SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 5, 2023
(Exact name of registrant as specified in its charter)
|(State or other jurisdiction||(Commission File Number)||(IRS Employer|
|of incorporation)|| ||Identification No.)|
345 Inverness Drive South, Building C, Suite 310 Englewood, CO 80112
|(Address of principal executive offices) (Zip Code)|
Registrant’s telephone number, including area code: (303) 858-8358
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
|☐||Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)|
|☐||Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)|
|☐||Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))|
|☐||Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))|
Securities registered pursuant to Section 12(b) of the Act:
|Title of each class||Trading symbol||Name of exchange on which registered|
|Common Stock, par value $0.01 per share||GEVO||The Nasdaq Stock Market LLC|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
Item 1.01. Entry into a Material Definitive Agreement.
On May 5, 2023, Gevo, Inc. (“Gevo”) entered into a Side Agreement (“Side Agreement”) with Axens North America, Inc. (“Axens”) in connection with a Master Framework Agreement for Ethanol to Jet Collaboration (“MFA”), dated September 22, 2021 pursuant to which Axens agreed to exclusively provide for a period beginning on the effective date of the contract and ending on December 22, 2023 (the “Initial Term”) certain engineering, license rights, catalyst supply, technical assistance and proprietary reactor for use in certain processes (collectively, “Services”) in the conversion of ethanol to hydrocarbons fuels via dehydration, oligomerization, and saturation in the Exclusive Field (as defined in the MFA) and the Exclusive Territory (as defined in the MFA) for the purpose of the production of renewable hydrocarbons, including gasoline, diesel, and jet fuel in exchange for payment by Gevo of an annual exclusivity fee and use of the Services. The Initial Term of the MFA is subject to automatic extension for up to two years upon the satisfaction of certain conditions. Should the conditions not be met then any extension of the Initial Term will not be automatic, but subject to the written agreement of Gevo and Axens.
The Side Agreement modifies the exclusivity provisions contained in the MFA. The parties carved-out exceptions to the Exclusive Territory in certain areas of the Midwest for (i) an ethanol wet mill facility in Decatur, Illinois, (ii) a dry mill in Cedar Rapids, Iowa, and (iii) a dry mill and co-generation plant in Columbus, Nebraska (“Modified Territory”). Within the Modified Territory, Axens is permitted to provide certain services and grant certain licenses relating to the conversion of ethanol to hydrocarbons fuels via dehydration, oligomerization, and saturation to Phillips 66 Company (“P66”), Archer-Daniels-Midland Company (“ADM” and, together with P66, the “Potential Partners”), or a joint venture entity between ADM and P66 (the “JV”).
The Side Agreement became effective on May 5, 2023 and will continue with full force and effect until the exclusivity contemplated under the MFA is suspended or is terminated. The Side Agreement may also be terminated by Gevo (after providing written notice) in the event that P66 and ADM fail to reach certain development milestones, subject to a cure period. If the Side Agreement is terminated by Gevo due to the failure of P66 and ADM to reach those certain development milestones, then Axens shall no longer be entitled to enter into any other agreement in reliance on the terms of Side Agreement and shall immediately terminate all agreements between Axens and P66, ADM or the JV (except for wind-down activities and the invoicing and payment of services rendered).
In connection with the Side Agreement, and as consideration for Gevo to share Axens’ technology with, P66 and ADM in the Modified Territory, Gevo, P66 and ADM entered into a Technology Access Agreement, dated as of May 5, 2023 (the “TAA”). As consideration for Gevo entering into the TAA and the Side Agreement, the Potential Partners shall cause the applicable JV to pay Gevo certain milestone payments in connection with the development and production of the hydrocarbon fuel expected to equal to $50 million if all milestones are achieved. Additionally, the Potential Partners will cause the applicable JV to make royalty payments to Gevo on such renewable hydrocarbons produced during a certain period (subject to a cap) and described in the TAA. The royalty payments are expected to equal at least $75 million if certain conditions and production milestones are achieved.
If the Potential Partners determine (in their sole discretion) not to utilize any of the Services and license the Axens processes in connection with such facilities owned by the JV, the Potential Partners may jointly agree to terminate the TAA by delivering written notice to Gevo, which shall be effective thirty (30) days following delivery thereof. Pursuant to the terms of the TAA, no payments shall be due to Gevo by or on behalf of P66, ADM, any JV or any affiliate of P66, ADM or any JV (i) under or in connection with the TAA if, for any or no reason, no milestone is met or (ii) for a particular milestone if, for any or no reason, such milestone is not met.
The TAA is subject to customary covenants including restrictions on amending the MFA and Side Agreement in a manner affecting P66 and/or ADM, restrictions on P66 and ADM from assigning or otherwise transferring the TAA (or any of the benefits derived thereunder) and Gevo’s continued compliance under the MFA.
The TAA became effective on May 5, 2023 and continues with full force and effect unless certain development milestones have not been reached, or unless earlier terminated as jointly determined by the Potential Partners. The TAA will also terminate upon the occurrence of a material breach by the non-terminating party that is not cured within 30 days following written notice or certain insolvency events, or if the MFA is terminated or Gevo otherwise loses its exclusive rights to the Services in the United States.
The foregoing description of the MFA, Side Agreement and TAA does not purport to be complete and is subject to, and qualified in its entirety by, the full text of each agreement, copies of which will be attached as exhibits to our Quarterly Report on Form 10-Q for the quarter ended June 30, 2023.
Item 2.02. Results of Operations and Financial Condition.
On May 10, 2023, Gevo, Inc. (the “Company”) issued a press release announcing the Company’s financial results for the quarter ended March 31, 2023. A copy of this press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information in this Item 2.02 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
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 hereunto duly authorized.
| ||GEVO, INC.|
| || || |
|Date: May 10, 2023||By:||/s/ Geoffrey T. Williams, Jr.|
| || ||Geoffrey T. Williams, Jr.|
| || ||Vice President - General Counsel and Secretary|
345 Inverness Drive South
Building C, Suite 310
Englewood, CO 80112
Gevo Reports First Quarter 2023 Financial Results
Gevo to Host Conference Call Today at 4:30 p.m. ET
ENGLEWOOD, Colo. – May 10, 2023 - Gevo, Inc. (NASDAQ: GEVO) ("Gevo", the "Company", "we", "us" or "our") today announced financial results for the first quarter of 2023 and recent corporate highlights.
Recent Corporate Highlights
•On May 5, 2023, Gevo entered into a Technology Access Agreement with Phillips 66 and ADM pursuant to which Gevo waived its exclusivity rights to Axens technology to allow Phillips 66 and ADM to evaluate and potentially license Axens technology for use in the production of sustainable aviation fuel (“SAF”) that could result in payments of up to $125 million to Gevo if certain conditions are met.
•On April 10, 2023, Gevo entered into a joint development agreement with LG Chem, Ltd. ("LG"), a leading global chemical company committed to producing sustainable products, to develop bio-propylene for the production of renewable chemicals using Gevo's Ethanol-to-Olefins ("ETO") technology.
•Gevo entered into a joint development framework agreement with Southwest Iowa Renewable Energy (SIRE) to measure, report and verify carbon intensity ("CI") through the entire value chain by utilizing Verity Carbon Solutions ("VCS").
•As a component of Gevo's Net-Zero 1 Project ("NZ1"), Gevo recently finalized a hydrogen development services agreement with Zero6 Energy (formerly Juhl Energy) for the development of a 20-megawatt hydrogen production facility in Lake Preston, South Dakota using Cummins electrolyzer technology.
2023 First Quarter Financial Highlights
•Ended the quarter with cash, cash equivalents, restricted cash and marketable securities of $452.9 million compared to $482.8 million as of the end of Q4 2022.
•Revenue of $4.1 million for the quarter primarily consists of renewable natural gas ("RNG") and environmental attribute sales from Gevo's RNG project, as well as some miscellaneous isooctane sales and compares to $0.2 million in Q1 2022
•Loss from operations of $20.9 million for the quarter compared to $16.0 million in Q1 2022
•Non-GAAP cash EBITDA loss1 of $11.6 million for the quarter compared to $10.3 million in Q1 2022
•Net loss per share of $0.07 for the quarter compared to $0.08 in Q1 2022
Commenting on the first quarter of 2023 and recent corporate events, Dr. Patrick R. Gruber, Gevo’s Chief Executive Officer, said "We are pleased to announce the agreement with ADM and Phillips 66. This is another example of
1 Cash EBITDA loss is a non-GAAP measure calculated by adding back depreciation and amortization and non-cash stock-based compensation to GAAP loss from operations. A reconciliation of cash EBITDA loss to GAAP loss from operations is provided in the financial statement tables following this release.
Gevo's commitment to further the development of SAF production facilities. We believe that this agreement with ADM and Phillips 66 provides ongoing affirmation of Gevo's selection of Axens as its technology partner. Of course, we believe that Axens' technology is proven and ready for scale and that the agreement demonstrates our leadership in the support of the development of SAF production facilities. We intend to support the development and commercialization of other projects in a similar way."
Dr. Gruber continued, “We continue to have discussions with potential equity partners for NZ1, and we are working through the Department of Energy’s loan guarantee program process. We believe that the DOE loan guarantee program offers the best lending rates and terms available for NZ1. It is in stockholders’ best interest to pursue the lowest cost debt available, that is, the DOE loan guarantee. The trade-off, however, is a longer process that will likely delay the financial close of NZ1. We continue to advance the development of our projects with a focus on getting them ready for financial close utilizing third party equity partners. The sustainable aviation fuel plant design that we are pioneering for NZ1, and related-equipment, are designed to be copied for other sites. As a project developer, we want to be positioned to bring multiple projects forward for investment as they mature and when the overall financial markets settle down and become less volatile. Finally, part of our business model is to be a licensor/enabler of large capital deployment projects that we expect will earn us fees and royalties, similar to the agreement we recently entered into with ADM and P66. We have a strong balance sheet and intend to use it for projects and enabling deals that can bring in revenue sooner, rather than later. The banking crisis combined with the uncertainty around federal regulatory treatment of renewables within the Inflation Reduction Act means that we must act prudently with respect to expenditures and development of our NZ1 project and other projects."
LG Joint Development Agreement
Under the terms of the joint development agreement with LG, Gevo will provide the core ETO enabling technology that it has developed for renewable olefins to be produced from low-carbon ethanol and together the parties will collaborate to accelerate the pilot research, technical scale-up, and commercialization of bio-propylene. In addition to the technical joint development aspects, the agreement includes a combination of direct payments to Gevo beginning in 2023, commercial licensing terms and potential options for the parties to form a joint venture if the research and development activities prove successful. Gevo believes that the joint development agreement with a company as large and as well-respected as LG demonstrates the strength of Gevo’s capabilities and its ability to develop technologies with a low-carbon footprint.
According to an industry source, bio-based plastic production in 2022 marked 4.5 million tons, with an expected compound annual growth rate of 14% up until 2027. Bio-propylene can be used as an eco-friendly raw material for various plastic products and is expected to play a pivotal role in the rapid growth of the bioplastic market. Once bio-propylene is developed, products based on fossil fuels, such as automobile interiors and exteriors, flooring and diapers, can be entirely replaced and produced with bio-based raw materials. Furthermore, compared to the existing products in the marketplace, significant carbon reductions are expected using Gevo’s ETO technology with a potentially negative carbon footprint.
Due to high demand for sustainable aviation fuel and Gevo's need to develop multiple sites to satisfy existing supply agreements, the engineering and design focus has shifted to maximizing the modularization of Gevo's SAF plants. These modules can be constructed in locations where the labor is readily available and then transported to the final production site location for assembly. This should enable the construction of multiple, modular SAF plants simultaneously while reducing the risks around geographical labor tightness. This modularization approach requires more rigorous up-front engineering and design and takes more time on the front end; however, it is expected to lead to more efficient deployment. The NZ1 project development is proceeding and engineering work for NZ1 continues with the goal of bringing the project to a maturity level where it can close with third party project investment. Based on current information, the installed cost for NZ1 is currently forecasted to be approximately $850 million, excluding certain contingencies and financing costs. Upon receiving an invitation from the U.S. Department of Energy ("DOE"), we submitted the Part Two Application for a DOE loan guarantee for a direct lending from the Federal Financing Bank. The DOE guarantee lending facility is expected to offer the lowest cost of debt for the project. As we pursue this route to debt financing, we are working with our contractors to reduce our projected spending prior to financial close from our originally projected range of $100 million to $200 million.
In order to achieve full construction financing for NZ1, we need to secure third-party equity and debt. Given the current interest rate environment and general macroeconomic conditions, a DOE-guaranteed loan is our most attractive
debt option. We expect that obtaining a DOE-guaranteed loan will have the benefit of reducing the overall amount of equity required to finance NZ1 and should result in higher project equity returns for investors which should increase the likelihood of Gevo successfully financing NZ1. However, the DOE loan application process is expected to carry into 2024.
We expect that our NZ1 plant start-up date will occur twenty-four to thirty months after the financing of NZ1 closes, the timing of which is uncertain. In parallel with the DOE-guaranteed loan process, we continue to explore financing NZ1 without the benefit of the DOE-guaranteed loan.
We are evaluating and performing early site development work at several sites in the U.S. for our second Net-Zero Project ("NZ2"). We are also pursuing potential Net-Zero Projects with several existing ethanol production facilities. Existing ethanol plants need to be decarbonized to an appropriate level with renewable energy or de-fossilized energy and/or carbon sequestration. Gevo has developed a preferred list of potential partners and sites with decarbonization in mind and is engaged in preliminary feasibility and development discussions with several of these potential partners. The advantage of developing these opportunities is that we expect to use the SAF plant designed for NZ1. There are also several greenfield sites where we could build a SAF plant and then transport ethanol as feedstock. We plan to give priority to existing industrial plant sites that have attractive potential economics and high predictability of timeline for decarbonization.
First Quarter 2023 Financial Results
Operating revenue. During the three months ended March 31, 2023, operating revenue increased $3.8 million compared to the three months ended March 31, 2022, primarily due sales of natural gas from our RNG Project. During the three months ended March 31, 2023, we sold 63,846 MMBtu of RNG from our RNG Project, resulting in natural gas commodity sales of $0.1 million and environmental attribute sales of $3.5 million, as well as $0.4 million of isooctane.
Cost of production. Cost of production increased $1.3 million during the three months ended March 31, 2023, compared to the three months ended March 31, 2022, primarily due to the costs related to RNG production and sales, partially offset by lower costs from minimal production at our facility in Luverne, Minnesota (the "Luverne Facility") before it was put into care and maintenance.
Depreciation and amortization. Depreciation and amortization increased $3.1 million during the three months ended March 31, 2023, compared to the three months ended March 31, 2022, primarily due to additional depreciation for RNG assets placed into service in 2022 and accelerated depreciation on Agri-Energy segment assets due to shorter lives stemming from the impairment assessment during the third quarter of 2022.
Research and development expense. Research and development expense remained flat during the three months ended March 31, 2023, compared to the three months ended March 31, 2022, an increase in patent and personnel related costs, as well as lab work and supplies related to our ETO and other technologies was offset by a reduction of consulting expenses.
General and administrative expense. General and administrative expense increased $1.4 million during the three months ended March 31, 2023, compared to the three months ended March 31, 2022, primarily due to increases in personnel costs related to hiring of highly qualified and skilled professionals for our strategic projects, including NZ1 and NZ2 projects, as well as VCS and DOE programs. An additional contributor to the increase was non-cash stock-based compensation and professional consulting fees.
Project development costs. Project development costs are related to our future Net-Zero Projects and VCS which consist primarily of employee expenses, preliminary engineering and technical consulting costs. Project development costs increased $1.9 million during the three months ended March 31, 2023, compared to the three months ended March 31, 2022, primarily due to increases in personnel costs, consulting, and professional fees.
Facility idling costs. Facility idling costs of $1.0 million for the three months ended March 31, 2023, is related to the care and maintenance of our Luverne Facility. We plan to utilize the Luverne Facility as a development scale plant to advance our technology and operational knowledge to help us in achieving operational success as we scale up the production and delivery of hydrocarbons and chemical products for our customers and partners.
Loss from operations. Our loss from operations increased by $4.9 million during the three months ended March 31, 2023, compared to the three months ended March 31, 2022, primarily due to the increased activities for our Net-Zero Projects and VCS. See explanations for each line item above.
Interest expense. Interest expense increased $0.5 million during the three months ended March 31, 2023, compared to the three months ended March 31, 2022, primarily due to the interest on the 2021 Bonds, which was capitalized into construction in process during the construction phase of our RNG Project in the prior periods.
Investment income. Investment income increased $2.8 million during the three months ended March 31, 2023, compared to the three months ended March 31, 2022, primarily due to higher interest earned on our cash equivalent investments as a result of higher interest rates.
Other income. Other income increased $0.7 million for the three months ended March 31, 2023, compared to the three months ended March 31, 2022, primarily due to higher interest earned on our restricted cash balances as a result of higher interest rates.
During the three months ended March 31, 2023, net cash used for operating activities was $19.4 million compared to $12.5 million for the three months ended March 31, 2022. Non-cash charges primarily consisted of stock-based compensation expense of $4.7 million, depreciation and amortization of $4.6 million and other non-cash expense of $0.2 million, partially offset by non-cash amortization of discounts on marketable securities of $0.1 million. The net cash outflow from changes in operating assets and liabilities increased $7.4 million, primarily due to increased cash outflows of $10.5 million in prepaid expenses and other current assets due to deposits to secure long-lead equipment power transmission and distribution facilities for NZ1, and $1.2 million related to increases in accounts receivable primarily due to higher sales of environmental attributes. These were partially offset by $1.6 million of decreased costs associated with the sale of environmental attribute inventory and $2.7 million of accounts payable.
Webcast and Conference Call Information
Hosting today’s conference call at 4:30 p.m. ET will be Dr. Patrick R. Gruber, Chief Executive Officer, L. Lynn Smull, Chief Financial Officer, and John Richardson, Director of Investor Relations. They will review Gevo’s financial results and provide an update on recent corporate highlights.
To participate in the live call, please register through the following event weblink: https://register.vevent.com/register/BI5f6929e849584d6e81df9a6c8c4fa73e. After registering, participants will be provided with a dial-in number and pin.
To listen to the conference call (audio only), please register through the following event weblink: https://edge.media-server.com/mmc/p/s7psc2z4.
A webcast replay will be available two hours after the conference call ends on May 10, 2023. The archived webcast will be available in the Investor Relations section of Gevo's website at www.gevo.com.
Gevo’s mission is to transform renewable energy and carbon into energy-dense liquid hydrocarbons. These liquid hydrocarbons can be used for drop-in transportation fuels such as gasoline, jet fuel, and diesel fuel, that when burned have potential to yield net-zero greenhouse gas emissions when measured across the full lifecycle of the products. Gevo uses low-carbon renewable resource-based carbohydrates as raw materials, and is in an advanced state of developing renewable electricity and renewable natural gas for use in production processes, resulting in low-carbon fuels with substantially reduced carbon intensity (the level of greenhouse gas emissions compared to standard petroleum fossil-based fuels across their lifecycle). Gevo’s products perform as well or better than traditional fossil-based fuels in infrastructure and engines, but with substantially reduced greenhouse gas emissions. In addition to addressing the problems of fuels, Gevo’s technology also enables certain plastics, such as polyester, to be made with more sustainable ingredients. Gevo’s ability to penetrate the growing low-carbon fuels market depends on the price of oil and the value of abating carbon emissions that would otherwise increase greenhouse gas emissions. Gevo believes that it possesses 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, through a combination of its own technology, know-how, engineering, and licensing of technology and engineering from Axens North America, Inc., which yields the potential to generate project and corporate returns that justify the build-out of a multi-billion-dollar business.
Gevo believes that Argonne National Laboratory GREET model is the best available standard of scientific based measurement for life cycle inventory or LCI.
Learn more at Gevo’s website: www.gevo.com
Certain statements in this press release may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements relate to a variety of matters, including, without limitation, the timing of our NZ1 project, the agreement with ADM and Phillips 66, including any payments that Gevo might receive in connection with the agreement, the agreement with LG, our financial condition, our results of operation and liquidity, our business plans, our business development activities, our Net-Zero Projects, financial projections related to our business, our RNG project, our fuel sales agreements, our plans to develop our business, our ability to successfully develop, construct and finance our operations and growth projects, our ability to achieve cash flow from our planned projects, the ability of our products to contribute to lower greenhouse gas emissions, particulate and sulfur pollution, and other statements that are not purely statements of historical fact These forward-looking statements are made based on the current beliefs, expectations and assumptions of the management of Gevo and are subject to significant risks and uncertainty. Investors are cautioned not to place undue reliance on any such forward-looking statements. All such forward-looking statements speak only as of the date they are made, and Gevo undertakes no obligation to update or revise these statements, whether as a result of new information, future events or otherwise. Although Gevo believes that the expectations reflected in these forward-looking statements are reasonable, these statements involve many risks and uncertainties that may cause actual results to differ materially from what may be expressed or implied in these forward-looking statements. For a further discussion of risks and uncertainties that could cause actual results to differ from those expressed in these forward-looking statements, as well as risks relating to the business of Gevo in general, see the risk disclosures in the Annual Report on Form 10-K of Gevo for the year ended December 31, 2022 and in subsequent reports on Forms 10-Q and 8-K and other filings made with the U.S. Securities and Exchange Commission by Gevo.
Non-GAAP Financial Information
This press release contains a financial measure that does not comply with U.S. generally accepted accounting principles (GAAP), including non-GAAP cash EBITDA loss. Non-GAAP cash EBITDA loss excludes depreciation and amortization and non-cash stock-based compensation from GAAP loss from operations. Management believes this measure is useful to supplement its GAAP financial statements with this non-GAAP information because management uses such information internally for its operating, budgeting and financial planning purposes. This non-GAAP financial measure also facilitates management’s internal comparisons to Gevo’s historical performance as well as comparisons to the operating results of other companies. In addition, Gevo believes this non-GAAP financial measure is useful to investors because it allows for greater transparency into the indicators used by management as a basis for its financial and operational decision making. Non-GAAP information is not prepared under a comprehensive set of accounting rules and therefore, should only be read in conjunction with financial information reported under U.S. GAAP when understanding Gevo’s operating performance. A reconciliation between GAAP and non-GAAP financial information is provided below.
Condensed Consolidated Balance Sheets Information
(Unaudited, in thousands, except share and per share amounts)
|March 31, 2023||December 31, 2022|
|Cash and cash equivalents||$||342,283 ||$||237,125 |
|Marketable securities||32,897 ||167,408 |
|Restricted cash (current)||1,032 ||1,032 |
|Trade accounts receivable, net||855 ||476 |
|Inventories||4,355 ||6,347 |
|Prepaid expenses and other current assets||4,985 ||3,034 |
|Total current assets||386,407 ||415,422 |
|Property, plant and equipment, net||183,862 ||176,872 |
|Restricted cash (non-current)||76,736 ||77,219 |
|Operating right-of-use assets||1,285 ||1,331 |
|Finance right-of-use assets||217 ||219 |
|Intangible assets, net||7,400 ||7,691 |
|Deposits and other assets||32,787 ||21,994 |
|Total assets||$||688,694 ||$||700,748 |
|Accounts payable and accrued liabilities||$||24,931 ||$||24,760 |
|Operating lease liabilities (current)||421 ||438 |
|Finance lease liabilities (current)||59 ||79 |
|Loans payable (current)||152 ||159 |
|Total current liabilities||25,563 ||25,436 |
|2021 Bonds payable, net||67,408 ||67,223 |
|Loans payable (non-current)||126 ||159 |
|Operating lease liabilities (non-current)||1,392 ||1,450 |
|Finance lease liabilities (non-current)||184 ||183 |
|Other liabilities (non-current)||560 ||820 |
|Total liabilities||95,233 ||95,271 |
Common stock, $0.01 par value per share; 500,000,000 shares authorized; 237,261,164 and 237,166,625 shares issued and outstanding at March 31, 2023, and December 31, 2022, respectively.
|2,373 ||2,372 |
|Additional paid-in capital||1,264,203 ||1,259,527 |
|Accumulated other comprehensive loss||(115)||(1,040)|
|Total stockholders' equity||593,461 ||605,477 |
|Total liabilities and stockholders' equity||$||688,694 ||$||700,748 |
Condensed Consolidated Statements of Operations Information
(Unaudited, in thousands, except share and per share amounts)
|Three Months Ended March 31,|
|Total operating revenues||$||4,060 ||$||232 |
|Cost of production||4,425 ||3,090 |
|Depreciation and amortization||4,575 ||1,442 |
|Research and development expense||1,198 ||1,192 |
|General and administrative expense||10,761 ||9,367 |
|Project development costs||2,959 ||1,096 |
|Facility idling costs||999 ||— |
|Total operating expenses||24,917 ||16,187 |
|Loss from operations||(20,857)||(15,955)|
|Other income (expense)|
|Investment income||3,067 ||252 |
|Other income, net||711 ||32 |
|Total other income, net||3,239 ||282 |
|Net loss per share - basic and diluted||$||(0.07)||$||(0.08)|
|Weighted-average number of common shares outstanding - basic and diluted||237,260,681 ||201,925,747 |
Condensed Consolidated Statements of Comprehensive Loss
(Unaudited, in thousands, except share and per share amounts)
|Three Months Ended March 31,|
|Other comprehensive loss:|
|Unrealized gain (loss) on available-for-sale securities, net of tax||925 ||(973)|
Condensed Consolidated Statements of Stockholders’ Equity Information
(Unaudited, in thousands, except share amounts)
|Three Months Ended March 31, 2023 and 2022|
|Common Stock||Paid-In Capital||Accumulated Other Comprehensive Loss||Accumulated Deficit||Stockholders’ Equity|
|Balance, December 31, 2022||237,166,625 ||$||2,372 ||$||1,259,527 ||$||(1,040)||$||(655,382)||$||605,477 |
|Non-cash stock-based compensation||— ||— ||4,677 ||— ||— ||4,677 |
|Stock-based awards and related share issuances, net||94,539 ||1 ||(1)||— ||— ||— |
|Other comprehensive income||— ||— ||— ||925 ||— ||925 |
|Net loss||— ||— ||— ||— ||(17,618)||(17,618)|
|Balance, March 31, 2023||237,261,164 ||$||2,373 ||$||1,264,203 ||$||(115)||$||(673,000)||$||593,461 |
|Balance, December 31, 2021||201,988,662 ||$||2,020 ||$||1,103,224 ||$||(614)||$||(557,375)||$||547,255 |
|Issuance of common stock upon exercise of warrants||4,677 ||— ||3 ||— ||— ||3 |
|Non-cash stock-based compensation||— ||— ||4,044 ||— ||— ||4,044 |
|Stock-based awards and related share issuances, net||(240,617)||(1)||(220)||— ||— ||(221)|
|Other comprehensive loss||— ||— ||— ||(973)||— ||(973)|
|Net loss||— ||— ||— ||— ||(15,673)||(15,673)|
|Balance, March 31, 2022||201,752,722 ||$||2,019 ||$||1,107,051 ||$||(1,587)||$||(573,048)||$||534,435 |
Condensed Consolidated Cash Flow Information
(Unaudited, in thousands)
|Three Months Ended March 31,|
|Adjustments to reconcile net loss to net cash used in operating activities:|
|Stock-based compensation||4,677 ||4,258 |
|Depreciation and amortization||4,575 ||1,442 |
|Amortization of marketable securities (discount) premium||(114)||1,150 |
|Other noncash expense||234 ||139 |
|Changes in operating assets and liabilities:|
|Accounts receivable||(379)||810 |
|Inventories||1,650 ||16 |
|Prepaid expenses and other current assets, deposits and other assets||(12,852)||(2,367)|
|Accounts payable, accrued expenses and non-current liabilities||381 ||(2,269)|
|Net cash used in operating activities||(19,446)||(12,494)|
|Acquisitions of property, plant and equipment||(11,434)||(31,218)|
|Acquisition of patent portfolio||— ||(10)|
|Proceeds from sale and maturity of marketable securities||135,550 ||71,082 |
|Proceeds from sale of property, plant and equipment||67 ||— |
|Purchase of marketable securities||— ||(31,993)|
|Net cash provided by investing activities||124,183 ||7,861 |
|Proceeds from exercise of warrants||— ||3 |
|Net settlement of common stock under stock plans||— ||(220)|
|Payment of debt||(39)||(103)|
|Payment of finance lease liabilities||(23)||— |
|Net cash used in financing activities||(62)||(320)|
|Net increase (decrease) in cash and cash equivalents||104,675 ||(4,953)|
|Cash, cash equivalents and restricted cash at beginning of period||315,376 ||136,033 |
|Cash, cash equivalents and restricted cash at end of period||$||420,051 ||$||131,080 |
Reconciliation of GAAP to Non-GAAP Financial Information
(Unaudited, in thousands, except share and per share amounts)
|Three Months Ended March 31,||Three Months Ended March 31,|
|Non-GAAP Cash EBITDA:|
|Loss from operations||$||(20,857)||$||(15,955)||$||(20,857)||$||(15,955)|
|Depreciation and amortization||4,575 ||1,442 ||4,575 ||1,442 |
|Stock-based compensation||4,677 ||4,258 ||4,677 ||4,258 |
|Non-GAAP cash EBITDA||$||(11,605)||$||(10,255)||$||(11,605)||$||(10,255)|
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