0001392380-24-000040 | 10-Q | XBRL Viewer

Property, Plant, and Equipment

9 Months Ended

Sep. 30, 2024

8.	Property, Plant and Equipment

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


	September 30, 2024		December 31, 2023
Land	$	6,588	$	6,505
Plant facilities and infrastructure		74,573		77,329
Machinery and equipment		83,998		95,212
Furniture and office equipment		2,764		2,864
Software		1,701		1,636
Construction in progress		147,836		114,332
Total property, plant and equipment		317,460		297,878
Less: accumulated depreciation and amortization		(97,656)		(86,315)
Property, plant and equipment, net	$	219,804	$	211,563

During the three and nine months ended September 30, 2024, the Company recorded depreciation expense of $3.1 million and $11.0 million, respectively. During the three and nine months ended September 30, 2023, the Company recorded depreciation expense of $5.2 million and $13.3 million, respectively. During the three and nine months ended September 30, 2024, and 2023, $1.2 million, $3.7 million, $1.1 million, and $3.0 million, respectively, of depreciation expense was recorded into inventory. During the three and nine months ended September 30, 2024, and 2023, $0.6 million, $3.2 million, $1.6 million, and $4.6 million, respectively, was recorded to depreciation expense due to sales of inventory.

Construction in progress includes $131.0 million for Gevo, primarily related to the NZ1 project, $16.0 million for the Agri-Energy segment (“Agri-Energy”) related to a fractionation and hydrocarbon skid, and $0.8 million for NW Iowa RNG at September 30, 2024. Construction in progress includes $98.2 million for Gevo, primarily related to the NZ1 project, $15.5 million for Agri-Energy, and $0.6 million for NW Iowa RNG at December 31, 2023. Construction in progress is not subject to depreciation until the assets are placed into service.

Segments - Segment Reporting Information (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Segment Reporting Information [Line Items]
Revenue from joint development agreement	$ 1,965	$ 4,528	$ 11,215	$ 12,826
Depreciation and amortization	(3,494)	(4,994)	(12,222)	(14,323)
Loss from operations	(24,008)	(20,726)	(71,178)	(60,498)
Interest income	3,817	5,236	12,504	13,974
Interest expense	(1,107)	(540)	(2,762)	(1,615)
Acquisitions of property, plant, and equipment	9,751	20,884	36,459	61,413
Total assets	603,790		603,790		$ 650,322
Operating Segments \| Gevo
Segment Reporting Information [Line Items]
Revenue from joint development agreement	13	11	950	1,729
Depreciation and amortization	(435)	(455)	(1,325)	(1,343)
Loss from operations	(18,226)	(17,382)	(56,410)	(47,284)
Interest income	3,817	5,236	12,504	13,974
Interest expense	(227)	(87)	(557)	(260)
Acquisitions of property, plant, and equipment	9,068	18,998	34,219	55,045
Total assets	495,818		495,818		519,994
Operating Segments \| Agri-Energy
Segment Reporting Information [Line Items]
Depreciation and amortization	(2,387)	(2,625)	(7,550)	(7,881)
Loss from operations	(2,950)	(3,114)	(9,505)	(9,503)
Interest expense		(4)	(1)	(12)
Acquisitions of property, plant, and equipment	(60)	216	452	239
Total assets	21,932		21,932		28,818
Operating Segments \| Renewable Natural Gas
Segment Reporting Information [Line Items]
Revenue from joint development agreement	1,952	4,517	10,265	11,097
Depreciation and amortization	(672)	(1,914)	(3,347)	(5,099)
Loss from operations	(2,832)	(230)	(5,263)	(3,711)
Interest expense	(880)	(449)	(2,204)	(1,343)
Acquisitions of property, plant, and equipment	743	$ 1,670	1,788	$ 6,129
Total assets	$ 86,040		$ 86,040		$ 101,510

Shareholders' Equity

9 Months Ended

Sep. 30, 2024

Stockholders' Equity

Shareholders' Equity

17.	Stockholders’ Equity

Share Issuances

At-the-Market Offering Program

In January 2024 the Company filed a registration statement on Form S-3, which included a base prospectus which covers the offer, issuance and sale of up to an aggregate of $750.0 million of the registrant’s common stock, preferred stock, debt securities, depositary shares, warrants, purchase contracts and units and an at-the-market offering prospectus supplement covering the offering, issuance and sale by the Company of up to a maximum aggregate offering price of $500.0 million of common stock that may be issued and sold under an at-the-market-offering agreement.

As of September 30, 2024, the Company has remaining capacity to issue up to $500.0 million of common stock under the at-the-market offering program.

Registered Direct Offering

In June 2022, the Company completed a registered direct offering (the “June 2022 Offering”) of an aggregate of 33,333,336 shares of the Company’s common stock at a price of $4.50 per share, accompanied by Series 2022-A warrants to purchase an aggregate of 33,333,336 shares of the Company’s common stock (each, a “Series 2022-A Warrant”) pursuant to a securities purchase agreement with certain institutional and accredited investors. 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 share. As of September 30, 2024, none of the Series 2022-A Warrants had been exercised.

The net proceeds to the Company from the June 2022 Offering were $139.2 million, after deducting placement agent’s fees, advisory fees and other offering expenses payable by the Company, and assuming none of the Series 2022-A Warrants issued in the June 2022 Offering are exercised for cash.

Stock Repurchase Program

On May 30, 2023, the Company authorized a stock repurchase program, under which it may repurchase up to $25 million of its common stock. The primary goal of the repurchase program is to allow the Company to opportunistically repurchase shares, while maintaining the Company’s ability to fund its development projects. Under the stock repurchase program, the Company may repurchase shares from time to time in the open market or through privately negotiated transactions. The timing, volume and nature of stock repurchases, if any, will be in the Company’s sole discretion and will be dependent on market conditions, applicable securities laws, and other factors. The stock repurchase program may be suspended or discontinued at any time by the Company and does not have an expiration date.

The Company repurchased 1.1 million and 7.2 million shares of common stock for $0.6 million and $4.7 million under the stock repurchase program during the three and nine months ended September 30, 2024, respectively. Shares were repurchased at market value, and were retired immediately upon repurchase. The Company did not repurchase any shares during the three and nine months ended September 30, 2023. As of September 30, 2024, approximately $20.3 million remained available under the stock repurchase program.

Warrants

In addition to the Series 2022-A Warrants, the Company has warrants outstanding that were issued in conjunction with a registered direct offering in August 2020 (the “Series 2020-A Warrants”). The Company evaluated the Series 2022-A Warrants and Series 2020-A Warrants for liability or equity classification and determined that equity treatment was appropriate because both the Series 2022-A Warrants and Series 2020-A Warrants do not meet the definition of liability instruments.

The Series 2022-A Warrants and Series 2020-A Warrants are classified as a component of equity because they are freestanding financial instruments that are legally detachable and separately exercisable from the shares of common stock with which they were issued, are immediately exercisable and will expire five years from the date of issuance, 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 and Series 2020-A Warrants do not provide any guarantee of value or return.

The following table sets forth information pertaining to shares issued upon the exercise of warrants:

Shares

Issued upon

Underlying

Shares

Warrant

Warrants

Exercise

Underlying

Exercises as

Outstanding

Price as of

Warrants on

as of

Issuance

Expiration

September 30,

Issuance

September 30,

Date

2024

Date

2024

Series 2020-A Warrants ⁽¹⁾

7/6/2020

7/6/2025

0.60

30,000,000

29,995,867

4,133

Series 2022-A Warrants ⁽¹⁾

6/8/2022

6/7/2027

4.37

33,333,336

—

33,333,336

Total Warrants

63,333,336

29,995,867

33,337,469

(1)	Equity-classified warrants.

During the nine months ended September 30, 2024, 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	81,798	$	49

- Definition

The entire disclosure for equity.

+ References

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+ Details

Leases, Right-of-Use Assets and Related Liabilities - Other Information (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Cash paid for amounts included in the measurement of lease liabilities:
Payment of finance lease liabilities	$ 578	$ 22
Operating cash flows from operating leases	296	236
Finance cash flows from finance leases	128	2
Right-of-use asset obtained in exchange for new finance lease liabilities	2,731	0
Right-of-use asset obtained in exchange for new operating lease liabilities	$ 32	$ 199
Weighted-average remaining lease term, finance lease (months)	39 months	309 months
Weighted-average remaining lease term, operating leases (months)	48 months	65 months
Weighted-average discount rate - finance leases	17.00%	12.00%
Weighted-average discount rate - operating leases	6.00%	6.00%

Intangible Assets - Narrative (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Intangible Assets
Amortization expense	$ 0.3	$ 0.9	$ 0.3	$ 0.9

Shareholders' Equity - Exercise of Warrants (Details) $ in Thousands	9 Months Ended
	Sep. 30, 2024 USD ($) shares
Class of Warrant or Right [Line Items]
Proceeds	$ 49
Series 2020-A Warrants
Class of Warrant or Right [Line Items]
Common Stock Issued (in shares) \| shares	81,798
Proceeds	$ 49

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) $ in Thousands	Common Stock	Paid-In Capital	Accumulated Other Comprehensive Loss	Accumulated Deficit	Total
Beginning balance (in shares) at Dec. 31, 2022	237,166,625
Beginning balance at Dec. 31, 2022	$ 2,372	$ 1,259,527	$ (1,040)	$ (655,382)	$ 605,477
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Non-cash stock-based compensation		12,752			$ 12,752
Stock-based awards and related share issuances, net ( in shares)	3,086,082
Stock-based awards and related share issuances, net	$ 31	(31)
Repurchase of common stock (in Shares)					0
Other comprehensive income			$ 1,040		$ 1,040
Net loss				(47,738)	(47,738)
Ending balance (in shares) at Sep. 30, 2023	240,252,707
Ending balance at Sep. 30, 2023	$ 2,403	1,272,248		(703,120)	571,531
Beginning balance (in shares) at Jun. 30, 2023	237,647,431
Beginning balance at Jun. 30, 2023	$ 2,377	1,268,142		(687,420)	583,099
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Non-cash stock-based compensation		4,132			4,132
Stock-based awards and related share issuances, net ( in shares)	2,605,276
Stock-based awards and related share issuances, net	$ 26	(26)
Net loss				(15,700)	(15,700)
Ending balance (in shares) at Sep. 30, 2023	240,252,707
Ending balance at Sep. 30, 2023	$ 2,403	1,272,248		(703,120)	$ 571,531
Beginning balance (in shares) at Dec. 31, 2023	240,499,833				240,499,833
Beginning balance at Dec. 31, 2023	$ 2,405	1,276,581		(721,597)	$ 557,389
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Non-cash stock-based compensation		12,485			12,485
Stock-based awards and related share issuances, net ( in shares)	6,015,823
Stock-based awards and related share issuances, net	$ 60	481			$ 541
Repurchase of common stock (in Shares)	(7,190,006)				7,200,000
Repurchase of common stock	$ (72)	(4,638)			$ (4,710)
Issuance of common stock upon exercise of warrants (in shares)	81,798
Issuance of common stock upon exercise of warrants	$ 1	48			49
Net loss				(61,033)	$ (61,033)
Ending balance (in shares) at Sep. 30, 2024	239,407,448				239,407,448
Ending balance at Sep. 30, 2024	$ 2,394	1,284,957		(782,630)	$ 504,721
Beginning balance (in shares) at Jun. 30, 2024	240,565,240
Beginning balance at Jun. 30, 2024	$ 2,406	1,281,810		(761,474)	522,742
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Non-cash stock-based compensation		3,786			3,786
Stock-based awards and related share issuances, net ( in shares)	(145,097)
Stock-based awards and related share issuances, net	$ (2)	(52)			$ (54)
Repurchase of common stock (in Shares)	(1,094,493)				1,100,000
Repurchase of common stock	$ (11)	(635)			$ (646)
Issuance of common stock upon exercise of warrants (in shares)	81,798
Issuance of common stock upon exercise of warrants	$ 1	48			49
Net loss				(21,156)	$ (21,156)
Ending balance (in shares) at Sep. 30, 2024	239,407,448				239,407,448
Ending balance at Sep. 30, 2024	$ 2,394	$ 1,284,957		$ (782,630)	$ 504,721

Income Taxes

9 Months Ended

Sep. 30, 2024

Income Taxes

Income Taxes

14.	Income Taxes

The Company has incurred operating losses since inception; therefore, no provision for income taxes was recorded and all related deferred tax assets are fully reserved. We continue to assess the impact of our deferred tax assets as they relate to income taxes. Our effective tax rate from continuing operations was 0% for each of the three and nine months ended September 30, 2024, and 2023. The rate differs from the U.S. Federal statutory tax rate of 21% due to a full valuation allowance.

- Definition

The entire disclosure for income tax.

+ References

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+ Details

Leases, Right-of-Use Assets and Related Liabilities - Future Minimum Payments Under Non-Cancelable (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Operating Leases
2024 (remaining)	$ 112
2025	411
2026	367
2027	335
2028	343
Total	1,568
Less: amounts representing present value discounts	166
Total lease liabilities	1,402
Less: current portion	351	$ 532
Non-current portion	1,051	1,299
Finance Leases
2024 (remaining)	682
2025	1,877
2026	26
2027	27
2028	26
2029 and thereafter	543
Total	3,181
Less: amounts representing present value discounts	695
Total lease liabilities	2,486
Less: current portion	1,873	45
Non-current portion	$ 613	$ 187

Leases, Right-of-Use Assets and Related Liabilities (Tables)

9 Months Ended

Sep. 30, 2024

Leases, Right-of-Use Assets and Related Liabilities

Schedule of Lease, Cost

The following tables present the (i) other quantitative information and (ii) future minimum payments under non-cancelable financing and operating leases as they relate to the Company’s leases (in thousands, except for weighted averages):


	Nine Months Ended September 30,
	2024			2023
Other Information
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from finance leases	$	578		$	22
Operating cash flows from operating leases	$	296		$	236
Finance cash flows from finance leases	$	128		$	2
Right-of-use asset obtained in exchange for new finance lease liabilities	$	2,731		$	—
Right-of-use asset obtained in exchange for new operating lease liabilities	$	32		$	199
Weighted-average remaining lease term, finance lease (months)		39			309
Weighted-average remaining lease term, operating leases (months)		48			65
Weighted-average discount rate - finance leases⁽¹⁾		17	%		12	%
Weighted-average discount rate - operating leases⁽¹⁾		6	%		6	%

(1)

When 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.

Schedule of Operating Lease, Liability, Fiscal Year Maturity


Year Ending December 31,	Operating Leases		Finance Leases
2024 (remaining)	$	112	$	682
2025		411		1,877
2026		367		26
2027		335		27
2028		343		26
2029 and thereafter		—		543
Total		1,568		3,181
Less: amounts representing present value discounts		166		695
Total lease liabilities		1,402		2,486
Less: current portion		351		1,873
Non-current portion	$	1,051	$	613

Schedule of Finance Lease, Liability, Fiscal Year Maturity


Year Ending December 31,	Operating Leases		Finance Leases
2024 (remaining)	$	112	$	682
2025		411		1,877
2026		367		26
2027		335		27
2028		343		26
2029 and thereafter		—		543
Total		1,568		3,181
Less: amounts representing present value discounts		166		695
Total lease liabilities		1,402		2,486
Less: current portion		351		1,873
Non-current portion	$	1,051	$	613

Stock-Based Compensation - Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation	$ 3,786	$ 4,132	$ 12,485	$ 12,752
Equity Classified Awards \| Cost of production
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation	16	25	47	37
Equity Classified Awards \| General and administrative
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation	3,113	4,239	10,772	11,480
Equity Classified Awards \| Other operating expenses
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation	$ 657	$ (132)	$ 1,666	$ 1,235

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
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-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

+ Details

Debt - Narrative (Details) - USD ($)		1 Months Ended		9 Months Ended
Debt - Narrative (Details) - USD ($)	Apr. 30, 2021	Apr. 30, 2021	Apr. 30, 2020	Sep. 30, 2024	Apr. 01, 2024	Dec. 31, 2023	Apr. 15, 2021
Debt Instrument [Line Items]
Proceeds from issuance of long-term debt				$ 68,155,000
Long-term debt				66,955,000		$ 68,118,000
2021 Bonds
Debt Instrument [Line Items]
Aggregate principal amount							$ 68,155,000
Interest rate							1.50%
Effective interest rate (in percent)							1.10%
Debt collateral amount				$ 71,200,000
Debt premium						100,000	$ 800,000
Debt issuance costs						$ 300,000	$ 3,000,000.0
2021 Bonds \| Loans Payable
Debt Instrument [Line Items]
Interest rate				3.90%
Remarketed2021 Bonds
Debt Instrument [Line Items]
Interest rate					3.875%
Effective interest rate (in percent)					1.20%
Debt collateral amount				$ 69,600,000
Debt issuance costs				$ 1,300,000	$ 1,700,000
SBA Loans \| Loans Payable
Debt Instrument [Line Items]
Interest rate				1.00%
Proceeds from issuance of long-term debt			$ 1,000,000.0
Debt instrument, decrease, forgiveness	$ 600,000
Debt Instrument, monthly payment		$ 8,230
SBA Loans \| Loans Payable \| Agri-Energy
Debt Instrument [Line Items]
Interest rate	1.00%	1.00%
Long-term debt	$ 200,000	$ 200,000

Accounts Payable and Accrued Liabilities

9 Months Ended

Sep. 30, 2024

Accounts Payable and Accrued Liabilities

Accounts Payable and Accrued Liabilities

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:


	September 30, 2024		December 31, 2023
Accounts payable	$	1,612	$	2,718
Accrued liabilities		12,095		6,448
Accrued construction in progress		5,600		6,965
Accrued payroll and related benefits		7,089		6,621
Total accounts payable and accrued liabilities	$	26,396	$	22,752

Stock-Based Compensation (Tables)

9 Months Ended

Sep. 30, 2024

Stock-Based Compensation

Schedule of Stock-based Compensation Expense

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


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Cost of production	$	16	$	25	$	47	$	37
General and administrative		3,113		4,239		10,772		11,480
Other operating expenses		657		(132)		1,666		1,235
Total stock-based compensation	$	3,786	$	4,132	$	12,485	$	12,752

Schedule Stock Option Award Activity

Stock option activity under the Company’s stock incentive plans and changes during the nine months ended September 30, 2024, were as follows:


				Weighted-
				Average
		Weighted-		Remaining		Weighted-
		Average		Contractual		Average		Aggregate
	Number of	Exercise		Term		Grant-Date		Intrinsic
	Options	Price ⁽¹⁾		(years)		Fair Value		Value
Options outstanding at December 31, 2023	8,109,123	$	3.51		8.8	$	2.96	$	—
Granted	6,538,646	$	0.70			$	0.62	$	—
Forfeited and expired	(248,977)	$	2.18			$	1.99	$	—
Exercised	—	$	—			$	—	$	—
Options outstanding at September 30, 2024	14,398,792	$	2.26		8.8	$	1.92	$	—
Options vested and expected to vest at September 30, 2024	14,398,792	$	2.26		8.8	$	1.92	$	—

(1)	Exercise price of options outstanding ranges from $0.67 to $876 as of September 30, 2024. The higher end of the range is due to the impact of several reverse stock splits during the years 2015 to 2018.

Schedule of Non-vested Restricted Stock Awards

The Company periodically grants restricted stock awards to employees and directors. The vesting period for restricted stock awards granted may be based upon a service period or based upon the attainment of performance objectives. The Company recognizes stock-based compensation over the vesting period, which for awards that vest based on a service period is generally two to three years.


		Weighted-
		Average
	Number of	Grant-Date
	Shares	Fair Value
Outstanding at December 31, 2023	6,159,341	$	2.30
Granted	5,674,401	$	0.74
Vested and issued	(3,409,285)	$	4.55
Forfeited and expired	(202,677)	$	1.68
Non-vested at September 30, 2024	8,221,780	$	1.08

Debt - Schedule of Long-term Debt (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023	Apr. 15, 2021
Debt Instrument [Line Items]
Total debt	$ 68,208	$ 68,306
Less: unamortized costs	(1,253)	(188)
Total debt	66,955	68,118
Less current portion	(53)	(68,097)
Total non-current debt	$ 66,902	21
2021 Bonds
Debt Instrument [Line Items]
Interest Rate			1.50%
Loans Payable \| 2021 Bonds
Debt Instrument [Line Items]
Interest Rate	3.90%
Total debt	$ 68,155	68,155
Loans Payable \| SBA Loans
Debt Instrument [Line Items]
Interest Rate	1.00%
Total debt	$ 45	119
Loans Payable \| Equipment
Debt Instrument [Line Items]
Total debt	$ 8	$ 32
Loans Payable \| Equipment \| Minimum
Debt Instrument [Line Items]
Interest Rate	4.00%
Loans Payable \| Equipment \| Maximum
Debt Instrument [Line Items]
Interest Rate	5.00%

Inventories

9 Months Ended

Sep. 30, 2024

Inventories

Inventories

7.	Inventories

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


	September 30, 2024		December 31, 2023
Raw materials	$	97	$	104
Finished goods
Biofuels		1,059		1,167
Work in process
Environmental attributes		3,698		2,067
Biofuels		487		—
Spare parts		505		471
Total inventories	$	5,846	$	3,809

Leases, Right-of-Use Assets and Related Liabilities - Narrative (Details)	1 Months Ended
	Aug. 31, 2024	Sep. 30, 2024 contract site
Lessee, Lease, Description [Line Items]
Number of digester sites \| site		3
Number Of Operating Lease		2
Land
Lessee, Lease, Description [Line Items]
Number of finance lease		4
Third-party processing facility
Lessee, Lease, Description [Line Items]
Number of finance lease		1
Third-party processing facility	12 months
Agreement for the leased facility	false
Operating equipment
Lessee, Lease, Description [Line Items]
Number of finance lease		1

Nature of Business, Financial Condition and Basis of Presentation (Policies)	9 Months Ended
	Sep. 30, 2024
Summary of Significant Accounting Policies
Basis of presentation	Basis of presentation. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) along with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include the information and footnotes required by GAAP for complete financial statements. These statements reflect all normal and recurring adjustments which, in the opinion of management, are necessary to present fairly the financial position, results of operations and cash flows of the Company as of, and for the nine months ended, September 30, 2024, and are not necessarily indicative of the results to be expected for the full year. These statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto included under the heading “Financial Statements and Supplementary Data” in Part II, Item 8 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. The financial statements at December 31, 2023, have been derived from the audited financial statements as of that date. For further information, refer to our audited financial statements and notes thereto included for the year ended December 31, 2023 (the “2023 Annual Report”).
Governmental Grants	Governmental Grants There is no U.S. GAAP that explicitly covers accounting for government "grants" to for-profit entities, with the exception of certain agricultural subsidies. In the absence of authoritative U.S. GAAP guidance, the Company considered the application of other authoritative accounting guidance by analogy and concluded that the guidance outlined in International Accounting Standard 20 – Accounting for Government Grants and Disclosures of Government Assistance (“IAS 20”) was the most appropriate analogy for the purpose of recording and classifying the federal funds received by the Company. Under IAS 20, once it is reasonably assured that the entity will comply with the conditions of the grant, the grant money should be recognized on a systematic basis over the periods in which the entity recognizes the related expenses or losses for which the grant money is intended to compensate. The Company recognizes grants once both of the following conditions are met: (1) the Company is able to comply with the relevant conditions of the grant and (2) the grant is received. Further, IAS 20 permits for the recognition in earnings either (1) separately under a general heading such as other income, or (2) as a reduction of the related expenses. The Company records such grants either as a reduction of the related expense, a reduction of the cost of the related asset, or as other income depending upon the nature of the grant. Investment Tax Credit On August 16, 2022, the Inflation Reduction Act (“IRA’) was signed into law. The IRA includes significant extensions, expansions, and enhancements of numerous energy-related tax credits and also creates new credits in multiple categories. The law provides an election to transfer (i.e., sell) certain credits to another taxpayer in an effort to monetize them. The Company might achieve a better economic benefit by selling the credit in situations where sufficient taxable income is not available to use all or a portion of the income tax credit or in which using such credits might take multiple tax years. The scope of Accounting Standards Codification (“ASC”) 740: Income Taxes (“ASC 740”) does not directly address how to account for transferable tax credits, however multiple acceptable views to account for transferable credits exists, including accounting for the entire credit outside of income taxes in the Condensed Consolidated Statements of Operations, analogous treatment to governmental grants under IAS 20. The Company’s capital investment in the RNG project generated a tax credit under Section 48 of the Internal Revenue Code of 1986, as amended (the “IRC”), which provides an energy tax credit for investments in renewable energy property. Our activities in the renewable energy space may continue to generate eligible transferable tax credits in the future that we may seek monetization for. The Company has elected to apply a policy similar to the accounting method described in IAS 20 and recorded the transferable tax credit as a credit against the related asset, thus, reducing the amount of depreciation expense to be recognized over the remaining useful life of the associated asset. On September 18, 2024, we sold approximately $15.3 million in Investment Tax Credits (“ITCs”) to a corporate buyer. This transaction monetized IRA Investment Tax Credits generated from the commercialization of the RNG Project by Gevo NW Iowa RNG, LLC and provided net cash proceeds of approximately $14.0 million to us after transaction fees. As of September 30, 2024, the Company recorded $15.3 million as a reduction to Property, plant, and equipment, net on the Consolidated Balance Sheet, and transaction costs of $1.3 million, included in General and administrative expenses in the Condensed Consolidated Statement of Operations, for net proceeds of $14.0 million related to the monetization of an IRC Code 48 tax credit. USDA Grant In September 2023, we received a grant from the U.S. Department of Agriculture (“USDA”) through its Partnerships for Climate-Smart Commodities grant for Gevo’s Climate-Smart Farm-to-Flight Program (the “USDA Grant”). The USDA Grant was awarded for up to $46.3 million, of which $30.0 million is anticipated being reimbursed to Gevo from the USDA Grant, contingent on Gevo’s spend of up to $43.3 million and other third-party spend of up to $3.0 million. The project expects to create critical structural climate-smart market incentives for corn with a low carbon intensity (“CI”) score as well as to accelerate the production of SAF to reduce dependency on fossil-based fuels. In addition, this program will help provide support and incentive payments for farmers to produce, measure, report and verify low CI corn using climate smart agricultural practices, as well as accelerate development of the low-CI corn supply chain for low-carbon ethanol and SAF. During the three and nine months ended September 30, 2024, the Company incurred $1.1 and $4.6 million, respectively, of costs under the USDA Grant, which are included in Project development costs in the Condensed Consolidated Statement of Operations. During the three and nine months ended September 30, 2024, the Company recognized $1.5 and $3.5 million, respectively, of grant reimbursements, as a reduction to Project development costs in the Condensed Consolidated Statement of Operations, which represent reimbursements for prior period costs. The Company expects to be reimbursed for all remaining costs not yet reimbursed by the USDA under the grant in future periods.
Recently Issued, Not Yet Adopted Accounting Pronouncements	Recently Issued, Not Yet Adopted Accounting Pronouncements Segment Reporting. In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (ASC 280: Segment Reporting (“ASC 280”)): Improvements to Reportable Segment Disclosures (“ASU 2023-07”). ASU 2023-07 would enhance disclosures for significant segment expenses for all public entities required to report segment information in accordance with ASC 280. ASC 280 requires a public entity to report for each reportable segment a measure of segment profit or loss that its chief operating decision maker (“CODM”) uses to assess segment performance and to make decisions about resource allocations. The amendments in ASU 2023-07 improve financial reporting by requiring disclosure of incremental segment information on an annual and interim basis for all public entities to enable investors to develop more useful financial analyses. Currently, ASC 280 requires that a public entity disclose certain information about its reportable segments. For example, a public entity is required to report a measure of segment profit or loss that the CODM uses to assess segment performance and make decisions about allocating resources. ASC 280 also requires other specified segment items and amounts such as depreciation, amortization and depletion expense to be disclosed under certain circumstances. The amendments in ASU 2023-07 do not change or remove those disclosure requirements. The amendments in ASU 2023-07 also do not change how a public entity identifies its operating segments, aggregates those operating segments, or applies the quantitative thresholds to determine its reportable segments. The amendments in ASU 2023-07 are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. A public entity should apply the amendments in ASU 2023-07 retrospectively to all prior periods presented in the financial statements. The Company is currently evaluating the impact that ASU 2023-07 may have on its financial statements and related disclosures when adopted.

Segments

9 Months Ended

Sep. 30, 2024

Segments

Segments

20.

Segments

Operating segments are defined as components of an entity for which discrete financial information is available that is regularly reviewed by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources to an individual segment and in assessing performance. The Company’s Chief Executive Officer is the CODM. The CODM reviews financial information presented on a consolidated basis for the purposes of making operating decisions, allocating resources, and evaluating financial performance. As such, management has determined that the Company has organized its operations and activities into three reportable segments: (i) Gevo segment; (ii) Agri-Energy segment; and (iii) Renewable Natural Gas segment. Transactions between segments are eliminated in consolidation.

Gevo segment. The Gevo segment is responsible for all research and development activities related to the future production of SAF, commercial opportunities for other renewable hydrocarbon products, such as hydrocarbons for gasoline blendstocks and diesel fuel; ingredients for the chemical industry, such as ethylene and butenes; plastics and materials; and other chemicals. The Gevo segment also develops, maintains and protects its intellectual property portfolio, provides corporate oversight services, and is responsible for development and construction of our Net-Zero Projects and other preliminary stage projects.

Agri-Energy segment. The Agri-Energy segment is currently responsible for the operation of the Company’s Luverne Facility.

Renewable Natural Gas segment. The Renewable Natural Gas segment produces pipeline quality methane gas captured from dairy cow manure.


	Three Months Ended September 30, 2024
					Renewable
(in thousands)	Gevo		Agri-Energy		Natural Gas		Consolidated
Revenues	$	13	$	—	$	1,952	$	1,965
Depreciation and amortization	$	(435)	$	(2,387)	$	(672)	$	(3,494)
Loss from operations	$	(18,226)	$	(2,950)	$	(2,832)	$	(24,008)
Interest income	$	3,817	$	—	$	—	$	3,817
Interest expense	$	(227)	$	—	$	(880)	$	(1,107)
Acquisitions of property, plant, and equipment	$	9,068	$	(60)	$	743	$	9,751


	Three Months Ended September 30, 2023
					Renewable
	Gevo		Agri-Energy		Natural Gas		Consolidated
Revenues	$	11	$	—	$	4,517	$	4,528
Depreciation and amortization	$	(455)	$	(2,625)	$	(1,914)	$	(4,994)
Loss from operations	$	(17,382)	$	(3,114)	$	(230)	$	(20,726)
Interest income	$	5,236	$	—	$	—	$	5,236
Interest expense	$	(87)	$	(4)	$	(449)	$	(540)
Acquisitions of patents, plant, property and equipment	$	18,998	$	216	$	1,670	$	20,884


	Nine Months Ended September 30, 2024
					Renewable
	Gevo		Agri-Energy		Natural Gas		Consolidated
Revenues	$	950	$	—	$	10,265	$	11,215
Depreciation and amortization	$	(1,325)	$	(7,550)	$	(3,347)	$	(12,222)
Loss from operations	$	(56,410)	$	(9,505)	$	(5,263)	$	(71,178)
Interest income	$	12,504	$	—	$	—	$	12,504
Interest expense	$	(557)	$	(1)	$	(2,204)	$	(2,762)
Acquisitions of property, plant, and equipment	$	34,219	$	452	$	1,788	$	36,459


	Nine Months Ended September 30, 2023
					Renewable
	Gevo		Agri-Energy		Natural Gas		Consolidated
Revenues	$	1,729	$	—	$	11,097	$	12,826
Depreciation and amortization	$	(1,343)	$	(7,881)	$	(5,099)	$	(14,323)
Loss from operations	$	(47,284)	$	(9,503)	$	(3,711)	$	(60,498)
Interest income	$	13,974	$	—	$	—	$	13,974
Interest expense	$	(260)	$	(12)	$	(1,343)	$	(1,615)
Acquisitions of property, plant, and equipment	$	55,045	$	239	$	6,129	$	61,413


	September 30, 2024
					Renewable
	Gevo		Agri-Energy		Natural Gas		Consolidated
Total assets	$	495,818	$	21,932	$	86,040	$	603,790


	December 31, 2023
					Renewable
	Gevo		Agri-Energy		Natural Gas		Consolidated
Total assets	$	519,994	$	28,818	$	101,510	$	650,322

- Definition

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

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+ Details

Revenues from Contracts with Customers and Other Revenue

9 Months Ended

Sep. 30, 2024

Revenues from Contracts with Customers and Other Revenue

Revenues from Contracts with Customers and Other Revenue

2.	Revenues from Contracts with Customers and Other Revenue

RNG and Environmental Attribute Revenue

The Company’s revenues are primarily comprised of the sale of RNG and related environmental attributes produced at the NW Iowa RNG facility under long-term contracts with customers. Revenue is recognized at a point in time when the Company transfers the product to its customer. The customer obtains control of the product upon RNG delivery into gas pipeline system, whereas the title and control for the environmental attributes are transferred to the customer subsequent to the issuance of such attributes by the relevant regulatory agency. The Company generally has multiple performance obligations in our arrangements with customers. The Company’s performance obligation related to the sales of RNG and related environmental attributes are satisfied at a point in time upon delivery to the customer. Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring its products. There is no variable consideration present in the Company’s performance obligations. Consideration for each transaction is based upon quoted market prices at the time of delivery. All material contracts have payment terms of between one to three months and there are no return or refund rights.

Licensing and Development Revenue

The Company’s licensing and development revenue is related to a joint development agreement with LG Chem, Ltd. ("LG Chem") to develop bio-propylene for renewable chemicals using Gevo’s Ethanol-to-Olefins ("ETO") technology. As the contractually promised intellectual properties (“IP”) are not individually distinct, the Company combined each individual IP noted in the contract into a bundle of IP (“IP Rights”) that is distinct and accounted for all of the IP Rights promised in the contract as a single performance obligation. The IP Rights granted were “functional IP rights” that have significant standalone functionality. The Company’s subsequent activities do not substantively change that functionality and do not significantly affect the utility of the IP to which the licensee has rights. The Company has no further obligation with respect to the grant of IP Rights, including no expressed or implied obligation to maintain or upgrade the technology, or provide future support or services. The earnings process is complete when the licensee obtains control of the IP and revenue is recognized upon the achievement of certain project milestones, when collectability is probable and all other revenue recognition criteria have been met.

The Company realized $1.3 million in Q2 2023 when the first milestone was met under the joint development agreement and received another $0.8 million in Q2 2024 due to the achievement of the second milestone in April 2024.

Other Hydrocarbon Revenue

The Company recorded limited revenues from its development-scale plant, the Luverne Facility during the three and nine months ended September 30, 2024 and 2023. These revenues were promotional in nature and from customer contracts for ethanol sales and related products and hydrocarbon revenues, which included SAF, isooctene, and isooctane. These products were sold mostly on a free-on-board shipping point basis (recognized at a point in time), were independent transactions, did not provide post-sale support or promises to deliver future goods, and were single performance obligations.

The following table displays the Company’s revenue by major source based on product type (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
Major Goods/Service Line	2024		2023		2024		2023
Renewable natural gas	$	173	$	187	$	533	$	457
Environmental attributes		1,780		4,330		9,733		10,640
Licensing and development revenue		—		—		800		1,300
Other hydrocarbon revenue - ethanol, isooctane, IBA		12		11		149		429
Total operating revenue	$	1,965	$	4,528	$	11,215	$	12,826

- Definition

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
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-Section 50
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-URI https://asc.fasb.org/1943274/2147479806/606-10-50-9

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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Business Combinations - Total Purchase Consideration (Details) - Cultivate $ in Thousands	Sep. 25, 2024 USD ($)
Total purchase consideration transferred:
Cash consideration	$ 6,167
Earn-out consideration	730
Total purchase consideration transferred	6,897
Direct acquisition-related expenditures	$ 100

Shareholders' Equity (Tables)

9 Months Ended

Sep. 30, 2024

Stockholders' Equity

Schedule of Warrants

The following table sets forth information pertaining to shares issued upon the exercise of warrants:

Shares

Issued upon

Underlying

Shares

Warrant

Warrants

Exercise

Underlying

Exercises as

Outstanding

Price as of

Warrants on

as of

Issuance

Expiration

September 30,

Issuance

September 30,

Date

2024

Date

2024

Series 2020-A Warrants ⁽¹⁾

7/6/2020

7/6/2025

0.60

30,000,000

29,995,867

4,133

Series 2022-A Warrants ⁽¹⁾

6/8/2022

6/7/2027

4.37

33,333,336

—

33,333,336

Total Warrants

63,333,336

29,995,867

33,337,469

(1)	Equity-classified warrants.

During the nine months ended September 30, 2024, 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	81,798	$	49

Intangible Assets - Estimated Amortization of Identifiable Intangible Assets (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract]
2024 (remaining)	$ 386
2025	1,547
2026	1,547
2027	1,547
2028	1,541
2029 and thereafter	1,980
Total intangible assets	8,548	$ 6,524
Patents
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract]
2024 (remaining)	146
2025	582
2026	582
2027	582
2028	582
2029 and thereafter	49
Total intangible assets	2,523	2,959
Defensive assets
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract]
2024 (remaining)	146
2025	586
2026	586
2027	586
2028	586
2029 and thereafter	635
Total intangible assets	3,125	$ 3,565
Developed technology
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract]
2024 (remaining)	65
2025	260
2026	260
2027	260
2028	260
2029 and thereafter	195
Total intangible assets	1,300
Customer-related intangible
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract]
2024 (remaining)	23
2025	94
2026	94
2027	94
2028	94
2029 and thereafter	1,101
Total intangible assets	1,500
Trade name
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract]
2024 (remaining)	6
2025	25
2026	25
2027	25
2028	19
Total intangible assets	$ 100

Inventories (Tables)

9 Months Ended

Sep. 30, 2024

Inventories

Schedule of Inventories

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


	September 30, 2024		December 31, 2023
Raw materials	$	97	$	104
Finished goods
Biofuels		1,059		1,167
Work in process
Environmental attributes		3,698		2,067
Biofuels		487		—
Spare parts		505		471
Total inventories	$	5,846	$	3,809

Commitment and Contingencies (Tables)

9 Months Ended

Sep. 30, 2024

Commitments and Contingencies Disclosure

Schedule of Estimated Commitments

The estimated commitments as of September 30, 2024, and thereafter are shown below (in thousands):


	December 31,
											2029 and
	2024		2025		2026		2027		2028		thereafter		Total
Fuel Supply Payments	$	809	$	1,702	$	1,718	$	2,060	$	1,753	$	25,968	$	34,010
Zero6 Commitment		9,694		9,235		—		8,350		—		—		27,279
Renewable Energy Credits		33		133		134		133		133		1,511		2,077
Electricity Above Use (Est.)		85		—		—		—		—		—		85
Total	$	10,621	$	11,070	$	1,852	$	10,543	$	1,886	$	27,479	$	63,451

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Pay vs Performance Disclosure
Net Income (Loss)	$ (21,156)	$ (15,700)	$ (61,033)	$ (47,738)

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

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+ Details

Prepaid Expenses and Other Current Assets

9 Months Ended

Sep. 30, 2024

Prepaid Expenses and Other Current Assets

Prepaid Expenses and Other Current Assets

5.	Prepaid Expenses and Other Current Assets

The following table sets forth the components of the Company’s prepaid and other current assets (in thousands) as of:


	September 30, 2024		December 31, 2023
Prepaid insurance	$	872	$	568
Interest receivable		887		1,331
Prepaid feedstock		1,097		1,097
Other current assets		1,803		1,357
Total prepaid expenses and other current assets	$	4,659	$	4,353

Revenues from Contracts with Customers and Other Revenue (Tables)

9 Months Ended

Sep. 30, 2024

Revenues from Contracts with Customers and Other Revenue

Schedule of Disaggregation of Revenue

The following table displays the Company’s revenue by major source based on product type (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
Major Goods/Service Line	2024		2023		2024		2023
Renewable natural gas	$	173	$	187	$	533	$	457
Environmental attributes		1,780		4,330		9,733		10,640
Licensing and development revenue		—		—		800		1,300
Other hydrocarbon revenue - ethanol, isooctane, IBA		12		11		149		429
Total operating revenue	$	1,965	$	4,528	$	11,215	$	12,826

Revenues from Contracts with Customers and Other Revenue - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended				9 Months Ended
	Sep. 30, 2024	Jun. 30, 2024	Sep. 30, 2023	Jun. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Disaggregation of Revenue [Line Items]
Revenue from joint development agreement	$ 1,965		$ 4,528		$ 11,215	$ 12,826
RNG and Environmental Attribute Revenue
Disaggregation of Revenue [Line Items]
Revenue recognized					$ 0
Licensing And Development Revenue
Disaggregation of Revenue [Line Items]
Revenue recognized				$ 1,300
Revenue from joint development agreement		$ 800

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

- Definition

Amount, excluding tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value added and excise.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 41
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-41

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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-Section 50
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-URI https://asc.fasb.org/1943274/2147482964/270-10-50-1

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147482810/280-10-50-32

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-Section 50
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-URI https://asc.fasb.org/1943274/2147482810/280-10-50-32

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-Paragraph 1
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147479806/606-10-50-5

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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-URI https://asc.fasb.org/1943274/2147482810/280-10-50-30

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Section 50
-Paragraph 42
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-URI https://asc.fasb.org/1943274/2147482810/280-10-50-42

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-22

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
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-Section 50
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-4

+ Details

Intangible Assets - Identifiable Intangible Assets (Details) - USD ($) $ in Thousands	9 Months Ended	12 Months Ended
	Sep. 30, 2024	Dec. 31, 2023
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 12,380	$ 9,480
Accumulated Amortization	(3,832)	(2,956)
Total intangible assets	$ 8,548	$ 6,524
Weighted-Average Useful Life (Years)	8 years 10 months 24 days	7 years 10 months 24 days
Patents
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 4,580	$ 4,580
Accumulated Amortization	(2,057)	(1,621)
Total intangible assets	$ 2,523	$ 2,959
Weighted-Average Useful Life (Years)	7 years 4 months 24 days	7 years 4 months 24 days
Defensive assets
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 4,900	$ 4,900
Accumulated Amortization	(1,775)	(1,335)
Total intangible assets	$ 3,125	$ 3,565
Weighted-Average Useful Life (Years)	8 years 4 months 24 days	8 years 4 months 24 days
Developed technology
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 1,300
Total intangible assets	$ 1,300
Weighted-Average Useful Life (Years)	5 years
Customer-related intangible
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 1,500
Total intangible assets	$ 1,500
Weighted-Average Useful Life (Years)	16 years
Trade name
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 100
Total intangible assets	$ 100
Weighted-Average Useful Life (Years)	4 years

Commitments and Contingencies

9 Months Ended

Sep. 30, 2024

Commitments and Contingencies Disclosure

Commitments and Contingencies

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.

State Tax Audit. During 2023, the Company was notified of a pending sales and use tax audit by the South Dakota Department of Revenue for the period covering January 2021 through December 2023. Although the final resolution of the Company’s sales and use tax audit is uncertain, based on current information, in the opinion of the Company’s management, the ultimate disposition of these matters will not have a material adverse effect on the Consolidated Balance Sheets, Statements of Operations, or Liquidity.

Indemnifications. In the ordinary course of its business, the Company makes certain indemnities under which it may be required to make payments in relation to certain transactions. As of September 30, 2024, the Company did not have any liabilities associated with indemnities.

In addition, the Company indemnifies its officers and directors for certain events or occurrences, subject to certain limitations. The duration of these indemnifications, commitments, and guarantees varies and, in certain cases, is indefinite. The maximum amount of potential future indemnification is unlimited; however, the Company has a director and officer insurance policy that may enable it to recover a portion of any future amounts paid. The Company accrues losses for any known contingent liability, including those that may arise from indemnification provisions, when future payment is probable. No such losses have been recorded to date.

Environmental Liabilities. The Company’s operations are subject to environmental laws and regulations adopted by various governmental authorities in the jurisdictions in which it operates. These laws require the Company to investigate and remediate the effects of the release or disposal of materials at its locations. Accordingly, the Company has adopted policies, practices and procedures in the areas of pollution control, occupational health and the production, handling, storage and use of hazardous materials to prevent material environmental or other damage, and to limit the financial liability which could result from such events. Environmental liabilities are recorded when the Company’s liability is probable, and the costs can be reasonably estimated. No environmental liabilities have been recorded as of September 30, 2024.

Fuel Supply Commitment. The Company has three long-term fuel supply contracts to source feedstock for our anaerobic digesters at the NW Iowa RNG project. These contracts provide an annual amount of feedstock to be used in the production of RNG.

Zero6 Commitments. In September 2022, the Company entered into a development agreement with Zero6 to construct and operate a wind project for the provision of electric energy for NZ1. Pursuant to the agreement, the Company has committed to pay Zero6 total development charges of $9.5 million, comprised of advanced development fee payments of $1.2 million and $8.4 million upon completion of the project, in addition to certain reimbursable costs of $1.2 million. The Company is not contractually obligated for the specified development charges until certain milestones are met in future periods, and upon completion of the project. Further, the Company has committed to fund certain discretionary, budgeted costs associated with long lead equipment and engineering services for NZ1, totaling an estimated $18.6 million. The amount is expected to be fully reimbursed upon completion of the project. Gevo has priority liens against the equipment and constructed facilities under the contracts. See Note 19 below for further information.

Additionally, the Company’s investment in Zero6, see Note 10 above, is pledged separately as collateral for two commitments for the purchase of wind electricity for the Luverne Facility, as well as the purchase of 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 September 30, 2024, and thereafter are shown below (in thousands):


	December 31,
											2029 and
	2024		2025		2026		2027		2028		thereafter		Total
Fuel Supply Payments	$	809	$	1,702	$	1,718	$	2,060	$	1,753	$	25,968	$	34,010
Zero6 Commitment		9,694		9,235		—		8,350		—		—		27,279
Renewable Energy Credits		33		133		134		133		133		1,511		2,077
Electricity Above Use (Est.)		85		—		—		—		—		—		85
Total	$	10,621	$	11,070	$	1,852	$	10,543	$	1,886	$	27,479	$	63,451

CONDENSED CONSOLIDATED BALANCE SHEETS (Parentheticals) - $ / shares	Sep. 30, 2024	Dec. 31, 2023
CONDENSED CONSOLIDATED BALANCE SHEETS
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, shares authorized (in shares)	500,000,000	500,000,000
Common stock shares issued (in shares)	239,407,448	240,499,833
Common stock, shares outstanding (in shares)	239,407,448	240,499,833

Restricted Cash (Details) - USD ($) $ in Thousands	1 Months Ended	3 Months Ended		9 Months Ended
Restricted Cash (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Mar. 31, 2024
Restricted Cash and Cash Equivalents Items [Line Items]
Restricted Cash		$ 69,600		$ 69,600
Interest income on restricted cash		900	$ 900	2,700	$ 2,500
2021 Bonds
Restricted Cash and Cash Equivalents Items [Line Items]
Debt collateral amount		71,200		$ 71,200
Bond Letter of Credit
Restricted Cash and Cash Equivalents Items [Line Items]
Line of credit annual fee percentage				0.50%
Letters of credit outstanding		0		$ 0
Power Letter of Credit
Restricted Cash and Cash Equivalents Items [Line Items]
Line of credit annual fee percentage	0.30%
Debt collateral amount	$ 6,600
New bond letter of credit
Restricted Cash and Cash Equivalents Items [Line Items]
New bond letter of credit percentage				0.75%
Collateral as restricted cash		69,600		$ 69,600
Original balance returned to the Company		$ 0		$ 0		$ 300

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
Total operating revenues	$ 1,965	$ 4,528	$ 11,215	$ 12,826
Operating expenses:
Cost of production	2,544	2,480	8,554	8,836
Depreciation and amortization	3,494	4,994	12,222	14,323
Research and development expense	1,113	1,558	4,302	4,716
General and administrative expense	11,679	10,522	35,342	31,891
Project development costs	6,593	4,789	19,648	10,635
Facility idling costs	550	911	2,325	2,923
Total operating expenses	25,973	25,254	82,393	73,324
Loss from operations	(24,008)	(20,726)	(71,178)	(60,498)
Other income (expense)
Interest expense	(1,107)	(540)	(2,762)	(1,615)
Interest and investment income	3,843	5,261	12,579	14,083
Other income, net	116	305	328	292
Total other income, net	2,852	5,026	10,145	12,760
Net loss	$ (21,156)	$ (15,700)	$ (61,033)	$ (47,738)
Net loss per share - basic (in dollars per share)	$ (0.09)	$ (0.07)	$ (0.25)	$ (0.20)
Net loss per share - diluted (in dollars per share)	$ (0.09)	$ (0.07)	$ (0.25)	$ (0.20)
Weighted-average number of common shares outstanding - basic (in shares)	239,445,900	239,537,811	239,767,047	238,100,986
Weighted-average number of common shares outstanding - diluted (in shares)	239,445,900	239,537,811	239,767,047	238,100,986

Nature of Business, Financial Condition and Basis of Presentation (Details) lb in Millions, gal in Millions			3 Months Ended	9 Months Ended
	Sep. 18, 2024 USD ($)	Sep. 10, 2024 USD ($)	Sep. 30, 2024 USD ($) a ft² item lb gal	Sep. 30, 2024 USD ($) a ft² MMBTU item lb gal	Sep. 30, 2023 USD ($)
Nature of Business, Financial Condition and Basis of Presentation [Line Items]
Earnest money deposit				$ 10,000,000
Proceeds from sale of investment tax credit				$ 15,336,000
Government Assistance, Asset, Decrease, Noncurrent, Statement of Financial Position [Extensible Enumeration]				Property, Plant and Equipment, Net
Government Assistance, Operating Expense, Decrease (Increase), Statement of Income or Comprehensive Income [Extensible Enumeration]				General and Administrative Expense
Red Trail Energy Asset Purchase Agreement
Nature of Business, Financial Condition and Basis of Presentation [Line Items]
Purchase price		$ 210,000,000
Earnest money deposit		10,000,000
Purchase price payable for securing post-closing indemnifications Obligations		1,260,000
Purchase price payable for securing purchase price adjustments		$ 5,000,000
Maximum
Nature of Business, Financial Condition and Basis of Presentation [Line Items]
Renewable natural gas facilities, annual expected capacity \| MMBTU				400,000
Minimum
Nature of Business, Financial Condition and Basis of Presentation [Line Items]
Renewable natural gas facilities, annual expected capacity \| MMBTU				355,000
Notice Of Grant And Agreement Award With U.s. Department Of Agriculture For Partnerships For Climate Smart Commodities Gran
Nature of Business, Financial Condition and Basis of Presentation [Line Items]
Project development costs			$ 1,100,000	$ 4,600,000
Amount received from development cost			$ 1,500,000	3,500,000
Grant from US department of agriculture for climate-smart commodities
Nature of Business, Financial Condition and Basis of Presentation [Line Items]
Amount of anticipated being reimbursed to Gevo					$ 30,000,000.0
USDA Grant, contingent on Gevo's spend					43,300,000
Amount of other third-party spend					3,000,000.0
Grant from US department of agriculture for climate-smart commodities \| Maximum
Nature of Business, Financial Condition and Basis of Presentation [Line Items]
USDA Grant, awarded amount					$ 46,300,000
Investment Tax Credit
Nature of Business, Financial Condition and Basis of Presentation [Line Items]
Proceeds from sale of investment tax credit	$ 15,300,000
Proceeds from sale Of investment tax credits, net of transaction fees	$ 14,000,000.0			14,000,000.0
Property, plant, and equipment, net on the consolidated balance sheet				15,300,000
General and administrative expenses in the condensed consolidated statement				$ 1,300,000
Lake Preston, South Dakota \| Sustainable Aviation Fuel (SAF)
Nature of Business, Financial Condition and Basis of Presentation [Line Items]
Project production capacity (in gallon per year) \| gal			60	60
Lake Preston, South Dakota \| Hydrocarbon revenue
Nature of Business, Financial Condition and Basis of Presentation [Line Items]
Project production capacity (in gallon per year) \| gal			65	65
Lake Preston, South Dakota \| High-Value Protein Products
Nature of Business, Financial Condition and Basis of Presentation [Line Items]
Project production capacity (in pound per year) \| lb			1,300	1,300
Lake Preston, South Dakota \| Corn Oil
Nature of Business, Financial Condition and Basis of Presentation [Line Items]
Project production capacity (in pound per year) \| lb			30	30
Luverne, Minnesota \| Land
Nature of Business, Financial Condition and Basis of Presentation [Line Items]
Area of land (in acres) \| a			55	55
Luverne, Minnesota \| Building and Building Improvements
Nature of Business, Financial Condition and Basis of Presentation [Line Items]
Area of real estate property \| ft²			50,000	50,000
Northwest Iowa
Nature of Business, Financial Condition and Basis of Presentation [Line Items]
Number of dairies \| item			3	3

Net loss Per Share (Tables)

9 Months Ended

Sep. 30, 2024

Net loss Per Share

Schedule of Net Loss Per Share

Basic and diluted net loss per share is calculated as follows (net loss in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Net loss	$	(21,156)	$	(15,700)	$	(61,033)	$	(47,738)
Basic weighted-average shares outstanding		239,445,900		239,537,811		239,767,047		238,100,986
Net loss per share - basic and diluted	$	(0.09)	$	(0.07)	$	(0.25)	$	(0.20)

Accounts Payable and Accrued Liabilities (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Accounts Payable and Accrued Liabilities
Accounts payable	$ 1,612	$ 2,718
Accrued liabilities	12,095	6,448
Accrued construction in progress	5,600	6,965
Accrued payroll and related benefits	7,089	6,621
Total accounts payable and accrued liabilities	$ 26,396	$ 22,752

Intangible Assets (Tables)

9 Months Ended

Sep. 30, 2024

Intangible Assets

Schedule of Identifiable Intangible Assets

The following tables set forth the Company’s intangible assets by classification (in thousands) as of:


	September 30, 2024
					Identifiable		Weighted-
	Gross Carrying		Accumulated		Intangible		Average Useful Life
	Amount		Amortization		Assets, net		(Years)
Patents	$	4,580	$	(2,057)	$	2,523	7.4
Defensive assets		4,900		(1,775)		3,125	8.4
Developed technology		1,300		—		1,300	5.0
Customer-related intangible		1,500		—		1,500	16.0
Trade name		100		—		100	4.0
Intangible assets	$	12,380	$	(3,832)	$	8,548	8.9


	December 31, 2023
					Identifiable		Weighted-
	Gross Carrying		Accumulated		Intangible		Average Useful Life
	Amount		Amortization		Assets, Net		(Years)
Patents	$	4,580	$	(1,621)	$	2,959	7.4
Defensive assets		4,900		(1,335)		3,565	8.4
Intangible assets	$	9,480	$	(2,956)	$	6,524	7.9

Schedule of Estimated Amortization of Identifiable Intangible Assets

The following table details the estimated amortization of identifiable intangible assets as of September 30, 2024 (in thousands):


					Developed		Customer-Related
Year Ending December 31,	Patents		Defensive Assets		Technology		Intangible		Trade Name		Total
2024 (remaining)	$	146	$	146	$	65	$	23	$	6	$	386
2025		582		586		260		94		25		1,547
2026		582		586		260		94		25		1,547
2027		582		586		260		94		25		1,547
2028		582		586		260		94		19		1,541
2029 and thereafter		49		635		195		1,101		—		1,980
Total intangible assets	$	2,523	$	3,125	$	1,300	$	1,500	$	100	$	8,548

Stock-Based Compensation - Non-vested Restricted Stock (Details) - Restricted Stock	9 Months Ended
	Sep. 30, 2024 $ / shares shares
Number of Shares
Outstanding , Beginning Balance (in shares) \| shares	6,159,341
Granted (in shares) \| shares	5,674,401
Vested and issued (in shares) \| shares	(3,409,285)
Forfeited and expired (in shares) \| shares	(202,677)
Nonvested, Ending Balance (in shares) \| shares	8,221,780
Weighted-Average Grant-Date Fair Value
Outstanding , Beginning Balance (in dollars per share) \| $ / shares	$ 2.30
Granted (in dollars per share) \| $ / shares	0.74
Vested and issued (in dollars per share) \| $ / shares	4.55
Forfeited and expired (in dollars per share) \| $ / shares	1.68
Nonvested, Ending Balance (in dollars per share) \| $ / shares	$ 1.08

Fair Value Measurements - Financial Instruments, by Fair Value Hierarchy (Details) - Recurring - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and cash equivalents	$ 223,227	$ 298,349
Money market funds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and cash equivalents	213,200	283,200
Quoted Prices in Active Markets for Identical Assets (Level 1)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and cash equivalents	223,227	298,349
Significant Other Observable Inputs (Level 2)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and cash equivalents	0	0
Significant Unobservable Inputs (Level 3)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and cash equivalents	$ 0	$ 0

Net loss Per Share - Basic and Diluted Net Loss per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Net loss Per Share
Net loss	$ (21,156)	$ (15,700)	$ (61,033)	$ (47,738)
Net loss	$ (21,156)	$ (15,700)	$ (61,033)	$ (47,738)
Basic weighted-average shares outstanding (in shares)	239,445,900	239,537,811	239,767,047	238,100,986
Net loss per share - basic (in dollars per share)	$ (0.09)	$ (0.07)	$ (0.25)	$ (0.20)
Net loss per share - diluted (in dollars per share)	$ (0.09)	$ (0.07)	$ (0.25)	$ (0.20)

- Definition

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

+ References

+ Details

- Definition

The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.

+ References

+ Details

- Definition

Amount, after deduction of tax, noncontrolling interests, dividends on preferred stock and participating securities; of income (loss) available to common shareholders.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

- Definition

Amount, after deduction of tax, noncontrolling interests, dividends on preferred stock and participating securities, and addition from assumption of issuance of common shares for dilutive potential common shares; of income (loss) available to common shareholders.

+ References + Details

Cover - shares	9 Months Ended
Cover - shares	Sep. 30, 2024	Nov. 06, 2024
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2024
Document Transition Report	false
Entity File Number	001-35073
Entity Registrant Name	GEVO, INC.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	87-0747704
Entity Address, Address Line One	345 Inverness Drive South
Entity Address, Address Line Two	Building C, Suite 310
Entity Address, City or Town	Englewood
Entity Address, State or Province	CO
Entity Address, Postal Zip Code	80112
City Area Code	303
Local Phone Number	858-8358
Title of 12(b) Security	Common Stock, par value $0.01 per share
Trading Symbol	GEVO
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		239,407,448
Entity Central Index Key	0001392380
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q3
Amendment Flag	false

Stock-Based Compensation

9 Months Ended

Sep. 30, 2024

Stock-Based Compensation

Stock-Based Compensation

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 2010 Plan provides for the grant of non-qualified stock options, incentive stock options, stock appreciation rights, restricted stock awards, restricted stock units and other equity awards to employees and directors of the Company. In May 2023, upon approval of the stockholders at the 2023 Annual Meeting of Stockholders, the 2010 Plan was amended and restated, which increased the number of shares of common stock reserved for issuance under the 2010 Plan to 37,980,074 shares. At September 30, 2024, 1,978,734 shares were available for future issuance under the 2010 Plan.

Stock-based compensation expense. The Company records stock-based compensation expense during the requisite service period for share-based payment awards granted to employees and non-employees.

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


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Cost of production	$	16	$	25	$	47	$	37
General and administrative		3,113		4,239		10,772		11,480
Other operating expenses		657		(132)		1,666		1,235
Total stock-based compensation	$	3,786	$	4,132	$	12,485	$	12,752

Stock option award activity. Stock option activity under the Company’s stock incentive plans and changes during the nine months ended September 30, 2024, were as follows:


				Weighted-
				Average
		Weighted-		Remaining		Weighted-
		Average		Contractual		Average		Aggregate
	Number of	Exercise		Term		Grant-Date		Intrinsic
	Options	Price ⁽¹⁾		(years)		Fair Value		Value
Options outstanding at December 31, 2023	8,109,123	$	3.51		8.8	$	2.96	$	—
Granted	6,538,646	$	0.70			$	0.62	$	—
Forfeited and expired	(248,977)	$	2.18			$	1.99	$	—
Exercised	—	$	—			$	—	$	—
Options outstanding at September 30, 2024	14,398,792	$	2.26		8.8	$	1.92	$	—
Options vested and expected to vest at September 30, 2024	14,398,792	$	2.26		8.8	$	1.92	$	—

(1)	Exercise price of options outstanding ranges from $0.67 to $876 as of September 30, 2024. The higher end of the range is due to the impact of several reverse stock splits during the years 2015 to 2018.

As of September 30, 2024, the total unrecognized compensation expense, net of actual forfeitures and expirations, relating to stock options was $6.7 million, which is expected to be expensed over the remaining weighted-average recognition period of approximately 1.9 years.

Restricted stock. The Company periodically grants restricted stock awards to employees and directors. The vesting period for restricted stock awards granted may be based upon a service period or based upon the attainment of performance objectives. The Company recognizes stock-based compensation over the vesting period, which for awards that vest based on a service period is generally two to three years.

Non-vested restricted stock awards and the changes during the nine months ended September 30, 2024, were as follows:


		Weighted-
		Average
	Number of	Grant-Date
	Shares	Fair Value
Outstanding at December 31, 2023	6,159,341	$	2.30
Granted	5,674,401	$	0.74
Vested and issued	(3,409,285)	$	4.55
Forfeited and expired	(202,677)	$	1.68
Non-vested at September 30, 2024	8,221,780	$	1.08

As of September 30, 2024, the total unrecognized compensation expense, net of actual forfeitures and expirations, relating to restricted stock awards was $7.5 million, which is expected to be recognized over the remaining weighted-average period of approximately 1.9 years.

Income Taxes - Narrative (Details) - USD ($)	3 Months Ended		9 Months Ended
Income Taxes - Narrative (Details) - USD ($)	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Income Taxes
Income Tax Expense (Benefit)			$ 0
Effective tax rate	0.00%	0.00%	0.00%	0.00%
Federal income tax at statutory rate			21.00%

- Definition

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 270
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
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-Publisher FASB
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Intangible Assets

9 Months Ended

Sep. 30, 2024

Intangible Assets

Intangible Assets

9.	Intangible Assets

Identifiable intangible assets consist of acquired patents, which management evaluates to determine whether they (i) support current products, (ii) support planned research and development, or (iii) prevent others from competing with Gevo’s products, and identifiable intangible assets acquired as part of the acquisition of Cultivate Agricultural Intelligence, LLC, see Note 18 Business Combinations for additional information.

The following tables set forth the Company’s intangible assets by classification (in thousands) as of:


	September 30, 2024
					Identifiable		Weighted-
	Gross Carrying		Accumulated		Intangible		Average Useful Life
	Amount		Amortization		Assets, net		(Years)
Patents	$	4,580	$	(2,057)	$	2,523	7.4
Defensive assets		4,900		(1,775)		3,125	8.4
Developed technology		1,300		—		1,300	5.0
Customer-related intangible		1,500		—		1,500	16.0
Trade name		100		—		100	4.0
Intangible assets	$	12,380	$	(3,832)	$	8,548	8.9


	December 31, 2023
					Identifiable		Weighted-
	Gross Carrying		Accumulated		Intangible		Average Useful Life
	Amount		Amortization		Assets, Net		(Years)
Patents	$	4,580	$	(1,621)	$	2,959	7.4
Defensive assets		4,900		(1,335)		3,565	8.4
Intangible assets	$	9,480	$	(2,956)	$	6,524	7.9

The Company recorded amortization expense of $0.3 million and $0.9 million for each of the three and nine months ended September 30, 2024 and 2023, respectively.

The following table details the estimated amortization of identifiable intangible assets as of September 30, 2024 (in thousands):


					Developed		Customer-Related
Year Ending December 31,	Patents		Defensive Assets		Technology		Intangible		Trade Name		Total
2024 (remaining)	$	146	$	146	$	65	$	23	$	6	$	386
2025		582		586		260		94		25		1,547
2026		582		586		260		94		25		1,547
2027		582		586		260		94		25		1,547
2028		582		586		260		94		19		1,541
2029 and thereafter		49		635		195		1,101		—		1,980
Total intangible assets	$	2,523	$	3,125	$	1,300	$	1,500	$	100	$	8,548

Fair Value Measurements

9 Months Ended

Sep. 30, 2024

Fair Value Measurements

Fair Value Measurements

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.

The carrying value and fair value, by fair value hierarchy, of the Company’s financial instruments at September 30, 2024, and December 31, 2023 are as follows (in thousands):

Fair Value Measurements at September 30, 2024

Quoted

Prices in

Active

Significant

Markets for

Other

Significant

Fair Value at

Identical

Observable

Unobservable

September 30,

Assets

Inputs

2024

(Level 1)

(Level 2)

(Level 3)

Cash and cash equivalents ⁽¹⁾

223,227

—

Fair Value Measurements at December 31, 2023

Quoted

Prices in

Active

Significant

Markets for

Other

Significant

Fair Value at

Identical

Observable

Unobservable

December 31,

Assets

Inputs

2023

(Level 1)

(Level 2)

(Level 3)

Cash and cash equivalents ⁽¹⁾

298,349

—

(1)	Cash and cash equivalents includes $213.2 million and $283.2 million invested in U.S. government money market funds as of September 30, 2024 and December 31, 2023, respectively.

The Company had no transfers of assets or liabilities between fair value hierarchy levels between December 31, 2023, and September 30, 2024.

For the Remarketed Bonds, the fair values are estimated using the Black-Derman-Toy interest rate lattice framework. The effective maturity of the Remarketed Bonds was assumed to be April 1, 2026 (two years from issuance) with repayment of 100% of principal on that date. The impact of the Company’s optional redemption feature, effective November 1, 2024, is appropriately captured by the Black-Derman-Toy interest rate lattice. The carrying values and estimated fair values of the Remarketed Bonds as of September 30, 2024, are summarized as follows (in thousands):


	Carrying		Estimated
	Value		Fair Value
Remarketed Bonds	$	68,155	$	68,993

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 107
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482078/820-10-55-107

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 100
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482078/820-10-55-100

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(3)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6A
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2E
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2E

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6A
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6A
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
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-Name Accounting Standards Codification
-Section 50
-Paragraph 6A
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6A
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 940
-SubTopic 820
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478119/940-820-50-1

+ Details

Shareholders' Equity - Shares Issued Upon Exercise of Warrants (Details) - $ / shares	Sep. 30, 2024	Jun. 30, 2022
Class of Warrant or Right [Line Items]
Shares Underlying Warrants Issuance Date (in shares)	63,333,336
Shares Issued upon Warrant Exercises (in shares)	29,995,867
Shares Underlying Warrants Outstanding (in shares)	33,337,469
Series 2020-A Warrants
Class of Warrant or Right [Line Items]
Warrant exercise price (in dollars per share)	$ 0.60
Shares Underlying Warrants Issuance Date (in shares)	30,000,000
Shares Issued upon Warrant Exercises (in shares)	29,995,867
Shares Underlying Warrants Outstanding (in shares)	4,133
Series 2022-A Warrants
Class of Warrant or Right [Line Items]
Warrant exercise price (in dollars per share)	$ 4.37	$ 4.37
Shares Underlying Warrants Issuance Date (in shares)	33,333,336
Shares Issued upon Warrant Exercises (in shares)	0
Shares Underlying Warrants Outstanding (in shares)	33,333,336

Inventories - Components of Inventory Balances (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Inventory [Line Items]
Raw materials	$ 97	$ 104
Spare parts	505	471
Total inventories	5,846	3,809
Environmental Attributes
Inventory [Line Items]
Work in process	3,698	2,067
Biofuels
Inventory [Line Items]
Finished goods	1,059	$ 1,167
Work in process	$ 487

Debt - Future Principal Payments for Long-term Debt (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Debt
2024 (remaining)	$ 24
2025	29
2026	68,155
Total debt	$ 68,208	$ 68,306

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Operating Activities
Net loss	$ (21,156)	$ (15,700)	$ (61,033)	$ (47,738)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation			12,485	12,752
Depreciation and amortization	3,494	4,994	12,222	14,323
Amortization of marketable securities discount				(102)
Other noncash expense			1,847	655
Changes in operating assets and liabilities, net of effects of acquisition:
Accounts receivable			1,417	(1,766)
Inventories			(1,542)	1,137
Prepaid expenses and other current assets, deposits and other assets			(10,750)	(816)
Accounts payable, accrued expenses and non-current liabilities			6,814	427
Net cash used in operating activities			(38,540)	(21,128)
Investing Activities
Acquisitions of property, plant and equipment			(36,459)	(61,413)
Proceeds from sale of investment tax credit			15,336
Payment of earnest money deposit			(10,000)
Acquisition of CultivateAI, net			(6,070)
Proceeds from maturity of marketable securities				168,550
Proceeds from sale of property, plant and equipment				34
Net cash (used in) provided by investing activities			(37,193)	107,171
Financing Activities
Proceeds from issuance of Remarketed Bonds			68,155
Extinguishment of 2021 Bonds			(68,155)
Payment of debt offering costs			(1,665)
Proceeds from the exercise of warrants			49
Payment of loans payable			(89)	(128)
Payment of finance lease liabilities			(578)	(22)
Repurchases of common stock			(4,710)
Net cash used in financing activities			(6,993)	(150)
Net (decrease) increase in cash and cash equivalents			(82,726)	85,893
Cash, cash equivalents and restricted cash at beginning of period			375,597	315,376
Cash, cash equivalents and restricted cash at end of period	292,871	401,269	292,871	401,269
Schedule of cash, cash equivalents and restricted cash
Cash and cash equivalents	223,227	323,510	223,227	323,510
Restricted cash (current)	1,489	77,759	1,489	77,759
Restricted cash (non-current)	68,155		68,155
Total cash, cash equivalents and restricted cash	$ 292,871	$ 401,269	292,871	401,269
Supplemental disclosures of cash and non-cash investing and financing transactions
Cash paid for interest			1,556	1,028
Non-cash purchase of property, plant and equipment			5,600	15,593
Right-of-use asset purchased with financing leases			2,731	0
Right-of-use asset purchased with operating lease			$ 32	$ 199

Fair Value Measurements - Carrying Values and Estimated Fair Values of Debt Instruments (Details) - 2021 Bonds $ in Thousands	Sep. 30, 2024 USD ($)
Carrying Value
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Debt instrument, fair value disclosure	$ 68,155
Estimated Fair Value
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Debt instrument, fair value disclosure	$ 68,993

- Definition

Fair value portion of debt instrument payable, including, but not limited to, notes payable and loans payable.

+ References

Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2E
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2E

Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2

Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (bbb)(2)(i)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2

Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (bbb)(2)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2

Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (bbb)(1)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2

Reference 6: http://www.xbrl.org/2003/role/exampleRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 69B
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481568/470-20-55-69B

Reference 7: http://www.xbrl.org/2003/role/exampleRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 69C
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481568/470-20-55-69C

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1D
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1D

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 825
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 10
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482907/825-10-50-10

+ Details

Revenues from Contracts with Customers and Other Revenue - Disaggregation of Revenue (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Disaggregation of Revenue [Line Items]
Total operating revenue	$ 1,965	$ 4,528	$ 11,215	$ 12,826
Renewable natural gas
Disaggregation of Revenue [Line Items]
Total operating revenue	173	187	533	457
Environmental Attributes
Disaggregation of Revenue [Line Items]
Total operating revenue	1,780	4,330	9,733	10,640
Licensing and development revenue
Disaggregation of Revenue [Line Items]
Total operating revenue			800	1,300
Other hydrocarbon revenue - ethanol, isooctane, IBA
Disaggregation of Revenue [Line Items]
Total operating revenue	$ 12	$ 11	$ 149	$ 429

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

- Definition

Amount, including tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value-added and excise.

+ References

+ Details

Property, Plant, and Equipment - Property, Plant and Equipment by Classification (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Property, Plant and Equipment [Line Items]
Total property, plant and equipment	$ 317,460	$ 297,878
Less: accumulated depreciation and amortization	(97,656)	(86,315)
Property, plant and equipment, net	219,804	211,563
Land
Property, Plant and Equipment [Line Items]
Total property, plant and equipment	6,588	6,505
Third-party processing facility
Property, Plant and Equipment [Line Items]
Total property, plant and equipment	74,573	77,329
Machinery and equipment
Property, Plant and Equipment [Line Items]
Total property, plant and equipment	83,998	95,212
Furniture and office equipment
Property, Plant and Equipment [Line Items]
Total property, plant and equipment	2,764	2,864
Software
Property, Plant and Equipment [Line Items]
Total property, plant and equipment	1,701	1,636
Construction in progress
Property, Plant and Equipment [Line Items]
Total property, plant and equipment	$ 147,836	$ 114,332

Business Combinations (Tables)

9 Months Ended

Sep. 30, 2024

Business Combinations

Schedule of total purchase consideration transferred

The following table displays the total purchase consideration transferred in the Cultivate Acquisition (in thousands):


	Amount
Cash consideration	$	6,167
Earn-out consideration		730
Total purchase consideration transferred	$	6,897

Schedule of fair values of the assets acquired and liabilities assumed in connection with the Cultivate Acquisition

The following table sets forth the fair values of the assets acquired and liabilities assumed in connection with the Cultivate Acquisition (in thousands):


	Cultivate
	Acquisition Date
	Fair Value
Current assets	$	302
Property, plant and equipment		21
Intangible assets		2,900
Goodwill		3,742
Other assets		18
Total assets acquired		6,983
Current liabilities		86
Total liabilities assumed		86
Total assets acquired and liabilities assumed	$	6,897

Schedule of intangible assets acquired

The following table sets forth the intangible assets acquired in the Cultivate Acquisition (in thousands):


	Cultivate		Estimated
	Acquisition Date		Life
	Fair Value		(Years)
Developed technology	$	1,300	5
Customer-related intangible		1,500	16
Trade names		100	4
Total intangible assets	$	2,900

Property, Plant, and Equipment (Tables)

9 Months Ended

Sep. 30, 2024

Property, Plant, and Equipment

Schedule of Property, Plant and Equipment

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


	September 30, 2024		December 31, 2023
Land	$	6,588	$	6,505
Plant facilities and infrastructure		74,573		77,329
Machinery and equipment		83,998		95,212
Furniture and office equipment		2,764		2,864
Software		1,701		1,636
Construction in progress		147,836		114,332
Total property, plant and equipment		317,460		297,878
Less: accumulated depreciation and amortization		(97,656)		(86,315)
Property, plant and equipment, net	$	219,804	$	211,563

Prepaid Expenses and Other Current Assets (Tables)

9 Months Ended

Sep. 30, 2024

Prepaid Expenses and Other Current Assets

Schedule of prepaid expenses and other current assets

The following table sets forth the components of the Company’s prepaid and other current assets (in thousands) as of:


	September 30, 2024		December 31, 2023
Prepaid insurance	$	872	$	568
Interest receivable		887		1,331
Prepaid feedstock		1,097		1,097
Other current assets		1,803		1,357
Total prepaid expenses and other current assets	$	4,659	$	4,353

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Current assets
Cash and cash equivalents	$ 223,227	$ 298,349
Restricted cash	1,489	77,248
Trade accounts receivable, net	1,411	2,623
Inventories	5,846	3,809
Prepaid expenses and other current assets	4,659	4,353
Total current assets	236,632	386,382
Property, plant and equipment, net	219,804	211,563
Restricted cash	68,155
Operating right-of-use assets	1,149	1,324
Finance right-of-use assets	2,236	210
Intangible assets, net	8,548	6,524
Goodwill	3,742
Deposits and other assets	63,524	44,319
Total assets	603,790	650,322
Current liabilities
Accounts payable and accrued liabilities	26,396	22,752
Operating lease liabilities	351	532
Finance lease liabilities	1,873	45
Loans payable	53	130
2021 Bonds payable, net		67,967
Total current liabilities	28,673	91,426
Remarketed Bonds payable, net	66,902
Loans payable		21
Operating lease liabilities	1,051	1,299
Finance lease liabilities	613	187
Other long-term liabilities	1,830
Total liabilities	99,069	92,933
Stockholders' Equity
Common stock, $0.01 par value per share; 500,000,000 shares authorized; 239,407,448 and 240,499,833 shares issued and outstanding at September 30, 2024, and December 31, 2023, respectively.	2,394	2,405
Additional paid-in capital	1,284,957	1,276,581
Accumulated deficit	(782,630)	(721,597)
Total stockholders' equity	504,721	557,389
Total liabilities and stockholders' equity	$ 603,790	$ 650,322

Fair Value Measurements (Tables)

9 Months Ended

Sep. 30, 2024

Fair Value Measurements

Schedule of Financial Instruments, by Fair Value Hierarchy

The carrying value and fair value, by fair value hierarchy, of the Company’s financial instruments at September 30, 2024, and December 31, 2023 are as follows (in thousands):

Fair Value Measurements at September 30, 2024

Quoted

Prices in

Active

Significant

Markets for

Other

Significant

Fair Value at

Identical

Observable

Unobservable

September 30,

Assets

Inputs

2024

(Level 1)

(Level 2)

(Level 3)

Cash and cash equivalents ⁽¹⁾

223,227

—

Fair Value Measurements at December 31, 2023

Quoted

Prices in

Active

Significant

Markets for

Other

Significant

Fair Value at

Identical

Observable

Unobservable

December 31,

Assets

Inputs

2023

(Level 1)

(Level 2)

(Level 3)

Cash and cash equivalents ⁽¹⁾

298,349

—

(1)	Cash and cash equivalents includes $213.2 million and $283.2 million invested in U.S. government money market funds as of September 30, 2024 and December 31, 2023, respectively.

Schedule of Carrying Values and Estimated Fair Values of Debt Instruments

The carrying values and estimated fair values of the Remarketed Bonds as of September 30, 2024, are summarized as follows (in thousands):


	Carrying		Estimated
	Value		Fair Value
Remarketed Bonds	$	68,155	$	68,993

Deposits and Other Assets (Tables)

9 Months Ended

Sep. 30, 2024

Deposits and Other Assets

Schedule of Deposits and Other Assets

The following table sets forth the components of the Company’s deposits and other assets (in thousands) as of:


	September 30, 2024		December 31, 2023
Deposits⁽¹⁾	$	185	$	166
Prepaid feedstock ⁽²⁾		1,990		440
Equity interest ⁽³⁾		1,500		1,500
Exclusivity fees⁽⁴⁾		—		583
Deposits receivable ⁽⁵⁾		41,688		33,602
Earnest money deposit ⁽⁶⁾		10,000		—
Other assets, net ⁽⁷⁾		8,161		8,028
Total deposits and other assets	$	63,524	$	44,319

(1)	Deposits for services.

(2)	Prepaid feedstock fees, non-current, for the production of RNG.

(3)

The Company directly holds a 3.6% interest in the Series A Preferred Stock of Zero6 Clean Energy Assets, Inc. (“Zero6”), formerly Juhl Clean Energy Assets, Inc., which is not a publicly listed entity with a readily determinable fair value. The Company therefore measures the securities at cost. Recent observable equity raises indicated no impairment issues. This ownership interest is also pledged as collateral against two future obligations to Rock County Wind Fuel, LLC (“RCWF”), a Zero6 subsidiary, see Note 15, Commitments and Contingencies, for additional information.

(4)	Axens will provide certain alcohol-to-SAF technologies and services exclusively provided to the Company which may be offset against future license fees subject to the delivery of a process design package.

(5)

Deposits provided to a developer of certain wind-farm projects and power utility contractor to induce to design and construct the power generation, transmission and distribution facilities that will serve NZ1, $5.5 million of which will be either reimbursed or used as an investment into the wind generation facility, with the remaining $36.2 million expected to be fully reimbursed upon completion of the project. Gevo has contractual priority liens against the equipment and constructed facilities under the contracts.

(6)	Earnest money deposited in connection with the announced Red Trail Purchase Agreement, see Note 1, Nature of Business, Financial Condition and Basis of Presentation for additional information.

(7)	Primarily comprised of pre-operation payments for sand separation systems to process manure feedstock which were allocated to the non-lease fuel supply, being amortized over the life of the project.

Business Combinations - General (Details) - Cultivate $ in Thousands	Sep. 25, 2024 USD ($)
Business Combinations
Total purchase consideration transferred	$ 6,897
Cash consideration	6,167
Earn-out contingent consideration	730
Earn-out liability's fair value	$ 700
Business Combination, Contingent Consideration, Liability, Fair Value by Fair Value Hierarchy Level [Extensible Enumeration]	Significant Unobservable Inputs (Level 3)
Maximum
Business Combinations
Earn-out liability's fair value	$ 2,000

Stock-Based Compensation - Narrative (Details) - USD ($) $ in Millions	9 Months Ended
	Sep. 30, 2024	May 31, 2023
Employee Stock Option
Schedule of Equity Incentive Plans [Line Items]
Total unrecognized compensation expense, net of estimated forfeitures, relating to stock options	$ 6.7
Share-based payment arrangement, nonvested award, cost not yet recognized, period for recognition	1 year 10 months 24 days
Restricted Stock
Schedule of Equity Incentive Plans [Line Items]
Share-based payment arrangement, nonvested award, cost not yet recognized, period for recognition	1 year 10 months 24 days
Total unrecognized compensation expense, net of estimated forfeitures, relating to restricted stock awards	$ 7.5
2010 Plan
Schedule of Equity Incentive Plans [Line Items]
Number of shares of common stock reserved for issuance (in shares)		37,980,074
Number of shares available for awards (in shares)	1,978,734

Segments (Tables)

9 Months Ended

Sep. 30, 2024

Segments

Schedule of Segment Reporting Information, by Segment


	Three Months Ended September 30, 2024
					Renewable
(in thousands)	Gevo		Agri-Energy		Natural Gas		Consolidated
Revenues	$	13	$	—	$	1,952	$	1,965
Depreciation and amortization	$	(435)	$	(2,387)	$	(672)	$	(3,494)
Loss from operations	$	(18,226)	$	(2,950)	$	(2,832)	$	(24,008)
Interest income	$	3,817	$	—	$	—	$	3,817
Interest expense	$	(227)	$	—	$	(880)	$	(1,107)
Acquisitions of property, plant, and equipment	$	9,068	$	(60)	$	743	$	9,751


	Three Months Ended September 30, 2023
					Renewable
	Gevo		Agri-Energy		Natural Gas		Consolidated
Revenues	$	11	$	—	$	4,517	$	4,528
Depreciation and amortization	$	(455)	$	(2,625)	$	(1,914)	$	(4,994)
Loss from operations	$	(17,382)	$	(3,114)	$	(230)	$	(20,726)
Interest income	$	5,236	$	—	$	—	$	5,236
Interest expense	$	(87)	$	(4)	$	(449)	$	(540)
Acquisitions of patents, plant, property and equipment	$	18,998	$	216	$	1,670	$	20,884


	Nine Months Ended September 30, 2024
					Renewable
	Gevo		Agri-Energy		Natural Gas		Consolidated
Revenues	$	950	$	—	$	10,265	$	11,215
Depreciation and amortization	$	(1,325)	$	(7,550)	$	(3,347)	$	(12,222)
Loss from operations	$	(56,410)	$	(9,505)	$	(5,263)	$	(71,178)
Interest income	$	12,504	$	—	$	—	$	12,504
Interest expense	$	(557)	$	(1)	$	(2,204)	$	(2,762)
Acquisitions of property, plant, and equipment	$	34,219	$	452	$	1,788	$	36,459


	Nine Months Ended September 30, 2023
					Renewable
	Gevo		Agri-Energy		Natural Gas		Consolidated
Revenues	$	1,729	$	—	$	11,097	$	12,826
Depreciation and amortization	$	(1,343)	$	(7,881)	$	(5,099)	$	(14,323)
Loss from operations	$	(47,284)	$	(9,503)	$	(3,711)	$	(60,498)
Interest income	$	13,974	$	—	$	—	$	13,974
Interest expense	$	(260)	$	(12)	$	(1,343)	$	(1,615)
Acquisitions of property, plant, and equipment	$	55,045	$	239	$	6,129	$	61,413


	September 30, 2024
					Renewable
	Gevo		Agri-Energy		Natural Gas		Consolidated
Total assets	$	495,818	$	21,932	$	86,040	$	603,790


	December 31, 2023
					Renewable
	Gevo		Agri-Energy		Natural Gas		Consolidated
Total assets	$	519,994	$	28,818	$	101,510	$	650,322

Leases, Right-of-Use Assets and Related Liabilities

9 Months Ended

Sep. 30, 2024

Leases, Right-of-Use Assets and Related Liabilities

Leases, Right-of-Use Assets and Related Liabilities

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

The Company is party to an operating lease for the Company’s office and research facility in Englewood, Colorado, which expires in January 2029, and two operating leases for additional office space in Albuquerque, New Mexico, and San Diego, California, which expire in 2025. The Company’s office facility lease contains an option to extend the lease, which management does not reasonably expect to exercise, so they are not included in the length of the terms. The additional office space leases do not contain options to extend.

The Company has four finance leases for land, one for a processing facility, and one for a piece of operating equipment. The land leases are for NW Iowa RNG. The Company leases land from dairy farmers on which it has built three anaerobic digesters, and a gas upgrade facility to condition raw biogas from cow manure provided by the farmers. These leases expire at various dates between 2031 and 2050. The Company accounts for lease components separately from non-lease components for the Company’s dairy lease asset class. The total consideration in the lease agreement is allocated to the lease and non-lease components based on their relative standalone selling prices. These leases contain options to extend the leases, which management reasonably expects to exercise, and so are included in the length of the terms. The lease of operating equipment is to be used at NW Iowa RNG, and expires in 2025. The lease does not contain an option to extend, and contains a purchase option upon termination that the Company expects to exercise.

In August 2024, the Company entered into an amendment that extended the term of an existing agreement to use a third-party processing facility beyond the previous 12 month term, which resulted in the agreement being recorded as a lease. The agreement for the leased facility expires in 2025, with no option to extend the lease term. Lease amortization for the third-party processing facility was recorded as a component of Project development costs on the Condensed Consolidated Statement of Operations prior to the signing of a customer offtake agreement in August 2024, and after which it is included as a component of work-in-progress inventory, to be expended as a component of Cost of production as sales are made in future periods.


	Nine Months Ended September 30,
	2024			2023
Other Information
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from finance leases	$	578		$	22
Operating cash flows from operating leases	$	296		$	236
Finance cash flows from finance leases	$	128		$	2
Right-of-use asset obtained in exchange for new finance lease liabilities	$	2,731		$	—
Right-of-use asset obtained in exchange for new operating lease liabilities	$	32		$	199
Weighted-average remaining lease term, finance lease (months)		39			309
Weighted-average remaining lease term, operating leases (months)		48			65
Weighted-average discount rate - finance leases⁽¹⁾		17	%		12	%
Weighted-average discount rate - operating leases⁽¹⁾		6	%		6	%

(1)


Year Ending December 31,	Operating Leases		Finance Leases
2024 (remaining)	$	112	$	682
2025		411		1,877
2026		367		26
2027		335		27
2028		343		26
2029 and thereafter		—		543
Total		1,568		3,181
Less: amounts representing present value discounts		166		695
Total lease liabilities		1,402		2,486
Less: current portion		351		1,873
Non-current portion	$	1,051	$	613

Variable Interest Entities (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2024	Dec. 31, 2023
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Gain or loss recognized as a result deconsolidation	$ 0
Deposits receivable	41,688	$ 33,602
Variable Interest Entity, Primary Beneficiary
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Deposits receivable	$ 40,800

Business Combinations - Intangible Assets Acquired (Details) - USD ($) $ in Thousands		9 Months Ended	12 Months Ended
	Sep. 25, 2024	Sep. 30, 2024	Dec. 31, 2023
Business Combinations
Estimated Life (Years)		8 years 10 months 24 days	7 years 10 months 24 days
Developed technology
Business Combinations
Estimated Life (Years)		5 years
Customer-related intangible
Business Combinations
Estimated Life (Years)		16 years
Trade names
Business Combinations
Estimated Life (Years)		4 years
Cultivate
Business Combinations
Cultivate Acquisition Date Fair Value	$ 2,900
Cultivate \| Developed technology
Business Combinations
Cultivate Acquisition Date Fair Value	$ 1,300
Estimated Life (Years)	5 years
Cultivate \| Customer-related intangible
Business Combinations
Cultivate Acquisition Date Fair Value	$ 1,500
Estimated Life (Years)	16 years
Cultivate \| Trade names
Business Combinations
Cultivate Acquisition Date Fair Value	$ 100
Estimated Life (Years)	4 years

Prepaid and Other Current Assets (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Prepaid Expenses and Other Current Assets
Prepaid insurance	$ 872	$ 568
Interest receivable	887	1,331
Prepaid feedstock	1,097	1,097
Other current assets	1,803	1,357
Total prepaid expenses and other current assets	$ 4,659	$ 4,353

Property, Plant, and Equipment - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Property, Plant and Equipment [Line Items]
Depreciation expense	$ 3,100	$ 5,200	$ 11,000	$ 13,300
Depreciation expense recorded into inventory	1,200	1,100	3,700	3,000
Depreciation Expense From Sale Of Inventory	600	$ 1,600	3,200	$ 4,600
Total property, plant and equipment	317,460		317,460		$ 297,878
Construction in progress
Property, Plant and Equipment [Line Items]
Total property, plant and equipment	147,836		147,836		114,332
Construction in progress \| Gevo
Property, Plant and Equipment [Line Items]
Total property, plant and equipment	131,000		131,000		98,200
Construction in progress \| Agri-Energy
Property, Plant and Equipment [Line Items]
Total property, plant and equipment	16,000		16,000		15,500
Construction in progress \| NW Lowa RNG
Property, Plant and Equipment [Line Items]
Total property, plant and equipment	$ 800		$ 800		$ 600

Variable Interest Entities

9 Months Ended

Sep. 30, 2024

Variable Interest Entities

Variable Interest Entities

19.	Variable Interest Entities

The Company has entered into agreements with Zero6 Energy Development, Inc. (“ZEDI”) to facilitate the development and construction of facilities to provide carbon neutral power to NZ1. ZEDI established two wholly owned subsidiaries, structured as limited liability companies, to operate the power facilities.

Nonconsolidated VIEs

During September 2022 and February 2023, the Company entered into agreements with ZEDI, a national clean energy expert that provides expertise in capital management, development, engineering, and asset management, to develop and construct facilities to provide carbon neutral power to NZ1 via the Net-Zero Project LLCs (the “Project LLCs”). In December 2023 the agreements with ZEDI related to the two Project LLCs were amended to remove certain kickout rights that previously existed.

Each Project LLC is currently funded via advances for certain long lead equipment items from Gevo. The Company has made certain refundable project advances indirectly to the Project LLCs via ZEDI, to induce ZEDI to design and construct the power generation, transmission and distribution facilities that will serve NZ1.

Each Project LLC is a VIE, and the Company holds an implicit variable interest in each Project LLC. As of December 2023, we have concluded that the removal of the kickout rights from the agreements has resulted in a loss of control and that, therefore, the Company is no longer the primary beneficiary of the Project LLCs. The Project LLCs are a VIE because their equity is insufficient to maintain its on-going collateral requirements without additional financial support from the Company.

There was no gain or loss recognized as a result of the deconsolidation of the Project LLCs. We have recognized $40.8 million in Deposits and other assets related to advances made to the Project LLCs which are reimbursable upon the achievement or failure to achieve certain milestones. Such amounts represent our maximum exposure to loss as a result of our involvement with the Project LLCs.

Accounts Payable and Accrued Liabilities (Tables)

9 Months Ended

Sep. 30, 2024

Accounts Payable and Accrued Liabilities

Schedule of 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:


	September 30, 2024		December 31, 2023
Accounts payable	$	1,612	$	2,718
Accrued liabilities		12,095		6,448
Accrued construction in progress		5,600		6,965
Accrued payroll and related benefits		7,089		6,621
Total accounts payable and accrued liabilities	$	26,396	$	22,752

Debt (Tables)

9 Months Ended

Sep. 30, 2024

Debt

Schedule of Long-term Debt

The summary of the Company’s long-term debt is as follows (in thousands) as of:



	Interest Rate	Maturity Date	September 30, 2024		December 31, 2023
Remarketed Bonds, net	3.9%	April 2042	$	68,155	$	68,155
SBA Loans	1.0%	April 2025		45		119
Equipment	4% to 5%	December 2024		8		32
Total debt				68,208		68,306
Less: unamortized costs				(1,253)		(188)
Total debt, net			$	66,955	$	68,118
Less: current portion				(53)		(68,097)
Total non-current debt			$	66,902	$	21

Schedule of Future Payments for Long-term Debt

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


Year Ending December 31,	Total Debt
2024 (remaining)	$	24
2025		29
2026		68,155
Total debt	$	68,208

- Definition

Tabular disclosure of long-debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the entity, if longer.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(22))
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-Publisher FASB
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Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 470
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-Name Accounting Standards Codification
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Reference 3: http://www.xbrl.org/2003/role/exampleRef
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-URI https://asc.fasb.org/1943274/2147481568/470-20-55-69E

Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 235
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-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.12-04(a))
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-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-3

Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef
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-Name Accounting Standards Codification
-Section 45
-Paragraph 2
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-URI https://asc.fasb.org/1943274/2147482925/835-30-45-2

Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef
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-URI https://asc.fasb.org/1943274/2147481112/505-10-50-3

Reference 7: http://fasb.org/us-gaap/role/ref/legacyRef
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-URI https://asc.fasb.org/1943274/2147477734/942-470-50-3

Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
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-URI https://asc.fasb.org/1943274/2147481112/505-10-50-7

+ Details

Nature of Business, Financial Condition and Basis of Presentation

9 Months Ended

Sep. 30, 2024

Variable Interest Entities

Nature of Business, Financial Condition and Basis of Presentation

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

Nature of business.

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

The Company is focused on transforming renewable energy into energy-dense liquid drop-in hydrocarbons that can be used as renewable fuels, such as sustainable aviation fuel (“SAF”) and other fuels and chemicals, with the potential to achieve a “net-zero” GHG, or even carbon negative footprint measured by the Argonne National Laboratory’s GREET (Greenhouse gases, Regulated Emissions, and Energy use in Transportation) model (the “GREET Model”) to measure, predict and verify GHG emissions across the life-cycle. Our “net-zero” concept means production of drop-in hydrocarbon fuels by using sustainably grown feedstocks (e.g., low till, no-till and dry corn cultivation) and renewable and substantially decarbonized energy sources, resulting in an expected net-zero carbon footprint from the full life cycle of the fuel measured from the capture of renewable carbon through the burning of the fuel.

Gevo’s primary market focus, given current demand and growing customer interest, is SAF. The Company believes that SAF from carbohydrates to alcohol is the most economically viable approach for carbon abatement. The Company also has commercial opportunities for other renewable hydrocarbon products, such as (i) renewable natural gas, also known as biogas (“RNG”), (ii) hydrocarbons for gasoline blendstocks and diesel fuel, and (iii) plastics, materials and other chemicals. We are engaged in technology, process and intellectual property development targeted to large scale deployment of net-zero hydrocarbon fuels and chemicals. We are developing the marketplace and customers for SAF and other related products. We also are engaged as a developer and enabler/licensor for large scale commercial production, and we expect to be a co-investor on certain projects. Gevo’s business model is that of a developer of projects, licensor, process technology developer, and operator of certain assets in the future.

Net-Zero Projects

In early 2021, we announced our proprietary “Net-Zero Projects” that we are developing and engineering as a series of planned facilities to produce energy dense liquid hydrocarbons using renewable energy and our proprietary technology. Our Net-Zero Projects will convert renewable energy (e.g., photosynthetic, wind, and RNG) from a variety of sources into energy dense liquid hydrocarbons that, when burned in traditional engines, has the potential to achieve net-zero GHG emissions across the whole lifecycle of the liquid fuel: from the way carbon is captured from the atmosphere, processed to make liquid fuel products, and burned as a fuel for planes, cars, trucks, and ships. Gevo owns our Net-Zero plant designs and the overall Gevo Net-Zero process (i.e., the process to enable carbon-negative olefins, and hydrocarbon fuels with an anticipated net-zero or better carbon footprint measured across the lifecycle of the whole processes). The proprietary Gevo Net-Zero processes and plant designs are based upon the conversion of carbohydrates to alcohols, followed by the conversion of the alcohols to olefins (i.e., building blocks for chemicals, plastics, and fuels), and then the conversion of the olefins into fuels, all optimized and integrated to achieve a net-zero carbon footprint. Our partners in developing and executing the Net Zero projects have included Fluid Quip Technologies, LLC, PRAJ Industries Limited (“PRAJ”), Zero6 Clean Energy Assets, Inc. (“Zero6”), McDermott International Ltd., and Fagen, Inc. Gevo owns the overall proprietary plant designs, engineering details, integration technologies, and has filed patents on several process improvements.

Our initial Net-Zero Project, Net-Zero 1 (“NZ1”), is expected to be located in Lake Preston, South Dakota, and is being currently designed to produce approximately 65 million gallons per year (“MGPY”) of total hydrocarbon volumes, including 60 MGPY of SAF. Along with the hydrocarbons, NZ1 is being currently designed to produce approximately 1.3 billion pounds per year of high-value protein products for use in the food chain and approximately 30 million pounds per year of corn oil. Our products will be produced in three steps: the first step is milling the corn and the production of protein, oil, and carbohydrates, the second step produces alcohols using fermentation and the third step is the conversion of the alcohols into hydrocarbons.

We are also developing other commercial production projects for SAF at other locations in the United States where we expect to use our Net-Zero plant designs based on work done for NZ1 at Lake Preston. Gevo expects to play the role of project developer, plant designer, technology licensor, and investor, based on traditional developer business models where the developer gets a partial ownership stake for developing the project. We may also co-invest in projects to increase our equity ownership in those projects.

Renewable Natural Gas Facilities

Gevo’s RNG facilities in Northwest Iowa (“NW Iowa RNG”), recorded in the Renewable Natural Gas segment, produce RNG captured from dairy cow manure supplied by three local dairies. Animal manure can be digested anaerobically to produce biogas, which is then upgraded to pipeline quality gas referred to as RNG. The annual expected capacity for this project was 355,000, but has since been expanded to 400,000 million British thermal units (“MMBtu”). We sell our RNG to the California market through an agreement with BP Canada Energy Marketing Corp. and BP Products North America Inc. (collectively, “BP”). In addition, we generate and sell Low Carbon Fuel Standard (“LCFS”) credits as well as D3 Renewable Identification Numbers (“RINs”) through the production of RNG (collectively, “environmental attributes”).

Luverne Facility

Gevo’s development plant in Luverne, Minnesota (the “Luverne Facility”), recorded in the Agri-Energy segment, is currently being used for market development and customer education, but is not currently operating as a production plant. 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. Gevo may use the Luverne Facility in the future to prove our processes, process concepts, unit operations and for other purposes to optimize feedstocks and the processes used for producing hydrocarbons from alcohols.

Red Trail Energy Asset Purchase Agreement

On September 10, 2024, the Company and its wholly owned subsidiaries Richardton CCS, LLC (“R-CCS”), and Net-Zero Richardton, LLC (together with the Company and R-CCS, the “Buyers”) entered into an Asset Purchase Agreement (the “Red Trail Purchase Agreement”) with Red Trail Energy, LLC (“Seller”). Pursuant to the Red Trail Purchase Agreement, and subject to the terms and conditions thereof, Buyers will acquire substantially all of the assets, and assume certain liabilities, of Seller on the terms set forth therein (the “Transaction”). The purchase price is $210,000,000, subject to customary adjustments, including a working capital adjustment (the “Purchase Price”). It is expected that the Purchase Price will be funded by a mixture of Company cash on hand and additional debt financing to be obtained prior to closing. The Transaction is expected to close in the first quarter of 2025, subject to (i) the approval of the Transaction by holders of a majority of the Seller’s outstanding Class A Membership Units, (ii) regulatory approvals under the Hart-Scott-Rodino Antitrust Improvements Act, (iii) the procurement of debt financing by the Buyers on terms satisfactory to the Buyers and (iv) other closing conditions.

In connection with the Red Trail Purchase Agreement, the Company and Seller entered into an escrow agreement pursuant to which the Company (i) has deposited $10,000,000 in earnest money, see Note 10, Deposits and Other Assets, which will be applied against the Purchase Price, (ii) will deposit $1,260,000 of the Purchase Price at closing for the purposes of securing the post-closing indemnification obligations of Seller, and (iii) will deposit $5,000,000 of the Purchase Price at closing for purposes of securing any Purchase Price adjustments. In addition, Buyers have obtained a representation and warranty insurance policy to provide coverage for certain breaches of representations and warranties of the Seller, which coverage is subject to certain exclusions, deductibles and other terms and conditions as set forth in the policy.

Basis of presentation.

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) along with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include the information and footnotes required by GAAP for complete financial statements. These statements reflect all normal and recurring adjustments which, in the opinion of management, are necessary to present fairly the financial position, results of operations and cash flows of the Company as of, and for the nine months ended, September 30, 2024, and are not necessarily indicative of the results to be expected for the full year. These statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto included under the heading “Financial Statements and Supplementary Data” in Part II, Item 8 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. The financial statements at December 31, 2023, have been derived from the audited financial statements as of that date. For further information, refer to our audited financial statements and notes thereto included for the year ended December 31, 2023 (the “2023 Annual Report”).

Significant Accounting Policies

Governmental Grants

There is no U.S. GAAP that explicitly covers accounting for government "grants" to for-profit entities, with the exception of certain agricultural subsidies. In the absence of authoritative U.S. GAAP guidance, the Company considered the application of other authoritative accounting guidance by analogy and concluded that the guidance outlined in International Accounting Standard 20 – Accounting for Government Grants and Disclosures of Government Assistance (“IAS 20”) was the most appropriate analogy for the purpose of recording and classifying the federal funds received by the Company. Under IAS 20, once it is reasonably assured that the entity will comply with the conditions of the grant, the grant money should be recognized on a systematic basis over the periods in which the entity recognizes the related expenses or losses for which the grant money is intended to compensate.

The Company recognizes grants once both of the following conditions are met: (1) the Company is able to comply with the relevant conditions of the grant and (2) the grant is received. Further, IAS 20 permits for the recognition in earnings either (1) separately under a general heading such as other income, or (2) as a reduction of the related expenses. The Company records such grants either as a reduction of the related expense, a reduction of the cost of the related asset, or as other income depending upon the nature of the grant.

Investment Tax Credit

On August 16, 2022, the Inflation Reduction Act (“IRA’) was signed into law. The IRA includes significant extensions, expansions, and enhancements of numerous energy-related tax credits and also creates new credits in multiple categories. The law provides an election to transfer (i.e., sell) certain credits to another taxpayer in an effort to monetize them. The Company might achieve a better economic benefit by selling the credit in situations where sufficient taxable income is not available to use all or a portion of the income tax credit or in which using such credits might take multiple tax years.

The scope of Accounting Standards Codification (“ASC”) 740: Income Taxes (“ASC 740”) does not directly address how to account for transferable tax credits, however multiple acceptable views to account for transferable credits exists, including accounting for the entire credit outside of income taxes in the Condensed Consolidated Statements of Operations, analogous treatment to governmental grants under IAS 20.

The Company’s capital investment in the RNG project generated a tax credit under Section 48 of the Internal Revenue Code of 1986, as amended (the “IRC”), which provides an energy tax credit for investments in renewable energy property. Our activities in the renewable energy space may continue to generate eligible transferable tax credits in the future that we may seek monetization for. The Company has elected to apply a policy similar to the accounting method described in IAS 20 and recorded the transferable tax credit as a credit against the related asset, thus, reducing the amount of depreciation expense to be recognized over the remaining useful life of the associated asset.

On September 18, 2024, we sold approximately $15.3 million in Investment Tax Credits (“ITCs”) to a corporate buyer. This transaction monetized IRA Investment Tax Credits generated from the commercialization of the RNG Project by Gevo NW Iowa RNG, LLC and provided net cash proceeds of approximately $14.0 million to us after transaction fees. As of September 30, 2024, the Company recorded $15.3 million as a reduction to Property, plant, and equipment, net on the Consolidated Balance Sheet, and transaction costs of $1.3 million, included in General and administrative expenses in the Condensed Consolidated Statement of Operations, for net proceeds of $14.0 million related to the monetization of an IRC Code 48 tax credit.

USDA Grant

In September 2023, we received a grant from the U.S. Department of Agriculture (“USDA”) through its Partnerships for Climate-Smart Commodities grant for Gevo’s Climate-Smart Farm-to-Flight Program (the “USDA Grant”). The USDA Grant was awarded for up to $46.3 million, of which $30.0 million is anticipated being reimbursed to Gevo from the USDA Grant, contingent on Gevo’s spend of up to $43.3 million and other third-party spend of up to $3.0 million. The project expects to create critical structural climate-smart market incentives for corn with a low carbon intensity (“CI”) score as well as to accelerate the production of SAF to reduce dependency on fossil-based fuels. In addition, this program will help provide support and incentive payments for farmers to produce, measure, report and verify low CI corn using climate smart agricultural practices, as well as accelerate development of the low-CI corn supply chain for low-carbon ethanol and SAF.

During the three and nine months ended September 30, 2024, the Company incurred $1.1 and $4.6 million, respectively, of costs under the USDA Grant, which are included in Project development costs in the Condensed Consolidated Statement of Operations. During the three and nine months ended September 30, 2024, the Company recognized $1.5 and $3.5 million, respectively, of grant reimbursements, as a reduction to Project development costs in the Condensed Consolidated Statement of Operations, which represent reimbursements for prior period costs. The Company expects to be reimbursed for all remaining costs not yet reimbursed by the USDA under the grant in future periods.

Recently Issued, Not Yet Adopted Accounting Pronouncements

Segment Reporting. In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (ASC 280: Segment Reporting (“ASC 280”)): Improvements to Reportable Segment Disclosures (“ASU 2023-07”). ASU 2023-07 would enhance disclosures for significant segment expenses for all public entities required to report segment information in accordance with ASC 280. ASC 280 requires a public entity to report for each reportable segment a measure of segment profit or loss that its chief operating decision maker (“CODM”) uses to assess segment performance and to make decisions about resource allocations. The amendments in ASU 2023-07 improve financial reporting by requiring disclosure of incremental segment information on an annual and interim basis for all public entities to enable investors to develop more useful financial analyses. Currently, ASC 280 requires that a public entity disclose certain information about its reportable segments. For example, a public entity is required to report a measure of segment profit or loss that the CODM uses to assess segment performance and make decisions about allocating resources. ASC 280 also requires other specified segment items and amounts such as depreciation, amortization and depletion expense to be disclosed under certain circumstances. The amendments in ASU 2023-07 do not change or remove those disclosure requirements. The amendments in ASU 2023-07 also do not change how a public entity identifies its operating segments, aggregates those operating segments, or applies the quantitative thresholds to determine its reportable segments. The amendments in ASU 2023-07 are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. A public entity should apply the amendments in ASU 2023-07 retrospectively to all prior periods presented in the financial statements. The Company is currently evaluating the impact that ASU 2023-07 may have on its financial statements and related disclosures when adopted.

Commitments and Contingencies - Narrative (Details)	1 Months Ended	9 Months Ended
Commitments and Contingencies - Narrative (Details)	Sep. 30, 2022 USD ($)	Sep. 30, 2024 USD ($) contract item
Gain Contingencies [Line Items]
Liabilities associated with indemnities		$ 0
Loss Contingency Accrual		0
Environmental liabilities		$ 0
Number of long term fuel supply contracts \| contract		3
Number of commitments with collateral \| item		2
Commitment collateral, percentage of renewable energy credits		100.00%
Purchase Obligation, to be Paid, Remainder of Fiscal Year		$ 10,621,000
Development Agreement With Zero6
Gain Contingencies [Line Items]
Collaborative arrangement, development charges committed to pay	$ 9,500,000
Collaborative arrangement, advanced development fee payments committed	1,200,000
Collaborative arrangement, development charges committed, upon completion	8,400,000
Collaborative arrangement reimbursable costs	1,200,000
Contractual obligation	$ 18,600,000

Deposits and Other Assets (Details) $ in Thousands	9 Months Ended
Deposits and Other Assets (Details) $ in Thousands	Sep. 30, 2024 USD ($) item	Dec. 31, 2023 USD ($)
Deposits and Other Assets [Line Items]
Deposits	$ 185	$ 166
Prepaid feedstock	1,990	440
Equity interest	1,500	1,500
Exclusivity fees		583
Deposits receivable	41,688	33,602
Earnest money deposit	10,000
Other assets, net	8,161	8,028
Total deposits and other assets	$ 63,524	$ 44,319
Number of commitments with collateral \| item	2
Deposits receivable, reimbursed or used as investment	$ 5,500
Deposits receivable, fully reimbursed upon completion	$ 36,200
Zero6 \| Series A Preferred Stock
Deposits and Other Assets [Line Items]
Noncontrolling interest, ownership percentage	3.60%

Fair Value Measurements - Narrative (Details) - 2021 Bonds	Apr. 15, 2021
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Debt instrument, term	2 years
Percentage of principal payment on maturity date	100.00%

Stock-Based Compensation - Stock Option Award Activity (Details) - USD ($) $ / shares in Units, $ in Thousands	9 Months Ended	12 Months Ended
	Sep. 30, 2024	Dec. 31, 2023
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward]
Outstanding, Beginning Balance (in shares)	8,109,123
Granted (in shares)	6,538,646
Forfeited and expired (in shares)	(248,977)
Exercised (in shares)	0
Outstanding, Ending Balance (in shares)	14,398,792	8,109,123
Options vested and expected to vest (in shares)	14,398,792
Weighted-Average Exercise Price
Beginning Balance (in dollars per share)	$ 3.51
Granted (in dollars per share)	0.70
Forfeited and expired (in dollars per share)	2.18
Exercised (in dollars per share)	0
Ending Balance (in dollars per share)	2.26	$ 3.51
Options vested and expected to vest (in dollars per share)	$ 2.26
Weighted-Average Remaining Contractual Term (years) And Aggregate Intrinsic Value
Options Outstanding, Weighted Average Remaining Contractual Term (years)	8 years 9 months 18 days	8 years 9 months 18 days
Options Vested and Expected to Vest, Weighted Average Remaining Contractual Term (years)	8 years 9 months 18 days
Options Outstanding, Aggregate Intrinsic Value	$ 0	$ 0
Granted, Aggregate Intrinsic Value	$ 0
Forfeited and expired, Aggregate Intrinsic Value	$ 0
Exercised, Aggregate Intrinsic Value	$ 0
Options vested and expected to vest	$ 0
Weighted-Average Grant-Date Fair Value
Weighted-Average Grant-Date Fair Value Options outstanding, Beginning	$ 2.96
Weighted-Average Grant-Date Fair Value Options outstanding, Granted	0.62
Weighted-Average Grant-Date Fair Value Options outstanding, Forfeited and expired	1.99
Weighted-Average Grant-Date Fair Value Options outstanding, Ending	1.92	$ 2.96
Weighted-Average Grant-Date Fair Value Options vested and expected to vest	1.92
Minimum
Weighted-Average Grant-Date Fair Value
Exercise price of options outstanding (in dollars per share)	0.67
Maximum
Weighted-Average Grant-Date Fair Value
Exercise price of options outstanding (in dollars per share)	$ 876

Segments- Narrative (Details)	9 Months Ended
Segments- Narrative (Details)	Sep. 30, 2024 segment
Segments
Number of operating segments	3

Business Combinations - Fair Values of the Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Sep. 25, 2024
Business Combinations
Goodwill	$ 3,742
Cultivate
Business Combinations
Current assets		$ 302
Property, plant and equipment		21
Intangible assets		2,900
Goodwill		3,742
Other assets		18
Total assets acquired		6,983
Current liabilities		86
Total liabilities assumed		86
Total assets acquired and liabilities assumed		$ 6,897

Business Combinations

9 Months Ended

Sep. 30, 2024

Business Combinations

Business Combinations

18.	Business Combinations

Acquisition of Cultivate Agricultural Intelligence, LLC

On September 25, 2024 (the “Cultivate Acquisition Date”), the Company acquired all of the issued and outstanding membership interests of Cultivate Agricultural Intelligence, LLC (“Cultivate”) pursuant to the terms of the Membership Interest Purchase Agreement between the Company and Cultivate, as well as Cultivate’s individual members (the “Cultivate Acquisition”).

The Cultivate Acquisition met the requirements to be considered a business combination under ASC 805: Business Combinations (“ASC 805”). The assets and liabilities acquired from Cultivate, affected for preliminary adjustments to reflect the fair market values assigned to assets purchased and liabilities assumed, and results of operations, are included in the Company’s consolidated financial statements from the Cultivate Acquisition Date. The Company has allocated the purchase price to the tangible and identifiable intangible assets and liabilities assumed based on their estimated fair market values at the Cultivate Acquisition Date as required under ASC 805. The Company has not presented pro forma results because the Cultivate Acquisition was not deemed significant at the date of closing. Amounts related to the Cultivate Acquisition included in Condensed Consolidated Statements of Operations are insignificant.

The Cultivate Acquisition was accounted for using the acquisition method of accounting and the fair value of the total purchase consideration transferred was $6.9 million. Included in the total consideration is cash consideration of $6.2 million and estimated contingent consideration totaling $0.7 million (the “Cultivate Earn-out liability”), for which the Company may be required to pay additional cash consideration contingent on future net profit-based performance targets between the closing date and the fourth anniversary of the closing date, up to a maximum of $2.0 million. As of the Cultivate Acquisition Date, the fair value of the Cultivate Earn-out liability was determined using a Monte Carlo simulation approach, and is considered a Level 3 fair value measurement. As of September 30, 2024, the Cultivate Earn-out liability’s fair value of $0.7 million is reported within the Other long-term liabilities line item in the Condensed Consolidated Balance Sheets. The fair value will be remeasured at each reporting date in accordance with ASC 820, Fair Value Measurement, with changes in the fair value of the Cultivate Earn-out Liability recognized in the Condensed Consolidated Statements of Operations.

The following table displays the total purchase consideration transferred in the Cultivate Acquisition (in thousands):


	Amount
Cash consideration	$	6,167
Earn-out consideration		730
Total purchase consideration transferred	$	6,897

The Company incurred approximately $0.1 million of direct acquisition-related expenditures, which are recognized in General and administrative expense in the Condensed Consolidated Statements of Operations.

The following table sets forth the fair values of the assets acquired and liabilities assumed in connection with the Cultivate Acquisition (in thousands):


	Cultivate
	Acquisition Date
	Fair Value
Current assets	$	302
Property, plant and equipment		21
Intangible assets		2,900
Goodwill		3,742
Other assets		18
Total assets acquired		6,983
Current liabilities		86
Total liabilities assumed		86
Total assets acquired and liabilities assumed	$	6,897

The purchase price allocation is preliminary and subject to change during the measurement period, which is not to exceed one year from the Cultivate Acquisition Date. When the valuation is final, changes to the valuation of acquired assets and liabilities could result in adjustments to identified intangibles and goodwill.

Fair Value of Net Assets Acquired and Intangibles

The assets and liabilities were recorded at their respective fair values as of September 25, 2024. The Company developed the fair value of intangible assets, which includes developed technology, a customer-related intangible, and trade names, using various techniques including the relief from royalty method and multi-period excess earnings method. For all other major assets and liabilities acquired, the Company determined that book value approximated fair value. Goodwill represents the future economic benefits that the Company expects to achieve as a result of the acquisition of the human capital and assets acquired. The goodwill resulting from this acquisition is expected to be deductible for tax purposes. The fair value of net assets acquired, intangibles, and goodwill, was assigned to the Company’s Gevo segment.

The following table sets forth the intangible assets acquired in the Cultivate Acquisition (in thousands):


	Cultivate		Estimated
	Acquisition Date		Life
	Fair Value		(Years)
Developed technology	$	1,300	5
Customer-related intangible		1,500	16
Trade names		100	4
Total intangible assets	$	2,900

Commitments and Contingencies - Summary of Commitments (Details) $ in Thousands	Sep. 30, 2024 USD ($)
Other Commitments [Line Items]
2024	$ 10,621
2025	11,070
2026	1,852
2027	10,543
2028	1,886
2029 and thereafter	27,479
Total	63,451
Fuel Supply Payments
Other Commitments [Line Items]
2024	809
2025	1,702
2026	1,718
2027	2,060
2028	1,753
2029 and thereafter	25,968
Total	34,010
Zero6 Commitment
Other Commitments [Line Items]
2024	9,694
2025	9,235
2026	0
2027	8,350
2028	0
2029 and thereafter	0
Total	27,279
Renewable Energy Credits
Other Commitments [Line Items]
2024	33
2025	133
2026	134
2027	133
2028	133
2029 and thereafter	1,511
Total	2,077
Electricity Above Use (Est.)
Other Commitments [Line Items]
2024	85
Total	$ 85

Shareholders' Equity - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands	1 Months Ended		3 Months Ended	9 Months Ended
	Jan. 31, 2024	Jun. 30, 2022	Sep. 30, 2024	Sep. 30, 2024	Sep. 30, 2023	May 30, 2023
Class of Warrant or Right [Line Items]
Warrants outstanding (in shares)			33,337,469	33,337,469
Share Repurchase Program, Authorized, Amount						$ 25,000
Repurchase of common stock			$ 646	$ 4,710
Stock Repurchased During Period, Shares			1,100,000	7,200,000	0
Remaining stock of stock repurchase program			$ 20,300	$ 20,300
Maximum
Class of Warrant or Right [Line Items]
Issuance of stock aggregate value	$ 750,000
Series 2022-A Warrants
Class of Warrant or Right [Line Items]
Warrants outstanding (in shares)			33,333,336	33,333,336
Warrants term (in years)		5 years
Warrant exercise price (in dollars per share)		$ 4.37	$ 4.37	$ 4.37
Warrants exercisable				0
Series 2022-A Warrants \| Expected term
Class of Warrant or Right [Line Items]
Warrants term (in years)		5 years
Series 2020-A Warrants
Class of Warrant or Right [Line Items]
Warrants outstanding (in shares)			4,133	4,133
Warrant exercise price (in dollars per share)			$ 0.60	$ 0.60
At the market offering
Class of Warrant or Right [Line Items]
Sale of stock, remaining capacity to issue shares			$ 500,000	$ 500,000
At the market offering \| Maximum
Class of Warrant or Right [Line Items]
Aggregate offering price	$ 500,000
June 2022 Offering
Class of Warrant or Right [Line Items]
Sale of stock, Issuance of common stock (in shares)		33,333,336
Sale of stock, price (in dollars per share)		$ 4.50
Proceeds from issuance or sale of stock		$ 139,200
June 2022 Offering \| Series 2022-A Warrants
Class of Warrant or Right [Line Items]
Warrants outstanding (in shares)		33,333,336

Debt

9 Months Ended

Sep. 30, 2024

Debt

Debt

12.

Debt

2021 Bond Issuance

On April 15, 2021, on behalf of Gevo NW Iowa RNG, LLC, the Iowa Finance Authority (the “Issuer”) 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 were used as a source of construction financing alongside equity from the Company. The 2021 Bonds were issued under a Trust Indenture dated April 1, 2021 (the “Indenture”) between the Issuer and Citibank, N.A. as trustee (the “Trustee”). The 2021 Bonds had a maturity date of January 1, 2042. The bonds bore interest at 1.5% 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 was 1.1%. The 2021 Bonds were supported by the $71.2 million Bond Letter of Credit; see Note 4, Restricted Cash. The Trustee could draw sufficient amounts on the Bond Letter of Credit to pay the principal and interest until the first mandatory tender date of April 1, 2024. The 2021 Bonds were callable and re-marketable on or after October 1, 2022.

The 2021 Bonds were issued at a premium of $0.8 million and debt issuance costs were $3.0 million. The bond debt was classified as current debt and is presented net of the premium and issuance costs, which were being amortized over the life of the 2021 Bonds using the interest method. As of December 31, 2023, the premium balance and the debt issuance cost net of amortization were $0.1 million and $0.3 million, respectively. As of the Conversion Date (defined below) all premiums and debt issuance costs were fully amortized.

2024 Bond Remarketing

On April 1, 2024 (the “Conversion Date”), the 2021 Bonds became subject to mandatory tender for purchase and have been remarketed to bear interest in a new term rate period (the “Remarketed Bonds”). In connection with the conversion and remarketing of the 2021 Bonds on the Conversion Date, the original Indenture was amended by a First Supplemental Indenture dated April 1, 2024 (together with the original Indenture the “First Supplemental Indenture,”) between the Issuer and the Trustee. The original bond financing agreement was amended by a First Supplemental Bond Financing Agreement dated April 1, 2024 (together with the original bond financing Agreement, the “First Supplemental Bond Financing Agreement”) between the Issuer and the Company.

The Remarketed Bonds retained the same maturity date of January 1, 2042. The Remarketed Bonds now bear interest of 3.875% per annum during the Initial Term Rate Period (as defined in the Indenture), payable semi-annually. The effective interest rate is 1.2%. The Company incurred $1.7 million of debt issuance costs associated with the remarketing. As of September 30, 2024, debt issuance costs net of amortization were $1.3 million.

The Remarketed Bonds are supported by a $69.6 million New Bond Letter of Credit; see Note 4, Restricted Cash, issued to the incumbent Trustee that can draw sufficient amounts on the New Bond Letter of Credit to pay the principal and interest, in case of default, until the first mandatory tender date of April 1, 2026. The Remarketed Bonds are callable and re-marketable on or after November 1, 2024. If the Remarketed Bonds have not been called and re-marketed by the first mandatory tender date, the Trustee may draw on the New Bond Letter of Credit to repay the bonds in their entirety at the purchase price. As of September 30, 2024, no amounts have been drawn under the New Bond Letter of Credit.

Loans Payable

In April 2020, the Company entered into loan agreements with Live Oak Banking Company, pursuant to which the Company obtained loans from the Small Business Administration’s Paycheck Protection Program (“SBA PPP”) totaling $1.0 million (the “SBA Loans”).

In April 2021, the balance of $0.6 million of loans and accrued interest obtained through the SBA PPP were forgiven. The remaining SBA Loan totals $0.2 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	September 30, 2024		December 31, 2023
Remarketed Bonds, net	3.9%	April 2042	$	68,155	$	68,155
SBA Loans	1.0%	April 2025		45		119
Equipment	4% to 5%	December 2024		8		32
Total debt				68,208		68,306
Less: unamortized costs				(1,253)		(188)
Total debt, net			$	66,955	$	68,118
Less: current portion				(53)		(68,097)
Total non-current debt			$	66,902	$	21

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


Year Ending December 31,	Total Debt
2024 (remaining)	$	24
2025		29
2026		68,155
Total debt	$	68,208

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481544/470-10-50-6

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481544/470-10-50-6

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 405
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-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477092/405-40-50-1

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)(3)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477092/405-40-50-1

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 405
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)(2)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477092/405-40-50-1

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 1
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1B

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(c))
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-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
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-URI https://asc.fasb.org/470/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147482925/835-30-45-2

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1B

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 1B
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-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1B

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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Reference 15: http://www.xbrl.org/2003/role/disclosureRef
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Reference 16: http://www.xbrl.org/2003/role/disclosureRef
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Reference 17: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Sep. 30, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
Net loss	$ (21,156)	$ (15,700)	$ (61,033)	$ (47,738)
Other comprehensive income:
Unrealized gain on available-for-sale securities				1,040
Comprehensive loss	$ (21,156)	$ (15,700)	$ (61,033)	$ (46,698)

- Definition

Amount after tax of increase (decrease) in equity from transactions and other events and circumstances from net income and other comprehensive income, attributable to parent entity. Excludes changes in equity resulting from investments by owners and distributions to owners.

+ References + Details

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

+ Details

Net loss Per Share

9 Months Ended

Sep. 30, 2024

Net loss Per Share

Net loss Per Share

3.	Net Loss per Share

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

The effect of the Company’s dilutive securities is calculated using the treasury stock method and only those instruments that result in a reduction in net income per common share are included in the calculation. Diluted net loss per share excluded common stock equivalents because the effect of their inclusion would be anti-dilutive or would decrease the reported net loss per share. Therefore an insignificant amount of dilutive common stock equivalents have been excluded for each of the three and nine months ended September 30, 2024, and 2023, as the Company is in a net loss position. See Notes 13 and 17 for all outstanding options and warrants that were not included in the computation of diluted weighted average common shares outstanding, as the exercise price of the options and warrants exceeded the average price of the Company’s common stock during the reporting period, and therefore are anti-dilutive.

Basic and diluted net loss per share is calculated as follows (net loss in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Net loss	$	(21,156)	$	(15,700)	$	(61,033)	$	(47,738)
Basic weighted-average shares outstanding		239,445,900		239,537,811		239,767,047		238,100,986
Net loss per share - basic and diluted	$	(0.09)	$	(0.07)	$	(0.25)	$	(0.20)

Deposits and Other Assets

9 Months Ended

Sep. 30, 2024

Deposits and Other Assets

Deposits and Other Assets

10.	Deposits and Other Assets

The following table sets forth the components of the Company’s deposits and other assets (in thousands) as of:


	September 30, 2024		December 31, 2023
Deposits⁽¹⁾	$	185	$	166
Prepaid feedstock ⁽²⁾		1,990		440
Equity interest ⁽³⁾		1,500		1,500
Exclusivity fees⁽⁴⁾		—		583
Deposits receivable ⁽⁵⁾		41,688		33,602
Earnest money deposit ⁽⁶⁾		10,000		—
Other assets, net ⁽⁷⁾		8,161		8,028
Total deposits and other assets	$	63,524	$	44,319

(1)	Deposits for services.

(2)	Prepaid feedstock fees, non-current, for the production of RNG.

(3)

(4)	Axens will provide certain alcohol-to-SAF technologies and services exclusively provided to the Company which may be offset against future license fees subject to the delivery of a process design package.

(5)

(6)	Earnest money deposited in connection with the announced Red Trail Purchase Agreement, see Note 1, Nature of Business, Financial Condition and Basis of Presentation for additional information.

(7)	Primarily comprised of pre-operation payments for sand separation systems to process manure feedstock which were allocated to the non-lease fuel supply, being amortized over the life of the project.

Restricted Cash

9 Months Ended

Sep. 30, 2024

Restricted Cash.

Restricted Cash

4.	Restricted Cash

As of September 30, 2024, current and non-current restricted cash of $69.6 million consists of amounts held as collateral for letters of credit to provide financing support for the Company’s 2021 Bonds (as defined in Note 12, Debt).

The Company entered into an irrevocable direct pay letter of credit (the “Bond Letter of Credit”) with Citibank N.A (“Citibank”) in April 2021, to support the 2021 Bonds for the development and construction of NW Iowa RNG. See Note 12, Debt, for additional information on the 2021 Bonds. The Bond Letter of Credit has a 0.5% annual fee and would have expired April 4, 2024 (but was terminated earlier and replaced with the New Bond Letter of Credit on April 1, 2024, as described below). The Company deposited $71.2 million with Citibank as restricted cash to secure any amounts drawn under the Bond Letter of Credit. In April 2024, Citibank closed the Bond Letter of Credit in connection with the Remarketed Bonds, see below.

In September 2022, the Company entered into a Pledge and Assignment agreement with Citibank to provide credit support in the form of a letter of credit (the “Power Letter of Credit”) from Citibank to a local electric utility company in order to induce the utility company to design and construct the power transmission and distribution facilities that will serve NZ1. The Company deposited $6.6 million of restricted cash in an account with Citibank to collateralize the Power Letter of Credit, which had a 0.3% annual fee and an expiration date of September 30, 2024 (unless terminated earlier). In January 2024, Citibank was notified by the local electric utility company to close the letter of credit, as the Company has discontinued its relationship with the local utility and fulfilled all obligations under the Power Letter of Credit.

In April 2024, the Company entered into an irrevocable direct pay letter of credit (the “New Bond Letter of Credit”) with Citibank to support the Remarketed Bonds (as defined in Note 12, Debt). See Note 12, Debt, for additional information on the Remarketed Bonds. The New Bond Letter of Credit has a 0.75% annual fee and expires April 6, 2026 (unless terminated earlier). The Company maintained $69.6 million of the existing collateral with Citibank as restricted cash to secure any amounts drawn under the New Bond Letter of Credit, with $0.3 million of the balance as of March 31, 2024, returned to the Company in the second quarter of 2024. As of September 30, 2024, no amounts have been drawn under the New Bond Letter of Credit.

The Company is entitled to receive interest income on the restricted cash, and recorded interest income of $0.9 million, $2.7 million, $0.9 million, and $2.5 million for the three and nine months ended September 30, 2024 and 2023, respectively, included in “Other income (expense), net” in the Consolidated Statements of Operations.