GHGs without compromising sustainability or food supply. We also believe that it will be possible to create an incentive structure that rewards farmers to lower the CI score of their agricultural products and create a cycle of continuous improvement to their overall sustainability footprint.
Net-Zero Projects
In early 2021, we announced the concept of “Net-Zero Projects” as a series of planned facilities to produce energy dense liquid hydrocarbons using renewable energy and our proprietary technology. The concept of a Net-Zero Project is to convert renewable energy (e.g., photosynthetic, wind, renewable natural gas, biogas) from a variety of sources into energy dense liquid hydrocarbons that, when burned in traditional engines, have the potential to achieve net-zero GHG emissions across the whole lifecycle of the liquid fuel: from the way carbon is captured from the atmosphere, processed to make liquid fuel products, and burnt as a fuel for cars, planes, trucks and ships.
We announced our initial Net-Zero Project (“NZ1") is planned to be constructed at Lake Preston, South Dakota. NZ1 is expected to produce approximately 55 million gallons per year ("MGPY") of SAF or 62 MGPY of total hydrocarbon volumes, which would satisfy part of the more than 350 MGPY of financeable SAF and hydrocarbon supply agreements that are currently in place. The liquid hydrocarbons when burned are expected to have a “net-zero” GHG footprint. Along with the hydrocarbons, we expect to produce approximately 420 million pounds per year of high-value protein products for use in the food chain and more than 30 million pounds per year of corn oil. Our products will be produced in three stages; the first stage is the milling of the corn and production of protein, oil, and carbohydrates, the second stage involves alcohols production by fermentation and the third stage is the conversion of such alcohols into hydrocarbons. We have an exclusive license in the United States from Axens to the technology and plant designs to convert alcohols to hydrocarbon fuels. Axens will also provide certain process guarantees for the production process. Additionally, Axens has extensive commercial experience in the technology, design, and deployment of the unit operations needed to convert alcohols to hydrocarbon fuels, based on their experience in the petrochemical industry. The fermentation side of the facility is being engineered with companies that have extensive experience in fermentation and agriculture-based facilities. We believe that by using known commercial technologies, the plant design is substantially de-risked.
The transition to an ethanol-to-SAF design from Gevo’s original isobutanol-to-SAF and isooctane design has at NZ1 resulted in an expected increase of output capacity which should result in increased cash flow. Gevo’s ethanol-to-SAF engineering design work to date has resulted in a significant uplift in volumes and cash flows per unit of capital invested.
The NZ1 project is on schedule with initial volumes of SAF expected to be delivered in 2025. Key NZ1 development milestones are:
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Through year-end 2022:
| ● | Complete the purchase of the land for NZ1 in Lake Preston, South Dakota. (this purchase was completed in July 2022) | ||||
| ● | Execute commercial development, build, own and operate agreements for water, wind energy and green hydrogen | ||||
| ● | Select engineering, procurement, and construction ("EPC") contractor | ||||
| ● | Select fabricator for hydrocarbon plant modules | ||||
| ● | Substantial completion of front-end engineering design ("FEED") | ||||
| ● | Break ground and begin site preparation at Lake Preston | ||||
| ● | Order long lead equipment | ||||
Through the first-half 2023:
| ● | Close the construction financing, including non-recourse debt | ||||
Gevo is also in the process of identifying and performing early site development work for additional SAF production locations. These sites include several greenfield locations that are particularly advantageous in terms of potential economics, opportunities to decarbonize, and time to market. In addition, we are pursuing prospects 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 partners and sites with decarbonization in mind and is engaged in preliminary feasibility and development discussions with several of them. We plan to give priority to existing plant sites that have attractive potential economics and high predictability of timeline for decarbonization.
Luverne Facility
The Luverne Facility continues to provide valuable knowledge and experience for the future strategic growth of the Company and its billion-gallon initiative. As a development site, operations will continue to be tailored to support a focus on advancing our technology, testing, and optimizing alternative feedstocks, yeast strains, and unit operations as well as partnership development for integrated GHG reductions. It is well equipped and positioned for optimization of the decarbonization and business cycle from feedstock to energy solutions. The site provides a unique opportunity to showcase our decarbonization and business systems and raise awareness for future partnerships, investors, and local communities. As a development site, the Luverne plant may operate intermittently between projects and activities.
Renewable Natural Gas Projects
In 2019, we began developing RNG projects. Manure can be digested anaerobically to produce biogas, which is then upgraded to pipeline quality RNG. RNG has value in markets such as California when injected and shipped through a natural gas pipeline. There is also value to Gevo’s hydrocarbon production process by giving us another option to achieve carbon negative GHG emissions on our renewable hydrocarbon products. The hydrocarbon products resulting from such a decarbonization process have lower CI scores and increased market value, in addition to having a more positive impact on the environment.
Gevo’s RNG project in Northwest Iowa (the “RNG Project”) has been producing biogas and is now upgrading and injecting RNG into a natural gas pipeline. The RNG Project generates renewable natural gas captured from dairy cow manure. The manure for the RNG Project is supplied by three dairy farms located in Northwest Iowa totaling over 20,000 milking cows. When at full operational capacity, the RNG Project is expected to generate approximately 355,000 MMBtu of RNG per year. Gevo's revenue from the RNG Project is expected to come from sales of RNG and from the environmental attributes associated with the RNG sales, including the attributes available from California's Low Carbon Fuel Standard ("LCFS") program and the U.S. Environmental Protection Agency's Renewable Fuels Standard ("RFS"). Gevo expects to be able to get approval for Renewable Identification Numbers (“RINs”) through RFS and carbon credits from LCFS later this year or next year.
We have been making improvements and incremental expansions to the RNG Project by investing in capital projects that may significantly improve its CI score and revenue, which in turn strengthen the overall economics of the project.
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Gevo’s current estimated share of the capital cost for those improvements is approximately $1.9 million, which are 40% complete through the second quarter of 2022. The improvement and expansion work is on budget and expected to be completed early in the third quarter of 2022. In addition, in June 2022, we amended our lease with a dairy to provide additional manure, which may increase our RNG production in the future.
We have strong relationships throughout the industry supply chain from technology and equipment providers to feedstock owners, and RNG off-takers. We believe the trust and reputation we have attained in combination with our understanding of the various and complex environmental attributes gives us a competitive advantage. We leverage our relationships to identify and execute new project opportunities. Typically, new development opportunities come from our existing relationships with dairy owners who value our reputation in the industry.
We exercise financial discipline in pursuing projects by targeting attractive risk-adjusted project returns, whether selling RNG into the markets or using it to lower CI scores at our Net-Zero Projects. We will monitor biogas supply availability across our portfolio and seek to maximize production at existing projects by expanding operations when economically feasible.
Verity and Carbon Tracking
Capturing and accurately counting carbon data across the whole of the business system is a critical part of Gevo’s business model, and the CI scores across the whole of the carbon life cycle, from feedstock through the burning of fuels. Through the use of the GREET Model and a field level tracking approach, our goal is to obtain carbon credits for the improved agricultural practices related to climate-smart agriculture such as precision agriculture and tillage practices (i.e., low till and no-till cultivation). We believe there is an opportunity to document, verify, and monetize that carbon value which is not otherwise counted and reward value chain partners, including farmers, for improving sustainability. Gevo’s current economic projections do not take into account this upside in value.
Verity Tracking ("Verity") is a joint venture between Gevo and Blocksize Capital GmbH ("Blocksize") to develop and commercialize carbon value and other sustainable attributes. Verity is developing the tools, techniques, software, data access to track carbon scores and other sustainability attributes using “blockchain” technology. The benefit is having audited, transparent, immutable sustainability data attached to biofuels and is expected to be valuable to our customers, colleague companies, and partners. Gevo and Blocksize have identified a series of internal milestones that Verity will need to achieve over the next few quarters to expand the joint venture into a stand-alone business unit, either as part of Gevo or as a separate entity.
Verity has continued to develop third-party partnerships that will contribute to its development objectives over the coming quarters. Verity and Gevo partnered with Farmers Edge Inc. ("Farmers Edge"), a company dedicated to helping farmers track data and improve agricultural decision making. As of March 31, 2022, Farmers Edge reported over 17.3 million subscribed acres having implemented their solutions.
Gevo has begun to develop the agricultural Climate-Smart Data for some of the key farms that would supply its NZ1 plant. Gevo intends to work with Verity to accurately account for and determine value for the carbon reductions captured in feedstocks, both during fuel production and in final products, to help our customers and value chain partners achieve their sustainability goals.
Market Development
Gevo now has more than 350 MGPY of financeable SAF and hydrocarbon fuel supply agreements, which are expected to support project debt financing. This level of demand would require three additional plants equal in size to the expected capacity of NZ1 to be built over the next four years to satisfy those agreements. Based on current market projections and operating assumptions, these agreements collectively represent approximately $2.1 billion in expected
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revenue per year, inclusive of the environmental benefits value. A list of the recently announced supply agreements is noted below:
| Recently Announced Supply Agreements | |||||||||||||||||||||||||||||
| Date Signed | Customer | Product | Volume (MGPY) | Term (Years) | |||||||||||||||||||||||||
| June 2022 | Finnair | SAF | 7.0 | 5 | |||||||||||||||||||||||||
| June 2022 | Japan Airlines | SAF | 5.3 | 5 | |||||||||||||||||||||||||
| July 2022 | Aer Lingus | SAF | 6.3 | 5 | |||||||||||||||||||||||||
| July 2022 | Alaska Airlines | SAF | 37.0 | 5 | |||||||||||||||||||||||||
| July 2022 | American Airlines | SAF | 100.0 | 5 | |||||||||||||||||||||||||
Recent Developments
Equity Offering. On June 8, 2022, the Company completed a registered direct offering pursuant to a securities purchase agreement with certain institutional investors and received net proceeds of $139.0 million (after placement agent fees, advisory fees and estimated offering expenses) to fund future operations and capital projects. As part of the offering, the Company issued 33,333,336 Series 2022-A warrants with an exercise price of $4.37 per share and a five-year term. If all 33,333,336 Series 2022-A warrants were to be exercised in cash at the exercise price of 4.37 per share, the Company would receive additional net proceeds of approximately $145.7 million.
The recent offering has further strengthened the Company’s balance sheet, which is expected to facilitate the financing of the Company’s NZ1 project and to provide financial resources for the Company’s numerous growth opportunities. Gevo is in the process of determining additional plant sites to meet the demand under its existing SAF and hydrocarbon supply agreements, and some of the proceeds are expected to be used to advance those efforts.
Chevron. The letter of intent between Gevo and Chevron signed in September of 2021 and scheduled to expire on March 31, 2022, has been extended until August 31, 2022. Chevron and the Company mutually agreed upon the extension, which allows discussions and negotiations to continue.
COVID-19
The COVID-19 pandemic continues to impact global commercial activity, including the global transportation industry and its supply chain, and has contributed to significant volatility in financial markets. It is possible that the impacts of the COVID-19 pandemic on general economic activity could negatively impact our revenue and operating results for 2022 and beyond. In light of the current and potential future disruption to our business operations and those of its customers, suppliers and other third parties with whom we do business, we considered the impact of the COVID-19 pandemic on our business. The impact of the COVID-19 pandemic on the global transportation industry may result in less demand for our transportation fuel products in the future, which could have a material adverse effect on our business, financial condition, and our prospects for the foreseeable future.
There is also a risk that COVID-19 could have a material adverse impact on the development of our NZ1 project, customer demand and cash flow, depending on the extent of our future production activities.
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Results of Operations
Comparison of the Three Months Ended June 30, 2022 and 2021 (in thousands):
| Three months Ended June 30, | |||||||||||||||||
| 2022 | 2021 | Change | |||||||||||||||
| Revenue and cost of goods sold | |||||||||||||||||
| Ethanol sales and related products, net | $ | 71 | $ | — | $ | 71 | |||||||||||
| Hydrocarbon revenue | 18 | 346 | (328) | ||||||||||||||
| Total revenues | 89 | 346 | (257) | ||||||||||||||
| Cost of production | 2,640 | 1,617 | 1,023 | ||||||||||||||
| Depreciation and amortization | 1,088 | 1,177 | (89) | ||||||||||||||
| Total cost of goods sold | 3,728 | 2,794 | 934 | ||||||||||||||
| Gross loss | (3,639) | (2,448) | (1,191) | ||||||||||||||
| Operating expenses | |||||||||||||||||
| Research and development expense | 1,966 | 1,332 | 634 | ||||||||||||||
| Selling, general and administrative expense | 9,209 | 4,846 | 4,363 | ||||||||||||||
| Preliminary stage project costs | 314 | 5,472 | (5,158) | ||||||||||||||
| Other operations | 601 | — | 601 | ||||||||||||||
| Depreciation and amortization | 386 | 46 | 340 | ||||||||||||||
| Total operating expenses | 12,476 | 16,650 | $ | (4,174) | |||||||||||||
| Loss from operations | (16,115) | (19,098) | 2,983 | ||||||||||||||
| Other income (expense) | |||||||||||||||||
| Gain (loss) from change in fair value of derivative warrant liability | — | 43 | (43) | ||||||||||||||
| Interest expense | (2) | (6) | 4 | ||||||||||||||
| Interest and dividend income | 78 | — | 78 | ||||||||||||||
| Other income (expense), net | 2,878 | 167 | 2,711 | ||||||||||||||
| Total other income (expense), net | 2,954 | 845 | 2,109 | ||||||||||||||
| Net loss | $ | (13,161) | $ | (18,253) | $ | 5,092 | |||||||||||
Revenue. During the three months ended June 30, 2022, we sold 9 thousand gallons of SAF, isooctane, and isooctene from our Luverne Facility. Revenue decreased $0.3 million during the three months ended June 30, 2022, compared to the three months ended June 30, 2021, due to the Luverne Facility being operated for the Company's development projects on a as needed basis.
Cost of goods sold. Cost of goods increased $1.0 million during the three months ended June 30, 2022, compared to the three months ended June 30, 2021, primarily due to an increase in direct labor and utility expenses as the Luverne Facility was not fully staffed during the second quarter of 2021 due to the COVID-19 pandemic. The majority of our costs are related to the production of SAF, isooctane, and isooctene as we continue to develop and tailor our Luverne Facility demonstration operations to support our focus on advancing technology, testing and optimizing alternative feedstocks, yeast strains, and unit operations as well as partnership development for integrated GHG reductions. Cost of goods sold also includes a $2.1 million net realizable gain adjustment made to our finished goods and work in process inventory. There were no inventory net realizable value adjustments recorded during the three months ended June 30, 2021, as the Luverne Facility was temporarily shut down due to the COVID-19 pandemic.
Research and development expense. Research and development expense increased $0.6 million during the three months ended June 30, 2022, compared to the three months ended June 30, 2021, primarily due to an increase of laboratory expenses and additional stock-based compensation expense.
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Selling, general and administrative expense. Selling, general and administrative expense increased $4.4 million during the three months ended June 30, 2022, compared to the three months ended June 30, 2021, primarily due to increases in personnel costs related to strategic new hiring, stock-based compensation, and professional fees.
Preliminary stage project costs. Preliminary stage project costs are related to our Verity and future Net-Zero Projects and consist primarily of employee expenses and consulting costs. Preliminary stage project costs decreased $5.2 million during the three months ended June 30, 2022, compared to the three months ended June 30, 2021, primarily because we began capitalizing our RNG and NZ1 project costs in 2021.
Other operations. Other operations expense increased $0.6 million during the three months ended June 30, 2022, compared to the three months ended June 30, 2021, primarily related to unallocated engineering and consulting services.
Depreciation and amortization expense. Depreciation and amortization expense increased $0.3 million during the three months ended June 30, 2022, compared to the three months ended June 30, 2021, primarily due to the amortization of our patents.
Gain (loss) from change in fair value derivative warrant liability. We incurred no gain (loss) from the change in the fair value of the derivative warrant liability in the three months ended June 30, 2022. The last of the liability warrants expired in February 2022.
Interest expense. There were no significant changes in interest expense during the three months ended June 30, 2022, compared to the three months ended June 30, 2021.
Interest and dividend income. Interest and dividend income increased $0.1 million during the three months ended June 30, 2022, compared to the three months ended June 30, 2021, primarily due to the interest earned on our investments partially offset by the amortization of the bond premiums.
Other income (expense). Other income (expense) increased $2.7 million during the three months ended June 30, 2022, compared to the three months ended June 30, 2021, primarily due to our receipt of $2.9 million from the US Department of Agriculture's Biofuel Producer Program to support biofuel producers who faced unexpected losses due to the COVID-19 pandemic. The Biofuel Producer Program grants are not tax-exempt.
36
Comparison of the Six Months Ended June 30, 2022 and 2021 (in thousands):
| Six Months Ended June 30, | |||||||||||||||||
| (in thousands) | 2022 | 2021 | Change | ||||||||||||||
| Revenue and cost of goods sold | |||||||||||||||||
| Ethanol sales and related products, net | $ | 240 | $ | — | $ | 240 | |||||||||||
| Hydrocarbon revenue | 81 | 359 | (278) | ||||||||||||||
| Total revenues | 321 | 359 | (38) | ||||||||||||||
| Cost of production | 5,730 | 2,518 | 3,212 | ||||||||||||||
| Depreciation and amortization | 2,179 | 2,270 | (91) | ||||||||||||||
| Total cost of goods sold | 7,909 | 4,788 | 3,121 | ||||||||||||||
| Gross loss | (7,588) | (4,429) | (3,159) | ||||||||||||||
| Operating expenses | |||||||||||||||||
| Research and development expense | 3,158 | 2,710 | 448 | ||||||||||||||
| Selling, general and administrative expense | 18,576 | 8,660 | 9,916 | ||||||||||||||
| Preliminary stage project costs | 821 | 8,199 | (7,378) | ||||||||||||||
| Other operations | 1,190 | — | 1,190 | ||||||||||||||
| Loss (gain) on disposal of assets | — | 4,954 | (4,954) | ||||||||||||||
| Depreciation and amortization | 737 | 104 | 633 | ||||||||||||||
| Total operating expenses | 24,482 | 24,627 | (145) | ||||||||||||||
| Loss from operations | (32,070) | (29,056) | (3,014) | ||||||||||||||
| Other income (expense) | |||||||||||||||||
| Gain (loss) from change in fair value of derivative warrant liability | 16 | (10) | 26 | ||||||||||||||
| Interest expense | (4) | (11) | 7 | ||||||||||||||
| Interest and dividend income | 330 | — | 330 | ||||||||||||||
| Gain on forgiveness of SBA loan | — | 641 | (641) | ||||||||||||||
| Other income (expense), net | 2,894 | 126 | 2,768 | ||||||||||||||
| Total other income (expense), net | 3,236 | 746 | 2,490 | ||||||||||||||
| Net loss | $ | (28,834) | $ | (28,310) | $ | (524) | |||||||||||
Revenue. There were no significant changes in revenue during the three months ended June 30, 2022, compared to the three months ended June 30, 2021
Cost of goods sold. Cost of goods sold increased $3.1 million during the six months ended June 30, 2022, compared to the six months ended June 30, 2021, primarily due to an increase in direct labor and utility expenses due to the Luverne Facility not being fully staffed until the third quarter of 2021 due to the COVID-19 pandemic. The majority of our costs during the six months ended June 30, 2022, were related to the production of SAF, isooctane, and isooctene as we continue to develop and tailor our Luverne Facility demonstration operations to support our focus on advancing technology, testing and optimizing alternative feedstocks, yeast strains, and unit operations as well as partnership development for integrated GHG reductions. Cost of goods sold also includes a $0.8 million loss for a net realizable value adjustment made to our finished goods and work in process inventory. There were no net realizable losses recorded during the six months ended June 30, 2021, as the Luverne Facility was temporarily shut down due to the COVID-19 pandemic.
Research and development expense. Research and development expense increased $0.4 million during the six months ended June 30, 2022, compared to the six months ended June 30, 2021, primarily due to an increase of laboratory expenses and additional stock-based compensation expense.
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Selling, general and administrative expense. Selling, general and administrative expense increased $9.9 million during the six months ended June 30, 2022, compared to the six months ended June 30, 2021, primarily due to increases in personnel costs related to strategic new hiring, stock-based compensation, and professional fees.
Preliminary stage project costs. Preliminary stage project costs are related to our Verity and future Net-Zero Projects and consist of employee expense and consulting costs. Preliminary stage project costs decreased $7.4 million during the six months ended June 30, 2022, compared to the six months ended June 30, 2021, primarily because we began capitalizing our RNG and NZ1 project costs in 2021.
Other operations. Other operations expense increased $1.2 million during the six months ended June 30, 2022, compared to the six months ended June 30, 2021. Other operations costs were primarily related to unallocated engineering and consulting services.
Depreciation and amortization expense. Depreciation and amortization expense increased $0.6 million during the six months ended June 30, 2022, compared to the six months ended June 30, 2021, primarily due to the amortization of our patents.
Gain (loss) from change in fair value derivative warrant liability. We incurred a minimal change in the fair value of the derivative warrant liability in the six months ended June 30, 2022; the last of the liability warrants expired in February 2022.
Interest expense. There were no significant changes in interest expense during the six months ended June 30, 2022, compared to the six months ended June 30, 2021.
Interest and dividend income. Interest and dividend income increased $0.3 million during the six months ended June 30, 2022, compared to the six months ended June 30, 2021, primarily due to the interest earned on our investments partially offset by the amortization of the bond premiums.
Other income (expense). Other income (expense) increased $2.8 million during the six months ended June 30, 2022, compared to the six months ended June 30, 2021, primarily due to our receipt of $2.9 million from the US Department of Agriculture's Biofuel Producer Program to support biofuel producers who faced unexpected losses due to the COVID-19 pandemic. The Biofuel Producer Program grants are not tax-exempt.
Critical Accounting Policies and Estimates
There have been no significant changes to our critical accounting policies since December 31, 2021. For a description of our other critical accounting policies and estimates that affect our significant judgments and estimates used in the preparation of our consolidated financial statements, refer to our 2021 Annual Report.
Liquidity and Capital Resources
As of June 30, 2022, we had cash and cash equivalents of $173.0 million, short and long-term restricted cash of $76.2 million and short-term marketable securities of $297.6 million. The marketable securities are highly liquid and can be converted to cash when needed for operations and construction. We expect to use our cash, cash equivalents, restricted cash and marketable securities for the following purposes: (i) identification, development, acquisition and construction of new production facilities and to plan for expanded production to fulfill existing off-take agreements under the NZ1 project, including the Company's Net-Zero projects; (ii) potential investment in RNG projects; (iii) potential development of the Luverne Facility; (iv) development, acquisition and operation of sustainable alcohol-to-SAF plants to produce SAF alone or with partners; (v) operating activities at the Company's corporate headquarters in Colorado, including research and development work; (vi) exploration of strategic alternatives and additional financing, including project financing; and (vii) future debt service obligations. We believe as a result of our cash and cash equivalents balances, and the performance of our current and expected operations, we will be able to meet our obligations and other potential cash requirements during the next 12 months from the date of this report.
Since our inception in 2005, we have 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
38
(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. We have financed our operations primarily with proceeds from the issuance of equity, debt securities, and borrowings under debt facilities.
The Company's transition to profitability is dependent upon, among other things, the successful development and commercialization of its product candidates, the development, acquisition and construction of commercial level production facilities to support that Company's off-take agreements, the achievement of a level of revenues adequate to support the Company's cost structure, and the ability to raise capital to finance the development, acquisition, and construction of additional productions facilities.
On January 27, 2022, the Company’s stockholders voted to amend the Certificate of Incorporation to increase the total number of authorized shares of common stock from 250 million shares to 500 million shares. Management intends to fund future operations through additional private and/or public offerings of debt or equity securities. In addition, the Company may seek additional capital, on acceptable terms, through arrangements with strategic partners or from other sources. Notwithstanding, there can be no assurance that the Company will be able to raise additional funds or achieve or sustain profitability or positive cash flows from operations.
The following table sets forth the major sources and uses of cash for each of the periods set forth below (in thousands):
| Six Months Ended June 30, | |||||||||||
| 2022 | 2021 | ||||||||||
| Net cash used in operating activities | $ | (17,114) | $ | (19,468) | |||||||
| Net cash from investing activities | $ | (8,350) | $ | (436,529) | |||||||
| Net cash provided by financing activities | $ | 138,565 | $ | 522,853 | |||||||
Operating Activities
Our primary uses of cash from operating activities are personnel-related expenses, research and development-related expenses, including costs incurred under development agreements, costs of licensing of technology, legal-related costs, expenses for 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.
During the six months ended June 30, 2022, net cash used for operating activities was $17.1 million compared to $19.5 million for the six months ended June 30, 2021. The $2.4 million decrease was primarily due to increased costs associated with our production of isobutanol and hydrocarbon products for market development, process technology and related process engineering work. In addition, we had increases in personnel expenses to support the growth in business activity, partnership development and Verity development expenses.
Investing Activities
During the six months ended June 30, 2022, we used $8.4 million in cash for investing activities, of which $169.1 million related to proceeds from sales and maturities of marketable securities, offset by the reinvestment of $131.3 million in marketable securities, and $46.0 million of investments in our capital projects, including $26.3 million in the RNG Project, $15.4 million in the NZ1 Project, as well as $4.2 million in development projects at Agri-Energy and Gevo.
We completed the construction of the RNG Project and may invest up to an additional $11.4 million for start-up, improvements, and expansions during the remainder of 2022 or into 2023. Our preliminary NZ1 Project's forecast of additional capital expenditures ranges from $100 million to $120 million, which includes engineering, development, long-lead equipment deposits, infrastructure support costs associated with electricity, natural gas, raw water, and wastewater service needs, debt financing costs, and debt pre-close project construction costs.
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Financing Activities
During the six months ended June 30, 2022, we had $138.6 million of net cash provided by financing activities, primarily due to $139.0 million of proceeds from the issuance of common stock and common stock warrants in the June 2022 Offering, net of issuance costs, partially offset by $0.3 million related to the net settlement of common stock under stock plans and $0.1 million of payments for finance lease liabilities and certain equipment loans.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
There have been no material changes since our disclosure in “Quantitative and Qualitative Disclosures About Market Risk” included in Part II, Item 7A of our 2021 Annual Report.
Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, that are designed to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required financial disclosures.
During the fiscal period covered by this report, our management, with the participation of our Chief Executive Officer and Chief Financial Officer, carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act). Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of June 30, 2022, our disclosure controls and procedures were effective to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act are recorded, processed, summarized and reported within the required time periods and are designed to ensure that information required to be disclosed in our reports is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer as appropriate, to allow timely decisions regarding required disclosure.
Changes in Internal Control Over Financial Reporting
There were no changes that occurred during the three months ended June 30, 2022, 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.
From time to time, we have been and may again become involved in legal proceedings arising in the ordinary course of our business. We are not presently a party to any litigation, other disputes and regulatory proceedings that we believe to be material and we are not aware of any pending or threatened proceedings against us that we believe could have a material adverse effect on our business, operating results, financial condition or cash flows.
In February 2022, an incident occurred at one of the anaerobic digesters that is part of NW Iowa RNG that resulted in the accidental discharge of a mixture of water and manure into the environment. We promptly notified the Iowa Department of Natural Resources (the "DNR") and began mitigation work to minimize the impact of the discharge. The DNR has issued a notice of violation in connection with the discharge. This matter was resolved with the DNR in July 2022 through an administrative consent order and damages of $10,000 were assessed.
In April 2022, two separate incidents occurred at two of the anaerobic digesters that are part of NW Iowa RNG that resulted in the accidental discharge of very small amounts of water and manure into the environment. The DNR has issued notices of violation in connection with the two discharges.
There is a possibility that the DNR will initiate an enforcement action with respect to the April 2022 discharges described above that could result in a monetary sanction being levied against Gevo for the accidental discharges. We do not believe that any such monetary sanctions would be material.
Item 1A. Risk Factors.
You should carefully consider the risk factors discussed in Part I, Item 1A. “Risk Factors” in our 2021 Annual Report, which could materially affect our business, financial condition, cash flows or future results. There have been no material changes in our risk factors included in our Annual Report. The risk factors in our 2021 Annual Report are not the only risks facing our company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition or future results.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
Purchases of equity securities by the issuer:
Period | Total Number of Shares Purchased | Average Price Paid per Share | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | Maximum Number of Shares That May Yet Be Purchased Under the Plans or Programs | |||||||||||||||||||
| April 1 - April 30, 2022 | 11,135 | $ | 4.58 | — | — | ||||||||||||||||||
| May 1 - May 30, 2022 | 1,081 | $ | 4.02 | — | — | ||||||||||||||||||
June 1 - June 30, 2022 | 2,299 | $ | 3.14 | — | — | ||||||||||||||||||
Total | 14,515 | $ | 3.91 | — | — | ||||||||||||||||||
Represents shares withheld from employees to cover tax withholding obligations upon the vesting of restricted stock awards. The average prices listed in the above table are averages of the fair market prices at which we valued shares withheld for purposes of calculating the number of shares to be withheld.
Item 3. Defaults Upon Senior Securities.
None.
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Item 4. Mine Safety Disclosures.
Not Applicable.
Item 5. Other Information.
None.
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Item 6. Exhibits.
The exhibits listed below are filed or furnished as part of this report.
Exhibit Number | Description | Previously Filed | Filed Herewith | |||||||||||||||||||||||||||||||||||||||||
| Form | File No. | Filing Date | Exhibit | |||||||||||||||||||||||||||||||||||||||||
| 3.1 | 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 | ||||||||||||||||||||||||||||||||||||||||
| 4.2 | 8-K | 001-35073 | July 8, 2020 | 4.1 | ||||||||||||||||||||||||||||||||||||||||
| 4.3 | 8-K | 001-35073 | June 8, 2022 | 4.1 | ||||||||||||||||||||||||||||||||||||||||
| 10.1 | 8-K | 001-35073 | June 8, 2022 | 10.1 | ||||||||||||||||||||||||||||||||||||||||
| 10.2+ | X | |||||||||||||||||||||||||||||||||||||||||||
| 10.3+ | 8-K | 001-35073 | July 22, 2022 | 10.1 | ||||||||||||||||||||||||||||||||||||||||
| 31.1 | X | |||||||||||||||||||||||||||||||||||||||||||
| 31.2 | X | |||||||||||||||||||||||||||||||||||||||||||
| 32.1 | ** | |||||||||||||||||||||||||||||||||||||||||||
| 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 | ||||||||||||||||||||||||||||||||||||||||||
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Exhibit Number | Description | Previously Filed | Filed Herewith | |||||||||||||||||||||||||||||||||||||||||
| Form | File No. | Filing Date | Exhibit | |||||||||||||||||||||||||||||||||||||||||
| 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 | ||||||||||||||||||||||||||||||||||||||||||
| + | Certain portions of the exhibit have been omitted pursuant to Rule 601(b)(10) of Regulation S-K. The omitted information is not material and is the type of information that the registrant treats as private or confidential. | ||||
| ** | Furnished herewith. | ||||
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Gevo, Inc.
(REGISTRANT)
| By: | /s/ Alisher Nurmat | ||||
Alisher Nurmat, CPA Vice President and Controller (Principal Accounting Officer) | |||||
Date: August 8, 2022
45
Exhibit 10.2
CERTAIN CONFIDENTIAL INFORMATION, IDENTIFIED BY BRACKETED ASTERISKS “[*****]”, HAS BEEN OMITTED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.
FIRST AMENDED AND RESTATED TRANSACTION CONFIRMATIONDate: June 10, 2022
Contract: 27853
Confirmation Number: 16471870
(A)The parties hereto entered into a Transaction Confirmation dated August 2, 2021 pursuant to which, among other things, Seller agreed to sell biogas with green attributes associated therewith to Buyer (“Original Transaction Confirmation”);
(B)The parties hereto wish to make certain amendments to the Original Transaction Confirmation by way of an amendment and restatement of the Original Transaction Confirmation reflecting such amendments;
NOW THEREFORE, in consideration of the mutual covenants, terms and conditions set forth herein, and for other good and valuable consideration, the receipt of which are hereby acknowledged, the parties agree as follows:
This First Amended and Restated Transaction Confirmation (“this Transaction Confirmation”) is subject to the Base Contract for Sale and Purchase of Natural Gas, including the Special Provisions and Biogas Addendum thereto (the “Base Contract”), by and between Buyer and Seller and dated July 22, 2021. The terms of this Transaction Confirmation are binding. Capitalized terms not otherwise defined in this Transaction Confirmation shall have the meaning given in the Base Contract or the Biogas Addendum. For purposes of this Transaction Confirmation, “Gas” as used in the Base Contract shall also include Biogas.
BUYER: BP Canada Energy Marketing Corp. 30 S Wacker Chicago, IL 60606 Attn: John Armstrong Phone: 801-939-9159 Base Contract No.: 27853 Transporter: Transporter Contract Number: BUYER’S AFFILIATE: BP Products North America Inc. 30 S. Wacker Drive, Suite 900 Chicago, IL 60606 Attn: GOA Legal Email: GOALegalNotices@bp.com | SELLER: Gevo NW Iowa RNG, LLC 345 Inverness Drive South, Building C Suite 310 Englewood, CO 80112 Attn: Tim Cesarek Phone: 832-314-5677 Base Contract No. Transporter: Transporter Contract Number: | ||||
I.Commercial Terms
1.Contract Price
1
Confidential
(a)The Contract Price is equal to the sum of the Biogas Value, plus the RIN Value, plus the LCFS Value. The Contract Price is payment for the Biogas and the Seller’s proportion of RINs and the Seller’s proportion of LCFS Credits (if any were generated from the Biogas hereunder) generated from the sale of the Biogas sold hereunder to Buyer and ultimately sold to a Vehicle Fuel Producer by Buyer or Buyer’s Affiliate.
In the event that any RINs generated from the Biogas are not Q-RIN, then a [*****] discount (“Non-QAP Discount”) shall be applied to the RIN Price applicable to such RINs.
(b)Biogas Value.
(i)The “Biogas Value” is the product of the Biogas Price on any Day that Biogas is delivered to Buyer multiplied by the portion of the Biogas Quantity delivered on such Day, measured in MMBtus. The Biogas Value is paid by the Buyer.
(ii)The “Biogas Price” means [*****].
(a)RIN Value.
(iii)The “RIN Value” shall be paid by Buyer’s Affiliate and is calculated by multiplying the RIN Price (including any Non-QAP Discount, if applicable) by the RIN Quantity.
(iv)The “RIN Price” shall be determined as follows:
(1)If the [*****] has been Validated (as defined in clause (3) below), then the RIN Price shall be the average of the [*****] for the applicable Month of Biogas delivery.
(2)If the [*****] has not been Validated, then the RIN Price shall be the volume-weighted average cash price realized by Buyer’s Affiliate from the sale of its Portfolio D3 RINs within the applicable Month of Biogas delivery and Buyer’s Affiliate shall use commercially reasonable efforts to maximize the value of the D3 cellulosic RINs by selling such RINs to an unaffiliated third party or by purchasing such RINs directly from the Seller. If Buyer does not sell all of the RINs, then the RIN Price for the unsold portion shall be the greater of:
(A)[*****] of the average [*****] (non-Validated) for the applicable Month of Biogas delivery, and
(B)the average [*****] for the applicable Month of Biogas delivery (non- Validated).
(1)Validation. With respect to an applicable Month of Biogas delivery, the [*****] shall be considered validated (“Validated”) for the current-year vintage RIN if the D3 cellulosic RIN has traded, as supported by a published [*****], for any ten (10) Business Days in the twenty (20) consecutive Business Day period that immediately precedes the Advance Notice Deadline applicable to such month. Once the [*****] has been Validated, it shall remain Validated for the RINs generated in the then-current vintage year for a three-month period, starting with the month following Validation (See Exhibit B for an example).
(2)RIN Market and Trades. For the avoidance of doubt, Seller acknowledges and agrees that (i) the market for RINs may lack liquidity, (ii) Buyer’s Affiliate shall at all times retain control over the evaluation of potential sales of RINs and the ultimate sale of RINs into the market, and (iii) Seller shall have no right to participate in or direct the sales of RINs.
(3)Seller Election to Generate and Retain RINs In-Kind. In lieu of receiving the RIN Value as a financial element in the Contract Price, Seller may elect by the Advanced Notice Deadline to retain one hundred percent (100%) of its RINs in-kind for each Biogas delivery Month. If Seller makes such election, then Seller must retain its entire [*****] share of RINs for Biogas allocated to Vehicle Fuel Producer(s) and shall establish and manage its EMTS Account required for such RINs. Seller shall not have the right to present any RINs that it retains in-kind to Buyer for monetization at will. Any arrangement in which Buyer monetizes such RINs for Seller shall be a separate negotiated transaction that is not included under this Transaction Confirmation.
(c)LCFS Value.
(v)The “LCFS Value” shall be paid by Buyer’s Affiliate and is calculated by summing all the LCFS Monthly Values for the Calendar Quarter in which Biogas was delivered to the Buyer (each such Month, a “Delivery Month”).
2
Confidential
(vi)The “LCFS Monthly Value” is calculated by multiplying the average LCFS Price for the Delivery Month by the LCFS Quantity for the Delivery Month.
(vii)The “LCFS Price” for the applicable Month means (i) for Biogas delivered to California, the [*****], and/or (ii) for Biogas delivered to Oregon, the [*****] (if the [*****] is not published, then the [*****]).
(viii)Seller Election to Generate and Retain LCFS Credits In-Kind. In lieu of receiving the LCFS Value as a financial element in the Contract Price, Seller may elect by the Advanced Notice Deadline to retain one hundred percent (100%) of its LCFS Credits in-kind for each Biogas delivery Month. If Seller makes such election, then Seller must retain its entire share of LCFS Credits for Biogas allocated to Vehicle Fuel Producer(s) inside the state of California and shall establish and manage its LRT Account required for such LCFS Credits. Seller shall not have the right to present any LCFS Credits that it retains in-kind to Buyer for monetization at will. Any arrangement in which Buyer monetizes such LCFS Credits for Seller shall be a separate negotiated transaction that is not included under this Transaction Confirmation.
(ix)CARB CI Review. In respect of any Biogas for which the LCFS Value is payable hereunder, the Parties acknowledge that CARB may conduct a review to compare CARB’s temporary, provision or certified carbon intensity of the Biogas (“Pre-Approved CI”) against the actual carbon intensity (“Actual CI”), which could result in a finding by CARB that the Actual CI for CARB’s review period (“Review Period”) is worse than the Pre-Approved CI, in which case Buyer or Buyer’s Affiliate could be responsible, directly or indirectly, to retire LCFS Credits issued on the basis of the Pre-Approved CI. Accordingly, despite any provision to the contrary herein, the LCFS Value payable shall be calculated based on the lower of: (a) the number of LCFS Credits generated and transferred to Buyer’s Affiliate’s account using the Pre-Approved CI during the applicable Calendar Quarter; and (b) the number of LCFS Credits the Biogas would be eligible to generate using the carbon intensity as estimated by the consultant of Buyer or Buyer’s Affiliate during the applicable Calendar Quarter. Seller shall cooperate with Buyer’s Affiliate and provide all data and information to assist with the estimation of the carbon intensity by such consultant.
Once CARB has determined the Actual CI, Buyer’s Affiliate shall calculate the Seller’s portion of the number of LCFS Credits associated with the Biogas purchased during the Review Period that would have been eligible to be generated based on the Actual CI (“Actual LCFS Quantity”) and: (a) if the Actual LCFS Quantity is lower than Seller’s portion of the number of LCFS Credits determined for the Review Period under the paragraph above (“Paid LCFS Quantity”), then Buyer or Buyer’s Affiliate shall have the right to the difference between the Actual LCFS Quantity and the Paid LCFS Quantity, then multiplied by the True- Up Price (“True-Up Value”). At Buyer’s option, the True-Up Value will be (i) netted against any future payables to the Seller or (ii) paid by Seller to Buyer or Buyer’s Affiliate within five (5) Business Days after receipt of invoice for same; and (b) if the Actual LCFS Quantity is greater than the Paid LCFS Quantity, then Buyer or Buyer’s Affiliate shall pay Seller the True-Up Value within five (5) Business Days after receipt of invoice for same. “True-Up Price” means the average of the daily midpoints of the LCFS Credit daily prices published by [*****] (or any successor thereto) for the twenty (20) Business Days following Buyer’s Affiliate receipt of notice from CARB of the Actual CI
2.Delivery Period:
(d)Biogas Daily Delivery (the “Delivery Period”)
Begin Date: Later of COD or January 1, 2022
End Date: The last day of the 120th Month following Begin Date
(e)RIN Monthly Delivery - One Month after the Biogas delivery Month
(f)LCFS Quarterly Delivery - One Calendar Quarter after the Calendar Quarter in which Biogas was delivered.
3.Contract Quantity and Performance Obligation:
(g)Biogas Quantity
(x)On each Day of the Delivery Period, Seller shall sell and deliver, and Buyer shall purchase and receive, at the Delivery Point on a Firm basis, one hundred percent (100%) of the Biogas produced by Seller at the facility, but no more than [*****] MMBtu/Day (“Maximum Daily Quantity”), determined as an average daily amount calculated on a delivery Month basis, subject to the following:
(1)From the start of the second Contract Year, Seller shall have a Firm obligation to deliver no less than [*****] MMBtu/Day (“Minimum Daily Quantity”), determined as an average daily amount
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calculated on a delivery Month basis. If Seller fails to deliver the Minimum Daily Quantity in any Month, Seller shall deliver the shortfall of the Minimum Daily Quantity within the following three Months. If Seller fails to deliver the shortfall within such period, then Seller shall pay Buyer an amount equal to Buyer’s share of the RINs and LCFS Credits reflected in the Contract Price for the Month in which the shortfall occurred, and
(2)In respect of the delivery Month of May 2025 and every Month thereafter, as long as Seller meets its Minimum Daily Quantity delivery obligation, Seller may elect to retain either the Biogas (for the avoidance of doubt, inclusive of the Green Attributes associated therewith) or only the Green Attributes associated with the Biogas PROVIDED THAT Seller provides written notice of such election prior to the seventh (7th) last Business Day in the calendar month prior to the relevant Month.
(h)RIN Quantity
The “RIN Quantity” shall be [*****] of the RINs generated from the Biogas Quantity delivered to a VFP, provided that if a Downstream Distressed Event occurs, the RIN Quantity in respect of Biogas Quantities affected by such Downstream Distressed Event and sold pursuant to another Vehicle Fuel Producer Biogas Contract shall be [*****] and, provided, further, (i) Buyer shall use commercially reasonable efforts to minimize the amount of such Biogas Quantities that are sold pursuant to another Vehicle Fuel Producer Biogas Contract and (ii) in no event shall the amount of such Biogas Quantities that are subject to the lower RIN Quantity of [*****] exceed the proportion that (A) the total amount of Biogas Quantity sold to Buyer by Seller that is subject to such Downstream Distressed Event bears to (B) the total amount of Biogas purchased by Buyer from all suppliers (including Seller) during such Downstream Distressed Event. The conversion factor for determining the quantity of RINs generated for the quantity of Biogas delivered is [*****] RINs for every 1 MMBtu of Biogas ([*****] RINs/1MMBtu), or as otherwise specified by the EPA.
(i)LCFS Quantity
The “LCFS Quantity” shall be [*****] of the LCFS Credits generated from the Biogas Quantity delivered to a VFP in California or Oregon based on a weighted average Carbon Intensity of [*****], provided that if a Downstream Distressed Event occurs, the LCFS Quantity in respect of Biogas Quantities affected by such Downstream Distressed Event and sold pursuant to another Vehicle Fuel Producer Biogas Contract shall be [*****] and, provided, further, (i) Buyer shall use commercially reasonable efforts to minimize the amount of such Biogas Quantities that are sold pursuant to another Vehicle Fuel Producer Biogas Contract and (ii) in no event shall the amount of such Biogas Quantities that are subject to the lower LCFS Quantity of [*****] exceed the proportion that (A) the total amount of Biogas Quantity sold to Buyer by Seller that is subject to such Downstream Distressed Event bears to (B) the total amount of Biogas purchased by Buyer from all suppliers (including Seller) during such Downstream Distressed Event. In the event the actual weighted average carbon intensity of the Biogas is not [*****], the LCFS Quantity shall be adjusted by [*****] for every carbon intensity increase or decrease of [*****]. For example, if the actual carbon intensity is [*****], then the LCFS Quantity shall be adjusted to [*****]. If the actual carbon intensity is [*****], then the LCFS Quantity shall be adjusted to [*****].
(j)Throughout the Delivery Period, Seller shall have an obligation to certify on a periodic schedule as required (i) by the EPA, that the Biogas quantities delivered to Buyer qualify for the creation of RINs under the EPA RFS when used as a Vehicle Fuel and (ii) by the LCFS, that the Biogas quantities delivered to Buyer qualify for the creation of LCFS Credits under the LCFS when used as a Vehicle Fuel.
(k)Throughout the Delivery Period, Buyer shall have an obligation to sell and deliver Biogas purchased under this Transaction Confirmation to a VFP using an EPA-approved pathway that converts all of such Biogas to a Vehicle Fuel in the Biogas delivery Month, all in accordance with the EPA RFS and, if applicable, the LCFS, up to the Biogas Quantity. As needed, Buyer may update the list of VFP in Exhibit A by sending Seller a notification via email. In such event, Seller shall update the VFP registrations with the respective Green Attribute Regulator(s), and Buyer shall assist Seller with such registration.
(l)For purposes of this Transaction Confirmation, a “Downstream Distressed Event” has occurred when (i) a Vehicle Fuel Producer is in default under a Vehicle Fuel Producer Biogas Contract due to the bankruptcy or other insolvency event of the Vehicle Fuel Producer and (A) such contract terminates based solely on such default and (B) Buyer has no other Vehicle Fuel Producer Biogas Contract pursuant to which it can deliver the affected Biogas and (ii) Buyer cannot enter into a replacement contract on similar or better terms than the terminated Vehicle Fuel Producer Biogas Contract.
4.Delivery Point:
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The Delivery Point shall be [*****]
II.Special Conditions
1.Definitions.
“Biogas Price” has the meaning set forth in the Contract Price section above. “Buyer’s Affiliate” means BP Products North America Inc.
“COD” or “Commercial Operation Date” shall mean the date that Seller confirms that the facility is completed such that it is capable of producing Biogas and injecting it into a Commercial Distribution System.
“LCFS Price” has the meaning set forth in in Section I.1.(d)(ii) above.
“Non-QAP Discount” has the meaning set forth in the Contract Price section above.
“Portfolio D3 RINs” means the D3 RINs in Buyer’s Affiliate’s trading portfolio, other than those excluded in accordance with the next sentence. Buyer’s Affiliate may exclude D3 RINs where they may, in Buyer’s Affiliate’s good faith opinion, have unrepresentative prices, including: (i) D3 RINs where Buyer’s Affiliate acts as marketing agent for a seller who has the right to designate the purchasers; or (ii) RINs for which there are good faith invalidity concerns or other reasons to deem their prices unrepresentative.
“PTD” means a product transfer document, as set forth in the applicable Green Attribute Program.
“Q-RIN” means a RIN verified by a registered independent third-party auditor using a QAP that has been approved under 40 C.F.R. § 80.1469(c) following the audit process described in 40 C.F.R. § 80.1472.
“Quality Assurance Plan” or “QAP” means the list of elements that an independent third-party auditor will check to verify that the RINs generated by a renewable fuel producer or importer are valid pursuant to § 40 C.F.R. 80.1469.
“RIN Price” has the meaning set forth in Section I.1.(c)(ii) above. “Validated” has the meaning set forth in Section I.1.(c)(ii)(3) above.
“Vehicle Fuel Producer” or “VFP” means a Vehicle Fuel Producer identified on Exhibit A.
2.Representations by Both Parties. Each of the parties to this Transaction Confirmation represents and warrants that, as of the date of this Transaction Confirmation specified above:
(a)It has full and complete authority to enter into and perform this Transaction Confirmation;
(b)The person who executes this Transaction Confirmation on its behalf has full and complete authority to do so and is empowered to bind it thereby; and
(c)It is not insolvent and has not sought protection from its creditors under the United States Bankruptcy Code, or under any similar laws.
3.Buyer Representations. Buyer and Buyer’s Affiliate represent and warrant to Seller as of the execution date of this Transaction Confirmation that and on each Day during the Delivery Period that:
(a)The VFPs have entered into Biogas Contracts with Buyer;
(b)Neither Buyer nor Buyer’s Affiliate has taken any action that would invalidate Green Attributes that would otherwise be valid and in material compliance with all applicable laws and regulations;
(c)The Biogas delivered to Buyer will be used as Vehicle Fuel to the extent possible;
(d)The Biogas delivered to Buyer will be delivered to a Vehicle Fuel Producer in California for the subsequent generation of RINs and LCFS Credits throughout the Delivery Period as long as such programs exist, subject to the provisions of the Base Contract, Biogas Addendum, and this Transaction Confirmation that excuse Buyer’s performance hereunder (including, for the avoidance of doubt, Seller Force Majeure Events or Buyer Force Majeure Events, Regulatory Cessation, Regulatory Events, or an Illegality). Any failure by Buyer to satisfy the above warranty shall not be an
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Event of Default hereunder and the sole and exclusive remedy available to Seller in the event of such failure is the payment by Buyer of the RIN Value or LCFS Value, as applicable, that would have otherwise been generated had Buyer satisfied the warranty stated in this Section II.3(c); and
(e)As of the execution date hereof, Buyer’s VFPs meet the eligibility standards for registration under the applicable Green Attribute Program, including the EPA RFS, and, in the case of VFPs in California, under LCFS.
4.Seller Representations. Seller represents and warrants to Buyer and Buyer’s Affiliate as of the execution date of the Transaction Confirmation and on each Day during the Delivery Period that:
(a)The Biogas Supply Source meets the eligibility standards for Registration of the Green Attributes Program, including under the EPA RFS;
(b)Seller shall not sell, trade, remarket, give away, claim, or otherwise sell separately the Green Attributes from the Biogas supply source; and
(c)the Biogas delivered to Buyer shall have been processed to meet applicable pipeline quality specifications and injected into a Commercial Distribution System connected to the Delivery Points in accordance with the requirements of the applicable Green Attribute Program, including EPA RFS or LCFS.
5.Vehicle Fuel Producers. VFPs are those listed on Exhibit A. In the event that Buyer needs to sell Biogas purchased under this Transaction Confirmation to other VFPs not cited in Exhibit A in order to meet its purchase obligations under this Transaction Confirmation, Buyer shall send an updated Exhibit A to Seller listing the additional VFPs, which may be sent by email. Within seven (7) Business Days of acceptance, Seller shall update the VFP registrations with the respective Green Attribute Regulator(s).
6.Credit Support. For purposes of this Transaction Confirmation, Seller shall have no obligation to provide credit support or security in support of its obligations hereunder. Buyer shall provide a parent company guaranty in favor of Gevo in support of its obligations hereunder.
7.Third Party Verification Support Requirement. Buyer may terminate this Transaction Confirmation if Seller, not later than thirty (30) Days following the date of this Transaction Confirmation specified above, does not execute a contract to work with Weaver or EcoEngineers to provide all necessary information required for registration with the EPA under the EPA RFS with regard to Q-RINs for RIN generation and allocation or if Seller terminates such contract with Weaver or EcoEngineers during the Delivery Period. If the Seller opts to generate RINs before receiving Q-RIN status, or if Seller failed to receive Q-RIN status or terminates the contract with Weaver or EcoEngineers (or some other service provider acceptable to Buyer in its sole discretion), then the Non-QAP Discount shall be applied to the RIN Price until such time as the Seller receives Q-RIN status.
8.EPA and CARB Registration Cost.
(f)Renewable Fuel Standard Registration Cost. Seller and Buyer’s Affiliate will share equally all initial costs associated with Registration of the production facilities and fuel pathways in line with EPA requirements to provide RINs and for registration under the QAP. Seller will cooperate with Buyer’s Affiliate and provide all necessary information required to complete registration. Seller shall be responsible for any ongoing reporting and costs associated with integrity and compliance of the pathway, including QAP costs in Special Condition 7 above (Third Party Verification Support Requirement).
(g)Low Carbon Fuel Standard Registration Cost. Buyer’s Affiliate will pay all initial costs associated with registration of the production facilities and fuel pathways in line with CARB requirements to generate LCFS Credits. Seller will cooperate with Buyer’s Affiliate and provide all necessary information required to complete registration. Seller shall be responsible for any ongoing reporting and costs associated with integrity and compliance of the pathway.
9.Alternate Green Attribute Programs. Notwithstanding Section 3.6 of the Base Contract, if the Biogas, Green Attributes, RINs or LCFS Credits become eligible under another Green Attribute Program, Buyer shall have the option, exercisable at its sole discretion, to redirect the Biogas, Green Attributes, RINs or LCFS Credits to such program for the remainder of the Delivery Period.
If such option is exercised by Buyer, then:
(d)Any additional value (net of costs incurred as a result of redirection, including costs associated with Sections 9(b) and
(c) below) achieved over the Contract Price as a result of the redirection to an alternative Green Attribute Program shall be shared equally between Buyer and Seller.
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(e)Seller shall comply with all reasonable requests from Buyer or Buyer’s Affiliate to complete regulatory documentation necessary for such redirection, which includes, but is not limited to, any affidavits, reporting or attestations, and any other documentation required to certify that production and the transportation of the Biogas from its point of production to the Delivery Point is compliant with the transportation routing or pathing requirements of the Green Attribute Program; and
(f)Seller shall comply on an ongoing basis with all requirements of such Green Attribute Program, including completion of any regulatory documentation, which includes, but is not limited to, any affidavits, reporting or attestations, and any other documentation required to certify that production and the transportation of the Biogas from its point of production to the Delivery Point is compliant with the transportation routing or pathing requirements of the Green Attribute Program, provided that the foregoing shall not require Seller to incur any capital expenditures.
10.CARB LCFS Regulated Entity Status. Pursuant to Section 95483 of the California LCFS, Seller hereby transfers to Buyer, and Buyer hereby accepts from Seller, the LCFS compliance obligation as the regulated entity with respect to all Biogas sold by Seller to Buyer; provided that, in the event the Biogas sold and delivered to Buyer is not in compliance with all pathway requirements of the California LCFS, including the certified CI, as it relates to the Biogas production process, Seller shall remain the regulated entity with respect to such Biogas and indemnify Buyer for any and all claims, fines or penalties that Buyer may incur as a result of such Biogas being non-compliant, to the extent that the non-compliance of such Biogas is not as a result of the actions or inactions of Buyer nor Buyer’s Affiliate. In addition, in order to make such transfer effective as required under Section 95483 of the California LCFS, Seller shall provide Buyer with a PTD which shall prominently states: (i) the volume and average CI of the transferred fuel; and (ii) that Buyer is the regulated entity for the acquired fuel and, accordingly, is responsible for meeting the requirements of the California LCFS with respect to the fuel.
11.Storage Cost. Buyer and Seller shall share equally in any and all storage costs incurred by either Party during: (i) the period beginning on the date that the facility achieves COD and the date that the EPA approves the applicable RFS pathway and (ii) the period of time during any Downstream Distressed Event, it being understood and agreed that the purpose of such storage is to preserve any Green Attributes during such period.
12.Regulatory Cessation. Upon the occurrence of a Regulatory Cessation, then Buyer and Seller shall work together in good faith to deliver the Biogas and Green Attributes into another market with the goal that it will be delivered into the highest value market that is commercially practicable. For the purposes of this Transaction Confirmation, the term “Regulatory Cessation” shall mean any of the following: [*****]. If Buyer and Seller are unable to agree on the renegotiated Delivery Period or Contract Price within sixty (60) days from the date that a Party initiated such renegotiation, then either Party shall have the right to terminate this Transaction Confirmation and no Party shall have any further right or obligation hereunder (except for such rights or obligations that arose prior to the date of such Regulatory Cessation). For the avoidance of doubt, [*****]. Any termination under this Section 12 shall be conducted as though the Parties had selected “Early Termination Damages Do Not Apply” under Section 10.3 of the Base Contract.
13.Termination Rights.
(h)In the event that Seller does not produce and deliver Biogas to Buyer from facility by December 31, 2022, either party shall have the right to terminate this Transaction Confirmation upon at least thirty (30) days’ prior written notice to the other party.
(i)If within thirty-six (36) Months of the date hereof Seller elects to refinance those certain Solid Waste Facility Revenue Bonds (Gevo NW Iowa RNG, LLC Renewable Natural Gas Project), Series 2021 (Green Bonds), issued by the Iowa Finance Authority on April 15, 2021 and the inclusion of Section 3.5 (Regulatory Event) of the Special Provisions to the Contract prevents Seller from obtaining such refinancing, then Seller will notify Buyer. If after thirty (30) Days from receipt of such notice Buyer, Buyer’s Affiliate and Seller are not able to reform Section 3.5 of the Special Provisions in such a way as to allow Seller to obtain its refinancing, Seller may terminate this Transaction Confirmation on written notice to Buyer.
Any such termination under this Section 13 shall be conducted as though the parties had selected “Early Termination Damages Do Not Apply” under Section 10.3 of the Base Contract.
[Signature Page Follows]
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Please confirm the foregoing correctly sets forth the terms of our agreement with respect to this transaction by signing in the space provided below and returning a copy of the executed Transaction Confirmation by faxing it to (281) 227-8470.
BP Canada Energy Marketing Corp. By: /s/ John Armstrong Name: John Armstrong Title: Attorney-in-Fact Date: June 10, 2022 BP Products North America Inc. By: /s/ Sean Reavis Name: Sean Reavis Title: Attorney-in-Fact Date: June 10, 2022 | Gevo NW Iowa RNG, LLC By: /s/ Timothy Cesarek Name: Timothy Cesarek Title: Chief Commercial Officer Date: 06/10/22 | ||||
[Biogas Transaction Confirmation]
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Exhibit A Vehicle Fuel Producers
Vehicle Fuel Producers: | Location: | ||||
| [*****] | [*****] | ||||
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Exhibit B
Validation Example
The following example is intended to explain how the RIN Price is Validated, as described in Section 1.(c)(ii)(3) of the Contract Price section.
Biogas Delivery | Vintage | Vintage 2017 | Vintage 2016 | Vintage 2017 | ||||||||||||||||
Month | 2016 D3 | D3 RINs | [*****] | [*****] | D3 RIN | D3 RIN | ||||||||||||||
| RINs | # of Trades | for Vintage 2016 | for Vintage 2017 | BP Sale | BP Sale Vol/Price | |||||||||||||||
# of | Volume/Price | |||||||||||||||||||
Trades | ||||||||||||||||||||
June 2016 | [*****] | [*****] | [*****] | [*****] | [*****] | [*****] | ||||||||||||||
July 2016 | [*****] | [*****] | [*****] | [*****] | [*****] | [*****] | ||||||||||||||
August 2016 | [*****] | [*****] | [*****] | [*****] | [*****] | [*****] | ||||||||||||||
September 2016 | [*****] | [*****] | [*****] | [*****] | [*****] | [*****] | ||||||||||||||
October 2016 | [*****] | [*****] | [*****] | [*****] | [*****] | [*****] | ||||||||||||||
November 2016 | [*****] | [*****] | [*****] | [*****] | [*****] | [*****] | ||||||||||||||
December 2016 | [*****] | [*****] | [*****] | [*****] | [*****] | [*****] | ||||||||||||||
January 2017 | [*****] | [*****] | [*****] | [*****] | [*****] | [*****] | ||||||||||||||
February 2017 | [*****] | [*****] | [*****] | [*****] | [*****] | [*****] | ||||||||||||||
March 2017 | [*****] | [*****] | [*****] | [*****] | [*****] | [*****] | ||||||||||||||
April 2017 | [*****] | [*****] | ||||||||||||||||||
May 2017 | [*****] | [*****] | ||||||||||||||||||
1)For the September 2016 Biogas delivery Month, [*****] D3 RINs were generated.
a)Validation was not achieved in any of the three Months prior because there were only 8 days of trading as opposed to the required 10 Days. Therefore, to price the September 2016 RINs, you must follow Section 1(c)(ii)(2) of the Contract Price section.
b)The 2nd price tier would value[*****] D3 RINs at the actual sold price of $[*****] per RIN.
c)The remaining [*****] D3 RINs would be priced at the greater of [*****] of the [*****] ([*****] per RIN) and the [*****] (which for the sake of this example will be $[*****]/RIN). So, the [*****] D3 RINs are priced at $[*****].
d)Thus, on a weighted-average basis, the RIN Price for September 2016 is $[*****] per RIN.
2)For the Months of October 2016, November 2016, and December 2016, the [*****] has been Validated based on the fact that there were 12 trades during the 20 Business Days prior to the Advance Notice Deadline. Therefore, the price of 2016 D3 RINs for October, would be $[*****], for November would be $[*****] and for December would be $[*****].
3)For January 2017 Biogas delivery Month, [*****] D3 RINS were generated.
a)The price needs to be Validated for 2017 RINs. Validation was not achieved in any of the three Months prior to January because there were only 5 days of trading as opposed to the required 10 Days. The 10 trading days for vintage 2016 do not validate a vintage 2017 [*****]. Therefore, to price the January 2017 RINs, you must follow Section 1(c)(ii) of the Contract Price section.
b)The RIN price would be $[*****] based on BP’s actual sales of vintage 2017 RINs during the Month of January 2017.
4)For February 2017 Biogas delivery Month, [*****] D3 RINs were generated.
e)Validation was not achieved in any of the three Months prior to February because the month with the most trades was still below the required 10 Days. Therefore, to price the February 2017 RINs, you must follow Section 1(c)(ii) of the Contract Price section.
f)The RIN price would be $[*****] based on BP’s actual sales of vintage 2017 RINs during the Month of February 2017.
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5)For the months of March 2017, April, 2017 and May 2017, the [*****] has been Validated based on the fact that there were 10 trades during the 20 Business Days prior to the Advance Notice Deadline. Therefore, the price of 2017 D3 RINs for March, would be $[*****], for April would be $[*****], and for May would be $[*****].
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Exhibit 31.1
CERTIFICATIONS
I, Patrick R. Gruber, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q of Gevo, Inc. (the “Registrant”);
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;
4. The Registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the Registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the Registrant's internal control over financial reporting that occurred during the Registrant's most recent fiscal quarter (the Registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant's internal control over financial reporting; and
5. The Registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant's auditors and the audit committee of the Registrant's board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant's ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant's internal control over financial reporting.
Date: August 8, 2022
| /s/ Patrick R. Gruber | ||
Patrick R. Gruber Chief Executive Officer (Principal Executive Officer) | ||
Exhibit 31.2
CERTIFICATIONS
I, L. Lynn Smull, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q of Gevo, Inc. (the “Registrant”);
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;
4. The Registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the Registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the Registrant's internal control over financial reporting that occurred during the Registrant's most recent fiscal quarter (the Registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant's internal control over financial reporting; and
5. The Registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant's auditors and the audit committee of the Registrant's board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant's ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant's internal control over financial reporting.
Date: August 8, 2022
| /s/ L. Lynn Smull | ||
L. Lynn Smull Chief Financial Officer (Principal Accounting Officer) | ||
Exhibit 32.1
CERTIFICATIONS PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
(18 U.S.C. SECTION 1350)
I, Patrick R. Gruber, Chief Executive Officer of Gevo, Inc. (the "Company"), and I, L. Lynn Smull, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Quarterly Report on Form 10-Q of the Company for the quarter ended June 30, 2022 (the "Report"), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company for the period covered by the Report.
Date: August 8, 2022 | ||
| /s/ Patrick R. Gruber | ||
Patrick R. Gruber Chief Executive Officer (Principal Executive Officer) | ||
| /s/ L. Lynn Smull | ||
L. Lynn Smull Chief Financial Officer (Principal Accounting Officer) | ||