[10-Q] Gevo, Inc. Quarterly Earnings Report
Gevo, Inc. (GEVO) reported a sharp operating turnaround in Q2 2025 as revenue rose to $43.4 million from $5.3 million a year earlier, producing a GAAP net income of $2.7 million for the quarter versus a loss in the prior-year period. For the six months the company recorded $72.5 million of revenue and a consolidated net loss of $19.0 million, driven by acquisition-related costs, depreciation and tax-credit accounting.
The company completed the Red Trail Energy acquisition (purchase price ~$210.3 million), adding an ethanol facility, carbon capture and sequestration assets, customer-related intangibles (~$46.3 million) and goodwill (~$39.8 million). Gevo recognized $21.5 million of Section 45Z clean fuel production tax credits as intangible assets and as a reduction to cost of goods sold and entered into a transfer agreement to monetize those credits. Cash and equivalents fell to $57.3 million at June 30, 2025, with restricted cash of $69.6 million; financing included a ~$105 million senior secured term loan and $5 million equity from a partner.
Gevo, Inc. (GEVO) ha registrato una netta ripresa operativa nel 2° trimestre 2025: i ricavi sono saliti a $43.4 million rispetto a $5.3 million un anno prima, producendo un utile netto GAAP di $2.7 million per il trimestre contro una perdita nel periodo dell’anno precedente. Nei primi sei mesi la società ha rilevato ricavi per $72.5 million e una perdita netta consolidata di $19.0 million, trainata da costi legati all’acquisizione, ammortamenti e contabilizzazione di crediti d’imposta.
L’azienda ha completato l’acquisizione di Red Trail Energy (prezzo d’acquisto ~$210.3 million), integrando un impianto di etanolo, asset per cattura e stoccaggio del carbonio, intangibili clienti (~$46.3 million) e avviamento (~$39.8 million). Gevo ha rilevato $21.5 million di crediti d’imposta per la produzione di carburanti puliti ai sensi della Sezione 45Z come attività immateriali e come riduzione del costo del venduto, ed ha stipulato un accordo di trasferimento per monetizzare tali crediti. La liquidità e gli equivalenti di cassa sono scesi a $57.3 million al 30 giugno 2025, con cassa vincolata di $69.6 million; il finanziamento includeva un prestito senior garantito a termine di circa $105 million e $5 million di capitale da un partner.
Gevo, Inc. (GEVO) reportó un fuerte giro operativo en el 2T 2025: los ingresos aumentaron a $43.4 million desde $5.3 million un año antes, generando un ingreso neto GAAP de $2.7 million para el trimestre frente a una pérdida en el periodo previo. En los seis meses la compañía registró ingresos por $72.5 million y una pérdida neta consolidada de $19.0 million, impulsada por costos relacionados con la adquisición, depreciación y la contabilización de créditos fiscales.
La compañía completó la adquisición de Red Trail Energy (precio de compra ~$210.3 million), incorporando una planta de etanol, activos de captura y secuestro de carbono, intangibles relacionados con clientes (~$46.3 million) y goodwill (~$39.8 million). Gevo reconoció $21.5 million en créditos fiscales de la Sección 45Z por producción de combustible limpio como activos intangibles y como reducción del costo de los bienes vendidos, y firmó un acuerdo de transferencia para monetizar esos créditos. La caja y equivalentes bajaron a $57.3 million al 30 de junio de 2025, con efectivo restringido de $69.6 million; la financiación incluyó un préstamo senior garantizado a plazo de ~$105 million y $5 million en capital de un socio.
Gevo, Inc. (GEVO)는 2025년 2분기에 뚜렷한 영업 반등을 기록했습니다. 매출은 1년 전의 $5.3 million에서 $43.4 million으로 증가했으며, 분기 기준 GAAP 순이익은 $2.7 million을 기록해 전년 동기 손실을 털고 흑자로 전환했습니다. 상반기에는 매출 $72.5 million과 인수 관련 비용, 감가상각 및 세액공제 회계 처리로 인한 통합 순손실 $19.0 million을 기록했습니다.
회사는 Red Trail Energy 인수를 완료했습니다(매수가격 약 $210.3 million), 이에 따라 에탄올 공장, 탄소 포집 및 저장 자산, 고객 관련 무형자산(~$46.3 million) 및 영업권(~$39.8 million)이 추가되었습니다. Gevo는 섹션 45Z에 따른 청정 연료 생산 세액공제 $21.5 million을 무형자산 및 매출원가 차감 항목으로 인식했으며, 해당 세액공제를 현금화하기 위한 양도 계약을 체결했습니다. 현금 및 현금성자산은 2025년 6월 30일 기준 $57.3 million으로 감소했으며 제한된 현금은 $69.6 million이었습니다. 자금 조달에는 약 $105 million의 선순위 담보 기간 대출과 파트너로부터의 $5 million 지분이 포함되었습니다.
Gevo, Inc. (GEVO) a enregistré un net redressement opérationnel au 2T 2025 : le chiffre d’affaires est passé de $5.3 million un an plus tôt à $43.4 million, générant un résultat net GAAP de $2.7 million pour le trimestre, contre une perte l’année précédente. Sur les six mois, la société a réalisé $72.5 million de revenus et une perte nette consolidée de $19.0 million, principalement due à des coûts liés à l’acquisition, des amortissements et la comptabilisation de crédits d’impôt.
La société a finalisé l’acquisition de Red Trail Energy (prix d’achat ~$210.3 million), ajoutant une usine d’éthanol, des actifs de capture et de stockage du carbone, des actifs incorporels liés aux clients (~$46.3 million) et un goodwill (~$39.8 million). Gevo a comptabilisé $21.5 million de crédits d’impôt Section 45Z pour la production de carburants propres en immobilisations incorporelles et en réduction du coût des ventes, et a conclu un accord de transfert pour monétiser ces crédits. La trésorerie et équivalents sont tombés à $57.3 million au 30 juin 2025, avec des liquidités restreintes de $69.6 million ; le financement comprenait un prêt senior garanti à terme d’environ $105 million et $5 million de capitaux propres d’un partenaire.
Gevo, Inc. (GEVO) verzeichnete im 2. Quartal 2025 eine deutliche operative Wende: der Umsatz stieg von $5.3 million im Vorjahr auf $43.4 million, womit ein GAAP-Nettogewinn von $2.7 million für das Quartal erzielt wurde – nach einem Verlust im Vorjahreszeitraum. Für das Halbjahr meldete das Unternehmen Umsatzerlöse von $72.5 million und einen konsolidierten Nettoverlust von $19.0 million, verursacht durch akquisitionsbedingte Kosten, Abschreibungen und die Bilanzierung von Steueranreizen.
Das Unternehmen schloss die Übernahme von Red Trail Energy ab (Kaufpreis ~$210.3 million) und erwarb dadurch eine Ethanol-Anlage, Carbon-Capture- und Speicheranlagen, kundenbezogene immaterielle Vermögenswerte (~$46.3 million) sowie Goodwill (~$39.8 million). Gevo hat $21.5 million an Steuergutschriften für saubere Kraftstoffproduktion nach Abschnitt 45Z als immaterielle Vermögenswerte und zur Verringerung der Herstellungskosten aktiviert und einen Übertragungsvertrag zur Monetarisierung dieser Gutschriften abgeschlossen. Kassenbestand und Zahlungsmitteläquivalente sanken zum 30. Juni 2025 auf $57.3 million, mit eingeschränkten Zahlungsmitteln von $69.6 million; die Finanzierung umfasste ein Senior Secured Term Loan von rund $105 million und $5 million Eigenkapital von einem Partner.
- Substantial revenue increase: Total operating revenues rose to $43.4M in Q2 2025 from $5.3M a year earlier.
- Quarterly GAAP profitability: Q2 2025 net income of $2.7M (net income attributable to Gevo $2.1M) versus prior-year loss.
- Red Trail acquisition: Completed acquisition adds ethanol production, carbon capture & sequestration, customer intangibles (~$46.3M) and goodwill (~$39.8M) to support SAF strategy.
- Tax credit recognition and monetization: Recognized $21.5M of Section 45Z clean fuel production tax credits and entered a transfer agreement to monetize credits (initial $4.7M recorded).
- Financing secured to fund acquisition: Senior secured term loan (~$99.5M net) and other proceeds including $105M loan proceeds in financing activities.
- Cash and liquidity decline: Cash and cash equivalents decreased to $57.3M from $189.4M at December 31, 2024; total cash plus restricted cash declined to $126.9M at June 30, 2025.
- Increased leverage and liabilities: Total liabilities rose to $222.3M from $94.5M, including loans payable of $99.97M and remarketed bonds payable balances.
- Six-month net loss: Consolidated net loss for the six months ended June 30, 2025 was $19.0M (net loss attributable to Gevo $19.6M), reflecting integration, depreciation and acquisition costs.
- Significant goodwill and intangible additions: Goodwill increased to $43.6M and identifiable intangible assets increased substantially, leading to higher future amortization ($5.6M of amortization recorded in six months).
- Redeemable non-controlling interest and contingent obligations: A redeemable non-controlling interest (fair value ~$5.7M) with put/call features is recorded in mezzanine equity, creating potential cash outflow obligations.
Insights
TL;DR Revenue and quarterly profitability improved materially, but liquidity tightened and leverage increased after the Red Trail acquisition.
Q2 revenue of $43.4M (vs. $5.3M) and a Q2 net income of $2.7M represent a meaningful operational inflection driven by newly acquired ethanol production and product sales. However, cash and cash equivalents declined to $57.3M from $189.4M at year-end, and total liabilities rose to $222.3M from $94.5M, reflecting the ~$210M acquisition funded with cash, a ~$99.5M senior secured term loan and other financing. Operating cash use remained significant ($26.6M used in six months), and amortization/intangible expense will add ongoing non-cash charges. Investors should weigh the near-term improvement in revenue and tax-credit monetization against the company's tighter liquidity and increased leverage.
TL;DR The Red Trail acquisition materially expands feedstock, ethanol output and CCS capabilities and explains most of the revenue and asset growth.
The acquisition, accounted as a business combination, increased property, plant and equipment to $344.9M and added $46.3M of customer-related intangibles and $39.8M of goodwill. Pro forma revenue metrics show the combination lifts reported sales (pro forma three-month revenue reported at $43.4M vs. $39.8M pro forma prior). The deal provides strategic CCS assets and tax-credit generation (Section 45Z) that are being monetized via a transfer agreement. Financing structure—mix of ~$105M term loan, cash and $5M equity from a partner—enabled the close but increased leverage and temporary redeemable non-controlling interest treatment for the partner stake. Overall impact: strategically significant and growth-enabling, with near-term financing and integration risks to manage.
Gevo, Inc. (GEVO) ha registrato una netta ripresa operativa nel 2° trimestre 2025: i ricavi sono saliti a $43.4 million rispetto a $5.3 million un anno prima, producendo un utile netto GAAP di $2.7 million per il trimestre contro una perdita nel periodo dell’anno precedente. Nei primi sei mesi la società ha rilevato ricavi per $72.5 million e una perdita netta consolidata di $19.0 million, trainata da costi legati all’acquisizione, ammortamenti e contabilizzazione di crediti d’imposta.
L’azienda ha completato l’acquisizione di Red Trail Energy (prezzo d’acquisto ~$210.3 million), integrando un impianto di etanolo, asset per cattura e stoccaggio del carbonio, intangibili clienti (~$46.3 million) e avviamento (~$39.8 million). Gevo ha rilevato $21.5 million di crediti d’imposta per la produzione di carburanti puliti ai sensi della Sezione 45Z come attività immateriali e come riduzione del costo del venduto, ed ha stipulato un accordo di trasferimento per monetizzare tali crediti. La liquidità e gli equivalenti di cassa sono scesi a $57.3 million al 30 giugno 2025, con cassa vincolata di $69.6 million; il finanziamento includeva un prestito senior garantito a termine di circa $105 million e $5 million di capitale da un partner.
Gevo, Inc. (GEVO) reportó un fuerte giro operativo en el 2T 2025: los ingresos aumentaron a $43.4 million desde $5.3 million un año antes, generando un ingreso neto GAAP de $2.7 million para el trimestre frente a una pérdida en el periodo previo. En los seis meses la compañía registró ingresos por $72.5 million y una pérdida neta consolidada de $19.0 million, impulsada por costos relacionados con la adquisición, depreciación y la contabilización de créditos fiscales.
La compañía completó la adquisición de Red Trail Energy (precio de compra ~$210.3 million), incorporando una planta de etanol, activos de captura y secuestro de carbono, intangibles relacionados con clientes (~$46.3 million) y goodwill (~$39.8 million). Gevo reconoció $21.5 million en créditos fiscales de la Sección 45Z por producción de combustible limpio como activos intangibles y como reducción del costo de los bienes vendidos, y firmó un acuerdo de transferencia para monetizar esos créditos. La caja y equivalentes bajaron a $57.3 million al 30 de junio de 2025, con efectivo restringido de $69.6 million; la financiación incluyó un préstamo senior garantizado a plazo de ~$105 million y $5 million en capital de un socio.
Gevo, Inc. (GEVO)는 2025년 2분기에 뚜렷한 영업 반등을 기록했습니다. 매출은 1년 전의 $5.3 million에서 $43.4 million으로 증가했으며, 분기 기준 GAAP 순이익은 $2.7 million을 기록해 전년 동기 손실을 털고 흑자로 전환했습니다. 상반기에는 매출 $72.5 million과 인수 관련 비용, 감가상각 및 세액공제 회계 처리로 인한 통합 순손실 $19.0 million을 기록했습니다.
회사는 Red Trail Energy 인수를 완료했습니다(매수가격 약 $210.3 million), 이에 따라 에탄올 공장, 탄소 포집 및 저장 자산, 고객 관련 무형자산(~$46.3 million) 및 영업권(~$39.8 million)이 추가되었습니다. Gevo는 섹션 45Z에 따른 청정 연료 생산 세액공제 $21.5 million을 무형자산 및 매출원가 차감 항목으로 인식했으며, 해당 세액공제를 현금화하기 위한 양도 계약을 체결했습니다. 현금 및 현금성자산은 2025년 6월 30일 기준 $57.3 million으로 감소했으며 제한된 현금은 $69.6 million이었습니다. 자금 조달에는 약 $105 million의 선순위 담보 기간 대출과 파트너로부터의 $5 million 지분이 포함되었습니다.
Gevo, Inc. (GEVO) a enregistré un net redressement opérationnel au 2T 2025 : le chiffre d’affaires est passé de $5.3 million un an plus tôt à $43.4 million, générant un résultat net GAAP de $2.7 million pour le trimestre, contre une perte l’année précédente. Sur les six mois, la société a réalisé $72.5 million de revenus et une perte nette consolidée de $19.0 million, principalement due à des coûts liés à l’acquisition, des amortissements et la comptabilisation de crédits d’impôt.
La société a finalisé l’acquisition de Red Trail Energy (prix d’achat ~$210.3 million), ajoutant une usine d’éthanol, des actifs de capture et de stockage du carbone, des actifs incorporels liés aux clients (~$46.3 million) et un goodwill (~$39.8 million). Gevo a comptabilisé $21.5 million de crédits d’impôt Section 45Z pour la production de carburants propres en immobilisations incorporelles et en réduction du coût des ventes, et a conclu un accord de transfert pour monétiser ces crédits. La trésorerie et équivalents sont tombés à $57.3 million au 30 juin 2025, avec des liquidités restreintes de $69.6 million ; le financement comprenait un prêt senior garanti à terme d’environ $105 million et $5 million de capitaux propres d’un partenaire.
Gevo, Inc. (GEVO) verzeichnete im 2. Quartal 2025 eine deutliche operative Wende: der Umsatz stieg von $5.3 million im Vorjahr auf $43.4 million, womit ein GAAP-Nettogewinn von $2.7 million für das Quartal erzielt wurde – nach einem Verlust im Vorjahreszeitraum. Für das Halbjahr meldete das Unternehmen Umsatzerlöse von $72.5 million und einen konsolidierten Nettoverlust von $19.0 million, verursacht durch akquisitionsbedingte Kosten, Abschreibungen und die Bilanzierung von Steueranreizen.
Das Unternehmen schloss die Übernahme von Red Trail Energy ab (Kaufpreis ~$210.3 million) und erwarb dadurch eine Ethanol-Anlage, Carbon-Capture- und Speicheranlagen, kundenbezogene immaterielle Vermögenswerte (~$46.3 million) sowie Goodwill (~$39.8 million). Gevo hat $21.5 million an Steuergutschriften für saubere Kraftstoffproduktion nach Abschnitt 45Z als immaterielle Vermögenswerte und zur Verringerung der Herstellungskosten aktiviert und einen Übertragungsvertrag zur Monetarisierung dieser Gutschriften abgeschlossen. Kassenbestand und Zahlungsmitteläquivalente sanken zum 30. Juni 2025 auf $57.3 million, mit eingeschränkten Zahlungsmitteln von $69.6 million; die Finanzierung umfasste ein Senior Secured Term Loan von rund $105 million und $5 million Eigenkapital von einem Partner.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934 |
For the transition period from to
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Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act:
Large accelerated filer | ☐ | Accelerated filer | ☐ |
☒ | Smaller reporting company | ||
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
As of August 7, 2025,
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GEVO, INC.
FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2025
TABLE OF CONTENTS
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PART I. FINANCIAL INFORMATION | ||
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Item 1. | Financial Statements | 3 |
| Condensed Consolidated Balance Sheets as of June 30, 2025 and December 31, 2024 (unaudited) | 3 |
| Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2025 and 2024 (unaudited) | 4 |
| Condensed Consolidated Statements of Stockholders’ Equity for the three and six months ended June 30, 2025 and 2024 (unaudited) | 5 |
| Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2025 and 2024 (unaudited) | 6 |
| Notes to Condensed Consolidated Financial Statements (unaudited) | 7 |
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Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 37 |
Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 52 |
Item 4. | Controls and Procedures | 52 |
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PART II. OTHER INFORMATION | ||
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Item 1. | Legal Proceedings | 54 |
Item 1A. | Risk Factors | 54 |
Item 2. | Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities | 54 |
Item 3. | Defaults Upon Senior Securities | 54 |
Item 4. | Mine Safety Disclosures | 54 |
Item 5. | Other Information | 54 |
Item 6. | Exhibits | 55 |
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| Signatures | 56 |
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PART I: FINANCIAL INFORMATION
Item 1. Financial Statements.
GEVO, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited, in thousands, except share and per share amounts)
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See the accompanying Notes to the Condensed Consolidated Financial Statements.
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GEVO, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited, in thousands, except share and per share amounts)
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Other (expense) income, net |
|
| ( | |
| ( | |
| ( | | | |
Total other (expense) income, net |
|
| ( | |
| | |
| ( | |
| |
Net income (loss) |
| | | | | ( | | | ( | | | ( |
Net income attributable to redeemable non-controlling interest | | | | | | — | | | | | | — |
Net income (loss) attributable to Gevo, Inc. | | $ | | | $ | ( | | $ | ( | | $ | ( |
| | | | | | | | | | | | |
Net income (loss) per share - basic |
| $ | | | $ | ( | | $ | ( | | $ | ( |
Net income (loss) per share - diluted | | $ | | | $ | ( | | $ | ( | | $ | ( |
Weighted-average common shares outstanding - basic | | | | | | | | | | | | |
Weighted-average common shares outstanding - diluted |
|
| | |
| | |
| | | | |
See the accompanying Notes to the Condensed Consolidated Financial Statements.
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GEVO, INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(Unaudited, in thousands, except share amounts)
| | | | | | | | | | | | | | | | | |
| | For the Three Months Ended June 30, 2025 and 2024 | |||||||||||||||
| | Stockholders' Equity | | Mezzanine Equity | |||||||||||||
| | | | | | | | | | | | | | | | Redeemable | |
| | Common Stock | | | | | Accumulated | | Stockholders’ |
| Non-Controlling | ||||||
|
| Shares |
| Amount |
| Paid-In Capital |
| Deficit | | Equity | | Interest | |||||
Balance, March 31, 2025 |
| | | $ | | | $ | | | $ | ( | | $ | | | $ | |
Non-cash stock-based compensation |
| — | | | — | | | | |
| — | |
| | | | — |
Stock-based awards and related share issuances, net |
| | |
| | |
| ( | |
| — | |
| | | | — |
Change in redemption value of redeemable non-controlling interest | | — | | | — | | | — | | | ( | | | ( | | | |
Net income |
| — | |
| — | |
| — | |
| | |
| | | | |
Balance, June 30, 2025 |
| | | $ | | | $ | | | $ | ( | | $ | | | $ | |
| | | | | | | | | | | | | | | | | |
Balance, March 31, 2024 |
| | | $ | | | $ | |
| $ | ( | | $ | | | | — |
Non-cash stock-based compensation |
| — | |
| — | |
| | |
| — | |
| | | | — |
Stock-based awards and related share issuances, net | | | | | | | | ( | | | — | | | | | | — |
Repurchase of common stock | | ( | | | ( | | | ( | | | — | | | ( | | | — |
Issuance of common stock upon exercise of warrants |
| — | |
| | |
| — | |
| — | |
| — | | | — |
Net loss |
| — | |
| | |
| — | |
| ( | |
| ( | | | — |
Balance, June 30, 2024 |
| | | $ | | | $ | | | $ | ( | | $ | | | $ | — |
| | | | | | | | | | | | | | | | | |
| | For the Six Months Ended June 30, 2025 and 2024 | |||||||||||||||
| | Stockholders' Equity | | Mezzanine Equity | |||||||||||||
| | | | | | | | | | | | | | | | Redeemable | |
| | Common Stock | | | | | Accumulated | | Stockholders’ |
| Non-Controlling | ||||||
|
| Shares |
| Amount |
| Paid-In Capital |
| Deficit | | Equity | | Interest | |||||
Balance, December 31, 2024 |
| |
| $ | |
| $ | |
| $ | ( | | $ | | | $ | — |
Issuance of redeemable non-controlling interest | | | | | | | | | | | | | | | | | |
Non-cash stock-based compensation |
| — | |
| — | |
| | |
| — | |
| | | | — |
Stock-based awards and related share issuances, net |
| | |
| | |
| | |
| — | |
| | | | — |
Change in redemption value of redeemable non-controlling interest | | — | | | — | | | — | | | ( | | | ( | | | |
Net income (loss) |
| — | |
| — | |
| — | |
| ( | |
| ( | | | |
Balance, June 30, 2025 |
| | | $ | | | $ | | | $ | ( | | $ | | | $ | |
| | | | | | | | | | | | | | | | | |
Balance, December 31, 2023 |
| |
| $ | |
| $ | |
| $ | ( | | $ | | | | — |
Non-cash stock-based compensation |
| — | |
| — | |
| | |
| — | |
| | | | — |
Stock-based awards and related share issuances, net | | | |
| | |
| | |
| — | |
| | | | — |
Repurchase of common stock | | ( | | | ( | | | ( | | | — | | | ( | | | — |
Net loss |
| — | |
| — | |
| — | |
| ( | |
| ( | | | — |
Balance, June 30, 2024 |
| | | $ | | | $ | | | $ | ( | | $ | | | $ | — |
See the accompanying Notes to the Condensed Consolidated Financial Statements.
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GEVO, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited, in thousands)
| | | | | | |
| | Six Months Ended June 30, | ||||
|
| 2025 |
| 2024 | ||
Operating Activities |
| |
|
| |
|
Net loss |
| $ | ( | | $ | ( |
Adjustments to reconcile net loss to net cash used in operating activities: |
|
| | | | |
Stock-based compensation |
|
| | |
| |
Depreciation and amortization |
|
| | |
| |
Change in fair value of derivative instruments | | | ( | |
| — |
Tax credit generation | | | ( | |
| — |
Other non-cash income |
|
| | |
| |
Changes in operating assets and liabilities, net of effects of acquisition: |
|
| | |
| |
Accounts receivable |
|
| ( | |
| |
Inventories |
|
| ( | |
| |
Prepaid expenses and other current assets, deposits and other assets |
|
| ( | |
| ( |
Accounts payable, accrued expenses and non-current liabilities |
|
| | |
| ( |
Net cash used in operating activities |
|
| ( | |
| ( |
Investing Activities |
|
|
| |
|
|
Acquisitions of property, plant and equipment |
|
| ( | |
| ( |
Acquisition of Red Trail Energy | | | ( | |
| — |
Net cash used in investing activities |
|
| ( | |
| ( |
Financing Activities |
|
|
| |
|
|
Loan proceeds | | | | |
| — |
Payment of debt issuance costs |
|
| ( | |
| ( |
Non-controlling interest | | | | |
| — |
Proceeds from the exercise of stock options | | | | | | — |
Payment of loans payable |
|
| — | |
| ( |
Payment of finance lease liabilities |
|
| ( | |
| ( |
Repurchases of common stock | | | — | |
| ( |
Net cash provided by (used in) financing activities |
|
| | |
| ( |
Net decrease in cash and cash equivalents |
|
| ( | |
| ( |
Cash, cash equivalents and restricted cash at beginning of period |
|
| | |
| |
Cash, cash equivalents and restricted cash at end of period |
| $ | | | $ | |
| | | | | | |
|
| Six Months Ended June 30, | ||||
Schedule of cash, cash equivalents and restricted cash | | 2025 |
| 2024 | ||
Cash and cash equivalents | | $ | | | $ | |
Restricted cash (current) | |
| | |
| |
Restricted cash (non-current) | |
| — | |
| |
Total cash, cash equivalents and restricted cash | | $ | | | $ | |
| | | | | | |
|
| Six Months Ended June 30, | ||||
Supplemental disclosures of cash and non-cash investing and financing transactions | | 2025 |
| 2024 | ||
Cash paid for interest | | $ | | | $ | |
Non-cash purchase of property, plant and equipment | | $ | | | $ | |
Right-of-use asset purchased with operating lease | | $ | — | | $ | |
See the accompanying Notes to the Condensed Consolidated Financial Statements.
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GEVO, INC.
Notes to Condensed Consolidated Financial Statements
(unaudited)
1. | Nature of Business, Financial Condition and Basis of Presentation |
Nature of business.
Gevo, Inc. (Nasdaq: GEVO) (“Gevo”, “we”, “us”, “our”, or the “Company,” which, unless otherwise indicated, refers to Gevo, Inc. and its subsidiaries), a Delaware corporation founded in 2005, is a growth-oriented, carbon abatement company with the mission of solving greenhouse gas (“GHG”) emissions for those sectors of the transportation industry that are not amenable to electrification or hydrogen.
The Company is focused on transforming renewable energy into energy-dense liquid drop-in hydrocarbons that can be used as renewable fuels, such as synthetic aviation fuel (“SAF”) and other fuels and chemicals, with the potential to create new energy production, new jobs, new agricultural uses, and result in significant economic benefits. Moreover, we have the potential to achieve a “net-zero” GHG, or even carbon negative footprint measured by the Argonne National Laboratory’s GREET (Greenhouse gases, Regulated Emissions, and Energy use in Transportation) model (the “GREET Model”) to measure, predict and verify GHG emissions across the life cycle. Our “net-zero” concept means production of drop-in hydrocarbon fuels by using sustainably grown feedstocks (e.g., low till and no-till corn cultivation) and renewable and substantially decarbonized energy sources, resulting in an expected net-zero carbon footprint from the full life cycle of the fuel measured from the capture of renewable carbon through the burning of the fuel.
Gevo’s primary market focus is on energy-dense liquid drop-in hydrocarbon products that are not only cost competitive but also play a crucial role in abating carbon emissions. At the forefront of this market, Gevo was the first company to produce SAF, capitalizing on current demand for liquid fuels and chemicals that are both economically viable and environmentally beneficial. In addition to its core renewable hydrocarbon products, the Company is capitalizing on emerging opportunities within the voluntary carbon market. Gevo is actively exploring avenues to generate and sell carbon credits, helping businesses offset their emissions. The Company believes that its carbohydrate-to-alcohol process is the most economically viable approach to meet this rising demand at a production cost that is relevant for the industry. The Company also has commercial opportunities for other renewable hydrocarbon products, such as (i) renewable natural gas, also known as biogas (“RNG”), (ii) hydrocarbons for gasoline in marine and racing blendstocks and diesel fuel, and (iii) ingredients for the chemical industry, such as ethylene and butenes for plastics and materials, and other chemicals. With the recent acquisition of the majority of the assets of Red Trail Energy, LLC (“Red Trail Energy”) (see Note 2, Business Combinations, for additional information), which specialized in the production of low-carbon ethanol and animal feed from corn and sequestering carbon through its carbon capture and sequestration asset, we are expanding our capabilities in the biofuels and carbon marketing sector. Red Trail Energy’s operations further enables our renewable fuels strategy and enhances our ability to provide cost-competitive sustainable fuel alternatives and carbon sequestration and supports our broader goal of diversifying renewable product portfolio. We are engaged in technology, process and intellectual property development targeted to large scale deployment of net-zero hydrocarbon fuels and chemicals. We are developing the marketplace and customers for SAF and other related products. We also are engaged as a developer and enabler/licensor for large scale commercial production, and we expect to be a co-investor on certain projects. Gevo’s business model is that of a developer of projects, licensor, process technology developer, and operator of certain assets in the future.
Renewable Jet Fuel Platform
We have developed a business model for producing SAF with a low-carbon footprint using our Alcohol-to-Jet process from which carbon credits are generated and sold. The business system begins with feedstock and methods to quantify and verify its carbon footprint and proceeds through conversion to SAF using energy efficient designs powered by decarbonized energy and marketing of the SAF and carbon credits generated. The production process is expected to have cash cost of SAF production which makes the fuel competitive with incumbent fuels, while generating co-products including carbon credits which enable attractive financial returns for the business.
One of the key characteristics of our designs is the extent of modularization of the process, which helps to enable a duplicate and revise approach to serve the industry. In this approach, we will offer for sale the modularized processes, and encompassing business system, that are already designed in order to save potential customers time and money to enter the SAF business.
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GEVO, INC.
Notes to Condensed Consolidated Financial Statements
(unaudited)
Gevo owns our Alcohol-to-Jet plant designs and the overall Gevo net zero process (i.e., the process to enable carbon-negative olefins, and hydrocarbon fuels with an anticipated net zero or better carbon footprint measured across the lifecycle of the whole processes). The proprietary Gevo Alcohol-to-Jet processes and plant designs are based upon the conversion of carbohydrates to alcohols, followed by the conversion of the alcohols to olefins (i.e., building blocks for chemicals, plastics, and fuels), and then the conversion of the olefins into fuels, all optimized and integrated to achieve a net zero carbon footprint. Our partners in developing and executing the Alcohol-to-Jet projects have included Fluid Quip Technologies, LLC, Axens North America, Inc. (“Axens”), PRAJ Industries Limited (“PRAJ”), Zero6 Clean Energy Assets, Inc. (“Zero6”), McDermott International Ltd., and Fagen, Inc. Gevo owns the overall proprietary plant designs, engineering details, integration technologies, and associated intellectual property, and we have filed patents on several process improvements.
ATJ-60 at Lake Preston, South Dakota. Our business system and engineering packages have been developed around our site in Lake Preston SD. The ATJ process is designed to produce
ATJ-150 in Illinois. We have designed an Alcohol-to-Jet process which is approximately
ATJ-30 at Gevo North Dakota. We have used the ATJ-60 design to duplicate and revise into a
We are also developing other commercial production projects for SAF at other locations in the United States, as well as in other parts for the world, where we expect to use our proprietary business systems and Alcohol-to-Jet plant designs based on work done for ATJ-60 at Lake Preston. Gevo expects to be the project developer, plant designer, technology licensor, product marketer and potential investor. As such, based on traditional developer and technology provider business models, we would expect to obtain a partial ownership stake. We may also co-invest in projects to increase our equity ownership in those projects.
Verity
Verity Holdings, LLC (“Verity”), a wholly owned subsidiary of Gevo, is developing a data and software platform designed to support traceability, compliance reporting, and the monetization of carbon intensity (“CI”) reductions across the renewable fuels supply chain. The Verity platform currently enables the collection and aggregation of data from agricultural and processing partners to support reporting under federal and state regulatory programs, including Section 45Z and the Low Carbon Fuel Standard (“LCFS”). In 2025, Verity began onboarding customers across multiple segments of the supply chain, including grain elevators, biofuel producers, and supply chain partners, with the goal of enabling full lifecycle CI tracking and audit support. While still in the early stages of commercialization, Verity is actively building capabilities to support measurement, reporting, and verification (“MRV”) of Scope 1 and Scope 3 carbon insets and other environmental attributes. The platform is intended to support Gevo’s Alcohol-to-Jet Projects and is expected to evolve into a core infrastructure asset for CI tracking and carbon monetization across the broader low-carbon fuels and agriculture ecosystem.
Renewable Natural Gas Business
Gevo’s RNG facilities in Northwest Iowa (“NW Iowa RNG”), recorded in the Renewable Natural Gas segment, produce RNG captured from dairy cow manure supplied by
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GEVO, INC.
Notes to Condensed Consolidated Financial Statements
(unaudited)
the California market through an agreement with BP Canada Energy Marketing Corp. and BP Products North America Inc. (collectively, “BP”). In addition, we generate and sell LCFS credits, D3 Renewable Identification Numbers (“RINs”), and Clean Fuel Production Credits through the production of RNG (collectively, “environmental attributes”). Following the end of the second quarter, we refinanced $
Luverne Facility
In May 2025, Gevo entered into a definitive agreement to sell Agri-Energy, LLC (“Agri”), a wholly owned subsidiary of Gevo, to A.E. Innovation, LLC (“A.E.”) for $
Red Trail Energy Asset Purchase Agreement
In September 2024, Gevo and its subsidiaries entered into an Asset Purchase Agreement with Red Trail Energy to acquire substantially all of its assets and assume certain liabilities. The acquisition was completed on January 31, 2025, for a purchase price of $
Basis of presentation.
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) along with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include the information and footnotes required by GAAP for complete financial statements. These statements reflect all normal and recurring adjustments which, in the opinion of management, are necessary to present fairly the financial position, results of operations and cash flows of the Company as of, and for the six months ended June 30, 2025, and are not necessarily indicative of the results to be expected for the full year. These statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto included under the heading “Financial Statements and Supplementary Data” in Part II, Item 8 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2024. The financial statements at December 31, 2024, have been derived from the audited financial statements as of that date. For further information, refer to our audited financial statements and notes thereto included for the year ended December 31, 2024 (the “2024 Annual Report”).
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GEVO, INC.
Notes to Condensed Consolidated Financial Statements
(unaudited)
Significant Accounting Policies
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses, and related disclosures. These estimates and assumptions are inherently subject to uncertainty, and actual results could differ from these estimates. Significant areas requiring estimates and assumptions include, but are not limited to, the determination of useful lives of property, plant and equipment, inventory, asset retirement obligations, the recognition of revenue, the valuation of business combinations and the fair value of clean fuel production tax credits (“PTC”). Management regularly reviews our estimates based on the most current available information. Changes in facts and circumstances may result in revised estimates.
Business Combinations
The Company accounts for its business combinations in accordance with the provisions of Accounting Standards Codification Topic 805-10, Business Combinations ("ASC 805-10"). ASC 805-10 mandates the use of the purchase method of accounting for all business combinations. Under this method, assets acquired and liabilities assumed are recorded at their respective fair values as of the acquisition date. For transactions meeting the definition of business combinations, the Company evaluates the recognition of goodwill. Goodwill represents the excess of the purchase price over the fair value of the identifiable tangible and intangible assets acquired, and liabilities assumed, in a business combination. ASC 805-10 further stipulates criteria that intangible assets acquired in a business combination must meet in order to be recognized and reported separately from goodwill. Acquisition-related costs, including transaction fees, are recognized separately from the business combination and expensed as incurred.
The determination of the fair value of net assets acquired, including the allocation of fair value to identifiable assets and liabilities, is based on established valuation techniques. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In the context of purchase accounting, determining fair value often requires significant judgments and estimates by management, including the selection of appropriate valuation methodologies, estimates of future revenues, costs, cash flows, discount rates, and the identification of comparable companies. The estimated fair values of assets acquired and liabilities assumed are based on management's judgment, supplemented by the expertise of third-party valuation specialists engaged to assist in determining fair value. The allocation of fair value to the identifiable assets and liabilities is based on available information at the acquisition date and assumptions deemed reasonable by management. However, changes in facts and circumstances may result in adjustments to the initial fair value estimates during the measurement period, which may not exceed one year from the acquisition date.
Tax Credit Recognition and Sales
The Company accounts for tax credits associated with the U.S. federal clean fuel production incentives under Section 45Z of the Internal Revenue Code in accordance with IAS 20 - Accounting for Government Grants and Disclosure of Government Assistance. These credits, as they are generated are recorded based on the eligible PTC rate per gallon, the emission factor based on the carbon intensity score and are adjusted to their estimated fair value. The credits are recognized as a nonmonetary asset in intangible assets and a reduction to cost of goods sold (COGS), reflecting their role in offsetting the production costs of low-carbon fuels.
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GEVO, INC.
Notes to Condensed Consolidated Financial Statements
(unaudited)
Derivative Financial Instruments
After acquiring an ethanol operating facility in the first quarter of 2025, the Company integrated commodity-based derivative transactions, specifically corn futures contracts, into its hedging strategy to manage its exposure to commodity price fluctuations. This strategy aims to protect cash flows associated with the increased exposure to commodity price volatility arising from its GevoND operations, which include corn-based production and procurement activities. These derivative contracts are intended to economically hedge the Company’s cash flow exposure to changes in corn prices, which directly impact the cost of raw materials used in production.
The Company does not apply hedge accounting to these instruments under FASB ASC 815, Derivatives and Hedging. As such, all derivative instruments are recorded at fair value on the consolidated balance sheet, and changes in the fair value of these instruments are recognized in earnings in the period in which they occur. Gains and losses resulting from changes in the fair value of corn derivative contracts are included in the cost of goods sold in the consolidated statements of operations, as they directly relate to the Company’s inventory procurement and production activities. The fair value of the derivative contracts are included in prepaid and other current assets on the consolidated balance sheets. These instruments may create volatility in earnings from period to period, as the timing of derivative gains or losses may not align with the recognition of the related exposure in the financial statements. The Company does not use derivative instruments for speculative purposes.
Asset Retirement Obligation
The fair value of an asset retirement obligation (“ARO”) is recognized in the period in which it is incurred, provided that a reasonable estimate of fair value can be made. The Company’s ARO is primarily related to commitments to restore or decommission property subject to operating leases associated with its GevoND and RNG operations.
In January 2025, Gevo completed the acquisition of Red Trail Energy. As part of the acquisition, management recorded the ARO related to the Broom Creek formation pore space, which includes plugging injection wells, sealing the site, and post-closure monitoring, as required by regulatory and environmental standards to ensure long-term CO₂ containment. These requirements are driven by both regulatory mandates and industry best practices to ensure long-term environmental safety and mitigate the risk of CO₂ leakage.
Additionally, during the first quarter of 2025, certain operating lease agreements were amended, resulting in changes to the terms of property restitution. As a result of these amendments, the Company recognized new AROs and corresponding assets.
The capitalized ARO costs included in property, plant, and equipment are depreciated over the shorter of the useful life of the related asset or the term of the associated lease. ARO liabilities are accreted over time using the credit-adjusted risk-free rate applied at initial recognition and recorded in operations expense on the Condensed Consolidated Statement of Operations.
Accounting for Redeemable Non-Controlling Interest
In connection with the Company's acquisition of Red Trail Energy, Gevo Intermediate Holdco entered into a membership subscription agreement with OIC, pursuant to which OIC purchased equity units. The subscription agreement includes put and call options (the "Put/Call Option") related to the non-controlling interest. Specifically, the Company has the right to exercise a call option to purchase all outstanding units, and OIC holds a put option requiring the Company to purchase the outstanding units at fair value. These options are exercisable for a period of three years (the "Option Period") following the date on which all indebtedness under the related credit agreement with OIC has been paid.
Under applicable accounting guidance, an equity instrument that is redeemable for cash or other assets must be classified outside of permanent equity if it is redeemable (a) at a fixed or determinable price on a fixed or determinable date, (b) at the option of the holder, or (c) upon the occurrence of an event not solely within the control of the issuer. As a result of the Put/Call Option feature, the Company has classified the non-controlling interest as redeemable and reported it within temporary equity on the Condensed Consolidated Balance Sheets, initially at its fair value as of the acquisition date.
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GEVO, INC.
Notes to Condensed Consolidated Financial Statements
(unaudited)
The redeemable non-controlling interest is adjusted each reporting period to reflect income (or loss) attributable to the redeemable non-controlling interest, as well as any applicable distributions. A measurement period adjustment, if necessary, is made to adjust the redeemable non-controlling interest to the higher of its redemption value (fair value) or carrying value as of each reporting date. These fair value adjustments are recognized through equity and are not reflected in the Company's Condensed Consolidated Statements of Income.
For earnings per share calculations, the Company adjusts net income attributable to the Company for the measurement period adjustment to the extent the redemption value exceeds the fair value of the redeemable non-controlling interest on a cumulative basis.
The fair value of the redeemable non-controlling interest is determined using the income approach (specifically, a discounted cash flow analysis). As of June 30, 2025, the fair value of the redeemable non-controlling interest has been adjusted to its estimated redemption value with a related adjustment to accumulated deficit.
Recently Issued, Not Yet Adopted Accounting Pronouncements
Income Taxes. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures ("ASU 2023-09"). ASU 2023-09 is intended to enhance the transparency and decision usefulness of income tax disclosures. The amendments in ASU 2023-09 address investor requests for enhanced income tax information primarily through changes to the rate reconciliation and income taxes paid information. Early adoption is permitted. A public entity should apply the amendments in ASU 2023-09 prospectively to all annual periods beginning after December 15, 2024. The Company is currently evaluating the impact of this standard on our consolidated financial statements and related disclosures.
Income Statement Disclosures. In November 2024, the FASB issued ASU No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40) ("ASU 2024-03"). ASU 2024-03 will require companies to disaggregate, within the notes to the financial statements, certain expenses presented on the face of the financial statements to enhance transparency and help investors better understand an entity's performance. The amendment will specifically require that an entity disclose the amounts related to purchases of inventory, employee compensation, depreciation and intangible asset amortization. Entities will also be required to provide a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively, disclose the total amount of selling expenses and, in annual reporting periods, provide a definition of what constitutes selling expenses. The amendments in ASU 2024-03 are effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of the adoption of ASU 2024-03 on the Company’s financial statement disclosures.
Recently Adopted Accounting Pronouncements
Segment Reporting. In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”). ASU 2023-07 would enhance disclosures for significant segment expenses for all public entities required to report segment information in accordance with ASC 280. ASC 280 requires a public entity to report for each reportable segment a measure of segment profit or loss that its chief operating decision maker (“CODM”) uses to assess segment performance and to make decisions about resource allocations. The amendments in ASU 2023-07 improve financial reporting by requiring disclosure of incremental segment information on an annual and interim basis for all public entities to enable investors to develop more useful financial analyses. Currently, Topic 280 requires that a public entity disclose certain information about its reportable segments. For example, a public entity is required to report a measure of segment profit or loss that the CODM uses to assess segment performance and make decisions about allocating resources. ASC 280 also requires other specified segment items and amounts such as depreciation, amortization and depletion expense to be disclosed under certain circumstances. The amendments in ASU 2023-07 do not change or remove those disclosure requirements. The amendments in ASU 2023-07 also do not change how a public entity identifies its operating segments, aggregates those operating segments, or applies the quantitative thresholds to determine its reportable segments. The amendments in ASU 2023-07 are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. A public entity should apply the amendments in ASU 2023-07 retrospectively to all prior periods presented in the financial statements. The Company adopted this
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GEVO, INC.
Notes to Condensed Consolidated Financial Statements
(unaudited)
guidance in the fourth quarter of 2024. The requirements of this ASU are disclosure-related and did not have an impact on the Company’s consolidated financial statements and results of operations. See Note 23, Segments, for the updated segment disclosures.
2. | Business Combinations |
Red Trail Energy Asset Purchase Agreement
On September 10, 2024, Gevo and its subsidiaries entered into an Asset Purchase Agreement (the “Red Trail Purchase Agreement”) with Red Trail Energy to acquire substantially all of its assets and assume certain liabilities. The acquisition was completed on January 31, 2025 (the “Closing Date”). Gevo’s acquisition of Red Trail Energy was a strategic move aimed at accelerating its production of renewable fuels, particularly SAF, while also enabling additional co-located projects. This acquisition aligns with Gevo’s broader goal of reducing carbon emissions and promoting sustainability in the energy and transportation sectors. Furthermore, the acquisition grants access to critical CCS assets.
The transaction met the requirements to be considered a business combination under FASB ASC 805: Business Combinations (“ASC 805”). The assets and liabilities acquired from the Seller, affected for preliminary adjustments to reflect the fair market values assigned to assets purchased and liabilities assumed, and results of operations, are included in the Company’s consolidated financial statements from the Closing Date. The Company has allocated the purchase price to the tangible and identifiable intangible assets and liabilities assumed based on their estimated fair market values at the Closing Date as required under ASC 805.
The Red Trail Purchase Agreement was accounted for using the acquisition method of accounting. The purchase price per the Red Trail Purchase Agreement was $
The Company incurred approximately $
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GEVO, INC.
Notes to Condensed Consolidated Financial Statements
(unaudited)
The following table sets forth the fair values of the assets acquired and liabilities assumed in connection with the Red Trail Purchase Agreement (in thousands):
| | | |
| | Red Trail | |
| | Purchase Agreement | |
| | Fair Value | |
Current assets: | | | |
Trade accounts receivable | | $ | |
Inventories | | | |
Prepaid expenses and other current assets | | | |
Total current assets | | | |
Property, plant and equipment | | | |
Intangible assets | | | |
Goodwill | | | |
Right-of use assets (operating and finance) | | | |
Other assets | | | |
Total assets acquired | | | |
Current liabilities: | | | |
Accounts payable and accrued liabilities | | | |
Lease liabilities (operating and finance) | | | |
Other current liabilities | | | |
Total current liabilities | | | |
Lease liabilities (operating and finance) | | | |
Asset retirement obligation | | | |
Total liabilities assumed | | | |
Total assets acquired and liabilities assumed | | $ | |
The purchase price allocation is preliminary and subject to change during the measurement period, which is not to exceed one year from the Closing Date. When the valuation is final, changes to the valuation of acquired assets and liabilities could result in adjustments to identified intangibles and goodwill.
Fair Value of Net Assets Acquired and Intangibles
The assets and liabilities were recorded at their respective fair values as of the Closing Date. The Company marked the inventory to fair value based on the market prices adjusted for various factors. The property, plant and equipment assets were valued using the cost and market approaches as of the acquisition date. The Company developed the fair value of the customer-related intangible assets using the multi-period excess earnings method. For all other major assets and liabilities acquired, the Company determined that book value approximated fair value. Goodwill represents the future economic benefits that the Company expects to achieve as a result of the acquisition of the human capital and assets acquired. The goodwill resulting from this acquisition is expected to be deductible for tax purposes. The fair value of net assets acquired, intangibles, and goodwill, were assigned to the Company’s GevoND segment.
The following table sets forth the intangible assets acquired in the Red Trail Purchase Agreement (in thousands):
| | | | | |
| | Red Trail | | Estimated | |
| | Purchase Agreement | | Life | |
| | Fair Value | | (Years) | |
Customer-related intangible | | $ | | | |
Total intangible assets | | $ | | | |
14
Table of Contents
GEVO, INC.
Notes to Condensed Consolidated Financial Statements
(unaudited)
Pro Forma Financial Information
The pro forma financial information (in thousands) presented in the following table was computed by combining the historical financial information of Gevo along with the effects from business combination accounting and the associated debt resulting from this acquisition as if the companies were combined on January 1, 2024. This information is presented for informational purposes only and is not necessarily indicative of the operating results that would have occurred if the acquisition had been consummated as of that date. This information should not be used as a predictive measure of our future financial position, results of operations, or liquidity.
| | | | | | | | | | | | |
|
| Three Months Ended June 30, |
| Six Months Ended June 30, | ||||||||
| | 2025 |
| 2024 | | 2025 | | 2024 | ||||
Total operating revenues | | $ | | | $ | | | $ | | | $ | |
Net income (loss) | | | | | | ( | | | ( | | | ( |
3. | Tax Credit Recognition and Sales |
The U.S. federal government has introduced tax incentives to promote the production of low-carbon fuels and reduce greenhouse gas (GHG) emissions, enhance energy security, and support the rural agricultural economy. Effective January 1, 2025, the Inflation Reduction Act of 2022 (IRA) replaces Section 6426 with Section 45Z of the Internal Revenue Code, providing a clean fuel production credit for the years 2025 through 2027. This was further updated and extended on July 4, 2025, under the "One Big Beautiful Bill Act," (“OBBBA”) extending the credit through 2029. Producers of liquid transportation fuels, including SAF, are eligible to qualify for up to $1 per gallon, while producers of RNG could claim an amount exceeding $1 per gallon for significant CI reductions, with the credit amount indexed annually for inflation.
The Company recognizes tax credits associated with the U.S. federal clean fuel production incentives under Section 45Z of the Internal Revenue Code in accordance with IAS 20 - Accounting for Government Grants and Disclosure of Government Assistance. In accordance with IAS 20, the tax incentive is recognized when it is probable that the Company will comply with the provisions of the incentive and that the incentive will be earned. These credits are recognized in “Intangible assets, net” on the Company’s Condensed Consolidated Balance Sheets and as a reduction to cost of goods sold (“COGS”) in the Condensed Consolidated Statements of Operations, reflecting their role in offsetting the production costs of low-carbon fuels.
Our GevoND and RNG production facilities are eligible for these federal tax credits, which became probable of being earned during the six months ended June 30, 2025. For the six months ended June 30, 2025, the Company recognized $
On June 30, 2025, Gevo Intermediate HoldCo, LLC (“HoldCo”), a wholly owned subsidiary of Gevo, entered into a Tax Credit Transfer Agreement (the “Transfer Agreement”) with a transferee bank, under which HoldCo agreed to supply Clean Fuel Production Credits to the bank from the production of ethanol between January 31, 2025, and December 31, 2025, from its GevoND operation. Under the Transfer Agreement, HoldCo expects to deliver $
15
Table of Contents
GEVO, INC.
Notes to Condensed Consolidated Financial Statements
(unaudited)
4. | Revenues from Contracts with Customers and Other Revenue |
Ethanol and Related Products
The Company recognizes revenue from sales of ethanol and co-products at the point in time when the performance obligations in the Company's contracts with customers are met, which is when the customer obtains control of such products and typically occurs upon shipment (depending on the terms of the underlying contracts). Revenue is measured as the amount of consideration expected to be received in exchange for transferring goods or providing services. In some instances, the Company enters into contracts with customers that contain multiple performance obligations to deliver specified volumes of co-products over a contractual period of less than 12 months. In such instances, the Company allocates the transaction price to each performance obligation identified in the contract based on relative standalone selling prices and recognizes the related revenue when control of each individual product is transferred to the customer in satisfaction of the corresponding performance obligation.
RNG and Environmental Attribute Revenue
The Company’s recognized revenue from the sale of RNG and related environmental attributes are produced at the NW Iowa RNG facility under long-term contracts with customers. Revenue is recognized at a point in time when the Company transfers the product to its customer. The customer obtains control of the product upon RNG delivery into the gas pipeline system, whereas the title and control for the environmental attributes are transferred to the customer subsequent to the issuance of such attributes by the relevant regulatory agency. The Company generally has multiple performance obligations in our arrangements with customers. The Company’s performance obligation related to the sales of RNG and related environmental attributes are satisfied at a point in time upon delivery to the customer. Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring its products. There is
Other Revenue
The Company recorded limited revenues from the sale of isooctane and software services during the three and six months ended June 30, 2025 and 2024. The isooctane was sold on a free-on-board shipping point basis (recognized at a point in time), were independent transactions, did not provide post-sale support or promises to deliver future goods, and were single performance obligations.
The following table displays the Company’s revenue by major source based on product type (in thousands):
| | | | | | | | | | | | |
|
| Three Months Ended June 30, | | Six Months Ended June 30, | ||||||||
Major Goods/Service Line | | 2025 |
| 2024 | | 2025 |
| 2024 | ||||
Ethanol | | $ | | | $ | — | | $ | | | $ | — |
Ethanol related products | | | | | | — | | | | | | — |
Environmental attributes | | | | | | | | | | | | |
Renewable natural gas | | | | | | | | | | | | |
Licensing and development revenue | |
| | |
| | |
| | |
| |
Other revenue | | | | | | | | | | | | |
Total operating revenue | | $ | | | $ | | | $ | | | $ | |
Contract Assets, Current Liabilities, and Trade Receivables. During the three and six months ended June 30, 2025 and 2024, there were
16
Table of Contents
GEVO, INC.
Notes to Condensed Consolidated Financial Statements
(unaudited)
5. | Net Income (Loss) per Share |
Basic net income (loss) per share is calculated by dividing income (loss) by the weighted average number of common shares outstanding for the respective periods. Diluted income (loss) per share is calculated using the diluted weighted average number of common shares outstanding, which includes the effect of potentially dilutive securities. These potentially dilutive securities for this calculation consist of unexercised warrants, stock options and unvested restricted stock awards, all of which are measured using the treasury stock method. Potentially dilutive securities are not considered to be dilutive in periods in which a net loss is reported. See Note 17, Stock-Based Compensation, for discussion of our stock options and restricted stock awards and Note 21, Stockholders’ Equity, for discussion of our warrants.
Basic and diluted net income (loss) per share is calculated as follows (net income (loss) in thousands):
| | | | | | | | | | | | |
|
| Three Months Ended June 30, | | Six Months Ended June 30, | ||||||||
| | 2025 |
| 2024 | | 2025 |
| 2024 | ||||
Net income (loss) | | $ | | | $ | ( | | $ | ( | | $ | ( |
Basic weighted-average shares outstanding | |
| | |
| | |
| | |
| |
Dilutive effect of RSAs, stock options and unexercised warrants | | | | | | — | | | — | | | — |
Diluted weighted-average shares outstanding | | | | | | | | | | | | |
Net income (loss) per share - basic | | $ | | | $ | ( | | $ | ( | | $ | ( |
Net income (loss) per share - diluted | | $ | | | $ | ( | | $ | ( | | $ | ( |
For the three and six months ended June 30, 2025 and 2024, potentially dilutive securities excluded from the calculation of diluted weighted average shares outstanding because they were anti-dilutive are as follows:
| | | | | | | | | | | | |
|
| Three Months Ended June 30, | | Six Months Ended June 30, | ||||||||
| | 2025 |
| 2024 | | 2025 |
| 2024 | ||||
Warrants | | | — | | | | | | | | | |
Stock options | | | — | | | — | | | | | | — |
Unvested restricted stock awards | | | — | | | | | | | | | |
Total | | | — | | | | | | | | | |
6. | Restricted Cash |
As of June 30, 2025, the Company has restricted cash balances of $
During the three and six months ended June 30, 2025 and 2024, the Company recorded interest income on the restricted cash balances of $
17
Table of Contents
GEVO, INC.
Notes to Condensed Consolidated Financial Statements
(unaudited)
7. | Prepaid Expenses and Other Current Assets |
The following table sets forth the components of the Company’s prepaid and other current assets (in thousands) as of:
| | | | | | |
|
| | | | | |
| | June 30, 2025 |
| December 31, 2024 | ||
Prepaid insurance | | $ | | | $ | |
Corn derivative contracts | | | | | | — |
Interest receivable | |
| | |
| |
Prepaid feedstock | |
| | |
| |
Tax credit sale - receivable | | | | | | — |
Other current assets | |
| | |
| |
Total prepaid expenses and other current assets | | $ | | | $ | |
8. | Leases, Right-of-Use Assets and Related Liabilities |
The Company is party to an operating lease for the Company’s office and research facility in Englewood, Colorado, which expires in January 2029, and an operating lease for additional office space in Albuquerque, New Mexico, which expires in 2026. The Company’s office facility lease contains an option to extend the lease which is not included in the length of the term as management does not reasonably expect to exercise. The additional office space lease does not contain an option to extend.
The Company has
In August 2024, the Company entered into an amendment that extended the term of an existing agreement to use a third-party processing facility beyond the previous
In connection with the Company’s acquisition of Red Trail Energy, the Company assumed rail car lease agreements used to transport dried distillers grains, all of which are classified as operating leases. As these agreements did not specify an implicit interest rate, the Company utilized its estimated incremental borrowing rate to calculate the present value of future minimum lease payments in accordance with purchase accounting requirements as of the acquisition date.
18
Table of Contents
GEVO, INC.
Notes to Condensed Consolidated Financial Statements
(unaudited)
The following tables present the (i) costs by lease category, (ii) other quantitative information, and (iii) future minimum payments under non-cancelable financing and operating leases as they relate to the Company’s leases (in thousands, except for weighted averages):
| | | | | | | |
| | Six Months Ended June 30, |
| ||||
| | 2025 |
| 2024 |
| ||
Operating lease cost | | $ | | | $ | | |
Finance lease expense: | | | | | | | |
Amortization of leased assets | | | | | | | |
Interest on lease liabilities | | | | | | | |
Total lease expense | | $ | | | $ | | |
| | | | | | | |
|
| Six Months Ended June 30, |
| ||||
| | 2025 |
| 2024 |
| ||
Other Information |
| |
|
| |
| |
Cash paid for amounts included in the measurement of lease liabilities: |
| |
|
| |
| |
Operating cash flows from finance leases | | $ | | | $ | | |
Operating cash flows from operating leases | | $ | | | $ | | |
Finance cash flows from finance leases | | $ | | | $ | | |
Right-of-use asset obtained in exchange for new finance lease liabilities | | $ | | | $ | | |
Right-of-use asset obtained in exchange for new operating lease liabilities | | $ | | | $ | | |
Weighted-average remaining lease term, finance leases (months) | |
| |
| | ||
Weighted-average remaining lease term, operating leases (months) | |
| |
| | ||
Weighted-average discount rate - finance leases (1) | |
| | % |
| | % |
Weighted-average discount rate - operating leases (1) | |
| | % |
| | % |
| (1) | When our leases do not provide an implicit interest rate, we calculate the lease liability at lease commencement as the present value of unpaid lease payments using our estimated incremental borrowing rate. The incremental borrowing rate represents the rate of interest that we would have to pay to borrow an amount equal to the lease payments on a collateralized basis over a similar term and is determined using a portfolio approach based on information available at the commencement date of the lease. |
| | | | | | |
|
| Operating Leases |
| Finance Leases | ||
2025 (remaining) | | $ | | | $ | |
2026 | |
| | |
| |
2027 | |
| | |
| |
2028 | |
| | |
| |
2029 | |
| | |
| |
2030 and thereafter | |
| | |
| |
Total | |
| | |
| |
Less: amounts representing present value discounts | |
| | |
| |
Total lease liabilities | |
| | |
| |
Less: current portion | |
| | |
| |
Non-current portion | | $ | | | $ | |
19
Table of Contents
GEVO, INC.
Notes to Condensed Consolidated Financial Statements
(unaudited)
9. | Inventories |
Inventory is valued at the lower of cost or net realizable value.
| | | | | | |
|
| | | | | |
| | June 30, 2025 |
| December 31, 2024 | ||
Raw materials |
| $ | |
| $ | |
Finished goods | |
| | |
| |
Biofuels | |
| | |
| |
Work in process | |
| | |
| |
Environmental attributes | | | | | | |
Biofuels | | | | | | |
Spare parts | |
| | |
| |
Total inventories | | $ | | | $ | |
The Company has entered into forward corn purchase contracts under which it is required to take delivery at the contract price. At the time the contracts were created, the price of the contract approximated market price. Subsequent changes in market conditions could cause the contract prices to become higher or lower than market prices. As of June 30, 2025, the average price of corn purchased under certain fixed price contracts, that had not yet been delivered, was higher than the approximated market price. The amount of potential loss was determined by applying a methodology similar to that used in the impairment valuation with respect to inventory. Given the uncertainty of future ethanol prices, future losses on the outstanding purchase commitments could be recorded in future periods.
10. | Derivative Financial Instruments |
The Company uses corn commodity-based derivative financial instruments to manage the exposure to price risk related to corn purchases. The Company does not apply hedge accounting. Accordingly, these derivative contracts are recorded on the Company’s balance sheet at fair value and changes in fair value are recognized in Cost of production on the Condensed Consolidated Statements of Operations. Changes in fair value are recognized as non-cash adjustments on the Condensed Consolidated Statement of Cash Flows.
The following table provides details regarding the Company's derivative financial instruments as recorded in Prepaid expenses and other current assets on the Condensed Consolidated Balance Sheets (in thousands):
| | | | | | | | |
|
| June 30, 2025 | ||||||
Contract Type | | # of Contracts | | Notional Amount (Qty) |
| Fair Value | ||
Corn futures |
| |
| | bushels | | $ | |
Total fair value | | |
|
|
| | $ | |
The following table sets forth the Company’s gain (loss) recognized in income (in thousands):
| | | | | | | | | | | | | | |
|
| | | Three Months Ended June 30, | | Six Months Ended June 30, | ||||||||
Statement of Operations Income/(Expense) | | Location of gain (loss) in fair value recognized in income | | 2025 |
| 2024 | | 2025 |
| 2024 | ||||
Corn derivative instruments |
| Cost of production | | $ | | | $ | — | | $ | | | $ | — |
Total fair value | | | | $ | | | $ | — | | $ | | | $ | — |
20
Table of Contents
GEVO, INC.
Notes to Condensed Consolidated Financial Statements
(unaudited)
11. | Property, Plant and Equipment |
The following table sets forth the Company’s property, plant and equipment by classification (in thousands) as of:
| | | | | | |
| | | | | | |
|
| June 30, 2025 |
| December 31, 2024 | ||
Land | | $ | | | $ | |
Plant facilities and infrastructure | |
| | |
| |
Machinery and equipment | |
| | |
| |
Furniture and office equipment | |
| | |
| |
Software | |
| | |
| |
Construction in progress | |
| | |
| |
Total property, plant and equipment | |
| | |
| |
Less: accumulated depreciation and amortization | |
| ( | |
| ( |
Property, plant and equipment, net | | $ | | | $ | |
During the three months ended June 30, 2025 and 2024, the Company recorded depreciation expense of $
12. | Intangible Assets and Goodwill |
Intangible Assets
During the six months ended June 30, 2025, the Company recognized as intangible assets, $
21
Table of Contents
GEVO, INC.
Notes to Condensed Consolidated Financial Statements
(unaudited)
The following tables set forth the Company’s intangible assets by classification (in thousands) as of:
| | | | | | | | | | | |
|
| June 30, 2025 | |||||||||
| | | |
| | |
| Identifiable |
| Weighted- | |
| | Gross Carrying | | Accumulated | | Intangible | | Average Useful Life | |||
| | Amount |
| Amortization |
| Assets, net |
| (Years) | |||
Patents | | $ | | | $ | ( | | $ | |
| |
Defensive assets | |
| | |
| ( | |
| |
| |
Developed technology | | | | | | ( | | | | | |
Customer-related intangible assets | | | | | | ( | | | | | |
Trade name | | | | | | ( | | | | | |
Intangible assets with finite lives | | $ | | | $ | ( | | $ | |
| |
| | | | | | | | | | | |
|
| June 30, 2025 | |||||||||
| | | |
| | |
| Identifiable |
| Weighted- | |
| | Gross Carrying | | Accumulated | | Intangible | | Average Useful Life | |||
| | Amount |
| Amortization |
| Assets, net |
| (Years) | |||
Tax credits | | | | | | — | | | | | — |
Other intangible assets | | $ | | | $ | — | | $ | |
| — |
| | | | | | | | | | | |
|
| December 31, 2024 | |||||||||
| | | |
| | |
| Identifiable |
| Weighted- | |
| | Gross Carrying | | Accumulated | | Intangible | | Average Useful Life | |||
| | Amount | | Amortization | | Assets, Net | | (Years) | |||
Patents | | $ | | | $ | ( | | $ | |
| |
Defensive assets | | | | | | ( | | | | | |
Developed technology | | | | | | ( | | | | | |
Customer-related intangible assets | | | | | | ( | | | | | |
Trade name | |
| | |
| ( | |
| |
| |
Intangible assets with finite lives | | $ | | | $ | ( | | $ | |
| |
The Company recorded amortization expense of $
The following table details the estimated amortization of identifiable intangible assets with finite lives as of June 30, 2025 (in thousands):
| | | | | | | | | | | | | | | | | | |
| | | | | | | | Developed | | Customer-Related | | | | | | | ||
|
| Patents |
| Defensive Assets | | Technology | | Intangible Assets | | Trade Name | | Total | ||||||
2025 (remaining) | | $ | | | $ | | | $ | | | $ | | | $ | | | $ | |
2026 | |
| | |
| | | | | | | | | | | |
| |
2027 | |
| | |
| | | | | | | | | | | |
| |
2028 | |
| | |
| | | | | | | | | | | |
| |
2029 | |
| | |
| | | | | | | | | | — | |
| |
2030 and thereafter | |
| — | |
| | | | — | | | | | | — | |
| |
Total intangible assets | | $ | | | $ | | | $ | | | $ | | | $ | | | $ | |
22
Table of Contents
GEVO, INC.
Notes to Condensed Consolidated Financial Statements
(unaudited)
Goodwill
During the six months ended June 30, 2025, goodwill increased by $
The following table sets forth the changes in the carrying amount of goodwill (in thousands) as of:
| | | | | | |
| | June 30, 2025 |
| December 31, 2024 | ||
Goodwill, beginning of period | | $ | | | $ | — |
Acquisitions | |
| | |
| |
Goodwill acquisition balance adjustments | |
| | |
| ( |
Goodwill, end of period | | $ | | | $ | |
13. | Deposits and Other Assets |
The following table sets forth the components of the Company’s deposits and other assets (in thousands) as of:
| | | | | | |
|
| June 30, 2025 |
| December 31, 2024 | ||
Deposits | | $ | | | $ | |
Prepaid feedstock | |
| | |
| |
Equity interest (1) | |
| | |
| |
Deposits receivable (2) | |
| | |
| |
Earnest money deposit (3) | | | — | | | |
Other assets, net (4) | |
| | |
| |
Total deposits and other assets | | $ | | | $ | |
| (1) | The Company directly holds a |
| (2) | Deposits provided to a developer of certain wind-farm projects and power utility contractor to induce to design and construct the power generation, transmission and distribution facilities that will serve ATJ-60, $ |
| (3) | Earnest money deposited in connection with the Red Trail Energy purchase agreement. See Note 2, Business Combinations, for additional information. |
| (4) | Expenditures related to the installation of infrastructure and equipment necessary to support the feedstock processing facilities. |
23
Table of Contents
GEVO, INC.
Notes to Condensed Consolidated Financial Statements
(unaudited)
14. | Accounts Payable and Accrued Liabilities |
The following table sets forth the components of the Company’s accounts payable and accrued liabilities (in thousands) as of:
| | | | | | |
|
| | | | | |
|
| June 30, 2025 |
| December 31, 2024 | ||
Accounts payable | | $ | | | $ | |
Accrued liabilities | |
| | |
| |
Accrued construction in progress | | | | | | |
Accrued payroll and related benefits | |
| | |
| |
Total accounts payable and accrued liabilities | | $ | | | $ | |
15. | Asset Retirement Obligation |
During the six months ended June 30, 2025, the Company recognized a liability for the estimated costs associated with the retirement of certain assets that are subject to legal or contractual obligations. These assets primarily relate to the decommissioning of RNG production facilities, landfill gas recovery systems, and associated infrastructure at our RNG plant. Additionally, the Company recognized an ARO related to the closure plan for our Class VI injection and monitoring wells at the GevoND operation.
The Company estimates the fair value of the ARO based on current regulatory requirements and historical cost data, considering appropriate inflation and discount rates for the estimated timeline of asset removal. The fair value of the estimated ARO is recorded as a long-term liability, with a corresponding increase in the carrying amount of the related asset.
The following table summarizes the Company’s asset retirement obligation (in thousands) as of:
| | | |
| | June 30, 2025 | |
Asset retirement obligation, beginning of period | | $ | — |
Liabilities assumed upon acquisition | | | |
Liabilities incurred | | | |
Accretion expense | |
| |
Asset retirement obligation, end of period | | $ | |
Any changes in the assumptions used to calculate the fair value of the asset retirement obligation are recorded as an offset to the related asset. Surety bonds have been established to cover the cost of a portion of the facility closure plan.
16. | Debt |
2021 Bond Issuance
On April 15, 2021, on behalf of Gevo NW Iowa RNG, LLC, the Iowa Finance Authority (the “Issuer”) issued $
24
Table of Contents
GEVO, INC.
Notes to Condensed Consolidated Financial Statements
(unaudited)
The 2021 Bonds were issued at a premium of $
2024 Bond Remarketing
On April 1, 2024 (the “Conversion Date”), the 2021 Bonds became subject to mandatory tender for purchase and have been remarketed to bear interest in a new term rate period (the “Remarketed Bonds”). In connection with the conversion and remarketing of the 2021 Bonds on the Conversion Date, the original Indenture was amended by a First Supplemental Indenture dated April 1, 2024 (together with the original Indenture the “First Supplemental Indenture,”) between the Issuer and the Trustee. The original bond financing agreement was amended by a First Supplemental Bond Financing Agreement dated April 1, 2024 (together with the original bond financing Agreement, the “First Supplemental Bond Financing Agreement”) between the Issuer and the Company. The Remarketed Bonds were accounted for as a debt extinguishment, with
The Remarketed Bonds retained the same principal and maturity date of January 1, 2042. The Remarketed Bonds now bear interest of
The Remarketed Bonds are supported by a $
Credit Agreement
On January 31, 2025, the Company, through its subsidiaries Net-Zero North HoldCo, LLC, Richardton-CCS, Net-Zero-Richardton, and other affiliates (the “Borrower”), entered into a Credit Agreement (the “Agreement”) with OIC Investment Agent, LLC as the administrative agent and collateral agent for the secured parties (“Lenders”), in connection with the Red Trail Energy acquisition transaction. The Agreement provides for a $
In connection with the Term Loan, and subject to the other terms under the Agreement, Lenders made an equity investment in Gevo Intermediate HoldCo, LLC (“Holdings”) equal to $
The Term Loan is secured by a first-lien security interest subject only to reasonable and customary permitted liens and encumbrances, in all the Borrower’s and each Guarantor’s tangible and intangible assets, properties controlled by Borrower and Guarantors, and contracts, including deposit accounts and collateral assignment of material contracts and certain real estate assets to
25
Table of Contents
GEVO, INC.
Notes to Condensed Consolidated Financial Statements
(unaudited)
be determined, and includes a pledge of all equity interests in the Borrower and its subsidiaries. The Agreement also contains customary affirmative and negative covenants, events of default, mandatory prepayments (including an excess cash flow sweep), conditions precedent, representations, and warranties.
Loans Payable
In April 2020, the Company entered into loan agreements with Live Oak Banking Company, pursuant to which the Company obtained loans from the Small Business Administration’s Paycheck Protection Program (“SBA PPP”) totaling $
In April 2021, the balance of $
The summary of the Company’s long-term debt is as follows (in thousands) as of:
| | | | | | | | | | |
|
| |
|
| | | | | | |
| | Interest Rate | | Maturity Date |
| June 30, 2025 |
| December 31, 2024 | ||
Term Loan | | | January 2030 | | $ | | | $ | — | |
Remarketed Bonds (1) |
|
| April 2026 | | | | | | | |
SBA loans |
|
| April 2025 | |
| — | |
| | |
Total debt | | |
|
| |
| | |
| |
Less: debt issuance costs | | |
|
| |
| ( | |
| ( |
Total debt, net | | |
|
| | $ | | | $ | |
Less: current portion | | | | | | | ( | | | ( |
Total non-current debt | | |
|
| | $ | | | $ | |
| (1) | On July 10, 2025, $ |
Future payments for the Company’s long-term debt are as follows (in thousands):
| | | |
Year Ending December 31, |
| Total Debt | |
2025 (remaining) | | $ | — |
2026 | | | |
2027 | | | — |
2028 | | | — |
2029 | | | — |
2030 and thereafter | |
| |
Total debt | | $ | |
17. | Stock-Based Compensation |
Equity incentive plans. In February 2011, the Company’s stockholders approved the Gevo, Inc. 2010 Stock Incentive Plan (as amended and restated to date, the “2010 Plan”), and the Employee Stock Purchase Plan.
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GEVO, INC.
Notes to Condensed Consolidated Financial Statements
(unaudited)
The 2010 Plan provides for the grant of non-qualified stock options, incentive stock options, stock appreciation rights, restricted stock awards, restricted stock units and other equity awards to employees and directors of the Company. In May 2025, upon approval of stockholders at the 2025 Annual Meeting of Stockholders, the 2010 Plan was amended and restated to (1) increase the number of shares of common stock reserved for issuance under the 2010 Plan by
Stock-based compensation expense. The Company records stock-based compensation expense during the requisite service period for share-based payment awards granted to employees and non-employees.
The following table sets forth the Company’s equity classified stock-based compensation expense for the periods indicated (in thousands):
| | | | | | | | | | | | |
|
| Three Months Ended June 30, | | Six Months Ended June 30, | ||||||||
| | 2025 |
| 2024 | | 2025 |
| 2024 | ||||
Cost of production | | $ | | | $ | | | $ | | | $ | |
General and administrative | |
| | |
| | |
| | |
| |
Other operating expenses | |
| | |
| | |
| | |
| |
Total stock-based compensation | | $ | | | $ | | | $ | | | $ | |
Stock option award activity.
| | | | | | | | | | | | | | |
|
| |
| |
| Weighted- |
| |
| | | |||
| | | | | | Average | | | | | | |||
| | | | Weighted- | | Remaining | | Weighted- | | | | |||
| | | | Average | | Contractual | | Average | | Aggregate | ||||
| | Number of | | Exercise | | Term | | Grant-Date | | Intrinsic | ||||
| | Options |
| Price (1) |
| (years) |
| Fair Value |
| Value | ||||
Options outstanding at December 31, 2024 |
| | | $ | | | |
| $ | | | $ | | |
Granted |
| | | | | |
|
|
| | | | | |
Forfeited and expired |
| ( | | | | |
|
|
| | | | | |
Exercised |
| ( | | | | |
|
|
| | | | | |
Options outstanding at June 30, 2025 |
| | | $ | | |
| | | $ | | | $ | |
Options vested and expected to vest at June 30, 2025 |
| | | $ | | |
| | | $ | | | $ | |
| (1) | Exercise price of options outstanding ranges from $ |
As of June 30, 2025,
Restricted stock. The Company periodically grants restricted stock awards to employees and directors. The vesting period for restricted stock awards granted may be based upon a service period or based upon the attainment of performance objectives. The Company recognizes stock-based compensation over the vesting period, which for awards that vest based on a service period is generally two to
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GEVO, INC.
Notes to Condensed Consolidated Financial Statements
(unaudited)
Non-vested restricted stock awards and the changes during the six months ended June 30, 2025, were as follows:
| | | | | |
|
| |
| Weighted- | |
| | | | Average | |
| | Number of | | Grant-Date | |
| | Shares | | Fair Value | |
Outstanding at December 31, 2024 |
| | | $ | |
Granted |
| | | $ | |
Vested and issued |
| ( | | $ | |
Forfeited and expired |
| ( | | $ | |
Non-vested at June 30, 2025 |
| | | $ | |
As of June 30, 2025, the total unrecognized compensation expense, net of actual forfeitures and expirations, relating to restricted stock awards was $
18. | Income Taxes |
The Company has incurred operating losses since inception; therefore,
19. | Commitments and Contingencies |
Legal Matters. From time to time, the Company has been, and may again become, involved in legal proceedings arising in the ordinary course of its business. The Company is not presently a party to any litigation and is not aware of any pending or threatened litigation against the Company that it believes could have a material adverse effect on its business, operating results, financial condition or cash flows.
State Tax Audit. During 2023, the Company was notified of a pending sales and use tax audit by the South Dakota Department of Revenue for the period covering January 2021 through December 2023. Although the final resolution of the Company’s sales and use tax audit is uncertain, based on current information, in the opinion of the Company’s management, the Company concluded that certain losses on litigation were probable and estimable; as a result, the Company recorded $
Indemnifications. In the ordinary course of its business, the Company makes certain indemnities under which it may be required to make payments in relation to certain transactions. As of June 30, 2025, the Company did
In addition, the Company indemnifies its officers and directors for certain events or occurrences, subject to certain limitations. The duration of these indemnifications, commitments, and guarantees varies and, in certain cases, is indefinite. The maximum amount of potential future indemnification is unlimited; however, the Company has a director and officer insurance policy that may enable it to recover a portion of any future amounts paid. The Company accrues losses for any known contingent liability, including those that may arise from indemnification provisions, when future payment is probable.
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GEVO, INC.
Notes to Condensed Consolidated Financial Statements
(unaudited)
Environmental Liabilities. The Company’s operations are subject to environmental laws and regulations adopted by various governmental authorities in the jurisdictions in which it operates. These laws require the Company to investigate and remediate the effects of the release or disposal of materials at its locations. Accordingly, the Company has adopted policies, practices and procedures in the areas of pollution control, occupational health and the production, handling, storage and use of hazardous materials to prevent material environmental or other damage, and to limit the financial liability which could result from such events. Environmental liabilities are recorded when the Company’s liability is probable, and the costs can be reasonably estimated.
Fuel Supply Commitment. The Company has
Firm Purchase Commitments for Corn. To ensure an adequate supply of corn to operate the GevoND plant, the Company enters into contracts to purchase corn from local farmers and elevators. As of June 30, 2025, the Company had various fixed price contracts for the purchase of approximately
The estimated commitments as of June 30, 2025, and thereafter are shown below (in thousands):
| | | | | | | | | | | | | | | | | | | | | |
| | December 31, | |||||||||||||||||||
| | | | | | | | | | | | | | | | | 2030 and | | | | |
|
| 2025 |
| 2026 |
| 2027 |
| 2028 |
| 2029 |
| thereafter |
| Total | |||||||
Fuel supply payments | | $ | | | $ | | | $ | | | $ | | | $ | | | $ | | | $ | |
East River commitment | | | — | | | | | | | | | — | | | — | | | — | | | |
Firm purchase commitments for corn | | | | | | — | | | — | | | — | | | — | | | — | | | |
Renewable energy credits | |
| | |
| | |
| | |
| | |
| | |
| | |
| |
Water purchases | | | | | | | | | | | | | | | | | | — | | | |
Electricity above use (est.) | |
| | |
| — | |
| — | |
| — | |
| — | |
| — | |
| |
Total | | $ | | | $ | | | $ | | | $ | | | $ | | | $ | | | $ | |
20. | Fair Value Measurements |
Accounting standards define fair value, outline a framework for measuring fair value, and detail the required disclosures about fair value measurements. Under these standards, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date in the principal or most advantageous market. Standards establish a hierarchy in determining the fair market value of an asset or liability. The fair value hierarchy has three levels of inputs, both observable and unobservable. Standards require the utilization of the highest possible level of input to determine fair value.
Level 1 – inputs include quoted market prices in an active market for identical assets or liabilities.
Level 2 – inputs are market data, other than Level 1, that are observable either directly or indirectly. Level 2 inputs include quoted market prices for similar assets or liabilities, quoted market prices in an inactive market, and other observable information that can be corroborated by market data.
Level 3 – inputs are unobservable and corroborated by little or no market data.
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GEVO, INC.
Notes to Condensed Consolidated Financial Statements
(unaudited)
The carrying value and fair value, by fair value hierarchy, of the Company’s financial instruments at June 30, 2025, and December 31, 2024 are as follows (in thousands):
| | | | | | | | | | | | |
|
| | | | Fair Value Measurements at June 30, 2025 | |||||||
| | | | | Quoted | | | | | | | |
| | | | | Prices in | | | | | | | |
| | | | | Active | | Significant | | | | ||
| | | | | Markets for | | Other | | Significant | |||
| | Fair Value at | | Identical | | Observable | | Unobservable | ||||
| | June 30, | | Assets | | Inputs | | Inputs | ||||
|
| 2025 |
| (Level 1) |
| (Level 2) |
| (Level 3) | ||||
Cash and cash equivalents (1) | | $ | | | $ | | | $ | | | $ | |
Commodities derivative instruments | | | | | | | | | | | | |
Total | | $ | | | $ | | | $ | | | $ | |
| | | | | | | | | | | | |
| | | | | Fair Value Measurements at December 31, 2024 | |||||||
| | | | | Quoted | | | | | | | |
| | | | | Prices in | | | | | | | |
| | | | | Active | | Significant | | | | ||
| | | | | Markets for | | Other | | Significant | |||
| | Fair Value at | | Identical | | Observable | | Unobservable | ||||
| | December 31, | | Assets | | Inputs | | Inputs | ||||
|
| 2024 |
| (Level 1) |
| (Level 2) |
| (Level 3) | ||||
Cash and cash equivalents (1) | | $ | | | $ | | | $ | | | $ | |
| (1) | Cash and cash equivalents includes $ |
The Company had
Remarketed Bonds
The fair value of the Remarketed Bonds is estimated using the Black-Derman-Toy interest rate lattice framework. The effective maturity of the Remarketed Bonds was assumed to be April 1, 2026 (
Term Loan
The fair value of the Term Loan entered into on January 31, 2025, is estimated to be equal to its carrying amount as of June 30, 2025, due to the short duration for which the loan was outstanding during the period.
The carrying values and estimated fair values of the Remarketed Bonds and Term Loan as of June 30, 2025, are summarized as follows (in thousands):
| | | | | | |
|
| Carrying |
| Estimated | ||
| | Value | | Fair Value | ||
Term Loan | | $ | | | $ | |
Remarketed Bonds | | $ | | | $ | |
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GEVO, INC.
Notes to Condensed Consolidated Financial Statements
(unaudited)
Redeemable non-controlling interest
The following table reflects the changes in the fair value of the redeemable non-controlling interest as of June 30, 2025.
| | | |
|
| Redeemable Non- | |
| | Controlling Interest | |
Contributions from non-controlling member made on January 31, 2025 | | $ | |
Net income attributable to non-controlling member | | | |
Fair value adjustment | | | |
Ending balance as of June 30, 2025 | | $ | |
21. | Stockholders’ Equity |
Share Issuances
At-the-Market Offering Program
In January 2024 the Company filed a registration statement on Form S-3, which included a base prospectus which covers the offer, issuance and sale of up to an aggregate of $
As of June 30, 2025, the Company has remaining capacity to issue up to $
Stock Repurchase Program
On May 30, 2023, the Company authorized a stock repurchase program, under which it may repurchase up to $
We did
Warrants
In June 2022, the Company completed a registered direct offering (“the June 2022 Offering”) of an aggregate of
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GEVO, INC.
Notes to Condensed Consolidated Financial Statements
(unaudited)
In addition to the Series 2022-A Warrants, the Company has warrants outstanding that were issued in conjunction with a registered direct offering in August 2020 (the “Series 2020-A Warrants”). The Company evaluated the Series 2022-A Warrants and Series 2020-A Warrants for liability or equity classification and determined that equity treatment was appropriate because both the Series 2022-A Warrants and Series 2020-A Warrants do not meet the definition of liability instruments.
The Series 2022-A Warrants and Series 2020-A Warrants are classified as a component of equity because they are freestanding financial instruments that are legally detachable and separately exercisable from the shares of common stock with which they were issued, are immediately exercisable and will expire
The following table sets forth information pertaining to shares issued upon the exercise of warrants:
| | | | | | | | | | | | | |
| | |
| |
| | |
| |
| Shares |
| Shares |
|
| | | |
| | |
| |
| Issued upon |
| Underlying |
| | | | |
| | |
| Shares |
| Warrant |
| Warrants |
| | | | |
| Exercise |
| Underlying |
| Exercises as |
| Outstanding | |
| | | | | | Price as of |
| Warrants on |
| of |
| as of | |
| | Issuance | | Expiration | | | June 30, | | Issuance |
| June 30, |
| June 30, |
|
| Date |
| Date |
| 2025 |
| Date |
| 2025 |
| 2025 | |
Series 2020-A Warrants (1) |
| 7/6/2020 |
| 7/6/2025 | | $ | |
| |
| |
| |
Series 2022-A Warrants (1) |
| 6/8/2022 |
| 6/7/2027 | | $ | |
| |
| |
| |
Total Warrants | | | | | | | |
| |
| |
| |
| (1) | Equity-classified warrants. |
During the six months ended June 30, 2025 and 2024
22. | Variable Interest Entities |
The Company has entered into agreements with various SPEs to facilitate the development and construction of facilities to provide carbon neutral power to ATJ-60. These SPEs are structured as a limited liability companies.
Nonconsolidated VIEs
During September 2022 and February 2023, the Company entered into agreements with Zero6 Energy Development, Inc. (“ZEDI”), a national clean energy expert that provides expertise in capital management, development, engineering, and asset management, to develop and construct facilities to provide carbon neutral power to ATJ-60 via two Project LLCs: Kingsbury County Wind Fuel, LLC (“KCWF”) and Dakota Renewable Hydrogen, LLC (“DRH”), respectively. In December 2023 the agreements with ZEDI related to the two Project LLCs were amended to remove certain kickout rights that previously existed.
Each Project LLC is currently funded via advances for certain long lead equipment items from Gevo. The Company has made certain refundable project advances indirectly to the Project LLCs via ZEDI, to induce ZEDI to design and construct the power generation, transmission and distribution facilities that will serve ATJ-60.
Each Project LLC is a VIE, and the Company holds an implicit variable interest in each Project LLC. As of December 2023, we have concluded that the removal of the kickout rights from the agreements has resulted in a loss of control and that, therefore, the Company is no longer the primary beneficiary of the Project LLCs. The Project LLCs are a VIE because their equity is insufficient to maintain its on-going collateral requirements without additional financial support from the Company.
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Table of Contents
GEVO, INC.
Notes to Condensed Consolidated Financial Statements
(unaudited)
There was
23. | Segments |
Operating segments are defined as components of an entity for which discrete financial information is available that is regularly reviewed by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources to an individual segment and in assessing performance. The Company’s Chief Executive Officer is the CODM. The CODM assesses the segments’ performance by using income (loss) from operations.
The CODM uses operating results for each segment predominantly in the annual budget and forecasting process. The CODM considers budget-to-actual variances on a quarterly basis when making decisions about the allocation of operating and capital resources of each segment. As such, management has determined that the Company has organized its operations and activities in the manner in which information is utilized by the CODM and has determined that it has
Gevo segment. The Gevo segment is responsible for all research and development activities related to the future production of SAF, commercial opportunities for other renewable hydrocarbon products, such as hydrocarbons for gasoline blendstocks and diesel fuel; ingredients for the chemical industry, such as ethylene and butenes; plastics and materials; and other chemicals. The Gevo segment also develops, maintains and protects its intellectual property portfolio, provides corporate oversight services, and is responsible for development of Verity platforms.
GevoFuels segment. GevoFuels is a cornerstone of the Company’s operations, committed to driving low-cost, sustainable, and American-made energy solutions. Our focus is on advancing practical, low-carbon energy alternatives that promote energy independence and strengthen the economy. This segment is dedicated to the development, construction, and operation of Alcohol-to-Jet projects that are not only good for the environment but also cost-effective for businesses and consumers. Our flagship project, ATJ-60, is a groundbreaking greenfield initiative focused on producing SAF in the U.S.
GevoRNG segment. The Renewable Natural Gas segment includes GevoRNG which is an innovative project that leverages anaerobic digestion technology to capture and convert methane emissions into renewable natural gas. This project plays a significant role in addressing both the environmental impact of methane emissions and the growing demand for cleaner energy alternatives. RNG is chemically identical to conventional natural gas, but it is produced from organic waste rather than fossil fuels, making it a sustainable and carbon-neutral energy source. By converting methane emissions into RNG, GevoRNG helps mitigate the environmental impact of livestock farming, specifically reducing the greenhouse gases that contribute to climate change.
GevoND segment. The GevoND segment includes advanced CCS technologies and low-carbon ethanol assets at a newly acquired facility in North Dakota, enhancing our portfolio of integrated, cost-effective carbon abatement solutions. The principal products manufactured by our ethanol plant include ethanol and distillers grains. At capacity, GevoND facility is capable of processing approximately
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Table of Contents
GEVO, INC.
Notes to Condensed Consolidated Financial Statements
(unaudited)
The "Other Expenses" in the segment table include the following components: cost of production, general and administrative expenses, acquisition-related costs, facility idling costs, and other expenses.
| | | | | | | | | | | | | | | |
| | Three Months Ended June 30, 2025 | |||||||||||||
(in thousands) | | Gevo | | GevoFuels | | GevoRNG | | GevoND | | Consolidated | |||||
Revenues | | $ | | | $ | — | | $ | | | $ | | | $ | |
Less: | | | | | | | | | | | | | | | |
Depreciation and amortization | | | | | | — | | | | | | | | | |
Research and development | | | | | | — | | | — | | | — | | | |
Project development | | | | | | | | | — | | | | | | |
Operating and other expenses | | | | | | — | | | | | | | | | |
Income (loss) from operations | | | ( | | | ( | | | | | | | | | |
Interest expense | | | ( | | | — | | | ( | | | ( | | | ( |
Interest and investment income | | | | | | — | | | — | | | | | | |
Consolidated net income (loss) | | | ( | | | ( | | | | | | | | | |
| | | | | | | | | | | | | | | |
Acquisitions of property, plant, and equipment | | | | | | | | | | | | | | | |
Goodwill | | | | | | — | | | — | | | | | | |
Total assets | | | | | | | | | | | | | | | |
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GEVO, INC.
Notes to Condensed Consolidated Financial Statements
(unaudited)
| | | | | | | | | | | | |
| | Three Months Ended June 30, 2024 | ||||||||||
|
| Gevo |
| GevoFuels |
| GevoRNG |
| Consolidated | ||||
Revenues | | $ | | | $ | — | | $ | | | $ | |
Less: | | | | | | | | | | | | |
Depreciation and amortization | | | | | | — | | | | | | |
Research and development | | | | | | — | | | — | | | |
Project development | | | | | | | | | — | | | |
Operating and other expenses | | | | | | — | | | | | | |
Loss from operations | | | ( | | | ( | | | ( | | | ( |
Interest expense | | | ( | | | | | | ( | | | ( |
Interest and investment income | | | | | | — | | | — | | | |
Consolidated net loss | | | ( | | | ( | | | ( | | | ( |
| | | | | | | | | | | | |
Acquisitions of property, plant, and equipment | | | | | | ( | | | | | | |
Goodwill | | | — | | | — | | | — | | | — |
Total assets | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | Six Months Ended June 30, 2025 | |||||||||||||
| | Gevo | | GevoFuels | | GevoRNG | | GevoND | | Consolidated | |||||
Revenues | | $ | | | $ | — | | $ | | | $ | | | $ | |
Less: | | | | | | | | | | | | | | | |
Depreciation and amortization | | | | | | — | | | | | | | | | |
Research and development | | | | | | — | | | — | | | — | | | |
Project development | | | | | | | | | — | | | | | | |
Operating and other expenses | | | | | | — | | | | | | | | | |
Income (loss) from operations | | | ( | | | ( | | | | | | | | | ( |
Interest expense | | | ( | | | — | | | ( | | | ( | | | ( |
Interest and investment income | | | | | | — | | | — | | | | | | |
Consolidated net income (loss) | | | ( | | | ( | | | | | | | | | ( |
| | | | | | | | | | | | | | | |
Acquisitions of property, plant, and equipment | | | | | | | | | | | | | | | |
Goodwill | | | | | | — | | | — | | | | | | |
Total assets | | | | | | | | | | | | | | | |
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GEVO, INC.
Notes to Condensed Consolidated Financial Statements
(unaudited)
| | | | | | | | | | | | |
| | Six Months Ended June 30, 2024 | ||||||||||
|
| Gevo |
| GevoFuels |
| GevoRNG |
| Consolidated | ||||
Revenues | | $ | | | $ | — | | $ | | | $ | |
Less: | | | | | | | | | | | | |
Depreciation and amortization | | | | | | — | | | | | | |
Research and development | | | | | | — | | | — | | | |
Project development | | | | | | | | | — | | | |
Operating and other expenses | | | | | | — | | | | | | |
Loss from operations | | | ( | | | ( | | | ( | | | ( |
Interest expense | | | ( | | | — | | | ( | | | ( |
Interest and investment income | | | | | | — | | | — | | | |
Consolidated net loss | | | ( | | | ( | | | ( | | | ( |
| | | | | | | | | | | | |
Acquisitions of property, plant, and equipment | | | | | | | | | | | | |
Goodwill | | | — | | | — | | | — | | | — |
Total assets | | | | | | | | | | | | |
24. Subsequent Events
On July 10, 2025, Gevo announced that Barclays Capital Inc. purchased $
On July 4, 2025, the OBBBA, which includes a broad range of tax reform provisions, was enacted in the U.S. The Company is evaluating the provisions of the OBBBA, but does not expect it to have a material impact on the financial statements. See Note 3, Tax Credit Recognition and Sales, for additional information.3
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Forward-Looking Statements
This Quarterly Report on Form 10-Q (this “Report”) contains forward-looking statements within the meaning of Section 21 E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). When used in this Report, the words “expect,” “believe,” “anticipate,” “estimate,” “intend,” “plan” and similar expressions are intended to identify forward-looking statements. These statements relate to future events or our future financial or operational performance and involve known and unknown risks, uncertainties and other factors that could cause our actual results, levels of activity, performance or achievements to differ materially from those expressed or implied by these forward-looking statements. These statements reflect our current views with respect to future events and are based on assumptions and subject to risks and uncertainties. These forward-looking statements include, among other things, statements about: our financial condition, our revenues, results of operation and liquidity, our expectations regarding the financing, development, and construction of our projects, and the associated costs, our ability to produce our products, our expectations regarding the demand for our products and our ability to meet such demand, our ability to meet production, financial and operational guidance, our strategy to pursue low-carbon or “net zero” carbon renewable fuels, our ability to replace our fossil-based energy sources with renewable energy sources at our Alcohol-to-Jet Projects and elsewhere, our expectations regarding jet fuel consumption, our expectations regarding the location, start-up date and production results for our Alcohol-to-Jet Projects, our expectations regarding the anticipated benefits of our acquisition of the majority of the assets of Red Trail Energy, LLC (“Red Trail Energy”) and the impact thereof on our financial results and operations, our expectations regarding the benefits of ETO (as defined below) technology, our expectations regarding our ability to produce and the anticipated benefits of renewable liquid hydrocarbons, our expectations regarding our ability to produce and resell protein and other products for use in the food chain, our ability and plans to construct greenfield commercial hydrocarbon facilities to produce synthetic aviation fuel (“SAF”) and other products, our ability to raise additional funds to finance our business and the sources of those funds, our ability to successfully operate our renewable natural gas (“RNG”) facilities in Iowa and our expectations regarding levels of RNG production, the availability of, and market prices for, government economic incentives to the renewable energy market, achievement of advances in our technology platform, the availability of suitable and cost-competitive feedstocks, our ability to gain market acceptance for our products, our expectations regarding the demand for and revenue to be generated from the sale of carbon credits, our expectations regarding reimbursement of costs incurred under the USDA Grant (defined below), the expected cost-competitiveness and relative performance attributes of our products, our strategy to pursue alcohol-to-jet development and production, additional competition, the expected sale of Agri-Energy, LLC and the timing thereof, and changes in economic conditions. Important factors could cause actual results to differ materially from those indicated or implied by forward-looking statements such as those contained in documents we have filed with the United States (“U.S.”) Securities and Exchange Commission (the “SEC”), including this Report in Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” our Annual Report on Form 10-K for the year ended December 31, 2024 (our “2024 Annual Report”), including Item 1A. “Risk Factors” of our 2024 Annual Report and subsequent reports on Form 10-Q. All forward-looking statements in this Report are qualified entirely by the cautionary statements included in this Report and such other filings. These risks and uncertainties or other important factors could cause actual results to differ materially from results expressed or implied by forward-looking statements contained in this Report. These forward-looking statements speak only as of the date of this Report. We undertake no intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, and readers should not rely on the forward-looking statements as representing the Company’s views as of any date subsequent to the date of the filing of this Report.
Unless the context requires otherwise, in this Report the terms “Gevo,” “we,” “us,” “our” and “Company” refer to Gevo, Inc. and its wholly owned, direct and indirect subsidiaries.
The following discussion should be read in conjunction with our unaudited condensed consolidated financial statements and the related notes and other financial information appearing elsewhere in this Report. Readers are also urged to carefully review and consider the various disclosures made by us which attempt to advise interested parties of the factors which affect our business, including, without limitation, the disclosures in our 2024 Annual Report.
Company Overview
We are a growth-oriented carbon abatement company that focuses on hard to decarbonize market sectors such as jet fuel, certain specialty fuels, on-road fuels, chemicals and materials, and certain products for the food chain such as protein and feeds made as co-products from our processes. Each of the market areas that Gevo focuses on have the common need for carbon-based products and are
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not conducive to full electrification or hydrogen. We produce and sell renewable, drop-in products for these sectors, and generate carbon abatement value through our plant design and business systems. Carbon abatement value can be valorized via Renewable Identification Numbers (“RINs”), state credits, tax credits available under the Inflation Reduction Act (“IRA”) and One Big Beautiful Bill Act (“OBBBA”), Canada’s Clean Fuel Regulations (“CFR”) and the value of Scope 3 greenhouse gas emissions for end customers. Gevo is primarily a project development, investment, and technology company, which also holds certain operating assets with the intent of generating cash flow.
Our primary market focus, given the large demand and growing customer interest, is carbon abated hydrocarbon fuels, including SAF. We believe that SAF produced from a carbohydrate-to-alcohol process is the most economically viable approach to meet growing jet fuel demand and to generate value from carbon abatement. 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. With the recent acquisition of the majority of the assets of Red Trail Energy, which specialized in the production of ethanol and feed co-products from corn and sequestering carbon through its carbon capture and sequestration asset, we have expanded our capabilities in the biofuels and carbon marketing sector. Red Trail Energy’s operations complement our renewable fuels strategy and enhance our ability to provide sustainable fuel alternatives and carbon sequestration, supporting our broader goal of diversifying renewable product streams.
Commodity Insights projects that global jet fuel production is expected to peak around 2035 at 7.8 million barrels per day, with SAF comprising approximately 11% of the aviation fuel mix. By 2050, the contribution of SAF could increase significantly, potentially representing 36% of global aviation fuel consumption, according to Commodity Insights. The International Air Transport Association (“IATA”), which represents over 300 airlines worldwide, forecasts that air travel demand will continue to grow, with the potential to double by 2040 compared to 2019 levels. In support of this growth, the IATA has adopted a resolution urging its members to achieve net-zero emissions by 2050. In line with this, the Boston Consulting Group anticipates substantial growth in global SAF demand in the coming decades, with SAF expected to account for 12% of global aviation energy demand by 2050.
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 jet fuel with reduced or eliminated greenhouse gas (“GHG”) footprint. We believe that this addresses the global need of economically reducing GHG emissions with “drop in” synthetic 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. Gevo expects that by using sustainably grown feedstock (e.g., low till, no-till cultivation, ethanol and other alcohols) and renewable and substantially decarbonized energy sources, drop-in hydrocarbon fuels can be produced that have a reduced or eliminated full life cycle footprint measured from the capture of renewable carbon through the burning of the fuel. This is because such feedstocks come from crops, which take carbon dioxide out of the atmosphere and convert it into biomass through photosynthesis. This yields vital amino acid nutrients, or protein, that humans and animals can consume, as well as vegetable oil and carbohydrates, or sugar. The plant sugar may be fermented with microorganisms to produce a clean alcohol suitable for on-road fuels, or for further industrial scale chemical processing into hydrocarbons. Given the overabundance of plant-derived sugar, the growing unmet demand for drop-in, renewable hydrocarbons such as SAF, and the availability of demonstrated industrial-scale technologies that can convert plant sugars to alcohols and then to hydrocarbons, we view our projects as first movers in an attractive, scalable new industry connecting this overabundance of plant sugar to unmet demand for products such as low-carbon ethanol, nutrients and SAF.
With our Renewable Jet Fuel Platform, Gevo has put together the business system for producing and marketing SAF via the alcohol-to-jet route with the intent of offering this system to other producers of SAF.
Our Renewable Jet Fuel Platform includes:
| ● | Technology and engineering design of modular alcohol-to-jet process and associated outside battery limits processes |
| ● | Modular alcohol-to-jet plants |
| ● | Marketing of products including SAF and carbon credits |
| ● | Carbon intensity tracking through the supply chain |
| ● | Carbon intensity ‘engineering’ |
| ● | Feedstock sourcing including identification of preferred feedstocks to serve the SAF market and tracking of those feedstocks through the supply chain |
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| ● | Decarbonized process energy selection and sourcing |
Gevo has an intellectual property portfolio consisting of hundreds of patents, many of which center around our Renewable Jet Fuel Platform, as well as proprietary know-how. In addition, we have partnered with other leading global technology companies to develop this system focused on two standard sizes, 30 and 60 million gallons per year (“MMGPY”) of SAF, referred to as ATJ-30 and ATJ-60, respectively. It is our intent to deploy these at two sites we have selected for their fit with the needs for such a SAF system.
We first designed the business system based on the ATJ-60 size. We identified a site in Lake Preston, South Dakota which we own, to deploy the ATJ-60 system. We then duplicated and modified the ATJ-60 designs to design the ATJ-30 business system. We believe GevoND would be an excellent site to deploy ATJ-30. We have also been in discussions with other companies around the world to deploy our SAF business systems.
GevoND. On September 10, 2024, Gevo and its subsidiaries entered into an Asset Purchase Agreement with Red Trail Energy to acquire substantially all of its assets and assume certain liabilities. The acquisition was completed on January 31, 2025, for a purchase price of $210 million, subject to customary adjustments, including a working capital adjustment. The transaction was funded through a combination of Gevo equity capital, and a $105 million senior secured term loan facility and $5 million in equity from Orion Infrastructure Capital (“OIC”), a U.S.-based private investment firm. OIC’s equity contribution resulted in the creation of a redeemable non-controlling interest (“NCI”). This NCI is subject to a Put/Call option feature, which grants Gevo the right to call (purchase) the units held by OIC, and OIC the right to put (sell) the units to Gevo under certain conditions. These options are exercisable for a period of three years following the repayment of all outstanding debt under the credit agreement with OIC. As a result of the redeemable nature of this non-controlling interest, it has been classified as temporary equity on the Company’s Condensed Consolidated Balance Sheets.
The acquired assets include an ethanol production plant, a carbon capture and storage well, and leases which give us rights to use additional pore space for carbon capture. The operational personnel of Red Trail Energy joined Gevo upon the closing of the acquisition. The acquired ethanol production facility converts corn into ethanol and distillers grains, a high-protein animal feed containing essential amino acid nutrients, and corn oil. The included carbon capture and sequestration (“CCS”) assets are expected to support Gevo’s broader carbon abatement goals, particularly in relation to its Renewable Jet Fuel Platform. We believe the acquisition strengthens Gevo’s growth trajectory by adding ethanol production, distillers grains, corn oil, and CDR credit sales to our revenue stream, while also enhancing our capabilities in CCS and supporting our broader strategic efforts in SAF production which use low-carbon alcohol as a feedstock.
We have begun sales of the resultant carbon tax credits from our CCS asset in North Dakota. In June 2025, we executed an agreement to sell tax credits to generate cash flow for our North Dakota operation.
ATJ-30 at GevoND. We have duplicated and modified the ATJ-60 design into an ATJ-30 design which we expect will be deployed for our North Dakota site, which would upgrade the low-carbon ethanol already produced onsite to jet fuel. We expect to continue engineering and development through 2025 and into 2026 before completing the front-end engineering design (“FEED”) phase of the project. At the end of FEED, we expect to have a capital estimate and schedule for the project. Because we began with the designs and know-how from the ATJ-60 project, we are able to shorten the time and costs to complete the development phase of the project.
ATJ-60 at Lake Preston, South Dakota. ATJ-60 is designed to produce approximately 65 MMGPY of total hydrocarbon volumes, including 60 MMGPY of SAF. The liquid hydrocarbons, when burned, are expected to have a “net zero” GHG footprint. 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 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. In connection with the planned construction of Gevo’s ATJ-60 SAF facility, Gevo commissioned an analysis by Charles River Associates, which estimated that the facility will contribute approximately $116 million annually to the local economy, generating 100 direct jobs at the plant and creating an additional 736 local jobs. Furthermore, the analysis estimated that (i) the construction phase of the ATJ-60 facility is projected to provide a temporary $184 million economic boost and support 1,266 jobs; and (ii) the facility is expected to generate $1.82 per gallon of SAF produced in local economic value and contribute an estimated $23 million annually in federal tax revenue.
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We currently expect to finance the construction of ATJ-60 at the subsidiary level using a combination of Company equity (including funds already spent on the project), and capital from project level equity and debt financing. The Company previously projected $40.0 million would be spent on ATJ-60 between January 2025 and the financial close of ATJ-60. The Company expects that the timing of this remaining spending will align with the timeline for financial close of the project. 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 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. On October 16th, 2024, ATJ-60 reached a critical milestone of receiving conditional commitment from the DOE for a loan guarantee facility with a capacity of approximately $1.6 billion (including capitalized interest during construction). This milestone is significant as it helps to validate ATJ-60’s integrity, which is underpinned by the DOE’s diligence process. 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. We are also working to secure access to carbon capture and sequestration at the site.
We are evaluating and performing early site development work at several sites in the U.S. for other greenfield sites. These sites include several locations that are particularly advantageous in terms of potential economics, opportunities to decarbonize, and time to market. In addition, we are pursuing potential 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. 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 Business. The RNG business in Northwest Iowa started up and began producing and injecting initial volumes of biogas in 2022, during the project’s testing and ramp-up period. In 2023, the project achieved stable production levels and surpassed our annual production target of 310,000 million British thermal units (“MMBtu”). In addition, in 2024 we completed an expansion to the RNG business to increase its annual expected output from 355,000 MMBtu to 400,000 MMBtu.
The RNG business generates revenue through the sale of RNG and environmental attributes associated with RNG produced at the facility. These environmental attributes include credits under California’s Low Carbon Fuel Standard (“LCFS”) program and the U.S. Environmental Protection Agency (“EPA”) Renewable Fuels Standard (“RFS”) program (“RFS Program”), which allow us to earn renewable identification numbers (“RINs”). Gevo was granted registration approval by the EPA in 2022, allowing us to participate in the RFS Program to receive RINs.
We previously operated under a temporary pathway from California’s LCFS program, which we received during the first quarter of 2023. We continued to realize sales for our environmental attributes under the temporary pathway for LCFS credits and RINs in 2024. In March of 2025, the California Air Resources Board (“CARB”) approved our application for a provisional Tier 2 pathway, representing the significantly lower carbon intensity of our RNG than was reflected under the temporary pathway. With the provisional pathway approval having been received prior to March 31, 2025, we were able to apply the provisional pathway carbon intensity score to dispensing activities that occurred in Q4 2024, which also included RNG production for the months of July and August stored and dispensed in Q4 2024, and for dispensing activities throughout 2025.
Our provisional pathway has a CI score of approximately -339 MJ/eCO2, which represents approximately 160,000 carbon credits in the California LCFS system assuming our RNG operation produces 400,000 MMBTU in 2025. This is an increase of carbon credits from approximately 90,000 credits under our old temporary pathway of -150 MJ/eCO2. The increase of carbon credit generation of approximately 70,000 credits represents a significant increase in revenue for the RNG business.
Verity. Verity Holdings, LLC (“Verity”), a wholly owned subsidiary of Gevo, Inc., enables the tracking, verification, and empirically valuation of intangible attributes associated with processed goods, including carbon intensity across the full carbon lifecycle. Verity provides end-to-end carbon accounting via a proprietary digital Measure, Report and Verify (“MRV”) platform. This platform specializes in carbon accounting and services aimed at maximizing the value of environmental benefits throughout the entire business system. Verity's comprehensive approach includes regulatory analysis, strategy development, life cycle analysis, compliance management, audit readiness, carbon marketing, utilization and retirement services, and trading/marketing for Scope 1, 2, and 3
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emissions. By integrating advanced technological capabilities, Verity supports Gevo's mission of converting renewable energy and biogenic carbon into sustainable fuels and chemicals with a net zero or better carbon footprint.
Key Verity project highlights include:
| ● | Development of Verity began as a value-added service for our SAF production, and was then expanded to support external customers; |
| ● | Five ethanol producers currently contracted, with additional producers in the pipeline; |
| ● | Completed its first privately-sponsored grower’s program for a biofuel client in the midwestern U.S.; |
| ● | Established agreements with two soybean processors to track the environmental attributes of soybeans, including soybean oil and renewable diesel; |
| ● | Acquired Cultivate Agricultural Intelligence, LLC (“CultivateAI”), a cloud-based, mobile software-as-a-service (“SaaS”) platform that helps stakeholders make informed, data-driven decisions with real-time analytics. Currently we are integrating CultivateAI’s platform with Verity’s attribute tracking solutions to deliver advanced solutions for carbon abatement across industries such as in food, feed, fuels and industrial markets; and |
| ● | Capital light, fee-based, industry agnostic business model. |
It is critical that we prove the CI of Gevo’s products, ensuring that these values are accurate and auditable. 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. 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 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. We believe that in the future, regenerative agricultural practices have the potential to sequester large quantities of soil organic carbon while improving soil health.
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. Verity intends to document and account for carbon capture in conjunction with scientifically supported measurement techniques. The potential for Verity is broad and could be applicable to tracking the CI of various items beyond Gevo’s internal businesses, including, but not limited to, renewable fuels, food, feed and industrial products through their respective business systems and value chains. Our robust scientific measurement, reporting, and verification plan and approach is expected to provide a high-quality credit that should meet regulated compliance and unregulated carbon markets.
Verity Contracts. In March 2023, we entered into a joint development framework agreement with Southwest Iowa Renewable Energy; in August 2023, we entered into a joint development framework agreement with a second ethanol producer in the midwestern U.S. that has over 100 million gallons of capacity; and in October 2023, we entered into an agreement with a third ethanol producer in the southwestern U.S. These agreements include commercial terms and profit-sharing frameworks. As we grow Verity as an externally facing business, we are working to sign up additional ethanol and biofuel customers. Each of these agreements will focus on implementing Verity technology and developing the market for carbon credits to help farmers and biofuel producers quantify the CI reductions for their products.
During the second quarter of 2023, we launched the Verity Tracking platform (the “Platform”) with farmers in the Lake Preston, South Dakota area who participated in our 2022 grower program. In its initial release, the Platform allows the users to measure, report, verify, and view the CI scores at both the farm average and field-by-field levels. The Platform provides insights into the contributors and removers behind the CI, helping users to understand the factors that drive differences in CI performance between fields. Users can also compare their scores with the U.S. national average calculated by the GREET model.
In the third and fourth quarters of 2024, Verity entered into agreements with two additional ethanol plants, extending our reach in the U.S. ethanol market. One of those plants is GevoND, formally Red Trail Energy, which Gevo acquired in January of 2025. Verity also added two soybean processing facilities to assist in tracking environmental aspects of soybean oil and renewable diesel, enabling them to expand into new markets.
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Acquisition of CultivateAI. In the third quarter of 2024, Gevo acquired CultivateAI, a leading provider of agricultural data through a cloud-based, mobile SaaS platform. CultivateAI is a proven business with a track record of repeatable revenue. The business provides agricultural data to clients through a SaaS platform, leveraging high-resolution drone and satellite technology. This process begins by capturing detailed imagery of an agricultural operation. CultivateAI uses that information to build missing GIS maps and create a digital agricultural inventory, including facilities, assets, and crops. This comprehensive digital inventory generates quantifiable insights that help customers improve management practices and overall performance. CultivateAI’s technology has enabled Verity to accelerate its technology and business development efforts and overall growth.
USDA Grant. On April 22, 2025, we received notification of the termination of the U.S. Department of Agriculture (“USDA”) Partnerships for Climate-Smart Commodities grant for Gevo’s Climate-Smart Farm-to-Flight Program (the “USDA Grant”).
Although terminated early, we believe we have achieved considerable progress through the Farm-to-Flight Program:
| ● | The Farm-to-Flight Program enrolled more than 145,000 acres of active farmland in 2024, as farmers received premium payments on crops from fields that utilize effective, efficient farming methods that improve their soil health and product yield for the long run. |
| ● | Participating farmers were eligible for an estimated $11 million for their participation during the program. |
| ● | Our Farm-to-Flight Program had a 100% farmer retention rate year-over-year and grew to nearly 200 farmers in 2024. Farmers participated in our program because it reduced their input costs, improved their yields, and increased their bottom line. |
| ● | As the Farm-to-Flight Program encouraged use of regenerative agriculture practices, Gevo’s Verity subsidiary measured, quantified, and verified farmers’ results. The outcome of our program was a 9.8-point reduction in carbon intensity (“CI”) for corn feedstock. This outcome adds value to farmers’ crops because CI is a key attribute in domestic and international markets for SAF and other renewable fuels, as well as for chemicals used to make drop-in products, typically derived from petroleum, with the performance consumers demand today. |
During the six months ended June 30, 2025, the Company incurred $8.8 million of costs under the USDA Grant, which are included in Project development costs in the Condensed Consolidated Statement of Operations. The Company has been reimbursed $10.6 million and expects to be reimbursed for all remaining eligible costs not yet reimbursed by the USDA under the grant in future periods.
The termination did not have a material impact on the financial statements for the six months ended June 30, 2025, nor impact Gevo’s commercial objectives, since the critical work under the project had already been completed.
Ethanol to Olefins and the LG Chem Agreement. In April 2023, we entered into a joint development agreement with LG Chem, Ltd. (“LG Chem”) a leading global chemical company to develop bio-propylene for renewable chemicals using our Ethanol-to-Olefins (“ETO”) technology. Gevo’s proprietary ETO technology can target carbon neutral or carbon negative drop-in replacements for traditional petroleum-based building blocks called olefins, including bio-propylene, which can be used for renewable chemicals or fuels including SAF. 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. We also believe ETO will reduce the capital and operating cost in future Alcohol-to-Jet SAF production facilities.
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. LG Chem is expected to bear all scale-up costs for chemicals and make certain payments to Gevo. In the second quarter of 2023, we received $1.1 million, which is net of foreign taxes withheld of $0.2 million, and in the second quarter of 2024 received $0.7 million, which is net of foreign taxes withheld of $0.1 million. We expect to receive an additional $0.4 million through 2025 to help defray costs associated with the joint development efforts. In addition, LG Chem agreed to make certain payments to us upon commencement of commercialization as follows:
| ● | $5.0 million upon commencement of commercialization, to be paid ratably over a period of five years. |
| ● | 1% royalty on Net Sales for the first production facility beginning six years from commercial operation. |
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| ● | 1% royalty on Net Sales for all subsequent production facilities upon commencement of operations. |
We also achieved the following recent milestones on our ETO technology:
| ● | In the first quarter of 2024, we successfully launched an ETO pilot plant at a third-party facility in Crosby, Texas, which has delivered the results required to move to the next phase of scale-up in our agreement with LG Chem. |
| ● | We achieved the second milestone under the joint development agreement with LG Chem in April 2024. As a result, we have received, project-to-date, $2.1 million in payments under the agreement. |
| ● | In the third quarter of 2024, we successfully completed the first phase of developing our ETO pilot plant at a third-party facility. The data is being used for process design and further scale-up planning. |
| ● | In December 2024, we extended our joint development agreement with LG Chem to accelerate the commercialization of bio-propylene using Gevo’s ETO technology, aiming to deliver cost-effective, bio-based renewable fuels and chemicals. |
Ethanol to Olefins and the Axens Agreement. Axens and Gevo are building on their previous successful commercial cooperation to ensure they remain leaders in the ETJ space by partnering with IFPEN on the final development and commercial deployment of Gevo’s next-generation ETO process for fuel applications that are expected to achieve zero carbon intensity or better. Gevo’s ETO process produces light olefins from ethanol, which can then be converted to transportation fuels utilizing commercially proven oligomerization and hydrogenation technologies. Provided the technology development is completed successfully, Gevo is expected to lead deployment of its ETO technology in North America with an effort to bring high-quality jobs and economic development to rural America, and Axens would provide process licensing, catalyst, equipment, and engineering services globally.
Luverne Facility. On May 28, 2025, Gevo entered into a definitive agreement to sell Agri-Energy, LLC (“Agri”), a wholly owned subsidiary of Gevo, to A.E. Innovation, LLC (“A.E.”) for $7 million. The transaction includes the Luverne Facility and is expected to close by the end of 2025, subject to the procurement of financing by A.E. and the satisfaction of other customary closing conditions. Gevo will retain ownership of certain isobutanol-production-related assets and a portion of the vacant land at the site for future use. With these retained assets, Gevo could potentially produce up to 1 million gallons per year of isobutanol, which can be sold as a specialty chemical or converted into isooctane and jet fuel. A.E., an agriculture-oriented buyer group located in Minnesota, will acquire the ethanol plant and a portion of the land with the intent to restart ethanol production, which has been idled since 2022 as we shifted focus to our Renewable Jet Fuel Platform. Over the last several years, the Luverne Facility, in conjunction with local farmers, has been used as a demonstration site for educating Gevo’s stakeholders about regenerative agriculture and the versatility of corn and its co-products, as well as biofuel production, including SAF, isobutanol, and ethanol.
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RNG 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. The following table summarizes the key operating metrics described above, recorded on our RNG segment, which metrics we use to measure performance:
| | | | | | | | | | | | |
| | Three Months Ended June 30, | | | | | | | ||||
(in thousands, unless otherwise indicated) |
| 2025 |
| 2024 |
| Change |
| Change % |
| |||
Operating revenues |
| |
|
| |
|
| |
|
|
|
|
Renewable natural gas (RNG) | | $ | 225 | | $ | 141 | | $ | 84 | | 60 | % |
Environmental attributes - RINs | |
| 2,144 | |
| 3,150 | |
| (1,006) | | (32) | % |
Environmental attributes - LCFS | |
| 1,912 | |
| 1,033 | |
| 879 | | 85 | % |
Total operating revenues | | $ | 4,281 | | $ | 4,324 | | $ | (43) | | (1) | % |
RNG metrics (MMBtu) | |
|
| |
|
| |
|
| |
| |
RNG production volumes | |
| 92 | |
| 95 | |
| (3) | | (3) | % |
Less: RNG production volumes dispensed | |
| (92) | |
| (95) | |
| 3 | | (3) | % |
Total RNG volumes available for RIN and LCFS generation (1) | |
| — | |
| — | |
| — | | 100 | % |
RIN metrics | |
|
| |
|
| |
|
| |
| |
RIN generation (2) (3) | |
| 1,077 | |
| 1,116 | |
| (39) | | (3) | % |
Plus: Prior period RINs carried into current period | | | 350 | | | 400 | | | (50) | | (13) | % |
Less: RINs sold | |
| (1,063) | |
| (1,175) | |
| 112 | | (10) | % |
RIN inventory | |
| 364 | |
| 341 | |
| 23 | | 7 | % |
Average realized RIN price (4) | | $ | 2.02 | | $ | 2.68 | | $ | (0.66) | | (25) | % |
LCFS metrics | |
|
| |
|
| |
|
| |
| |
LCFS generation (5) | | | 37 | | | 21 | | | 16 | | 76 | % |
Plus: Prior period LCFS carried into current period | | | 32 | | | 19 | | | 13 | | 68 | % |
Less: LCFS sold | | | (32) | | | (19) | | | (13) | | 68 | % |
LCFS inventory | | | 37 | | | 21 | | | 16 | | 76 | % |
Average realized LCFS price (4) | | $ | 59.75 | | $ | 54.37 | | $ | 5.38 | | 10 | % |
Operating expenses | | | | | | | | | | | | |
RNG operating expenses | | $ | 2,826 | | $ | 5,640 | | $ | (2,814) | | (50) | % |
RNG operating expenses per MMBTU (actual) | | $ | 30.72 | | $ | 59.37 | | $ | (28.65) | | (48) | % |
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| | | | | | | | | | | | |
| | Six Months Ended June 30, | | | | | | | ||||
(in thousands, unless otherwise indicated) |
| 2025 |
| 2024 |
| Change |
| Change % |
| |||
Operating revenues |
| |
|
| |
|
| |
|
|
|
|
Renewable natural gas (RNG) | | $ | 523 | | $ | 360 | | $ | 163 | | 45 | % |
Environmental attributes - RINs | |
| 3,711 | |
| 5,786 | |
| (2,075) | | (36) | % |
Environmental attributes - LCFS | |
| 5,719 | |
| 2,167 | |
| 3,552 | | 164 | % |
Total operating revenues | | $ | 9,953 | | $ | 8,313 | | $ | 1,640 | | 20 | % |
RNG metrics (MMBtu) | |
|
| |
|
| |
|
| |
| |
RNG production volumes | |
| 172 | |
| 184 | |
| (12) | | (7) | % |
Less: RNG production volumes dispensed | |
| (172) | |
| (184) | |
| 12 | | (7) | % |
Total RNG volumes available for RIN and LCFS generation (1) | |
| — | |
| — | |
| — | | 100 | % |
RIN metrics | |
|
| |
|
| |
|
| |
| |
RIN generation (2) (3) | |
| 2,013 | |
| 2,159 | |
| (146) | | (7) | % |
Plus: Prior period RINs carried into current period | | | 207 | | | 395 | | | (188) | | (48) | % |
Less: RINs sold | |
| (1,856) | |
| (2,213) | |
| 357 | | (16) | % |
RIN inventory | |
| 364 | |
| 341 | |
| 23 | | 7 | % |
Average realized RIN price (4) | | $ | 2.00 | | $ | 2.61 | | $ | (0.62) | | (24) | % |
LCFS metrics | |
|
| |
|
| |
|
| |
| |
LCFS generation (5) | | | 96 | | | 40 | | | 56 | | 140 | % |
Plus: Prior period LCFS carried into current period | | | 32 | | | 20 | | | 12 | | 60 | % |
Less: LCFS sold | | | (91) | | | (39) | | | (52) | | 133 | % |
LCFS inventory | | | 37 | | | 21 | | | 16 | | 76 | % |
Average realized LCFS price (4) | | $ | 62.85 | | $ | 55.56 | | $ | 7.28 | | 13 | % |
Operating expenses | | | | | | | | | | | | |
RNG operating expenses | | $ | 8,028 | | $ | 10,745 | | $ | (2,717) | | (25) | % |
RNG operating expenses per MMBTU (actual) | | $ | 46.67 | | $ | 58.40 | | $ | (11.72) | | (20) | % |
| (1) | Represents gas production which has not been dispensed to generate RINs and LCFS. |
| (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 11.693 gallons of ethanol, and thus may generate 11.693 RINs under the RFS Program. |
| (4) | Realized prices for environmental attributes (under the temporary pathway) are net of third-party commissions and thus do not correspond directly to index prices. |
| (5) | LCFS credits are generally generated in the calendar quarter following the gas being dispensed. |
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GevoND Key Operating Metrics
The following table summarizes production and price levels from the date of acquisition for our GevoND segment:
| | | | | | | | | | | | | | | |
| | Three Months Ended June 30, 2025 | |||||||||||||
(in thousands, unless otherwise indicated) |
| Ethanol |
| Dried |
| Modified Distillers Grains |
| Corn Oil |
| Total | |||||
Production quantities |
| | 16,845,538 | | | 26,778 | | | 24,801 | | | 5,056,240 |
| |
|
Unit price | | $ | 1.70 | | $ | 148.14 | | $ | 74.59 | | $ | 0.58 | | | |
Revenues | | $ | 28,666 | | $ | 3,967 | | $ | 1,850 | | $ | 2,912 | | $ | 37,395 |
Marketing fees and other | | | (158) | | | (54) | | | — | | | (3) | | | (215) |
Net Revenues | | $ | 28,508 | | $ | 3,913 | | $ | 1,850 | | $ | 2,909 | | $ | 37,180 |
| | | | | | | | | | | | | | | |
Primary production costs: | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
Corn ground (bushels) | | | | | | | | | | | | | | | 5,659,744 |
Corn cost per bushel | | | | | | | | | | | | | | $ | 4.23 |
Total corn production costs | | | | | | | | | | | | | | $ | 23,941 |
| | | | | | | | | | | | | | | |
Natural gas (MMBTU) | | | | | | | | | | | | | | | 408,184 |
Natural gas cost per MMBTU | | | | | | | | | | | | | | $ | 2.08 |
Total natural gas production costs | | | | | | | | | | | | | | $ | 849 |
| | | | | | | | | | | | | | | |
| | Six Months Ended June 30, 2025 | |||||||||||||
(in thousands, unless otherwise indicated) |
| Ethanol |
| Dried |
| Modified Distillers Grains |
| Corn Oil |
| Total | |||||
Operating revenues | | | | | | | | | | | | | | | |
Production quantities |
| | 27,982,122 | | | 38,370 | | | 54,830 | | | 7,960,860 |
| |
|
Unit price | | $ | 1.64 | | $ | 152.36 | | $ | 73.55 | | $ | 0.56 | | | |
Revenues | | $ | 46,016 | | $ | 5,846 | | $ | 4,033 | | $ | 4,478 | | $ | 60,373 |
Less: Marketing fees and other | | | (263) | | | (77) | | | — | | | (40) | | | (380) |
Total operating revenues | | $ | 45,753 | | $ | 5,769 | | $ | 4,033 | | $ | 4,438 | | $ | 59,993 |
| | | | | | | | | | | | | | | |
Primary production costs | | | | | | | | | | | | | | | |
Corn ground (bushels) | | | | | | | | | | | | | | | 9,527,232 |
Corn cost per bushel | | | | | | | | | | | | | | $ | 4.16 |
Total corn production costs | | | | | | | | | | | | | | $ | 39,633 |
Natural gas (MMBTU) | | | | | | | | | | | | | | | 672,301 |
Natural gas cost per MMBTU | | | | | | | | | | | | | | $ | 2.79 |
Total natural gas production costs | | | | | | | | | | | | | | $ | 1,876 |
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Results of Operations
Comparison of the Three Months Ended June 30, 2025 and 2024 (in thousands):
| | | | | | | | | | | | |
|
| Three Months Ended June 30, | |
| |
|
|
| ||||
|
| 2025 |
| 2024 |
| Change |
| Change % |
| |||
Total operating revenues | | $ | 43,413 | | $ | 5,260 | | $ | 38,153 | | 725 | % |
Operating expenses: | |
| | |
| | |
|
| | | |
Cost of production | |
| 17,265 | |
| 3,423 | |
| 13,842 | | 404 | % |
Depreciation and amortization | |
| 7,213 | |
| 4,277 | |
| 2,936 | | 69 | % |
Research and development expense | | | 934 | |
| 1,641 | | | (707) | | (43) | % |
General and administrative expense | |
| 10,783 | |
| 11,513 | |
| (730) | | (6) | % |
Project development costs | | | 831 | |
| 7,736 | | | (6,905) | | (89) | % |
Acquisition related costs | | | — | |
| — | | | — | | 100 | % |
Facility idling costs | | | 591 | |
| 699 | | | (108) | | (15) | % |
Total operating expenses | | | 37,617 | |
| 29,289 | |
| 8,328 | | 28 | % |
Income (loss) from operations | |
| 5,796 | |
| (24,029) | |
| 29,825 | | (124) | % |
Other (expense) income | |
|
| |
|
| |
|
| | | |
Interest expense | |
| (4,345) | |
| (1,113) | |
| (3,232) | | 290 | % |
Interest and investment income | |
| 1,322 | |
| 4,143 | |
| (2,821) | | (68) | % |
Other (expense) income, net | |
| (44) | |
| (3) | |
| (41) | | 1,367 | % |
Total other (expense) income, net | |
| (3,067) | |
| 3,027 | |
| (6,094) | | (201) | % |
Net income (loss) | | | 2,729 | | | (21,002) | | | 23,731 | | (113) | % |
Net income attributable to non-controlling interest | | | 585 | |
| — | |
| 585 | | 100 | % |
Net income (loss) attributable to Gevo, Inc. | | $ | 2,144 | | $ | (21,002) | | $ | 23,146 | | (110) | % |
Operating revenue. During the three months ended June 30, 2025, operating revenue increased by $38.2 million compared to the three months ended June 30, 2024. This increase was primarily due to $37.2 million in revenue from GevoND, and $0.9 million in revenue from the sale of isooctane and others.
Cost of production. Cost of production increased $13.8 million during the three months ended June 30, 2025, compared to the three months ended June 30, 2024, primarily due to production costs related to GevoND operation, partially offset by $20.8 million 45Z tax credit booked, net of transaction costs. The 45Z tax credit, designed to incentivize the production of SAF, allowed us to lower overall production costs, while maintaining production levels.
Depreciation and amortization. Depreciation and amortization increased $2.9 million during the three months ended June 30, 2025, compared to the three months ended June 30, 2024, primarily due to $4.8 million depreciation related to GevoND, partially offset by a $2.5 million reduction of depreciation related to assets fully depreciated at our Luverne Facility.
Research and development expense. Research and development expenses decreased $0.7 million during the three months ended June 30, 2025, compared to the three months ended June 30, 2024, primarily due to decreased consulting expenses.
General and administrative expense. General and administrative expense decreased $0.7 million during the three months ended June 30, 2025, compared to the three months ended June 30, 2024, primarily due to a $1.9 million decrease in stock-based compensation, partially offset by $1.2 million higher insurance costs, professional and consulting services and computer and software costs.
Project development costs. Project development costs are primarily related to our Alcohol-to-Jet Projects and Verity, which consist primarily of employee expenses, preliminary engineering costs, and technical consulting fees. Project development costs decreased $6.9 million during the three months ended June 30, 2025, compared to the three months ended June 30, 2024, primarily due to a $3.3 million decrease in consulting and professional services fees, as well as the timing of $3.5 million reimbursement received from the USDA program during the second quarter.
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Income (loss) from operations. The Company’s loss from operations decreased by $29.8 million for the three months ended June 30, 2025, compared to the same period in 2024. This improvement was primarily driven by increased revenues from GevoND, lower cost of production due to the recognition of the 45Z tax credit, a reduction in project development expenses, and decreased general and administrative expenses.
Interest expense. Interest expense increased $3.2 million during the three months ended June 30, 2025, compared to the three months ended June 30, 2024, primarily due to the debt used to acquire GevoND and a higher interest rate on our Remarketed Bonds.
Interest and investment income. Interest and investment income decreased $2.8 million during the three months ended June 30, 2025, compared to the three months ended June 30, 2024, primarily due to the acquisition of GevoND and to fund our capital projects and operating costs, resulting in a lower balance of cash equivalent investments during the three months ended June 30, 2025.
Comparison of the Six Months Ended June 30, 2025 and 2024 (in thousands):
| | | | | | | | | | | | |
|
| Six Months Ended June 30, | |
| |
|
|
| ||||
|
| 2025 |
| 2024 |
| Change ($) |
| Change (%) |
| |||
Total operating revenues | | $ | 72,522 | | $ | 9,250 | | $ | 63,272 | | 684 | % |
Operating expenses: | |
|
| |
|
| |
|
| | | |
Cost of production | |
| 38,711 | |
| 6,010 | |
| 32,701 | | 544 | % |
Depreciation and amortization | | | 12,835 | | | 8,728 | | | 4,107 | | 47 | % |
Research and development expense | |
| 1,986 | |
| 3,189 | |
| (1,203) | | (38) | % |
General and administrative expense | |
| 21,867 | |
| 23,663 | |
| (1,796) | | (8) | % |
Project development costs | |
| 5,833 | |
| 13,055 | |
| (7,222) | | (55) | % |
Acquisition related costs | | | 4,438 | | | — | | | 4,438 | | 100 | % |
Facility idling costs | |
| 1,195 | |
| 1,775 | |
| (580) | | (33) | % |
Total operating expenses | |
| 86,865 | |
| 56,420 | |
| 30,445 | | 54 | % |
Loss from operations | |
| (14,343) | |
| (47,170) | |
| 32,827 | | (70) | % |
Other (expense) income | |
|
| |
|
| |
|
| | | |
Interest expense | |
| (7,639) | |
| (1,655) | |
| (5,984) | | 362 | % |
Interest and investment income | |
| 3,092 | |
| 8,736 | |
| (5,644) | | (65) | % |
Other (expense) income, net | |
| (154) | |
| 212 | |
| (366) | | (173) | % |
Total other (expense) income, net | |
| (4,701) | |
| 7,293 | |
| (11,994) | | (164) | % |
Net loss | | | (19,044) | | | (39,877) | | | 20,833 | | (52) | % |
Net income attributable to non-controlling interest | | | 540 | |
| — | |
| 540 | | 100 | % |
Net loss attributable to Gevo, Inc. | | $ | (19,584) | | $ | (39,877) | | $ | 20,293 | | (51) | % |
Operating revenue. During the six months ended June 30, 2025, operating revenue increased by $63.3 million compared to the six months ended June 30, 2024. This increase was primarily due to $60.0 million in revenue from GevoND, $1.6 million in additional revenue from our RNG business driven by an increase in LCFS credits generated due to our improved carbon score for the LCFS program and $1.6 million from the sale of isooctane.
Cost of production. Cost of production increased $32.7 million during the six months ended June 30, 2025, compared to the same period in 2024. The increase was primarily driven by $38.5 million in net production costs associated with GevoND, which already reflects the benefit of the 45Z tax credit. In addition, $4.6 million in gains from future corn basis gains further reduced the cost of production.
Depreciation and amortization. Depreciation and amortization increased $4.1 million during the six months ended June 30, 2025, compared to the six months ended June 30, 2024, primarily due to $8.5 million of depreciation related to GevoND, partially offset by a $5.1 million reduction of depreciation related to assets fully depreciated at our Luverne Facility.
Research and development expense. Research and development expenses decreased $1.2 million during the six months ended June 30, 2025, compared to the six months ended June 30, 2024, primarily due to decreased consulting expenses.
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General and administrative expense. General and administrative expense decreased $1.8 million during the six months ended June 30, 2025, compared to the six months ended June 30, 2024, primarily due to a $4.0 million decrease in stock-based compensation, partially offset by $2.2 million increase related to professional services, insurance, and other G&A expenses.
Project development costs. Project development costs are primarily related to our ATJ projects and Verity, and consist mainly of employee expenses, preliminary engineering costs, and technical consulting fees. Project development costs decreased $7.2 million during the six months ended June 30, 2025, compared to the same period in 2024. The decrease was primarily due to a $1.8 million wind-down fee incurred in 2024, $3.3 million reduction in consulting and professional services fees, a $2.8 million reduction due to USDA reimbursement, net of grower fees, partially offset by $0.7 million in additional employee-related costs.
Acquisition related costs. Acquisition related costs of $4.4 million are due to our acquisition of GevoND.
Facility idling costs. Facility idling costs are related to the care and maintenance of our Luverne Facility and reprocessing plant. Facility idling costs decreased $0.6 million during the six months ended June 30, 2025, compared to the six months ended June 30, 2024, primarily due to utilizing the reprocessing plant for isooctane production.
Loss from operations. The Company’s loss from operations decreased by $32.8 million during the six months ended June 30, 2025, compared to the same period in 2024. This improvement was primarily driven by increased revenues from GevoND, lower production costs benefiting from the recognition of the 45Z tax credit, and reduced project development and general and administrative expenses. These benefits were partially offset by acquisition-related costs.
Interest expense. Interest expense increased $6.0 million during the six months ended June 30, 2025, compared to the six months ended June 30, 2024, primarily due to the debt used to acquire GevoND and a higher interest rate on our Remarketed Bonds.
Interest and investment income. Interest and investment income decreased $5.6 million during the six months ended June 30, 2025, compared to the six months ended June 30, 2024, primarily due to the usage of cash for the acquisition of GevoND and to fund our capital projects and operating costs, resulting in a lower balance of cash equivalent investments during the six months ended June 30, 2025.
Other income (expense), net. Other income (expense), net remained flat for the six months ended June 30, 2025, compared to the six months ended June 30, 2024.
Critical Accounting Policies and Estimates
There have been no significant changes to our critical accounting estimates and policies since March 31, 2025, except for the adoption of a new accounting policy related to the recognition, measurement, and presentation of transferable Clean Fuel Production Credits under Section 45Z of the Internal Revenue Code. In accordance with IAS 20, "Accounting for Government Grants and Disclosure of Government Assistance," we have adopted a policy to account for the Section 45Z Clean Fuel Production Credit as a form of government assistance. This credit, which was part of the Inflation Reduction Act of 2022, and subsequently extended by the One Big Beautiful Bill Act of 2025, incentivizes the production of clean transportation fuels, is available to us for the production of low-carbon ethanol and SAF meeting specific carbon intensity reduction criteria. The credit is available for such fuels produced starting January 1, 2025, and we have the option to transfer these credits to third parties in exchange for cash as a means for us to monetize their value.
Under this new policy, we recognize the Section 45Z credits as an intangible asset, which is treated as a reduction to Cost of Goods Sold (COGS) when the qualifying fuel is produced. The amount recognized is based on the fair value per gallon of fuel produced, which is determined based on the expected transfer price of the credits. The recognition of the credits is contingent on meeting the relevant criteria under Section 45Z, including compliance with sustainability and carbon intensity reduction thresholds.
For a description of our other critical accounting policies and estimates that affect our significant judgments and estimates used in the preparation of our condensed consolidated financial statements, refer to “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Estimates” contained in our 2024 Annual Report.
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Our unaudited condensed consolidated financial statements are prepared in conformity with GAAP and require our management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, costs and expenses and related disclosures. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ from these estimates, and such estimates may change if the underlying conditions or assumptions change.
Liquidity and Capital Resources
As of June 30, 2025, we had cash and cash equivalents of $57.3 million and current restricted cash of $69.6 million, totaling $126.9 million in cash, cash equivalents, and restricted cash. Our cash equivalents consist of investments in U.S. government money market funds. We expect to use our cash, cash equivalents, and restricted cash for the following purposes: (i) identification, development, engineering, licensing, acquisition and construction of production facilities and the Company’s Alcohol-to-Jet Projects; (ii) potential investment in RNG business; (iii) operating activities at the Company’s corporate headquarters in Colorado, including research and development work; (iv) exploration of strategic alternatives and additional financing, including project financing; and (v) debt service obligations associated with any future borrowings. 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.
Since our inception in 2005, we have devoted most of our cash resources to the development and commercialization of routes to efficiently produce fuels and chemicals from carbohydrates, such as renewable feedstock, using alcohols (isobutanol and ethanol) as intermediates. We have incurred losses since inception, have a significant accumulated deficit, and expect to incur losses for the foreseeable future. Historically we have financed our operations primarily with proceeds from the issuance of equity, warrants, borrowings under debt facilities, and interest income. Our current sources of cash include sales of ethanol, distillers grains, RNG, environmental attributes, and licensing fees. We may also fund future operations through additional private and/or public offerings of equity or debt securities. In addition, we may seek additional capital, on acceptable terms, through arrangements with strategic partners or from other sources. Notwithstanding, there can be no assurance that we will be able to raise additional funds or achieve or sustain profitability or positive cash flows from operations.
Our transition to profitability is dependent upon, among other things, the successful development and commercialization of our projects, the development, licensing, acquisition and construction of commercial level production facilities to support our offtake agreements, the achievement of a level of revenues adequate to support the Company’s cost structure, and the ability to raise capital to finance the development, licensing, acquisition, and construction of additional production facilities.
The following table sets forth the major sources and uses of cash for each of the periods set forth below (in thousands):
| | | | | | |
| | Six Months Ended June 30, | ||||
|
| 2025 |
| 2024 | ||
Net cash used in operating activities |
| $ | (26,570) |
| $ | (27,520) |
Net cash used in investing activities | | $ | (209,538) | | $ | (26,708) |
Net cash provided by (used in) financing activities | | $ | 103,976 | | $ | (6,049) |
Operating Activities
Our primary uses of cash from operating activities are personnel-related expenses, and research and development-related expenses, including costs incurred under development agreements, costs of licensing of technology, legal-related costs, and expenses for the development and commercialization of routes to efficiently produce fuels and chemicals from renewable feedstock carbohydrates using alcohols (isobutanol and ethanol) as an intermediate.
During the six months ended June 30, 2025, net cash used in operating activities was $26.6 million compared to $27.5 million for the six months ended June 30, 2024. Non-cash charges primarily consisted of $12.8 million in depreciation and amortization and $4.1 million in stock-based compensation expense. The accounts receivable balance increased significantly, reflecting increased billing activity from GevoND as well as higher revenue from our RNG plant due to the approval of the provisional Tier 2 pathway. This resulted in a $4.0 million increase compared to the same period in the prior year. The change in the fair value of derivative
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instruments, totaling $0.7 million, represents the fair value adjustment of our hedging program implemented following the acquisition of the GevoND.
Investing Activities
During the six months ended June 30, 2025, the Company completed the acquisition of Red Trail Energy for consideration of $198.5 million, in addition to $10.0 million which was paid to an escrow account in 2024. This acquisition is reflected as a cash outflow in the period, consistent with the Company’s investing activities. Additionally, the Company made capital investments totaling $11.1 million in the development of its ATJ-60 project, along with other ongoing projects. These investments primarily relate to the acquisition of property, plant, and equipment, and are aimed at advancing the Company’s strategic initiatives in renewable energy and related sectors.
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 engineering, procurement, and construction (“EPC”) partners to identify opportunities to reduce and negotiate the cost. 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. 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. 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.
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 GevoND is currently underway.
During the six months ended June 30, 2024, we had $26.7 million in cash used in investing activities, comprised of investments in our capital projects, including $1.0 million in the RNG business, $15.3 million for NZ1, and $10.4 million in other projects.
Financing Activities
During the six months ended June 30, 2025, the Company entered into a credit agreement with OIC for $105 million. The proceeds from this credit agreement were partially used to fund the acquisition of Red Trail Energy. Additionally, the lenders made an equity investment of $5 million in Gevo Intermediate HoldCo, LLC on the Closing Date. This equity investment is reflected as a cash inflow within financing activities.
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. 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 future Alcohol-to-Jet projects. 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 six months ended June 30, 2024, we had $6.0 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.
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Stock Repurchase Program
On May 30, 2023, we authorized a stock repurchase program, under which we may repurchase up to $25 million of our common stock. The primary goal of the repurchase program is to allow us to opportunistically repurchase shares, while maintaining our ability to fund our development projects. Under the stock repurchase program, we may repurchase shares from time to time in the open market or through privately negotiated transactions. The timing, volume and nature of stock repurchases, if any, will be at our sole discretion and will be dependent on market conditions, applicable securities laws, and other factors. The stock repurchase program may be suspended or discontinued at any time and does not have an expiration date.
We did not repurchase shares of common stock under the stock repurchase program during the three and six months ended June 30, 2025. The Company repurchased 4.0 million and 6.1 million shares of common stock for $2.7 million and $4.1 million under the stock repurchase program during the three and six months ended June 30, 2024, respectively. Shares were repurchased at market value, and were retired immediately upon repurchase. As of June 30, 2025, approximately $20.3 million remained available under the stock repurchase program.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
As a smaller reporting company, we are not required to provide the information required by this Item. However, we note that we are exposed to market risks in the ordinary course of our business. These risks primarily consist of environmental attribute pricing, increased project costs, commodity pricing, interest rate, credit risk with our contract counterparties, and equity price risks. There have been no material changes since our disclosure in “Quantitative and Qualitative Disclosures About Market Risk” included in Part II, Item 7A of our 2024 Annual Report.
Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, that are designed to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required financial disclosures.
As previously reported in our Annual Report on Form 10-K for the year ended December 31, 2024, we have determined that we did not maintain a sufficient complement of personnel with the necessary technical expertise and accounting knowledge to appropriately address complex and non-routine transactions, which control deficiency constitutes a material weakness.
In addition, as part of our post-acquisition internal control design and effectiveness testing (typically conducted in the first year following an acquisition), we discovered a material weakness resulting from the failure to design and maintain effective segregation of duties related to the preparation and review of journal entries at the Company’s Gevo North Dakota operations. Additionally, we identified that management did not design and maintain user access controls to adequately restrict user and privileged access to financial applications, programs, and data to appropriate company personnel, which is also considered a material weakness.
A material weakness is defined as a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.
As of June 30, 2025, we have initiated steps toward remediation of the issues. The material weaknesses cannot be considered completely remediated until the applicable controls have operated for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively. We expect this to take through 2025 and beyond as necessary.
In response to the identified material weaknesses, we have implemented and will continue to implement additional corrective actions to enhance the effectiveness of our controls and ensure that they are operating as intended.
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Such measures include:
| ● | Hiring additional accounting personnel with the necessary technical accounting expertise and financial reporting knowledge to perform control activities surrounding complex and non-routine transactions. |
| ● | Providing extensive and recurring training of our accounting staff. |
| ● | Continuing our engagement with an external firm to assist with complex and non-routine transactions. |
| ● | We are improving communication channels among departments and teams involved in contract execution and those that handle financial reporting and internal control activities. |
| ● | We are reviewing access to our accounting systems to ensure that administrator access is limited to individuals who do not have the ability to record or approve transactions in the system. The accounting system access issues discovered at our Gevo North Dakota operations were promptly corrected in July 2025 as a result of our post-acquisition review of system access controls. |
During the fiscal period covered by this report, our management, with the participation of our Chief Executive Officer and Chief Financial Officer, carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act). Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of June 30, 2025, our disclosure controls and procedures were effective to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act are recorded, processed, summarized and reported within the required time periods and are designed to ensure that information required to be disclosed in our reports is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer as appropriate, to allow timely decisions regarding required disclosure.
Changes in Internal Control Over Financial Reporting
Except as disclosed above, there were no changes that occurred during the three months ended June 30, 2025, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II. OTHER INFORMATION
Item 1. Legal Proceedings.
A discussion of legal matters is found in Note 19, Commitments and Contingencies, in the accompanying Notes to the Financial Statements included in Part I - Item 1. Financial Statements of this Report.
Item 1A. Risk Factors.
You should carefully consider the risk factors discussed in Part I, Item 1A. “Risk Factors” in our 2024 Annual Report, which could materially affect our business, financial condition, cash flows or future results. There have been no material changes in our risk factors included in our 2024 Annual Report. The risk factors in our 2024 Annual Report are not the only risks facing our company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition or future results.
Item 2. Unregistered Sales of Equity Securities, and Use of Proceeds
None.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not applicable.
Item 5. Other Information.
No directors or officers, as defined in Rule 16a-1(f),
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Item 6. Exhibits.
The exhibits listed below are filed or furnished as part of this report.
| | | | Incorporated by Reference | | | |||||||||
Exhibit |
| Description |
| Form |
| File No. |
| Filing Date |
| Exhibit |
| Filed | |||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | | | | | | | | | | | |||
3.1 | | Amended and Restated Certificate of Incorporation of Gevo, Inc. | | 10-K | | 001-35073 | | February 24, 2022 | | 3.1 | | | |||
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3.2 | | Second Amended and Restated Bylaws of Gevo, Inc. | | 8-K | | 001-35073 | | November 24, 2021 | | 3.1 | | | |||
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4.1 | | Form of Gevo, Inc. Common Stock Certificate. | | S-1 | | 333-168792 | | January 19, 2011 | | 4.1 | | | |||
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10.1# | | Gevo, Inc. Amended and Restated 2010 Stock Incentive Plan | | 8-K | | 001-35073 | | May 27, 2025 | | 10.1 | | | |||
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10.2† | | SAF Scope 1 and Scope 3 Credit Supply Agreement dated April 7, 2025 by and between Gevo Net-Zero 1, LLC and Future Energy Capital Limited (T/A Future Energy Global) | | 8-K | | 001-35073 | | April 9, 2025 | | 10.1 | | | |||
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10.3 | | Form of Tax Credit Transfer Agreement | | 8-K | | 001-35073 | | July 7, 2025 | | 10.1 | | | |||
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31.1 | | Section 302 Certification of the Principal Executive Officer. | | | | | | | | | | X | |||
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31.2 | | Section 302 Certification of the Principal Financial Officer. | | | | | | | | | | X | |||
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32.1 | | Section 906 Certification of the Principal Executive Officer and Principal Financial Officer. | | | | | | | | | | ** | |||
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101.INS | | Inline XBRL Instance Document (the Instance Document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document) | | | | | | | | | | X | |||
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101.SCH | | Inline XBRL Taxonomy Extension Schema | | | | | | | | | | X | |||
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101.CAL | | Inline XBRL Taxonomy Extension Calculation Linkbase | | | | | | | | | | X | |||
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101.DEF | | Inline XBRL Taxonomy Extension Definition Linkbase | | | | | | | | | | X | |||
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101.LAB | | Inline XBRL Taxonomy Extension Label Linkbase | | | | | | | | | | X | |||
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101.PRE | | Inline XBRL Taxonomy Extension Presentation Linkbase | | | | | | | | | | X | |||
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104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document and contained in Exhibit 101) | | | | | | | | | | X | |||
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# Indicates a management contract or compensatory plan or arrangement.
†Certain portions of the exhibit have been omitted pursuant to Rule 601(b)(10) of Regulation S-K. The omitted information is not material and is the type of information that the registrant treats as private or confidential.
** | Furnished herewith. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Gevo, Inc. | | |
(REGISTRANT) | | |
| | |
By: | /s/ Sylvia Gendenjamts | |
| Sylvia Gendenjamts, CPA | |
Date: August 11, 2025
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FAQ
What were Gevo's (GEVO) total operating revenues for Q2 2025?
How much did Gevo pay for the Red Trail Energy acquisition and how was it funded?
How much Section 45Z tax credit did Gevo recognize and how will it monetize them?
What was Gevo's cash position and restricted cash at June 30, 2025?
Did Gevo use derivative hedges related to feedstock prices?
What impact did the acquisition have on Gevo's assets and liabilities?
