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What changed in Gevo, Inc.'s 10-K — 2023 vs 2024

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Paragraph-level year-over-year comparison of Gevo, Inc.'s 2023 and 2024 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2024 report.

+251 added−254 removedSource: 10-K (2025-03-27) vs 10-K (2024-03-07)

Top changes in Gevo, Inc.'s 2024 10-K

251 paragraphs added · 254 removed · 161 edited across 6 sections

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

65 edited+33 added−55 removed176 unchanged
Biggest changeA critical state program is California’s LCFS program, which is designed to reduce GHG emissions associated with transportation fuels used in California by ensuring that the fuel sold in California meets declining targets for such emissions. The regulation quantifies life-cycle GHG emissions by assigning a CI score to each transportation fuel based on that fuel’s life-cycle assessment.
Biggest changeFurther activity by the EPA to waive the requirements for small refiners could cause softening of pricing in the industry and cause our results of operations to similarly decline. 30 Table of Contents A critical state program is California’s LCFS program, which is designed to reduce GHG emissions associated with transportation fuels used in California by ensuring that the fuel sold in California meets declining targets for such emissions.
If we are not able to attract and retain the necessary personnel to accomplish our business objectives, we may experience staffing constraints that will adversely affect our ability to meet the demands of our partners and customers in a timely fashion or to support our internal research and development programs.
If we are not able to attract and retain the necessary personnel to accomplish our business objectives, we may experience staffing constraints that will adversely affect our ability to meet the demands of our partners and customers in a timely fashion or to support our internal research and development programs and to grow our business.
The skills and knowledge gained in operating our current facilities may not be sufficient to support the for successful operation of a large-scale production facility or the Facility, and we may be required to expend significant time and money to develop our capabilities in large-scale facility operation.
The skills and knowledge gained in operating our current facilities may not be sufficient to support the successful operation of a large-scale production facility or the Facility, and we may be required to expend significant time and money to develop our capabilities in large-scale facility operation.
A variety of factors may have a significant effect on our stock price, including: ● actual or anticipated fluctuations in our liquidity, financial condition and operating results; ● the position of our cash and cash equivalents; ● the capital costs required to construct our Net-Zero Projects; ● our ability to obtain certain regulatory permits or approvals for our production facilities, including our Net-Zero Projects; ● actual or anticipated changes in our growth rate relative to our competitors; ● actual or anticipated fluctuations in our competitors’ operating results or changes in their growth rate; ● announcements of technological innovations by us, our partners or our competitors; ● announcements by us, our partners or our competitors of significant acquisitions, strategic partnerships, joint ventures or capital commitments; ● the entry into, modification or termination of licensing arrangements, marketing arrangements, and/or research, development, commercialization, supply, off-take or distribution arrangements; ● our ability to consistently produce commercial quantities of our products; ● additions or losses of customers or partners; ● our ability to obtain certain regulatory approvals for the use of our products in various fuels and chemicals markets; ● commodity prices, including oil, ethanol and corn prices; ● additions or departures of key management or scientific personnel; ● competition from existing products or new products that may emerge; ● issuance of new or updated research reports by securities or industry analysts; ● fluctuations in the valuation of companies perceived by investors to be comparable to us; ● litigation involving us, our general industry or both; ● disputes or other developments related to proprietary rights, including patents, litigation matters and our ability to obtain patent protection for our technologies; ● announcements or expectations of additional financing efforts or the pursuit of strategic alternatives; ● changes in existing laws, regulations and policies applicable to our business and products, and the adoption of or failure to adopt carbon emissions regulation; ● sales of our common stock or equity-linked securities, such as warrants, by us or our stockholders; ● share price and volume fluctuations attributable to inconsistent trading volume levels of our shares; ● general market conditions in our industry; and ● general economic and market conditions.
A variety of factors may have a significant effect on our stock price, including: ● actual or anticipated fluctuations in our liquidity, financial condition and operating results; ● the position of our cash and cash equivalents; ● the capital costs required to construct our Alcohol-to-Jet Projects; ● our ability to obtain certain regulatory permits or approvals for our production facilities, including our Alcohol-to-Jet Projects; ● actual or anticipated changes in our growth rate relative to our competitors; ● actual or anticipated fluctuations in our competitors’ operating results or changes in their growth rate; ● announcements of technological innovations by us, our partners or our competitors; ● announcements by us, our partners or our competitors of significant acquisitions, strategic partnerships, joint ventures or capital commitments; ● the entry into, modification or termination of licensing arrangements, marketing arrangements, and/or research, development, commercialization, supply, off-take or distribution arrangements; ● our ability to consistently produce commercial quantities of our products; ● additions or losses of customers or partners; ● our ability to obtain certain regulatory approvals for the use of our products in various fuels and chemicals markets; ● commodity prices, including oil, ethanol and corn prices; ● additions or departures of key management or scientific personnel; ● competition from existing products or new products that may emerge; ● issuance of new or updated research reports by securities or industry analysts; ● fluctuations in the valuation of companies perceived by investors to be comparable to us; ● litigation involving us, our general industry or both; ● disputes or other developments related to proprietary rights, including patents, litigation matters and our ability to obtain patent protection for our technologies; ● announcements or expectations of additional financing efforts or the pursuit of strategic alternatives; ● changes in existing laws, regulations and policies applicable to our business and products, and the adoption of or failure to adopt carbon emissions regulation; ● sales of our common stock or equity-linked securities, such as warrants, by us or our stockholders; ● share price and volume fluctuations attributable to inconsistent trading volume levels of our shares; ● general market conditions in our industry; and 33 Table of Contents ● general economic and market conditions.
We expect to incur losses and negative cash flows from operating activities for the foreseeable future. We currently derive revenue primarily from the sale of RNG and related environmental attributes produced at Gevo RNG. Furthermore, we expect to spend significant amounts on the further development and commercial implementation of our strategic plans and technology.
We expect to incur losses and negative cash flows from operating activities for the foreseeable future. We currently derive revenue primarily from the sale of RNG and related environmental attributes produced at GevoRNG. Furthermore, we expect to spend significant amounts on the further development and commercial implementation of our strategic plans and technology.
Our RNG project has, and any future digester project may not be able to achieve the operating results we expect from these projects. Our RNG project is dependent on the LCFS credits and RINs produced at the dairy farms that make up part of our RNG project.
Our RNG operations, and any future digester projects may not be able to achieve the operating results we expect from these projects. Our RNG project is dependent on the LCFS credits and RINs produced at the dairy farms that make up part of our RNG project.
Significant disruption to our IT system or breaches of data security could have a material adverse effect on our business, financial condition and results of operations. 27 Table of Contents We may engage in hedging transactions, which could adversely impact our business.
Significant disruption to our IT system or breaches of data security could have a material adverse effect on our business, financial condition and results of operations. 24 Table of Contents We may engage in hedging transactions, which could adversely impact our business.
We have net operating loss carryforwards due to prior period losses generated before January 1, 2023, which if not utilized will begin to expire at various times over the next 20 years.
We have net operating loss carryforwards due to prior period losses generated before January 1, 2018 which if not utilized will begin to expire at various times over the next 20 years.
Accordingly, we are unable to exercise the same degree of control over licensed intellectual property as we exercise over our own intellectual property and we face the risk that our licensors will not prosecute or maintain it as effectively as we would like. 31 Table of Contents In addition, unauthorized parties may attempt to copy or otherwise obtain and use our products or technology.
Accordingly, we are unable to exercise the same degree of control over licensed intellectual property as we exercise over our own intellectual property and we face the risk that our licensors will not prosecute or maintain it as effectively as we would like. In addition, unauthorized parties may attempt to copy or otherwise obtain and use our products or technology.
We undertook a detailed study of our net operating loss carryforwards through December 31, 2023 to determine whether such amounts are likely to be limited by Section 382 of the Code.
We undertook a detailed study of our net operating loss carryforwards through December 31, 2024 to determine whether such amounts are likely to be limited by Section 382 of the Code.
Although we believe that our activities conform in all material respects with environmental laws, there can be no assurance that violations of environmental, health and safety laws will not occur in the future as a result of human error, accident, equipment failure or other causes.
Although we believe that our activities conform in all material respects with 31 Table of Contents environmental laws, there can be no assurance that violations of environmental, health and safety laws will not occur in the future as a result of human error, accident, equipment failure or other causes.
Many of our competitors have substantially greater production, financial, research and development, personnel 26 Table of Contents and marketing resources than we do. In addition, certain of our competitors may also benefit from local government subsidies and other incentives that are not available to us.
Many of our competitors have substantially greater production, financial, research and development, personnel and marketing resources than we do. In addition, certain of our competitors may also benefit from local government subsidies and other incentives that are not available to us.
Any significant increase in production capacity above the RFS Program 33 Table of Contents minimum requirements may have an adverse impact on renewable fuel prices. Any change in government policies regarding the RFS Program could have a material adverse effect on our business and the results of our operations.
Any significant increase in production capacity above the RFS Program minimum requirements may have an adverse impact on renewable fuel prices. Any change in government policies regarding the RFS Program could have a material adverse effect on our business and the results of our operations.
These expenditures may, among other things, include costs associated with our Net-Zero Projects, research and development, developing biogas processing projects and wind projects, obtaining government and regulatory approvals, and negotiating offtake agreements for our products. In addition, other unanticipated costs may arise. To date, we have funded our operations primarily through equity offerings and issuances of debt.
These expenditures may, among other things, include costs associated with our Alcohol-to-Jet Projects, research and development, developing biogas processing projects and wind projects, obtaining government and regulatory approvals, and negotiating offtake agreements for our products. In addition, other unanticipated costs may arise. To date, we have funded our operations primarily through equity offerings and issuances of debt.
The price of our common stock could also be affected by possible sales of common stock by investors who view our warrants as a more attractive means of equity participation in us and by hedging or engaging in arbitrage 37 Table of Contents activity involving our common stock.
The price of our common stock could also be affected by possible sales of common stock by investors who view our warrants as a more attractive means of equity participation in us and by hedging or engaging in arbitrage activity involving our common stock.
We also expect to spend significant amounts on (i) developing and financing our Net-Zero projects and other similar growth projects, (ii) marketing, general and administrative expenses associated with our planned growth, and (iii) management of operations as a public company. As a result, we expect to continue to incur new losses for the foreseeable future.
We also expect to spend significant amounts on (i) developing and financing our Alcohol-to-Jet projects and other similar growth projects, (ii) marketing, general and administrative expenses associated with our planned growth, and (iii) management of operations as a public company. As a result, we expect to continue to incur new losses for the foreseeable future.
Further, changes in U.S. federal, state or local political, social or economic conditions, including a lack of legislative focus on these programs and regulations, could result in their 34 Table of Contents modification, delayed adoption or repeal.
Further, changes in U.S. federal, state or local political, social or economic conditions, including a lack of legislative focus on these programs and regulations, could result in their modification, delayed adoption or repeal.
These factors include weather conditions, pests, global or regional growing conditions, including plant disease, farming decisions, government policies and subsidies with respect to agriculture and international trade, increasing input costs, prices for alternative crops, global political or economic issues and conflicts and shifts in global 22 Table of Contents demand and supply.
These factors include weather conditions, pests, global or regional growing conditions, including plant disease, farming decisions, government policies and subsidies with respect to agriculture and international trade, increasing input costs, prices for alternative crops, global political or economic issues and conflicts and shifts in global demand and supply.
If needed funds are not available to us on a timely basis, we may be required to delay, limit, reduce or terminate: ● our Net-Zero Projects, including NZ1; ● our plans to enter into agreements with strategic partners; ● our development of future capital projects or expansions; ● our efforts to prepare, file, prosecute, maintain and enforce patent, trademark and other intellectual property rights and defend against claims by others that we may be violating their intellectual property rights; and/or ● our activities in negotiating and performing under offtake agreements that may be necessary for the commercialization of our products.
If needed funds are not available to us on a timely basis, we may be required to delay, limit, reduce or terminate: ● our Alcohol-to-Jet Projects, including ATJ-60; ● our plans to enter into agreements with strategic partners; ● our development of future capital projects or expansions; ● our efforts to prepare, file, prosecute, maintain and enforce patent, trademark and other intellectual property rights and defend against claims by others that we may be violating their intellectual property rights; and/or ● our activities in negotiating and performing under offtake agreements that may be necessary for the commercialization of our products.
Stockholders who do bring a claim in the Court of Chancery could face additional litigation costs in pursuing any such claim, particularly if they do not reside in or near the State of Delaware.
Stockholders who do bring a claim in the Court of Chancery 35 Table of Contents could face additional litigation costs in pursuing any such claim, particularly if they do not reside in or near the State of Delaware.
The actual cost of labor and materials and other important costs may vary from the costs we originally estimated. These 23 Table of Contents variations may cause the gross profit of a project to materially differ from what we originally estimated.
The actual cost of labor and materials and other important costs may vary from the costs we originally estimated. These variations may cause the gross profit of a project to materially differ from what we originally estimated.
These agreements also generally provide that know-how and inventions conceived by the individual in the course of rendering services to us shall be our exclusive property.
These agreements also generally provide that know-how and inventions conceived by the individual in the 29 Table of Contents course of rendering services to us shall be our exclusive property.
Our future capital requirements will depend on many factors, including: ● the timing of and costs involved in financing and constructing our Net-Zero Projects, including NZ1; ● the timing of and costs involved in obtaining permits and compliance with applicable regulations; ● the timing and costs associated with any future capital projects or expansions; 20 Table of Contents ● the costs involved in maintaining the Luverne Facility; ● our ability to gain market acceptance for our products; ● our ability to negotiate financeable offtake agreements for the products we produce, and the timing and terms of those agreements, including terms related to sales price; ● our ability to negotiate sales of our products and the timing and terms of those sales, including terms related to sales price; ● our ability to establish and maintain strategic partnerships, licensing or other arrangements and the timing and terms of those arrangements; and ● the cost of preparing, filing, prosecuting, maintaining, defending and enforcing patent, trademark and other intellectual property claims, including litigation costs and the outcome of such litigation.
Our future capital requirements will depend on many factors, including: ● the timing of and costs involved in financing and constructing our Alcohol-to-Jet Projects, including ATJ-60; ● the timing of and costs involved in obtaining permits and compliance with applicable regulations; ● the timing and costs associated with any future capital projects or expansions; 18 Table of Contents ● the costs involved in maintaining the Luverne Facility; ● our ability to gain market acceptance for our products; ● our ability to negotiate financeable offtake agreements for the products we produce, and the timing and terms of those agreements, including terms related to sales price; ● our ability to negotiate sales of our products and the timing and terms of those sales, including terms related to sales price; ● our ability to establish and maintain strategic partnerships, licensing or other arrangements and the timing and terms of those arrangements; and ● the cost of preparing, filing, prosecuting, maintaining, defending and enforcing patent, trademark and other intellectual property claims, including litigation costs and the outcome of such litigation.
Proceedings to enforce our patents and other proprietary rights in foreign jurisdictions could result in substantial costs and divert our 32 Table of Contents efforts and attention from other aspects of our business.
Proceedings to enforce our patents and other proprietary rights in foreign jurisdictions could result in substantial costs and divert our efforts and attention from other aspects of our business.
Even if we are successful in defending against these claims, litigation could result in substantial costs and be a distraction to management and other employees. 39 Table of Contents Item 1B. Unresolved Staff Comments None.
Even if we are successful in defending against these claims, litigation could result in substantial costs and be a distraction to management and other employees. Item 1B. Unresolved Staff Comments None.
Risk Related to our Business and Strategy We have a history of net losses, and we may not achieve or maintain profitability. We incurred net losses of $66.2 million and $98.0 million during the years ended December 31, 2023 and 2022, respectively. As of December 31, 2023, we had an accumulated deficit of $721.6 million.
Risk Related to our Business and Strategy We have a history of net losses, and we may not achieve or maintain profitability. We incurred net losses of $82.6 million and $66.2 million during the years ended December 31, 2024 and 2023, respectively. As of December 31, 2024, we had an accumulated deficit of $804.2 million.
Any future intellectual property litigation could also force us to do one or more of the following: ● stop selling, incorporating, manufacturing or using our products that use the subject intellectual property; ● obtain from a third party asserting its intellectual property rights, a license to sell or use the relevant technology, which license may not be available on reasonable terms, or at all; ● redesign those products or processes that use any allegedly infringing or misappropriated technology, which may result in significant cost or delay to us, or which redesign could be technically infeasible; ● pay attorneys’ fees and expenses; or ● pay damages, including the possibility of treble damages in a patent case if a court finds us to have willfully infringed certain intellectual property rights. 30 Table of Contents We are aware of a significant number of patents and patent applications relating to aspects of our technologies filed by, and issued to, third parties.
Any future intellectual property litigation could also force us to do one or more of the following: ● stop selling, incorporating, manufacturing or using our products that use the subject intellectual property; ● obtain from a third party asserting its intellectual property rights, a license to sell or use the relevant technology, which license may not be available on reasonable terms, or at all; ● redesign those products or processes that use any allegedly infringing or misappropriated technology, which may result in significant cost or delay to us, or which redesign could be technically infeasible; ● pay attorneys’ fees and expenses; or ● pay damages, including the possibility of treble damages in a patent case if a court finds us to have willfully infringed certain intellectual property rights.
Based on our current plans and expectations, we will require additional funding at the corporate and/or project level to achieve our goals. We currently expect to finance the construction of NZ1 and any other Net Zero Projects at the subsidiary level using third party capital.
Based on our current plans and expectations, we will require additional funding at the corporate and/or project level to achieve our goals. We currently expect to finance the construction of ATJ-60 and any other Alcohol-to-Jet Projects at the subsidiary level using third party capital.
If our production is slower than we expect, we experience production delays, if demand decreases or if we encounter difficulties in successfully completing the Facility or producing our renewable hydrocarbon products to specification, our counterparties may terminate our existing offtake agreements and potential customers may be less willing to negotiate definitive offtake agreements with us, which would adversely impact our performance and results of operations.
If our production is slower than we expect or, we experience production delays, or if demand decreases or we encounter difficulties in successfully completing the Facility or producing our renewable hydrocarbon products to specification, our counterparties may terminate our existing offtake agreements and potential customers may be less willing to negotiate definitive offtake agreements with us, which would adversely impact our performance and results of operations. 19 Table of Contents Fluctuations in the price of corn and other feedstocks may affect our cost structure.
We have limited experience operating commercial-scale RNG and renewable hydrocarbon facilities concurrently. Accordingly, we may encounter significant difficulties operating at a commercial scale once we expand our production capabilities, including at our Gevo RNG and Net-Zero Projects.
We have limited experience operating commercial-scale RNG and renewable hydrocarbon facilities concurrently. Accordingly, we may encounter significant difficulties operating at a commercial scale once we expand our production capabilities, including at our GevoRNG and Alcohol-to-Jet Projects.
Accordingly, our efforts to enforce our intellectual property rights in such countries may be inadequate to obtain a significant commercial advantage from the intellectual property that we develop. Confidentiality agreements with employees and others may not adequately prevent disclosures of trade secrets and other proprietary information.
Accordingly, our efforts to enforce our intellectual property rights in such countries may be inadequate to obtain or maintain a commercial advantage from the intellectual property that we develop, which could negatively impact our results of operations and financial condition. Confidentiality agreements with employees and others may not adequately prevent disclosures of trade secrets and other proprietary information.
If that were to occur, we could lose all of our investment in development expenditures and may be required to write off project development assets. 21 Table of Contents We may be unable to successfully perform under current or future offtake agreements to provide our products, which could harm our commercial prospects.
If that were to occur, we could lose all of our investment in development expenditures and may be required to write off project development assets. We may be unable to successfully perform under current or future offtake agreements to provide our products, and we may need to renegotiate some of our offtake agreements.
If we raise additional funds through strategic partnerships or licensing agreements with third parties, we may have to relinquish valuable rights to our technologies or grant licenses on terms that are not favorable to us. If we are unable to raise additional funds when needed, we may be required to delay, limit, reduce or terminate our development and commercialization efforts.
If we raise additional funds through strategic partnerships or licensing agreements with third parties, we may have to relinquish valuable rights to our technologies or grant licenses on terms that are not favorable to us.
In order to benefit from RINs and LCFS credits, our RNG projects are required to be registered and are subject to regulatory audit. We are required to register an RNG project with the EPA and relevant state regulatory agencies. Further, we qualify our RINs through a voluntary Quality Assurance Plan.
We are required to register an RNG project with the EPA and relevant state regulatory agencies. Further, we qualify our RINs through a voluntary Quality Assurance Plan.
The results of U.S. elections could lead to changes in federal or state laws and regulations that could have a material adverse effect on our business, prospects, financial condition and results of operations. Negative attitudes toward renewable energy projects from the U.S. government, other lawmakers and regulators, and activists could adversely affect our business, financial condition and results of operations.
The results of U.S. elections could lead to changes in federal or state laws and regulations that could have a material adverse effect on our business, prospects, financial condition and results of operations.
We intend to continue to apply for patents relating to our technologies, methods and products as we deem appropriate. Only some of the patent applications that we have filed in the U.S. or in any foreign jurisdictions, and only certain of the patent applications filed by third parties in which we own rights, have been issued.
Only some of the patent applications that we have filed in the U.S. or in any foreign jurisdictions, and only certain of the patent applications filed by third parties in which we own rights, have been issued.
Further, we typically make a large investment in our projects 29 Table of Contents prior to receiving registration and/or qualification. Failure of our projects or products to qualify for government economic incentives could have a material adverse effect on our business.
Further, we typically make a large investment in our projects prior to receiving registration and/or qualification. Failure of our projects or products to qualify for government economic incentives could have a material adverse effect on our business. In order to benefit from RINs and LCFS credits, our RNG projects are required to be registered and are subject to regulatory audit.
The market for renewable fuels is heavily influenced by foreign, federal, state and local government laws, regulations and policies. Changes in these laws, regulations and policies or how these laws, regulations and policies are implemented and enforced could cause the demand for renewable fuels to decline and deter investment in the research and development of renewable fuels.
Changes in these laws, regulations and policies or how these laws, regulations and policies are implemented and enforced could cause the demand for renewable fuels to decline, deter investment in the research and development of renewable fuels and adversely affect our business..
The market price of shares of our common stock has experienced significant price and volume fluctuations. We cannot predict whether the price of our common stock will rise or fall.
Our stock price may be volatile, and your investment in our securities could suffer a decline in value. The market price of shares of our common stock has experienced significant price and volume fluctuations. We cannot predict whether the price of our common stock will rise or fall.
We cannot assure you that we will ultimately prevail if any of this third-party intellectual property is asserted against us. Our ability to compete may be adversely affected if we do not adequately protect our proprietary technologies or if we lose some of our intellectual property rights through costly litigation or proceedings.
Our ability to compete may be adversely affected if we do not adequately protect our proprietary technologies or if we lose some of our intellectual property rights through costly litigation or proceedings.
If SAF degrades the performance or reduces the life-cycle of engines, or cause them to fail to meet emissions standards, market acceptance could be slowed or stopped, and we could be subject to product liability claims.
Although SAF has been tested on some engines, there is a risk that SAF may damage engines or otherwise fail to perform as expected. If SAF degrades the performance or reduces the life-cycle of engines, or cause them to fail to meet emissions standards, market acceptance could be slowed or stopped, and we could be subject to product liability claims.
The future payment of dividends directly depends upon our future earnings, capital requirements, financial requirements and other factors that our board of directors will consider. As a result, only appreciation of the price of our common stock, which may never occur, will provide a return to stockholders. Investors seeking cash dividends should not invest in our common stock.
As a result, only appreciation of the price of our common stock, which may never occur, will provide a return to stockholders. Investors seeking cash dividends should not invest in our common stock.
These public offerings of common stock and warrants have materially and adversely affected the prevailing market prices of our common stock and caused significant dilution to our stockholders. We have also historically raised capital or refinanced outstanding debt through the issuance of convertible notes.
These public offerings of common stock and warrants have materially and adversely affected the prevailing market prices of our common stock and caused significant dilution to our stockholders.
Reductions in, changes to, or eliminations or expirations of governmental incentives could result in decreased demand for, and lower revenues from, our projects and products. Further, our ability to generate revenue from the various government economic incentives depends on our strict compliance with the applicable federal and state programs, which are complex and can involve a significant degree of judgment.
Further, our ability to generate revenue from the various 25 Table of Contents government economic incentives depends on our strict compliance with the applicable federal and state programs, which are complex and can involve a significant degree of judgment.
Delisting of our common stock could also adversely affect our ability to raise additional financing, could significantly affect the ability of our investors to trade our securities and could negatively affect the value and liquidity of our common stock.
Delisting of our common stock could also adversely affect our ability to raise additional financing, could significantly affect the ability of our investors to trade our securities and could negatively affect the value and liquidity of our common stock. Delisting could also have other negative results, including the potential loss of confidence by employees and fewer business development opportunities.
We may need to raise capital through these public offerings of common stock, warrants and convertible debt in the future. We may obtain additional funds through public or private debt or equity financings, subject to certain limitations in the agreements governing our indebtedness.
We may obtain additional funds through public or private debt or equity financings, subject to certain limitations in the agreements governing our indebtedness. If we issue additional shares of common stock or instruments convertible into common stock, it may materially and adversely affect the price of our common stock.
We cannot assure you that we will be able to obtain adequate financing on favorable terms, or at all. Furthermore, we have not demonstrated that we can meet the production levels and specifications contemplated in certain of our current offtake agreements, or future offtake agreements.
Furthermore, we have not demonstrated that we can meet the production levels and specifications contemplated in certain of our current offtake agreements, or future offtake agreements.
When and if issued, patents would expire at the end of their term and any patent would only provide us commercial advantage for a limited period of time, if at all. Our patent applications are directed to our enabling technologies and to our methods and products which support our business in the advanced renewable fuels and renewable chemicals markets.
When and if issued, patents would expire at the end of their term and any patent would only provide us commercial advantage for a limited period of time, if at all.
If one or more of these analysts cease coverage of us or fail to regularly publish reports on us, we could lose visibility in the financial markets, which could cause our common stock price and the price of our warrants to decline or the trading volume of our common stock to decline. 38 Table of Contents We are subject to anti-takeover provisions in our certificate of incorporation, our bylaws and under Delaware law that could delay or prevent an acquisition of the Company, even if the acquisition would be beneficial to our stockholders.
If one or more of these analysts cease coverage of us or fail to regularly publish reports on us, we could lose visibility in the financial markets, which could cause our common stock price and the price of our warrants to decline or the trading volume of our common stock to decline.
We believe that we understand the engineering and process characteristics necessary to successfully build the additional facilities that we are contemplating and to scale up to larger facilities. Our assumptions, however, may prove to be incorrect. Accordingly, we cannot be certain that we will be able to consistently produce renewable hydrocarbon products in an economical manner in commercial quantities.
We believe that we understand the engineering and process characteristics necessary to successfully build the additional facilities that we are contemplating and to scale up to larger facilities. Our assumptions, however, may prove to be 20 Table of Contents incorrect.
If we are required to sell a large portion of the equity in our projects to third parties, it may have a material adverse effect on our business, financial condition and operating results. 36 Table of Contents Our stock price may be volatile, and your investment in our securities could suffer a decline in value.
Thus, we would only be entitled to the revenues and expenses that are proportionate to our level of ownership in the project. If we are required to sell a large portion of the equity in our projects to third parties, it may have a material adverse effect on our business, financial condition and operating results.
Our commercial success also depends in part on not infringing patents and proprietary rights of third parties, and not breaching any licenses or other agreements that we have entered into with regard to our technologies, products and business.
Accordingly, litigation may be necessary for us to assert claims of infringement, enforce patents we own or license, protect trade secrets or determine the enforceability, scope and validity of the intellectual property rights of others. 28 Table of Contents Our commercial success also depends in part on not infringing patents and proprietary rights of third parties, and not breaching any licenses or other agreements that we have entered into with regard to our technologies, products and business.
By raising capital at a project level, any equity in that project that is sold to a third party would result in lower ownership of that project by us. Thus, we would only be entitled to the revenues and expenses that are proportionate to our level of ownership in the project.
In order to finance the construction of ATJ-60 and any other Alcohol-to-Jet Projects, we currently expect to raise capital at the subsidiary level using third party capital. By raising capital at a project level, any equity in that project that is sold to a third party would result in lower ownership of that project by us.
In addition, we expect to incur significant capital expenditures to build out our Net-Zero projects and produce renewable hydrocarbon products.
Accordingly, we cannot be certain that we will be able to consistently produce renewable hydrocarbon products in an economical manner in commercial quantities. In addition, we expect to incur significant capital expenditures to build out our Alcohol-to-Jet projects and produce renewable hydrocarbon products.
Failure to meet the operational challenges of developing and managing increased production, or failure to otherwise manage our growth, may have a material adverse effect on our business, financial condition and results of operations. 24 Table of Contents Even if we are successful in producing our products on a commercial scale, we may not be successful in negotiating additional fuel offtake agreements or pricing terms to support the growth of our business.
Failure to meet the operational challenges of developing and managing increased production, or failure to otherwise manage our growth, may have a material adverse effect on our business, financial condition and results of operations. Mergers, acquisitions and other strategic investments may not be successful in achieving intended benefits, cost savings and synergies and may disrupt current operations.
SAF has not been used as a commercial fuel in large quantities or for a long period of time. Research regarding SAF and its distribution infrastructure is ongoing. Although SAF has been tested on some engines, there is a risk that SAF may damage engines or otherwise fail to perform as expected.
As our products have not previously been used as a commercial fuel in significant amounts, their use subjects us to product liability risks. SAF has not been used as a commercial fuel in large quantities or for a long period of time. Research regarding SAF and its distribution infrastructure is ongoing.
Each petroleum fuel provider, generally the fuel’s producer or importer (the “Regulated Party”), is required to ensure that the overall CI score for its fuel pool meets the annual CI target for a given year. A Regulated Party’s fuel pool can include gasoline, diesel and their blend stocks and substitutes. This obligation is tracked through credits and deficits.
The regulation quantifies life-cycle GHG emissions by assigning a CI score to each transportation fuel based on that fuel’s life-cycle assessment. Each petroleum fuel provider, generally the fuel’s producer or importer (the “Regulated Party”), is required to ensure that the overall CI score for its fuel pool meets the annual CI target for a given year.
Provisions in our certificate of incorporation and our bylaws may delay or prevent an acquisition of the Company.
We are subject to anti-takeover provisions in our certificate of incorporation, our bylaws and under Delaware law that could delay or prevent an acquisition of the Company, even if the acquisition would be beneficial to our stockholders. Provisions in our certificate of incorporation and our bylaws may delay or prevent an acquisition of the Company.
Fuels with a CI score lower than the annual standard earn a credit, and fuels that are higher than the standard result in a deficit. Several other states also have or are considering adopting this model. Oregon’s Clean Fuels Program, enacted in 2009 and implemented in 2016, operates using a credit system similar to the California LCFS program.
A Regulated Party’s fuel pool can include gasoline, diesel and their blend stocks and substitutes. This obligation is tracked through credits and deficits. Fuels with a CI score lower than the annual standard earn a credit, and fuels that are higher than the standard result in a deficit. Several other states also have or are considering adopting this model.
The inability to attract personnel with appropriate skills or to develop the necessary expertise could impair our ability to grow our business. We may face substantial competition from companies with greater resources and financial strength, which could adversely affect our performance and growth. We may face substantial competition in the markets for renewable hydrocarbon products.
All of our employees are at-will employees, meaning that either the employee or we may terminate their employment at any time. 23 Table of Contents We may face substantial competition from companies with greater resources and financial strength, which could adversely affect our performance and growth. We may face substantial competition in the markets for renewable hydrocarbon products.
Any changes to California’s LCFS program or failure of other states to implement similar programs could have a material adverse effect on our business and the results of our operations. Reductions or changes to existing regulations and policies may present technical, regulatory and economic barriers, which may significantly reduce demand for renewable fuels or our ability to supply our products.
Oregon’s Clean Fuels Program, enacted in 2009 and implemented in 2016, operates using a credit system similar to the California LCFS program. Any changes to California’s LCFS program or failure of other states to implement similar programs could have a material adverse effect on our business and the results of our operations.
We operate in a capital-intensive business and in order to construct our facilities, we need to raise large amounts of capital. In order to finance the construction of NZ1 and any other Net-Zero Projects, we currently expect to raise capital at the subsidiary level using third party capital.
Raising capital at a subsidiary, or project, level would result in lower revenues attributable back to us. We operate in a capital-intensive business and in order to construct our facilities, we need to raise large amounts of capital.
We do not anticipate paying cash dividends, and accordingly, stockholders must rely on stock appreciation for any return on their investment. We have never paid cash dividends on our common stock and we do not expect to pay cash dividends on our common stock at any time in the foreseeable future.
We have never paid cash dividends on our common stock and we do not expect to pay cash dividends on our common stock at any time in the foreseeable future. The future payment of dividends directly depends upon our future earnings, capital requirements, financial requirements and other factors that our board of directors will consider.
For example, if project costs exceed our estimates, it could cause us to realize significantly lower profits or greater losses on our projects. We may be unable to produce renewable hydrocarbon products in accordance with customer specifications.
For example, if project costs exceed our estimates, it could cause us to realize significantly lower profits or greater losses on our projects. An impairment of our long-lived assets or goodwill could reduce our earnings or negatively impact our financial condition and results of operations.
If we fail in our integration efforts with respect to acquisitions and are unable to efficiently operate as a combined organization, our business, financial condition and results of operations may be materially adversely affected.
If any of the above risks occur, our business, financial condition, results of operations and cash flows may be materially and adversely impacted, we may fail to meet the expectations of investors or analysts, and our stock price may decline as a result.
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Our business is capital-intensive in nature and we rely on external financing to fund our growth strategy, including the development and construction of our Net-Zero Projects and other similar growth projects. Limitations on access to external financing could adversely affect our operating results.
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We cannot assure you that with the current offtake agreements we will be able to obtain adequate financing on favorable terms, or at all, and may need to enter into additional offtake agreements or renegotiate the terms of current offtake agreements.
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We are in a capital-intensive business and we rely heavily on external financing for the costs of development and construction of our growth projects, such as NZ1, and other projected capital expenditures. Completion of our growth projects will require significant capital expenditures and construction costs.
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We continually monitor our business, the business environment and the performance of our operations to determine if an event has occurred that indicates that a long-lived asset or goodwill may be impaired.
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The recovery of the capital investment in our growth projects will generally occur over a long period of time.
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If an event occurs, which is a determination that involves judgment, we may be required to utilize cash flow projections to assess our ability to recover the carrying value based on the ability to generate future cash flows.
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As a result, we must obtain funds from external sources to help develop and construct our existing project pipeline, to help finance the acquisition of system components, to help identify and develop new projects, to help fund research and development expenses and to help pay the general and administrative costs of operating our business.
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Our long-lived assets and goodwill impairment analyses are sensitive to changes in key assumptions used in our analysis, such as expected future cash flows, the degree of volatility in equity and debt markets and our unit price.
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We may not be able to obtain the needed funds on terms acceptable to us, or at all.
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If the assumptions used in our analysis are not realized, it is possible a material impairment charge may need to be recorded in the future. We cannot accurately predict the amount and timing of any impairment of long-lived assets or goodwill.
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If we are unable to raise additional funds when needed, we could be required to delay development and construction of projects, reduce the scope of, abandon or sell some or all of our growth projects or default on our contractual commitments in the future, any of which would have a material adverse effect on our business, financial condition and operating results.
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Further, as we continue to develop our strategy regarding certain of our non-core assets, we will need to continue to evaluate the carrying value of those assets. Any additional impairment charges that we may take in the future could be material to our results of operations and financial condition.
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In addition, from time to time, we may enter into letters of intent, memoranda of understanding and other largely non-binding agreements or understandings with potential customers or partners in order to develop our business and the markets that we serve.
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We may be subject to liabilities and losses that may not be covered by insurance. Our employees and facilities are subject to the hazards associated with producing RNG and other products. Operating hazards can cause personal injury and loss of life, damage to, or destruction of, property, plant and equipment and environmental damage.
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We can make no assurance that legally binding, definitive agreements reflecting the terms of such non-binding agreements will be completed with such customers or partners, or at all. Our offtake agreements, including our take-or-pay purchase agreements, are subject to significant conditions precedent and, as a result, the revenues that we expect from such contracts may never be realized.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeThe Board oversees our enterprise risk assessment, where we assess key risks within the company, including security and technology risks and cybersecurity threats.
Biggest changeThe team provides regular reports to senior management on various cybersecurity threats, assessments and findings. 36 Table of Contents The Board oversees our enterprise risk assessment, where key risks within the company are assessed, including security and technology risks and cybersecurity threats.
We conduct regular reviews and tests of our information security program and also leverage other exercises (e.g., penetration and vulnerability testing) to evaluate the effectiveness of our information security program and improve our security measures and planning. The results of these reviews and exercises are reported to the Audit Committee.
We conduct regular reviews and tests of our information security program and also leverage other exercises ( e.g. , penetration and vulnerability testing) to evaluate the effectiveness of our information security program and improve our security measures and planning.
The Audit Committee oversees our cybersecurity risk and receives regular reports from our Chief People Officer on various cybersecurity matters, including risk assessments, mitigation strategies, areas of emerging risks, incidents and industry trends, and other areas of importance.
The Audit Committee oversees our cybersecurity risk, receives regular reports from our Chief People and IT Officer on various cybersecurity matters, including risk assessments, mitigation strategies, areas of emerging risks, incidents and industry trends, other areas of importance and provides further reporting on these topics to the Board.
These include, but are not limited to, internal reporting, monitoring and detection tools. We regularly assess risks from cybersecurity and technology threats and monitor our information systems for potential vulnerabilities. We use a widely-adopted risk quantification model to identify, measure and prioritize cybersecurity and technology risks and develop related security controls and safeguards.
These include, but are not limited to, internal reporting, monitoring and detection tools. We regularly assess risks from cybersecurity and technology threats and monitor our information systems for potential vulnerabilities.
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In addition, these threats are constantly evolving, thereby increasing the difficulty of successfully defending against them or implementing adequate preventative measures. Our Chief People Officer oversees our information security program. Team members who support our information security program have relevant educational and industry experience. The team provides regular reports to senior management on various cybersecurity threats, assessments and findings.
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To evaluate and prioritize risks, we rely on industry-standard models such as widely adopted risk quantification frameworks like NIST, which help us to identify, measure and prioritize cybersecurity and technology risks and develop related security controls and safeguards.
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We also recognize that the dynamic and evolving nature of cybersecurity threats requires a proactive and adaptive approach to our defenses, continuously assessing and enhancing our tools and strategies. Our Chief People and IT Officer oversees our information security program, which provides greater alignment of IT initiative with enterprise-wide risk management strategies.
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This dual focus on technology and organizational resilience leverages her expertise in managing complex, interconnected risks at the nexus of people and systems. Team members who support our information security program have relevant educational and industry experience.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeMine Safety Disclosures Not Applicable. ​ 40 Table of Contents PART II
Biggest changeMine Safety Disclosures Not Applicable. ​ 37 Table of Contents PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeThe stock repurchase program may be suspended or discontinued at any time and does not have an expiration date. The Company did not repurchase any shares of common stock under the stock repurchase program during the three months or fiscal year ended December 31, 2023.
Biggest changeThe stock repurchase program may be suspended or discontinued at any time and does not have an expiration date. We did not repurchase shares under the stock repurchase program during the three months ended December 31,2024. We repurchased 7.2 million shares of common stock for $4.7 million under the stock repurchase program during the year ended December 31, 2024.
Performance Graph The following information is not deemed to be “soliciting material” or to be “filed” with the SEC or subject to Regulation 14A or 14C under the Exchange Act or to the liabilities of Section 18 of the Exchange Act, and will not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except to the extent the Company specifically incorporates it by reference into such a filing. 41 Table of Contents The following line graph compares the cumulative total shareowner return on our common stock against the cumulative total return of the S&P Smallcap 600 Index and the NASDAQ Clean Edge Green Energy Index for the each of the five years ended December 31, 2023.
Performance Graph The following information is not deemed to be “soliciting material” or to be “filed” with the SEC or subject to Regulation 14A or 14C under the Exchange Act or to the liabilities of Section 18 of the Exchange Act, and will not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except to the extent the Company specifically incorporates it by reference into such a filing. 38 Table of Contents The following line graph compares the cumulative total shareowner return on our common stock against the cumulative total return of the S&P Smallcap 600 Index and the NASDAQ Clean Edge Green Energy Index for the each of the five years ended December 31, 2024.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market Information The Company’s common stock is listed and traded on The Nasdaq Capital Market under the symbol “GEVO”. Holders of Record As of January 31, 2024, there were approximately 69 holders of record of our common stock.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market Information The Company’s common stock is listed and traded on The Nasdaq Capital Market under the symbol “GEVO”. Holders of Record As of January 31, 2025, there were approximately 136 holders of record of our common stock.
COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN Among Gevo, Inc., The S&P Smallcap 600 Index and the NASDAQ Clean Edge Green Energy Index ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, December 31, December 31, December 31, December 31, December 31, ​ 2018 2019 2020 2021 2022 2023 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Gevo, Inc. ​ $ 100.00 ​ $ 117.86 ​ $ 216.84 ​ $ 218.37 ​ $ 96.94 ​ $ 59.18 S&P Smallcap 600 ​ 100.00 ​ 122.78 ​ 136.64 ​ 173.29 ​ 145.39 ​ 168.73 NASDAQ Clean Edge Green Energy ​ 100.00 ​ 142.67 ​ 406.35 ​ 395.62 ​ 276.35 ​ 248.97 ​ The information in the graph will not be considered solicitation material, nor will it be filed with the SEC or incorporated by reference into any future filing under the Securities Act or the Exchange Act, unless we specifically incorporate it by reference into our filing.
COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN Among Gevo, Inc., The S&P Smallcap 600 Index and the NASDAQ Clean Edge Green Energy Index ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, December 31, December 31, December 31, December 31, December 31, ​ 2019 2020 2021 2022 2023 2024 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Gevo, Inc. ​ $ 100.00 ​ $ 183.98 ​ $ 185.28 ​ $ 82.25 ​ $ 50.22 ​ $ 90.48 S&P Smallcap 600 ​ 100.00 ​ 111.29 ​ 141.13 ​ 118.41 ​ 137.42 ​ 149.37 NASDAQ Clean Edge Green Energy ​ 100.00 ​ 284.83 ​ 277.30 ​ 193.70 ​ 174.51 ​ 141.58 ​ The information in the graph will not be considered solicitation material, nor will it be filed with the SEC or incorporated by reference into any future filing under the Securities Act or the Exchange Act, unless we specifically incorporate it by reference into our filing.
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Item 6. [Reserved] ​ 42 Table of Contents
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At an average price per share equal to $0.66. We did not repurchase shares under the stock repurchase program during the year ended December 31, 2023. As of December 31, 2024, approximately $20.3 million remained available under the stock repurchase program.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeThe following table summarizes the key operating metrics described above, which metrics we use to measure performance: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ ​ ​ ​ ​ (in thousands, unless otherwise indicated) 2023 2022 Change Change % Revenues ​ ​ ​ Natural gas commodity ​ $ 659 ​ $ 640 ​ $ 19 ​ 3 % Natural gas environmental attributes - RINs ​ 9,888 ​ 214 ​ 9,674 ​ 4,521 % Natural gas environmental attributes - LCFS ​ 4,910 ​ — ​ 4,910 ​ 100 % Total revenues ​ $ 15,457 ​ $ 854 ​ $ 14,603 ​ ​ ​ Production expenses (1) ​ $ 11,481 ​ $ 2,626 ​ $ 8,855 ​ 337 % RNG metrics ​ ​ ​ ​ ​ RNG production volumes (MMBtu) ​ 314 ​ 125 ​ 189 ​ 151 % Plus: prior period RNG volumes dispensed in current period ​ 116 ​ — ​ 116 ​ 100 % Less: RNG production volumes not dispensed ​ (34) ​ (116) ​ 82 ​ (71) % Total RNG volumes available for RIN and LCFS generation (2) ​ 396 ​ 9 ​ 387 ​ 4,300 % RIN metrics ​ ​ ​ ​ ​ RIN generation (3) ​ 4,639 ​ 101 ​ 4,538 ​ 4,493 % Plus: Prior period RINs ​ — ​ — ​ — ​ — % Total RINs available for sale ​ 4,639 ​ 101 ​ 4,538 ​ 4,493 % Less: RINs sold ​ (4,639) ​ (101) ​ (4,538) ​ 4,493 % RIN inventory ​ — ​ — ​ — ​ ​ ​ RNG volumes not dispensed for RINs (MMBtu) (4) ​ 34 ​ 116 ​ (82) ​ (71) % Average realized RIN price (5) ​ $ 2.13 ​ $ 2.13 ​ $ — ​ — % LCFS metrics ​ ​ ​ ​ ​ LCFS generation (6) ​ ​ 76 ​ ​ — ​ ​ 76 ​ 100 % Less: LCFS sold ​ ​ (76) ​ ​ — ​ ​ (76) ​ 100 % LCFS inventory ​ ​ — ​ ​ — ​ ​ — ​ ​ ​ RNG volumes not dispensed for LCFS (MMBtu) ​ 34 ​ 116 ​ (82) ​ (71) % Average realized LCFS price (5) ​ $ 64.79 ​ $ — ​ $ 64.79 ​ 100 % (1) The higher per unit cost reflects lower production volumes during the commissioning and ramp-up phase, which was substantially completed by the end of Q3 2023.
Biggest changeThe following table summarizes the key operating metrics described above, recorded on the RNG segment, which metrics we use to measure performance: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ ​ ​ ​ ​ (in thousands, unless otherwise indicated) 2024 2023 Change Change % Operating revenues ​ ​ ​ Renewable natural gas ​ $ 691 ​ $ 659 ​ $ 32 ​ 5 % Environmental attributes - RINs ​ 11,661 ​ 9,888 ​ 1,773 ​ 18 % Environmental attributes - LCFS ​ 3,444 ​ 4,910 ​ (1,466) ​ (30) % Total operating revenues ​ $ 15,796 ​ $ 15,457 ​ $ 339 ​ ​ ​ Cost of production ​ $ 11,600 ​ $ 11,481 ​ $ 119 ​ 1 % RNG metrics (MMBtu) ​ ​ ​ ​ ​ RNG production volumes ​ 367 ​ 314 ​ 53 ​ 17 % Plus: prior period RNG volumes dispensed in current period ​ 34 ​ 116 ​ (82) ​ (71) % Less: RNG production volumes not dispensed ​ (18) ​ (34) ​ 16 ​ (47) % Total RNG volumes available for RIN and LCFS generation (1) ​ 383 ​ 396 ​ (13) ​ (3) % RIN metrics ​ ​ ​ ​ ​ RIN generation (2) ​ 4,486 ​ 4,639 ​ (153) ​ (3) % Less: RINs sold ​ (4,486) ​ (4,639) ​ 153 ​ (3) % RIN inventory ​ — ​ — ​ — ​ ​ ​ RNG volumes not dispensed for RINs (MMBtu) (3) ​ 18 ​ 34 ​ (16) ​ (47) % Average realized RIN price (4) ​ $ 2.60 ​ $ 2.13 ​ $ 0.47 ​ 22 % LCFS metrics ​ ​ ​ ​ ​ LCFS generation (5) ​ ​ 68 ​ ​ 76 ​ ​ (8) ​ (11) % Less: LCFS sold ​ ​ (68) ​ ​ (76) ​ ​ 8 ​ (11) % LCFS inventory ​ ​ — ​ ​ — ​ ​ — ​ ​ ​ RNG volumes not dispensed for LCFS (MMBtu) ​ 18 ​ 34 ​ (16) ​ (47) % Average realized LCFS price (4) ​ $ 51.01 ​ $ 64.79 ​ $ (13.78) ​ (21) % (1) Represents gas production which has not been dispensed to generate RINs and LCFS.
Our robust scientific measurement, reporting, and verification plan and approach is expected to provide a high-quality credit that should meet regulated compliance and unregulated carbon markets.
Our robust scientific measurement, reporting, and verification plan and approach is expected to provide a high-quality credit that should meet regulated compliance and unregulated carbon markets. Contracts .
The “net-zero” concept means Gevo expects that by using sustainably grown feedstock (e.g., low till, no-till and dry corn cultivation), renewable and substantially decarbonized energy sources, drop-in hydrocarbon fuels can be produced that have a net-zero, full life cycle footprint measured from the capture of renewable carbon through the burning of the fuel.
The “net zero” concept means Gevo expects that by using sustainably grown feedstock (e.g., low till, no-till cultivation) and renewable and substantially decarbonized energy sources, drop-in hydrocarbon fuels can be produced that have a net zero, full life cycle footprint measured from the capture of renewable carbon through the burning of the fuel.
This discussion contains forward-looking statements that involve significant risks and uncertainties. As a result of many factors, such as those set forth under “Risk Factors” in Part I, Item 1A of this Annual Report, our actual results may differ materially from those anticipated in these forward-looking statements. This section of this Report discusses year-to-year comparisons between 2023 and 2022.
This discussion contains forward-looking statements that involve significant risks and uncertainties. As a result of many factors, such as those set forth under “Risk Factors” in Part I, Item 1A of this Annual Report, our actual results may differ materially from those anticipated in these forward-looking statements. This section of this Report discusses year-to-year comparisons between 2024 and 2023.
The complete Management’s Discussion and Analysis of Financial Condition and Results of Operations for year-to-year comparisons between 2022 and 2021 and other discussions of 2021 items can be found within Part II, Item 7, of our Annual Report on Form 10-K for the year ended December 31, 2022, filed with the SEC on March 9, 2023, which is available free of charge on the SEC’s website at www.sec.gov and our corporate website at www.gevo.com.
The complete Management’s Discussion and Analysis of Financial Condition and Results of Operations for year-to-year comparisons between 2023 and 2022 and other discussions of 2022 items can be found within Part II, Item 7, of our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on March 7, 2024, which is available free of charge on the SEC’s website at www.sec.gov and our corporate website at www.gevo.com.
The Luverne Facility is well equipped and positioned as a development site as it provides a unique opportunity to showcase our decarbonization and business systems and raise awareness for future partnerships, investors, and local communities, even though operations at the site have been minimized.
The Luverne Facility is well equipped and positioned as a development site as it provides a unique opportunity to showcase our decarbonization and business systems and raise awareness with future partnerships, investors, and local communities, even though operations at the site have been minimized.
We are also working to secure access to carbon capture and sequestration at the site. We are evaluating and performing early site development work at several sites in the U.S. for other greenfield sites. These sites include several greenfield locations that are particularly advantageous in terms of potential economics, opportunities to decarbonize, and time to market.
We are also working to secure access to carbon capture and sequestration at the site. 41 Table of Contents We are evaluating and performing early site development work at several sites in the U.S. for other greenfield sites. These sites include several locations that are particularly advantageous in terms of potential economics, opportunities to decarbonize, and time to market.
In addition, we are pursuing potential Net-Zero Projects with several existing ethanol plant sites. Existing ethanol plants need to be decarbonized with renewable energy or de-fossilized energy and/or carbon sequestration. Gevo has developed a preferred list of potential partners and sites with decarbonization in mind and is engaged in preliminary feasibility and development discussions with several of these potential partners.
In addition, we are pursuing potential Alcohol-to-Jet Projects with several existing ethanol plant sites. Existing ethanol plants need to be decarbonized with renewable energy or de-fossilized energy and/or carbon sequestration. Gevo has developed a preferred list of potential partners and sites with decarbonization in mind and is engaged in preliminary feasibility and development discussions with several of these potential partners.
Sources of Our Revenues Our current and historic revenues are primarily derived from: (i) the sale of RNG commodities and the related environmental attributes; (ii) licensing and development sales; (iii) hydrocarbon sales consisting primarily of the sale of isooctane derived from our isobutanol and SAF; and (iv) the sale of isobutanol and related products.
Sources of Our Revenues Our current and historic revenues are primarily derived from: (i) the sale of RNG commodities and the related environmental attributes; (ii) licensing and development sales; (iii) hydrocarbon sales consisting primarily of the sale of isooctane derived from our isobutanol and SAF; (iv) software services; and (v) the sale of isobutanol and related products.
The mission of Verity (“Verity”), including Verity Tracking and Verity Carbon Solutions, is to document CI and other sustainability attributes and apply Distributed Ledger Technology, commonly referred to as blockchain, to create a record of the products throughout the entire business system. Verity starts by calculating carbon intensity of feedstocks from data collected at the farm and field level.
The mission of Verity is to document CI and other sustainability attributes and apply Distributed Ledger Technology, commonly referred to as blockchain, to create a record of the products throughout the entire business system. Verity starts by calculating carbon intensity of feedstocks from data collected at the farm and field level.
The workforce adjustment which resulted allowed us to retain key personnel and redeploy some resources to our NZ1 and RNG projects to provide valuable knowledge and experience for the future strategic growth of the Company.
The workforce adjustment which resulted allowed us to retain key personnel and redeploy some resources to our ATJ-60 and RNG projects to provide valuable knowledge and experience for the future strategic growth of the Company.
(6) LCFS credits are generally generated in the calendar quarter following the gas being dispensed. ​ 47 Table of Contents Results of Operations The following discussion of our financial condition and results of operations should be read in conjunction with our Consolidated Financial Statements and the notes to those Consolidated Financial Statements appearing in this Annual Report.
(5) LCFS credits are generally generated in the calendar quarter following the gas being dispensed. ​ 46 Table of Contents Results of Operations The following discussion of our financial condition and results of operations should be read in conjunction with our Consolidated Financial Statements and the notes to those Consolidated Financial Statements appearing in this Annual Report.
In March 2023, we entered into a joint development framework agreement with Southwest Iowa Renewable Energy; in August 2023, we entered into a joint development framework agreement with a second ethanol producer in the Midwest that has over 100 million gallons of capacity; and in October 2023, we entered into an agreement with a third ethanol producer in the Southwest.
In March 2023, we entered into a joint development framework agreement with Southwest Iowa Renewable Energy; in August 2023, we entered into a joint development framework agreement with a second ethanol producer in the midwestern U.S. that has over 100 million gallons of capacity; and in October 2023, we entered into an agreement with a third ethanol producer in the southwestern U.S.
Project development costs consist of consulting, preliminary engineering costs, personnel expenses (including stock-based compensation) and research and development expenses to support the business activities of our Net-Zero Projects. Depreciation and Amortization.
Project development costs consist of consulting, preliminary engineering costs, personnel expenses (including stock-based compensation) and research and development expenses to support the business activities of our Alcohol-to-Jet Projects. Depreciation and Amortization.
“Financial Statements and Supplemental Data,” of this Report, for a discussion of recent accounting pronouncements. 52 Table of Contents
“Financial Statements and Supplemental Data,” of this Report, for a discussion of recent accounting pronouncements.
The use of project debt and third party equity allows us to conserve capital for use on other growth projects. We expect to apply similar development and financing strategies to future Net-Zero Projects to enable growth of SAF production to meet demand for SAF.
The use of project debt and third-party equity allows us to conserve capital for use on other growth projects. We expect to apply similar development and financing strategies to future Alcohol-to-Jet Projects to grow our SAF production to meet the demand for SAF.
Cash distributions from future NZ1 earnings would be proportionate to Gevo’s ownership in NZ1 under this expected financing structure which would allow us to conserve and redeploy our capital on other growth projects, including our Net-Zero 2 project (“NZ2”).
Cash distributions from future ATJ-60 earnings would be proportionate to Gevo’s ownership in ATJ-60 under this expected financing structure which would allow us to conserve and redeploy our capital on other growth projects, including our Alcohol-to-Jet 2 project.
We expect to use our cash, cash equivalents, and restricted cash for the following purposes: (i) identification, development, engineering, licensing, acquisition and construction of production facilities and the Company’s other Net-Zero Projects; (ii) potential investment in RNG projects; (iii) potential development of the Luverne Facility; (iv) operating activities at the Company’s corporate headquarters in Colorado, including research and development work; (v) exploration of strategic alternatives and additional financing, including project financing; and (vi) future debt service obligations.
We expect to use our cash, cash equivalents, and restricted cash for the following purposes: (i) identification, development, engineering, licensing, acquisition and construction of production facilities and the Company’s Alcohol-to-Jet Projects; (ii) in combination with project level debt, the acquisition of Red Trail Energy; (iii) potential investment in RNG projects; (iv) operating activities at the Company’s corporate headquarters in Colorado, including research and development work; (v) exploration of strategic alternatives and additional financing, including project financing; and (vi) debt service obligations associated with any future borrowings.
The project expects to create critical structural climate-smart market incentives for low CI corn as well as to accelerate the production of SAF to reduce the sector’s dependency on fossil-based fuels.
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. LG Chem Agreement. In April 2023, we entered into a joint development agreement with LG Chem, Ltd.
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 year ended December 31, 2023, we sold 313,572 MMBtu of RNG from our RNG project, resulting in biogas commodity sales of $0.7 million and environmental attribute sales of $14.8 million, see Key Operating Metrics above.
During the year ended December 31, 2024, we sold 366,557 MMBtu of RNG from our RNG project, resulting in biogas commodity sales of $0.7 million and environmental attribute sales of $15.1 million, see Key Operating Metrics above.
Additionally, we recognized $1.3 million of licensing and development revenue from the agreement with LG Chem as well as $0.4 million from the sale of isooctane during the year ended December 31, 2023. Cost of production.
Additionally, we recognized $0.8 million of licensing and development revenue from the agreement with LG Chem as well as $0.3 million from the sale of isooctane and software services during the year ended December 31, 2024. Cost of production. Cost of production remained consistent during the year ended December 31, 2024, compared to the year ended December 31, 2023.
The net cash outflow from changes in operating assets and liabilities increased $23.9 million, primarily due to an increase in cash outflows of $23.0 million related to prepaid expenses and other current assets, deposits and other assets, $2.6 million related to increases in accounts receivable as well as $0.9 million related to accounts payable and accrued liabilities.
The net cash outflow from changes in operating assets and liabilities decreased $10.1 million, primarily due to a decrease in cash outflows of $6.6 million related to prepaid expenses and other current assets, deposits and other assets, $2.6 million related to increases in accounts receivable as well as $2.4 million related to accounts payable and accrued liabilities.
(“LG Chem”) a leading global chemical company to develop bio-propylene for renewable chemicals using our Ethanol-to-Olefins (“ETO”) technology. Gevo’s proprietary ETO technology can target carbon neutral or carbon negative drop-in replacements for traditional petroleum-based building blocks called olefins, including bio-propylene, which can be used for renewable chemicals or fuels including sustainable aviation fuel.
Gevo’s proprietary ETO technology can target carbon neutral or carbon negative drop-in replacements for traditional petroleum-based building blocks called olefins, including bio-propylene, which can be used for renewable chemicals or fuels including sustainable aviation fuel.
Project Updates Net-Zero Projects. Our concept of “Net-Zero Projects” is a series of planned facilities to produce energy dense liquid hydrocarbons using renewable energy and our proprietary technology.
Our concept of “Alcohol-to-Jet Projects” is a series of planned facilities to produce energy dense liquid hydrocarbons using renewable energy and our proprietary technology.
In 2022, the activities at our Luverne Facility were transitioned to care and maintenance, market development, and customer education, as we shifted focus to our Net Zero Projects.
The 2GFuel must meet certain quality specifications set forth in the Shell Agreement. Luverne Facility. In 2022, the activities at our Luverne Facility were transitioned to care and maintenance, market development, and customer education, as we shifted focus to our Net Zero Projects.
These were partially offset by $2.7 million of decreased costs associated with the sale of environmental attribute inventory .
These were partially offset by $1.4 million of increased costs associated with the sale of environmental attribute inventory .
We plan to track these feedstocks through production at our plants where we intend to use a mix of renewable electricity, biogas, renewable hydrogen and other potentially decarbonized energy sources in production. The CI data would then be combined to deliver a comprehensive CI reduction in a finished renewable fuel.
We plan to track these feedstocks through production at our plants where we intend to use a mix of renewable electricity, biogas, renewable hydrogen and other potentially decarbonized energy sources in production.
Under the terms of the agreement, we will provide the core enabling technology it has developed for renewable olefins to be produced from low-carbon ethanol and together the parties will collaborate to accelerate the pilot research, technical scale-up, and commercialization of bio-propylene. LG Chem is expected to bear all scale-up costs for chemicals and make certain payments to Gevo.
Under the terms of the agreement with LG Chem, we will provide the core enabling technology we have developed for renewable olefins to be produced from low-carbon ethanol and will collaborate with LG Chem to accelerate the pilot research, technical scale-up, and commercialization of bio-propylene.
(2) Represents gas production which has not been dispensed to generate RINs and LCFS. (3) RINs are generally generated in the month following the gas being dispensed . (4) One MMBtu of RNG has approximately the same energy content as 11.727 gallons of ethanol, and thus may generate 11.727 RINs under the RFS Program.
(2) RINs are generally generated in the month following the gas being dispensed . (3) One MMBtu of RNG has approximately the same energy content as 11.727 gallons of ethanol and thus may generate 11.727 RINs under the RFS Program. (4) Realized prices for environmental attributes are net of third-party commissions and thus do not correspond directly to index prices.
Our products will be produced in three steps: the first step is milling the corn to produce the carbohydrates needed for the production of SAF while simultaneously enabling the production of protein and oil; the second step produces alcohols using carbohydrate-based fermentation; and the third step is the conversion of the alcohols into hydrocarbons. 43 Table of Contents We work with several technology, design and equipment partners, most notably Fluid Quip Technologies (FQT), Axens, and Praj.
Our products will be produced in three steps: the first step is milling the corn to produce the carbohydrates needed for the production of SAF while simultaneously enabling the production of protein and oil; the second step produces alcohols using carbohydrate-based fermentation; and the third step is the conversion of the alcohols into hydrocarbons.
Research and development expense decreased $0.8 million during the year ended December 31, 2023, compared to the year ended December 31, 2022, primarily due to a reduction of consulting expenses, partially offset by an increase in personnel related costs due to additional headcount added during the year ended December 31, 2023. General and administrative expense .
Research and development expense decreased $1.1 million during the year ended December 31, 2024, compared to the year ended December 31, 2023, primarily due to a reduction of consulting expenses and personnel related costs during the year ended December 31, 2024. General and administrative expense .
We use the Argonne National Laboratory’s Greenhouse gases, Regulated Emissions, and Energy use in Transportation model (the “GREET Model”) to measure, predict and verify GHG emissions across the life cycle of our products.
We believe that this addresses the global need of economically reducing GHG emissions with “drop in” sustainable alternatives to petroleum fuels. We use the Argonne National Laboratory’s Greenhouse gases, Regulated Emissions, and Energy use in Transportation model (the “GREET Model”) to measure, predict and verify GHG emissions across the life cycle of our products.
Our primary market focus, given current demand and growing customer interest, is hydrocarbon fuels, and SAF in particular. We believe that SAF from carbohydrates to alcohol is the most economically viable approach for carbon abatement.
Our primary market focus, given the large demand and growing customer interest, is net zero hydrocarbon fuels, including SAF. We believe that SAF produced from a carbohydrate-to-alcohol process is the most economically viable approach to generate value from carbon abatement.
General and administrative expense increased $2.7 million during the year ended December 31, 2023, compared to the year ended December 31, 2022, primarily due to increases in personnel costs related to the hiring of highly qualified and skilled professionals, professional consulting fees, and stock-based compensation . On a periodic basis, we assess our Corporate cost allocation estimates.
General and administrative expense increased $3.2 million during the year ended December 31, 2024, compared to the year ended December 31, 2023, primarily due to increases in personnel costs related to the hiring of highly qualified and skilled professionals, and professional consulting fees, partially offset by a decrease in stock-based compensation . Project development costs .
We also have commercial opportunities for other renewable hydrocarbon products, such as RNG; hydrocarbons for gasoline blendstocks and diesel fuel; ingredients for the chemical industry, such as ethylene and butenes; plastics and materials; and other chemicals. Global fuel consumption by commercial airlines continues to remain strong, with global fuel consumption of more than 100 MGPY and growing .
We also have commercial opportunities for other renewable hydrocarbon products, such as RNG; hydrocarbons for gasoline and racing fuel blendstocks and diesel fuel; ingredients for the chemical industry, such as ethylene and butenes for plastics and materials; and other chemicals.
During the year ended December 31, 2023, revenue increased $16.0 million compared to the year ended December 31, 2022, primarily due to sales of RNG and environmental attributes from our RNG project. Sales under our RNG project commenced in the third quarter of 2022.
During the year ended December 31, 2024, operating revenue decreased $0.3 million compared to the year ended December 31, 2023, primarily due to lower sales of environmental attributes from our RNG project.
Notwithstanding, there can be no assurance that we will be able to raise additional funds or achieve or sustain profitability or positive cash flows from operations.
In addition, we may seek additional capital, on acceptable terms, through arrangements with strategic partners or from other sources. Notwithstanding, there can be no assurance that we will be able to raise additional funds or achieve or sustain profitability or positive cash flows from operations.
The following table sets forth the major sources and uses of cash for each of the periods set forth below (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2023 2022 Net cash used in operating activities $ (53,719) $ (44,311) Net cash provided by investing activities ​ $ 114,129 ​ $ 85,092 Net cash (used in) provided by financing activities ​ $ (189) ​ $ 138,562 ​ Operating Activities Our primary uses of cash from operating activities are personnel-related expenses, and research and development-related expenses, including costs incurred under development agreements, costs of licensing of technology, legal-related costs, expenses for the development and commercialization of routes to efficiently produce fuels and chemicals from renewable feedstock carbohydrates using alcohols (isobutanol and ethanol) as an intermediate.
Our transition to profitability is dependent upon, among other things, the successful development and commercialization of our projects, the development, licensing, acquisition and construction of commercial level production facilities to support our offtake agreements, the achievement of a level of revenues adequate to support the Company’s cost structure, and the ability to raise capital to finance the development, licensing, acquisition, and construction of additional production facilities. 49 Table of Contents The following table sets forth the major sources and uses of cash for each of the periods set forth below (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2024 2023 Net cash used in operating activities $ (57,383) $ (53,719) Net cash (used in) provided by investing activities ​ $ (51,819) ​ $ 114,129 Net cash used in financing activities ​ $ (7,362) ​ $ (189) ​ Operating Activities Our primary uses of cash from operating activities are personnel-related expenses, and research and development-related expenses, including costs incurred under development agreements, costs of licensing of technology, legal-related costs, and expenses for the development and commercialization of routes to efficiently produce fuels and chemicals from renewable feedstock carbohydrates using alcohols (isobutanol and ethanol) as an intermediate.
These plant-based, renewable olefins would be derived from atmospheric CO2 captured through photosynthesis and are expected to deliver the same performance in final products on the market today.
These plant-based, renewable olefins would be derived from atmospheric CO2 captured through photosynthesis and are expected to deliver the same performance in final products on the market today. The market opportunities for these building blocks include low-carbon polypropylene, polyethylene and similar chemical products whose market size for low-carbon solutions is $400.0 – $500.0 billion.
Investing Activities During the year ended December 31, 2023, we had $114.1 million in cash provided by investing activities, of which $168.6 million related to proceeds from sales and maturities of marketable securities, partially offset by $54.5 million of investments in our capital projects, including $28.2 million in NZ1, $6.4 million in the RNG Project, and $19.9 million in other projects. 51 Table of Contents We completed the value engineering on our NZ1 project and are proceeding with detailed engineering, modularization design, and capital costs updates.
During the year ended December 31, 2023, we had $114.1 million in cash provided by investing activities, of which $168.6 million related to proceeds from sales and maturities of marketable securities, partially offset by $54.5 million of investments in our capital projects, including $28.2 million in ATJ-60, $6.4 million in the RNG Project, and $19.9 million in other projects. 50 Table of Contents Financing Activities During the year ended December 31, 2024, we had $7.4 million of net cash used in financing activities, due to payments for repurchases of the Company’s common stock, debt issuance costs, finance lease liabilities, and equipment loans, partially offset by proceeds from the exercise of warrants.
There is increasing regulatory and stakeholder pressure on global corporations to lower emissions. These trends are driving demand for carbon credits, giving rise to two sets of markets, the regulated compliance carbon market and the unregulated voluntary carbon market, both of which could grow meaningfully in the coming decades.
These trends are driving demand for carbon credits, giving rise to two sets of markets, the regulated compliance carbon market and the unregulated voluntary carbon market, both of which could grow meaningfully in the coming decades. Verity intends to document and account for carbon capture in conjunction with scientifically supported measurement techniques.
Direct labor includes compensation (including stock-based compensation) of personnel directly involved in production operations. Other operating costs include utilities and natural gas and wind power usage. Research and Development. Our research and development expense consists of costs incurred to identify, develop and test our technologies for the production of renewable hydrocarbon products and the development of downstream applications thereof.
Direct labor includes compensation (including stock-based compensation) of personnel directly involved in production operations. Other operating costs include utilities and natural gas and wind power usage. 48 Table of Contents Research and Development.
These potential sites include greenfield and brownfield (i.e., at an existing ethanol plant) locations that are advantageous in terms of potential economics, opportunities to decarbonize, and time to market.
Gevo is in the process of identifying and performing early site development work for additional Alcohol-to-Jet production locations. These potential sites include greenfield and brownfield (i.e., at an existing ethanol plant) locations that are advantageous in terms of potential economics, opportunities to decarbonize, and time to market. Early development work at the Red Trail Energy site is currently underway.
In addition, our termination of the expediting procurement agreement with a local utility resulted in a one-time charge of $1.6 million in 2023 .
Other income increased $1.6 million during the year ended December 31, 2024, compared to the year ended December 31, 2023, primarily due our termination of the expediting procurement agreement with a local utility which resulted in a one-time charge of $1.6 million in 2023 .
We have incurred losses since inception, have a significant accumulated deficit, and expect to incur losses for the foreseeable future. Historically we have financed our operations primarily with proceeds from the issuance of equity, warrants, debt securities, and borrowings under debt facilities. Our current sources of cash include sales of RNG, environmental attributes, and licensing fees.
Historically we have financed our operations primarily with proceeds from the issuance of equity, warrants, borrowings under debt facilities, and interest income. Our current sources of cash include sales of RNG, environmental attributes, and licensing fees. We may also fund future operations through additional private and/or public offerings of equity or debt securities.
Project development costs increased $4.7 million during the year ended December 31, 2023, compared to the year ended December 31, 2022, primarily due to increases in personnel costs and consulting fees. Facility idling costs. Facility idling costs are related to care and maintenance of our Luverne Facility.
Project development costs are related to our future Alcohol-to-Jet Projects and Verity and consist primarily of employee expenses, preliminary engineering costs, and technical consulting costs . Project development costs increased $3.4 million during the year ended December 31, 2024, compared to the year ended December 31, 2023, primarily due to patent related costs, increases in personnel costs, and consulting fees.
In addition, LG Chem agreed to make certain payments to us upon commencement of commercialization as follows: ● $5.0 million upon commencement of commercialization, to be paid ratably over a period of five years. ● 1% royalty on Net Sales for the first production facility beginning six years from commercial operation. ● 1% royalty on Net Sales for all subsequent production facilities upon commencement of operations. ​ Nasdaq Listing Rules Compliance ​ On February 29, 2024, we received notice from Nasdaq that we were not in compliance with Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Price Requirement”), as the minimum bid price of our common stock had been below $1.00 per share for the previous 30 consecutive business days.
In addition, LG Chem agreed to make certain payments to us upon commencement of commercialization as follows: ● $5.0 million upon commencement of commercialization, to be paid ratably over a period of five years. ● 1% royalty on Net Sales for the first production facility beginning six years from commercial operation. ● 1% royalty on Net Sales for all subsequent production facilities upon commencement of operations.
We believe as a result of our cash and cash equivalents balances, and the performance of our current and expected operations, we will be able to meet our obligations and other potential cash requirements during the next 12 months from the date of this report . 50 Table of Contents Since our inception in 2005, we have devoted most of our cash resources to the development and commercialization of routes to efficiently produce fuels and chemicals from carbohydrates, such as renewable feedstock, using alcohols (isobutanol and ethanol) as intermediates.
We believe that as a result of our cash and cash equivalents balances and the performance of our current and expected operations, we will be able to meet our obligations and other potential cash requirements during the next 12 months from the date of this report.
Our failure to regain compliance during the compliance period could result in delisting. 46 Table of Contents Key Operating Metrics Total operating revenues reflect both sales of RNG and sales of related environmental attributes. As a result, our revenues are primarily affected by unit production of RNG, production of environmental attributes, and the prices at which we monetize such production.
As a result, our revenues are primarily affected by unit production of RNG, production of environmental attributes, and the prices at which we monetize such production.
Interest expense . Interest expense increased by $1.0 million during the year ended December 31, 2023, compared to the year ended December 31, 2022, primarily due to the interest on the 2021 Bonds, which was capitalized into construction in process during the construction phase of our RNG Project in the prior periods. Interest and investment income .
Interest expense increased by $1.7 million during the year ended December 31, 2024, compared to the year ended December 31, 2023, and was primarily comprised of interest on the Remarketed Bonds. Interest and investment income .
The liquid hydrocarbons, when burned, are expected to have a “net-zero” GHG footprint. Along with the hydrocarbons, NZ1 is expected to produce approximately 695,000 tons per year of high-value protein products for use in the food chain and more than 34 million pounds per year of corn oil.
Along with the hydrocarbons, ATJ-60 is expected 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 partners are working with us on proprietary process designs that have the potential to lower capital and operating cost in the future. The advantage of utilizing Fluid Quip and Axens area operation and related process designs which are well proven in other applications, we believe we have chosen technology which is substantially de-risked.
The advantage of utilizing FQT and Axens for our operation and related process designs, which are proven in other applications, is that we believe we have chosen technology which is substantially de-risked. We have substantially completed the engineering design on our ATJ-60 project and are proceeding with detailed engineering and modularization design.
During the year ended December 31, 2023, net cash used in operating activities was $53.7 million compared to $44.3 million for the year ended December 31, 2022.
During the year ended December 31, 2024, net cash used in operating activities was $57.4 million compared to $53.7 million for the year ended December 31, 2023. Non-cash charges primarily consisted of stock-based compensation expense of $14.7 million and depreciation and amortization of $18.3 million.
The Company expects to retain an equity interest in the project and may invest equity in the project using the proceeds from the reimbursement of the Company’s NZ1 development expenditures.
We currently expect to finance the construction of ATJ-60 at the subsidiary level using a combination of our own, third-party, and debt capital. The Company expects to retain an equity interest in the project and may invest equity in the project using the proceeds from the reimbursement of the Company’s ATJ-60 development expenditures.
Our initial Net-Zero Project, Net-Zero 1 (“NZ1”), is expected to be located in Lake Preston, South Dakota, and is being currently designed to produce approximately 65 million gallons per year (“MGPY”) of total hydrocarbon volumes, including 60 MGPY of SAF, which would fulfill part of our approximately 350 MGPY of SAF and hydrocarbon supply agreements.
Our initial Alcohol-to-Jet Project, which we refer to as “ATJ-60”, is expected to be located in Lake Preston, South Dakota, and is being designed to produce approximately 65 million gallons per year (“MGPY”) of total hydrocarbon volumes, including 60 MGPY of SAF. The liquid hydrocarbons, when burned, are expected to have a “net zero” GHG footprint.
Financing Activities During the year ended December 31, 2023, we had $0.2 million of net cash used in financing activities, due to payments for equipment loans and finance lease liabilities. We currently expect to finance the construction of NZ1 at the subsidiary level using a combination of our own, third-party, and debt capital.
We expect to apply similar development and financing strategies to future Alcohol-to-Jet Projects to enable growth of SAF production to meet demand for SAF. During the year ended December 31, 2023, we had $0.2 million of net cash used in financing activities, due to payments for equipment loans and finance lease liabilities.
Increasing the modularization of the plant design is also expected to reduce our spend in advance of securing third-party equity and debt financing for NZ1 and increase the certainty of construction schedule for those counterparties. In order to achieve full construction financing for NZ1, we need to secure third-party equity and debt. Upon receiving an invitation from the U.S.
Increasing the modularization of the plant design is expected to reduce our spend in advance of securing third-party equity and debt financing for ATJ-60 and increase the certainty of the construction schedule for those counterparties. We currently expect to finance the construction of ATJ-60 at the subsidiary level using a combination of Company equity, third-party capital, and non-recourse debt.
The Company expects to have invested a cumulative total of $236 to $286 million of cash equity in the project at financial close. Cash distributions from future NZ1 earnings would be proportionate to Gevo’s ownership in NZ1 under this expected financing structure.
Year to date 2024, the Company expects the remaining spend until the financial close of ATJ-60 to fall below the previously estimated range. Cash distributions from future ATJ-60 earnings would be proportionate to Gevo’s ownership in ATJ-60 under this expected financing structure.
This detail engineering work is focused specifically on increasing the modularization of component parts on the NZ1 plant design, which means that we expect that the process equipment would be built into modules at a factory, then the modules would be assembled onsite at NZ1, with the goal of minimizing specialized field work typical in plant construction of this type.
The current detailed engineering work is focused on increasing the modularization of component parts on the ATJ-60 plant design, with the goal to build the process equipment into modules at a factory, then assemble onsite.
We are focused on transforming renewable energy into energy-dense liquid hydrocarbons that can be used as renewable fuels, such as sustainable aviation fuel (“SAF”), with the potential to achieve a “net-zero” greenhouse gas (“GHG”) footprint. We believe that this addresses the global need of reducing GHG emissions with “drop in” sustainable alternatives to petroleum fuels.
To serve these markets, we are developing commercial projects for converting renewable energy into energy-dense, liquid hydrocarbons that can be used as renewable fuels, such as SAF, with the potential to achieve a cost competitive “net zero” greenhouse gas (“GHG”) footprint.
We continue to evaluate incentive opportunities recently introduced by the Inflation Reduction Act, which may positively impact the future economics of our operation at Luverne . U.S. Department of Agriculture. In September 2023, we executed a Notice of Grant and Agreement Award with the U.S.
We continue to evaluate incentive opportunities recently introduced by the Inflation Reduction Act, which may positively impact the future economics of our operation at Luverne. Investment Tax Credit Sales. On September 18, 2024, we sold approximately $15.3 million in Investment Tax Credits (“ITCs”) to an undisclosed corporate buyer.
Liquidity and Capital Resources As of December 31, 2023, we had cash and cash equivalents of $298.3 million and current restricted cash of $77.3 million, totaling $375.6 million in cash, cash equivalents, and restricted cash. As of December 31, 2023, we had net working capital of $295.0 million, with $91.4 million of current liabilities.
Liquidity and Capital Resources As of December 31, 2024, we had cash and cash equivalents of $189.4 million and current restricted cash of $69.6 million, totaling $259.0 million in cash, cash equivalents, and restricted cash. Our cash equivalents consist of investments in U.S. government money market funds.
Comparison of the Years Ended December 31, 2023 and 2022 (in thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ ​ 2023 2022 Change ($) Change (%) Total operating revenues ​ $ 17,200 ​ $ 1,175 ​ $ 16,025 ​ 1,364 % Operating expenses: ​ ​ ​ ​ ​ ​ Cost of production ​ 11,991 ​ 8,698 ​ 3,293 ​ 38 % Depreciation and amortization ​ ​ 19,007 ​ ​ 7,887 ​ ​ 11,120 ​ 141 % Research and development expense ​ 6,637 ​ 7,427 ​ (790) ​ (11) % General and administrative expense ​ 42,628 ​ 39,941 ​ 2,687 ​ 7 % Project development costs ​ 14,732 ​ 10,061 ​ 4,671 ​ 46 % Facility idling costs ​ 4,040 ​ 4,599 ​ (559) ​ (12) % Impairment loss ​ — ​ 24,749 ​ (24,749) ​ (100) % Loss on disposal of assets ​ — ​ 499 ​ (499) ​ (100) % Total operating expenses ​ 99,035 ​ 103,861 ​ (4,826) ​ (5) % Loss from operations ​ (81,835) ​ (102,686) ​ 20,851 ​ (20) % Other income (expense) ​ ​ ​ ​ ​ ​ Interest expense ​ (2,161) ​ (1,167) ​ (994) ​ 85 % Interest and investment income ​ 19,090 ​ 3,481 ​ 15,609 ​ 448 % Other income (expense), net ​ (1,309) ​ 2,365 ​ (3,674) ​ (155) % Total other income, net ​ 15,620 ​ 4,679 ​ 10,941 ​ 234 % Net loss ​ $ (66,215) ​ $ (98,007) ​ $ 31,792 ​ (32) % ​ Operating revenue.
Comparison of the Years Ended December 31, 2024 and 2023 (in thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ ​ 2024 2023 Change ($) Change (%) Total operating revenues ​ $ 16,915 ​ $ 17,200 ​ $ (285) ​ (2) % Operating expenses: ​ ​ ​ ​ ​ ​ Cost of production ​ 12,002 ​ 11,991 ​ 11 ​ 0 % Depreciation and amortization ​ ​ 18,298 ​ ​ 19,007 ​ ​ (709) ​ (4) % Research and development expense ​ 5,576 ​ 6,637 ​ (1,061) ​ (16) % General and administrative expense ​ 45,798 ​ 42,628 ​ 3,170 ​ 7 % Project development costs ​ 18,166 ​ 14,732 ​ 3,434 ​ 23 % Acquisition related costs ​ ​ 4,932 ​ ​ — ​ ​ 4,932 ​ 100 % Facility idling costs ​ 2,967 ​ 4,040 ​ (1,073) ​ (27) % Total operating expenses ​ 107,739 ​ 99,035 ​ 8,704 ​ 9 % Loss from operations ​ (90,824) ​ (81,835) ​ (8,989) ​ 11 % Other income (expense) ​ ​ ​ ​ ​ ​ Interest expense ​ (3,879) ​ (2,161) ​ (1,718) ​ 80 % Interest and investment income ​ 15,740 ​ 19,090 ​ (3,350) ​ (18) % Other income (expense), net ​ 323 ​ (1,309) ​ 1,632 ​ (125) % Total other income, net ​ 12,184 ​ 15,620 ​ (3,436) ​ (22) % Net loss ​ $ (78,640) ​ $ (66,215) ​ $ (12,425) ​ 19 % ​ Operating revenue.
We received $1.1 million, net of foreign taxes of $0.2 million, in the second quarter of 2023 under the agreement, and we expect to receive an additional $1.2 million over the next two years to help defray costs associated with the joint development efforts.
We expect to receive an additional $0.4 million through 2025 to help defray costs associated with the joint development efforts.
Interest and investment income increased $15.6 million during the year ended December 31, 2023, compared to the year ended December 31, 2022, primarily due t o an increase in interest earned on our cash equivalent investments as a result of higher interest rates. 49 Table of Contents Other income.
Interest and investment income decreased $3.4 million during the year ended December 31, 2024, compared to the year ended December 31, 2023, primarily due to the usage of cash for our capital projects and operating costs, resulting in a lower balance of cash equivalent investments during the year ended December 31, 2024 . Other income.
FQT and Axens provide area operation designs which have been incorporated into Gevo’s proprietary overall design of low CI carbohydrate-to-hydrocarbon plants, such as NZ1 plant. Praj is working with us on the proprietary design and construction of prefabricated process modules for our plants.
We work with several technology, design and equipment partners, most notably Fluid Quip Technologies (“FQT”), Axens North America, Inc. (“Axens”), and PRAJ Industries Limited (“Praj”). FQT and Axens provide area operation designs which have been incorporated into Gevo’s proprietary overall design of low carbon intensity (“CI”) carbohydrate-to-hydrocarbon plants, such as our ATJ-60 plant.
We are currently refining project cost estimates with engineering, procurement, and construction (“EPC”) partners to identify cost saving opportunities, and currently expect to finance the construction of NZ1 at the subsidiary level using a combination of Company equity and third-party capital, to include non-recourse debt.
We currently expect to finance the construction of ATJ-60 at the subsidiary level using a combination of Company equity and third-party capital, to include non-recourse debt. The Company previously projected a range of $90.0 – $125.0 million to be spent on ATJ-60 between January 2024 and the financial close of ATJ-60.
We plan to give priority to existing industrial plant sites that have attractive potential economics and high predictability of timeline for decarbonization. Renewable Natural Gas Project. The Gevo RNG project started up and began producing and injecting initial volumes of biogas in 2022, during the project’s testing and ramp-up period.
We plan to give priority to existing industrial plant sites that have attractive potential economics and high predictability of timeline for decarbonization. Red Trail Energy Asset Purchase Agreement.
We completed the value engineering on our NZ1 project and are proceeding with detailed engineering, modularization design, and capital costs updates.
We have substantially completed the engineering design on our ATJ-60 project and are proceeding with detailed engineering and modularization design. We are refining the project cost estimates with EPC partners to identify opportunities to reduce and negotiate the cost.
The project achieved stable production levels and surpassed our annual production target of 310,000 MMBtu for 2023.
In 2023, the project achieved stable production levels and surpassed our annual production target of 310,000 million British thermal units (“MMBtu”). In addition, in 2024 we completed an expansion to the RNG Project to increase its annual expected output from 355,000 MMBtu to 400,000 MMBtu.
We expect that our NZ1 plant start-up date will occur twenty-four to thirty months after the NZ1 financing closes, the timing of which is uncertain. In parallel with the DOE-guaranteed loan process, we continue to explore debt financing for NZ1 without the benefit of the DOE-guaranteed loan.
The focus is now on negotiating and closing this DOE loan and our project level equity financing as quickly as possible. We expect that our ATJ-60 plant start-up date will occur approximately thirty-six months after the ATJ-60 financing closes, the timing of which is uncertain.
The resulting CI reduction value has potential to be quantified as a digital asset and monetized in voluntary or compliance carbon markets, and providing compliance needs for tax incentives while preventing double-counting. We believe that in the future, regenerative agricultural practices have the potential to sequester large quantities of soil organic carbon while improving soil health.
The aggregated CI data supports a finished renewable fuel with a net CI reduction which can be quantified as a digital asset and monetized in voluntary or compliance carbon markets, and used to meet compliance requirements for tax incentives while preventing double-counting.
The Company expects to have invested a cumulative total of $236 to $286 million of cash equity in the project at financial close. Cash distributions from future NZ1 earnings would be proportionate to Gevo’s ownership in NZ1 under this expected financing structure.
Cash distributions from future ATJ-60 earnings would be proportionate to Gevo’s ownership in ATJ-60 under this expected financing structure. The use of project debt and third-party equity allows us to conserve capital for use on other growth projects.
We expect to apply similar development and financing strategies to NZ2 and future Net-Zero Projects to enable growth of SAF production to meet demand for SAF.
We expect to apply similar development and financing strategies to future Alcohol-to-Jet Projects to grow our SAF production to meet the demand for SAF. In order to achieve full construction financing for ATJ-60, we need to secure third-party equity and debt.
The Company’s loss from operations decreased by $20.9 million during the year ended December 31, 2023, compared to the year ended December 31, 2022, primarily due to increased revenue from RNG operations and LG Chem licensing in 2023, as well as the prior year impairment loss, partially offset by the increase in costs for our Net-Zero, Verity, and USDA Climate-Smart Grant projects .
Loss from operations. The Company’s loss from operations increased by $9.0 million during the year ended December 31, 2024, compared to the year ended December 31, 2023, primarily due to the increase in costs related to acquisitions, general and administrative expenses, and project development costs. Interest expense .
In addition, we completed an expansion to the Gevo RNG project to increase its annual design capacity from 355,000 MMBtu to 400,000 MMBtu. 44 Table of Contents Gevo’s revenue from the RNG project in Northwest Iowa (the “RNG Project”) stems from sales of RNG and from the environmental attributes associated with its RNG sales, including the attributes available from California’s Low Carbon Fuel Standard (“LCFS”) program and the U.S.
Gevo’s RNG revenue primarily stems from the RNG Project’s sales of the environmental attributes associated with RNG. These include attributes available from California’s Low Carbon Fuel Standard (“LCFS”) program and the U.S. Environmental Protection Agency (“EPA”) Renewable Fuels Standard (“RFS”) program (“RFS Program”) to receive renewable identification numbers (“RINs”).
During the year ended December 31, 2022, we had $85.1 million in cash provided by investing activities, of which $299.6 million related to proceeds from sales and maturities of marketable securities, partially offset by the reinvestment of $130.4 million in marketable securities, and $84.1 million of investments in our capital projects, including $34.7 million in the RNG Project, $43.3 million in NZ1 and $2.0 million in other Net-Zero Projects, as well as $4.1 million in other isobutanol related projects.
Investing Activities During the year ended December 31, 2024, we had $51.8 million in cash used in investing activities, comprised of $51.1 million of investments in our capital projects, including $45.4 million in GevoFuels, $3.9 million in the RNG Project, and $1.8 million in Verity platform development .
We have substantially completed value engineering and we are now focusing on detail engineering with an EPC partner, to reduce and contractually finalize a negotiated lump-sum, fixed price agreement whereby the EPC will build and deliver the plant.
We are refining the project cost estimates with engineering, procurement, and construction (“EPC”) partners to identify opportunities to reduce and negotiate the cost. After which, we expect to sign a lump-sum, fixed price agreement for the EPC to build and deliver the plant.
During the first quarter of 2023, we received approval for a temporary pathway under California’s Low Carbon Fuel Standard (“LCFS”) program. We continue to realize substantial sales for our environmental attributes of both LCFS credits and RINs in 2023 . Verity.
Gevo was granted registration approval by the EPA in 2022, allowing us to participate in the RFS Program to receive RINs. We have operated under a temporary pathway from California’s LCFS program, which we received during the first quarter of 2023.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

6 edited+1 added−3 removed6 unchanged
Biggest changeThis concentration increases our exposure to credit risk on our receivables, since the financial insolvency of these customers could have a significant impact on our results of operations. Equity Price Risk We have in the past, and may in the future, seek to acquire additional funding by sale of common stock and other equity.
Biggest changeCredit Risk We are subject to credit risk due to the concentration of our RNG receivables with a limited number of significant customers. This concentration increases our exposure to credit risk on our receivables, since the financial insolvency of these customers could have a significant impact on our results of operations.
The estimated annual impact of a hypothetical 10% decrease in the average realized price per RIN and per LCFS credit would have a negative effect on our operating profit of approximately $1.0 million and $0.5 million, respectively. The price of RNG changes in relation to the market prices of wholesale gas.
The estimated annual impact of a hypothetical 10% decrease in the average realized price per RIN and per LCFS credit would have a negative effect on our operating profit of approximately $1.2 million and $0.3 million, respectively. The price of RNG changes in relation to the market prices of wholesale gas.
Our analysis. which may differ from actual results, was based on our actual 2023 effective interest rate earned on our cash and cash equivalents. The estimated annual impact of a hypothetical 0.25% decrease in market interest rates would have a negative impact on our interest income of approximately $2.8 million.
Our analysis. which may differ from actual results, was based on our actual 2024 effective interest rate earned on our cash and cash equivalents. The estimated annual impact of a hypothetical 0.25% decrease in market interest rates would have a negative impact on our interest income of approximately $0.5 million.
Our analysis. which may differ from actual results, was based on our actual 2023 gas production sold pursuant to contracts that do not provide for a fixed or floor price of approximately $2.10/MMBtu.
Our analysis. which may differ from actual results, was based on our actual 2024 gas production sold pursuant to contracts that do not provide for a fixed or floor price of approximately $1.89/MMBtu.
We have prepared a sensitivity analysis to estimate our exposure to market risk with respect to RIN and LCFS prices. Our analysis, which may differ from actual results, based on our actual 2023 RINs and LCFS sold of approximately $2.08 and $64.79 respectively.
We have prepared a sensitivity analysis to estimate our exposure to market risk with respect to RIN and LCFS prices. Our analysis, which may differ from actual results, based on our actual 2024 RINs and LCFS sold of approximately $2.60 and $51.01 respectively.
The price of our common stock has been volatile in the past and may also be volatile in the future. As a result, there is a risk that we may not be able to sell our common stock at an acceptable price should the need for new equity funding arise. ​ 53 Table of Contents
As a result, there is a risk that we may not be able to sell our common stock at an acceptable price should the need for new equity funding arise. ​ 52 Table of Contents
Removed
We are exposed to further market risk related to changes in interest rates through our 2021 Bonds, see Footnote 15 to the Consolidated Financial Statements for additional information.
Added
Equity Price Risk We have in the past, and may in the future, seek to acquire additional funding through the sale of common stock and other equity. The price of our common stock has been volatile in the past and may also be volatile in the future.
Removed
Our analysis, which may differ from actual results, was based on the anticipated future interest rate that is expected to be entered into under the 2021 Bond remarketing under a Trust Indenture dated April 1, 2021 (the “Indenture”) between the Authority and Citibank, N.A. as trustee (the “Trustee”), which is expected to occur no later than April 1, 2024.
Removed
We anticipate an increase in our interest rates to 4.5%, with a resulting negative impact on our annual interest expense of $2.0 million. Credit Risk We are subject to credit risk due to the concentration of our RNG receivables with a limited number of significant customers.

Other GEVO 10-K year-over-year comparisons