UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
Form 10-K
(Mark One)
☒
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2017
or
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission file number: 001-35073
Gevo, Inc.
(Exact name of registrant as specified in its charter)
Delaware
(State or Other Jurisdiction of
Incorporation or Organization)
345 Inverness Drive South, Building C, Suite 310,
Englewood, CO
(Address of Principal Executive Offices)
87-0747704
(I.R.S. Employer
Identification No.)
80112
(Zip Code)
(303) 858-8358
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class
Common Stock, par value $0.01 per share
Name of Each Exchange on Which Registered
NASDAQ Capital Market
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90
days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit and post such files). Yes ☒ No ☐
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be
contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K. ☒
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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. (Check one):
Large accelerated filer
Non-accelerated filer
☐
☐ (Do not check if a smaller reporting company)
Accelerated filer
Smaller reporting company
Emerging growth company
☐
☒
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised
financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
The aggregate market value of common equity held by non-affiliates of the registrant was approximately $11.2 million as of June 30, 2017, the last business day of the
registrant’s most recently completed second fiscal quarter, based on the closing price of the common stock as reported on the NASDAQ Capital Market on June 30, 2017.
Shares of common stock held by each officer, director and holder of 10% or more of the outstanding common stock have been excluded in that such persons may be deemed to
be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes.
As of February 28, 2018, the number of outstanding shares of the registrant’s common stock, par value $0.01 per share, was 22,600,849
DOCUMENTS INCORPORATED BY REFERENCE
Part III of this Annual Report on Form 10-K incorporates certain information by reference from the registrant’s proxy statement for the 2018 annual meeting of
stockholders to be filed no later than 120 days after the end of the registrant’s fiscal year ended December 31, 2017.
GEVO, INC.
FORM 10-K—ANNUAL REPORT
For the Fiscal Year Ended December 31, 2017
Table of Contents
PART I
Item 1.
Item 1A.
Item 1B.
Item 2.
Item 3.
Item 4.
PART II
Item 5.
Item 6.
Item 7.
Item 7A.
Item 8.
2Item 9.
Item 9A.
Item 9B.
PART III
Item 10.
Item 11.
Item 12.
Item 13.
Item 14.
PART IV
Item 15.
Item 16.
Business
Risk Factors
Unresolved Staff Comments
Properties
Legal Proceedings
Mine Safety Disclosures
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Selected Financial Data
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Quantitative and Qualitative Disclosures about Market Risk
Financial Statements and Supplementary Data
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Controls and Procedures
Other Information
Directors, Executive Officers and Corporate Governance
Executive Compensation
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Certain Relationships and Related Transactions, and Director Independence
Principal Accountant Fees and Services
Exhibits and Financial Statement Schedules
Form 10-K Summary
SIGNATURES
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Forward-Looking Statements
This report contains forward-looking statements within the meaning of Section 21 E of the Securities Exchange Act of 1934 (the “Exchange Act”). When
used anywhere in this Annual Report on Form 10-K (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 achievement 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 ability to raise
additional funds operate our business, our ability to produce isobutanol on a commercial level and at a profit, achievement of advances in our technology
platform, the success of our retrofit production model, our ability to expand our Luverne, Minnesota facility for our first commercial hydrocarbons facility, our
ability to gain market acceptance for our products, additional competition and changes in economic conditions and the continued listing of our common stock on
NASDAQ. Important factors could cause actual results to differ materially from those indicated or implied by forward-looking statements such as those
contained in documents we have filed with the U.S. Securities and Exchange Commission (the “SEC”), including this Report in “Management’s Discussion and
Analysis of Financial Condition and Results of Operations,” “Risk Factors” and subsequent reports on Form 10-Q. All forward-looking statements in this Report
are qualified entirely by the cautionary statements included in this Report and such other filings. These risks and uncertainties or other important factors could
cause actual results to differ materially from results expressed or implied by forward-looking statements contained in this Report. These forward-looking
statements speak only as of the date of this Report. We undertake no intention or obligation to update or revise any forward-looking statements, whether as a
result of new information, future events or otherwise, and readers should not rely on the forward-looking statements as representing the Company’s views as of
any date subsequent to the date of the filing of this Report. Unless the context requires otherwise, in this Report the terms “we,” “us,” “our” and “Company” refer
to Gevo, Inc. and its wholly-owned and indirect subsidiaries.
This Report contains estimates and other information concerning our target markets that are based on industry publications, surveys and forecasts,
including those generated by SRI Consulting, a division of Access Intelligence, LLC, Chemical Market Associates, Inc., the U.S. Energy Information
Association (the “EIA”), the International Energy Agency (the “IEA”), the Renewable Fuels Association, and Nexant, Inc. (“Nexant”). Certain target market
sizes presented in this Report have been calculated by us (as further described below) based on such information. This information involves a number of
assumptions and limitations and you are cautioned not to give undue weight to this information. The industry in which we operate is subject to a high degree
of uncertainty and risk due to a variety of factors, including those described in “Risk Factors.” These and other factors could cause actual results to differ
materially from those expressed in these publications, surveys and forecasts.
Conventions that Apply to this Report
With respect to calculation of product market volumes:
•
•
•
•
product market volumes are provided solely to show the magnitude of the potential markets for isobutanol and the products derived from it.
They are not intended to be projections of our actual isobutanol production or sales;
product market volume calculations for fuels markets are based on data available for the year 2013;
product market volume calculations for chemicals markets are based on data available for the year 2012; and
volume data with respect to target market sizes is derived from data included in various industry publications, surveys and forecasts generated
by the EIA, the IEA and Nexant.
We have converted these market sizes into volumes of isobutanol as follows:
•
•
•
•
we calculated the size of the market for isobutanol as a gasoline blendstock and oxygenate by multiplying the world gasoline market volume by
an estimated 12.5% by volume isobutanol blend ratio;
we calculated the size of the specialty chemicals markets by substituting volumes of isobutanol equivalent to the volume of products currently
used to serve these markets;
we calculated the size of the petrochemicals and hydrocarbon fuels markets by calculating the amount of isobutanol that, if converted into the
target products at theoretical yield, would be needed to fully serve these markets (in substitution for the volume of products currently used to
serve these markets); and
for consistency in measurement, where necessary we converted all market sizes into gallons.
Conversion into gallons for the fuels markets is based upon fuel densities identified by Air BP Ltd. and the American Petroleum Institute.
3
Item 1.
Business.
Company Overview
PART I
We are a renewable chemicals and next generation biofuels company, targeting what we believe to be very large potential markets: that of low carbon
fuels and chemicals that can compete directly against petro-chemical products depending on the price of oil and value of carbon. Renewable fuels are one of
the few markets where the value for renewable carbon has already been established, particularly in the U.S. We believe that the demand for low carbon fuels,
chemicals, and plastics will continue and grow stronger over time. We believe that renewable carbon will eventually be valued in chemicals and plastics in
addition to fuels.
The challenges to displace petrochemical products with renewable products are enormous: (i) the products need to meet or exceed the stringent
performance requirements established by the incumbent products, (ii) the products need to be compatible with existing distribution infrastructure, (iii) the
products must be economical in the market place, and (iv) in most cases, the products must have a lower carbon footprint and improve the “sustainability” of
the business system. We believe we have viable technologies that produce products that address these challenges.
We have developed proprietary technology that uses a combination of synthetic biology, metabolic engineering, chemistry and chemical engineering to
make isobutanol and hydrocarbon products from isobutanol that can displace petrochemical incumbent products. We have been able to genetically engineer
yeast, whereby the yeast produces isobutanol from carbohydrates at costs that we believe to be commercially competitive once large production facilities are
deployed that will enable economies of scale to be reached. We have shown that the isobutanol production process works in full scale fermenter systems at
our production facility in Luverne, Minnesota (the “Luverne Facility”). We also have shown that our renewable isobutanol can be readily converted to
hydrocarbon products that address large markets. Specifically, our renewable alcohol-to-jet fuel (“ATJ”) has been approved for use in commercial aviation
and used multiple times for commercial flights. In addition, our renewable isobutanol is being used as a gasoline blendstock in the Houston area for on-road
vehicles as an ethanol-free fuel option for consumers. Our renewable isooctane meets the performance and specification requirements for use in chemicals
and fuels and is currently being used in the European Union. We believe that there is large potential to grow our business, through a combination of (i)
directly producing and selling our renewable isobutanol and related hydrocarbon products, and (ii) licensing our technology.
We believe that renewable isobutanol is a potentially valuable commercial product because of its versatility to address large markets either as a product
directly or as a key intermediate for producing renewable carbon alternatives to mainstream fuels such as jet fuel, gasoline, plastics such as Polyethylenen
Terephthalate (“PET”), and various other chemical products and materials. Isobutanol is a four-carbon alcohol that can be sold directly for use as a specialty
chemical in the production of solvents, paints and coatings, or more importantly from a market size and performance value-added point of view, as a gasoline
blendstock. Because isobutanol can be readily converted to hydrocarbon products such hydrocarbon fuels, including isooctane, isooctene and ATJ, lubricants,
polyester, rubber, plastics, fibers and other polymers, we believe that the addressable markets are very large; potentially being able to ultimately reach 40% of
the global petrochemicals markets depending on the price of oil and the value for renewable carbon.
Our renewable isobutanol production technology has been proven to work in a 1.5 million gallon per year (“MGPY”) capacity production line,
(~265,000 gallon fermenter scale) at our Luverne Facility. We have concluded that the technology works as we expected at this scale. Our technology to
convert our renewable isobutanol to ATJ, isooctane, isooctene, and para-xylene (building block for polyester) has been proven at our hydrocarbons
demonstration plant located at South Hampton Resources located in Silsbee, TX. In order to reduce production costs further, we need to achieve economies
of scale. We plan to do this by expanding our isobutanol and hydrocarbon capabilities once we have off-take agreements in place.
In addition to our isobutanol production line, our Luverne Facility has production capacity of about 20 MGPY of ethanol, 45-50 kilotons (“KT”) of
animal feed, and 3 million pounds of corn oil. We plan on optimizing the Luverne Facility to increase margin at the site by reducing carbohydrate feedstock
costs, improving the value of animal feed and protein products, and the yield of corn oil. These improvements are expected to benefit both ethanol and
isobutanol production. We believe that these upgrades to the Luverne Facility could prove to be a key step to reach profitability, independent of isobutanol
production.
Our technology is designed to permit (i) the retrofit of existing ethanol capacity to produce renewable isobutanol, ethanol or both products
simultaneously or (ii) the addition of renewable isobutanol or ethanol production capabilities to a facility’s existing ethanol production by adding additional
fermentation capacity side-by-side with the facility’s existing ethanol fermentation capacity (collectively referred to as “Retrofit”). Having the flexibility to
switch between the production of isobutanol and ethanol, or produce both products simultaneously, should allow us to optimize asset utilization and cash
flows at a facility by taking advantage of fluctuations in market conditions. Our technology is also designed to allow relatively low capital expenditure
Retrofits of existing
4
ethanol facilities, enabling a relatively rapid route to isobutanol production from the fermentation of renewable feedstocks. Alternatively, our technology can
be deployed at a greenfield or brownfield site to produce isobutanol and hydrocarbons without producing ethanol.
NASDAQ Market Price Compliance
On June 21, 2017, we received a deficiency letter from the Listing Qualifications Department of the Nasdaq Stock Market, notifying us that, for the
prior 30 consecutive business days, the closing bid price of our common stock was not maintained at the minimum required closing bid price of at least $1.00
per share as required for continued listing on the Nasdaq Capital Market. In accordance with Nasdaq Listing Rules, we had an initial compliance period of
180 calendar days, to regain compliance with this requirement. On December 20, 2017, the Nasdaq Stock Market granted us an additional 180 calendar days,
or until June 18, 2018, to regain compliance. To regain compliance, the closing bid price of our common stock must be $1.00 per share or more for a
minimum of 10 consecutive business days at any time before June 18, 2018. The Nasdaq determination to grant the second compliance period was based on
our meeting of the continued listing requirement for market value of publicly held shares and all other applicable requirements for initial listing on the Nasdaq
Capital Market, with the exception of the bid price requirement, and our written notice of our intention to cure the deficiency during the second compliance
period by effecting a reverse stock split, if necessary.
Markets
Isobutanol Direct Use Markets
Without modification, isobutanol has applications in the specialty chemical and gasoline blendstock markets. Since our potential customers in these
markets would not be required to develop any additional infrastructure to use our isobutanol, we believe that selling into these markets will result in a
relatively low risk profile and produce attractive margins.
Gasoline Blendstocks
•
•
Isobutanol has direct applications as a gasoline blendstock. Fuel-grade isobutanol may be used as a high energy content, low Reid Vapor Pressure
(“RVP”), gasoline blendstock and oxygenate. Based on isobutanol’s low water solubility, in contrast with ethanol, we believe that isobutanol will
be compatible with existing refinery infrastructure, allowing for blending at the refinery rather than blending at the terminal.
Further, based on isobutanol’s high energy content and low water solubility, as well as testing completed by the National Marine Manufacturers
Association, the Outdoor Power Equipment Institute and Briggs & Stratton, we believe that isobutanol has direct applications as a blendstock in
high value specialty fuels markets serving marine, off-road vehicles, small engine and sports vehicle markets.
• We estimate the total addressable worldwide market for isobutanol as a gasoline blendstock to be approximately 43 billion gallons per year
(“BGPY”).
•
The market size for ethanol free (E0) gasoline, a large niche, is estimated by the EIA to be about 5 BGPY, outside of RFG regions. RFG areas are
required to sell gasoline containing an oxygenate. Up to this point, ethanol was the only gasoline oxygenate available. We believe our isobutanol
enables ethanol free gasoline in RFG areas, a market estimated to be about 2BGPY. When RFG regions are included in the total US market size
estimation, the total ethanol free market is expected to be about 7 BGPY.
Specialty Chemicals
•
Isobutanol has direct applications as a specialty chemical. High-purity and chemical-grade isobutanol can be used as a solvent and chemical
intermediate. We plan to produce high-purity and chemical-grade isobutanol that can be used in the existing butanol markets as a cost-effective,
environmentally sensitive alternative to petroleum-based products.
• We believe that our production route will be cost-efficient and will allow for significant expansion of the historical isobutanol markets within
existing butanol markets through displacing n-butanol, a related compound to isobutanol that is currently sold into butanol markets.
• We estimate the total addressable worldwide market for isobutanol as a specialty chemical to be approximately 1.2 BGPY.
Butene and Hydrocarbon Markets Derived from Isobutanol
5
Beyond direct use as a specialty chemical and gasoline blendstock, isobutanol can be dehydrated to produce butenes which can then be converted into
other products such as para-xylene, jet fuel and many other hydrocarbon fuels and specialty blendstocks, and specialty chemicals offering substantial potential
for additional demand. The conversion of isobutanol into butenes is a fundamentally important process that enables isobutanol to be used as a building block
chemical in multiple markets.
Jet Fuel
•
•
According to IATA, the year-on-year growth for jet fuel is about 3 BGPY and is expected to continue at approximately the same growth rate for the
next decade. From 2020 onward the airlines industry has pledged to hold its annual emission of fossil carbon constant after 2020. By the year
2027 IATA expects that the airlines industry will have adopted penalties tied to GHG emissions. This means that the emissions from jets need to be
mitigated. As part of the mitigation of fossil based GHG’s, IATA expects that renewable resource based low carbon fuels will be needed. We have
developed a jet fuel made from our isobutanol. This fuel is commonly referred to as alcohol-to-jet fuel or ATJ.
In April 2016, ASTM International completed its process of approving a revision of ASTM D7566 (Standard Specification for Aviation Turbine
Fuel Containing Synthesized Hydrocarbons) to include alcohol to jet synthetic paraffinic kerosene derived from renewable isobutanol. This allows
our renewable jet fuel to be used as a blending component in standard Jet A-1 for commercial airline use in the United States and around the globe.
• We have delivered ATJ which was used by nine airlines for Fly Green Day, sponsored by the O’Hare Fuel Committee, at Chicago O’Hare
International Airport. This event is the first time renewable jet fuel has been supplied at Chicago O’Hare using the existing airport fueling
infrastructure, such as pipelines, terminals and tankage.
• We have previously delivered ATJ to Alaska Airlines, which successfully flew multiple commercial flights using our fuel in 2016, including what
we believed was the first commercial flight using a cellulosic jet fuel derived from wood waste.
• We have successfully delivered to the U.S. Air Force, the U.S. Army and the U.S. Navy a combined total of approximately 90,000 gallons of our
ATJ. Military and commercial airlines are currently looking to form strategic alliances with biofuels companies to meet their renewable fuel needs.
• We estimate the global market for jet fuel to be approximately 89 BGPY.
Other Hydrocarbon Fuels
•
Isooctane, isooctene, diesel fuel and bunker fuel may also be produced from our isobutanol. We have been producing jet fuel and isooctane for
renewable gasoline at our demonstration plant located at South Hampton Resources in Silsbee, TX since 2011. The products produced at our
hydrocarbon plant are sold on a commercial basis to develop the markets. We continue to optimize the technologies and production systems, but
we believe this technology is ready to scale up on a full commercial basis.
Para-xylene (“PX”) and Polyethylene Terephthalate (“PET”)
•
Isobutanol can be used to produce PX, polyester and their derivatives, which are used in the beverage, food packaging, textile and fibers markets.
PX is a key raw material in PET production.
• We estimate the global market for PET to be approximately 50 million metric tons per year of which approximately 30% is used for plastic bottles
and containers. We have demonstrated the conversion of our isobutanol into renewable PX at the demonstration plant in Silsbee, TX. This
demonstration plant produced renewable PX from October 2013 through March 2014, and, in May 2014, we shipped renewable PX to Toray
Industries, Inc. (“Toray Industries”) under the terms of a supply agreement.
Butenes
•
Traditionally butenes have been produced as co-products from the process of cracking naphtha in the production of ethylene. Historically, lower
natural gas prices and reported reductions in the use of naphtha as the feedstock for the production of ethylene have resulted in a projected
reduction in the volume of available butenes. This structural shift in feedstocks increases the potential market opportunity for our isobutanol in the
production of butenes.
Isobutanol can be sold to isobutylene and n-butene (butenes) chemicals users for conversion into lubricants, methyl methacrylate and rubber applications.
6
Our Build-Out Strategy
We are working to secure off-take agreements that justify the build-out of additional isobutanol and hydrocarbon product capacities at our Luverne
Facility or another suitable location. We plan to use those agreements to aid in the financing of these build-out projects. The size of the build-out projects
will be determined by customer demand. We currently believe that the Luverne Facility offers the best site for the build-out projects given the technology
already deployed at the Luverne Facility. However, if an opportunity arose whereby overall production cost of products (net of carbon value) or if a different
location aided financing significantly, certain equipment could be moved from the Luverne Facility to a new site, and our products could be produced at a site
other than the Luverne Facility instead. Beyond the Luverne Facility, we believe that we will license our technology or partner to build additional plants,
leveraging existing ethanol industry infrastructure and production capacity. We may not be successful in our efforts to build out the Luverne Facility or
license our technology.
Our Retrofit at the Luverne Facility
In September 2010, we acquired the Luverne Facility, a 22 MGPY ethanol production facility in Luverne, Minnesota. Since 2010, we made
improvements and modifications to the Luverne Facility to add isobutanol production capabilities. The Luverne Facility is currently configured to produce
ethanol and isobutanol, side-by-side.
Third Party Retrofit and Construction Activities
We have commenced a licensing strategy whereby a licensee would invest the capital for the Retrofit of its own ethanol plant or for a new greenfield
build out of an isobutanol-producing plant. In return, we, as the licensor, would expect to receive an up-front license fee and ongoing royalty payments from
the projects, as well as other potential revenue streams such as yeast sales. This licensing strategy is expected to take some time to develop. The ability to
license a technology is generally related to the commercial track record of the underlying technology itself. In addition, revenues from licensing our
isobutanol and/or hydrocarbon technologies are expected to be directly linked to the build out of specific projects, which may take multiple years to construct.
Our Production Technology Platform
We have used tools from synthetic biology, biotechnology, chemical catalysis, and process engineering to develop a proprietary set of technologies that
enable the potential of cost effective production of isobutanol and hydrocarbon fuels and chemicals. We believe the technologies to be proven to work,
having made and sold products using these technologies.
We have a proprietary fermentation yeast biocatalyst that effectively produces isobutanol. The advantage of this biocatalyst is that it (i) works in large
scale fermentation systems, and (ii) can operate in complex biological mixtures such as corn mash or molasses and produce a suitable clean isobutanol
product. The technology is designed to use similar carbohydrate feedstocks, similar to ethanol technology. For example, carbohydrates from non-food corn,
sugar cane, molasses or cellulosic sugars each could be used depending upon cost and availability. We believe that our technology has the potential to add
value to existing ethanol production sites by increasing the site profitability if our technologies are deployed.
We have demonstrated that our isobutanol to hydrocarbon technologies for the production of jet fuel, isooctane, isooctene, and paraxylene appear to be
viable from a technical and process point of view. These catalytic technologies appear to be effective and scalable.
Animal feed, protein, and oil are important products produced at our Luverne Facility. Animal feed is made from the spent grain mash from isobutanol
and fermentations. We market our distiller’s grains to the, beef, swine and poultry industries as a high-protein, high-energy animal feed. The spent yeast from
fermentation adds protein to the mix, resulting in a higher protein content than corn itself. By selling the feed, protein, and oil products, we generate
additional revenues and effectively reduce the net cost of fermentation feedstock. Going forward we see opportunity to further add value to animal feed,
protein, and oil products, thereby benefiting the site margin at the Luverne Facility, whether we produce isobutanol, ethanol, or both.
Biocatalyst Overview
Our biocatalysts are microorganisms that have been designed to consume carbohydrates and produce isobutanol as a product. Our technology team
developed these proprietary biocatalysts to efficiently convert fermentable sugars of all types into isobutanol by engineering isobutanol pathways into the
biocatalysts. We designed our biocatalysts to equal or exceed the performance of the yeast currently used in commercial ethanol production in yield
(percentage of the theoretical maximum percentage of isobutanol that can be made from a given amount of feedstock) and rate (how fast the sugar fed to the
fermentation is converted to isobutanol). To achieve this, we believe that more than 100 genetic changes have been made to our yeast biocatalyst. We
achieved our target fermentation performance goals at our Luverne Facility, given the scale we at which we operate. We continue to seek to improve the
performance
7
parameters of our biocatalyst with a goal of reducing projected capital and operating costs, increasing operating reliability and increasing the volume of
isobutanol production.
In 2016, in a project sponsored by the USDA, we used our one MGPY demonstration facility located at ICM, Inc.’s St. Joseph, Missouri facility to
convert hydrolyzed wood feedstocks into isobutanol. The isobutanol produced was converted to jet fuel and used for flights on Alaska Airlines.
While we believe that the majority of the development work on a commercially viable isobutanol producing yeast is complete, we expect to continue
to make incremental improvements targeted to its commercial performance.
Feedstocks
In the U.S., non-food corn is a commercially attractive feedstock for both ethanol and isobutanol, because it is abundant and readily available, but
more importantly because this corn generates low cost carbohydrates, protein and feed for the food chain, and corn oil. In other parts of the world sugar or
molasses from cane, beets, or other sugar producing crops could be used. In the future, certain types of cellulosic sugars could be used once the cost to
acquire those sugars becomes cost effective. We have designed our biocatalyst platform to be capable of producing isobutanol from any fuel ethanol
feedstock currently in commercial use, which we believe, in conjunction with our proprietary isobutanol separation unit, will permit us to modify any existing
fuel ethanol facility to produce our products.
Our Luverne Facility is currently set up to use non-food corn as a feedstock. The starch is fermented to isobutanol and or ethanol, the fiber and
protein are isolated from the process and sold as animal feed, and the corn oil is sold for industrial use.
We expect that our feedstock flexibility will allow our technology to be deployed worldwide and will enable us to offer our customers protection from
the raw material cost volatility historically associated with petroleum-based products. For example, in some parts of the world, it may be that molasses is a
lower cost feedstock, in others, sugar from beets or cane might be the lower cost feedstock. As cellulosic sugars become economical, we expect that these
could be viable as a feedstock too.
In the future we expect feedstocks to be chosen on the collective basis of (i) cost, (ii) carbon and or sustainability footprint with associated value, (iii)
positive contribution to food chain where possible, and (iv) availability of the feedstock at a practical scale.
In June 2015, Agri-Energy, LLC, our wholly-owned subsidiary, entered into a Price Risk Management, Origination and Merchandising Agreement, as
amended as of December 21, 2017 (the “Origination Agreement”) with FCStone Merchant Services, LLC (“FCStone”) and a Grain Bin Lease Agreement
with FCStone, as amended as of December 21, 2107 (the “Lease Agreement”). Pursuant to the Origination Agreement, FCStone will originate and sell to
Agri-Energy, the owner of the Luverne Facility, and Agri-Energy will purchase from FCStone, the entire volume of corn grain used by the Luverne Facility in
Luverne, Minnesota. For more information, see Item 7A.
Quantitative and Qualitative Disclosures about Market Risk below.
Conversion of Isobutanol into Hydrocarbons
We have demonstrated conversion of our isobutanol into a wide variety of hydrocarbon products which are currently used to produce plastics, fibers,
polyester, rubber and other polymers and hydrocarbon fuels. Hydrocarbon products consist entirely of hydrogen and carbon and are currently derived almost
exclusively from petroleum, natural gas and coal. Importantly, isobutanol can be dehydrated to produce butenes, which are an intermediate product in the
production of hydrocarbon products with many industrial uses. The straightforward conversion of our isobutanol into butenes is a fundamentally important
process that enables isobutanol to be used as a building block chemical. Much of the technology necessary to convert isobutanol into butenes and
subsequently into these hydrocarbon products is commonly known and practiced in the chemicals industry today. For example, the dehydration of ethanol to
ethylene, which uses a similar process and technology to the dehydration of isobutanol, is practiced commercially today to serve the ethylene market. The
dehydration of isobutanol into butenes is not commercially practiced today because isobutanol produced from petroleum is not cost-competitive with other
petrochemical processes for generation of butenes. We believe that our efficient fermentation technology for producing isobutanol will promote commercial
isobutanol dehydration and provide us with the opportunity to access hydrocarbon markets. To assist in accessing these markets, we have developed a
hydrocarbon processing demonstration plant (“Hydrocarbons Demo Plant”) near Houston, Texas, in partnership with South Hampton Resources, Inc. (“South
Hampton”). The Hydrocarbon Demo Plant can process approximately 6,000 to 7,000 gallons of our isobutanol per month into a variety of renewable
hydrocarbons for use as fuels and chemicals. We have been selling products from this plant since 2011.
8
Our ETO Technology
We have also developed new technologies using ethanol as a feedstock for the production of hydrocarbons, renewable hydrogen, and other chemical
intermediates, which we describe as our ethanol-to-olefins (“ETO”) technologies. The process produces tailored mixes of isobutylene, propylene, hydrogen
and acetone, which are valuable as standalone molecules, or as feedstocks to produce other chemical products and longer chain alcohols. This technology has
the potential to address additional markets in the chemicals and plastics fields, such as renewable polypropylene for automobiles and packaging and
renewable hydrogen for use in chemical and fuel cell markets. At this time, this technology has only been operated at a laboratory scale, but if successfully
scaled up to commercial level, this technology may provide the estimated 25BGPY global ethanol industry a broader set of end-product market and margin
opportunities.
Underpinning the ETO technology is our development of proprietary mixed metal oxide catalysts that produce either polymer grade propylene,
isobutylene or acetone in high yields in a single processing step. One of the benefits of the technology is that we can use conventional fuel grade specification
ethanol that can be sourced from a variety of feedstocks with no apparent adverse impact on end product yields. Water, which is co-fed with the ethanol, is
able to be recycled resulting in a process which generates minimal waste. The ethanol and water mixture is vaporized and fed across a fixed catalyst bed
resulting in a gaseous product mix consisting of the propylene, isobutylene or acetone, in addition to hydrogen and carbon dioxide, along with lesser amounts
of methane and ethylene. Separation of gaseous products can be achieved via conventional process technologies and unit operations within the petroleum
industry.
We have found that our ETO technology is effective at converting fusel oils into flavors, fragrances, and certain specialty solvents. We are evaluating
the business opportunities and commercial potential.
Butamax Advanced Biofuels LLC
Between 2011 and 2015, we were involved in an intellectual property dispute with Butamax Advanced Biofuels LLC (“Butamax”). We believe the dispute
was satisfactorily resolved, enabling each of our companies to pursue their respective businesses.
Cross License Agreement
On August 22, 2015, we entered into a Settlement Agreement and Mutual Release (the “Settlement Agreement”) with Butamax, E.I. du Pont de
Nemours & Company (“DuPont”) and BP Biofuels North America LLC (“BP” and, together with Butamax and DuPont, the “Butamax Parties”), that resolves
the various disputes, lawsuits and other proceedings between one or more of the Butamax Parties and us, as previously disclosed and as specifically identified
in the Settlement Agreement (the “Subject Litigation”), and creates a new business relationship pursuant to which Butamax and we have granted rights to
each other under certain patents and patent applications in accordance with the terms of a Patent Cross-License Agreement (the “License Agreement”) which
was entered into by us and Butamax concurrently with the Settlement Agreement For additional information concerning the settlement agreement, please see
our Annual Report on Form 10-K for the year-ended December 31, 2015 — Item 3 Legal Proceedings.
Pursuant to the terms of the License Agreement, each party receives a non-exclusive license under certain patents and patent applications owned or
licensed (and sublicensable) by the other party for the production and use of biocatalysts in the manufacture of isobutanol using certain production process
technology for the separation of isobutanol, and to manufacture and sell such isobutanol in any fields relating to the production or use of isobutanol and
isobutanol derivatives, subject to the customer-facing field restrictions described below. Each party also receives a non-exclusive license to perform research
and development on biocatalysts for the production, recovery and use of isobutanol.
Each party may produce and sell up to 30 million gallons of isobutanol per year in any field on a royalty-free basis. Butamax will be the primary
customer-facing seller of isobutanol in the field of fuel blending (subject to certain exceptions, the “Direct Fuel Blending” field) and we will be the primary
customer-facing seller of isobutanol in the field of jet fuel for use in aviation gas turbines (the “Jet” field, also subject to certain exceptions). As such, subject
to each party’s right to sell up to 30 million gallons of isobutanol per year in any field on a royalty-free basis, other than with Butamax’s written consent, we
will only sell isobutanol through Butamax in the Direct Fuel Blending field subject to a royalty based on the net sales price for each gallon of isobutanol sold
or transferred by us, our affiliates or sublicensees within the Direct Fuel Blending field (whether through Butamax or not) and on commercially reasonable
terms to be negotiated between the parties and Butamax will only sell isobutanol through us in the Jet field subject to a royalty based on the net sales price for
each gallon of isobutanol sold or transferred by Butamax, its affiliates or sublicensees within the Jet field (whether through us or not) and on commercially
reasonable terms to be negotiated between the parties; provided, that each party may sell up to fifteen million gallons of isobutanol in a given year directly to
customers in the other party’s customer-facing field on a royalty-free basis so long as the isobutanol volumes are within the permitted 30 million gallons of
isobutanol sold or otherwise transferred per year in any field described above and, in certain instances, each party may then sell up to the total permitted 30
million gallons per year in the other party’s customer-facing field on a royalty-free basis. In addition, in order to maintain its status
9
as the primary customer-facing seller in these specific fields, each party must meet certain milestones within the first five years of the License Agreement. If
such milestones are not met as determined by an arbitration panel, then a party will have the right to sell directly to customers in the other party’s customer-
facing field subject to the payment of certain royalties to the other party on such sales.
In addition to the royalties discussed above for sales of isobutanol in the Direct Fuel Blending field, and subject to our right to sell up to 30 million
gallons of isobutanol per year in any field on a royalty-free basis, we will pay to Butamax a royalty per gallon of isobutanol sold or transferred by us, our
affiliates or sublicensees within the field of isobutylene (a derivative of isobutanol) applications (other than isobutylene for paraxylene, isooctane, Jet, diesel
and oligomerized isobutylene applications). Likewise, in addition to the royalties discussed above for sales of isobutanol in the Jet field, and subject to
Butamax’s right to sell up to 30 million gallons of isobutanol per year in any field on a royalty-free basis, Butamax will pay to us a royalty per gallon of
isobutanol sold or transferred by Butamax, its affiliates or sublicensees within the fields of marine gasoline, retail packaged fuels and paraxylene (except for
gasoline blending that results in use in marine or other fuel applications). The royalties described above will be due only once for any volume of isobutanol
sold or transferred under the License Agreement, and such royalties accrue when such volume of isobutanol is distributed for end use in the particular royalty-
bearing field. All sales of isobutanol in other fields will be royalty-free, subject to the potential technology fee described below.
In the event that we, our affiliates or sublicensees choose to employ a certain solids separation technology for the production of isobutanol at one of
their respective plants (“Solids Separation Technology”), we are granted an option to license such technology from Butamax on a non-exclusive basis subject
to the payment of a one-time technology license fee based on the rated isobutanol capacity for each such plant (subject to additional fees upon expansion of
such capacity). We also receive the option to obtain an engineering package from Butamax to implement the Solids Separation Technology on commercially
reasonable terms to be negotiated between the parties and subject to the technology fee described above and an additional technology licensing fee for use of
the Solids Separation Technology applicable to ethanol capacity as provided in such engineering package from Butamax (which capacity is not duplicative of
the rated isobutanol capacity referenced above) in instances where Butamax provides an engineering package for use at a particular plant that will run
isobutanol and ethanol production side-by-side using the licensed Solids Separation Technology at such plant.
The License Agreement encompasses both parties’ patents for producing isobutanol, including biocatalysts and separation technologies, as well as for
producing hydrocarbon products derived from isobutanol, including certain improvements and new patent applications filed within seven years of the date of
the License Agreement. While the parties have cross-licensed their patents for making and using isobutanol, the parties will not share their own proprietary
biocatalysts with each other. The parties may use third parties to manufacture biocatalysts on their behalf and may license their respective technology
packages for the production of isobutanol to third parties, subject to certain restrictions. A third party licensee would be granted a sub-license, and would be
subject to terms and conditions that are consistent with those under the License Agreement.
Under the License Agreement, the parties also agreed to certain limitations on the making or participating in a challenge of the other party’s patents
that are at issue in the Subject Litigation. The parties have also made certain representations, warranties and covenants to each other including, without
limitation, with respect to obtaining certain consents, indebtedness, rights in the licensed patents, and relationships with certain other ethanol plant process
technology providers.
The License Agreement will continue in effect until the expiration of the licensed patents, unless earlier terminated by a party as provided in the
License Agreement. The parties also have certain termination rights with respect to the term of the license granted to the other party under the License
Agreement upon the occurrence of, among other things, a material uncured breach by the other party. In the event that a party’s license is terminated under the
License Agreement, such party’s sublicense agreements may be assigned to the other party, subject to certain restrictions.
The parties may not assign the License Agreement or any right or obligation thereunder without the prior written consent of the other party. However,
the parties may assign the License Agreement to an affiliate or a person that acquires all of the business or assets of such party, subject to certain restrictions.
Competition
Our isobutanol is targeted for use in the following markets: direct use as a solvent and gasoline blendstock, use in the chemicals industry for producing
rubber, plastics, fibers, polyester and other polymers and use in the production of hydrocarbon fuels. We face competitors in each market, some of which are
limited to individual markets, and some of which will compete with us across all of our target markets. Many of our competitors have greater financial
resources than we do. If we fail to raise sufficient capital for our business and strategy, we may not be able to successfully compete.
10
Renewable isobutanol. We are a leader in the development of renewable isobutanol via fermentation of renewable plant biomass. While the
competitive landscape in renewable isobutanol production is limited at this time, we are aware of other companies that are seeking to develop isobutanol
production capabilities, including Butamax with whom we have entered into the License Agreement. See above—Butamax Advanced Biofuels LLC—Cross
License Agreement.
Solvent markets. We also face competition from companies that are focused on the development of n-butanol, a related compound to isobutanol. These
companies include Cathay Industrial Biotech Ltd., METabolic EXplorer S.A., Eastman Chemicals Company, and Green Biologics Ltd. We understand that
these companies produce n-butanol from an acetone-butanol-ethanol (“ABE”) fermentation process primarily for the small chemicals markets. ABE
fermentation using a Clostridia biocatalyst has been used in industrial settings since 1919. As discussed in several academic papers analyzing the ABE
process, such fermentation is handicapped in competitiveness by high energy costs due to low concentrations of butanol produced and significant volumes of
water processed. It requires high capital and operating costs to support industrial scale production due to the low rates of the Clostridia fermentation, and
results in a lower butanol yield because it produces ethanol and acetone as by-products. We believe our proprietary process has many significant advantages
over the ABE process because of its limited requirements for new capital expenditures, its production output of only isobutanol as a primary product and its
limited water usage in production. We believe these advantages will produce a lower cost isobutanol compared to n-butanol produced by ABE fermentation.
N-butanol’s lower octane rating compared to isobutanol gives it a lower value in the gasoline blendstock market, but n-butanol can compete directly in many
solvent markets where n-butanol and isobutanol have similar performance characteristics.
Gasoline blendstocks. In the gasoline blendstock market, isobutanol competes with non-renewable alkylate and renewable ethanol. We estimate the
total potential global market for isobutanol as a gasoline blendstock to be approximately 43 BGPY. Alkylate is a premium value gasoline blendstock typically
derived from petroleum. However, petroleum feeds for alkylate manufacture are pressured by continued increases in the use of natural gas to generate olefins
for the production of alkylate, due to the low relative cost of natural gas compared to petroleum. Isobutanol has fuel properties similar to alkylate and, as
such, we expect that isobutanol could be used as a substitute for some alkylate in fuel applications. Ethanol is renewable and has a high octane rating, and
although it has a high RVP, ethanol receives a one pound RVP waiver in a large portion of the U.S. gasoline market. Renewability is important in the U.S.
because the Renewable Fuels Standard program mandates that a minimum volume of renewable blendstocks be used in gasoline each year. A high octane
rating is important for engine performance and is a valuable characteristic because many inexpensive gasoline blendstocks have lower octane ratings. Low
RVP is important because the U.S. Environmental Protection Agency (“EPA”) sets maximum permissible RVP levels for gasoline. In markets where low RVP
is important, isobutanol can enable refiners to meet fuel specifications at lower cost. Ethanol’s vapor pressure waiver is valuable because it offsets much of
the negative value of ethanol’s high RVP. We believe that our isobutanol will be valued for its combination of low RVP, low water solubility, relatively high
octane and renewability.
Many production and technology supply companies are working to develop ethanol production from cellulosic feedstocks, including Shell Oil
Company, DuPont-Danisco Cellulosic Ethanol LLC, POET, LLC, ICM, Inc., Mascoma Corporation, Inbicon A/S, INEOS New Planet BioEnergy LLC,
Archer Daniels Midland Company, BlueFire Renewables, Inc., ZeaChem Inc., Iogen Corporation, Qteros, Inc., and many smaller startup companies.
Successful commercialization by some or all of these companies will increase the supply of renewable gasoline blendstocks worldwide, potentially reducing
the market size or margins available to isobutanol.
Of particular interest to us is the “ethanol free” gasoline blendstock market. This market segment is estimated by the EIA to be approximately 5
BGPY in non RFG regions. In the past, ethanol free gasoline could not be sold in RFG areas because RFG areas require oxygen in gasoline. Isobutanol can
now be used in the RFG areas to make an ethanol free gasoline. The estimated potential of isobutanol blended gasoline is estimated to be about 2 BGPY.
Isobutanol containing gasoline has been successfully introduced in the Houston region. It appears that isobutanol is uniquely suited to address the market for
ethanol free gasoline in RFG areas. We are unaware of any other viable alternative.
Plastics, fibers, polyester, rubber and other polymers. Isobutanol can be dehydrated to produce butenes, hydrocarbon intermediates currently used in
the production of plastics, fibers, polyester, rubber and other polymers. The straightforward conversion of our isobutanol into butenes is a fundamentally
important process that enables isobutanol to be used as a building block chemical in multiple markets. These markets include butyl rubber, lubricants and
additives derived from butenes such as isobutylene, poly methyl methacrylate from isobutanol, propylene for polypropylene from isobutylene, polyesters
made via PX from isobutylene and polystyrene made via styrene.
In these markets, we compete with the renewable isobutanol companies and renewable n-butanol producers described previously, and face similar
competitive challenges. Our competitive position versus petroleum-derived plastics, fibers, rubber and other polymers varies, but we believe that the high
volatility of petroleum prices, often tight supply markets for petroleum-based petrochemical feedstocks and the desire of many consumers for goods made
from more renewable sources will enable us to compete effectively. However, petrochemical companies may develop alternative pathways to produce
petrochemical-based hydrocarbon
11
products that may be less expensive than our isobutanol or more readily available or developed in conjunction with major petrochemical, refiner or end user
companies. These products may have economic or other advantages over the plastics, fibers, polyester, rubber and other polymers developed from our
isobutanol. Further, some of these companies have access to significantly more resources than we do to develop products.
Additionally, Global Bioenergies, S.A. is pursuing the direct production of isobutylene from renewable carbohydrates. Through analysis of the
fermentation pathway, we believe that the direct production of butenes such as isobutylene via fermentation will have higher capital and operating costs than
production of butenes derived from our isobutanol.
Hydrocarbon fuels. Beyond direct use as a fuel additive, isobutanol can be converted into many hydrocarbon fuels and specialty blendstocks, offering
substantial potential for additional demand in the fuels markets. We will compete with the incumbent petroleum-based fuels industry, as well as biofuels
companies. The incumbent petroleum-based fuels industry makes the vast majority of the world’s gasoline, jet and diesel fuels and blendstocks. The
petroleum-based fuels industry is mature, and includes a substantial base of infrastructure for the production and distribution of petroleum-derived products.
However, the industry faces challenges from its dependence on petroleum. High and volatile oil prices will provide an opportunity for renewable producers
relying on biobased feedstocks like corn, which in recent years have had lower price volatility than oil, to compete.
Biofuels companies will provide substantial competition in the gasoline market. These biofuels competitors are numerous and include both large
established companies and numerous startups. Government tax incentives for renewable fuel producers and regulations such as the United States Renewable
Fuel Standard Program or RFS Program help provide opportunities for renewable fuels producers to compete. In particular, in the gasoline and gasoline
blendstock markets, Virent Energy Systems, Inc. (“Virent”) offers a competitive process for making gasoline and gasoline blendstocks. However, we have the
advantage of being able to target conversion of isobutanol into specific high-value molecules such as isooctane, which can be used to make gasoline
blendstocks with a higher value than whole gasoline, which we do not believe Virent’s process can match. In the jet fuel market, we may face competition
from companies such as Synthetic Genomics, Inc., Sapphire Energy, Inc. and Exxon-Mobil Corporation, which are pursuing production of jet fuel from algae-
based technology. Renewable Energy Group, Inc. and others are also targeting production of jet fuels from vegetable oils and animal fats. Red Rock Biofuels
LLC, Fulcrum BioEnergy, Inc. and others are planning to produce jet fuel from renewable biomass. In the diesel fuels market, competitors such as Amyris
Biotechnologies, Inc. (“Amyris”) provide alternative hydrocarbon diesel fuel. We believe our technology provides a higher yield on feedstock than the
isoprenoid fermentation pathway developed by Amyris, which we believe will yield a production cost advantage.
Ethanol. We compete with numerous ethanol producers located throughout the U.S., many of which have much greater resources than we do,
including Archer-Daniels-Midland Company, Green Plains, Inc., POET, LLC and Valero Energy Corporation. Competition for corn supply from other ethanol
plants and other corn consumers will likely exist in all areas and regions in which our current and future plants will operate. We also face competition from
foreign producers of ethanol and such competition may increase significantly in the future. Large international companies have developed, or are developing,
increased foreign ethanol production capacities. Brazil is the world’s second largest ethanol producing country. Brazil’s ethanol production is sugarcane-
based, as opposed to corn-based, and has historically been less expensive to produce.
Intellectual Property
Our success depends in large part on our proprietary products and technology for which we seek protection under patent, copyright, trademark and
trade secret laws. Such protection is also maintained in part using confidential disclosure agreements. Protection of our technologies is important so that we
may offer our customers and partners proprietary services and products unavailable from our competitors, and so that we may exclude our competitors from
using technology that we have developed or exclusively licensed. If competitors in our industry have access to the same technology, our competitive position
may be adversely affected.
We have submitted hundreds of patent applications in the U.S. and in various foreign jurisdictions. These patent applications are directed to our
technologies and specific methods and products that support our business in the biofuel and bioindustrial markets. We continue to file new patent
applications, for which terms extend up to 20 years from the filing date in the U.S.
As of December 31, 2017, we have been issued 24 U.S. patents and 26 international patents.
In addition to the patents and applications described above, we have a global cross-license to certain patents and applications relating to the
production, recovery, and use of isobutanol that are owned or licensed by Butamax. The global cross-license allows us to freely practice the licensed
inventions, subject to the terms of the cross-license. For information regarding this license, see above —Butamax Advanced Biofuels LLC—Cross License
Agreement.
12
We intend to file and prosecute patent applications and maintain trade secrets, as is consistent with our business plan, in an ongoing effort to protect
our intellectual property. It is possible that our licensors’ current patents, or patents which we may later acquire or license, may be successfully challenged or
invalidated in whole or in part. It is also possible that we may not obtain issued patents from our filed applications, and may not be able to obtain patents
regarding other inventions we seek to protect. We also may not file patents in each country in which we plan to do business or actually conduct business.
Under appropriate circumstances, we may sometimes permit certain intellectual property to lapse or go abandoned. Due to uncertainties inherent in
prosecuting patent applications, sometimes patent applications are rejected and we may subsequently abandon them. It is also possible that we will develop
products or technologies that will not be patentable or that the patents of others will limit or preclude our ability to do business. In addition, any patent issued
to us may provide us with little or no competitive advantage, in which case we may abandon such patent or license it to another entity.
We have obtained registered trademarks for Gevo Integrated Fermentation TechnologyTM, GIFTTM, and Gevo® in the U.S. These registered and
pending U.S. trademarks are also registered or pending in certain foreign countries.
Our means of protecting our proprietary rights may not be adequate and our competitors may independently develop technology or products that are
similar to or compete with ours. Patent, trademark and trade secret laws afford only limited protection for our technology platform and products. The laws of
many countries do not protect our proprietary rights to as great an extent as do the laws of the U.S. Despite our efforts to protect our proprietary rights,
unauthorized parties have in the past attempted, and may in the future attempt, to operate using aspects of our intellectual property or products or to obtain
and use information that we regard as proprietary. Third parties may also design around our proprietary rights, which may render our protected technology
and products less valuable. In addition, if any of our products or technologies is covered by third-party patents or other intellectual property rights, we could
be subject to various legal actions. We cannot assure you that our technology platform and products do not infringe patents held by others or that they will not
in the future.
Litigation may be necessary to enforce our intellectual property rights, to protect our trade secrets, to determine the validity and scope of the
proprietary rights of others or to defend against claims of infringement, invalidity, misappropriation or other allegations. Any such litigation could result in
substantial costs and diversion of our resources. We may be unable to finance litigation costs, which may harm our ability to enforce our intellectual property
rights. Any settlement of or adverse judgment resulting from such litigation could require us to obtain a license to continue to make, use or sell the products
or technology that is the subject of the claim, or otherwise restrict or prohibit our use of the technology.
Customers, Partnerships and Collaborations
We commenced a limited commercial scale campaign for the production of isobutanol in 2014 at our Luverne Facility to demonstrate commercial
scale capacity and sell the resulting product. We expect initial commercial production to be directed to serve the high-purity and chemical-grade markets, to
provide introductory volumes to the specialty fuel blendstock markets in the U.S. and to be further processed at a demonstration plant near Houston, Texas, to
fulfill contracts for various hydrocarbons applications such as ATJ and PX. In 2014, we also began producing and selling isobutanol distiller’s grains or
iDGs™, as an animal feed co-product, in a similar manner as distiller’s grains are sold in the ethanol industry today.
In 2017, 2016 and 2015, C&N Ethanol Marketing, LLC accounted for approximately 76%, 71% and 71% of our consolidated revenue,
respectively. In the same years, Land O’Lakes Purina Feed LLC accounted for approximately 17%, 17% and 19% of our consolidated revenue,
respectively. Given our production capacity compared to the overall size of the North American market and the demand for our products, we do not believe
that a decline in a specific customer's purchases would have a material adverse long-term effect upon our financial results.
As of December 31, 2017, we had entered into the following key arrangements:
● HCS Holding GmbH – In May 2017, we signed a supply agreement with HCS Holding GmbH (HCS) to supply isooctane under a five-year offtake
agreement. HCS is a manufacturer of specialty products and solutions in the hydrocarbons sector, operating under such brands as Haltermann
Carless. In the first phase of the supply agreement, HCS will purchase isooctane produced at our demonstration hydrocarbons plant located in
Silsbee, Texas, commencing in May 2017. The pricing is fixed over the first phase and Gevo estimates that this could generate up to $2-3 million of
gross revenue per year. In the second phase of the supply agreement, HCS agreed to purchase 300,000 gallons of isooctane per year, with an option
to purchase an additional 100,000 gallons of isooctane per year, under a five-year offtake arrangement upon commencement of production at our
first commercial hydrocarbon facility. The supply agreement contains a pricing formula which is intended to provide us a fixed margin. We expect
to supply this isooctane from its first commercial hydrocarbons facility, which is likely to be built at the Luverne Facility.
● Musket Corporation. In June 2016, we entered into an agreement with Musket Corporation (“Musket”) to supply isobutanol for blending with
gasoline. Musket is a national fuel distributor under the umbrella of the Love’s Family of Companies. In
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•
•
•
•
•
November 2016, we announced that we had entered the on-road automobile gasoline market in Houston in partnership with Musket. This marked
the first time that our isobutanol had been specifically targeted towards on-road vehicles, a much larger market opportunity for isobutanol than
specialty segments. On February 8, 2018, we announced that we had strengthened our existing relationship with Musket Corporation, a national
fuel distributor under the umbrella of the Love’s Family of Companies, by amending our existing isobutanol supply agreement to provide Musket
with the exclusive right to sell our renewable isobutanol within a 300 mile radius of Houston, Texas. This agreement establishes a market region
that encompasses Austin, Dallas, Fort Worth, Oklahoma, Louisiana, as well as the majority of South and East Texas.
C&N Ethanol Marketing, LLC. In August 2011, we entered into a renewable fuels supply chain services agreement with C&N Ethanol Marketing
Corporation, later changed to C&N Ethanol Marketing, LLC by amendment (“C&N”) to provide supply chain services including logistics
management, customer service support, invoicing and billing services. Substantially all ethanol sold by us since September 2010 was sold to C&N.
Land O’Lakes Purina Feed LLC. In December 2011, we entered into a commercial off-take and marketing agreement with Land O’Lakes Purina
Feed LLC (“Land O’Lakes Purina Feed”) for the sale of iDGs™ produced by the Luverne Facility. Land O’ Lakes Purina Feed provides farmers
and ranchers with an extensive line of agricultural supplies (feed, seed, and crop protection products) and services. Pursuant to the agreement, Land
O’Lakes Purina Feed will be the exclusive marketer of our iDGs™ and modified wet distiller’s grains for the animal feed market. The agreement
has an initial three-year term following the first commercial sales of iDGs™ with automatic one-year renewals thereafter unless terminated by one
of the parties. Further, we plan to work with Land O’Lakes Purina Feed to explore opportunities to upgrade the iDGs™ for special value-added
applications in feed markets. Land O’ Lakes Purina Feed also provides marketing services for the sale of our ethanol distiller grains.
BCD Chemie. In April 2015, we entered into a first purchase order to supply isooctene to BCD Chemie, a subsidiary of Brenntag AG, a leading
chemical distributor based in Germany. BCD Chemie is targeting applications in Europe to replace petroleum-based hydrocarbons to enable
companies to meet regulatory requirements for renewable content in fuels while satisfying the performance requirements of their customers. We
subsequently entered into additional purchase orders to supply isooctene to BCD Chemie into 2016. To date, the total value of the purchase orders
to BCD Chemie is over $1 million.
Clariant Corp. Since 2016, we have been working with Clariant Corp., one of the world’s leading specialty chemical companies, to develop
catalysts to enable Gevo’s “ETO” technology and improve Gevo’s other hydrocarbon technology. Gevo’s ETO technology, which uses ethanol as a
feedstock, produces tailored mixes of propylene, isobutylene and hydrogen, which are valuable as standalone molecules, or as feedstocks to
produce other products such as diesel fuel and commodity plastics, that would be drop-in replacements for their fossil-based equivalents.
Northwest Advanced Renewables Alliance. We have provided NARA with technology to enable the commercial scale processing of cellulosic
sugars from wood waste into valuable products. The cellulosic jet fuel made using our technologies was used in a 1,000-gallon renewable fuel
commercial flight flown by Alaska Airlines in November 2016. Our isobutanol and ATJ technologies were both licensed by NARA as part of this
project. NARA was a five-year project supported by the U.S. Department of Agriculture, National Institute of Food and Agriculture, and is
comprised of 22 member organizations from industry, academia and government laboratories. Its mission was to facilitate development of biojet
and bioproduct industries in the Pacific Northwest using forest residuals that would otherwise become waste products. The NARA project ended in
2017 after a short-term extension with additional financing of approximately $50,000 was provided in the summer of 2017.
Research and Development
Our strategy depends on continued improvement of our technologies for the production of isobutanol, as well as next generation chemicals and
biofuels based on our isobutanol technology. Accordingly, we annually devote significant funds to research and development. The following table shows our
research and development costs by function (in thousands).
Biocatalyst development
Process engineering and operation of pilot and demo plants
Chemistry and applications development
Total Research and Development Expense
14
2017
Year Ended December 31,
2016
2015
$
$
1,991 $
2,188
1,003
5,182 $
2,867 $
1,714
635
5,216 $
3,435
1,344
1,831
6,610
During 2017, 2016 and 2015, we recorded revenue from government grants and cooperative agreements in the amounts of $44,000, $0.5 million, and
$1.2 million, respectively, which primarily related to research and development activities performed in our biocatalyst, chemistry, and applications
development groups.
Our research and development activities are currently being performed primarily in our corporate headquarters located in Englewood, Colorado and
the Hydrocarbons Demo Plant in Silsbee, Texas.
Government Regulation - Environmental Compliance Costs
Regulation by governmental authorities in the U.S. and other countries is a significant factor in the development, manufacture and marketing of
second-generation biofuels. Our isobutanol and the next generation products isobutanol will be used to produce may require regulatory approval by
governmental agencies prior to commercialization. In particular, biofuels are subject to rigorous testing and premarket approval requirements by the EPA’s
Office of Transportation and Air Quality, and regulatory authorities in other countries. In the U.S., various federal, and, in some cases, state statutes and
regulations also govern or impact the manufacturing, safety, storage and use of biofuels. The process of seeking required approvals and the continuing need
for compliance with applicable statutes and regulations requires the expenditure of substantial resources. Regulatory approval, if and when obtained for any of
the next generation products isobutanol is used to produce, may be limited in scope, which may significantly limit the uses for which our isobutanol and these
next generation products may be marketed.
When built at a dry-mill facility, our GIFT™ fermentation process creates iDGs™, a potential animal feed component, as a co-product. We are
currently approved to sell iDGs™ as animal feed through the self-assessed Generally Regarded as Safe (“GRAS”) process of the U.S. Food and Drug
Administration (the “FDA”) via third party scientific review. While we believe we can rely on the GRAS process, as we update our biocatalysts to increase
isobutanol production, for further customer assurance, we also intend to pursue approval upon a completed biocatalyst from the Center for Veterinary
Medicine of the FDA. Even if we receive such approval, the FDA’s policies may change and additional government regulations may be enacted that could
prevent, delay or require regulatory approval of our co-products. We cannot predict the likelihood, nature or extent of adverse governmental regulations that
might arise from future legislative or administrative action, either in the U.S. or abroad.
Our process contains a genetically engineered organism which, when used in an industrial process, is considered a new chemical under the EPA’s
Toxic Substances Control Act program (“TSCA”). EPA’s Biotechnology Program under TSCA requires the submission of certain information of the Office of
Pollution Prevention and Toxic Substances. Due to the nature of our microorganism we can utilize the TSCA Biotechnology Program Tier I and Tier II
exemption criteria at our Luverne, Minnesota manufacturing location. As we expand our business activities, we will pursue the EPA’s Microbial Commercial
Activity Notice process for future plants. We do not anticipate a material adverse effect on our business or financial condition as a result of our efforts to
comply with these requirements. However, the TSCA new chemical submission policies may change and additional government regulations may be enacted
that could prevent or delay regulatory approval of our products. We cannot predict the likelihood, nature or extent of adverse governmental regulations that
might arise from future legislative or administrative action, either in the U.S. or abroad.
There are various third-party certification organizations, such as ASTM International and Underwriters’ Laboratories, Inc. (“UL”), involved in
certifying the transportation, dispensing and use of liquid fuel in the U.S. and internationally. In 2013, a specification for fuel grade isobutanol titled ASTM
D7862 “Standard Specification for Butanol for Blending with Gasoline for Use as Automotive Spark-Ignition Engine Fuel” was published. In April 2016,
ASTM International completed its process of approving the revision of ASTM D7566 (Standard Specification for Aviation Turbine Fuel Containing
Synthesized Hydrocarbons) to include alcohol to jet synthetic paraffinic kerosene (ATJ-SPK) derived from renewable isobutanol. In addition, UL has
published guidance on the use of isobutanol-gasoline blends in its UL87A fuel dispensers. When ATJ-SPK which meets the specifications of ASTM D7566
is blended at a level of 30% or lower with petroleum based jet fuel which meets the specifications of ASTM D1655, the entire blended product meets the
specifications of ASTM D1655, conventional jet fuel. In other words, the blend containing the ATJ-SPK is completely fungible with any conventional D1655
jet fuel. Voluntary standards development organizations may change and additional requirements may be enacted that could prevent or delay marketing
approval of our products. The process of seeking required approvals and the continuing need for compliance with applicable statutes and regulations require
the expenditure of substantial resources. We do not anticipate a material adverse effect on our business or financial conditions as a result of our efforts to
comply with these requirements, but we cannot predict the likelihood, nature or extent of adverse third-party requirements that might arise from future action,
either in the U.S. or abroad.
We are subject to various federal, state and local environmental laws and regulations, including those relating to the discharge of materials into the air,
water and ground, the generation, storage, handling, use, transportation and disposal of hazardous materials and the health and safety of our employees. These
laws and regulations require us to obtain environmental permits and comply with numerous environmental restrictions as we construct and operate isobutanol
assets. They may require expensive pollution control
15
equipment or operation changes to limit actual or potential impacts to the environment. A violation of these laws, regulations or permit conditions can result
in substantial fines, natural resource damage, criminal sanctions, permit revocations and facility shutdowns.
There is a risk of liability for the investigation and cleanup of environmental contamination at each of the properties that we own or operate and at off-
site locations where we arrange for the disposal of hazardous substances. If these substances are or have been disposed of or released at sites that undergo
investigation or remediation by regulatory agencies, we may be responsible under the Comprehensive Environmental Response, Compensation and Liability
Act or other environmental laws for all or part of the costs of investigation and remediation. We may also be subject to related claims by private parties
alleging property damage and personal injury due to exposure to hazardous or other materials at or from the properties. Some of these matters may require us
to expend significant amounts for investigation and cleanup or other costs. We are not aware of any material environmental liabilities relating to
contamination at or from our facilities or at off-site locations where we have transported or arranged for the disposal of hazardous substances.
In addition, new laws, new interpretations of existing laws, increased governmental enforcement of environmental laws or other developments could
require us to make significant additional expenditures. Continued government and public emphasis on environmental issues can be expected to result in
increased future investments in environmental controls at our facilities which cannot be estimated at this time. Present and future environmental laws and
regulations applicable to our operations, more vigorous enforcement policies and discovery of currently unknown conditions could all require us to make
substantial expenditures. For example, our air emissions are subject to the Clean Air Act, the Clean Air Act Amendments of 1990 and similar state and local
laws and associated regulations. Under the Clean Air Act, the EPA has promulgated National Emissions Standards for Hazardous Air Pollutants
(“NESHAP”), which could apply to facilities that we own or operate if the emissions of hazardous air pollutants exceed certain thresholds. If a facility we
operate is authorized to emit hazardous air pollutants above the threshold level, then we might still be required to come into compliance with another
NESHAP at some future time. New or expanded facilities might be required to comply with both standards upon startup if they exceed the hazardous air
pollutant threshold. In addition to costs for achieving and maintaining compliance with these laws, more stringent standards may also limit our operating
flexibility.
As a condition to granting the permits necessary for operating our facilities, regulators could make demands that increase our construction and
operations costs, which might force us to obtain additional financing. For example, unanticipated water discharge limits could sharply increase construction
costs for our projects. Permit conditions could also restrict or limit the extent of our operations. We cannot guarantee that we will be able to obtain or comply
with the terms of all necessary permits to complete the Retrofit of an ethanol plant. Failure to obtain and comply with all applicable permits and licenses
could halt our construction and could subject us to future claims.
Our products benefit from the United States Renewable Fuel Standard Program or RFS Program in that our ethanol and isobutanol are currently
eligible for Renewable Identification Numbers or RINS that have value based on the current RFS Program. The RFS Program could change, impacting our
products, positively or negatively.
Various systems are being put in place around the workd to measure carbon intensity and reduction of greenhouse gas emissions, with the intent of
creating a system to monetize the value of the reduction of carbon. LCFS in CA is a good example. In order to benefit from such systems, companies need to
have their products qualified through a regulatory process. There is no guarantee that any benefit could be gained. Gevo has not yet attempted to gain
approval for programs such as LCFS.
Segments and Geographic Information
We have determined that we have two operating segments: (i) Gevo segment; and (ii) Gevo Development/Luverne segment. We organize our business
segments based on the nature of the products and services offered through each of our consolidated legal entities. Transactions between segments including
revenue, loss from operations and total assets by segment are eliminated in consolidation. For additional financial information related to our segments, see
Note 18 Segments in Item 8. Financial Statements and Supplemental Data, of this Report
Gevo Segment. Our Gevo segment is responsible for all research and development activities related to the future production of isobutanol, including
the development of our proprietary biocatalysts, the production and sale of biojet fuel, our Retrofit process and the next generation of chemicals and biofuels
that will be based on our isobutanol technology. Our Gevo segment also develops, maintains and protects our intellectual property portfolio, develops future
markets for our isobutanol and provides corporate oversight services.
Gevo Development/Agri-Energy. Our Gevo Development/Agri-Energy segment is currently responsible for the operation of our Luverne Facility and
the production of ethanol, isobutanol and related products. Substantially all of the ethanol produced from the date of the acquisition of the Luverne Facility
through December 31, 2017 was sold through an ethanol marketing company. Sales of
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ethanol and related products from our Gevo Development/Luverne segment comprised approximately 90% of our consolidated revenue for the fiscal year
ended December 31, 2017.
The following table sets forth our revenue by reportable segment (in thousands).
Revenues:
Gevo
Gevo Development / Agri-Energy
Consolidated
2017
Year Ended December 31,
2016
2015
$
$
$
1,097
26,439
27,536 $
2,425 $
24,788
27,213 $
2,911
27,226
30,137
Geographic Information. For both the Gevo and the Gevo Development/Agri-Energy, all revenue is earned and all assets are held in the U.S.
Employees
As of December 31, 2017, we employed 51 employees, 22 of whom were employed by us in our principal offices located in Englewood, Colorado. Of
our employees, 13 were engaged in research and development activities and 9 were engaged in general, administrative and business development activities.
As of December 31, 2017, our subsidiary, Agri-Energy, employed 29 employees, all of whom were located in Luverne, Minnesota, and involved in the
operations of our production facility. None of our employees are represented by a labor union, and we consider our employee relations to be good.
Corporate Information
We were incorporated in Delaware in June 2005 as a corporation under the name Methanotech, Inc. and filed an amendment to our certificate of
incorporation changing our name to Gevo, Inc. on March 29, 2006. Our principal executive offices are located at 345 Inverness Drive South, Building C,
Suite 310, Englewood, CO 80112, and our telephone number is (303) 858-8358.
Website Access to SEC Filings
We are subject to the reporting requirements under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Consequently, we are
required to file reports and information with the SEC, including reports on the following forms: annual reports on Form 10-K, quarterly reports on Form 10-
Q, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act. These reports and
other information concerning us may be accessed through the SEC’s website at http://www.sec.gov and on our website at www.gevo.com. Such filings are
placed on our website as soon as reasonably practical after they are filed with the SEC. Any information contained in, or that can be accessed through our
website, is not incorporated by reference into, nor is it in any way part of, this Report.
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Item 1A.
Risk Factors
You should carefully consider these risk factors described below before you decide to invest in our securities. The risks described below are not the
only ones facing us. Our business is also subject to the risks that affect many other companies, such as competition, technological obsolescence, labor
relations, general economic conditions, geopolitical changes and international operations. Additional risks and uncertainties not presently known to us or
that we currently believe are immaterial may also impair our business operations and our liquidity. The risks described below could cause our actual results
to differ materially from those contained in the forward-looking statements we have made in this Report, the information incorporated herein by reference and
those forward-looking statements we may make from time to time.
Risks Relating to our Business and Strategy
We have substantial indebtedness outstanding and may incur additional indebtedness in the future. Our indebtedness exposes us to risks that could
adversely affect our business, financial condition and results of operations.
As of December 31, 2017, we had approximately $16.7 million in outstanding 12% Convertible Senior Notes, due 2020, which were issued to WB
Gevo, Ltd. (“Whitebox”) in June 2017 (the “2020 Notes”). In addition, we and any current and future subsidiaries of ours may incur substantial additional
debt in the future, subject to the specified limitations in our existing financing documents and the indenture governing the 2020 Notes. If new debt is added to
our or any of our subsidiaries’ debt levels, the risks described in this “Certain Risks Related to Owning Our Securities” section could intensify.
Our current and future indebtedness could have significant negative consequences for our business, results of operations and financial condition,
including:
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increasing our vulnerability to adverse economic and industry conditions;
limiting our ability to obtain additional financing;
requiring the dedication of a substantial portion of our cash flow from operations to service our indebtedness, thereby reducing the amount of
our cash flow available for other purposes;
limiting our flexibility in planning for, or reacting to, changes in our business; and
placing us at a possible competitive disadvantage with less leveraged competitors and competitors that may have better access to capital
resources.
We cannot assure you that we will continue to maintain sufficient cash reserves or that our business will generate cash flow from operations at levels
sufficient to permit us to pay principal, premium, if any, and interest on our indebtedness, or that our cash needs will not increase. If we are unable to generate
sufficient cash flow or otherwise obtain funds necessary to make required payments, or if we fail to comply with the various requirements of our existing
indebtedness or any other indebtedness which we may incur in the future, we would be in default, which could permit the holders of our indebtedness,
including the Convertible Notes, to accelerate the maturity of such indebtedness. Any default under such indebtedness could have a material adverse effect on
our business, results of operations and financial condition.
In particular, our indebtedness with Whitebox is secured by liens on substantially all of our assets, including our intellectual property. If we are unable
to satisfy our obligations under such instruments, Whitebox could foreclose on our assets, including our intellectual property. Any such foreclosure could
force us to substantially curtail or cease our operations which could have a material adverse effect on our business, financial condition and results of
operations.
There is substantial doubt about our ability to continue as a going concern, which may hinder our ability to obtain further financing.
Our audited financial statements for the year ended December 31, 2017, were prepared under the assumption that we would continue our operations as
a going concern. Our independent registered public accounting firm for the year ended December 31, 2017 included a “going concern” emphasis of matter
paragraph in its report on our financial statements as of, and for the year ended, December 31, 2017, indicating that the amount of working capital at
December 31, 2017 was not sufficient to meet the cash requirements to fund planned operations through the period that is one year after the date our 2017
financial statements are issued without additional sources of cash, which raises substantial doubt about our ability to continue as a going concern. Uncertainty
concerning our ability to continue as a going concern may hinder our ability to obtain future financing. Continued operations and our ability to continue as a
going concern are dependent on our ability to obtain additional funding in the near future and thereafter, and there are no assurances that such funding will be
available to us at all or will be available in sufficient amounts or on reasonable terms.
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Our financial statements do not include any adjustments that may result from the outcome of this uncertainty. Based on our current operating plan, existing
working capital at December 31, 2017 was not sufficient to meet the cash requirements to fund planned operations through the period that is one year after the
date our 2017 financial statements are issued unless we are able to restructure and extend our debt obligations and/or raise additional capital to fund
operations. Without additional funds from private and/or public offerings of debt or equity securities, sales of assets, sales of our licenses of intellectual
property or technologies, or other transactions, we will exhaust our resources and will be unable to continue operations. If we cannot continue as a viable
entity, our stockholders would likely lose most or all of their investment in us.
We have a history of net losses, and we may not achieve or maintain profitability.
We have incurred net losses of $24.6 million, $37.2 million, and $36.2 million during the years ended December 31, 2017, 2016 and 2015,
respectively. As of December 31, 2017, we had an accumulated deficit of $401.4 million. We expect to incur losses and negative cash flows from operating
activities for the foreseeable future. We currently derive revenue primarily from the sale of isobutanol, ethanol and related products at the Luverne Facility,
although over certain periods of time, we may and have operated the plant for the sole production of ethanol and related products to maximize cash flows.
Additionally, we have generated limited revenue from the sale of products such as ATJ, isooctane and isooctene produced from isobutanol that has
been used for commercial flights with Alaska Airlines, jet engine qualification and flight demonstration by the U.S. Air Force and other branches of the U.S.
military, as well as specialty gasoline applications such as racing fuel. We have also generated revenue through grants and cooperative agreements. If we are
unable to obtain new grants, cooperative agreements or product supply contracts, our revenues could be adversely affected.
Furthermore, we expect to spend significant amounts on the further development and commercial implementation of our technology. We also expect to
spend significant amounts acquiring and deploying additional equipment to attain final product specifications that may be required by future customers,
acquiring or otherwise gaining access to additional ethanol plants and Retrofitting them for isobutanol production, on marketing, general and administrative
expenses associated with our planned growth, on management of operations as a public company, and on debt service obligations. In addition, the cost of
preparing, filing, prosecuting, maintaining and enforcing patent, trademark and other intellectual property rights and defending ourselves against claims by
others that we may be violating their intellectual property rights may be significant.
In particular, over time, costs related to defending the validity of our issued patents and challenging the validity of the patents of others at the U.S.
Patent and Trademark Office (“USPTO”) may be significant. As a result, even if our revenues increase substantially, we expect that our expenses will exceed
revenues for the foreseeable future. We do not expect to achieve profitability during the foreseeable future, and may never achieve it. If we fail to achieve
profitability, or if the time required to achieve profitability is longer than we anticipate, we may not be able to continue our business. Even if we do achieve
profitability, we may not be able to sustain or increase profitability on a quarterly or annual basis.
We will require substantial additional financing to achieve our goals, and a failure to obtain this capital when needed or on acceptable terms could force
us to delay, limit, reduce or terminate our development and commercialization efforts.
Significant portions of our resources have been dedicated to research and development, as well as demonstrating the effectiveness of our technology
through the Retrofit of the Luverne Facility. We believe that we will continue to expend substantial resources for the foreseeable future on further developing
our technologies, developing future markets for our isobutanol and accessing and Retrofitting facilities necessary for the production of isobutanol on a
commercial scale. These expenditures may include costs associated with research and development, accessing existing ethanol plants, Retrofitting or
otherwise modifying the plants to produce isobutanol, obtaining government and regulatory approvals, acquiring or constructing storage facilities and
negotiating supply agreements for the isobutanol we produce. In addition, other unanticipated costs may arise. Because the costs of developing our
technology at a commercial scale are highly uncertain, we cannot reasonably estimate the amounts necessary to successfully commercialize our production.
To date, we have funded our operations primarily through equity offerings, issuances of debt, borrowing under our secured debt financing
arrangements and revenues earned primarily from the sale of ethanol. Based on our current plans and expectations, we will require additional funding to
achieve our goals. In addition, the cost of preparing, filing, prosecuting, maintaining and enforcing patent, trademark and other intellectual property rights and
defending against claims by others that we may be violating their intellectual property rights may be significant. Moreover, our plans and expectations may
change as a result of factors currently unknown to us, and we may need additional funds sooner than planned and may seek to raise additional funds through
public or private debt or equity financings in the near future. We may also choose to seek additional capital sooner than required due to favorable market
conditions or strategic considerations.
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Our future capital requirements will depend on many factors, including:
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the timing of, and costs involved in developing and optimizing our technologies for full-scale commercial production of isobutanol;
the timing of, and costs involved in accessing existing ethanol plants;
the timing of, and costs involved in Retrofitting the plants we access with our technologies;
the costs involved in establishing enhanced yeast seed trains, including at the Luverne Facility;
the costs involved in acquiring and deploying additional equipment to attain final product specifications including at the Luverne Facility, that
may be required by future customers;
the costs involved in increasing our isobutanol production capacity, including at the Luverne Facility;
the cost and timing to expand the Luverne Facility into our first commercial hydrocarbons facility;
the cost of operating, maintaining and increasing production capacity of the Retrofitted plants;
our ability to negotiate agreements supplying suitable biomass to our plants, and the timing and terms of those agreements;
the timing of, and the costs involved in developing adequate storage facilities for the isobutanol we produce;
our ability to gain market acceptance for isobutanol as a specialty chemical, gasoline blendstock and as a raw material for the production of
hydrocarbons;
our ability to negotiate supply agreements for the isobutanol we produce, and the timing and terms of those agreements, including terms related
to sales price;
our ability to negotiate sales of our isobutanol for full-scale production of butenes and other industrially useful chemicals and fuels, and the
timing and terms of those sales, including terms related to sales price;
our ability to sell the iDGs™ left as a co-product of fermenting isobutanol from corn as animal feedstock;
our ability to establish and maintain strategic partnerships, licensing or other arrangements and the timing and terms of those arrangements; and
the cost of preparing, filing, prosecuting, maintaining, defending and enforcing patent, trademark and other intellectual property claims,
including litigation costs and the outcome of such litigation.
Additional funds may not be available when we need them, on terms that are acceptable to us, or at all. In addition, our ability to raise additional funds
will be subject to certain limitations in the agreements governing our indebtedness, including the 2020 Notes. If needed funds are not available to us on a
timely basis, we may be required to delay, limit, reduce or terminate:
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our research and development activities;
our plans to access and/or Retrofit existing ethanol facilities;
our production of isobutanol at Retrofitted plants, including at the Luverne Facility;
any plans to further expand production of isobutanol or other products at the Luverne Facility;
our production of hydrocarbons at the demonstration plant located at the South Hampton facility near Houston, TX, or any other future
facilities;
our efforts to prepare, file, prosecute, maintain and enforce patent, trademark and other intellectual property rights and defend against claims by
others that we may be violating their intellectual property rights; and/or
our activities in developing storage capacity and negotiating supply agreements that may be necessary for the commercialization of our
isobutanol production.
We may need to cease production at the Luverne Facility due to the condition of two of our fermentation vessels.
As an older production facility, the Luverne Facility is more susceptible to maintenance issues that result in production challenges than newer
production facilities. In the second quarter of 2017, we hired a third-party engineering firm to test the structural integrity of two of our oldest fermentation
vessels. These fermentation vessels are fabricated from carbon steel and are dedicated to ethanol production. Currently it is estimated that these two
fermentation vessels likely have approximately two years and three months, respectively, of useful life remaining under the current operating strategy unless
they are replaced or repaired. It is possible that the condition of the two affected fermentation vessels could force us to cease isobutanol production or to
completely cease all production
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activities at the Luverne Facility for an extended period of time. Any such production stoppages or costs incurred to repair or replace such vessels could have
a material adverse effect on our business, financial condition and results of operations.
We may be unable to successfully negotiate final, binding terms related to our current non-binding isobutanol, ATJ and other hydrocarbon supply and
distribution agreements, which could harm our commercial prospects.
From time-to-time, we agree to preliminary terms regarding supplying isobutanol or the products derived from it to various companies for their use or
further distribution. We may be unable to negotiate final terms with these or other companies in a timely manner, or at all, and there is no guarantee that the
terms of any final agreement will be the same or similar to those currently contemplated in our preliminary agreements. Final terms may include less
favorable pricing structures or volume commitments, more expensive delivery or purity requirements, reduced contract durations and other adverse changes.
Delays in negotiating final contracts could slow our initial isobutanol commercialization, and failure to agree to definitive terms for sales of sufficient
volumes of isobutanol could prevent us from growing our business. To the extent that terms in our initial supply and distribution contracts may influence
negotiations regarding future contracts, the failure to negotiate favorable final terms related to our current preliminary agreements could have an especially
negative impact on our growth and profitability. Additionally, we have not demonstrated that we can meet the production levels contemplated in our current
non-binding supply agreements. If our production scale-up proceeds more slowly than we expect, or if we encounter difficulties in successfully completing
plant Retrofits, potential customers, including those with whom we have current letters of intent, may be less willing to negotiate definitive supply
agreements, or demand terms less favorable to us, and our performance may suffer.
Our Retrofit of the Luverne Facility is our first commercial Retrofit and, as a result, our full-scale commercial production of isobutanol at the Luverne
Facility could be delayed or we could experience significant cost overruns in comparison to our current estimates.
In September 2010, we acquired ownership of the Luverne Facility in Luverne, Minnesota. To date, we have successfully demonstrated fermentation
operations at commercial scale combined with the use of our GIFT ™separation system using corn mash feedstock at the Luverne Facility. We may incur
additional costs in order to further optimize the production of isobutanol, or both isobutanol and ethanol simultaneously, at the Luverne Facility. We may
determine that it is necessary to incur additional costs to further optimize the Luverne Facility or to increase production of isobutanol or other products at the
Luverne Facility, but the funds necessary may not be available when we need them, on terms that are acceptable to us or at all. In addition, our ability to raise
additional funds will be subject to certain limitations in the agreements governing our indebtedness, including the 2020 Notes. If additional funding is not
available to us, or not available on terms acceptable to us, our ability to optimize the isobutanol production technology currently in place at the Luverne
Facility and achieve full-scale commercial production at this facility may be limited. Such a result could reduce the scope of our business plan and have an
adverse effect on our results of operations.
The Luverne Facility is our first commercial isobutanol production facility, and, as such, we may be unable to produce planned quantities of isobutanol
and any such production may be more costly than we anticipate.
Since commencing initial startup operations for the production of isobutanol at the Luverne Facility in May 2012, we have encountered some
production challenges, including contamination issues, which have resulted in lower than planned isobutanol production. While we have resumed production
of isobutanol at the Luverne Facility, this is our first commercial isobutanol production facility and we may encounter further production challenges,
including, but not limited to, being unable to manage plant contamination, and we may add additional processing steps or incur additional capital expenditures
to achieve our target customers’ product specifications and/or to increase production levels at the facility. In addition, the Luverne Facility was constructed in
1998. As an older production facility, the Luverne Facility may be more susceptible to maintenance issues that result in production challenges than newer
production facilities. Any such production challenges may delay our ramp up of production capacity, prevent us from producing significant quantities of
isobutanol, significantly increase our cost to produce isobutanol, or cause us to switch to producing ethanol or produce both products simultaneously, which
could have a material adverse effect on our business, financial condition and results of operations.
Some of our Retrofits, including the Retrofit of the Luverne Facility, may include additional equipment that we believe will allow us to switch between
ethanol and isobutanol production, or produce both products simultaneously, but we cannot guarantee that we will be successful in switching between
isobutanol and ethanol production, or producing both products simultaneously, in a timely or efficient manner at these facilities.
In July 2014, we began more consistent co-production of isobutanol and ethanol at our Luverne Facility with one fermenter utilized for isobutanol
production and three fermenters utilized for ethanol production. We believe that the capability to switch between ethanol and isobutanol production, or
produce both products simultaneously (as evidenced by our Luverne Facility) will, subject to regulatory factors and depending on market conditions, mitigate
certain significant risks associated with startup operations for isobutanol production, but there can be no assurance that we will be able to revert to ethanol
production, or produce both products
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simultaneously at future plants, or that it will make sense, based on the then-current economic conditions for the production of ethanol, to do so. Even if we
are able to revert to ethanol production, or produce both products simultaneously at certain facilities, those facilities may produce ethanol less efficiently or in
lower volumes than they did prior to the Retrofit and such ethanol production may not generate positive economic returns. If we are unable to produce
isobutanol at the volumes, rates and costs that we expect and are unable to revert to ethanol production at full capacity, or produce both products
simultaneously, we would be unable to match the facility’s historical economic performance and our business, financial condition and results of operations
would be materially adversely affected.
Fluctuations in the price of corn and other feedstocks may affect our cost structure.
Our approach to the biofuels and chemicals markets will be dependent on the price of corn and other feedstocks that will be used to produce ethanol
and isobutanol. A decrease in the availability of plant feedstocks or an increase in the price may have a material adverse effect on our financial condition and
operating results. At certain levels, prices may make these products uneconomical to use and produce, as we may be unable to pass the full amount of
feedstock cost increases on to our customers.
The price and availability of corn and other plant feedstocks may be influenced by general economic, market and regulatory factors. These factors
include weather conditions, farming decisions, government policies and subsidies with respect to agriculture and international trade, and global demand and
supply. For example, corn prices may increase significantly in response to drought conditions in the Midwestern region of the U.S. and any resulting decrease
in the supply of corn could lead to the restriction of corn supplies, which in turn could cause further increases in the price of corn. The significance and
relative impact of these factors on the price of plant feedstocks is difficult to predict, especially without knowing what types of plant feedstock materials we
may need to use.
Fluctuations in the price and availability of natural gas may harm our performance.
The ethanol facilities that we have Retrofitted or plan to Retrofit to produce isobutanol use significant amounts of natural gas to produce ethanol. After
Retrofit with our GIFT ™ technology, these facilities will continue to require natural gas to produce isobutanol and/or ethanol. Accordingly, our business is
dependent upon natural gas supplied by third parties. The prices for and availability of natural gas are subject to volatile market conditions. These market
conditions are affected by factors beyond our control, such as weather conditions, overall economic conditions and governmental regulations. Should the
price of natural gas increase, our performance could suffer. Likewise, disruptions in the supply of natural gas could have a material impact on our business
and results of operations.
Fluctuations in petroleum prices and customer demand patterns may reduce demand for biofuels and bio-based chemicals.
We anticipate marketing our biofuel as an alternative to petroleum-based fuels. Therefore, if the price of oil falls, any revenues that we generate from
biofuel products could decline, and we may be unable to produce products that are a commercially viable alternative to petroleum-based fuels. Additionally,
demand for liquid transportation fuels, including biofuels, may decrease due to economic conditions or otherwise. We will encounter similar risks in the
chemicals industry, where declines in the price of oil may make petroleum-based hydrocarbons less expensive, which could reduce the competitiveness of our
bio-based alternatives.
Changes in the prices of distiller’s grains and iDGs™ could have a material adverse effect on our financial condition.
We sell distiller’s grains as a co-product from the production of ethanol at the Luverne Facility during any period in which the production of isobutanol
is temporarily paused and our management decides that the Luverne Facility will be temporarily reverted to ethanol production, or during periods in which we
produce both isobutanol and ethanol simultaneously. We may also sell distiller’s grains produced by other ethanol facilities that we acquire, enter into a joint
venture or tolling arrangement with, or license to in the future. We also sell the iDGs™ that are produced as a co-product of our commercial isobutanol
production. Distiller’s grains and iDGs™ compete with other animal feed products, and decreases in the prices of these other products could decrease the
demand for and price of distiller’s grains and iDGs™. Additionally, we have produced limited quantities of commercial iDGs™ and, as such, there is a risk
that our iDGs™ may not meet market requirements. If the price of distiller’s grains and iDGs™ decreases or our iDGs™ do not meet market requirements,
our revenue from the sale of distiller’s grains and future revenue from the sale of iDGs™ could suffer, which could have a material adverse effect on our
financial condition.
To the extent that we produce ethanol before commencing isobutanol production, or during periods in which we make the strategic decision to revert to
ethanol production, or produce both products simultaneously, we will be vulnerable to fluctuations in the price of and cost to produce ethanol.
We believe that, like the Luverne Facility, the other third-party ethanol production facilities we access can continue to produce ethanol during most of
the Retrofit process. In certain cases, we may obtain income from this ethanol production. Further, we have
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designed our isobutanol production technology (including the Retrofit of the Luverne Facility) to allow us to revert to ethanol production at certain facilities,
or produce both products simultaneously, when the economic conditions for ethanol production make such production desirable. Our earnings from ethanol
revenue will be dependent on the price of, demand for and cost to produce ethanol. Decreases in the price of ethanol, whether caused by decreases in gasoline
prices, changes in regulations, seasonal fluctuations or otherwise, will reduce our revenues, while increases in the cost of production will reduce our margins.
To the extent that ethanol production costs increase or price decreases, earnings from ethanol production could suffer, which could have a material adverse
effect on our business.
Sustained narrow commodity margins may cause us to operate at a loss or to reduce or suspend production of ethanol and/or isobutanol at the Luverne
Facility, and we may or may not be able to recommence production when margins improve.
Our results from operations will be substantially dependent on commodity prices. Many of the risks associated with volatile commodity prices,
including fluctuations in feedstock costs and natural gas costs, apply both to the production of ethanol and isobutanol. Sustained unfavorable commodity
prices may cause our combined revenues from sales of ethanol, isobutanol and related co-products to decline below our marginal cost of production. As
market conditions change, our management may decide to reduce or suspend production of ethanol and/or isobutanol at the Luverne Facility.
The decision to reduce or suspend production at a facility may create additional costs related to continued maintenance, termination of staff, certain
unavoidable fixed costs, termination of customer contracts and increased costs to increase or recommence production in the future. These costs may make it
difficult or impractical to increase or recommence production of ethanol and/or isobutanol at the Luverne Facility even if margins improve. In addition, any
reduction or suspension of the production of ethanol and/or isobutanol at the Luverne Facility may slow or stop our commercialization process, which could
have a material adverse effect on our business, financial condition and results of operations.
We may not be successful in the development of individual steps in, or an integrated process for, the production of commercial quantities of isobutanol
from plant feedstocks in a timely or economic manner, or at all.
As of the date of this filing, we have produced only limited quantities of isobutanol at commercial scale and we may not be successful in increasing
our production from these limited production levels. The production of isobutanol requires multiple integrated steps, including:
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obtaining the plant feedstocks;
treatment with enzymes to produce fermentable sugars;
fermentation by organisms to produce isobutanol from the fermentable sugars;
distillation of the isobutanol to concentrate and separate it from other materials;
purification of the isobutanol; and
storage and distribution of the isobutanol.
Our future success depends on our ability to produce commercial quantities of isobutanol in a timely and economic manner. While we have produced
isobutanol using our biocatalysts at the Luverne Facility in commercial-scale fermenters, our biocatalysts have not yet produced isobutanol at fully optimized
levels at a commercial facility. The risk of contamination and other problems rises as we increase the scale of our isobutanol production. If we are unable to
successfully manage these risks, we may encounter difficulties in achieving our target isobutanol production yield, rate, concentration or purity at a
commercial scale, which could delay or increase the costs involved in commercializing our isobutanol production. In addition, we have limited experience
sourcing large quantities of feedstocks and in storing and/or distributing significant volumes of isobutanol. The technological and logistical challenges
associated with each of the processes involved in production, sale and distribution of isobutanol are extraordinary, and we may not be able to resolve any
difficulties that arise in a timely or cost effective manner, or at all. Even if we are successful in developing an economical process for converting first
generation carbohydrate feedstocks such as corn and sugar cane into commercial quantities of isobutanol, we may not be able to adapt such process to other
biomass raw materials, including cellulosic biomass.
Prior to commencement of the Luverne Facility Retrofit, we had never built (through Retrofit or otherwise) or operated a commercial isobutanol
facility. We believe that we understand the engineering and process characteristics necessary to successfully scale up to larger facilities, and we expect to
incur additional capital expenditures to increase isobutanol production levels at the Luverne Facility, but these assumptions may prove to be incorrect.
Accordingly, we cannot be certain that we can consistently produce isobutanol in an economical manner in commercial quantities. If our costs to build large-
scale commercial isobutanol facilities are significantly higher than we expect or if we fail to consistently produce isobutanol economically on a commercial
scale or in
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commercial volumes, our commercialization of isobutanol and our business, financial condition and results of operations will be materially adversely
affected.
We have entered into a licensing agreement with Porta Hnos S.A. (“Porta”) to Retrofit their facility in Argentina, and the production of isobutanol at the
Porta facility could be delayed and, as a result, any royalties or other revenues expected to be derived from the licensing agreement may be delayed.
In January 2016, we entered into a license agreement and joint development agreement with Porta to construct multiple isobutanol plants in Argentina
using corn as a feedstock, the first of which is expected to be wholly owned by Porta (the “Porta Facility”). The plant is expected to have a production
capacity of up to five million gallons of isobutanol per year. Once the plant is operational, Gevo expects to generate revenues from this licensing arrangement,
through royalties, sales and marketing fees, and other revenue streams such as yeast sales. The agreements also contemplate Porta constructing at least three
additional isobutanol plants for certain of their existing ethanol plant customers. For these projects, Gevo would be the direct licensor of its technology and
the marketer for any isobutanol produced, and would expect to receive all royalties and sales and marketing fees generated from these projects. Porta would
provide the engineering, procurement and construction (“EPC”) services for the projects. The production capacity of these additional plants is still to be
determined.
Although we will be able to apply our experience from the Retrofit of the Luverne Facility, no two ethanol facilities are exactly alike, and each Retrofit
or construction project will require individualized engineering and design work. Unexpected difficulties unique to the Porta Facility may cause delays in
commencing production, and there is no guarantee that we will be successful in properly completing the project. Any such unexpected difficulties could delay
or limit the revenues that we are able to derive from the licensing arrangement with Porta. Moreover, there can be no assurances that the Retrofit of the Porta
facility will ever be completed or Porta will construct other isobutanol plants as contemplated. If the Porta Facility project is not completed or if Porta does
not construct additional isobutanol facilities, Gevo will not generate any revenue. In addition, if Porta experiences delays or is unsuccessful in completing the
Porta Facility project, this may limit Gevo’s ability to license its technology to others, which could reduce the scope of Gevo’s business plan and have a
material adverse effect on Gevo’s results of operations. In addition, if we experience delays or are unsuccessful in completing the Porta Facility project, this
may limit our ability to license our technology to others, which could reduce the scope of our business plan and have a material adverse effect on our results
of operations.
Our development strategy relies on our relationships with partners such as Praj Industries Limited (“Praj”) and Porta.
In November 2015, we entered into a joint development agreement and a development license agreementwith Praj with the goal for Praj to adapt our
isobutanol technology to using non-corn based sugars and lignocellulose feedstocks. Praj is one of the leading suppliers of EPC services to the ethanol
industry globally, having provided such services to approximately 350 ethanol plants across 65 countries. As a result, we believe that our alliance with Praj
will allow us to more quickly achieve commercial-scale production of isobutanol derived from feedstock outside of the U.S. Porta is a leading supplier of
EPC services to the ethanol industry in South America. As a result, we believe that our alliance with Porta will allow us to more quickly achieve commercial-
scale production of isobutanol in Argentina and potentially elsewhere in South America. However, Praj and Porta may fail to fulfill their obligations to us
under our agreements with them such as failing to meet milestones associated with our joint development agreement. If Praj and Porta fail to fulfill their
obligations to us under our agreements, our ability to realize continued development and commercial benefits from our alliance could be affected and our
business and prospects could be harmed.
In addition, we may be unable to secure other partners beyond Praj and Porta to assist us in developing commercial isobutanol projects globally. If we
are unable to secure such additional partnerships, our business and prospects could be harmed.
We may not be able to successfully identify and acquire access to additional ethanol production facilities suitable for efficient Retrofitting, or acquire
access to sufficient capacity to be commercially viable or meet customer demand.
Our strategy currently includes accessing and Retrofitting, either independently or with potential development partners or licensees, existing ethanol
facilities for the production of large quantities of isobutanol for commercial distribution and sale. In addition to the Luverne Facility, we have signed licensing
agreements with Porta and Praj. However, we may not find future development partners with whom we can implement this growth strategy, and we may not
be able to identify facilities suitable for joint venture, acquisition, lease or license.
Even if we successfully identify a facility suitable for efficient Retrofitting, we may not be able to acquire access to such facility in a timely manner, if
at all. The owners of the ethanol facility may reach an agreement with another party, refuse to consider a joint venture, acquisition, lease or license, or demand
more or different consideration than we are willing to provide. In particular, if the profitability of ethanol production increases, plant owners may be less
likely to consider modifying their production, and thus may be less willing to negotiate with us or agree to allow us to Retrofit their facilities for isobutanol
production. We may also find that it is necessary to offer special terms, incentives and/or rebates to owners of ethanol facilities that allow us to access and
Retrofit their
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facilities while our production technology is being proven on a commercial scale. Even if the owners of a facility are interested in reaching an agreement that
grants us access to the plant, negotiations may take longer or cost more than we expect, and we may never achieve a final agreement. Further, our ability to
raise additional funds will be subject to certain limitations in the agreements governing our indebtedness, including our secured indebtedness with Whitebox,
and we may not be able to raise capital on acceptable terms, or at all, to finance our joint venture, acquisition, participation or lease of facilities.
Even if we are able to access and Retrofit several facilities, we may fail to access enough capacity to be commercially viable or meet the volume
demands or minimum requirements of our customers, including pursuant to definitive supply or distribution agreements that we may enter into, which may
subject us to monetary damages. Failure to acquire access to sufficient capacity in a timely manner and on favorable terms may slow or stop our
commercialization process, which could have a material adverse effect on our business, financial condition and results of operations.
Once we acquire access to ethanol facilities, we may be unable to successfully Retrofit them to produce isobutanol, or we may not be able to Retrofit them
in a timely and cost-effective manner.
For each ethanol production facility to which we acquire access, we will be required to obtain numerous regulatory approvals and permits to Retrofit
and operate the facility. In the U.S., these include such items as a modification to the air permit, fuel registration with the EPA, ethanol excise tax registration
and others. These requirements may not be satisfied in a timely manner, or at all. Later-enacted federal and state governmental requirements may also
substantially increase our costs or delay or prevent the completion of a Retrofit, which could have a material adverse effect on our business, financial
condition and results of operations.
No two ethanol facilities are exactly alike, and each Retrofit will require individualized engineering and design work. There is no guarantee that we or
any contractor we retain will be able to successfully design a commercially viable Retrofit, or properly complete the Retrofit once the engineering plans are
completed. Prior to commencement of the Luverne Facility Retrofit, we had never built, via Retrofit or otherwise, a full-scale commercial isobutanol facility.
Despite our experience with the Retrofit of the Luverne Facility, our estimates of the capital costs that we will need to incur to Retrofit a commercial-scale
ethanol facility may prove to be inaccurate, and each Retrofit may cost materially more to engineer and build than we currently anticipate. For example, our
estimates assume that each plant we Retrofit will be performing at full production capacity, and we may need to expend substantial sums to repair or modify
underperforming facilities prior to Retrofit.
Furthermore, the Retrofit of acquired facilities will be subject to the risks inherent in the build-out of any manufacturing facility, including risks of
delays and cost overruns as a result of factors that may be out of our control, such as delays in the delivery of equipment and subsystems or the failure of such
equipment to perform as expected once delivered. In addition, we will depend on third-party relationships in expanding our isobutanol production capacity
and such third parties may not fulfill their obligations to us under our arrangements with them. Delays, cost overruns or failures in the Retrofit process will
slow our commercial production of isobutanol and harm our performance.
Though our Retrofit design for certain facilities will include the capability to switch between isobutanol and ethanol production, or produce both
products simultaneously (as demonstrated by our Luverne Facility), we may be unable to successfully revert to ethanol production, or produce both products
simultaneously at certain facilities, or such facilities may produce ethanol less efficiently or in lower volumes than they did before the Retrofit. In addition,
we may be unable to secure the necessary regulatory approvals and permits to switch between isobutanol and ethanol production, or produce both products
simultaneously, in a timely manner, or at all. Thus, if we fail to achieve commercial levels of isobutanol production at a Retrofitted facility, we may be unable
to rely on ethanol production as an alternative or additional revenue source, which could have a material adverse effect on our prospects.
Our facilities and process may fail to produce isobutanol at the volumes, rates and costs we expect.
Some or all of the facilities we choose to Retrofit may be in locations distant from corn or other feedstock sources, which could increase our feedstock
costs or prevent us from acquiring sufficient feedstock volumes for commercial production. General market conditions might also cause increases in
feedstock prices, which could likewise increase our production costs.
Even if we secure access to sufficient volumes of feedstock, the facilities we Retrofit for isobutanol production may fail to perform as expected. The
equipment and subsystems installed during the Retrofit may never operate as planned. Our systems may prove incompatible with the original facility, or
require additional modification after installation. Our biocatalyst may perform less efficiently than it did in testing, if at all. Contamination of plant equipment
may require us to replace our biocatalyst more often than expected, require unplanned installation or replacement of equipment, or cause our fermentation
process to yield undesired or harmful by-products. Likewise, our feedstock may contain contaminants like wild yeast, which naturally ferments feedstock into
ethanol. The presence of contaminants, such as wild yeast, in our feedstock could reduce the purity of the isobutanol that we produce and require us to invest
in more costly isobutanol separation processes or equipment. Unexpected problems may force us to cease or delay production and the time and costs involved
with such delays may prove prohibitive. Any or all of these risks could prevent us from achieving the
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production throughput and yields necessary to achieve our target annualized production run rates and/or to meet the volume demands or minimum
requirements of our customers, including pursuant to definitive supply or distribution agreements that we may enter into, which may subject us to monetary
damages. Failure to achieve these rates or meet these minimum requirements, or achieving them only after significant additional expenditures, could
substantially harm our commercial performance.
We may be unable to produce isobutanol, ATJ or other products in accordance with customer specifications.
Even if we produce isobutanol, ATL or other products at our targeted rates, we may be unable to produce these products to meet customer
specifications, including those defined in ASTM D7862 “Standard Specification for Butanol for Blending with Gasoline for Use as Automotive Spark-
Ignition Engine Fuel’ or ASTM D7566 “Standard Specifications for Aviation Turbine Fuel Containing Synthesized Hydrocarbons”. We may need to add
additional processing steps or incur capital expenditures in order to meet customer specifications which could add significant costs to our production process.
For example, at the Luverne Facility we intend to acquire and install a product purification column, which we believe will allow us to achieve our target
customers’ product specifications without continuing to rely on third-party contract tolling providers. If we fail to meet specific product or volume
specifications contained in a supply agreement, the customer may have the right to seek an alternate supply of isobutanol and/or terminate the agreement
completely, and we could be required to pay shortfall fees or otherwise be subject to damages. A failure to successfully meet the specifications of our
potential customers could decrease demand, and significantly hinder market adoption of our products.
We lack significant experience operating commercial-scale ethanol and isobutanol facilities, and may encounter substantial difficulties operating
commercial plants or expanding our business.
We have very limited experience operating commercial-scale ethanol and isobutanol facilities. Accordingly, we may encounter significant difficulties
operating at a commercial scale. We believe that our future facilities will, like the Luverne Facility, be able to continue producing ethanol during much of the
Retrofit process. We will need to successfully administer and manage this production. Although Porta and the employees at the Luverne facility are
experienced in the operation of ethanol facilities, and our future development partners or the entities that we acquire may likewise have such experience, we
may be unable to manage ethanol-producing operations, especially given the possible complications associated with a simultaneous Retrofit. Once we
complete a commercial Retrofit, operational difficulties may increase, because neither we nor anyone else has significant experience operating a pure
isobutanol fermentation facility at a commercial scale. The skills and knowledge gained in operating commercial ethanol facilities or small-scale isobutanol
plants may prove insufficient for successful operation of a large-scale isobutanol facility, and we may be required to expend significant time and money to
develop our capabilities in isobutanol facility operation. We may also need to hire new employees or contract with third parties to help manage our operations,
and our performance will suffer if we are unable to hire qualified parties or if they perform poorly.
We may face additional operational difficulties as we further expand our production capacity. Integrating new facilities with our existing operations
may prove difficult. Rapid growth, resulting from our operation of, or other involvement with, isobutanol facilities or otherwise, may impose a significant
burden on our administrative and operational resources. To effectively manage our growth and execute our expansion plans, we will need to expand our
administrative and operational resources substantially and attract, train, manage and retain qualified management, technicians and other personnel. We may be
unable to do so. Failure to meet the operational challenges of developing and managing increased production of isobutanol and/or ethanol, or failure to
otherwise manage our growth, may have a material adverse effect on our business, financial condition and results of operations.
We may have difficulty adapting our technology to commercial-scale fermentation, which could delay or prevent our commercialization of isobutanol.
While we have demonstrated the ability to produce isobutanol under the demonstration plant operating conditions and under commercial scale
operating conditions at the Luverne Facility, and we have succeeded in reaching our commercial fermentation performance targets for isobutanol
concentration, fermentation productivity and isobutanol yield in laboratory tests, we have not yet reached all performance targets in a commercial plant
environment. Ultimately, our yeast biocatalyst may not be able to meet the commercial performance targets in a timely manner, or ever. In addition, the risk of
contamination and other problems may increase as we seek to ramp up our production capacity, which could negatively impact our cost of production or
require additional capital expenditures to solve for these problems. If we encounter difficulties in optimizing our production, our commercialization of
isobutanol and our business, financial condition and results of operations will be materially adversely affected.
We may have difficulties gaining market acceptance and successfully marketing our isobutanol and other hydrocarbon products to customers, including
chemical producers, fuel distributors and refiners.
A key component of our business strategy is to market our isobutanol and other hydrocarbon products to chemical producers, fuels distributors,
refiners and other fuel and chemical industry market participants. We have no experience marketing isobutanol on a commercial scale and we may fail to
successfully negotiate marketing agreements in a timely manner or on favorable terms. If we fail
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to successfully market our isobutanol to refiners, fuels distributors, chemical producers and others, our business, financial condition and results of operations
will be materially adversely affected.
We also intend to market our isobutanol to chemical producers for use in making various chemicals such as isobutylene, a type of butene that can be
produced through the dehydration of isobutanol. Although a significant market currently exists for isobutylene produced from petroleum, which is widely
used in the production of plastics, specialty chemicals, alkylate for gasoline blending and high octane aviation gasoline, no one has successfully created
isobutylene on a commercial scale from bio-isobutanol. Therefore, to gain market acceptance and successfully market our isobutanol to chemical producers,
we must show that our isobutanol can be converted into isobutylene at a commercial scale. As no company currently dehydrates commercial volumes of
isobutanol into isobutylene, we must demonstrate the large-scale feasibility of the process and potentially reach agreements with companies that are willing to
invest in the necessary dehydration infrastructure. Failure to reach favorable agreements with these companies, or the inability of their plants to convert
isobutanol into isobutylene at sufficient scale, may slow our development in the chemicals market and could significantly affect our profitability.
Obtaining market acceptance in the chemicals industry is complicated by the fact that many potential chemicals industry customers have invested
substantial amounts of time and money in developing petroleum-based production channels. These potential customers generally have well-developed
manufacturing processes and arrangements with suppliers of chemical components, and may display substantial resistance to changing these processes. Pre-
existing contractual commitments, unwillingness to invest in new infrastructure, distrust of new production methods and lengthy relationships with current
suppliers may all slow market acceptance of isobutanol.
A very limited market currently exists for isobutanol as a fuel or as a gasoline blendstock. Therefore, to gain market acceptance and successfully
market our isobutanol to fuels distributors and refiners, we must effectively demonstrate the commercial advantages of using isobutanol over other biofuels
and blendstocks, as well as our ability to produce isobutanol reliably on a commercial scale at a sufficiently low cost. We must show that isobutanol is
compatible with existing infrastructure and does not damage pipes, engines, storage facilities or pumps. We must also overcome marketing and lobbying
efforts by producers of other biofuels and blendstocks, including ethanol, many of whom may have greater resources than we do. If the markets for isobutanol
as a fuel or as a gasoline blendstock do not develop as we currently anticipate, or if we are unable to penetrate these markets successfully, our revenue and
growth rate could be materially and adversely affected.
We believe that consumer demand for environmentally sensitive products will drive demand among large brand owners for isobutanol and renewable
hydrocarbon sources. One of our marketing strategies is to leverage this demand to obtain commitments from large brand owners to purchase products made
from our isobutanol by third parties. We believe these commitments will, in turn, promote chemicals industry demand for our isobutanol and hydrocarbon
products. If consumer demand for environmentally sensitive products fails to develop at sufficient scale or if such demand fails to drive large brand owners to
seek sources of renewable isobutanol or hydrocarbons, our revenue and growth rate could be materially and adversely affected.
We may have difficulties scaling up our hydrocarbon technology, and, as such, we may be unable to produce commercial quantities of our hydrocarbons,
and any such production may be more costly than we anticipate
We have developed a hydrocarbon processing demonstration plant (“Hydrocarbons Demo Plant”) in Silsbee, Texas, in partnership with South
Hampton Resources, Inc. The Hydrocarbon Demo Plant can process approximately 6,000 to 7,000 gallons of our isobutanol per month into a variety of
renewable hydrocarbons for use as fuels and chemicals. We have demonstrated the ability to convert our isobutanol at this level into products such as ATJ,
isooctane, isooctene and par-xylene.
The production and sale of commercial volumes of hydrocarbons such as ATJ, isooctane and isooctene, produced from our isobutanol is anticipated to
be an important part of our future business plans. However, we may encounter challenges in scaling up our process to convert isobutanol into hydrocarbon
products successfully. In addition, the cost to construct commercial hydrocarbons facilities or the production costs associated with the operation of such
facilities may be higher than we project. If we encounter such difficulties, this may significantly impact the development of the markets for our hydrocarbon
products and could significantly affect our profitability.
We may be reliant on Butamax to develop certain markets for isobutanol.
As part of the License Agreement entered into with Butamax, it was agreed that Butamax would take the lead in developing the markets for on-road
gasoline blendstocks. This would entail progressing the required approvals for these markets, as well as managing the marketing and distribution of our
isobutanol and our potential licensee’s isobutanol in these markets beyond certain minimum volumes. If Butamax is unable to obtain the necessary approvals
to sell isobutanol into the on-road gasoline blendstock markets, or if it is unsuccessful in building market demand for isobutanol as an on-road gasoline
blendstock, our revenue and growth rate could be materially and adversely affected.
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We may be required to pay Butamax royalties for selling isobutanol into certain markets, which could hinder our ability to competitively sell our
isobutanol into those markets.
As part of the License Agreement entered into with Butamax, it was agreed that we, and our potential licensees, may be required to pay Butamax
royalties for selling isobutanol into the on-road gasoline blendstock markets and the chemical isobutylene applications markets beyond certain minimum
volumes. The addition of these royalties may make our isobutanol uncompetitive from a price perspective, which may hinder our ability to sell into these
markets. If this is the case, our revenue and growth rate could be materially and adversely affected.
Even if we are successful in consistently producing isobutanol and our hydrocarbon products on a commercial scale, we may not be successful in
negotiating sufficient supply agreements for our production.
We expect that many of our customers will be large companies with extensive experience operating in the fuels or chemicals markets. As an early
stage company, we lack commercial operating experience, and may face difficulties in developing marketing expertise in these fields. Our business model
relies upon our ability to successfully negotiate and structure long-term supply agreements for the isobutanol and other products we produce. Certain
agreements with existing and potential customers may initially only provide for the purchase of limited quantities from us. For example, our agreement with
Alaska Airlines entered into in May 2015 provides for the initial purchase of a limited quantity of our ATJ fuel, and does not obligate Alaska Airlines to
purchase any additional quantity of jet fuel in addition to the amount to be initially purchased. Our ability to increase our sales will depend in large part upon
our ability to expand these existing customer relationships into long-term supply agreements. Maintaining and expanding our existing relationships and
establishing new ones can require substantial investment without any assurance from customers that they will place significant orders. In addition, many of
our potential customers may be more experienced in these matters than we are, and we may fail to successfully negotiate these agreements in a timely manner
or on favorable terms which, in turn, may force us to slow our production, delay our acquiring and Retrofitting of additional plants, dedicate additional
resources to increasing our storage capacity and/or dedicate resources to sales in spot markets. Furthermore, should we become more dependent on spot
market sales, our profitability will become increasingly vulnerable to short-term fluctuations in the price and demand for petroleum-based fuels and
competing substitutes.
Even if we are successful in consistently producing isobutanol and our hydrocarbon products on a commercial scale, we may not be successful in
negotiating pricing terms sufficient to generate positive results from operations at the Luverne Facility.
We expect that many of our customers will be large companies with extensive experience operating in the fuels or chemicals markets. As an early
stage company, we lack commercial operating experience, and may face difficulties in developing marketing expertise in these fields. Our business model
relies upon our ability to negotiate pricing terms for the isobutanol and other products we produce that generate positive results from the operations of the
Luverne Facility. Many of our potential customers may be more experienced in these matters than we are. We may fail to negotiate these agreements in a
timely manner, which may force us to dedicate resources to sales in spot markets. If we become more dependent on spot market sales our profitability will
become increasingly vulnerable to short-term fluctuations in the price and demand for our products.
Our isobutanol may be less compatible with existing refining and transportation infrastructure than we believe, which may hinder our ability to market
our product on a large scale.
We developed our business model based on our belief that our isobutanol is fully compatible with existing refinery infrastructure. For example, when
making isobutanol blends, we believe that gasoline refineries will be able to pump our isobutanol through their pipes and blend it in their existing facilities
without damaging their equipment. If our isobutanol proves unsuitable for such handling, it will be more expensive for refiners to use our isobutanol than we
anticipate, and they may be less willing to adopt it as a gasoline blendstock, forcing us to seek alternative purchasers.
Likewise, our plans for marketing our isobutanol are based upon our belief that it will be compatible with the pipes, tanks and other infrastructure
currently used for transporting, storing and distributing gasoline. If our isobutanol or products incorporating our isobutanol cannot be transported with this
equipment, we will be forced to seek alternative transportation arrangements, which will make our isobutanol and products produced from our isobutanol
more expensive to transport and less appealing to potential customers. Reduced compatibility with either refinery or transportation infrastructure may slow or
prevent market adoption of our isobutanol, which could substantially harm our performance.
A sustained low oil price environment may negatively impact the price we receive for the sale of our isobutanol, ethanol and hydrocarbon products.
Many of our end-products such as isobutanol, ethanol and hydrocarbon products have some level of price correlation with crude oil. If crude oil prices
were to remain at low levels over a sustained period of time, this may have an impact on the pricing that we are
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able to achieve in the marketplace for many of those end-products. This may cause us to operate at a lower, or negative, operating margins and, as a result, our
management may decide to reduce or suspend production of ethanol and/or isobutanol at the Luverne Facility. Unfavorable operating margins may also
impact our ability to access and Retrofit, either independently or with potential development partners or licensees, existing ethanol facilities for the production
of isobutanol for commercial distribution and sale.
If we engage in additional acquisitions, we will incur a variety of costs and may potentially face numerous risks that could adversely affect our business
and operations.
If appropriate opportunities become available, we may acquire businesses, assets, technologies or products to enhance our business in the future. In
connection with any future acquisitions, we could, subject to certain limitations in the agreements governing our indebtedness, including our secured
indebtedness with Whitebox:
●
●
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issue additional equity securities which would dilute our current stockholders;
incur substantial debt to fund the acquisitions; or
assume significant liabilities.
Acquisitions involve numerous risks, including problems integrating the purchased operations, technologies or products, unanticipated costs and other
liabilities, diversion of management’s attention from our core business, adverse effects on existing business relationships with current and/or prospective
partners, customers and/or suppliers, risks associated with entering markets in which we have no or limited prior experience and potential loss of key
employees. Other than our acquisition of Luverne, we have not engaged in acquisitions in the past, and do not have experience in managing the integration
process. Therefore, we may not be able to successfully integrate any businesses, assets, products, technologies or personnel that we might acquire in the
future without a significant expenditure of operating, financial and management resources, if at all. The integration process could divert management time
from focusing on operating our business, result in a decline in employee morale and cause retention issues to arise from changes in compensation, reporting
relationships, future prospects or the direction of the business. In addition, we may acquire companies that have insufficient internal financial controls, which
could impair our ability to integrate the acquired company and adversely impact our financial reporting. If we fail in our integration efforts with respect to
acquisitions and are unable to efficiently operate as a combined organization, our business, financial condition and results of operations may be materially
adversely affected.
If we engage in additional joint ventures, we will incur a variety of costs and may potentially face numerous risks that could adversely affect our business
and operations.
If appropriate opportunities become available, we may enter into joint ventures with the owners of existing ethanol production facilities in order to
acquire access to additional isobutanol production capacity. We currently anticipate that in each such joint venture, the ethanol producer would contribute
access to its existing ethanol production facility and we would be responsible for Retrofitting such facility to produce isobutanol. Upon completion of the
Retrofit, and in some cases the attainment of certain performance targets, both parties to the joint venture would receive a portion of the profits from the sale
of isobutanol, consistent with our business model. In connection with these joint ventures, we could incur substantial debt to fund the Retrofit of the accessed
facilities and we could assume significant liabilities.
Realizing the anticipated benefits of joint ventures, including projected increases to production capacity and additional revenue opportunities, involves
a number of potential challenges. The failure to meet these challenges could seriously harm our financial condition and results of operations. Joint ventures
are complex and time-consuming and we may encounter unexpected difficulties or incur unexpected costs related to such arrangements, including:
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difficulties negotiating joint venture agreements with favorable terms and establishing relevant performance metrics;
difficulties completing the Retrofits of the accessed facilities using our integrated fermentation technology;
the inability to meet applicable performance targets related to the production of isobutanol;
difficulties obtaining the permits and approvals required to produce and sell our products in different geographic areas;
complexities associated with managing the geographic separation of accessed facilities;
diversion of management attention from ongoing business concerns to matters related to the joint ventures;
difficulties maintaining effective relationships with personnel from different corporate cultures; and
the inability to generate sufficient revenue to offset Retrofit costs.
Additionally, our joint venture partners may have liabilities or adverse operating issues that we fail to discover through due diligence prior to entering
into the joint ventures. In particular, to the extent that our joint venture partners failed to comply with or
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otherwise violated applicable laws or regulations, or failed to fulfill their contractual obligations, we may suffer financial harm and/or reputational harm for
these violations or otherwise be adversely affected.
Our joint venture partners may have significant amounts of existing debt and may not be able to service their existing debt obligations, which could
cause the failure of a specific project and the loss by us of any investment we have made to Retrofit the facilities owned by the joint venture partner. In
addition, if we are unable to meet specified performance targets related to the production of isobutanol at a facility owned by one of our joint venture partners,
we may never become eligible to receive a portion of the profits of the joint venture and may be unable to recover the costs of Retrofitting the facility.
Additionally, we plan to be a leading marketer for all isobutanol and co-products produced using our proprietary technology and sold in markets other
than on-road gasoline blendstocks including, without limitation, all isobutanol that is produced by any facilities that we access via joint venture. Marketing
agreements can be very complex and the obligations that we assume as a leading marketer of isobutanol may be time consuming. We have no experience
marketing isobutanol on a commercial scale and we may fail to successfully negotiate marketing agreements in a timely manner or on favorable terms. If we
fail to successfully market the isobutanol produced using our proprietary technology to refiners and chemical producers, our business, financial condition and
results of operations will be materially adversely affected.
If we lose key personnel, including key management personnel, or are unable to attract and retain additional personnel, it could delay our product
development programs and harm our research and development efforts, make it more difficult to pursue partnerships or develop our own products or
otherwise have a material adverse effect on our business.
Our business is complex and we intend to target a variety of markets. Therefore, it is critical that our management team and employee workforce are
knowledgeable in the areas in which we operate. The loss of any key members of our management, including our named executive officers, or the failure to
attract or retain other key employees who possess the requisite expertise for the conduct of our business, could prevent us from developing and
commercializing our products for our target markets and entering into partnerships or licensing arrangements to execute our business strategy. In addition, the
loss of any key scientific staff, or the failure to attract or retain other key scientific employees, could prevent us from developing and commercializing our
products for our target markets and entering into partnerships or licensing arrangements to execute our business strategy. We may not be able to attract or
retain qualified employees in the future due to the intense competition for qualified personnel among biotechnology and other technology-based businesses,
particularly in the advanced biofuels area, or due to the limited availability of personnel with the qualifications or experience necessary for our renewable
chemicals and advanced biofuels business. If we are not able to attract and retain the necessary personnel to accomplish our business objectives, we may
experience staffing constraints that will adversely affect our ability to meet the demands of our partners and customers in a timely fashion or to support our
internal research and development programs. In particular, our product and process development programs are dependent on our ability to attract and retain
highly skilled scientists. Competition for experienced scientists and other technical personnel from numerous companies and academic and other research
institutions may limit our ability to do so on acceptable terms. All of our employees are at-will employees, meaning that either the employee or we may
terminate their employment at any time.
Our planned activities will require additional expertise in specific industries and areas applicable to the products and processes developed through our
technology platform or acquired through strategic or other transactions, especially in the end markets that we seek to penetrate. These activities will require
the addition of new personnel, and the development of additional expertise by existing personnel. The inability to attract personnel with appropriate skills or
to develop the necessary expertise could impair our ability to grow our business.
Our government grants are subject to uncertainty, which could harm our business and results of operations.
We have received various government grants, including a cooperative agreement, to complement and enhance our own resources. We may seek to
obtain government grants and subsidies in the future to offset all or a portion of the costs of Retrofitting existing ethanol manufacturing facilities and the costs
of our research and development activities. We cannot be certain that we will be able to secure any such government grants or subsidies. Any new grants that
we may obtain may be terminated, modified or recovered by the granting governmental body under certain conditions.
We may also be subject to audits by government agencies as part of routine audits of our activities funded by our government grants. As part of an
audit, these agencies may review our performance, cost structures and compliance with applicable laws, regulations and standards. Funds available under
grants must be applied by us toward the research and development programs specified by the granting agencies, rather than for all of our programs generally.
If any of our costs are found to be allocated improperly, the costs may not be reimbursed and any costs already reimbursed may have to be refunded.
Accordingly, an audit could result in an adjustment to our revenues and results of operations.
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We may face substantial competition from companies with greater resources and financial strength which could adversely affect our performance and
growth.
We may face substantial competition in the markets for isobutanol, ethanol, polyester, rubber, plastics, fibers, other polymers and hydrocarbon fuels.
Our competitors include companies in the incumbent petroleum-based industry as well as those in the nascent biorenewable industry. The incumbent
petroleum-based industry benefits from a large established infrastructure, production capability and business relationships. The incumbents’ greater resources
and financial strength provide significant competitive advantages that we may not be able to overcome in a timely manner. Academic and government
institutions may also develop technologies which will compete with us in the chemicals, solvents and blendstock markets.
Our ability to compete successfully will depend on our ability to develop proprietary products that reach the market in a timely manner and are
technologically superior to and/or are less expensive than other products on the market. Many of our competitors have substantially greater production,
financial, research and development, personnel and marketing resources than we do. In addition, certain of our competitors may also benefit from local
government subsidies and other incentives that are not available to us. As a result, our competitors may be able to develop competing and/or superior
technologies and processes, and compete more aggressively and sustain that competition over a longer period of time than we could. Our technologies and
products may be rendered obsolete or uneconomical by technological advances or entirely different approaches developed by one or more of our competitors.
As more companies develop new intellectual property in our markets, the possibility of a competitor acquiring patent or other rights that may limit our
products or potential products increases, which could lead to litigation. Furthermore, to secure purchase agreements from certain customers, we may be
required to enter into exclusive supply contracts, which could limit our ability to further expand our sales to new customers. Likewise, major potential
customers may be locked into long-term, exclusive agreements with our competitors, which could inhibit our ability to compete for their business.
In addition, various governments have recently announced a number of spending programs focused on the development of clean technologies,
including alternatives to petroleum-based fuels and the reduction of carbon emissions. Such spending programs could lead to increased funding for our
competitors or a rapid increase in the number of competitors within those markets.
Our limited resources relative to many of our competitors may cause us to fail to anticipate or respond adequately to new developments and other
competitive pressures. This failure could reduce our competitiveness and market share, adversely affect our results of operations and financial position and
prevent us from obtaining or maintaining profitability.
Our future success will depend on our ability to maintain a competitive position with respect to technological advances.
The biorenewable industry is characterized by rapid technological change. Our future success will depend on our ability to maintain a competitive
position with respect to technological advances. Technological development by others may impact the competitiveness of our products in the marketplace.
Competitors and potential competitors who have greater resources and experience than we do may develop products and technologies that make ours obsolete
or may use their greater resources to gain market share at our expense.
We may face significant and substantial competition as it relates to our proprietary biofuels which could adversely affect our performance and growth.
In the production of isobutanol, we face competition from Butamax. Additionally, a number of companies including Cathay Industrial Biotech, Ltd.,
Green Biologics Ltd., METabolic Explorer, S.A. and Eastman Chemical Company (which acquired TetraVitae Bioscience, Inc. in November 2011) are
developing n-butanol production capability from a variety of renewable feedstocks.
In the ethanol market, we operate in a highly competitive industry in the U.S. According to the Renewable Fuels Association, there are over 200
ethanol facilities in the U.S. with an installed nameplate capacity of almost 15 billion gallons. Some of the key competitors in the U.S. include Archer-
Daniels-Midland Company, Green Plains, Inc., POET, LLC and Valero Energy Corporation. We also face competition from foreign producers of ethanol.
Brazil is believed to be the world’s second largest ethanol producing country. Many producers have much larger production capacities and operate at a lower
cost of production than we do. As a result, these companies may be able to compete more effectively in narrower commodity margin environments.
In the gasoline blendstock market, we will compete with our isobutanol against renewable ethanol producers (including those working to produce
ethanol from cellulosic feedstocks), producers of alkylate from petroleum and producers of other blendstocks, all of whom may reduce our ability to obtain
market share or maintain our price levels. If any of these competitors succeed in producing blendstocks more efficiently, in higher volumes or offering
superior performance than our isobutanol, our financial performance may suffer. Furthermore, if our competitors have more success marketing their products
or reach development or supply agreements with major customers, our competitive position may also be harmed.
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In the production of other biofuels, including our hydrocarbon products, key competitors include Shell Oil Company, BP, Neste Corporation, Altair
Engineering, Inc., Fulcrum Bioenergy, Inc., Red Rocks Biofuels LLC, POET, LLC, ICM, Inc., Mascoma Corporation, Inbicon A/S, INEOS New Planet
BioEnergy LLC, Archer Daniels Midland Company, BlueFire Renewables, Inc., Iogen Corporation, and many smaller startup companies. If these companies
are successful in establishing low cost cellulosic ethanol or other fuel production, it could negatively impact the market for our isobutanol as a gasoline
blendstock. In the markets for the hydrocarbon fuels that we plan to produce from our isobutanol, we will face competition from the incumbent petroleum-
based fuels industry. The incumbent petroleum-based fuels industry makes the vast majority of the world’s gasoline, jet and diesel fuels and blendstocks. It is
a mature industry with a substantial base of infrastructure for the production and distribution of petroleum-derived products. The size, established
infrastructure and significant resources of many companies in this industry may put us at a substantial competitive disadvantage and delay or prevent the
establishment and growth of our business in the market for hydrocarbon fuels.
Biofuels companies may also provide substantial competition in the hydrocarbon fuels market. With respect to production of renewable gasoline,
biofuels competitors are numerous and include both large established companies and numerous startups. For example, Virent Energy Systems, Inc. has
developed a process for making gasoline and gasoline blendstocks. Many other competitors may do so as well. In the jet fuel market, we will face competition
from companies such as Synthetic Genomics, Inc., and Exxon-Mobil Corporation that are pursuing production of jet fuel from algae-based
technology. Renewable Energy Group, Inc. and others are also targeting production of jet fuels from vegetable oils and animal fats. Red Rock Biofuels LLC
and others are planning to produce jet fuel from renewable biomass. We may also face competition from companies working to produce jet fuel from
hydrogenated fatty acid methyl esters. In the diesel fuels market, competitors such as Amyris Biotechnologies, Inc., Renewable Energy Group, Inc., Fulcrum
Bioenergy, Inc., Neste Corporation and Altair Engineering, Inc., have developed technologies for production of alternative hydrocarbon diesel fuel.
Our competitive position in the polyester, rubber, plastics, fibers and other polymers markets versus the incumbent petroleum-derived products and other
renewable butanol producers may not be favorable.
In the polyester, rubber, plastics, fibers and other polymers markets, we face competition from incumbent petroleum-derived products, other renewable
isobutanol producers and renewable n-butanol producers. Our competitive position versus the incumbent petroleum-derived products and other renewable
butanol producers may not be favorable. Petroleum-derived products have dominated the market for many years and there is substantial existing infrastructure
for production from petroleum sources, which may impede our ability to establish a position in these markets. Other isobutanol and n-butanol companies may
develop technologies that prove more effective than our isobutanol production technology, or such companies may be more adept at marketing their
production. Additionally, one company in France, Global Bioenergies, S.A., is pursuing the production of isobutylene from renewable carbohydrates directly.
Since conversion of isobutanol to butenes such as isobutylene is a key step in producing many polyester, rubber, plastics, fibers and other polymers from our
isobutanol, this direct production of renewable isobutylene, if successful, could limit our opportunities in these markets.
In the polyester, rubber, plastics, fibers and other polymers markets, we expect to face vigorous competition from existing technologies. The
companies we may compete with may have significantly greater access to resources, far more industry experience and/or more established sales and
marketing networks. Additionally, since we do not plan to produce most of these products directly, we will depend on the willingness of potential customers
to purchase and convert our isobutanol into their products. These potential customers generally have well-developed manufacturing processes and
arrangements with suppliers of the chemical components of their products and may have a resistance to changing these processes and components. These
potential customers frequently impose lengthy and complex product qualification procedures on their suppliers, influenced by consumer preference,
manufacturing considerations such as process changes and capital and other costs associated with transitioning to alternative components, supplier operating
history, regulatory issues, product liability and other factors, many of which are unknown to, or not well understood by, us. Satisfying these processes may
take many months or years. If we are unable to convince these potential customers that our isobutanol is comparable or superior to the alternatives that they
currently use, we will not be successful in entering these markets and our business will be adversely affected.
Business interruptions could delay us in the process of developing our products and could disrupt our sales.
We are vulnerable to natural disasters and other events that could disrupt our operations, such as riots, civil disturbances, war, terrorist acts, floods,
infections in our laboratory or production facilities or those of our contract manufacturers and other events beyond our control. We do not have a detailed
disaster recovery plan. In addition, we may not carry sufficient business interruption insurance to compensate us for losses that may occur. Any losses or
damages we incur could have a material adverse effect on our cash flows and success as an overall business.
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Our business and operations would suffer in the event of system failures.
Despite the implementation of security measures, our internal computer systems are vulnerable to damage from computer viruses, human error,
unauthorized access, natural disasters, intentional acts of vandalism, terrorism, war and telecommunication and electrical failures. Any system failure,
accident or security breach that causes interruptions in our operations could result in a material disruption of our business. To the extent that any disruption or
security breach results in a loss or damage to our data or inappropriate disclosure of confidential or proprietary information, we may incur liability, reputation
damage and harm to our business operations.
We may engage in hedging transactions, which could harm our business.
We have historically engaged in hedging transactions to offset some of the effects of volatility in commodity prices. We have generally followed a
policy of using exchange-traded futures contracts to reduce our net position in agricultural commodity inventories and forward purchase contracts to manage
price risk. Hedging activities may cause us to suffer losses, such as if we purchase a position in a declining market or sell a position in a rising market.
Furthermore, hedging exposes us to the risk that we may have under- or over-estimated our need for a specific commodity or that the other party to a hedging
contract may default on its obligation. If there are significant swings in commodity prices, or if we purchase more corn for future delivery than we can
process, we may have to pay to terminate a futures contract, resell unneeded corn inventory at a loss, or produce our products at a loss, all of which would
have a material adverse effect on our financial performance. We may vary the hedging strategies we undertake, which could leave us more vulnerable to
increases in commodity prices or decreases in the prices of isobutanol, distiller’s grains, iDGs™ or ethanol. Losses from hedging activities and changes in
hedging strategy could have a material adverse effect on our operations.
Ethical, legal and social concerns about genetically engineered products and processes, and similar concerns about feedstocks grown on land that could
be used for food production, could limit or prevent the use of our products, processes and technologies and limit our revenues.
Some of our processes involve the use of genetically engineered organisms or genetic engineering technologies. Additionally, our feedstocks may be
grown on land that could be used for food production, which subjects our feedstock sources to “food versus fuel” concerns. If we are not able to overcome the
ethical, legal and social concerns relating to genetic engineering or food versus fuel, our products and processes may not be accepted. Any of the risks
discussed below could result in increased expenses, delays or other impediments to our programs or the public acceptance and commercialization of products
and processes dependent on our technologies or inventions.
Our ability to develop and commercialize one or more of our technologies, products, or processes could be limited by the following factors:
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public attitudes about the safety and environmental hazards of, and ethical concerns over, genetic research and genetically engineered products
and processes, which could influence public acceptance of our technologies, products and processes;
public attitudes regarding and potential changes to laws governing ownership of genetic material, which could harm our intellectual property
rights with respect to our genetic material and discourage others from supporting, developing or commercializing our products, processes and
technologies;
public attitudes and ethical concerns surrounding production of feedstocks on land which could be used to grow food, which could influence
public acceptance of our technologies, products and processes;
governmental reaction to negative publicity concerning genetically engineered organisms, which could result in greater government regulation
of genetic research and derivative products; and
governmental reaction to negative publicity concerning feedstocks produced on land which could be used to grow food, which could result in
greater government regulation of feedstock sources.
The subjects of genetically engineered organisms and food versus fuel have received negative publicity, which has aroused public debate. This adverse
publicity could lead to greater regulation and trade restrictions on imports of genetically engineered products or feedstocks grown on land suitable for food
production.
The biocatalysts that we develop have significantly enhanced characteristics compared to those found in naturally occurring enzymes or microbes.
While we produce our biocatalysts only for use in a controlled industrial environment, the release of such biocatalysts into uncontrolled environments could
have unintended consequences. Any adverse effect resulting from such a release could have a material adverse effect on our business and financial condition,
and we may be exposed to liability for any resulting harm.
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As isobutanol has not previously been used as a commercial fuel in significant amounts, its use subjects us to product liability risks, and we may have
difficulties obtaining product liability insurance.
Isobutanol has not previously been used as a commercial fuel and research regarding its impact on engines and distribution infrastructure is ongoing.
Though we intend to test our isobutanol further before its commercialization, there is a risk that it may damage engines or otherwise fail to perform as
expected. If isobutanol degrades the performance or reduces the lifecycle of engines, or causes them to fail to meet emissions standards, market acceptance
could be slowed or stopped, and we could be subject to product liability claims. Furthermore, due to isobutanol’s lack of commercial history as a fuel, we are
uncertain as to whether we will be able to acquire product liability insurance on reasonable terms, or at all. A significant product liability lawsuit could
substantially impair our production efforts and could have a material adverse effect on our business, reputation, financial condition and results of operations.
We may not be able to use some or all of our net operating loss carry-forwards to offset future income.
We have net operating loss carryforwards due to prior period losses, which if not utilized will begin to expire at various times over the next 20 years. If
we are unable to generate sufficient taxable income to utilize our net operating loss carryforwards, these carryforwards could expire unused and be
unavailable to offset future income tax liabilities.
In addition, under Section 382 of the Internal Revenue Code of 1986, as amended, a corporation that undergoes an “ownership change” (generally
defined as a greater than 50% change (by value) in its equity ownership over a three-year period) is subject to limitation on its ability to utilize its pre-change
net operating loss carry-forwards, or net operating losses, to offset future taxable income. We may have experienced one or more ownership changes in prior
years, and the issuance of shares in connection with our initial public offering may itself have triggered an ownership change. In addition, future changes in
our stock ownership, which may be outside of our control, may trigger an ownership change, as may future equity offerings or acquisitions that have equity as
a component of the purchase price. If an ownership change has occurred or does occur in the future, our ability to utilize our net operating losses to offset
income if we attain profitability may be limited.
If we fail to maintain an effective system of internal controls, we might not be able to report our financial results accurately or prevent fraud; in that case,
our stockholders could lose confidence in our financial reporting, which would harm our business and could negatively impact the price of our stock.
Effective internal controls are necessary for us to provide reliable financial reports and prevent fraud. In addition, Section 404 of the Sarbanes-Oxley
Act of 2002 (“Section 404”) requires us to evaluate and report on our internal control over financial reporting and have our principal executive officer and
principal financial officer certify as to the accuracy and completeness of our financial reports. The process of maintaining our internal controls and complying
with Section 404 is expensive and time consuming, and requires significant attention of management. We cannot be certain that these measures will ensure
that we maintain adequate controls over our financial processes and reporting in the future. Even if we conclude that our internal control over financial
reporting provides reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles, because of their inherent limitations, our internal controls over financial reporting may not prevent
or detect fraud or misstatements. Failure to maintain required controls or implement new or additional controls as circumstances warrant, or difficulties
encountered in maintaining or implementing controls, could harm our results of operations or cause us to fail to meet our reporting obligations.
Our management has concluded that there are no material weaknesses in our internal controls over financial reporting as of December 31, 2017.
However, there can be no assurance that our controls over financial processes and reporting will be effective in the future or that additional material
weaknesses or significant deficiencies in our internal controls will not be discovered in the future. If we, or our independent registered public accounting firm,
discover a material weakness, the disclosure of that fact, even if quickly remedied, could reduce the market’s confidence in our financial statements and harm
our stock price. In addition, a delay in compliance with Section 404 could subject us to a variety of administrative sanctions, including SEC action,
ineligibility for short form resale registration, the suspension or delisting of our common stock from the stock exchange on which it is listed and the inability
of registered broker-dealers to make a market in our common stock, which would further reduce our stock price and could harm our business.
We may enter into letters of intent, memoranda of understanding and other largely non-binding agreements with potential customers or partners that may
not result in legally binding, definitive agreements.
From time to time, we may enter into letters of intent, memoranda of understanding and other largely non-binding agreements or understandings with
potential customers or partners in order to develop our business and the markets that we serve. We can make no assurance that legally binding, definitive
agreements reflecting the terms of such non-binding agreements will be completed with such customers or partners, or at all.
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Competiveness for our products for fuel use in the U.S. depends in part on the United States Renewable Fuel Standard Program or RFS Program
at the federal level, and the benefits to our products derived from the RFS Program could change.
The RFS Program and policy are currently being discussed by policy makers. The RFS Program and policy could change impacting the RIN benefits
our products could receive, making our products less competitive to the incumbent products made from petroleum.
We may not qualify for significant carbon value benefit in those states, regions, and countries where renewable carbon value in fuel products is
being assigned.
The possibility exists that our products may not qualify for benefits of the Low Carbon Fuel Standard Program (LCFS) in California or similar
programs in other states and countries. Failure of our products to qualify for LCFS or other similar programs could have a material adverse effect on our
business.
Risks Related to Intellectual Property
Our ability to compete may be adversely affected if we are unsuccessful in defending against any claims by competitors or others that we are infringing
upon their intellectual property rights.
The various bioindustrial markets in which we plan to operate are subject to frequent and extensive litigation regarding patents and other intellectual
property rights. In addition, many companies in intellectual property-dependent industries, including the renewable energy industry, have employed
intellectual property litigation as a means to gain an advantage over their competitors. As a result, we may be required to defend against claims of intellectual
property infringement that may be asserted by our competitors against us and, if the outcome of any such litigation is adverse to us, it may affect our ability to
compete effectively.
Litigation, interferences, opposition proceedings or other intellectual property proceedings inside and outside of the U.S. may divert management time
from focusing on business operations, could cause us to spend significant amounts of money and may have no guarantee of success. Any future intellectual
property litigation could also force us to do one or more of the following:
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stop selling, incorporating, manufacturing or using our products that use the subject intellectual property;
obtain from a third party asserting its intellectual property rights, a license to sell or use the relevant technology, which license may not be
available on reasonable terms, or at all;
redesign those products or processes, such as our process for producing isobutanol, that use any allegedly infringing or misappropriated
technology, which may result in significant cost or delay to us, or which redesign could be technically infeasible;
pay attorneys’ fees and expenses; or
pay damages, including the possibility of treble damages in a patent case if a court finds us to have willfully infringed certain intellectual
property rights.
We are aware of a significant number of patents and patent applications relating to aspects of our technologies filed by, and issued to, third parties. We
cannot assure you that we will ultimately prevail if any of this third-party intellectual property is asserted against us.
Our ability to compete may be adversely affected if we do not adequately protect our proprietary technologies or if we lose some of our intellectual
property rights through costly litigation or administrative proceedings.
Our success will depend in part on our ability to obtain patents and maintain adequate protection of our intellectual property covering our technologies
and products and potential products in the U.S. and other countries. We have adopted a strategy of seeking patent protection in the U.S. and in certain foreign
countries with respect to certain of the technologies used in or relating to our products and processes. We own rights to hundreds of issued patents and filed
patent applications in the U.S. and in various foreign jurisdictions. When and if issued, patents would expire at the end of their term and any patent would
only provide us commercial advantage for a limited period of time, if at all. Our patent applications are directed to our enabling technologies and to our
methods and products which support our business in the advanced biofuels and renewable chemicals markets. We intend to continue to apply for patents
relating to our technologies, methods and products as we deem appropriate.
Only some of the patent applications that we have filed in the U.S. or in any foreign jurisdictions, and only certain of the patent applications filed by
third parties in which we own rights, have been issued. A filed patent application does not guarantee a patent will issue and a patent issuing does not
guarantee its validity, nor does it give us the right to practice the patented technology or commercialize the patented product. Third parties may have or obtain
rights to “blocking patents” that could be used to prevent us from commercializing our products or practicing our technology. The scope and validity of
patents and success in prosecuting patent
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applications involve complex legal and factual questions and, therefore, issuance, coverage and validity cannot be predicted with any certainty. Patents
issuing from our filed applications may be challenged, invalidated or circumvented. Moreover, third parties could practice our inventions in secret and in
territories where we do not have patent protection. Such third parties may then try to sell or import products made using our inventions in and into the U.S. or
other territories and we may be unable to prove that such products were made using our inventions. Additional uncertainty may result from implementation of
the Leahy-Smith America Invents Act, enacted in September 2011, as well as other potential patent reform legislation passed by the U.S. Congress and from
legal precedent handed down by the Federal Circuit Court and the U.S. Supreme Court, as they determine legal issues concerning the scope, validity and
construction of patent claims. Because patent applications in the U.S. and many foreign jurisdictions are typically not published until 18 months after filing,
or in some cases not at all, and because publication of discoveries in the scientific literature often lags behind the actual discoveries, there is additional
uncertainty as to the validity of any patents that may issue and the potential for “blocking patents” coming into force at some future date. Accordingly, we
cannot ensure that any of our currently filed or future patent applications will result in issued patents, or even if issued, predict the scope of the claims that
may issue in our and other companies’ patents. Currently, one of our issued patents is being challenged in regulatory proceedings before the USPTO. These
proceedings may result in the claims being amended or canceled. If the claims are amended or canceled, the scope of our patents claims may be narrowed,
which may reduce the scope of protection afforded by our patent portfolio. Given that the degree of future protection for our proprietary rights is uncertain,
we cannot ensure that (i) we were the first to make the inventions covered by each of our filed applications, (ii) we were the first to file patent applications for
these inventions, (iii) the proprietary technologies we develop will be patentable, (iv) any patents issued will be broad enough in scope to provide commercial
advantage and prevent circumvention, and (v) competitors and other parties do not have or will not obtain patent protection that will block our development
and commercialization activities.
These concerns apply equally to patents we have licensed, which may likewise be challenged, invalidated or circumvented, and the licensed
technologies may be obstructed from commercialization by competitors’ “blocking patents.” In addition, we generally do not control the patent prosecution
and maintenance of subject matter that we license from others. Generally, the licensors are primarily or wholly responsible for the patent prosecution and
maintenance activities pertaining to the patent applications and patents we license, while we may only be afforded opportunities to comment on such
activities. Accordingly, we are unable to exercise the same degree of control over licensed intellectual property as we exercise over our own intellectual
property and we face the risk that our licensors will not prosecute or maintain it as effectively as we would like.
In addition, unauthorized parties may attempt to copy or otherwise obtain and use our products or technology. Monitoring unauthorized use of our
intellectual property is difficult, particularly where, as here, the end products reaching the market generally do not reveal the processes used in their
manufacture, and particularly in certain foreign countries where the local laws may not protect our proprietary rights as fully as in the U.S., so we cannot be
certain that the steps we have taken in obtaining intellectual property and other proprietary rights will prevent unauthorized use of our technology. If
competitors are able to use our technology without our authorization, our ability to compete effectively could be adversely affected. Moreover, competitors
and other parties such as universities may independently develop and obtain patents for technologies that are similar to or superior to our technologies. If that
happens, the potential competitive advantages provided by our intellectual property may be adversely affected. We may then need to license these competing
technologies, and we may not be able to obtain licenses on reasonable terms, if at all, which could cause material harm to our business. Accordingly, litigation
may be necessary for us to assert claims of infringement, enforce patents we own or license, protect trade secrets or determine the enforceability, scope and
validity of the intellectual property rights of others.
Our commercial success also depends in part on not infringing patents and proprietary rights of third parties, and not breaching any licenses or other
agreements that we have entered into with regard to our technologies, products and business. We cannot be certain that patents have not or will not issue to
third parties that could block our ability to obtain patents or to operate our business as we would like, or at all. There may be patents in some countries that, if
valid, may block our ability to commercialize products in those countries if we are unsuccessful in circumventing or acquiring rights to these patents. There
may also be claims in patent applications filed in some countries that, if granted and valid, may also block our ability to commercialize products or processes
in these countries if we are unable to circumvent or license them.
As is commonplace in the biotechnology industries, some of our directors, employees and consultants are or have been employed at, or associated
with, companies and universities that compete with us or have or will develop similar technologies and related intellectual property. While employed at these
companies, these employees, directors and consultants may have been exposed to or involved in research and technology similar to the areas of research and
technology in which we are engaged. Though we have not received such a complaint, we may be subject to allegations that we, our directors, employees or
consultants have inadvertently or otherwise used, misappropriated or disclosed alleged trade secrets or confidential or proprietary information of those
companies. Litigation may be necessary to defend against such allegations and the outcome of any such litigation would be uncertain.
Under some of our research agreements, our partners share joint rights in certain intellectual property we develop. Such provisions may limit our
ability to gain commercial benefit from some of the intellectual property we develop, and may lead to costly or time-consuming disputes with parties with
whom we have commercial relationships over rights to certain innovations.
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If any other party has filed patent applications or obtained patents that claim inventions also claimed by us, we may have to participate in interference,
derivation or other proceedings declared by the USPTO to determine priority of invention and, thus, the right to the patents for these inventions in the U.S.
These proceedings could result in substantial cost to us even if the outcome is favorable. Even if successful, such a proceeding may result in the loss of certain
claims. Even successful outcomes of such proceedings could result in significant legal fees and other expenses, diversion of management time and efforts and
disruption in our business. Uncertainties resulting from initiation and continuation of any patent or related litigation could harm our ability to compete.
If our biocatalysts, or the genes that code for our biocatalysts, are stolen, misappropriated or reverse engineered, others could use these biocatalysts or
genes to produce competing products.
Third parties, including our contract manufacturers, customers and those involved in shipping our biocatalysts, may have custody or control of our
biocatalysts. If our biocatalysts, or the genes that code for our biocatalysts, were stolen, misappropriated or reverse engineered, they could be used by other
parties who may be able to reproduce these biocatalysts for their own commercial gain. If this were to occur, it would be difficult for us to discover or
challenge this type of use, especially in countries with limited intellectual property protection.
During the ordinary course of business, we may become subject to lawsuits or indemnity claims, which could materially and adversely affect our business
and results of operations.
From time to time, we may in the ordinary course of business be named as a defendant in lawsuits, claims and other legal proceedings. These actions
may seek, among other things, compensation for alleged personal injury, worker’s compensation, employment discrimination, breach of contract, property
damages, civil penalties and other losses of injunctive or declaratory relief. In the event that such actions or indemnities are ultimately resolved unfavorably at
amounts exceeding our accrued liability, or at material amounts, the outcome could materially and adversely affect our reputation, business and results of
operations. In addition, payments of significant amounts, even if reserved, could adversely affect our liquidity position.
We may not be able to enforce our intellectual property rights throughout the world.
The laws of some foreign countries do not protect intellectual property rights to the same extent as federal and state laws in the U.S. Many companies
have encountered significant problems in protecting and enforcing intellectual property rights in certain foreign jurisdictions, and, particularly as we move
forward in our partnerships with Porta, Praj, and future international partners, we may face new and increased risks and challenges in protecting and enforcing
our intellectual property rights abroad. The legal systems of certain countries, particularly certain developing countries, do not favor the enforcement of
patents and other intellectual property protection, particularly those relating to bioindustrial technologies. This could make it difficult for us to stop the
infringement of our patents or misappropriation of our other intellectual property rights. Proceedings to enforce our patents and other proprietary rights in
foreign jurisdictions could result in substantial costs and divert our efforts and attention from other aspects of our business. Accordingly, our efforts to enforce
our intellectual property rights in such countries may be inadequate to obtain a significant commercial advantage from the intellectual property that we
develop.
Confidentiality agreements with employees and others may not adequately prevent disclosures of trade secrets and other proprietary information.
We rely in part on trade secret protection to protect our confidential and proprietary information and processes. However, trade secrets are difficult to
protect. We have taken measures to protect our trade secrets and proprietary information, but these measures may not be effective. We require new employees
and consultants to execute confidentiality agreements upon the commencement of an employment or consulting arrangement with us. These agreements
generally require that all confidential information developed by the individual or made known to the individual by us during the course of the individual’s
relationship with us be kept confidential and not disclosed to third parties. These agreements also generally provide that know-how and inventions conceived
by the individual in the course of rendering services to us shall be our exclusive property. Nevertheless, these agreements may not be enforceable, our
proprietary information may be disclosed, third parties could reverse engineer our biocatalysts and others may independently develop substantially equivalent
proprietary information and techniques or otherwise gain access to our trade secrets. Costly and time-consuming litigation could be necessary to enforce and
determine the scope of our proprietary rights, and failure to obtain or maintain trade secret protection could adversely affect our competitive business
position. In addition, an unauthorized breach in our information technology systems may expose our trade secrets and other proprietary information to
unauthorized parties.
We have received funding from U.S. government agencies, which could negatively affect our intellectual property rights.
Some of our research has been funded by grants from U.S. government agencies. When new technologies are developed with U.S. government
funding, the government obtains certain rights in any resulting patents and technical data, generally including, at a
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minimum, a nonexclusive license authorizing the government to use the invention or technical data for noncommercial purposes. U.S. government funding
must be disclosed in any resulting patent applications, and our rights in such inventions will normally be subject to government license rights, periodic
progress reporting, foreign manufacturing restrictions and march-in rights. March-in rights refer to the right of the U.S. government, under certain limited
circumstances, to require us to grant a license to technology developed under a government grant to a responsible applicant or, if we refuse, to grant such a
license itself. March-in rights can be triggered if the government determines that we have failed to work sufficiently towards achieving practical application
of a technology or if action is necessary to alleviate health or safety needs, to meet requirements of federal regulations or to give preference to U.S. industry.
If we breach the terms of our grants, the government may gain rights to the intellectual property developed in our related research. The government’s rights in
our intellectual property may lessen its commercial value, which could adversely affect our performance.
Legal and Regulatory Risks
We may face substantial delays in obtaining regulatory approvals for use of our isobutanol and hydrocarbon products in the fuels and chemicals markets,
which could substantially hinder our ability to commercialize our products.
Large-scale commercialization of our isobutanol may require approvals from state and federal agencies. Before we can sell isobutanol as a fuel or as a
gasoline blendstock directly to large petroleum refiners, we must receive EPA fuel certification. On March 15, 2018, the EPA published a notice for public
comment on the EPA’s intent to register isobutanol for blending into gasoline which would allow us to sell isobutanol as a fuel or as a gasoline blendstock
directly to large petroleum refiners and would move our small business registration to a full registration (including Tier 1 EPA testing. Final approval has not
yet occurred, and there is no guarantee of receiving it.
Additionally, California requires that fuels meet both its fuel certification requirements and a separate state low-carbon fuel standard. Any delay in
receiving approval will slow or prevent the commercialization of our isobutanol for fuel markets, which could have a material adverse effect on our business,
financial condition and results of operations.
With respect to the chemicals markets, we plan to focus on isobutanol production and sell to companies that can convert our isobutanol into other
chemicals, such as isobutylene. However, should we later decide to produce these other chemicals ourselves, we may face similar requirements for EPA and
other regulatory approvals. Approval, if ever granted, could be delayed for substantial amounts of time, which could significantly harm the development of
our business and prevent the achievement of our goals.
Our isobutanol fermentation process utilizes a genetically modified organism which, when used in an industrial process, is considered a new chemical
under the EPA’s Toxic Substances Control Act (“TSCA”). The TSCA requires us to comply with the EPA’s Microbial Commercial Activity Notice process to
operate plants producing isobutanol using our biocatalysts. The TSCA’s new chemicals submission policies may change and additional government
regulations may be enacted that could prevent or delay regulatory approval of our isobutanol production.
There are various third-party certification organizations, such as ASTM and Underwriters’ Laboratories, Inc., involved in standard-setting regarding
the transportation, dispensing and use of liquid fuel in the U.S. and abroad. These organizations may change the current standards and additional requirements
may be enacted that could prevent or delay approval of our products. The process of seeking required approvals and the continuing need for compliance with
applicable standards may require the expenditure of substantial resources, and there is no guarantee that we will satisfy these standards in a timely manner, if
ever.
In addition, to Retrofit or otherwise modify ethanol facilities and operate the Retrofitted and modified plants to produce isobutanol, we will need to
obtain and comply with a number of permit requirements. As a condition to granting necessary permits, regulators may make demands that could increase our
Retrofit, modification or operations costs, and permit conditions could also restrict or limit the extent of our operations, which could delay or prevent our
commercial production of isobutanol. We cannot guarantee that we will be able to meet all regulatory requirements or obtain and comply with all necessary
permits to complete our planned ethanol plant Retrofits, and failure to satisfy these requirements in a timely manner, or at all, could have a substantial
negative effect on our performance.
Jet fuels must meet various statutory and regulatory requirements before they may be used in commercial aviation, including regulations of the Federal
Aviation Administration (“FAA”) and specifications determined by ASTM International. Currently, our renewable jet fuel meets the FAA regulations and the
ASTM International specifications. However, changes to applicable regulations and specifications.in the future might have a material adverse effect on our
business if such changes resulted in our renewable jet fuel not being eligible for use in commercial aviation.
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Our isobutanol and hydrocarbon products may encounter physical or regulatory issues, which could limit its usefulness as a gasoline blendstock.
In the gasoline blendstock market, isobutanol can be used in conjunction with, or as a substitute for, ethanol and other widely used fuel oxygenates,
and we believe our isobutanol will be physically compatible with typical gasoline engines. However, there is a risk that under actual engine conditions,
isobutanol will face significant limitations, making it unsuitable for use in high percentage gasoline blends. Additionally, current regulations limit gasoline
blends to low percentages of isobutanol, and also limit combination isobutanol-ethanol blends. Government agencies may maintain or even increase the
restrictions on isobutanol gasoline blends. As we believe that the potential to use isobutanol in higher percentage blends than is feasible for ethanol will be an
important factor in successfully marketing isobutanol to refiners, a low blend wall could significantly limit commercialization of isobutanol as a gasoline
blendstock.
We may be required to obtain additional regulatory approvals for use of our iDGs™ as animal feed, which could delay our ability to sell iDGs™
increasing our net cost of production and harming our operating results.
Many of the ethanol plants we initially plan to Retrofit use dry-milled corn as a feedstock. We plan to sell, as animal feed, the iDGs™ left as a co-
product of fermenting isobutanol from dry-milled corn. We believe that this will enable us to offset a significant portion of the expense of purchasing corn for
fermentation. We are currently approved to sell iDGs™ as animal feed through the self-assessed Generally Regarded as Safe (“GRAS”) process of the U.S.
Federal Drug Administration (the “FDA”) via third party scientific review. In order to improve the value of our iDGs™, we are working with The
Association of American Feed Control Officials (“AAFCO”) to establish a formal definition for our iDGs™ as well as clearance for the materials into animal
feed. We believe obtaining AAFCO approval will increase the value of our iDGs™ by offering customers of our iDGs™ further assurance of the safety of
our iDGs™. If we make certain changes in our biocatalyst whereby we can no longer rely on our GRAS process, we would be required to obtain FDA
approval for marketing our iDGs™. While we believe we can rely on the GRAS process, as we update our biocatalysts to increase isobutanol production, for
further customer assurance, we also intend to pursue approval upon a completed biocatalyst from the Center for Veterinary Medicine of the FDA. FDA
testing and approval can take a significant amount of time, and there is no guarantee that we will ever receive such approval. While we have sold initial
quantities of our iDGs TM from the Luverne Facility, if FDA or AAFCO approval is delayed or never obtained, or if we are unable to secure market
acceptance for our iDGs™, our net cost of production will increase, which may hurt our operating results.
Reductions or changes to existing regulations and policies may present technical, regulatory and economic barriers, all of which may significantly reduce
demand for biofuels or our ability to supply isobutanol.
The market for biofuels is heavily influenced by foreign, federal, state and local government regulations and policies. For example, in 2007, the U.S.
Congress passed an alternative fuels mandate that required nearly 14 billion gallons of liquid transportation fuels sold in 2011 to come from alternative
sources, including biofuels, a mandate that grows to 36 billion gallons by 2022. Of this amount, a minimum of 21 billion gallons must be advanced biofuels
as defined by the U.S. Congress. In the U.S., and in a number of other countries, these regulations and policies have been modified in the past and may be
modified again in the future. Any reduction in mandated requirements for fuel alternatives and additives to gasoline may cause the demand for biofuels to
decline and deter investment in the research and development of biofuels. For example, the Energy and Commerce Committee of the U.S. House of
Representatives has undertaken an assessment of the Renewable Fuel Standard program and has published five white papers on the subject during the current
congressional period. The EPA has also said that it plans to assess the E10 blendwall and current infrastructure and market-based limitations to the
consumption of ethanol in gasoline-ethanol blends above E10. In particular, the EPA is proposing to cut the volume requirements for advanced biofuels by
more than 40% when compared to the requirements currently written into the statute. This proposal has created significant concerns throughout the biofuels
industry, many of which were voiced by the biofuels industry during the public comment period. This type of legislative activity can create concern in the
marketplace about the long-term sustainability of governmental policies. The absence of tax credits, subsidies and other incentives in the U.S. and foreign
markets for biofuels, or any inability of our customers to access such credits, subsidies and incentives, may adversely affect demand for our products, which
would adversely affect our business. The resulting market uncertainty regarding current and future standards and policies may also affect our ability to
develop new renewable products or to license our technologies to third parties and to sell products to our end customers.
Concerns associated with biofuels, including land usage, national security interests and food crop usage, continue to receive legislative, industry and
public attention. This attention could result in future legislation, regulation and/or administrative action that could adversely affect our business. Any inability
to address these requirements and any regulatory or policy changes could have a material adverse effect on our business, financial condition and results of
operations.
Additionally, like the ethanol facilities that we Retrofit, our isobutanol plants will emit greenhouse gases. Any changes in state or federal emissions
regulations, including the passage of cap-and-trade legislation or a carbon tax, could limit our production of
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isobutanol and iDGs™ and increase our operating costs, which could have a material adverse effect on our business, financial condition and results of
operations.
The recent U.S. elections could lead to changes in federal or state laws and regulations that could have a material adverse effect on our business,
prospects, financial condition and results of operations.
We use hazardous materials in our business and we must comply with environmental laws and regulations. Any claims relating to improper handling,
storage or disposal of these materials or noncompliance with applicable laws and regulations could be time consuming and costly and could adversely
affect our business and results of operations.
Our research and development processes involve the use of hazardous materials, including chemical, radioactive and biological materials. Our
operations also produce hazardous waste. We cannot eliminate entirely the risk of accidental contamination or discharge and any resultant injury from these
materials. Federal, state and local laws and regulations govern the use, manufacture, storage, handling and disposal of, and human exposure to, these
materials. We may be sued for any injury or contamination that results from our use or the use by third parties of these materials, and our liability may exceed
our total assets. Although we believe that our activities conform in all material respects with environmental laws, there can be no assurance that violations of
environmental, health and safety laws will not occur in the future as a result of human error, accident, equipment failure or other causes. Compliance with
applicable environmental laws and regulations may be expensive, and the failure to comply with past, present, or future laws could result in the imposition of
fines, third-party property damage, product liability and personal injury claims, investigation and remediation costs, the suspension of production or a
cessation of operations, and our liability may exceed our total assets. Liability under environmental laws can be joint and several and without regard to
comparative fault. Environmental laws could become more stringent over time imposing greater compliance costs and increasing risks and penalties
associated with violations, which could impair our research, development or production efforts and harm our business.
Our expanded international activities may increase our exposure to potential liability under anti-corruption, trade protection, tax and other laws and
regulations.
In the course of our relationships with Praj, Porta and future international partners, we may become subject to certain foreign tax, environmental, and
health and safety regulations that did not previously apply to us or our products. Such regulations may be unclear, not consistently applied and subject to
sudden change. Implementation of compliance policies could result in additional operating costs, and our failure to comply with such laws, even
inadvertently, could result in significant fines and/or penalties.
Additionally, the Foreign Corrupt Practices Act and other anti-corruption laws and regulations (“Anti-Corruption Laws”) prohibit corrupt payments by
our employees, vendors or agents. Even with implementation of policies, training and internal controls designed to reduce the risk of corrupt payments, our
employees, vendors or agents may violate our policies. Our international partnerships may significantly increase our exposure to potential liability. Our failure
to comply with Anti-Corruption Laws could result in significant fines and penalties, criminal sanctions against us, our officers or our employees, prohibitions
on the conduct of our business, and damage to our reputation.
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Risks Related to Owning Our Securities.
We may not be able to comply with all applicable listing requirements or standards of the Nasdaq Capital Market and Nasdaq could delist our common
stock.
Our common stock is listed on the Nasdaq Capital Market. In order to maintain that listing, we must satisfy minimum financial and other continued
listing requirements and standards.
On June 21, 2017, we received a deficiency letter from the Listing Qualifications Department of the Nasdaq Stock Market, notifying us that, for the
prior 30 consecutive business days, the closing bid price of our common stock was not maintained at the minimum required closing bid price of at least $1.00
per share as required for continued listing on the Nasdaq Capital Market. In accordance with Nasdaq Listing Rules, we had an initial compliance period of
180 calendar days, to regain compliance with this requirement. On December 20. 2017, the Nasdaq Stock Market granted us an additional 180 calendar days,
or until June 18, 2018, to regain compliance. To regain compliance, the closing bid price of our common stock must be $1.00 per share or more for a
minimum of 10 consecutive business days at any time before June 18, 2018. The Nasdaq determination to grant the second compliance period was based on
our meeting of the continued listing requirement for market value of publicly held shares and all other applicable requirements for initial listing on the Nasdaq
Capital Market, with the exception of the bid price requirement, and our written notice of our intention to cure the deficiency during the second compliance
period by effecting a reverse stock split, if necessary.
We cannot provide any assurance that our stock price will recover within the permitted grace period. In the event that our common stock is not
eligible for quotation on another market or exchange, trading of our common stock could be conducted in the over-the-counter market or on an electronic
bulletin board established for unlisted securities such as the Pink Sheets or the OTC Bulletin Board. In such event, it could become more difficult to dispose
of, or obtain accurate price quotations for, our common stock, and there would likely be a reduction in our coverage by security analysts and the news media,
which could cause the price of our common stock to decline further. In addition, it may be difficult for us to raise additional capital if we are not listed on a
major exchange.
Furthermore, it would be a fundamental change under the indenture governing our 2020 Notes if our common stock is not listed on a national
securities exchange. In such circumstance we would be required to offer to repurchase the 2020 Notes at 100% of principal plus accrued and unpaid interest
to, but not including, the repurchase date. We would also be required to pay the holders of the 2020 Notes a fundamental change make-whole payment equal
to the aggregate amount of interest that would have otherwise been payable on such 2020 Notes, to, but not including, the maturity date of such 2020 Notes.
Future issuances of our common stock or instruments convertible or exercisable into our common stock, including in connection with conversions of
2020 Notes or exercises of warrants, may materially and adversely affect the price of our common stock and cause dilution to our existing stockholders.
In order to fund our business over the past few years, we have raised capital by issuing common stock and warrants in underwritten public offerings
because no other reasonable sources of capital were available. These underwritten public offerings of common stock and warrants have materially and
adversely affected the prevailing market prices of our common stock and caused significant dilution to our stockholders. We anticipate that for the
foreseeable future we will continue to raise capital through these dilutive underwritten public offerings of common stock and warrants.
We may obtain additional funds through public or private debt or equity financings in the near future, subject to certain limitations in the agreements
governing our indebtedness, including our secured indebtedness with Whitebox. If we issue additional shares of common stock or instruments convertible
into common stock, it may materially and adversely affect the price of our common stock. In addition, the conversion of some or all of the 2020 Notes and/or
the exercise of some or all of the warrants may dilute the ownership interests of our stockholders, and any sales in the public market of any of our common
stock issuable upon such conversion or exercise could adversely affect prevailing market prices of our common stock. Additionally, under the terms of certain
warrants in the event that a warrant is exercised at a time when we do not have an effective registration statement covering the underlying shares of common
stock on file with the SEC, such warrant may be net exercised, which will dilute the ownership interests of existing stockholders without any corresponding
benefit of a cash payment for the exercise price of such warrant.
As of December 31, 2017, we had approximately $16.7 million in outstanding 2020 Notes, which were convertible into 28.8 million shares of our
common stock at the conversion rate in effect on December 31, 2017. The 28.8 million shares includes 6.1 million shares of common stock that may be
issuable from time to time in the event that we pay a portion of the interest on the 2020 Notes in kind or elects to pay make-whole payments due upon
conversion of the 2020 Notes, if any, in shares of common stock. The anticipated conversion of the outstanding 2020 Notes (including any interest that is paid
in kind) into shares of our common stock could depress the trading price of our common stock. In addition, subject to certain restrictions, we have the option
to issue common
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stock to any converting holder in lieu of making any required make-whole payment in cash. If we elect to issue our common stock for such payment, it will
be at the same conversion rate that is applicable to conversions of the principal amount of the 2020 Notes. If we elect to issue additional shares of our
common stock for such payments, this may cause significant additional dilution to our existing stockholders.
Our stock price may be volatile, and your investment in our securities could suffer a decline in value.
The market price of shares of our common stock has experienced significant price and volume fluctuations.
We cannot predict whether the price of our common stock will rise or fall. A variety of factors may have a significant effect on our stock price,
including:
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actual or anticipated fluctuations in our financial condition and operating results;
the position of our cash and cash equivalents;
actual or anticipated changes in our growth rate relative to our competitors;
actual or anticipated fluctuations in our competitors’ operating results or changes in their growth rate;
announcements of technological innovations by us, our partners or our competitors;
announcements by us, our partners or our competitors of significant acquisitions, strategic partnerships, joint ventures or capital commitments;
the entry into, modification or termination of licensing arrangements, marketing arrangements, and/or research, development,
commercialization, supply, off-take or distribution arrangements;
our ability to consistently produce commercial quantities of isobutanol at the Luverne Facility and ramp up production to nameplate capacity;
additions or losses of customers or partners;
our ability to obtain certain regulatory approvals for the use of our isobutanol in various fuels and chemicals markets;
commodity prices, including oil, ethanol and corn prices;
additions or departures of key management or scientific personnel;
competition from existing products or new products that may emerge;
issuance of new or updated research reports by securities or industry analysts;
fluctuations in the valuation of companies perceived by investors to be comparable to us;
litigation involving us, our general industry or both;
disputes or other developments related to proprietary rights, including patents, litigation matters and our ability to obtain patent protection for
our technologies;
announcements or expectations of additional financing efforts or the pursuit of strategic alternatives;
changes in existing laws, regulations and policies applicable to our business and products, including the Renewable Fuel Standard program, and
the adoption of or failure to adopt carbon emissions regulation;
sales of our common stock or equity-linked securities, such as warrants, by us or our stockholders;
share price and volume fluctuations attributable to inconsistent trading volume levels of our shares;
general market conditions in our industry; and
general economic and market conditions.
Furthermore, the stock markets have experienced extreme price and volume fluctuations that have affected and continue to affect the market prices of
equity securities of many companies. These fluctuations often have been unrelated or disproportionate to the operating performance of those companies.
These broad market and industry fluctuations, as well as general economic, political and market conditions such as recessions, interest rate changes or
international currency fluctuations, may negatively impact the market price of shares of our common stock, regardless of our operating performance, and
cause the value of your investment to decline. Because our 2020 Notes are convertible into our common stock and our warrants are exercisable into our
common stock, volatility or a reduction in the market price of our common stock could have an adverse effect on the trading price of our 2020 Notes and our
warrants. Holders who receive common stock upon exercise of the warrants will also be subject to the risk of volatility and a
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reduction in the market price of our common stock. In addition, the existence of our 2020 Notes and our outstanding warrants may encourage short selling in
our common stock by market participants because the conversion of the 2020 Notes or exercise of the warrants could depress the price of our common stock.
Additionally, in the past, companies that have experienced volatility in the market price of their stock have been subject to securities class action
litigation or other derivative shareholder lawsuits. We may be the target of this type of litigation in the future. Securities litigation against us could result in
substantial costs and divert our management’s attention from other business concerns, which could seriously harm our business regardless of the outcome.
The price of our common stock could also be affected by possible sales of common stock by investors who view our 2020 Notes or warrants as a more
attractive means of equity participation in us and by hedging or arbitrage activity involving our common stock. The hedging or arbitrage could, in turn, affect
the trading prices of the warrants, or any common stock that holders receive upon exercise of the warrants.
Sales of a substantial number of shares of our common stock or securities linked to our common stock, such as our 2020 Notes and warrants, in the
public market could occur at any time. These sales, or the perception in the market that such sales may occur, could reduce the market price of our common
stock.
In addition, certain holders of our outstanding common stock (including shares of our common stock issuable upon the conversion of certain 2020
Notes or upon exercise of certain outstanding warrants) have rights, subject to certain conditions, to require us to file registration statements covering their
shares and to include their shares in registration statements that we may file for ourselves or other stockholders.
Our quarterly operating results may fluctuate in the future. As a result, we may fail to meet or exceed the expectations of investment research analysts or
investors, which could cause our stock price to decline.
Our financial condition and operating results have varied significantly in the past and may continue to fluctuate from quarter to quarter and year to
year in the future due to a variety of factors, many of which are beyond our control. Factors relating to our business that may contribute to these fluctuations
are described elsewhere in this report and other reports that we have filed with the SEC. Accordingly, the results of any prior quarterly or annual periods
should not be relied upon as indications of our future operating performance.
The indebtedness under our 2020 Notes are secured by substantially all of our assets. As a result of these security interests, such assets would only be
available to satisfy claims of our general creditors or to holders of our equity securities if we were to become insolvent to the extent the value of such
assets exceeded the amount of our indebtedness and other obligations.
Indebtedness under our 2020 Notes is secured by a first lien, on substantially all of our assets. Accordingly, if an event of default were to occur under
our credit facilities, holders of our 2020 Notes would have a priority right to our assets, to the exclusion of our general creditors, in the event of our
bankruptcy, insolvency, liquidation, or reorganization. In that event, our assets would first be used to repay in full all indebtedness and other obligations
secured by them, resulting in all or a portion of our assets being unavailable to satisfy the claims of our unsecured indebtedness. Only after satisfying the
claims of our unsecured creditors and our subsidiaries’ unsecured creditors would any amount be available for distribution to holders of our equity securities
The terms of the agreements governing our indebtedness, including our secured indebtedness with Whitebox and the indenture governing the 2020 Notes,
may restrict our ability to engage in certain transactions.
The terms of the agreements governing our indebtedness, including our secured indebtedness with Whitebox and the indenture governing the 2020
Notes, may prohibit us from engaging in certain actions, including disposing of certain assets, granting or otherwise allowing the imposition of a lien against
certain assets, incurring certain kinds of additional indebtedness, acquiring or merging with other entities, or making dividends and other restricted payments
unless we receive the prior approval of the requisite lenders or the requisite holders of the 2020 Notes. If we are unable to obtain such approval, we could be
prohibited from engaging in transactions which could be beneficial to our business and our stockholders or could be forced to repay such indebtedness in full.
The indenture governing the 2020 Notes may prohibit us from engaging in certain mergers or acquisitions and if a fundamental change of the
Company occurs prior to the maturity date of the 2020 Notes, holders of the 2020 Notes will have the right, at their option, to require us to repurchase all or a
portion of their 2020 Notes and, in certain circumstances, to pay the holders of 2020 Notes a make-whole payment equal to the aggregate amount of interest
that would have been payable on such 2020 Notes from the repurchase date through the maturity date of such 2020 Notes.. With respect to the 2020 Notes,
the Company has the right to increase the conversion rate of the 2020 Notes by any amount for a period of at least 20 business days if the Company’s board of
directors
43
determines that such increase would be in the Company’s best interest. In addition, if a fundamental transaction occurs, some holders of warrants will have
the right, at their option, to require us to repurchase the unexercised portion of such warrants for an amount in cash equal to the value of the warrants, as
determined in accordance with the Black Scholes option pricing model and the terms of the warrants. These and other provisions could prevent or deter a
third party from acquiring us, even where the acquisition could be beneficial to you.
The conversion or exercise prices, as applicable, of the 2020 Notes and warrants can fluctuate under certain circumstances which, if triggered, can result
in potentially material further dilution to our stockholders.
The conversion price of the 2020 Notes can fluctuate in certain circumstances, including in the event that there is a dividend or distribution paid on
shares of our common stock or a subdivision, combination or reclassification of our common stock. In such instances, the conversion price of the 2020 Notes
can fluctuate materially lower than the current conversion price of $0.7359 per share or 1.3589 shares per $1.00 of principal.
The number of shares of common stock for which certain of our warrants, are exercisable may be adjusted in the event that we undertake certain stock
dividends, splits, combinations, distributions, and the price at which such shares of common stock may be purchased upon exercise of the warrants may be
adjusted in the event that we undertake certain issuances of common stock or convertible securities at prices lower than the then-current exercise price for the
warrants. These provisions could result in substantial dilution to investors in our common stock.
The interest rates of the 2020 Notes can fluctuate under certain circumstances which, if triggered, can result in potentially material further dilution to
our stockholders.
The interest rates of the 2020 Notes can fluctuate in certain circumstances, including in the event of a default of our obligations under the indenture
governing the 2020 Notes or the registration rights agreements, if any, entered into in connection with such notes. In addition, the interest on the 2020 Notes
may be payable in-kind. As the Company may pay a portion of the interest on the 2020 Notes in kind, by either increasing the principal amount of the
outstanding 2020 Notes or issuing additional 2020 Notes, any increase to the interest rate applicable to the 2020 Notes could result in additional dilution to
investors in our common stock.
We may not have the ability to pay interest on the 2020 Notes or to repurchase or redeem the 2020 Notes.
If a fundamental change (as defined in the indenture governing the 2020 Notes) occurs, holders of the 2020 Notes may require us to repurchase, for
cash, all or a portion of their 2020 Notes. In such circumstance we would be required to offer to repurchase the 2020 Notes at 100% of principal plus accrued
and unpaid interest to, but not including, the repurchase date. We would also be required to pay the holders of the 2020 Notes a fundamental change make-
whole payment equal to the aggregate amount of interest that would have otherwise been payable on such notes to, but not including, the maturity date of
such notes. If we elect to redeem the 2020 Notes prior to their maturity, the redemption price of any 2020 Notes redeemed by us will be paid for in cash. Our
ability to pay the interest on the 2020 Notes, to repurchase or redeem the 2020 Notes, to refinance our indebtedness and to fund working capital needs and
planned capital expenditures depends on our ability to generate cash flow in the future. To some extent, this is subject to general economic, financial,
competitive, legislative and regulatory factors and other factors that are beyond our control. We cannot assure you that we will maintain sufficient cash
reserves or that our business will generate cash flow from operations at levels sufficient to permit us to pay the interest on the 2020 Notes, to repurchase or
redeem the 2020 Notes or to pay any cash amounts that may become due upon conversion of the 2020 Notes, or that our cash needs will not increase. In
addition, any such repurchase or redemption of the 2020 Notes, even if such action would be in our best interests, may result in a default under the
agreements governing our indebtedness unless we are able to obtain the applicable lender’s consent prior to the taking of such action.
Our failure to repurchase tendered 2020 Notes at a time when the repurchase is required by the indenture governing such notes would constitute a
default under such notes and would permit holders of such notes to accelerate our obligations under such notes. Such default may also lead to a default under
the agreements governing any of our current and future indebtedness. If the repayment of the related indebtedness were to be accelerated after any applicable
notice or grace periods, we may not have sufficient funds to repay such indebtedness and repurchase the 2020 Notes or make cash payments upon conversions
thereof.
If we are unable to generate sufficient cash flow from operations in the future to service our indebtedness and meet our other needs, we may have to
refinance all or a portion of our indebtedness, obtain additional funds through public or private debt or equity financings, reduce expenditures or sell assets
that we deem necessary to our business. Our ability to take some or all of these actions will be subject to certain limitations in the agreements governing our
indebtedness, including our secured indebtedness with Whitebox, and we cannot assure you that any of these measures would be possible or that any
additional financing could be obtained on favorable terms, or at all. The inability to obtain additional financing on commercially reasonable terms could have
a material adverse effect on our financial condition, which could cause the value of your investment to decline. Additionally, if we were to conduct a public or
private offering of securities, any new offering would be likely to dilute our stockholders’ equity ownership.
44
Raising additional capital may cause dilution to our existing stockholders, restrict our operations or require us to relinquish rights to our technologies.
We may, subject to certain limitations in the agreements governing our indebtedness, including our secured indebtedness with Whitebox, seek
additional capital through a combination of public and private equity offerings, debt financings, strategic partnerships and licensing arrangements. To the
extent that we raise additional capital through the sale or issuance of equity, warrants or convertible debt securities, the ownership interest of our existing
shareholders will be diluted, and the terms of such securities may include liquidation or other preferences that adversely affect their rights as a stockholder. If
we raise capital through debt financing, it may involve agreements that include covenants further limiting or restricting our ability to take certain actions, such
as incurring additional debt, making capital expenditures or declaring dividends. If we raise additional funds through strategic partnerships or licensing
agreements with third parties, we may have to relinquish valuable rights to our technologies, or grant licenses on terms that are not favorable to us. If we are
unable to raise additional funds when needed, we may be required to delay, limit, reduce or terminate our development and commercialization efforts.
The issuance of share-based payment awards under our stock incentive plan may cause dilution to our existing stockholders and may affect the market
price of our common stock.
We have used, and in the future we may continue to use, stock options, stock grants and other equity-based incentives, either pursuant to the 2010
Plan, or outside of the 2010 Plan, to provide motivation and compensation to our directors, officers, employees and key independent consultants. The award
of any such incentives will result in an immediate and potentially substantial dilution to our existing shareholders and could result in a decline in the value of
our stock price.
As of December 31, 2017, there were 46,431 shares subject to outstanding options that are or will become eligible for sale in the public market to the
extent permitted by any applicable vesting requirements and Rules 144 and 701 under the Securities Act. The exercise of these options and the sale of the
underlying shares of common stock and the sale of stock issued pursuant to stock grants may have an adverse effect upon the price of our common stock,
which in turn may have an adverse effect upon the trading price of the warrants.
As of December 31, 2017, there were 133,607 shares of common stock available for future grant under our 2010 Plan and 3,802 shares of common
stock reserved for issuance under our Employee Stock Purchase Plan. These shares can be freely sold in the public market upon issuance and once vested.
We may pay vendors in stock as consideration for their services; this may result in additional costs and may cause dilution to our existing stockholders.
In order for us to preserve our cash resources, we may in the future pay vendors, including technology partners, in shares, warrants or options to
purchase shares of our common stock rather than cash. Payments for services in stock may materially and adversely affect our stockholders by diluting the
value of outstanding shares of our common stock. In addition, in situations where we agree to register the shares issued to a vendor, this will generally cause
us to incur additional expenses associated with such registration.
Except as set forth in the applicable warrant, holders of our warrants will have no rights as common stockholders until such holders exercise their
warrants and acquire our common stock.
Until you acquire shares of our common stock upon exercise of your warrants, you will have no rights with respect to the shares of our common stock
underlying such warrants, except for those rights set forth in the applicable warrant. Upon exercise of your warrants, you will be entitled to exercise the rights
of a common stockholder only as to matters for which the record date occurs after the exercise date.
The exercise prices for our warrants will not be adjusted for all dilutive events.
The exercise prices of certain warrants are subject to adjustment for certain events, including the issuance of stock dividends on our common stock
and, in certain instances, the issuance of our common stock at a price per share less than the exercise price of such warrants. However, the exercise prices will
not be adjusted for other events, including the issuance of certain rights, options or warrants, distributions of capital stock, indebtedness, or assets and cash
dividends. Accordingly, an event that adversely affects the value of the warrants may occur, and that event may not result in an adjustment to the exercise
prices.
45
We may not be permitted by the agreements governing our indebtedness, including our secured indebtedness with Whitebox, to repurchase our warrants,
and we may not have the ability to do so.
Under certain circumstances, if a “fundamental transaction” or “extraordinary transaction” (as such terms are defined in our various warrants) occurs,
holders of our warrants may require us to repurchase, for cash, the remaining unexercised portion of such warrants for an amount of cash equal to the value of
the warrant as determined in accordance with the Black Scholes option pricing model and the terms of the warrants. Our ability to repurchase the warrants
depends on our ability to generate cash flow in the future. To some extent, this is subject to general economic, financial, competitive, legislative and
regulatory factors and other factors that are beyond our control. We cannot assure you that we will maintain sufficient cash reserves or that our business will
generate cash flow from operations at levels sufficient to permit us to repurchase the warrants. In addition, any such repurchase of the warrants may result in a
default under the agreements governing our indebtedness, including our secured indebtedness with Whitebox, unless we are able to obtain such lender’s
consent prior to the taking of such action. If we were unable to obtain such consent, compliance with the terms of the warrants would trigger an event of
default under such agreements.
We do not anticipate paying cash dividends, and accordingly, stockholders must rely on stock appreciation for any return on their investment.
We have never paid cash dividends on our common stock and we do not expect to pay cash dividends on our common stock at any time in the
foreseeable future. The future payment of dividends directly depends upon our future earnings, capital requirements, financial requirements and other factors
that our board of directors will consider. As a result, only appreciation of the price of our common stock, which may never occur, will provide a return to
stockholders. Investors seeking cash dividends should not invest in our common stock.
If securities or industry analysts do not publish research or reports about our business, or publish negative reports about our business, our stock price
and trading volume could decline. The trading market for our common stock will be influenced by the research and reports that securities or industry
analysts publish about us or our business.
We do not have any control over these analysts. If one or more of the analysts who cover us downgrade our stock or change their opinion of our stock,
our stock price would likely decline which in turn would likely cause a decline in the value of the warrants and 2020 Notes. If one or more of these analysts
cease coverage of the Company or fail to regularly publish reports on us, we could lose visibility in the financial markets, which could cause our stock price
and the price of the warrants to decline or the trading volume of such securities to decline.
We are subject to anti-takeover provisions in our amended and restated certificate of incorporation, our amended and restated bylaws and under
Delaware law that could delay or prevent an acquisition of the Company, even if the acquisition would be beneficial to our stockholders.
Provisions in our amended and restated certificate of incorporation and our amended and restated bylaws may delay or prevent an acquisition of the
Company. Among other things, our amended and restated certificate of incorporation and amended and restated bylaws provide for a board of directors that is
divided into three classes with staggered three-year terms, provide that all stockholder action must be effected at a duly called meeting of the stockholders and
not by a consent in writing, and further provide that only our board of directors may call a special meeting of the stockholders. These provisions may also
frustrate or prevent any attempts by our stockholders to replace or remove our current management by making it more difficult for stockholders to replace
members of our board of directors, who are responsible for appointing the members of our management team. Furthermore, because we are incorporated in
Delaware, we are governed by the provisions of Section 203 of the Delaware General Corporation Law, which prohibits, with some exceptions, stockholders
owning in excess of 15% of our outstanding voting stock from merging or combining with us. Finally, our charter documents establish advance notice
requirements for nominations for election to our board of directors and for proposing matters that can be acted upon at stockholder meetings. Although we
believe these provisions together provide an opportunity to receive higher bids by requiring potential acquirers to negotiate with our board of directors, they
would apply even if an offer to acquire the Company may be considered beneficial by some stockholders.
Item 1B.
Unresolved Staff Comments
None.
Item 2.
Properties
Our corporate headquarters and research and development laboratories, included in our Gevo, Inc. segment, are located in Englewood, Colorado. In
January 2016, we amended our lease to extend the term until July 2021 and to reduce the amount of leased space from 29,865 square feet to approximately
19,241 square feet, effective July 2016. We believe that the facility with the reduced
46
square footage will be adequate for our needs for the immediate future and that, should it be needed, additional space can be leased to accommodate any
future growth.
Our subsidiary, Luverne, included in our Gevo Development/Luverne segment, owns and operates an ethanol and isobutanol production facility in
Luverne, Minnesota on approximately 55 acres of land and contains approximately 50,000 square feet of building space. The production facility was
originally constructed in 1998. The land and buildings are owned by Luverne, which granted to Whitebox a mortgage lien and security interest in such
property to secure its obligations under Whitebox Notes Indenture.
Item 3.
Legal Proceedings
From time to time, we have been and may again become involved in legal proceedings arising in the ordinary course of our business. We are not
presently a party to any litigation that we believe to be material and we are not aware of any pending or threatened litigation against us that we believe could
have a material adverse effect on our business, operating results, financial condition or cash flows.
Item 4.
Mine Safety Disclosures
Not Applicable.
47
PART II
Item 5.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market for
Common Stock
The Company's common stock is listed on the NASDAQ Capital Market under the symbol 'GEVO'.
The following table sets forth, for the period indicated, the high and low sales prices for our common stock, as reported by the NASDAQ Stock
Market, for the periods indicated below. The table below has been adjusted to reflect the January 5, 2017 one-for-twenty reverse stock split.
First Quarter
Second Quarter
Third Quarter
Fourth Quarter
Holders of Record
Common Stock
2017
2016
High
Low
High
Low
$
$
4.09
1.13
0.81
0.72
$
0.93
0.58
0.56
0.59
$
13.33
19.19
16.00
9.63
5.20
4.46
9.11
3.46
As of March 6, 2018, there were approximately 30 holders of record of our common stock. We believe that the number of beneficial owners is
substantially greater than the number of record holders because a large portion of our common stock is held of record through brokerage firms in “street
name.”
Dividends
No cash dividends have been paid on our common stock to date, nor do we anticipate paying dividends in the foreseeable future. Any future
determination to declare cash dividends on our common stock will be made at the discretion of our Board of Directors, subject to compliance and limitations
under our debt arrangements.
Performance Graph
Set forth below is a graph comparing the annual change in the cumulative total return of Gevo’s common stock with the cumulative total return of the
Standard & Poor’s SmallCap 600 Value Index and with the NASDAQ Clean Edge Green Energy Index over the period from the initiation of public trading of
the Company’s common stock in December 31, 2011 through December 31, 2017.
It is assumed in the graph that $100 was invested (i) in our common stock; (ii) in the stocks of the companies in the Standard & Poor’s SmallCap 600
Value Index; and (iii) in the stocks of the NASDAQ Clean Edge Green Energy Index.
48
The stock price performance shown on the following graph is not indicative of future price performance
Recent Sales of Unregistered Securities; Use of Proceeds from Registered Securities
None.
Purchases of Equity Securities by the Issuer
None.
Item 6.
Selected Financial Data
The following selected historical consolidated financial data should be read together with our consolidated financial statements and the accompanying
notes appearing in Part II, Item 8 of this Report, and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” The
selected historical consolidated financial data in this section is not intended to replace our historical consolidated financial statements and the accompanying
notes. Our historical results are not necessarily indicative of our future results.
We derived the consolidated statements of operations data for the years ended December 31, 2017, 2016, and 2015 and the consolidated balance sheet
data as of December 31, 2017 and 2016 from our audited consolidated financial statements in Part II, Item 8 of this Report. The consolidated statements of
operations data for the years ended December 31, 2013 and 2012 and the consolidated balance sheet data as of December 31, 2014, 2013 and 2012 has been
derived from our audited consolidated financial statements not included in this Report. The data should be read in conjunction with the consolidated financial
statements, related notes, and other financial information included herein.
49
On December 21, 2016, the Board of Directors of the Company approved a reverse split of the Company’s common stock, par value $0.01, at a ratio of
one-for-twenty. This reverse stock split became effective on January 5, 2017 and, unless otherwise indicated, all share amounts, per share data, share prices,
exercise prices and conversion rates set forth in these notes and the accompanying consolidated financial statements have, where applicable, been adjusted
retroactively to reflect this reverse stock split.
(In thousands except share and per share amounts)
Consolidated statement of operations data:
Total revenue (1) (2) (3)
Costs of goods and corn sold
Operating expenses
Loss from operations
Net loss (4) (5) (6) (7) (8) (9)
Net loss per share - basic and diluted
Weighted-average number of common shares
outstanding - basic and diluted
Consolidated balance sheet data:
Cash and cash equivalents
Total assets
Derivative warrant liability
Secured debt
2017 Notes recorded at fair value
2020 Notes, net
2022 Notes, net
Total liabilities
Accumulated deficit
Total stockholders’ equity
$
2017
27,536 $
38,165
12,653
(23,282)
(24,630)
(1.51)
Years Ended December 31,
2015
2016
2014
27,213 $
37,017
14,181
(23,985)
(37,228)
(9.68)
30,137 $
38,762
23,302
(31,927)
(36,194)
(51.61)
28,266 $
35,582
32,461
(39,777)
(41,145)
(153.35)
2013
8,224
17,913
45,826
(55,515)
(66,806)
(444.67)
16,295,937
3,847,421
701,252
268,308
150,239
$
2017
2016
As of December 31,
2015
2014
2013
11,553 $
88,853
1,951
-
-
13,491
515
25,322
(401,350)
63,531
27,888 $
112,324
2,698
-
25,769
-
8,221
43,060
(376,720)
69,264
$
17,031
102,831
10,493
483
21,565
-
14,341
54,505
(339,492)
48,326
$
6,359
98,928
3,114
773
25,460
-
13,679
51,964
(303,298)
46,964
24,625
116,355
7,243
10,127
-
-
14,501
45,380
(262,153)
70,975
(1)
(2)
Throughout 2013, we made modifications to our Luverne Facility designed to increase the isobutanol production rates. As a result, we produced very
limited quantities of isobutanol and no ethanol at the Luverne Facility in 2013.
In March 2014, we decided to leverage the flexibility of our GIFT™ technology and further modify the Luverne Facility in order to enable the
simultaneous production of isobutanol and ethanol, and in July 2014, we began more consistent co-production of isobutanol and ethanol at the Luverne
Facility, with one fermenter utilized for isobutanol production and three fermenters utilized for ethanol production.
(3) We recognized gains of $0.0 million, $0.0 million, $0.0 million, $3.5 million, and $3.1 million during the years ended December 31, 2017, 2016, 2015,
2014, and 2013, respectively, associated with a change in the fair value of the derivatives embedded in our 2022 Notes.
(4) We recognized gains of $5.1 million, $1.8 million, $0.6 million and $6.5 million during the years ended December 31, 2017, 2016, 2015 and 2014,
respectively, and a loss of $3.2 million during the year ended December 31, 2013 associated with a change in the fair value of Warrants to purchase our
common stock that were issued in February 2017, September 2016, April 2016, December 2015, May 2015, February 2015, August 2014, and
December 2013 in conjunction with our offering of common stock units.
(5) We recognized a loss of $0.3 million and $4.2 million during the years ended December 31, 2017 and 2016, respectively, and gains of $3.9 million and
$0.6 million during the years ended December 31, 2015 and 2014, respectively, associated with a change in the fair value of the 2017 Notes.
(6) We recognized a loss of $1.0 million and $0.8 million during the years ended December 31, 2017 and 2016, respectively, and a gain of $0.2 million
during the year ended December 31, 2015, no gain or loss during the year ended December 31, 2014 and a loss of $2.0 million during the year ended
December 31, 2013 associated with the exchange or conversion of our 2022 Notes.
(7) We recognized a loss of $0.0 million and $0.9 million during the years ended December 31, 2017 and 2016, respectively, and a gain of $1.8 million
during the year ended December 31, 2015 associated with the extinguishment of certain of our warrant liabilities.
(8) We recognized losses of $0.0 million, $1.5 million and $2.5 million during the years ended December 31, 2017, 2016 and 2015, respectively,
associated with issuances of equity in those years.
(9) We recognized a loss of $3.9 million related to the exchange of the 2017 notes to the 2020 notes during the year ended December 31, 2017.
50
The following table reflects our unaudited summarized quarterly consolidated financial statements for each of the twelve months ended December 31,
2017 and 2016. This information has been derived from unaudited consolidated financial statements that, in the opinion of management, include all recurring
adjustments necessary for a fair statement of such information (in thousands except share and per share amounts).
2017
Revenue
Gross loss
Loss from operations (1)
Gain (Loss) from change in fair value of derivative warrant
liability
Selling, general and administrative expense
Net loss
Net loss per share - basic and diluted
Weighted-average number of common shares outstanding - basic
and diluted
2016
Revenue
Gross loss
Loss from operations (1)
Gain (Loss) from change in fair value of derivative warrant
liability
Loss from change in fair value of 2017 Notes
Net loss
Net loss per share - basic and diluted
Weighted-average number of common shares outstanding - basic
and diluted
$
$
$
$
First
Second
Third
Fourth
Quarter
5,616 $
(3,792)
(7,182)
3,259
2,173
(5,934)
(0.51) $
7,542 $
(2,163)
(6,177)
2,260
2,123
(10,158)
(0.66) $
7,699 $
(2,010)
(5,113)
(413)
1,893
(4,153)
(0.25) $
6,679
(2,664)
(4,810)
(5)
1,282
(4,385)
(0.20)
11,584,595
15,372,485
16,508,158
21,606,051
First
Second
Third
Fourth
Quarter
6,320 $
(2,903)
(5,866)
5,248
(836)
(3,605)
(3.13) $
8,113 $
(1,876)
(5,492)
(10,573)
(940)
(21,487)
(8.75) $
6,944 $
(2,706)
(6,135)
1,154
(1,854)
(9,849)
(2.04) $
5,836
(2,319)
(6,492)
5,954
(573)
(2,287)
(0.33)
1,150,816
2,454,282
4,837,698
6,840,316
Loss from operations during 2017 and 2016 primarily relates to costs associated with conducting research and development, business
1)
development, business and financial planning, continued improvement of facilities and operations for the co-production of isobutanol and ethanol at the
Luverne Facility.
51
Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated
financial statements and related notes that appear elsewhere in this Annual Report on Form 10-K (this “Report”). In addition to historical financial
information, the following discussion contains forward-looking statements that involve risks and uncertainties. Our actual results may differ materially from
those discussed below. Factors that could cause or contribute to these differences include those discussed below and elsewhere in this Report, particularly in
“Risk Factors.”
Overview
We are a renewable chemicals and next generation biofuels company, targeting what we believe to be very large potential markets: that of low carbon
fuels and chemicals that can compete directly against petro-chemical products depending on the price of oil and value of carbon. Renewable fuels are one of
the few markets where the value for renewable carbon has already been established, particularly in the U.S. We believe that the demand for low carbon fuels,
chemicals, and plastics will continue and grow stronger over time. We believe that renewable carbon will eventually be valued in chemicals and plastics in
addition to fuels.
The challenges to displace petrochemical products with renewable products are enormous: (i) the products need to meet or exceed the stringent
performance requirements established by the incumbent products, (ii) the products need to be compatible with existing distribution infrastructure, (iii) the
products must be economical in the market place, and (iv) in most cases, the products must have a lower carbon footprint and improve the “sustainability” of
the business system. We believe we have viable technologies that produce products that address these challenges.
We have developed proprietary technology that uses a combination of synthetic biology, metabolic engineering, chemistry and chemical engineering to
make isobutanol and hydrocarbon products from isobutanol that can displace petrochemical incumbent products. We have been able to genetically engineer
yeast, whereby the yeast produces isobutanol from carbohydrates at costs that we believe to be commercially competitive once large production facilities are
deployed that will enable economies of scale to be reached. We have shown that the isobutanol production process works in full scale fermenter systems at
our production facility in Luverne, Minnesota (the “Luverne Facility”). We also have shown that our renewable isobutanol can be readily converted to
hydrocarbon products that address large markets. Specifically, our renewable alcohol-to-jet fuel (“ATJ”) has been approved for use in commercial aviation
and used multiple times for commercial flights. In addition, our renewable isobutanol is being used as a gasoline blendstock in the Houston area for on-road
vehicles as an ethanol-free fuel option for consumers. Our renewable isooctane meets the performance and specification requirements for use in chemicals
and fuels and is currently being used in the European Union. We believe that there is large potential to grow our business, through a combination of (i)
directly producing and selling our renewable isobutanol and related hydrocarbon products, and (ii) licensing our technology.
We believe that renewable isobutanol is a potentially valuable commercial product because of its versatility to address large markets either as a product
directly or as a key intermediate for producing renewable carbon alternatives to mainstream fuels such as jet fuel, gasoline, plastics such as PET, and various
other chemical products and materials. Isobutanol is a four-carbon alcohol that can be sold directly for use as a specialty chemical in the production of
solvents, paints and coatings, or more importantly from a market size and performance value-added point of view, as a gasoline blendstock. Because
isobutanol can be readily converted to hydrocarbon products such hydrocarbon fuels, including isooctane, isooctene and ATJ, lubricants, polyester, rubber,
plastics, fibers and other polymers, we believe that the addressable markets are very large; potentially being able to ultimately reach 40% of the global
petrochemicals markets depending on the price of oil and the value of renewable carbon.
2017 Production and Sales
During 2017, we produced 15.6 million gallons of ethanol, 47 thousand tons of animal feed, and 1,050 tons of corn oil resulting in revenue of $26.3
million. Consistent with our market development efforts, during 2017, we produced approximately 206,000 gallons of isobutanol at the Luverne
Facility. During 2017, we sold the equivalent of approximately 49,368 gallons of isobutanol, either directly as isobutanol or as renewable hydrocarbons (jet
fuel, isooctane and isooctene) resulting in revenue of $1.1 million.
As we continue our market development efforts and increase our isobutanol production levels at our Luverne Facility, there will likely continue to be a
mismatch in timing between isobutanol production and sales. As a result, at times we will likely build isobutanol inventory levels. Currently, our alcohol
storage capacity is limited at our Luverne Facility, and our isobutanol inventory, together with our ethanol inventory, may exceed such storage capacity. This
will cause us to seek other forms of storage, such as railcars, customer sites or investing in additional storage capabilities.
52
Market Development, Sales and Production Strategy for 2018
In 2018, we intend to continue to develop the markets for our isobutanol, jet fuel, isooctane, and other products made from isobutanol and
ethanol. Ultimately, our primary target is to enter into binding supply contracts for isobutanol and related hydrocarbon products that represent the majority of
the production volumes to be produced at the expanded Luverne Facility that we plan to construct (the “Luverne Facility Expansion”). The focus for market
development continues to be:
•
•
•
•
Isobutanol for the ethanol free gasoline market, primarily in Reformulated Gasoline or RFG areas. We plan to increase our distribution network,
and add additional regions, broadening our distribution footprint. The isobutanol in our inventory would be used in part to develop these sales.
Isooctane for gasoline and chemicals are expected to continue to be a priority. The vast majority of sales are expected to go into the European
Union. We expect that the demand for this product will continue to grow, and we may expand or modify the hydrocarbon demonstration plant at
South Hampton Resources in Silsbee, Texas to increase capacity for isooctane. We plan use the renewable isobutanol in inventory for the feedstock
for this product. We expect to continue to work on securing a set of offtake contracts that would support the Luverne Facility Expansion.
ATJ. We plan to sell ATJ for market development purposes and demonstrations. In certain niche markets, we may begin commercial sales,
depending on price and volumes that can be supported from the hydrocarbon demonstration plant at South Hampton Resources in Silsbee,
Texas. We expect to continue to work on securing a set of offtake contracts that would support the Luverne Facility Expansion.
In 2018, we expect to sell approximately 19 million gallons or more of ethanol, and approximately 56 thousand tons of its animal feed product. As
previously announced, in 2018, we expect to improve the cash flow out of the Luverne Facility by optimizing the ethanol production processes,
developing value added products for ethanol, animal feed, and corn oil produced at the Luverne Facility plant and further reducing the cost of the
Luverne Facility’s carbohydrates.
We expect to use our inventory of isobutanol to meet our market development needs in 2018. In 2017, we ran up an inventory of isobutanol. During the
production runs at the Luverne Facility in 2017, we also met our variable cost production targets for isobutanol. As previously disclosed, running isobutanol
at a scale of 1.5 MGPY, the current capacity of the Luverne Facility, costs us cash because not all of the fixed costs are covered given the relatively low run
rate. We are prepared to ramp-up isobutanol production in response to positive demand and price appreciation. We will be focused on developing markets
and generating cash using the current inventory. We expect to be selling isobutanol into the gasoline blendstock market, as well as selling isooctane, jet fuel
and other products made from inventoried isobutanol.
Path to Profitability
We believe that there are two paths by which we can become profitable. First, as described above, together with the initiatives to improve the cash
flow profile of our business in 2018 compared to 2017, we believe that by optimizing the Luverne Facility’s ethanol production processes, developing value
added products for ethanol and animal feed produced at the plant and further reducing the cost of the plant’s carbohydrate feedstock, we could become
profitable in the near future, independent of isobutanol production.
Second, we believe that we could become profitable if we are able to obtain binding offtake agreements for our isobutanol and related hydrocarbon
products that justify the Luverne Facility Expansion, along with adequate financing for such expansion, whereby we would convert the Luverne Facility
primarily to the production of isobutanol, with some percentage of such isobutanol volumes to be further processed into hydrocarbons such as ATJ and
isooctane.
Luverne Facility Update
In 2018, as previously announced, we expect to undertake initiatives to improve the profitability of the Luverne Facility.
We currently have five fermentation vessels at its Luverne Facility. Three fermentation vessels are made from carbon steel. Two fermentation
vessels are newer and made from stainless steel. The two stainless steel fermentation vessels and one of the three
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carbon steel fermentation vessels are expected to be used for ethanol production during 2018. The remaining two carbon steel fermentation vessels are not
expected to be needed for production in 2018. If we were to run isobutanol production in side by side mode of operation with ethanol production, we would
need one of the two other carbon steel fermentation vessels to be put back into operation, along with the other three fermentation vessels that we plan to use
for ethanol production during 2018.
During 2017, we hired a third-party engineering firm to test the structural integrity of the carbon steel fermentation vessels. The results of the
testing indicate that one of these fermentation vessels has at least one more year of life before needed repair, and the other one has approximately 2 months of
life remaining. If we were to start up and run isobutanol for an extended period of time, at least one of these carbon steel fermentation vessels would need to
be repaired prior to being put back into service. Repair costs are estimated to be approximately $250,000 per fermentation vessel.
Ultimately, we anticipate that as we build out, or expands the Luverne Facility to increase capacity, we might repair both carbon steel fermentation
vessels, and/or install additional fermentation vessels depending on the need for capacity for isobutanol and/or ethanol at that time.
NASDAQ Market Price Compliance
On June 21, 2017, we received a deficiency letter from the Listing Qualifications Department of the Nasdaq Stock Market, notifying us that, for the
prior 30 consecutive business days, the closing bid price of our common stock was not maintained at the minimum required closing bid price of at least $1.00
per share as required for continued listing on the Nasdaq Capital Market. In accordance with Nasdaq Listing Rules, we had an initial compliance period of
180 calendar days, to regain compliance with this requirement. On December 20, 2017, the Nasdaq Stock Market granted us an additional 180 calendar days,
or until June 18, 2018, to regain compliance. To regain compliance, the closing bid price of our common stock must be $1.00 per share or more for a
minimum of 10 consecutive business days at any time before June 18, 2018. The Nasdaq determination to grant the second compliance period was based on
our meeting of the continued listing requirement for market value of publicly held shares and all other applicable requirements for initial listing on the Nasdaq
Capital Market, with the exception of the bid price requirement, and our written notice of our intention to cure the deficiency during the second compliance
period by effecting a reverse stock split, if necessary.
Recent Highlights and Developments
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On February 8, 2018, we announced that we had strengthened our existing relationship with Musket Corporation, a national fuel distributor under
the umbrella of the Love’s Family of Companies, by amending our existing isobutanol supply agreement to provide Musket with the exclusive right
to sell our renewable isobutanol within a 300 mile radius of Houston, Texas. This agreement establishes a market region that encompasses Austin,
Dallas, Fort Worth, Oklahoma, Louisiana, as well as the majority of South and East Texas.
In January 2018, we entered into a private exchange agreement with a holder of our 7.5% convertible senior notes due July 2022 (the “2022
Notes”) to exchange the remaining $515,000 of outstanding principal amount of the 2022 Notes for 780,303 shares of our common stock. Upon
completion of this exchange, the 2022 Notes were satisfied in their entirety and there are no remaining obligations under the 2022 Notes.
On December 11, 2017, we announced that GE Aviation had commenced jet engine combustor component testing with a jet fuel comprised 100%
of our renewable ATJ. The testing is being performed as part of the Federal Aviation Authority’s (FAA) Continuous Lower Energy, Emissions and
Noise Program (CLEEN). CLEEN is the FAA’s principal environmental effort to accelerate the development of new aircraft, engine technologies,
and to advance sustainable alternative jet fuels, in conjunction with aviation industry leaders such as GE Aviation. Specifically, this testing is
designed to enable the greater displacement of petroleum-based jet fuel by bio-based alternative products. Bio-based hydrocarbon fuels have
similar performance characteristics to the petroleum-based fuels used today, albeit with reductions in particulate matter and other air quality related
emissions. Some bio-based jet fuels, such as our ATJ, have the potential to improve performance, such as providing greater energy density which
translates into better mileage.
On November 8, 2017, we announced that our ATJ derived from renewable isobutanol was used by nine airlines for Fly Green Day, sponsored by
the O’Hare Fuel Committee, at Chicago O’Hare International Airport. This event was the first time renewable jet fuel has been supplied at Chicago
O’Hare using the existing airport fueling infrastructure, such as pipelines, terminals and tankage. To date, airlines and airports have generally relied
on alternative means of supplying renewable jet fuel to the wing, usually trucking jet fuel on site for blending and fueling. For Fly Green Day, Air
BP blended Gevo’s ATJ with regular fossil-based Jet A fuel, certified its quality and then supplied its customers through the airport’s main fuel
hydrant system. Airlines that participated in Fly Green Day included Lufthansa, United Airlines, Etihad, Cathay Pacific Airways, Emirates, Japan
Airlines, Korean Air, Atlas Air and FedEx.
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On October 9, 2017, we announced that the U.S. Department of Energy’s Chemical Catalysis for Bioenergy Consortium (ChemCatBio) had
awarded funding to Los Alamos National Laboratory, National Renewable Energy Laboratory, Argonne National Laboratory and Oak Ridge
National Laboratory in support of two collaboration projects with us. The first project is focused on improving the energy density of certain of our
hydrocarbon products, such as its alcohol-to-jet-fuel (ATJ), to meet product specifications for tactical missile fuels, which are currently purchased
by the US Department of Defense (DoD). The goal of the second project is to fine-tune the composition of the catalyst used in our proprietary
Ethanol-to-Olefins (ETO) process, in order to improve performance and accelerate scale-up efforts.
On October 3, 2017, we announced that we expect to supply our renewable ATJ to the Virgin Australia Group, a leading Australian airline
group. The Virgin Australia Group will be responsible for coordinating the purchase, supply and blending of the ATJ into the fuel supply system at
Brisbane Airport in Queensland, Australia. Our ATJ is expected to be blended with traditional jet fuel and supplied on flights departing Brisbane
Airport, including Virgin Australia flights. The Queensland government is supporting the arrangement as a first step in the development of a
renewable jet fuel production industry in the state. Queensland is looking to leverage carbohydrate-based feedstocks, abundant to its local
agricultural sector, to support the build-out of renewable jet fuel production plants in the future. We are well positioned to play a role in this growth,
as we believe our ATJ is cost advantaged in comparison to other renewable jet alternatives derived from carbohydrate-based feedstocks.
In September 2017, our Board of Directors approved voluntarily reductions of the exercise price of a portion of the Series M Warrants exercisable
into 3,945,000 shares of our common stock from an exercise price of $2.35 per share of common stock to $0.60 per share of common stock. In
October, our Board of Directors approved voluntarily reductions of the exercise price of a portion of the Series M Warrants exercisable into
1,185,000 shares of the Company’s common stock from an exercise price of $2.35 per share of common stock to $0.65 per share of common stock,
and Series M Warrants exercisable into 300,000 shares of the Company’s common stock from an exercise price of $2.35 per share of common
stock to $0.60 per share of common stock. In September and October 2017, all 5,430,000 of these Series M Warrants were exercised, resulting in
proceeds to the Company of approximately $3.3 million.
On July 25, 2017, we announced, in conjunction with Praj Industries Ltd. (“Praj”) that our proprietary isobutanol technology will now be available
for licensing to processors of sugar cane juice and molasses. This follows on the back of Praj’s development work, adapting our technology to
sugar cane and molasses feedstocks. A Joint Development Agreement and a Development License Agreement were entered into between Praj and
us in November 2015. The goal of these agreements was for Praj to adapt our isobutanol technology to using non-corn based sugars and
lignocellulose feedstocks. In the first phase of development, Praj worked with our technology using sugar cane and molasses feedstocks, developed
a process design package that will now be offered for commercialization to cane juice and molasses-based ethanol plants, as licensees of our
isobutanol technology. Licensing is expected to be focused on Praj plants located in India, South America and South East Asia, with initial capacity
targeted to come on-line in the 2019/2020 timeframe.
On June 20, 2017, we announced that WB Gevo, Ltd. (the “Holder”), the holder of the Company’s issued and outstanding Senior Secured
Convertible Notes, due June 23, 2017 (the “2017 Notes”), exchanged (the “Exchange”) all $16.5 million of the existing 2017 Notes for $16.5
million of our newly created 12.0% Convertible Senior Secured Notes due March 15, 2020 (the “2020 Notes”).
On June 9, 2017, we entered into a private exchange agreement with a holder of our 2022 Notes to exchange an aggregate of $485,000 in principal
amount of 2022 Notes for an aggregate of 736,671 shares of common stock. On July 3, 2017, we repurchased $175,000 of its outstanding 7.5%
convertible senior notes due July 2022 (the “2022 Notes”) pursuant to a one-time repurchase option under the 2022 Notes.
In May 2017, we signed a supply agreement with HCS Holding GmbH (HCS) to supply isooctane under a five-year offtake agreement. HCS is a
manufacturer of specialty products and solutions in the hydrocarbons sector, operating under such brands as Haltermann Carless. In the first phase
of the supply agreement, HCS will purchase isooctane produced at our demonstration hydrocarbons plant located in Silsbee, Texas, commencing in
May 2017. The pricing is fixed over the first phase and Gevo estimates that this could generate up to $2-3 million of gross revenue per year. In the
second phase of the supply agreement, HCS agreed to purchase 300,000 gallons of isooctane per year, with an option to purchase an additional
100,000 gallons of isooctane per year, under a five-year offtake arrangement upon commencement of production at our first commercial
hydrocarbon facility. The supply agreement contains a pricing formula which is intended to provide us a fixed margin. We expect to supply this
isooctane from its first commercial hydrocarbons facility, which is likely to be built at the Luverne Facility (the “Luverne Facility Expansion”).
On February 23, 2017, we paid down the principal balance on the 2017 Notes with 15% of the net proceeds from the offering referred to
immediately above, along with the $8.0 million in prepayments under the supplemental indenture, for an aggregate total payment of $9.6 million,
which reduced the principal balance on the 2017 Notes to approximately $16.5 million.
In February 2017, we sold 5,680,000 Series G units, with each Series G unit consisting of one share of common stock, a Series K warrant to
purchase one share of common stock and a Series M warrant to purchase one share of common stock, at a public offering price of $1.90 per Series
G unit. We also sold 570,000 Series H units, with each Series H unit consisting of a
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pre-funded Series L warrant to purchase one share of common stock, a Series K warrant to purchase one share of common stock and a Series M
warrant to purchase one share of common stock, at a public offering price of $1.89 per Series H unit. The Series K warrants have an exercise price
of $2.35 per share, are exercisable beginning the date of original issuance and will expire on February 17, 2022. The Series L warrants have an
exercise price of $1.90 per share, which are pre-paid upon issuance, except for a nominal exercise price of $0.01 per share and, consequently, no
additional payment or other consideration (other than the nominal exercise price of $0.01 per share) will be required to be delivered to us by the
holder upon exercise of the Series L warrants. The Series L warrants will be exercisable from the date of original issuance and will expire on
February 17, 2018. The Series M warrants will have an exercise price of $2.35 per share, are exercisable beginning on the date of original issuance
and will expire on November 17, 2017. The shares of common stock and the warrants are immediately separable and were issued separately. The
gross proceeds to us from this offering were approximately $11.9 million, not including any future proceeds from the exercise of the warrants.
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Effective January 5, 2017, we effected a one-for-twenty reverse split of the Company’s issued and outstanding common stock (the “Reverse Stock
Split”). Upon the effectiveness of the stock split, every twenty shares of the Company’s common stock issued and outstanding were automatically
combined into one share of common stock, without any change in the par value per share.
Debt Maturities and Exchanges
In June 2017, we issued our 12% convertible senior secured notes due 2020 (the “2020 Notes”) in exchange for our outstanding 12.0% convertible
senior secured notes due 2017 (“2017 Notes”). As of December 31, 2017, the outstanding principal on our 2020 Notes was $16.7 million
Notes are scheduled to mature on March 15, 2020.
. The 2020
In January 2018, we entered into a private exchange agreement with a holder of our 2022 Notes to exchange the remaining $515,000 of outstanding
principal amount of the 2022 Notes for 780,303 shares of our common stock. Upon completion of this exchange, the 2022 Notes were satisfied in their
entirety and there are no remaining obligations under the 2022 Notes.
Financial Condition
For the year ended December 31, 2017, we incurred a consolidated net loss of $24.6 million and had an accumulated deficit of $401.4 million. Our
cash and cash equivalents at December 31, 2017 totaled $11.5 million which is primarily being used for the following: (i) operating activities of our Luverne
Facility; (ii) operating activities at our corporate headquarters in Colorado, including research and development work; (iii) capital improvements primarily
associated with the Luverne Facility; (iv) costs associated with optimizing isobutanol production technology; and (v) debt service obligations.
The continued operation of our business is dependent upon raising additional capital through future public and private equity offerings, debt
financings or through other alternative financing arrangements. In addition, successful completion of our research and development programs and the
attainment of profitable operations are dependent upon future events, including our ability to raise sufficient capital to expand our commercial production
facility, completion of our development activities resulting in sales of isobutanol or isobutanol-derived products and/or technology, achieving market
acceptance and demand for our products and services and attracting and retaining qualified personnel.
We expect to incur future net losses as we continue to fund the development and commercialization of our products and product candidates. We
have primarily relied on raising capital to fund our operations and debt service obligations by issuing common stock and warrants in underwritten public
offerings. Those issuances have caused significant dilution to our existing stockholders. While we have sought, and will continue to seek, other, less dilutive
forms financing to fund our operations and debt service obligations, there is no assurance that we will be successful in doing so.
Based on our current operating plan, existing working capital at December 31, 2017 was not sufficient to meet the cash requirements to fund
planned operations through the period that is one year after the date our 2017 financial statements are issued unless we are able to raise additional capital to
fund operations. Our audited financial statements for the year ended December 31, 2017, were prepared under the assumption that we would continue our
operations as a going concern. Our independent registered public accounting firm for the year ended December 31, 2017 included a “going concern”
emphasis of matter paragraph in its report on our financial statements as of, and for the year ended, December 31, 2017. These conditions raise substantial
doubt about our ability to continue as a going concern. Our inability to continue as a going concern may potentially affect our rights and obligations under our
debt obligations.
Our transition to profitability is dependent upon, among other things, the successful development and commercialization of our products and
product candidates, the achievement of a level of revenues adequate to support our cost structure and securing sufficient financing for the build-out and
Retrofit of the Luverne Facility or a facility at another suitable location. We may never achieve profitability or generate positive cash flows, and unless and
until we do, we will continue to need to raise additional cash. We intend to fund future operations through additional private and/or public offerings of debt or
equity securities. In addition, we may seek additional capital through arrangements with strategic partners or from other sources, may seek to restructure our
debt and we will continue to address our cost structure. 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.
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Results of Operations
Comparison of the years ended December 31, 2017 and 2016 (in thousands)
Revenue and cost of goods sold
Ethanol sales and related products, net
Hydrocarbon revenue
Grant and other revenue
Total revenues
Cost of goods sold
Gross loss
Operating expenses
Research and development expense
Selling, general and administrative expense
Total operating expenses
Loss from operations
Other (expense) income
Interest expense
Loss on exchange or conversion of debt
Loss on extinguishment of warrant liability
Gain from change in fair value of derivative warrant liability
Gain from change in fair value of 2020 Notes embedded derivative
Loss from change in fair value of 2017 Notes
Loss on issuance of equity
Other income
Total other (expense) income
$
Years Ended December 31,
2016
2017
Change
$
26,279
1,029
228
27,536
38,165
(10,629)
5,182
7,471
12,653
24,613 $
1,929
671
27,213
37,017
(9,804)
5,216
8,965
14,181
(23,282)
(23,985)
(2,951)
(4,933)
-
5,101
1,751
(339)
-
23
(1,348)
(7,837)
(763)
(918)
1,783
-
(4,204)
(1,519)
215
(13,243)
1,666
(900)
(443)
323
1,148
(825)
(34)
(1,494)
(1,528)
703
4,886
(4,170)
918
3,318
1,751
3,865
1,519
(192)
11,895
Net loss
$
(24,630)
$
(37,228) $
12,598
Revenues. During the twelve months ended December 31, 2017, we recognized revenue of $26.3 million associated with the sale of 15.6 million
gallons of ethanol, as well as isobutanol and related products, an increase of $1.7 million from the twelve months ended December 31, 2016 primarily related
to increased production at the Luverne Facility. Hydrocarbon revenue decreased during the 12 months ended December 31, 2017 primarily as a result of
lower shipments of finished products from our demonstration plant located at the South Hampton Facility. Hydrocarbon revenues are comprised of ATJ,
isooctane and isooctene sales. Grant and other revenue was $0.2 million during the 12 months ended December 31, 2017, down $0.4 million on as compared
to the same period in 2016, primarily as a result of the Company’s contract with the Northwest Advanced Renewables Alliances ending in 2017.
Cost of goods sold. Our cost of goods sold during the twelve months ended December 31, 2017 included $32.0 million associated with the production
of ethanol, isobutanol and related products and $6.2 million in depreciation expense. Cost of goods sold increased during the twelve months ended December
31, 2017 primarily due to increased production of ethanol as compared to the prior year.
Research and development expense. Research and development expenses decreased during the twelve months ended December 31, 2017 primarily due
to a $0.3 million decrease in depreciation expenses.
Selling, general and administrative expense. The decrease in selling, general and administrative expenses during the twelve months ended December
31, 2017 primarily resulted from decreases of $0.6 million in salary related expenses, $0.2 million in legal expenses, and $0.5 million in consulting expenses.
57
Loss on exchange or conversion of debt. During the twelve months ended December 31, 2017, we incurred a loss of $0.9 million resulting from the
exchange of a portion of our 2022 Notes for our common stock and a $3.9 million loss on the exchange of our 2017 Notes for our 2020 Notes.
Gain from change in fair value of derivative warrant liability. In December 2013, August 2014, February 2015, May 2015, December 2015, April
2016, September 2016 and February 2017, we issued warrants to purchase our common stock which are recorded at fair value each reporting period. During
the twelve months ended December 31, 2017, the estimated fair value of the derivative warrant liability decreased primarily due to a decline in the price of
our common stock, and as a result, the Company reported a $5.1 million gain for 2017.
Gain from change in fair value of 2020 Notes embedded derivative. During the twelve months ended December 31, 2017, the estimated fair value of
the 2020 Notes embedded derivative liability decreased, resulting in a non-cash gain of $1.8 million primarily due to the decrease in the price of the
Company’s stock from the June 20, 2017 issuance date.
Loss from change in fair value of the 2017 Notes. During the twelve months ended December 31, 2017, we reported a $0.3 million loss associated with
the increase in fair value of the 2017 Notes, primarily as a result of the decrease in the time to maturity during the period of time the 2017 Notes were still
outstanding in 2017.
Comparison of the years ended December 31, 2016 and 2015 (in thousands)
Revenue and cost of goods sold
Ethanol sales and related products, net
Hydrocarbon revenue
Grant and other revenue
Total revenues
Cost of goods sold
Gross loss
Operating expenses
Research and development expense
Selling, general and administrative expense
Total operating expenses
Loss from operations
Other (expense) income
Interest expense
(Loss)/Gain on exchange or conversion of debt
(Loss)/Gain on extinguishment of warrant liability
Gain from change in fair value of derivative warrant liability
(Loss)/Gain from change in fair value of 2017 Notes
Loss on issuance of equity
Other income
Total other (expense) income
Years Ended December 31,
2015
2016
Change
$
$
24,613
1,929
671
27,213
37,017
(9,804)
5,216
8,965
14,181
27,125 $
1,694
1,318
30,137
38,762
(8,625)
6,610
16,692
23,302
(23,985)
(31,927)
(7,837)
(763)
(918)
1,783
(4,204)
(1,519)
215
(13,243)
(8,243)
232
1,775
577
3,895
(2,523)
20
(4,267)
(2,512)
235
(647)
(2,924)
(1,745)
(1,179)
(1,394)
(7,727)
(9,121)
7,942
406
(995)
(2,693)
1,206
(8,099)
1,004
195
(8,976)
Net loss
$
(37,228)
$
(36,194) $
(1,034)
Revenues. During the twelve months ended December 31, 2016, we recognized revenue of $24.6 million associated with the sale of 14.2 million
gallons of ethanol, as well as isobutanol and related products, a decrease of $2.5 million from the twelve months ended December 31, 2015 primarily related
to decreased production at the Luverne Facility. Hydrocarbon revenue increased during the twelve months ended December 31, 2016 primarily as a result of
increased shipments of isooctane and isooctene during the year.
58
Cost of goods sold. Our cost of goods sold during the twelve months ended December 31, 2016 included $31.0 million associated with the production
of ethanol, isobutanol and related products and $6.0 million in depreciation expense. Cost of goods sold decreased during the twelve months ended December
31, 2016 primarily due to decreased production of ethanol as compared to the prior year.
Research and development expense. Research and development expenses decreased during the twelve months ended December 31, 2016 primarily
due to a $1.3 million decrease in employee compensation expense.
Selling, general and administrative expense. The decrease in selling, general and administrative expenses during the twelve months ended December
31, 2016 primarily resulted from decreases of $1.5 million in employee compensation expense, $6.9 million in professional and legal expenses, partially
offset by an increase in $0.6 million in other general expenses, including costs associated with restructuring of the Company’s debt obligations.
Gain / (Loss) on exchange or conversion of debt. During the twelve months ended December 31, 2016, we incurred a loss of $0.8 million resulting
from the exchange of a portion of our 2022 Notes for our common stock.
Loss on extinguishment of warrant liability. During the twelve months ended December 31, 2016, we incurred a loss of $0.9 million resulting from
exercises of warrants to purchase our common stock. This is the result of the fair value of the derivative warrant liability for the warrants and the cash
received being less than the fair value of the shares issued upon exercise.
Gain (loss) from change in fair value of derivative warrant liability. In December 2013, August 2014, February 2015, May 2015, December 2015,
April 2016 and September 2016, we issued warrants to purchase our common stock which are recorded at fair value each reporting period. During the twelve
months ended December 31, 2016, the estimated fair value of the derivative warrant liability decreased primarily due to a decline in the price of our common
stock, and as a result, the Company reported a $1.8 million gain for 2016.
Gain (Loss) from change in fair value of the 2017 Notes. During the twelve months ended December 31, 2016, we reported a $4.2 million loss
associated with the increase in fair value of the 2017 Notes, primarily as a result of the decrease in the time to maturity during the twelve-months-ended
December 31, 2016.
Loss on issuance of equity. During the twelve months ended December 31, 2016, we reported a $1.5 million loss associated with the April 2016 equity
issuance primarily as a result of the estimated fair value of the common stock and warrants issued being greater than the consideration received in exchange.
Revenues, Cost of Goods Sold and Operating Expenses
Revenues
During 2017, 2016 and 2015, we generated revenue primarily from: (i) the sale of ethanol, isobutanol and related products; (ii) hydrocarbon sales
consisting primarily of the sale of biojet fuel, isooctane and bio-PX derived from our isobutanol for purposes of certification and testing; and (iii) government
grants and research and development programs.
Cost of Goods Sold and Gross Loss
Our cost of goods sold during the years ended December 31, 2017, 2016 and 2015 primarily includes costs directly associated with ethanol production
and initial operations for the production of isobutanol at the Luverne Facility such as costs for direct materials, direct labor, depreciation, other operating costs
and certain plant overhead costs. Direct materials include corn feedstock, denaturant and process chemicals. Direct labor includes compensation of personnel
directly involved in production operations at the Luverne Facility. Other operating costs include utilities and natural gas usage.
Our gross loss is defined as our total revenues less our cost of goods sold.
Research and Development
Our research and development costs consist of expenses incurred to identify, develop and test our technologies for the production of isobutanol and the
development of downstream applications thereof. Research and development expenses include personnel costs (including stock-based compensation),
consultants and related contract research, facility costs, supplies, depreciation and amortization expense on property, plant and equipment used in product
development, license fees paid to third parties for use of their intellectual property and patent rights and other overhead expenses incurred to support our
research and development programs.
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Research and development expenses also include upfront fees and milestone payments made under licensing agreements and payments for sponsored research
and university research gifts to support research at academic institutions.
Selling, General and Administrative
Selling, general and administrative expenses consist of personnel costs (including stock-based compensation), consulting and service provider
expenses (including patent counsel-related costs), legal fees, marketing costs, corporate insurance costs, occupancy-related costs, depreciation and
amortization expenses on property, plant and equipment not used in our product development programs or recorded in cost of goods sold, travel and
relocation expenses and hiring expenses.
We also record selling, general and administrative expenses for the operations of the Luverne Facility that include administrative and oversight
expenses, certain personnel-related expenses, insurance and other operating expenses.
Liquidity and Capital Resources
Since our inception in 2005, we have devoted most of our cash resources to manufacturing, research and development and selling, general and
administrative activities related to the commercialization of isobutanol, as well as related products from renewable feedstocks. We have incurred losses since
inception and expect to incur losses through at least 2020. We have financed our operations primarily with proceeds from multiple sales of equity and debt
securities, borrowings under debt facilities and product sales.
The continued operation of our business is dependent upon raising additional capital through future public and private equity offerings, debt financings
or through other alternative financing arrangements. In addition, successful completion of our research and development programs and the attainment of
profitable operations are dependent upon future events, including our ability to raise sufficient capital to expand our commercial production facility,
completion of our development activities resulting in sales of isobutanol or isobutanol-derived products and/or technology, achieving market acceptance and
demand for our products and services and attracting and retaining qualified personnel.
We expect to incur future net losses as we continue to fund the development and commercialization of our products and product candidates. We have
primarily relied on raising capital to fund our operations and debt service obligations by issuing common stock and warrants in underwritten public
offerings. Those issuances have caused significant dilution to our existing stockholders. While we have sought, and will continue to seek, other, less dilutive
forms financing to fund our operations and debt service obligations, there is no assurance that we will be successful in doing so.
Based on our current operating plan, existing working capital at December 31, 2017 was not sufficient to meet the cash requirements to fund planned
operations through the period that is one year after the date our 2017 financial statements are issued unless we are able to raise additional capital to fund
operations. These conditions raise substantial doubt about our ability to continue as a going concern. Our inability to continue as a going concern may
potentially affect our rights and obligations under our debt obligations.
Our transition to profitability is dependent upon, among other things, the successful development and commercialization of our products and product
candidates, the achievement of a level of revenues adequate to support our cost structure and securing sufficient financing for the build-out and Retrofit of the
Luverne Facility or a facility at another suitable location. We may never achieve profitability or generate positive cash flows, and unless and until we do, we
will continue to need to raise additional cash. We intend to fund future operations through additional private and/or public offerings of debt or equity
securities. In addition, we may seek additional capital through arrangements with strategic partners or from other sources, may seek to restructure our debt
and we will continue to address our cost structure. Notwithstanding, there can be no assurance that we will be able to raise additional funds, or achieve or
sustain profitability or positive cash flows from operations.
The following table sets forth the major sources and uses of cash for each of the periods set forth below (in thousands):
Net cash used in operating activities
Net cash used in investing activities
Net cash provided by financing activities
Operating Activities
Year Ended December 31,
2017
2016
$
(20,626) $
(1,906)
6,197
(20,516)
(5,938)
37,311
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 for licensing of technology, legal-related costs and expenses
60
for the production of isobutanol, ethanol and related products, logistics and further processing of ethanol and isobutanol at the Luverne Facility and for the
operation of our hydrocarbon demonstration production facility.
During the year ended December 31, 2017, we used $20.6 million in cash for operating activities due to a net loss of $24.6 million, excluding the
impact of $6.4 million in non-cash expenses, and $2.4 million net cash used associated with an increase in working capital primarily a result of a pay down of
accounts payable coupled with an increase in both accounts receivable and inventory.
During the year ended December 31, 2016, we used $20.5 million in cash for operating activities due to a net loss of $37.3 million, offset by the
impact of $17.2 million in non-cash expenses, and $0.5 million net cash used due to an increase in working capital primarily as a result of the pay down of
accounts payable coupled with an increase in accounts receivable.
Investing Activities
During the year ended December 31, 2017, we use
d $1.9 million in cash for investing activities related to capital expenditures at out Luverne
Facility.
During the year ended December 31, 2016, we used $5.9 million in cash for investing activities, all of which was related to capital expenditures at our
Luverne Facility.
Financing Activities
During the year ended December 31, 2017, we generated $6.2 million in cash from financing activities primarily related to the $11.0 million in
proceeds from issuance of common stock, the $2.6 million release of restricted cash, and the $3.4 million in proceeds from the exercise of warrants, These
gains in cash were offset by $9.8 million in principal payments to Whitebox, and $1.1 million in equity and debt offering costs.
During the year ended December 31, 2016, we accumulated $37.3 million in cash from financing activities primarily related to the net proceeds from
public offerings of common stock in April, June, and September 2016 offset by our pay down of the remaining balance of our secured long-term debt in
September 2016.
2020 Notes
On April 19, 2017, we entered into the Purchase Agreement with the Holder of the 2017 Notes, and Whitebox Advisors LLC, in its capacity as
representative of the Holder (“Whitebox”). Pursuant to the terms of the Purchase Agreement, the Holder, subject to certain conditions, including approval of
the transaction by our stockholders (which was received on June 15, 2017), agreed to exchange all of the outstanding principal amount of the 2017 Notes for
an equal principal amount of our newly created 2020 Notes, plus an amount in cash equal to the accrued and unpaid interest (other than interest paid in kind)
on the 2017 Notes (the “Exchange”). As noted above, on June 20, 2017, we completed the Exchange, terminated the 2017 Notes Indenture and cancelled the
2017 Notes. As of December 31, 2017, the outstanding principal on the 2020 Notes was $16.7 million, including paid-in-kind interest.
The 2020 Notes will mature on March 15, 2020. The 2020 Notes bear interest at a rate equal to 12% per annum (with 2% potentially payable as PIK
Interest (as defined and described below) at our option), payable on March 31, June 30, September 30, and December 31 of each year. Under certain
circumstances, we have the option to pay a portion of the interest due on the 2020 Notes by either (a) increasing the principal amount of the 2020 Notes by
the amount of interest then due or (b) issuing additional 2020 Notes with a principal amount equal to the amount of interest then due (interest paid in the
manner set forth in (a) or (b) being referred to as “PIK Interest”).
The 2020 Notes are convertible into shares of our common stock, subject to certain terms and conditions. The initial conversion price of the 2020
Notes is equal to $0.7359 per share of common stock, or 1.3589 shares of common stock per $1 principal amount of 2020 Notes (the “Conversion Price”). In
addition, upon certain equity financing transactions by us, the Holders will have a one-time right to reset the Conversion Price (the “Reset Provision”) (i) in
the first ninety (90) days following the Exchange Date, at a 25% premium to the common stock price in the equity financing and (ii) after ninety (90) and to
and including one hundred eighty (180) days following the closing of the Exchange, at a 35% premium to the common stock share price in the equity
financing. Following an exercise of the Reset Provision, the Holders will also have a right to consent to certain equity financings by us during the one
hundred eighty (180) days following the closing of the Exchange.
See Note 8, Debt, to our consolidated financial statements included herein for further discussion of the 2020 Notes.
61
2022 Notes
In July 2012, we sold $45.0 million in aggregate principal amount of 2022 Notes, for net proceeds of $40.9 million, after accounting for $2.7 million
and $1.4 million of cash discounts and issue costs, respectively. The 2022 Notes bear interest at 7.5% which is to be paid semi-annually in arrears on
January 1 and July 1 of each year commencing on January 1, 2013. As a result of certain conversion and exchanges, the principal balance of the 2022 Notes
was $515,000 as of December 31, 2017.
In the first quarter of 2018, we issued 780,303 shares in exchange for the redemption of the remaining $515,000 in outstanding 2022 Notes. As a
result of this exchange, all obligations under the 2022 Notes have been fully satisfied.
Contractual Obligations and Commitments
The following summarizes the future commitments arising from our contractual obligations at December 31, 2017 (in thousands).
Principal debt payments (1)
Interest payments on debt (2)
Operating leases (3)
Insurance and Maintenance
Total
Less than 1
year
1-3 years
4 - 5 years
Thereafter (4)
Total
$
$
- $
1,717
1,421
223
3,361 $
17,408 $
2,155
1,302
-
20,865 $
- $
77
200
-
277 $
515 $
-
-
-
515 $
17,923
3,949
2,923
223
25,018
(1)
(2)
(3)
(4)
Principal debt payments include the principal amounts of the outstanding 2020 Notes and 2022 Notes.
Interest payments due to holders of the 2020 Notes and 2022 Notes.
Commitments for operating leases primarily relate to our leased facility in Englewood, Colorado and our lease for rail cars for ethanol and isobutanol
shipments.
In January 2018, the Company exchanged the remaining $0.5 million of outstanding 2022 Notes for common stock.
The table above reflects only payment obligations that are fixed and determinable. The above amounts exclude potential payments to be made under
our license and other agreements that are based on the achievement of future milestones or royalties on product sales.
Off-Balance Sheet Arrangements
As of December 31, 2017, we did not have any off-balance sheet arrangements, or relationships with unconsolidated entities, such as entities often
referred to as structured finance or special purpose entities, established for the purpose of facilitating off-balance sheet arrangements or other contractually
narrow or limited purposes.
Critical Accounting Policies and Estimates
The preparation of financial statements in conformity with generally accepted accounting principles, or GAAP, in the U.S. requires management to
make estimates, assumptions and judgments that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the
date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Management bases its estimates,
assumptions and judgments on historical experience and on various other factors that are believed to be reasonable under the circumstances. Different
assumptions and judgments would change the estimates used in the preparation of our consolidated financial statements, which in turn, could change the
results from those reported. Our management evaluates its estimates, assumptions and judgments on an ongoing basis.
While our significant accounting policies are more fully described in Note 2 to our consolidated financial statements included in this Report, we
believe that the following accounting policies are the most critical to aid you in fully understanding and evaluating our reported financial results and reflect
the more significant judgments and estimates that we use in the preparation of our consolidated financial statements.
Accounting for Senior Secured Debt, Convertible Notes and Embedded Derivative
2020 Notes
On April 19, 2017, we entered into the Purchase Agreement with the Holder of the 2017 Notes, and Whitebox Advisors LLC, in
62
its capacity as representative of the Holder (“Whitebox”). Pursuant to the terms of the Purchase Agreement, the Holder, subject to certain conditions,
including approval of the transaction by our stockholders (which was received on June 15, 2017), agreed to exchange all of the outstanding principal amount
of the 2017 Notes for an equal principal amount of our newly created 2020 Notes, plus an amount in cash equal to the accrued and unpaid interest (other than
interest paid in kind) on the 2017 Notes (the “Exchange”). As noted above, on June 20, 2017, we completed the Exchange, terminated the 2017 Notes
Indenture and cancelled the 2017 Notes. As of December 31, 2017, the outstanding principal on the 2020 Notes was $16.7 million.
The 2020 Notes will mature on March 15, 2020. The 2020 Notes bear interest at a rate equal to 12% per annum (with 2% potentially payable as PIK
Interest (as defined and described below) at our option), payable on March 31, June 30, September 30, and December 31 of each year. Under certain
circumstances, we have the option to pay a portion of the interest due on the 2020 Notes by either (a) increasing the principal amount of the 2020 Notes by
the amount of interest then due or (b) issuing additional 2020 Notes with a principal amount equal to the amount of interest then due (interest paid in the
manner set forth in (a) or (b) being referred to as “PIK Interest”).
The 2020 Notes are convertible into shares of our common stock, subject to certain terms and conditions. The initial conversion price of the 2020 Notes is
equal to $0.7359 per share of common stock, or 1.3589 shares of common stock per $1 principal amount of 2020 Notes (the “Conversion Price”). In addition,
upon certain equity financing transactions by us, the Holders will have a one-time right to reset the Conversion Price (the “Reset Provision”) (i) in the first
ninety (90) days following the Exchange Date, at a 25% premium to the common stock price in the equity financing and (ii) after ninety (90) and to and
including one hundred eighty (180) days following the closing of the Exchange, at a 35% premium to the common stock share price in the equity financing.
Following an exercise of the Reset Provision, the Holders will also have a right to consent to certain equity financings by us during the one hundred eighty
(180) days following the closing of the Exchange.
See Note 8, Debt, to our consolidated financial statements included herein for further discussion of the 2020 Notes.
2022 Notes and Embedded Derivative
In July 2012, we sold $45.0 million in aggregate principal amount of 2022 Notes. Terms of the 2022 Notes, include, among others: (i) rights to convert
into shares of our common stock, including upon a Fundamental Change (as defined in the 2022 Notes Indenture); and (ii) a Coupon Make-Whole Payment
(as defined in the 2022 Notes Indenture) in the event of a conversion by the holders of the 2022 Notes prior to July 1, 2017. The embedded derivative is
separated from the host contract, the 2022 Notes, and carried at fair value when: (a) the embedded derivative possesses economic characteristics that are not
clearly and closely related to the economic characteristics of the host contract; and (b) a separate, stand-alone instrument with the same terms would qualify
as a derivative instrument. The Company has concluded that the embedded derivative within the 2022 Notes meet these criteria and, as such, must be valued
separate and apart from the 2022 Notes as an embedded derivative and recorded at fair value each reporting period. The fair value of the embedded derivative
is included as a component of the 2022 Notes on our consolidated balance sheets.
We used a binomial lattice model in order to estimate the fair value of the embedded derivative in the 2022 Notes. A binomial lattice model generates
two probable outcomes, whether up or down, arising at each point in time, starting from the date of valuation until the maturity date. A lattice was initially
used to determine if the 2022 Notes would be converted, called or held at each decision point. Within the lattice model, the following assumptions are made:
(i) the 2022 Notes will be converted early if the conversion value is greater than the holding value; and (ii) the 2022 Notes will be called if the holding value
is greater than both (a) the Redemption Price (as defined in the 2022 Notes Indenture) and (b) the conversion value plus the Coupon Make-Whole Payment at
the time. If the 2022 Notes are called, then the holders will maximize their value by finding the optimal decision between (1) redeeming at the Redemption
Price and (2) converting the 2022 Notes.
Using this lattice, we valued the embedded derivative using a “with-and-without method,” where the value of the 2022 Notes including the embedded
derivative is defined as the “with,” and the value of the 2022 Notes excluding the embedded derivative is defined as the “without.” This method estimates the
value of the embedded derivative by looking at the difference in the values between the 2022 Notes with the embedded derivative and the value of the 2022
Notes without the embedded derivative. The lattice model requires the following inputs: (i) price of our common stock; (ii) Conversion Rate (as defined in the
2022 Notes Indenture); (iii) Conversion Price (as defined in the 2022 Notes Indenture); (iv) maturity date; (v) risk-free interest rate; (vi) estimated stock
volatility; and (vii) estimated credit spread for the Company.
Changes in certain inputs into the lattice model can have a significant impact on changes in the estimated fair value of the embedded derivative. For
example, the estimated fair value of the embedded derivative will generally decrease with: (i) a decline in the stock price; (ii) decreases in the estimated stock
volatility; and (iii) a decrease in the estimated credit spread. From the date the 2022 Notes were issued through December 31, 2016, we observed a significant
decline in the market price of our common stock which resulted in a $28.0 million decrease in the estimated fair value of our embedded derivative from
issuance through December 31,
63
2016. These changes in the estimated fair value of the embedded derivative represent unrealized gains, which have been recorded as gains from change in
fair value of embedded derivative in the consolidated statements of operations.
Derivative Warrant Liability
The following warrants were sold by the Company:
●
●
●
●
●
●
●
●
In December 2013, the Company sold warrants to purchase 71,013 shares of the Company’s common stock (the “2013 Warrants”).
In August 2014, the Company sold warrants to purchase 50,000 shares of the Company’s common stock (the “2014 Warrants”).
In February 2015, the Company sold Series A warrants to purchase 110,833 shares of the Company’s common stock (the “Series A
Warrants”) and Series B warrants to purchase 110,833 shares of the Company’s common stock (the “Series B Warrants”).
In May 2015, the Company sold Series C warrants to purchase 21,500 shares of the Company’s common stock (the “Series C Warrants”).
In December 2015, the Company sold Series D warrants to purchase 502,500 shares of the Company’s common stock (the “Series D
Warrants”) and Series E warrants to purchase 400,000 shares of the Company’s common stock (the “Series E Warrants”).
In April 2016, the Company sold 514,644 Series F warrants to purchase one share of common stock (each a “Series F Warrant”) and
1,029,286 Series H warrants, each to purchase one share of common stock (each, a “Series H Warrant”), and 328,571 pre-funded Series G
warrants (“Series G Warrants”) to purchase one share of common stock, pursuant to an underwritten public offering.
In September 2016, the Company sold 712,503 Series I warrants to purchase one share of common stock (each a “Series I Warrant”) and
185,000 pre-funded Series J warrants (“Series J Warrants”) to purchase one share of common stock, pursuant to an underwritten public
offering.
In February 2017, the Company sold Series K warrants to purchase 6,250,000 shares of the Company’s common stock (the “Series K
Warrants”) and Series M warrants to purchase 6,250,000 shares of the Company’s common stock (the “Series M Warrants”), and pre-funded
Series L warrants (the “Series L Warrants”) to purchase 570,000 shares of the Company’s common stock, pursuant to an underwritten public
offering.
64
The following table sets forth information pertaining to shares issued upon the exercise of Warrants as of December 31, 2017:
Issuance
Date
Expiration
Date
Exercise
Price as of
December 31,
2017
12/16/2013 12/16/2018 $
8/5/2019 $
2/3/2020 $
8/3/2015
5/19/2020 $
12/11/2020 $
12/11/2020
4/1/2021 $
4/1/2017
10/1/2016
9/13/2021 $
9/13/2017
2/17/2022 $
2/17/2018
11/17/2017
11/17/2017
8/5/2014
2/3/2015
2/3/2015
5/19/2015
12/11/2015
12/11/2015
4/1/2016
4/1/2016
4/1/2016
9/13/2016
9/13/2016
2/17/2017
2/17/2017
2/17/2017
2/17/2017
8.99
6.83
0.68
-
5.50
2.00
-
2.00
-
-
11.00
-
0.60
-
-
-
(1)
(1)
(1)
(1)
(1)
(1), (2)
(1), (3)
Shares
Underlying
Warrants on
Issuance Date
71,013
50,000
110,833
110,833
21,500
502,500
400,000
514,644
328,571
1,029,286
712,503
185,000
6,250,000
570,000
2,305,000
3,945,000
17,106,683
Shares Issued
upon Warrant
Exercises as of
December 31,
2017
Shares
Underlying
Warrants
Outstanding as of
December 31,
2017 (4)
15,239
30,538
99,416
110,833
-
501,570
400,000
233,857
328,571
1,029,286
-
185,000
160,000
570,000
1,485,000
3,945,000
9,094,310
55,774
19,462
11,417
-
21,500
930
-
280,787
-
-
712,503
-
6,090,000
-
-
-
7,192,373
2013 Warrants
2014 Warrants
Series A Warrants
Series B Warrants
Series C Warrants
Series D Warrants
Series E Warrants
Series F Warrants
Series G Warrants
Series H Warrants
Series I Warrants
Series J Warrants
Series K Warrants
Series L Warrants
Series M-A Warrants
Series M-B Warrants
(1) Warrants have either been fully exercised and/or expired as of December 31, 2017.
(2)
In October 2017, 1,485,000 Series M warrants were repriced between $0.60 and $0.65 per warrant. Of those warrants that
were repriced, all were exercised in the fourth quarter of 2017, providing proceeds of $950 thousand.
In September 2017, 3,945,000 Series M warrants were repriced to $0.60. Of those warrants that were repriced, all were
exercised in the second half of 2017, providing proceeds of $2.4 million.
(3)
(4) This table does not include 1,393 equity-classified warrants, issued between 2008 through 2012, with strike prices between
$17.70 and $24.45 per share.
The agreements governing the above Warrants include the following terms:
•
•
•
•
certain warrants have exercise prices which are subject to adjustment for certain events, including the issuance of stock dividends on our
common stock and, in certain instances, the issuance of our common stock or instruments convertible into the Company’s common stock at
a price per share less than the exercise price of the respective warrants;
warrant holders may exercise the warrants through a cashless exercise if, and only if, we do not have an effective registration statement then
available for the issuance of the shares of our common stock. If an effective registration statement is available for the issuance of its
common stock, a holder may only exercise the warrants through a cash exercise;
the exercise price and the number and type of securities purchasable upon exercise of the warrants are subject to adjustment upon certain
corporate events, including certain combinations, consolidations, liquidations, mergers, recapitalizations, reclassifications, reorganizations,
stock dividends and stock splits, a sale of all or substantially all of our assets and certain other events; and
in the event of an extraordinary transaction (as defined in the respective warrant agreements), generally including any merger with or into
another entity, sale of all or substantially all of our assets, tender offer or exchange offer, or reclassification of its common stock, in which
the successor entity (as defined in the respective warrant agreements) that assumes the warrant is not a publicly traded company, we or any
successor entity will pay the warrant holder, at such holder’s option, exercisable at any time concurrently with or within 30 days after the
consummation of the extraordinary transaction, an amount of cash equal to the value of such holder’s warrants as determined in accordance
with an appropriate valuation model and the terms of the respective warrant agreement.
65
Based on these terms, we have determined that the warrants issued since 2013 (
the “Warrants”) qualify as derivatives and, as such, are
presented as a derivative warrant liability on the consolidated balance sheets and recorded at fair value each reporting period. The fair value of the Warrants
was estimated to be $2.0 million and $2.7 million as of December 31, 2017 and December 31, 2016, respectively. The decrease in the estimated fair value of
the Warrants represents an unrealized gain which has been recorded as a gain from the change in fair value of derivative warrant liability in the consolidated
statements of operations.
During the twelve months ended December 31, 2017, our common stock was issued as a result of exercise of Warrants as described below:
Series K Warrants
Series L Warrants
Series M-A Warrants
Series M-B Warrants
Twelve Months Ended
December 31, 2017
Common Stock
Issued
Proceeds
160,000
570,000
1,485,000
3,945,000
6,160,000 $
106,000
5,700
950,250
2,367,000
3,428,950
During the twelve months ended December 31, 2017, we issued 160,000 shares of common stock as a result of the exercise of Series K Warrants,
570,000 shares of common stock as a result of the exercise of Series L Warrants and 5,430,000 shares of common stock as a result of the exercise of Series M
Warrants, resulting in a total proceeds of approximately $3.4 million.
In addition, in September 2017, as permitted by Section 2(a) of the Series M Warrants agreement the Board of Directors of the Company approved
a voluntarily reduction of the exercise price of the Series M Warrants exercisable into 3,945,000 shares of the Company’s common stock from an exercise
price of $2.35 per share of common stock to $0.60 per share of common stock, for the remaining term of these warrants (The Series “M-B” Warrants). Except
for the reduction in exercise price, the terms of these Series M-B Warrants remained unchanged. In September 2017, the Company issued 3,500,000 shares of
common stock as a result of the exercise of these Series M-B Warrants. In the fourth quarter of 2017, the remaining 445,000 Series M-B Warrants for which
the exercise price had been adjusted to $0.60 were exercised.
In October 2017, the Board of Directors of the Company approved voluntarily reductions of the exercise price of additional Series M Warrants
exercisable into 1,185,000 shares of the Company’s common stock from an exercise price of $2.35 per share of common stock to $0.65 per share of common
stock, and Series M Warrants exercisable into 300,000 shares of the Company’s common stock from an exercise price of $2.35 per share of common stock to
$0.60 per share of common stock. These, along with the remainder of the Series M Warrants for which the original exercise price was not reduced comprise
the Series M-A Warrants. Except for the reduction in exercise price, the terms of these Series M Warrants remained unchanged. During the fourth quarter of
2017, all Series M-A warrants for which the exercise price was reduced were exercised. The remaining Series M-A warrants expired during the fourth quarter
of 2017.
As of December 31, 2017, all of the Series B, E, G, H, J and M Warrants for which the exercise price had been adjusted were fully exercised or expired
Impairment of Property, Plant and Equipment
Our property, plant and equipment consist primarily of assets associated with the acquisition and Retrofit of the Luverne Facility. We assess
impairment of property, plant and equipment for recoverability when events or changes in circumstances indicate that their carrying amount may not be
recoverable. Circumstances applicable to our current stage of operations which could trigger a review include, but are not limited to: (i) significant decreases
in the market price of the asset; (ii) significant adverse changes in the business climate or legal or regulatory factors; (iii) accumulation of costs significantly
in excess of the amount originally expected for the acquisition or construction of the asset; and (iv) expectations that the asset will more likely than not be
sold or disposed of significantly before the end of its estimated useful life. The carrying amount of a long-lived asset is considered to be impaired if it exceeds
the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset.
66
We evaluated our long-lived assets for impairment as of December 31, 2017. This evaluation included comparing the carrying amount our long-lived
assets to the undiscounted future cash flows of our consolidated net assets as this represents the lowest level of identifiable cash flows. Significant
assumptions included in the estimated undiscounted future cash flows include, among others, estimates of the:
●
●
●
●
●
sales price of isobutanol, hydrocarbons, ethanol and by-products such as dried distiller’s grains;
purchase price of corn;
production levels of isobutanol;
capital and operating costs to produce isobutanol; and
estimated useful life of the primary asset.
Factors which can impact these assumptions include, but are not limited to;
●
●
●
effectiveness of our technology to produce isobutanol at targeted margins;
demand for isobutanol, hydrocarbon and oil prices; and
harvest levels of corn.
Based upon our evaluation at December 31, 2017, we concluded that the estimated undiscounted future cash flows from Luverne exceeded the
carrying value of the Luverne Facility and, as such, these assets were not impaired. Although our cash flow forecasts are based on assumptions that are
consistent with our planned use of the assets, these estimates required significant exercise of judgment and are subject to change in future reporting periods as
facts and circumstances change. Additionally, we may make changes to our business plan that could result in changes to the expected cash flows. As a result,
it is possible that a long- lived asset may be impaired in future reporting periods.
Stock-Based Compensation
Our stock-based compensation expense includes expenses associated with share-based awards granted to employees and board members and expenses
associated with our employee stock purchase plan (“ESPP”). The estimated fair value of stock options and ESPP awards is determined on the date of grant
and recorded to expense over the requisite service period, generally the vesting period. We estimate the fair value of stock option awards using the Black-
Scholes option-pricing model which requires judgments to be made, including estimating: (i) the expected life of an award; (ii) stock price volatility; and
(iii) prior to our initial public offering in February 2011, the fair value of our common stock.
The Black-Scholes option-pricing model calculates the estimated fair value of stock options using the following inputs: (i) expected stock option life;
(ii) expected volatility; (iii) risk-free interest rate; (iv) expected dividend yield rate; (v) exercise price; and (vi) closing price of our common stock on the date
of grant.
Due to our limited history of grant activity, we use the “simplified method” permitted by the SEC to estimate the expected stock option life as the
arithmetic average of the total contractual term of the option and its vesting period. We calculate the estimated volatility rate based on selected comparable
public companies, due to a lack of historical information regarding the volatility of our stock price. We will continue to analyze the historical stock price
volatility assumption as more historical data for our common stock becomes available. The risk-free interest rate assumption is based on the U.S. Treasury
yield curve in effect on the date of grant for instruments with a term similar to the expected life of the related option. No dividends are expected to be paid.
The estimated fair value of a stock option using the Black-Scholes option-pricing model is impacted significantly by changes in a company’s stock
price. For example, all other assumptions being equal, the estimated fair value of a stock option will increase as the closing price of a company’s stock
increases, and decrease as the closing price of a company’s stock decreases. Prior to the closing of our initial public offering, we were a private company and,
as such, we were required to estimate the fair value of our common stock. In the absence of a public trading market, we determined a reasonable estimate of
the then-current fair value of our common stock for purposes of granting stock-based compensation based on multiple criteria. We determined the fair value
of our common stock utilizing methodologies, approaches and assumptions consistent with the American Institute of Certified Public Accountants Practice
Aid, “Valuation of Privately-Held-Company Equity Securities Issued as Compensation.” After the closing of our initial public offering in February 2011, the
fair value of our common stock is no longer an estimate as it is based upon the closing price of our stock on the date of grant.
67
Revenue Recognition
Following our acquisition of Luverne on September 22, 2010, we have primarily derived revenue from the sale of ethanol, distiller’s grains and other
related products produced as part of the ethanol production process at the Luverne Facility. The production of ethanol alone is not our intended business and
our future strategy is expected to depend on our ability to produce and market isobutanol and products derived from isobutanol. Revenue from the sale of
ethanol, hydrocarbons or excess corn inventory is recognized when all of the following criteria are satisfied: persuasive evidence of an arrangement exists;
risk of loss and title is transferred to the customer; the price is fixed or determinable; and collectability is reasonably assured. Ethanol and related products are
generally shipped free on board shipping point. Collectability of revenue is reasonably assured based on historical evidence of collectability between us and
our customers.
Lease revenue related to the contractual agreements for utilization of the Luverne storage facilities is recognized on a straight line basis over the term
of the lease.
Revenue related to our government research grants and cooperative agreements is recognized in the period during which the related costs are incurred
or over the contract period, provided that the conditions under the awards have been met and only perfunctory obligations are outstanding.
Recent Accounting Pronouncements
See Note 2 in Item 8. “Financial Statements and Supplemental Data,” of this Report, for a discussion of recent accounting pronouncements.
Item 7A.
Quantitative and Qualitative Disclosures about Market Risk
Commodity Price Risk
We have produced isobutanol, ethanol and distiller’s grains from corn and our business is sensitive to changes in the price of corn. The price of corn is
subject to fluctuations due to unpredictable factors such as weather, corn planted and harvested acreage, changes in national and global supply and demand
and government programs and policies. We use natural gas during the production of isobutanol and ethanol and, as a result, our business is also sensitive to
changes in the price of natural gas. The price of natural gas is influenced by such weather factors as extreme heat or cold in the summer and winter, or other
natural events like hurricanes in the spring, summer and fall. Other natural gas price factors include North American exploration and production, and the
amount of natural gas in underground storage during both the injection and withdrawal seasons. Ethanol, isobutanol and hydrocarbon prices are sensitive to
world crude oil supply and demand, crude oil refining capacity and utilization, government regulation and consumer demand for alternative fuels. Distiller’s
grains prices are sensitive to various demand factors such as numbers of livestock on feed, prices for feed alternatives and supply factors, primarily
production by ethanol plants and other sources.
Historically, we have attempted to reduce the market risk associated with fluctuations in the price of corn by employing a variety of risk management
and economic hedging strategies. Strategies include the use of forward purchase contracts and exchange-traded futures contracts. Exchange-traded futures
contracts for corn are recorded as a derivative asset or liability on our consolidated balance sheets at fair value. Changes in the fair value during a reporting
period are recognized as cost of goods sold in our consolidated statements of operations.
In June 2015, Agri-Energy, LLC, our wholly-owned subsidiary, entered into a Price Risk Management, Origination and Merchandising Agreement, as
amended as of December 21, 2017 (the “Origination Agreement”) with FCStone Merchant Services, LLC (“FCStone”) and a Grain Bin Lease Agreement
with FCStone, as amended as of December 21, 2017 (the “Lease Agreement”). Pursuant to the Origination Agreement, FCStone will originate and sell to
Agri-Energy, the owner of the Luverne Facility, and Agri-Energy will purchase from FCStone, the entire volume of corn grain used by the Luverne Facility in
Luverne, Minnesota. The initial term of the Origination Agreement will continue for a period of eighteen months and will automatically renew for additional
terms of one year unless Agri-Energy gives notice of non-renewal to FCStone. FCStone will receive an origination fee for purchasing and supplying Luverne
with all of the corn used by the Luverne Facility. As security for the payment and performance of all indebtedness, liabilities and obligations of Agri-Energy
to FCStone, Agri-Energy granted to FCStone a security interest in the corn grain stored in grain storage bins owned and operated by Agri-Energy (“Storage
Bins”) and leased to FCStone pursuant to the Lease Agreement. Pursuant to the Lease Agreement, FCStone will lease Storage Bins from Agri-Energy to store
the corn grain prior to title of the corn grain transferring to Agri-Energy upon Agri-Energy’s purchase of the corn grain. FCStone agrees to lease Storage Bins
sufficient to store 700,000 bushels of corn grain. The term of the Lease Agreement will run concurrently with the Origination Agreement, and will be
extended, terminated, or expire in accordance with the Origination Agreement. Gevo also entered into an unsecured guaranty (the “Guaranty”) in favor of
FCStone whereby Gevo guaranteed the obligations of Agri-Energy to FCStone under the Origination Agreement. The Guaranty shall terminate on the earlier
to occur of (i) April 15, 2020 or (ii) termination of the Origination Agreement.
68
Equity Price Risk
2020 Notes Embedded Derivative. As of December 31, 2017, we had $16.7 million in principal amount of the 2020 Notes, due March 15, 2020. A
component of the 2020 Notes includes an embedded holder conversion option, which has been accounted for as a separate instrument from the host 2020
Notes, representing a $5.2 million liability as of 12/31/2017. The change in the estimated fair value, which is determined in part based upon the quoted market
prices of the underlying common stock of the Company, represents an unrealized gain or loss included in our consolidated statement of operations.
Accordingly, our results of operations are subject to exposure associated with increases or decreases in the estimated fair value of the 2020 Notes embedded
derivative.
Warrants. As of December 31, 2017, there were 55,774 shares underlying the 2013 Warrants, 19,462 shares underlying the 2014 Warrants, 11,417
shares underlying the Series A Warrants, 21,500 shares underlying the Series C Warrants, 930 shares underlying the Series D Warrants, 280,787 shares
underlying the Series F Warrants, 712,503 shares underlying the Series J Warrants, 6,090,000 shares underlying the Series J Warrants, respectively that are
derivative instruments and are recorded at an estimated fair value each reporting period. The change in the estimated fair value, which is determined in part
based upon the quoted market prices of the Warrants, represents an unrealized gain or loss included in our consolidated statement of operations. Accordingly,
our results of operations are subject to exposure associated with increases or decreases in the estimated fair value of the Warrants.
Refer to “Critical Accounting Policies and Estimates” included in this Item 7 “Management’s Discussion and Analysis of Financial Condition
and Results of Operations” for an additional discussion on the impact on our results of operations associated with the embedded derivative and derivative
instruments described above.
Interest Rate Risk
We had cash and cash equivalents totaling $11.6 million at December 31, 2017. These amounts were invested primarily in demand deposit checking
and savings accounts and are held for working capital purposes. The primary objective of our investment activities is to preserve our capital for the purpose of
funding our operations and we do not enter into investments for trading or speculative purposes. Accordingly, we believe we do not have material exposure to
changes in fair value as a result of changes in interest rates.
The terms of our 2020 Notes provide for fixed rates of interest, and are therefore not subject to fluctuations in market interest rates.
The valuations of the embedded derivative within our 2020 Notes use the risk-free interest rate as an input, so the valuations are subject to interest rate
risk.
69
Item 8.
Financial Statements and Supplementary Data
Index to Gevo, Inc. Consolidated Financial Statements
Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheets
Consolidated Statements of Operations
Consolidated Statements of Stockholders’ Equity
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements
70
Page
71
72
73
74
75
78
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors and Stockholders
Gevo, Inc.
Opinion on the financial statements
We have audited the accompanying consolidated balance sheets of Gevo, Inc. (a Delaware corporation) and subsidiaries (the “Company”) as of December 31,
2017 and 2016, the related consolidated statements of operations, stockholders’ equity, and cash flows for each of the three years in the period ended
December 31, 2017, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all
material respects, the financial position of the Company as of December 31, 2017 and 2016, and the results of its operations and its cash flows for each of the
three years in the period ended December 31, 2017, in conformity with accounting principles generally accepted in the United States of America.
Going concern uncertainty
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note
1 to the financial statements, the Company has suffered recurring losses from operations and incurred a net loss of $25 million during the year ended
December 31, 2017. As of December 31, 2017 and the date of this report, the Company’s existing working capital is not sufficient to meet the cash
requirements to fund operations through March 28, 2019 without additional sources of debt or equity. These conditions, along with other matters as set forth
in Note 1, raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also
described in Note 1. As described in Note 8 to the consolidated financial statements, these matters may also potentially affect the Company’s rights and
obligations under certain of its debt agreements. The consolidated financial statements do not include any adjustments that might result from the outcome of
this uncertainty.
Basis for opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial
statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States)
(“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and
regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor
were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of
internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial
reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and
performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as
evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
/s/ GRANT THORNTON LLP
We have served as the Company’s auditor since 2015.
Denver, Colorado
March 28, 2018
71
GEVO, INC.
CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share amounts)
Assets
Current assets:
Cash and cash equivalents
Accounts receivable
Inventories
Prepaid expenses and other current assets
Total current assets
Property, plant and equipment, net
Restricted deposits
Deposits and other assets
Total assets
Liabilities
Current liabilities:
Accounts payable and accrued liabilities
Current Portion of 2017 Notes recorded at fair value
2020 Notes embedded derivative liability
Derivative warrant liability
Total current liabilities
2020 Notes, net
2022 Notes, net
Other long-term liabilities
Total liabilities
Commitments and Contingencies (see Note 18)
Stockholders' Equity
Common stock, $0.01 par value per share; 250,000,000 authorized; 21,811,059 and
7,074,246 shares issued and outstanding at December 31, 2017 and 2016,
respectively. (See Note 2)
Additional paid-in capital
Accumulated deficit
Total stockholders' equity
Total liabilities and stockholders' equity
$
$
$
December 31,
2017
2016
11,553 $
1,054
4,362
712
17,681
70,369
-
803
88,853 $
4,011 $
-
5,224
1,951
11,186
13,491
515
130
25,322
-
27,888
1,122
3,458
850
33,318
75,592
2,611
803
112,324
6,193
25,769
-
2,698
34,660
-
8,221
179
43,060
-
218
464,663
(401,350)
63,531
88,853 $
71
445,913
(376,720)
69,264
112,324
$
See the accompanying Notes to the Consolidated Financial Statements.
72
GEVO, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except share and per share amounts)
Revenue and cost of goods sold
Ethanol sales and related products, net
Hydrocarbon revenue
Grant and other revenue
Total revenues
Cost of goods sold
Gross loss
Operating expenses
Research and development expense
Selling, general and administrative expense
Total operating expenses
Loss from operations
Other (expense) income
Interest expense
(Loss)/Gain on exchange or conversion of debt
(Loss)/Gain on extinguishment of warrant liability
Gain from change in fair value of 2020 Notes embedded derivative
Gain from change in fair value of derivative warrant liability
(Loss)/Gain from change in fair value of 2017 Notes
Loss on issuance of equity
Other income
Total other (expense) income
Net loss
Net loss per share - basic and diluted
2017
Year Ended December 31,
2016
2015
$
26,279
1,029
228
27,536
38,165
24,613 $
1,929
671
27,213
37,017
27,125
1,694
1,318
30,137
38,762
(10,629)
(9,804)
(8,625)
5,182
7,471
12,653
5,216
8,965
14,181
6,610
16,692
23,302
(23,282)
(23,985)
(31,927)
(2,951)
(4,933)
-
1,751
5,101
(339)
-
23
(1,348)
(7,837)
(763)
(918)
-
1,783
(4,204)
(1,519)
215
(13,243)
(8,243)
232
1,775
-
577
3,895
(2,523)
20
(4,267)
(24,630)
$
(37,228) $
(36,194)
(1.51)
$
(9.68) $
(51.61)
$
$
$
Weighted-average number of common shares outstanding - basic and diluted
16,295,937
3,847,421
701,252
See the accompanying Notes to the Consolidated Financial Statements.
73
GEVO, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(In thousands, except share amounts)
BALANCE—December 31, 2014
Shares issued upon reverse stock split
Issuance of restricted stock
Issuance of common stock, net of issue costs and warrants
Cancellation of restricted stock
Issuance of common stock for services, upon exercise of stock
options and
pursuant to an employee stock purchase plan
Non-cash stock-based compensation
Issuance of common stock upon exercise of warrants
Issuance of common stock upon conversion of debt
Issuance of common stock upon exchange of debt
Net loss
BALANCE—December 31, 2015
Shares issued upon reverse stock split
Issuance of common stock under stock plans, net
Cancellation of restricted stock
Issuance of common stock, net of issue costs & warrants
Non-cash stock-based compensation
Issuance of common stock upon exercise of warrants
Issuance of common stock upon exchange of debt
Net loss
BALANCE—December 31, 2016
Issuance of common stock under stock plans, net
Issuance of common stock, net of issue costs & warrants
Non-cash stock-based compensation
Issuance of common stock upon exercise of warrants
Issuance of common stock upon exchange of debt
Net loss
Common Stock
Amount
$
Shares
332,094
34
23,791
428,333
(37)
38
-
232,205
8,502
55,392
-
$
1,080,352
4
2,782
(4)
2,480,094
-
2,559,218
951,800
-
7,074,246
3,000
5,680,000
-
6,160,000
2,893,813
-
$
Paid-In
Capital
Accumulated
Deficit
Stockholders’
Equity
$
$
$
3
-
-
4
-
-
-
2
-
1
-
10
-
-
-
25
-
26
10
-
71
-
56
-
62
29
-
350,259
-
-
22,442
-
3
2,647
10,164
714
1,579
-
387,808
-
-
-
34,199
886
12,272
10,748
-
445,913
-
6,339
421
3,367
8,623
-
$
(303,298) $
-
-
-
-
-
-
-
-
-
(36,194)
$
(339,492) $
-
-
-
-
-
-
-
(37,228)
$
(376,720) $
-
-
-
-
-
(24,630)
46,964
-
-
22,446
-
3
2,647
10,166
714
1,580
(36,194)
48,326
-
-
-
34,224
886
12,298
10,758
(37,228)
69,264
-
6,395
421
3,429
8,652
(24,630)
BALANCE—December 31, 2017
21,811,059
$
218
$
464,663
$
(401,350) $
63,531
See the accompanying Notes to the Consolidated Financial Statements.
74
GEVO, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
Operating Activities
Net loss
Adjustments to reconcile net loss to net cash used in operating activities:
(Gain) from the change in fair value of derivative warrant liability
(Gain) from the change in fair value of the embedded derivative to the
2020 Notes
Loss from the change in fair value of 2017 Notes
Loss/(Gain) on exchange or conversion of debt
Loss/(Gain) on extinguishment of warrant liability
Loss on issuance of equity
Stock-based compensation
Depreciation and amortization
Non-cash interest expense
Other non-cash expenses
Changes in operating assets and liabilities:
Accounts receivable
Inventories
Prepaid expenses and other current assets
Accounts payable, accrued expenses, and long-term liabilities
Net cash used in operating activities
Investing Activities
Acquisitions of property, plant and equipment
Proceeds from sales tax refund for property, plant and equipment
Net cash used in investing activities
2017
Year Ended December 31,
2016
2015
$
(24,630)
$
(37,228)
$
(36,194)
(5,101)
(1,751)
339
4,933
-
-
421
6,641
962
-
68
(904)
137
(1,742)
(20,627)
(1,783)
-
4,204
763
918
1,519
886
6,747
3,977
(1)
269
29
(119)
(697)
(20,516)
(1,906)
-
(1,906)
$
(5,938)
-
(5,938)
$
$
(577)
-
(3,895)
(232)
(1,775)
2,523
2,647
6,573
3,772
(7)
970
805
1
(2,771)
(28,160)
(1,464)
144
(1,320)
See the accompanying Notes to the Consolidated Financial Statements.
75
GEVO, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS—(Continued)
(In thousands)
Financing Activities
Payments on secured debt
Debt and equity offering costs
Proceeds from issuance of common stock upon exercise of stock options
and employee stock purchase plan
Proceeds from issuance of common stock and common stock warrants
Release of restricted cash held as collateral on 2017 notes
Proceeds from the exercise of warrants
Net cash provided by financing activities
Net increase (decrease) in cash and cash equivalents
Cash and cash equivalents
Beginning of year
Ending of year
2017
Year Ended December 31,
2016
2015
$
(9,791)
(1,095)
$
(504)
(3,144)
-
11,044
2,611
3,429
6,198
(16,335)
-
28,661
-
12,298
37,311
10,857
27,888
11,553
$
17,031
27,888
$
(318)
(3,519)
3
33,820
-
10,166
40,152
10,672
6,359
17,031
$
$
See the accompanying Notes to the Consolidated Financial Statements.
76
GEVO, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS—(Continued)
(In thousands)
Supplemental disclosures of cash and non-cash investing
and financing transactions
Conversion and exchanges of convertible debt for common stock
Cash paid for interest
Non-cash purchase of property, plant and equipment
Discount due to exchange of 2017 Notes for 2020 Notes
Fair value of 2020 Notes embedded derivative upon exchange
Accrued offering costs
Fair value of warrants at issuance and upon exercise, net
$
2017
Year Ended December 31,
2016
2015
$
8,652
2,554
27
3,009
6,975
-
(4,353)
$
10,758
3,694
513
-
-
-
6,668
2,294
4,642
890
-
-
648
(7,951)
See the accompanying Notes to the Consolidated Financial Statements.
77
1. Nature of Business and Financial Condition
GEVO, INC.
Notes to Consolidated Financial Statements
Nature of Business. Gevo, Inc. (“Gevo” or the “Company,” which, unless otherwise indicated, refers to Gevo, Inc. and its subsidiaries) is a renewable
chemicals and next generation biofuels company focused on the development and commercialization of alternatives to petroleum-based products using
isobutanol produced from renewable feedstocks. Gevo was incorporated in Delaware on June 9, 2005. Gevo formed Gevo Development, LLC (“Gevo
Development”) in September 2009 to finance and develop biorefineries through joint venture, licensing arrangements, tolling arrangements or direct
acquisition (see Note 8 Gevo Development). Gevo Development became a wholly-owned subsidiary of Gevo in September 2010. Gevo Development
purchased Agri-Energy, LLC (“Agri-Energy”) in September 2010.
The Company developed proprietary technology that uses a combination of synthetic biology, metabolic engineering, chemistry and chemical
engineering to make isobutanol and hydrocarbon products from isobutanol that can displace petrochemical incumbent products. The Company has been able
to genetically engineer yeast, whereby the yeast produces isobutanol from carbohydrates. Through May 2012, Agri-Energy was engaged in the business of
producing and selling ethanol and related products produced at its production facility located in Luverne, Minnesota (the “Luverne Facility”). The Company
commenced the retrofit of the Luverne Facility in 2011 and commenced initial startup operations for the commercial production of isobutanol at this facility
in May 2012. In September 2012, the Company made the strategic decision to pause isobutanol production at the Luverne Facility to focus on optimizing
specific parts of the process to further enhance isobutanol production rates.
In 2013, the Company modified the Luverne Facility in order to (i) significantly reduce previously identified infections, (ii) demonstrate that its
biocatalyst performs in the one million liter fermenters at the Luverne Facility, and (iii) confirm GIFT™ efficacy at commercial scale at the Luverne Facility.
In 2014, the Company further reconfigured the Luverne Facility to enable the co-production of both isobutanol and ethanol, leveraging the flexibility
of its GIFT™ technology, with one fermenter utilized for isobutanol production and three fermenters utilized for ethanol production. In line with the
Company’s strategy to maximize asset utilization and site cash flows, the Company believes that this configuration of the Luverne Facility should allow it to
continue to optimize its isobutanol technology at a commercial scale, while taking advantage of potentially superior ethanol contribution margins. As a result,
during certain periods the Company may only produce ethanol at the Luverne Facility. In addition, the condition of two of the Luverne Facility’s oldest
fermentation vessels may limit the Company’s ability to co-produce isobutanol and ethanol. Therefore, the Company expects to focus on the production of
ethanol and produce limited volumes of isobutanol until one or both of these fermentation vessels have been repaired or replaced.
The Company’s technology converts its renewable isobutanol to alcohol-to-jet (“ATJ”), isooctane, isooctene, and para-xylene (building block for
polyester) at its hydrocarbons demonstration plant located at South Hampton Resources located in Silsbee, TX. In addition the Company’s Luverne Facility
has production capacity of about 20 MGPY of ethanol, 45-50 kilotons (“KT”) of animal feed, and 3 million pounds of corn oil.
As of December 31, 2017, the Company continues to engage in research and development, business development, business and financial planning,
optimizing operations for isobutanol, hydrocarbon and ethanol production and raise capital to fund future expansion of its Luverne Facility for increased
isobutanol and hydrocarbon production. Ultimately, the Company believes that the attainment of profitable operations is dependent upon future events,
including (i) completing its development activities resulting in commercial production and sales of isobutanol or isobutanol-derived products and/or
technology, (ii) obtaining adequate financing to complete its development activities, (iii) obtaining adequate financing to build out further isobutanol and
hydrocarbon production capacity, (iv) gaining market acceptance and demand for its products and services, and (v) attracting and retaining qualified
personnel.
Financial Condition. For the twelve months ended December 31, 2017 and 2016, the Company incurred a consolidated net loss of $24.6 million and
$37.2 million, respectively, and had an accumulated deficit of $401.4 million at December 31, 2017. The Company’s cash and cash equivalents at December
31, 2017 totaled $11.6 million and are expected to be used for the following purposes: (i) operating activities of the Luverne Facility; (ii) operating activities
at the Company’s corporate headquarters in Colorado, including research and development work; (iii) capital improvements primarily associated with the
Luverne Facility; (iv) costs associated with optimizing isobutanol production technology; (v) exploration of strategic alternatives and new financings; and (vi)
debt service and repayment obligations.
The Company expects to incur future net losses as it continues to fund the development and commercialization of its product candidates. To date, the
Company has financed its operations primarily with proceeds from multiple sales of equity and debt securities, borrowings under debt facilities and product
sales. The Company’s transition to profitability is dependent upon, among other things, the successful development and commercialization of its product
candidates and the achievement of a level of revenues adequate to support the Company’s cost structure. The Company may never achieve profitability or
positive cash flows, and unless
78
GEVO, INC.
Notes to Consolidated Financial Statements (Continued)
and until it does, the Company will continue to need to raise additional cash. Management intends to fund future operations through additional private and/or
public offerings of debt or equity securities. In addition, the Company may seek additional capital through arrangements with strategic partners or from other
sources, it may seek to restructure its debt and it will continue to address its cost structure. Notwithstanding, there can be no assurance that the Company will
be able to raise additional funds, or achieve or sustain profitability or positive cash flows from operations. Existing working capital was not sufficient to meet
the cash requirements to fund planned operations through the period that is one year after the date the Company’s audited 2017 year-end financial statements
were issued. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The Company’s inability to continue as a
going concern may potentially affect the Company’s rights and obligations under its senior secured debt and issued and outstanding convertible notes. The
accompanying financial statements have been prepared assuming that the Company will continue as a going concern and do not include adjustments that
might result from the outcome of this uncertainty. This basis of accounting contemplates the recovery of the Company’s assets and the satisfaction of
liabilities in the normal course of business.
Reverse Stock Split. On December 21, 2016, the Board of Directors approved an amendment to its Amended and Restated Certificate of Incorporation
to effect a one-for-twenty reverse stock split of the Company’s common stock, par value $0.01 per share. The reverse stock split became effective January 5,
2017. Unless otherwise indicated, all share amounts, per share data, share prices, exercise prices and conversion rates set forth in these notes and the
accompanying consolidated financial statements have, where applicable, been adjusted retroactively to reflect this reverse stock split.
NASDAQ Market Price Compliance. On June 21, 2017, the Company received a deficiency letter from the Listing Qualifications Department of the
Nasdaq Stock Market, notifying us that, for the prior 30 consecutive business days, the closing bid price of our common stock was not maintained at the
minimum required closing bid price of at least $1.00 per share as required for continued listing on the Nasdaq Capital Market. In accordance with Nasdaq
Listing Rules, the Company had an initial compliance period of 180 calendar days, to regain compliance with this requirement. On December 20, 2017, the
Nasdaq Stock Market granted us an additional 180 calendar days, or until June 18, 2018, to regain compliance. To regain compliance, the closing bid price of
our common stock must be $1.00 per share or more for a minimum of 10 consecutive business days at any time before June 18, 2018. The Nasdaq
determination to grant the second compliance period was based on our meeting of the continued listing requirement for market value of publicly held shares
and all other applicable requirements for initial listing on the Nasdaq Capital Market, with the exception of the bid price requirement, and our written notice
of our intention to cure the deficiency during the second compliance period by effecting a reverse stock split, if necessary.
2. Summary of Significant Accounting Policies
Principles of Consolidation. The consolidated financial statements of Gevo include the accounts of its wholly-owned subsidiaries. All intercompany
balances and transactions have been eliminated in consolidation.
Basis of Presentation. The consolidated financial statements of the Company (which include the accounts of its wholly-owned subsidiaries Gevo
Development and Agri-Energy, LLC) have been prepared pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”)
and accounting principles generally accepted in the U.S. 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 at December
31, 2017.
Use of Estimates. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America
(“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent
assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results
could differ materially from those estimates.
Concentrations of Credit Risk. The Company’s financial instruments that are exposed to concentrations of credit risk consist of cash and cash
equivalents in excess of the federally insured limits. The Company’s cash and cash equivalents are deposited with high credit-quality financial institutions and
are primarily in demand deposit accounts.
Cash and Cash Equivalents. The Company maintains its cash and cash equivalents in highly liquid interest bearing money market accounts or non-
interest bearing demand accounts. The Company considers all highly liquid investments purchased with a maturity of three months or less at the date of
acquisition to be cash equivalents.
Accounts Receivable. The Company records receivables for products shipped and services provided but for which payment has not yet been received.
As of December 31, 2017 and 2016, no allowance for doubtful accounts has been recorded, based upon the
79
GEVO, INC.
Notes to Consolidated Financial Statements (Continued)
expected full collection of the accounts receivable. As of December 31, 2017 and 2016, one customer, C&N Ethanol Marketing, LLC comprised 78% and
53%, respectively, of our outstanding trade accounts receivable.
Inventories. Inventory is recorded at net realizable value per ASU 2015-11 and cost of goods sold is determined by average cost method. Ethanol and
isobutanol inventory cost consists of the applicable share of raw material, direct labor and manufacturing overhead costs. Spare Parts inventory consists of the
parts required to maintain and operate the Company’s Luverne Facility and is recorded at cost.
Derivative Instruments. The Company evaluates its contracts for potential derivatives which Gevo, Inc. uses to raise capital. See Note 6 for a
description of the Company’s accounting for embedded derivatives and Note 7 for a description of the Company’s derivative warrant liability. At issuance
date, derivative warrant liabilities are initially recognized as a liability with a corresponding reduction in stockholders’ equity. Changes in the estimated fair
value of the derivative warrant liability between issuance date and exercise/expiration date represents an unrealized (gain)/loss and is recognized and recorded
in the Consolidated Statement of Operations. The fair value of the derivative warrant liability is ultimately either re-classed into equity upon either exercise
or, if expired, a realized (gain)/loss is recognized and recorded in the Consolidated Statement of Operation.
As of December 31, 2017 and 2016, the Company did not have any forward purchase contracts or exchange-traded futures contracts.
Property, Plant and Equipment. Property, plant and equipment are recorded at cost less accumulated depreciation and amortization. Depreciation and
amortization are computed using the straight-line method over the assets’ estimated useful lives. Leasehold improvements are amortized over the term of the
lease agreement or the service lives of the improvements, whichever is shorter. Assets under construction are depreciated when they are placed into service.
Maintenance and repairs are charged to expense as incurred and expenditures for major improvements are capitalized.
Impairment of Property, Plant and Equipment. The Company’s property, plant and equipment consist primarily of assets associated with the
acquisition and retrofit of the Luverne Facility. The Company assesses impairment of property, plant and equipment for recoverability when events or changes
in circumstances indicate that their carrying amount may not be recoverable. Circumstances which could trigger a review include, but are not limited to:
significant decreases in the market price of the asset; significant adverse changes in the business climate, or legal or regulatory factors; accumulation of costs
significantly in excess of the amount originally expected for the acquisition or construction of the asset; or expectations that the asset will more likely than not
be sold or disposed of significantly before the end of its estimated useful life. The carrying amount of a long-lived asset is considered to be impaired if it
exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the assets.
The Company evaluated its Luverne Facility for impairment as of December 31, 2017 and 2016. These evaluations included comparing the carrying
amount of the acquisition and retrofit of the Luverne Facility to the estimated undiscounted future cash flows at the Luverne Facility as this represents the
lowest level of identifiable cash flows. Significant assumptions included in the estimated undiscounted future cash flows include, among others, estimates of
the:
•
•
•
•
•
sales price of isobutanol, hydrocarbons, ethanol and by-products such as dried distiller’s grains;
purchase price of corn;
production levels of isobutanol;
capital and operating costs to produce isobutanol; and
estimated useful life of the primary asset.
Factors which can impact these assumptions include, but are not limited to;
•
•
•
effectiveness of the Company’s technology to produce isobutanol at targeted margins;
demand for isobutanol and oil prices; and
harvest levels of corn.
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GEVO, INC.
Notes to Consolidated Financial Statements (Continued)
Based upon the Company’s evaluation at December 31, 2017 and 2016, the Company concluded that the estimated undiscounted future cash flows
from the Luverne Facility exceeded the carrying value and, as such, these assets were not impaired. Although the Company’s cash flow forecasts are based on
assumptions that are consistent with its planned use of the assets, these estimates required significant exercise of judgment and are subject to change in future
reporting periods as facts and circumstances change. Additionally, the Company may make changes to its business plan that could result in changes to the
expected cash flows. As a result, it is possible that a long-lived asset may be impaired in future reporting periods.
Debt Issue Costs. Debt issue costs are costs incurred in connection with the Company’s debt financings have been capitalized and are being amortized
over the stated maturity period or estimated life of the related debt, using the effective interest method.
Revenue Recognition. The Company records revenue from the sale of hydrocarbon products, ethanol and related products, including the sale of corn
inventory. The Company recognizes revenue when all of the following criteria are satisfied: persuasive evidence of an arrangement exists; risk of loss and
title transfer to the customer; the price is fixed or determinable; and collectability is reasonably assured.
Ethanol and related products as well as hydrocarbon products are generally shipped free on board shipping point. Collectability of revenue is
reasonably assured based on historical evidence of collectability between the Company and its customers. In accordance with the Company’s agreements for
the marketing and sale of ethanol and related products, commissions due to marketers were deducted from the gross sales price at the time payment was
remitted. Ethanol and related products sales were recorded net of commissions and shipping and handling costs.
Revenue related to government research grants and cooperative agreements is recognized in the period during which the related costs are incurred,
provided that the conditions under the awards have been met and only perfunctory obligations are outstanding. Revenues related to the lease agreements are
recognized on a straight-line basis over the term of the contract.
In 2017, 2016 and 2015, C&N Ethanol Marketing, LLC accounted for approximately 76%, 71% and 71% of our consolidated revenue,
respectively. In the same years, Land O’Lakes Purina Feed LLC accounted for approximately 17%, 17% and 19% of our consolidated revenue, respectively.
Both are customers of our Gevo Development/Agri-Energy segment (see Note 17). Given the production capacity compared to the overall size of the North
American market and the demand for our products, the Company does not believe that a decline in a specific customer's purchases would have a material
adverse long-term effect upon our financial results.
Cost of Goods Sold. Cost of goods sold includes costs incurred in conjunction with the operations for the production of isobutanol at the Luverne
Facility and costs directly associated with the ethanol and related products production process such as costs for direct materials, direct labor and certain plant
overhead costs. Costs associated with the operations for the production of isobutanol includes costs for direct materials, direct labor, plant utilities, including
natural gas, and plant depreciation. Direct materials consist of dextrose for initial production of isobutanol, corn feedstock, denaturant and process chemicals.
Direct labor includes compensation of personnel directly involved in production operations at the Luverne Facility. Costs of direct materials for the
production of ethanol and related products consist of corn feedstock, denaturant and process chemicals. Direct labor includes compensation of personnel
directly involved in the operation of the Luverne Facility. Plant overhead costs primarily consist of plant utilities and plant depreciation. Cost of goods sold is
mainly affected by the cost of corn and natural gas. Corn is the most significant raw material cost. The Company purchases natural gas to power steam
generation in the production process and to dry the distiller’s grains, a by-product of ethanol and related products production.
Patents. All costs related to filing and pursuing patent applications are expensed as incurred as recoverability of such expenditures is uncertain. Patent-
related legal expenses incurred are recorded as selling, general and administrative expense, and during the years ended December 31, 2017, 2016 and 2015
were $0.3 million, $0.2 million, and $0.9 million, respectively.
Research and Development. Research and development costs are expensed as incurred and are recorded as research and development expense in the
Consolidated Statement of Operations. The Company’s research and development costs consist of expenses incurred to identify, develop, and test its
technologies for the production of isobutanol and the development of downstream applications thereof. Research and development expense includes
personnel costs, consultants and related contract research, facility costs, supplies, depreciation on property, plant and equipment used in development, license
fees and milestone payments paid to third parties for use of their intellectual property and patent rights, and other direct and allocated expenses incurred to
support the Company’s overall research and development programs.
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GEVO, INC.
Notes to Consolidated Financial Statements (Continued)
Income Taxes. Deferred tax assets and liabilities are recognized based on the difference between the carrying amounts of assets and liabilities in the
financial statements and their respective tax bases. Deferred tax assets and liabilities are measured using currently enacted tax rates in effect in the years in
which those temporary differences are expected to reverse. Deferred tax assets should be reduced by a valuation allowance if, based on the weight of available
evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized. At December 31, 2017 and 2016, based upon current
facts and circumstances, the Company had recorded a valuation allowance against its deferred tax assets of $107.4 million and $139.3 million, respectively.
Stock-Based Compensation. The Company’s stock-based compensation expense includes expenses associated with share-based awards granted to
employees and board members, and expenses associated with awards under its employee stock purchase plan (“ESPP”). Stock-based compensation expense
for all share-based payment awards granted is based on the grant date fair value. The grant date fair value for stock option awards is estimated using the
Black-Scholes option pricing model and the grant date fair value for restricted stock awards is based upon the closing price of the Company’s common stock
on the date of grant. The Company recognizes compensation costs for share-based payment awards granted to employees net of estimated forfeitures and
recognizes stock-based compensation expense for only those awards expected to vest on a straight-line basis over the requisite service period of the award,
which is currently the vesting term of up to four years. For performance based restricted stock awards, the Company recognizes expense over the requisite
service period.
Net Loss Per Share. Basic net loss per share is computed by dividing the net loss attributable to Gevo, Inc. common stockholders for the period by the
weighted-average number of common shares outstanding during the period. Diluted earnings per share (“EPS”) includes the dilutive effect of common stock
equivalents and is computed using the weighted-average number of common stock and common stock equivalents outstanding during the reporting period.
Diluted EPS for the years ending December 31, 2017, 2016, and 2015 excluded common stock equivalents because the effect of their inclusion would be anti-
dilutive, or would decrease the reported loss per share.
The following table sets forth securities that could potentially dilute the calculation of diluted earnings per share. This table excludes any shares that
could potentially be issued in settlement of make-whole payments associated with the 2020 and the 2022 Notes.
Warrants to purchase common stock
Convertible 2017 Notes
Convertible 2020 Notes
Convertible 2022 Notes
Outstanding options to purchase common stock
Unvested restricted common stock
Total
2017
Year Ended December 31,
2016
2015
7,193,766
-
28,759,675
-
46,431
3,093
36,002,965
1,103,766
75,119
-
5,608
16,915
8,823
1,210,231
1,024,635
75,191
-
13,117
24,089
16,413
1,153,445
The following table sets forth additional securities transactions that had they occurred in 2017 would have further diluted the calculation for earnings/
(loss) per share:
Exchange of 2022 Notes
Total
Recent Accounting Pronouncements
Date
January 2018
Shares
780,303
780,303
Revenue from Contracts with Customers (“ASU 2014-09”). In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting
Standards Update No. 2014-09, Revenue from Contracts with Customers. The objective of ASU 2014-09 is to outline a new, single comprehensive model to
use in accounting for revenue arising from contracts with customers. The new revenue recognition model provides a five-step analysis for determining when
and how revenue is recognized, depicting the transfer of promised goods or services to customers in an amount that reflects the consideration that is expected
to be received in exchange for those goods or services. ASU 2014-09 is effective for fiscal years and interim periods within those years beginning after
December 15, 2016. Early adoption is permitted. On July 9, 2015, the FASB Board voted to delay the implementation of ASU 2014-09 by one year to
December 15, 2017. In April 2016, the FASB issued Accounting Standards Update No. 2016-10 Revenue from Contracts with Customers, Identifying
Performance Obligations and Licensing (“ASU 2016-10”) which provides additional clarification regarding Identifying Performance Obligations and
Licensing . The new standard is required to be applied retrospectively to each prior
82
GEVO, INC.
Notes to Consolidated Financial Statements (Continued)
reporting period presented or retrospectively with the cumulative effect of initially applying it recognized at the date of initial application. As a result of the
Company’s conclusions below, there is no requirement to select a transition method, as a result of the Company determining that there is no impact upon
revenue recognition, historical or otherwise, as a result of adopting ASU 2014-09.
The Company’s current and historical revenues have consisted of the following: (a) ethanol sales and related products revenue, net; (b) Hydrocarbon
revenue; and (c) grant and other revenue, which primarily has historically consisted of revenues from governmental and cooperative research grants. The
following provides the Company’s initial assessment on how this standard will impact the aforementioned sources of revenue. Given the complexity of this
new standard the information below is subject to change and a different conclusion may be reached in 2018, even if remote.
Ethanol sales and related products revenues. Ethanol sales and related products revenues are sold to customers on a “free-on-board, shipping point”
basis. Each transaction occurs independent of any other sale, and once sold, there are no future obligations on the part of the Company to provide post-sale
support or promises to deliver future goods or services. The Company has and continues to sell close to 100 percent of its ethanol production to a single
customer, representing 76%, 71% and 71% of total revenues for the twelve-months ended December 31, 2017, 2016 and 2015, respectively. The Company
completed its review of this customer and consistent with prior assessments, does not expect there to be any impact on how the Company has and will
continue to account for sales of ethanol to this customer. The Company further evaluated related products, including distiller’s grains and corn oil, and after
its review, does not expect there to be any significant impact to how the Company has or will account for or disclose these revenues streams.
Hydrocarbon revenue. Hydrocarbon revenues include sales of alcohol-to-jet fuel, isooctene and isooctane and is sold mostly on a “free-on-board,
shipping point” basis. Each transaction occurs independent of any other sale, and once sold, there are no future obligations on the part of the Company to
provide post-sale support or promises to deliver future goods or services. The Company has determined that there will be no material impact as to how the
Company has historically recognized or will recognize revenues prior to the upcoming adoption of ASU 2014-09.
Grant and other revenues. Grant and other revenues primarily have historically consisted of governmental and cooperative research grants, of which
the Northwest Advanced Renewables Alliance (“NARA”) grant, funded by the United States Department of Agriculture (“USDA”), comprised the majority of
those revenues since 2014. After reviewing this arrangement, the Company has concluded that this grant consists of a non-reciprocal arrangement, and
therefore, does not qualify as a contract pursuant to Topic 606 “ Revenues from Contracts with Customers”, which was established with the issuance of ASU
2014-09. However, Topic 606 does stipulate revenue recognition under these circumstances, and we determined that there will be no change to revenues
recognition before and after adoption of ASU 2014-09.
Leases (“ASU 2016-02”). In February 2016, the FASB issued Accounting Standards Update No. 2016-02, Topic 842 Leases. ASU-2016-02 requires
leases to be reported on the financial statements. The objective is to increase transparency and comparability among organizations by recognizing lease assets
and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. ASU 2016-02 is effective for fiscal years beginning after
December 15, 2018, including interim periods within those fiscal years. Future minimum lease obligations for leases accounted for as operating leases at
December 31, 2017 totaled $2.9 million. The Company is currently in the process of evaluating the impact of adoption of ASU 2016-02 on its consolidated
financial statements.
Statement of Cash Flows, Classification of Certain Cash Receivable and Cash Payments (“ASU 2016-15”). In August 2016, the FASB issued
Accounting Standards Update No. 2016-15, Statement of Cash Flows Classification of Certain Cash Receipts and Cash Payments which clarifies cash flow
statement classification of eight specific cash flow issues. The purpose of ASU 2016-15 is to provide clarification and consistency for classifying the eight
specific cash flow issues because current GAAP either is unclear or does not include specific guidance. The amendments in the update are effective for public
business entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. The Company is currently in the process of
evaluating the impact of adoption of ASU 2016-15 on its consolidated statements of cash flows.
Statement of Cash Flows – Restricted Cash (“ASU 2016-18”). In November 2016, the FASB issued Accounting Standards Update No. 2016-18,
Statement of Cash Flows Restricted Cash which standardizes the classification and presentation of changes in restricted cash on the statement of cash flows.
This amendment requires that that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally
described as restricted cash or restricted cash equivalents. This amendment is effective for public business entities for fiscal years beginning after December
15, 2017, but early adoption is permitted. This standard must be applied retrospectively for all periods presented. Adoption of this standard will materially
impact the presentation of the Company’s historical statement of cash flow due to the existence of approximately $2.6 million in restricted cash
83
GEVO, INC.
Notes to Consolidated Financial Statements (Continued)
deposits relating to the 2017 Notes (see Note 5). However, this standard will not materially impact the Company prospectively as a result of the release of the
restricted cash in April 2017 due to an amendment to the 2017 Notes (see Note 7).
Derivatives and Hedging (Topic 815) I. Accounting for Certain Financial Instruments with Down Round Provisions (“ASU 2017-11”). In July
2017, the FASB issued Accounting Standards Update No. 2017-11, Derivatives and Hedging (Topic 815) Accounting for Certain Financial Instruments with
Down Round Provisions which simplifies the accounting for certain equity-linked financial instruments and embedded features with down round features that
reduce the exercise price when the pricing of a future round of financing is lower. Currently, the existence of such features require classification outside of
equity and recognition of changes in the fair value of the instrument in earnings each reporting period. This standard eliminates the need to remeasure the
instruments at fair value and allows classification within equity. This standard will not materially impact the Company’s accounting, as current liability
classified financial instruments and embedded derivatives that require separation from the host instrument have features other than down-round provisions
that require current accounting and classification.
Adoption of New Accounting Pronouncements.
Simplifying the Measurement of Inventory (“ASU 2015-11”). In July 2015, the FASB issued ASU 2015-11, Simplifying the Measurement of
Inventory, which requires an entity to measure in scope inventory at the lower of cost and net realizable value. Subsequent measurement is unchanged for
inventory measured using LIFO or the retail inventory method. The amendments should be applied prospectively with earlier application permitted as of the
beginning of an interim or annual reporting period. The Company adopted this standard for the year-ending December 31, 2017. Adoption of this standard
does not materially impact the measurement of the Company’s inventory.
Derivatives and Hedging (Topic 815) Contingent Put and Call Options in Debt Instruments (“ASU 2016-06”). In March 2016, the FASB issued
Accounting Standards Update No. 2016-06, Derivatives and Hedging (Topic 815) Contingent Put and Call Options in Debt Instruments . Topic 815 requires
that embedded derivatives be separated from the host contract and accounted for separately as derivatives if certain criteria are met. There are two approaches
for determining if the criteria are met. The objective of ASU 2016-06 is intended to resolve the diversity in practice resulting from those two approaches. The
Company adopted this standard in the first quarter of 2017. The adoption of this new standard does not materially impact the Company’s consolidated
financial statements.
Compensation—Stock Compensation (‘ASU 2016-09”). In March 2016, the FASB issued Accounting Standards Update No. 2016-09, Compensation
—Stock Compensation. This standard was issued as part of its Simplification Initiative. The objective of the Simplification Initiative is to identify, evaluate,
and improve areas of GAAP for which cost and complexity can be reduced while maintaining or improving the usefulness of the information provided to
users of financial statements. The areas for simplification in ASU 2016-09 involve several aspects of the accounting for share-based payment transactions,
including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. The
amendments in ASU 2016-09 are effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods. The
Company adopted ASU 2016-09 effective as of January 1, 2017 on a prospective basis, and prior periods have not been adjusted. The adoption of this
standard does not materially impact the Company’s accounting for stock compensation.
84
GEVO, INC.
Notes to Consolidated Financial Statements (Continued)
3. Inventories
The following table sets forth the components of the Company’s inventory balances (in thousands).
Raw materials
Corn
Enzymes and other inputs
Nutrients
Finished goods
Ethanol
Isobutanol
Jet Fuels, Isooctane and Isooctene
Distiller's grains
Work in process - Agri Energy
Work in process - Gevo
Spare parts
Total inventories
December 31,
2017
2016
$
$
189 $
202
5
222
1,122
524
59
197
437
1,405
4,362 $
108
309
10
72
755
519
-
274
62
1,349
3,458
Work in process inventory includes unfinished jet fuel, isooctane, and isooctene inventory.
4. Property, Plant and Equipment
The following table sets forth the Company’s property, plant and equipment by classification (in thousands).
Construction in progress
Plant machinery and equipment (1)
Site improvements
Agri-Energy Retrofit asset (1)
Lab equipment, furniture and fixtures and vehicles
Demonstration plant
Buildings
Computer, office equipment and software
Leasehold improvements, pilot plant, land and support equipment
Total property, plant and equipment
Less accumulated depreciation and amortization
Property, plant and equipment, net
-
10 years
10 years
20 years
5 years
2 years
10 years
3 years
2 - 5 years
December 31,
2017
2016
479 $
16,284
7,051
70,842
6,513
3,597
2,543
1,795
2,536
111,640
(41,271)
70,369 $
293
15,397
7,050
70,791
6,431
3,597
2,543
1,594
2,526
110,222
(34,630)
75,592
$
$
(1)
In May 2016, certain assets of the Agri-Energy retrofit asset were reclassified from plant, machinery and equipment to the Agri-Energy retrofit
asset.
As of December 31, 2017 and 2016, the Company has zero and $0.7 million, respectively, of capital lease assets included in computer, office
equipment and software. The Company recorded amortization of capital lease assets of $0.1 million during each of the years ended December 31, 2017, 2016
and 2015, as a component of depreciation and amortization in the consolidated statements of cash flows.
The Company recorded $6.6 million, $6.7 million, and $6.6 million of depreciation expense for the years ended December 31, 2017, 2016, and 2015,
respectively, including $6.2 million, $6.0 million, and $5.7 million of depreciation expense in cost of goods sold for the years ended December 31, 2017,
2016 and 2015 respectively.
85
GEVO, INC.
Notes to Consolidated Financial Statements (Continued)
5. Accounts Payable and Accrued Liabilities
The following table sets forth the components of the Company’s accounts payable and accrued liabilities in the consolidated balance sheets (in
thousands).
Accounts payable - trade
Accrued legal-related fees
Accrued employee compensation
Accrued interest
Accrued production fees
Accrued utilities payable
Accrued taxes payable
Short-term capital lease
Customer deposit
Other accrued liabilities *
Total accounts payable and accrued liabilities
December 31,
2017
2016
$
$
666 $
274
700
434
447
677
172
-
436
205
4,011 $
2,611
626
1,385
359
144
567
136
147
-
218
6,193
*
Other accrued liabilities consist of franchise taxes, audit fees, and a variety of other expenses, none of which individually represent greater than five
percent of total current liabilities.
6. Embedded Derivatives
2020 Notes Embedded Derivative
In June 2017, the Company issued its 12% convertible senior secured notes due 2020 (the “2020 Notes”) in exchange for its 12.0% convertible senior
secured notes due 2017 (the “2017 Notes”). The 2020 Notes contain the following embedded derivatives: (i) a Make-Whole Payment (as defined in the
indenture governing the 2020 Notes (the “2020 Notes Indenture”)) upon either conversion or redemption; (ii) right to redeem the outstanding principal upon a
Fundamental Change (as defined in the 2020 Notes Indenture); (iii) issuer rights to convert into a limited number of shares in any given three-month period
commencing nine -months from the issuance date and dependent on the stock price exceeding 150% of the then in-effect conversion price over a ten-business
day period; and (iv) holder rights to convert into either shares of the Company’s common stock or pre-funded warrants upon the election of the holders of the
2020 Notes.
Embedded derivatives are separated from the host contract and the 2020 Notes, and carried at fair value when: (a) the embedded derivative possesses
economic characteristics that are not clearly and closely related to the economic characteristics of the host contract; and (b) a separate, stand-alone instrument
with the same terms would qualify as a derivative instrument. The Company has concluded that certain embedded derivatives within the 2020 Notes meet
these criteria and, as such, must be valued separate and apart from the 2020 Notes as one embedded derivative and recorded at fair value each reporting
period.
The Company used a binomial lattice model in order to estimate the fair value of the embedded derivative in the 2020 Notes. A binomial lattice model
generates two probable outcomes, whether up or down, arising at each point in time, starting from the date of valuation until the maturity date. A lattice was
initially used to determine if the 2020 Notes would be converted by the holder, called by the issuer, or held at each decision point. Within the lattice model,
the following assumptions are made: (i) the 2020 Notes will be converted by the holder if the conversion value plus the holder’s Make-Whole Payment is
greater than the holding value; or (ii) the 2020 Notes will be called by the issuer if (a) the stock price exceeds 150% of the then in-effect conversion price over
a ten-business day period and (b) if the holding value is greater than the conversion value plus the Make-Whole Payment at the time.
Using this lattice model, the Company valued the embedded derivative using a “with-and-without method”, where the value of the 2020 Notes
including the embedded derivative is defined as the “with”, and the value of the 2020 Notes excluding the embedded derivative is defined as the “without”.
This method estimates the value of the embedded derivative by comparing the difference in the values between the 2020 Notes with the embedded derivative
and the value of the 2020 Notes without the embedded derivative. The lattice model requires the following inputs: (i) price of Gevo common stock; (ii)
Conversion Rate (as defined in the 2020 Notes Indenture); (iii) Conversion Price (as defined in the 2020 Notes Indenture); (iv) maturity date; (v) risk-free
interest rate; (vi) estimated
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GEVO, INC.
Notes to Consolidated Financial Statements (Continued)
stock volatility; and (vii) estimated credit spread for the Company.
Upon issuance on June 20, 2017, the fair value of the embedded derivative was valued at $7.0 million. As of December 31, 2017 the estimated fair
value of the embedded derivatives was $5.2 million. The Company recorded a $1.8 million gain to reflect the change in fair value of the embedded derivative
in the consolidated statements of operations for the year-ended December 31, 2017. The Company recorded the estimated fair value of the embedded
derivative as a component of current liabilities in the consolidated balance sheet.
The following table sets forth the inputs to the lattice model that were used to value the embedded derivatives.
Stock price
Conversion Rate
Conversion Price
Maturity date
Risk-free interest rate
Estimated stock volatility
Estimated credit spread
December 31,
2017
June 20,
2017 (*)
$
$
0.59
1,358.90
0.74
March 15, 2020
$
$
0.62
1,358.90
0.74
March 15, 2020
1.89%
75%
28%
1.45%
80%
28%
* The June 20, 2017 inputs represent the initial valuation of the 2020 Notes Embedded Derivative instrument that arose due to the exchange of the 2017
Notes for the 2020 Notes.
Changes in certain inputs into the lattice model can have a significant impact on changes in the estimated fair value of the embedded featured within
the 2020 Notes. For example, the estimated fair value will generally decrease with: (1) a decline in the stock price; (2) decreases in the estimated stock
volatility; and (3) a decrease in the estimated credit spread.
2022 Notes Embedded Derivative
In July 2012, the Company issued 7.5% convertible senior notes due July 2022 (the “2022 Notes”) which contain the following embedded derivatives:
(i) rights to convert into shares of the Company’s common stock, including upon a Fundamental Change (as defined in the indenture governing the 2022
Notes (the “2022 Notes Indenture”)); and (ii) a Coupon Make-Whole Payment (as defined in the 2022 Notes Indenture) in the event of a conversion by the
holders of the 2022 Notes prior to July 1, 2017.
Embedded derivatives are separated from the host contract, the 2022 Notes, and carried at fair value when: (a) the embedded derivative possesses
economic characteristics that are not clearly and closely related to the economic characteristics of the host contract; and (b) a separate, stand-alone instrument
with the same terms would qualify as a derivative instrument. The Company has concluded that the embedded derivatives within the 2022 Notes meet these
criteria and, as such, must be valued separate and apart from the 2022 Notes as one embedded derivative and recorded at fair value each reporting period.
The Company used a binomial lattice model in order to estimate the fair value of the embedded derivative in the 2022 Notes. A binomial lattice model
generates two probable outcomes, whether up or down, arising at each point in time, starting from the date of valuation until the maturity date. A lattice was
initially used to determine if the 2022 Notes would be converted, called or held at each decision point. Within the lattice model, the following assumptions are
made: (i) the 2022 Notes will be converted early if the conversion value is greater than the holding value; or (ii) the 2022 Notes will be called if the holding
value is greater than both (a) the Redemption Price (as defined in the 2022 Notes Indenture) and (b) the conversion value plus the Coupon Make-Whole
Payment at the time. If the 2022 Notes are called, then the holders will maximize their value by finding the optimal decision between (1) redeeming at the
Redemption Price and (2) converting the 2022 Notes.
Using this binomial lattice model, the Company valued the embedded derivative using a “with-and-without method”, where the value of the 2022
Notes including the embedded derivative is defined as the “with”, and the value of the 2022 Notes excluding the embedded derivative is defined as the
“without”. This method estimates the value of the embedded derivative by looking at the difference in the values between the 2022 Notes with the embedded
derivative and the value of the 2022 Notes without the embedded derivative. The lattice model requires the following inputs: (i) price of Gevo common stock;
(ii) Conversion Rate (as defined in the 2022 Notes Indenture); (iii) Conversion Price (as defined in the 2022 Notes Indenture); (iv) maturity date; (v) risk-free
interest rate; (vi) estimated stock volatility; and (vii) estimated credit spread for the Company.
87
GEVO, INC.
Notes to Consolidated Financial Statements (Continued)
As of December 31, 2017 and December 31, 2016, the estimated fair value of the embedded derivatives was zero. Any decline in the estimated fair
value of the embedded derivatives represents an unrealized gain which has been recorded as gain from change in fair value of embedded derivatives in the
consolidated statements of operations. The Company recorded the estimated fair value of the embedded derivative with the 2022 Notes, net in the
consolidated balance sheets.
7. Derivative Warrant Liability
The following warrants were sold by the Company:
•
•
•
December 2013, the Company sold warrants to purchase 71,013 shares of the Company’s common stock (the “2013 Warrants”).
August 2014, the Company sold warrants to purchase 50,000 shares of the Company’s common stock (the “2014 Warrants”).
February 2015, the Company sold Series A warrants to purchase 110,833 shares of the Company’s common stock (the “Series A Warrants”)
and Series B warrants to purchase 110,833 shares of the Company’s common stock (the “Series B Warrants”).
• May 2015, the Company sold Series C warrants to purchase 21,500 shares of the Company’s common stock (the “Series C Warrants”).
•
•
•
•
December 2015, the Company sold Series D warrants to purchase 502,500 shares of the Company’s common stock (the “Series D
Warrants”) and Series E warrants to purchase 400,000 shares of the Company’s common stock (the “Series E Warrants”).
April 2016, the Company sold Series F warrants to purchase 514,644 shares of common stock (the “Series F Warrant”) and 1,029,286 Series
H warrants, each to purchase one share of common stock (the “Series H Warrant”), and 328,571 pre-funded Series G warrants (“Series G
Warrants”) to purchase one share of common stock, pursuant to an underwritten public offering.
September 2016, the Company sold Series I warrants to purchase 712,503 shares of common stock (the “Series I Warrant”) and 185,000
pre-funded Series J warrants (“Series J Warrants”) to purchase one share of common stock, pursuant to an underwritten public offering.
In February 2017, the Company sold Series K warrants to purchase 6,250,000 shares of the Company’s common stock (the “Series K
Warrants”) and Series M warrants to purchase 6,250,000 shares of the Company’s common stock (the “Series M Warrants”), and pre-funded
Series L warrants (the “Series L Warrants”) to purchase 570,000 shares of the Company’s common stock, pursuant to an underwritten public
offering
88
GEVO, INC.
Notes to Consolidated Financial Statements (Continued)
The following sets forth information pertaining to shares issued upon the exercise of such warrants for the year ended December 31, 2017:
Issuance
Date
Expiration
Date
Exercise
Price as of
December 31,
2017
12/16/2013 12/16/2018 $
08/05/2014 08/05/2019 $
02/03/2015 02/03/2020 $
02/03/2015 08/03/2015
05/19/2015 05/19/2020 $
12/11/2020 $
12/11/2020
12/11/2015
12/11/2015
04/01/2016 04/01/2021 $
04/01/2016 04/01/2017
04/01/2016 10/01/2016
09/13/2016 09/13/2021 $
09/13/2016 09/13/2017
02/17/2017
02/17/2017 02/17/2018
11/17/2017
02/17/2017
11/17/2017
02/17/2017
2/17/2022 $
8.99
6.83
0.68
-
5.50
2.00
-
2.00
-
-
11.00
-
0.60
-
-
-
(1)
(1)
(1)
(1)
(1)
(1), (2)
(1), (3)
Shares
Underlying
Warrants on
Issuance Date
71,013
50,000
110,833
110,833
21,500
502,500
400,000
514,644
328,571
1,029,286
712,503
185,000
6,250,000
570,000
2,305,000
3,945,000
17,106,683
Shares Issued
upon Warrant
Exercises as of
December 31,
2017
Shares
Underlying
Warrants
Outstanding as of
December 31,
2017 (4)
15,239
30,538
99,416
110,833
-
501,570
400,000
233,857
328,571
1,029,286
-
185,000
160,000
570,000
1,485,000
3,945,000
9,094,310
55,774
19,462
11,417
-
21,500
930
-
280,787
-
-
712,503
-
6,090,000
-
-
-
7,192,373
2013 Warrants
2014 Warrants
Series A Warrants
Series B Warrants
Series C Warrants
Series D Warrants
Series E Warrants
Series F Warrants
Series G Warrants
Series H Warrants
Series I Warrants
Series J Warrants
Series K Warrants
Series L Warrants
Series M-A Warrants
Series M-B Warrants
(1) Warrants have either been fully exercised and/or expired as of December 31, 2017.
(2)
In October 2017, 1,485,000 Series M warrants were repriced between $0.60 and $0.65 per warrant. Of those warrants that
were repriced, all were exercised in the fourth quarter of 2017, providing proceeds of $1.0 million.
In September 2017, 3,945,000 Series M warrants were repriced to $0.60. Of those warrants that were repriced, all were
exercised in the second half of 2017, providing proceeds of $2.4 million.
(3)
(4) This table does not include 1,393 equity-classified warrants issued between 2008 through 2012, with strike prices between
$17.70 and $24.45 per share.
The agreements governing the above warrants include the following terms:
•
•
•
•
certain warrants have exercise prices which are subject to adjustment for certain events, including the issuance of stock dividends on the
Company’s common stock and, in certain instances, the issuance of the Company’s common stock or instruments convertible into the
Company’s common stock at a price per share less than the exercise price of the respective warrants;
warrant holders may exercise the warrants through a cashless exercise if, and only if, the Company does not have an effective registration
statement then available for the issuance of the shares of its common stock. If an effective registration statement is available for the issuance
of its common stock, a holder may only exercise the warrants through a cash exercise;
the exercise price and the number and type of securities purchasable upon exercise of the warrants are subject to adjustment upon certain
corporate events, including certain combinations, consolidations, liquidations, mergers, recapitalizations, reclassifications, reorganizations,
stock dividends and stock splits, a sale of all or substantially all of the Company’s assets and certain other events; and
in the event of an extraordinary transaction (as defined in the respective warrant agreements), generally including any merger with or into
another entity, sale of all or substantially all of the Company’s assets, tender offer or exchange offer, or reclassification of its common stock,
in which the successor entity (as defined in the respective warrant
89
GEVO, INC.
Notes to Consolidated Financial Statements (Continued)
agreements) that assumes the warrant is not a publicly traded company, the Company or any successor entity will pay the warrant holder, at
such holder’s option, exercisable at any time concurrently with or within 30 days after the consummation of the extraordinary transaction,
an amount of cash equal to the value of such holder’s warrants as determined in accordance with an appropriate valuation model and the
terms of the respective warrant agreement.
Based on these terms, the Company has determined that all warrants issued since 2013 (the “Warrants”) qualify as derivatives and, as such, are
presented as a derivative warrant liability on the consolidated balance sheets and recorded at fair value each reporting period. The fair value of the Warrants
was estimated to be $2.0 million and $2.7 million as of December 31, 2017 and December 31, 2016, respectively. The decrease in the estimated fair value of
the Warrants represents an unrealized gain which has been recorded as a gain from the change in fair value of derivative warrant liability in the consolidated
statements of operations.
During the twelve months ended December 31, 2017, common stock was issued as a result of exercise of Warrants as described below:
Series K Warrants
Series L Warrants
Series M-A Warrants
Series M-B Warrants
Twelve Months Ended
December 31, 2017
Common Stock
Issued
Proceeds
160,000
570,000
1,485,000
3,945,000
6,160,000 $
106,000
5,700
950,250
2,367,000
3,428,950
During the twelve months ended December 31, 2017, we issued 160,000 shares of common stock as a result of the exercise of Series K Warrants,
570,000 shares of common stock as a result of the exercise of Series L Warrants and 5,430,000 shares of common stock as a result of the exercise of Series M
Warrants, resulting in a total proceeds of approximately $3.4 million.
In addition, in September 2017, as permitted by Section 2(a) of the Series M Warrants agreement the Board of Directors of the Company approved a
voluntarily reduction of the exercise price of the Series M Warrants exercisable into 3,945,000 shares of the Company’s common stock from an exercise price
of $2.35 per share of common stock to $0.60 per share of common stock, for the remaining term of these warrants (The Series “M-B” Warrants). Except for
the reduction in exercise price, the terms of these Series M-B Warrants remained unchanged. In September 2017, the Company issued 3,500,000 shares of
common stock as a result of the exercise of these Series M-B Warrants. In the fourth quarter of 2017, the remaining 445,000 Series M-B Warrants for which
the exercise price had been adjusted to $0.60 were exercised.
In October 2017, the Board of Directors of the Company approved voluntarily reductions of the exercise price of additional Series M Warrants
exercisable into 1,185,000 shares of the Company’s common stock from an exercise price of $2.35 per share of common stock to $0.65 per share of common
stock, and Series M Warrants exercisable into 300,000 shares of the Company’s common stock from an exercise price of $2.35 per share of common stock to
$0.60 per share of common stock. These, along with the remainder of the Series M Warrants for which the original exercise price was not reduced comprise
the Series M-A Warrants. Except for the reduction in exercise price, the terms of these Series M Warrants remained unchanged. During the fourth quarter of
2017, all Series M-A warrants for which the exercise price was reduced were exercised. The remaining Series M-A warrants expired during the fourth quarter
of 2017.
As of December 31, 2017, all of the Series B, E, G, H, J and M Warrants for which the exercise price had been adjusted were fully exercised or expired.
8. Debt
2020 Notes
The following table sets forth information pertaining to the 2020 Notes which is included in the Company’s consolidated
90
GEVO, INC.
Notes to Consolidated Financial Statements (Continued)
balance sheets (in thousands).
Principal
Amount
Balance - December 31, 2016
Issuance of 2020 Notes and related discounts
and
issue costs
Amortization of debt discount
Amortization of debt issue costs
Paid-in-kind interest
Change in fair value of 2020 Notes embedded
derivative
Balance - December 31,2017
Debt
Discount
Debt Issue
Costs
Total 2020
Notes
2020 Notes
Embedded
Derivative
-
$
-
$
-
$
-
Total 2020
Notes and
2020 Notes
Embedded
Derivative
-
$
of 2020 Notes
$
-
$
$
16,492
$
(3,009)
$
(800) $
12,683
$
6,975
$
19,658
-
-
165
-
508
-
-
-
-
135
-
-
508
135
165
-
-
-
-
508
135
165
(1,751)
(1,751)
$
16,657
$
(2,501)
$
(665) $
13,491
$
5,224
$
18,715
On April 19, 2017, the Company entered into an Exchange and Purchase Agreement (the “Purchase Agreement”) with WB Gevo, LTD (the “Holder”)
the holder of the 2017 Notes, which were issued under that certain Indenture dated as of June 6, 2014, by and among the Company, the guarantors party
thereto, and Wilmington Savings Fund Society, FSB, as trustee and as collateral trustee (as supplemented, the “2017 Notes Indenture”), and Whitebox
Advisors LLC, in its capacity as representative of the Holder (“Whitebox”). Pursuant to the terms of the Purchase Agreement, the Holder, subject to certain
conditions, including approval of the transaction by the Company’s stockholders (which was received on June 15, 2017), agreed to exchange all of the
outstanding principal amount of the 2017 Notes for an equal principal amount of the 2020 Notes, plus an amount in cash equal to the accrued and unpaid
interest (other than interest paid in kind) on the 2017 Notes (the “Exchange”). Pursuant to the Purchase Agreement, the Company also granted the Holder an
option (the “Purchase Option”) to purchase up to an additional aggregate principal amount of $5.0 million of 2020 Notes (the “Option Notes”), at a purchase
price equal to the aggregate principal amount of such Option Notes purchased, having identical terms (other than with respect to the issue date and restrictions
on transfer relating to compliance with applicable securities law) to the 2020 Notes issued, at any time on or within ninety (90) days of the closing of the
Exchange. The right to purchase Option Notes expired as of September 30, 2017. On June 20, 2017, the Company completed the Exchange, terminated the
2017 Notes Indenture and cancelled the 2017 Notes. The Company recognized an approximately $4.0 million loss which has been recorded as loss on
exchange or conversion of debt within the consolidated statements of operations.
The 2020 Notes will mature on March 15, 2020 and are secured by a first lien on substantially all of the Company’s assets. The 2020 Notes bear
interest at a rate equal to 12% per annum (with 2% potentially payable as PIK Interest (as defined and described below) at the Company’s option), payable on
March 31, June 30, September 30, and December 31 of each year. Under certain circumstances, the Company has the option to pay a portion of the interest
due on the 2020 Notes by either (a) increasing the principal amount of the 2020 Notes by the amount of interest then due or (b) issuing additional 2020 Notes
with a principal amount equal to the amount of interest then due (interest paid in the manner set forth in (a) or (b) being referred to as “PIK Interest”). In the
event the Company pays any portion of the interest due on the 2020 Notes as PIK Interest, the maximum aggregate principal amount of 2020 Notes that could
be convertible into shares of the Company’s common stock will be increased. Additional shares of the Company’s common stock may also become issuable
pursuant to the 2020 Notes in the event the Company is required to make certain make-whole payments as provided in the 2020 Notes Indenture.
The 2020 Notes are convertible into shares of the Company’s common stock, subject to certain terms and conditions. The initial conversion price of
the 2020 Notes is equal to $0.7359 per share of common stock, or 1.3589 shares of common stock per $1 principal amount of 2020 Notes (the “Conversion
Price”). In addition, upon certain equity financing transactions by the Company, the Holders will have a one-time right to reset the Conversion Price (the
“Reset Provision”) (i) in the first ninety (90) days following the Exchange Date, at a 25% premium to the common stock price in the equity financing and (ii)
after ninety (90) and to and including one hundred eighty (180) days following the closing of the Exchange, at a 35% premium to the common stock share
price in the equity financing. Following an exercise of the Reset Provision, the Holders will also have a right to consent to certain equity financings by the
Company during the one hundred eighty (180) days following the closing of the Exchange.
Each Holder has agreed not to convert its 2020 Notes into shares of Company common stock to the extent that, after giving effect to such conversion,
the number of shares of common stock beneficially owned by such Holder and its affiliates would exceed 4.99% of Company common stock outstanding at
the time of such conversion (the “4.99% Ownership Limitation”); provided that a
91
GEVO, INC.
Notes to Consolidated Financial Statements (Continued)
Holder may, at its option and upon sixty-one (61) days’ prior notice to the Company, increase such threshold to 9.99% (the “9.99% Ownership Limitation”).
If a conversion of 2020 Notes by Whitebox would exceed the 4.99% Ownership Limitation or the 9.99% Ownership Limitation, as applicable, the Purchase
Agreement contains a provision granting the holder a fully funded prepaid warrant for such common stock with a term of nine months, subject to a 6 month
extension, which it can draw down from time to time.
Other than as set forth in the Reset Provision, the 2020 Notes do not contain any anti-dilution adjustments for future equity issuances that are below
the Conversion Price, and adjustments to the Conversion Price will only generally be made in the event that there is a dividend or distribution paid on shares
of the Company’s common stock, a subdivision, combination or reclassification of the Company’s common stock, or at the discretion of the Board of
Directors of the Company in limited circumstances and subject to certain conditions.
Under certain circumstances, we may file one or more registration statements on Form S-3 or amend filings in order to register shares of common
stock for sale or resale, as necessary in connection with the 2020 Notes.
2017 Notes
In May 2014, the Company entered into a term loan agreement (the “Loan Agreement”) with the lenders party thereto from time to time (each, a
“Lender” and collectively, the “Lenders”) and Whitebox Advisors, LLC, as administrative agent for the Lenders (“Whitebox”), with a maturity date of March
15, 2017, pursuant to which the Lenders committed to provide one or more senior secured term loans to the Company in an aggregate amount of up to
approximately $31.1 million on the terms and conditions set forth in the Loan Agreement (collectively, the “Term Loan”). The first and only advance of the
Term Loan in the amount of $22.8 million, net of discounts and issue costs of $1.6 million and $1.5 million, respectively, was made to the Company in
May 2014. Also in May 2014, the Company and its subsidiaries entered into an Exchange and Purchase Agreement (the “Exchange and Purchase
Agreement”) with WB Gevo, Ltd. and the other Lenders party thereto from time to time and Whitebox, in its capacity as administrative agent for the Lenders.
Pursuant to the terms of the Exchange and Purchase Agreement, the Lenders were given the right, subject to certain conditions, to exchange all or a portion of
the outstanding principal amount of the Term Loan for the Company’s 2017 Notes, which were convertible into shares of the Company’s common
stock. While outstanding, the Term Loan bore an interest rate equal to 15% per annum, of which 5% was payable in cash and 10% was payable in kind and
capitalized and added to the principal amount of the Term Loan.
In June 2014, the Lenders exchanged all $25.9 million of outstanding principal amount of Term Loan for 2017 Notes, together with accrued paid-in-
kind interest of $0.2 million. The terms of the 2017 Notes were set forth in an indenture by and among the Company, its subsidiaries in their capacity as
guarantors, and Wilmington Savings Fund Society, FSB, as trustee (the “2017 Notes Indenture”).
On February 13, 2017, the Company and its subsidiaries, as guarantors, entered into an Tenth Supplemental Indenture (the “Tenth Supplemental
Indenture”) with Wilmington Savings Fund Society, FSB, as trustee and collateral trustee, and Whitebox, relating to the 2017 Notes. The Tenth Supplemental
Indenture amended the 2017 Notes Indenture to, among other things, (i) extend the maturity date of the 2017 Notes to June 23, 2017, (ii) increase the interest
rate on the 2017 Notes from 10.0% to 12.0% per annum, and (iii) required the Company to pay down approximately $9.6 million in principal outstanding
leaving the remaining principal balance of the 2017 Notes at approximately $16.5 million.
On June 20, 2017, the Company and the Holder exchanged all of the outstanding principal amount of the 2017 Notes for an equal principal amount of
the 2020 Notes. As a result, at December 31, 2017, the outstanding principal amount of the 2017 Notes was zero.
While the 2017 Notes were outstanding, the Company was required to maintain an interest reserve in an amount equal to 10% of the original
outstanding principal amount of $26.1 million, to be adjusted on an annual basis. As of December 31, 2016, there was a balance of $2.6 million in the interest
reserve account. This amount was classified as restricted deposits until the second quarter of 2017.
2022 Notes
The following table sets forth information pertaining to the 2022 Notes which is included in the Company’s consolidated balance sheets (in
thousands).
92
GEVO, INC.
Notes to Consolidated Financial Statements (Continued)
Balance - December 31, 2016
Amortization of debt discount
Amortization of debt issue costs
Exchange of 2022 Notes
One-time repurchase of debt
Write-off of debt discount and debt issue costs associated with
extinguishment of debt
Balance - December 31, 2017
Principal
Amount
of 2022 Notes
$
9,575 $
Debt
Discount
Debt Issue
Costs
Total
(1,307) $
(47) $
-
-
(8,885)
(175)
149
-
-
-
$
-
515 $
1,158
- $
-
6
-
-
41
- $
8,221
149
6
(8,885)
(175)
1,199
515
In July 2012, the Company sold $45.0 million in aggregate principal amount of 2022 Notes, for net proceeds of $40.9 million, after accounting for
$2.7 million and $1.4 million of discounts and issue costs, respectively. The 2022 Notes bear interest at 7.5% which is to be paid semi-annually in arrears on
January 1 and July 1 of each year. The 2022 Notes will mature on July 1, 2022, unless earlier repurchased, redeemed or converted. During the twelve-months
ended December 31, 2017, 2016 and 2015, the Company recorded $0.2 million, $4.0 million and $3.7 million, respectively, of expense related to the
amortization of debt discounts and issue costs, $1.2 million, $2.5 million, and $1.9 million respectively, of expense related to the write-off of debt discount
and debt issue costs associated with extinguishment or conversion of debt; and $0.05 million and $1.2 million and $1.8 million, respectively, of interest
expense related to the 2022 Notes.
The amortization of debt issue costs, debt discounts and cash interest are included as a component of interest expense in the consolidated statements
of operations. The Company amortizes debt discounts and debt issue costs associated with the 2022 Notes using an effective interest rate of approximately
40% from the issuance date through July 1, 2017, a five-year period, which represents the date the holders can require the Company to repurchase the 2022
Notes.
The 2022 Notes are convertible at a conversion rate of 0.5856 shares of the Company’s common stock per $1,000 principal amount of 2022 Notes,
subject to adjustment in certain circumstances as described in the Indenture. This is equivalent to a conversion price of approximately $1,707.65 per share of
common stock. Holders may convert the 2022 Notes at any time prior to the close of business on the third business day immediately preceding the maturity
date of July 1, 2022.
If a holder elected to convert its 2022 Notes prior to July 1, 2017, such holder was entitled to receive, in addition to the consideration upon
conversion, a Coupon Make-Whole Payment. The Coupon Make-Whole Payment was equal to the sum of the present values of the number of semi-annual
interest payments that would have been payable on the 2022 Notes that a holder had elected to convert from the last day through which interest was paid up to
but excluding July 1, 2017, computed using a discount rate of 2%. The Company could pay any Coupon Make-Whole Payment either in cash or in shares of
common stock at its election. If the Company elected to pay in common stock, the stock would be valued at 90% of the average of the daily volume weighted
average prices of the Company’s common stock for the 10 trading days preceding the date of conversion. Prior to 2016, the Company converted $20.1 million
in outstanding 2022 Notes in return for 28,978 shares of the Company’s common stock, of which, 7,331 represented amounts owed under the Coupon Make-
Whole Payment. Additionally, the Company issued 55,392 shares in exchange for the redemption of $2.5 million of the 2022 Notes. No holders of the 2022
Notes elected to convert, and the conversion period has expired.
The Company had a provisional redemption right (“Provisional Redemption”) to redeem, at its option, all or any part of the 2022 Notes at a price
payable in cash, beginning on July 1, 2015 and prior to July 1, 2017, provided that the Company’s common stock for 20 or more trading days in a period of
30 consecutive trading days ending on the trading day immediately prior to the date of the redemption notice exceeds 150% of the conversion price for the
2022 Notes in effect on such trading day. On or after July 1, 2017, the Company has an optional redemption right (“Optional Redemption”) to redeem, at its
option, all or any part of the 2022 Notes at a price payable in cash. The price payable in cash for the Optional Redemption or Provisional Redemption is equal
to 100% of the principal amount of 2022 Notes redeemed plus any accrued and unpaid interest thereon through, but excluding, the repurchase date.
The holders of the 2022 Notes had a one-time option to require the Company to repurchase on July 1, 2017 (or on the first business day following
such date), at a purchase price, payable in cash, equal to one hundred percent (100%) of the principal amount of any 2022 Notes to be so purchased, plus
accrued and unpaid interest. Prior to July 1, 2017, certain holders of the 2022 Notes delivered notices to the trustee of the 2022 Notes requiring the repurchase
of $175,000 principal amount of the 2022 Notes, plus
93
GEVO, INC.
Notes to Consolidated Financial Statements (Continued)
accrued and unpaid interest, which was completed on July 3, 2017.
In the second half of 2016, the Company issued 951,801 shares in exchange for the redemption of $12.8 million in outstanding 2022 Notes. In the first
half of 2017, the Company issued 2,982,053 shares in exchange for $8.9 million in outstanding 2022 Notes, resulting in approximately $1.0 million loss on
exchange of debt.
If a Fundamental Change (as defined in the 2022 Notes Indenture) occurs, at any time, then each holder will have the right to require the Company to
repurchase all of such holder’s 2022 Notes, or any portion thereof that is an integral multiple of $1,000 principal amount, for cash at a repurchase price of
100% of the principal amount of such 2022 Notes plus any accrued and unpaid interest thereon through, but excluding, the repurchase date.
If there is an Event of Default (as defined in the 2022 Notes Indenture) under the 2022 Notes, the holders of not less than 25% in principal amount of
the outstanding notes by notice to the Company and the trustee may, and the trustee at the request of such holders shall, declare the principal amount of all the
outstanding 2022 Notes and accrued and unpaid interest thereon to be due and payable immediately. There have been no Events of Default as of December
31, 2017
In the first quarter of 2018, the Company issued 780,303 shares in exchange for the redemption of the remaining $515,000 in outstanding 2022 Notes.
9. Capital Stock
As of December 31, 2017, the Company has authorized 250.0 million and 10.0 million shares of common and preferred stock, respectively, of which
there are 21.8 million shares of common stock outstanding and zero shares of preferred stock outstanding.
The holders of the Company’s common stock have one vote per share. The board of directors has the authority, without action by its stockholders, to
designate and issue shares of preferred stock in one or more series and to fix the rights, preferences, privileges and restrictions thereof. The Company’s
amended and restated certificate of incorporation provides that the Company’s board of directors will be divided into three classes, with staggered three-year
terms and provides that all stockholder actions must be effected at a duly called meeting of the stockholders and not by a written consent. The amended and
restated certificate of incorporation also provides that only the board of directors may call a special meeting of the stockholders and requires the approval of
either a majority of the directors then in office or 66 2/3% of the voting power of all then outstanding capital stock for the adoption, amendment or repeal of
any provision of the Company’s amended and restated bylaws. In addition, the amendment or repeal of certain provisions of the Company’s amended and
restated certificate of incorporation requires the approval of 66 2/3% of the voting power of all then outstanding capital stock.
94
GEVO, INC.
Notes to Consolidated Financial Statements (Continued)
10. Equity Incentive Plans
2006 Omnibus Securities and Incentive Plan. During 2006, the Company established the Gevo, Inc. 2006 Omnibus Securities and Incentive Plan (the
“2006 Plan”). Pursuant to the 2006 Plan, the Company granted stock awards to employees and directors of the Company. Upon adoption of the Gevo, Inc.
2010 Stock Incentive Plan (as amended, the “2010 Plan”), no further grants can be made under the 2006 Plan. At December 31, 2017, a total of 837 shares of
Gevo common stock were reserved for issuance upon the exercise of outstanding stock option awards under the 2006 Plan. To the extent outstanding awards
under the 2006 Plan expire, or are forfeited, cancelled, settled, or become unexercisable without the issuance of shares, the shares of common stock subject to
such awards will be available for future issuance under the 2010 Plan.
2010 Stock Incentive Plan. In February 2011, the Company’s stockholders approved the 2010 Plan, which was subsequently amended in June 2013,
and amended and restated in July 2015, June 2016 and November 2016, and provides for the grant of non-qualified stock options, incentive stock options,
stock appreciation rights, restricted stock, restricted stock units and other equity awards to employees and directors of the Company. Stock options granted
under the 2010 Plan have an exercise price that is at least equal to the fair market value of the Company’s common stock on the date the stock option is
granted and expire ten years after the date of grant. At December 31, 2017, a total of 45,594 shares of Gevo common stock were reserved for issuance upon
the exercise of outstanding stock option awards under the 2010 Plan, and an additional 133,607 shares were available for grant.
Employee Stock Purchase Plan. In February 2011, the Company’s stockholders approved the ESPP. The offering periods for the ESPP are from
January 1 to June 30 and from July 1 to December 31 of each calendar year. The Company has reserved 4,285 shares of common stock for issuance under
the ESPP, of which 3,802 shares as of December 31, 2017 are available for future issuance. The purchase price of the common stock under the ESPP is 85%
of the lower of the fair market value of a share of common stock on the first or last day of the purchase period.
11. Stock-Based Compensation
Stock-Based Compensation Expense. The following table sets forth the Company’s stock-based compensation expense (in thousands).
Stock options and ESPP awards
Research and development
Selling, general and administrative
Restricted stock awards
Research and development
Selling, general and administrative
Restricted stock units
Research and development
Selling, general and administrative
Total stock-based compensation
2017
Year Ended December 31,
2016
2015
$
37 $
122
62 $
321
12
17
70
163
116
143
28
216
131
401
576
1,467
10
62
$
421 $
886 $
2,647
Determining Fair Value of Share-Based Payment Awards. The following table sets forth the Black-Scholes option pricing model assumptions and
resulting grant date fair value for stock options granted.
Risk-free interest rate
Expected dividend yield
Expected volatility factor
Expected option life (in years)
Weighted average grant date fair value
2017
Year Ended December 31,
2016
2015
2.01%
None
119.00%
5.77
0.86
$
1.49%
None
106.70%
5.77
5.66
$
1.62%
None
106.89%
5.77
35.40
$
95
GEVO, INC.
Notes to Consolidated Financial Statements (Continued)
Due to the Company’s limited history of grant activity, the expected life of options granted was estimated using the “simplified method” in accordance
with SEC Staff Accounting Bulletin 110, where the expected life equals the arithmetic average of the vesting term and the original contractual term of the
options. The volatility factor was determined based upon management’s estimate using inputs from comparable public companies. The risk-free interest rate
assumption is determined based upon observed interest rates appropriate for the expected term of the Company’s employee stock options. The dividend yield
assumption is based on the Company’s history of dividend payouts.
An annual forfeiture rate is estimated at the time of grant for all share-based payment awards, and revised, if necessary, in subsequent periods if the
actual forfeiture rate differs from the Company’s estimate. Forfeitures have been estimated by the Company based upon historical and expected forfeiture
experience. Estimated forfeiture rates used for the periods presented were from 0% to 5%.
Stock Option Award Activity. Stock option activity under the Company’s option plans at December 31, 2017 and changes during the year ended
December 31, 2017 were as follows.
Weighted-
Average
Remaining
Contractual
Term
(years)
Aggregate
Intrinsic Value
-
$
8.25 $
-
-
-
Options outstanding at December 31, 2016
Granted
Canceled or forfeited
Exercised
Options outstanding at December 31, 2017
Number of
Options
Weighted-
Average
Exercise
Price
16,915 $
60,000
(30,484)
-
46,431 $
289.73
1.01
1.01
-
106.19
Options exercisable at December 31, 2017
29,013 $
165.47
7.85 $
Options vested and expected to vest at December 31, 2017
46,431 $
106.19
8.25 $
The aggregate intrinsic values in the table above represent the total pre-tax intrinsic values (the difference between the closing price of Gevo’s
common stock on the last trading day of the 2017 calendar year and the exercise price, multiplied by the number of in-the-money stock option shares) that
would have been received by the option holders had all in-the-money outstanding stock options been exercised on December 31, 2017. The total intrinsic
value of options exercised during the years ended December 31, 2017, 2016, and 2015 was zero.
The following table summarizes information associated with outstanding and exercisable stock options at December 31, 2017.
Options Outstanding
Options Exercisable
Range of
Exercise
Prices
$0.00 to $51.00
$105.00 to $147.00
$264.00 to $438.00
$462.00 to $1,845.00
$2,331.00 to $3,426.00
$3,801.00 to $5,742.00
Weighted-
Average
Weighted-
Remaining
Weighted-
Average
Weighted-
Average
Remaining
Number of Average Exercise Contractual Life Number of Exercise Contractual Life
Options
Options
in Years
in Years
Price
Price
43,968 $
80 $
586 $
801 $
637 $
360 $
46,431 $
14.03
144.90
368.79
715.51
2,938.98
4,556.47
106.19
96
8.65
0.00
0.33
1.89
0.29
1.69
8.25
26,550 $
80 $
586 $
801 $
637 $
360 $
29,013 $
18.35
144.90
368.79
715.51
2,938.98
4,556.47
165.47
8.49
0.00
0.33
1.89
0.29
1.69
7.85
GEVO, INC.
Notes to Consolidated Financial Statements (Continued)
As of December 31, 2017, $0.1 million of total unrecognized compensation cost related to stock options is expected to be recognized as an expense by
the Company in the future over a weighted-average period of approximately one year.
There is a maximum contractual term of 10 years for the share options. The Company settles stock option exercises with newly issued common
shares. No tax benefits were realized by the Company in connection with these exercises as the Company maintains net operating loss carryforwards and has
established a valuation allowance against the entire tax benefit.
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, generally three to six years, for awards that vest based upon a service period. For performance based restricted stock awards, the
Company recognizes expense over the requisite service period.
Non-vested restricted stock awards at December 31, 2017 and changes during the year ended December 31, 2017 were as follows.
Number of
Shares
Weighted-
Average
Grant-Date
Fair Value
Non-vested at December 31, 2016
Granted
Vested
Canceled or forfeited
Non-vested at December 31, 2017
$
8,823
-
(5,730)
-
3,093
$
47.51
-
49.50
-
43.80
The total fair value of restricted stock that vested during the years ended December 31, 2017, 2016 and 2015 was $0.2 million, $0.3 million, and $1.4
million, respectively. As of December 31, 2017, the total unrecognized compensation expense, net of estimated forfeitures, relating to restricted stock awards
was $0.1 million, which is expected to be recognized over a weighted-average period of approximately one year.
12. Gevo Development
Gevo, Inc. currently owns 100% of the outstanding equity interests of Gevo Development.
Gevo, Inc. made capital contributions to Gevo Development of $8.9 million, $12.3 million, and $7.9 million, respectively, during the years ended
December 31, 2017, 2016, and 2015.
The following table sets forth (in thousands) the net loss incurred by Gevo Development (including Luverne after September 22, 2010, the closing date
of the acquisition) which has been fully allocated to Gevo, Inc.’s capital contribution account based upon its capital contributions (for the period prior to
September 2010) and 100% ownership (for the period after September 22, 2010).
Gevo Development Net Loss
2017
Year Ended December 31,
2016
2015
$
(12,653) $
(12,983) $
(12,294)
The accounts of Agri-Energy are consolidated within Gevo Development as a wholly owned subsidiary which is then consolidated into Gevo, Inc. As
of December 31, 2017, Gevo Development does not have any assets that can be used only to settle obligations of Gevo Development.
As previously disclosed, in June 2011, we entered into an Isobutanol Joint Venture Agreement (the “Joint Venture Agreement”) between our wholly-
owned subsidiary, Gevo Development and Redfield Energy, LLC (“Redfield”), under which we agreed to work with Redfield to Retrofit Redfield’s ethanol
production facility located near Redfield, South Dakota for the commercial production of isobutanol. During the fourth quarter of 2017, we entered into an
Agreement with Redfield, pursuant to which we and Redfield agreed to terminate the Joint Venture Agreement in all respects. There are no termination fees
or other obligations of either party in connection with such termination.
97
GEVO, INC.
Notes to Consolidated Financial Statements (Continued)
13. Income Taxes
There is no provision for income taxes because the Company has incurred operating losses since inception. As of December 31, 2017, the Company
had federal and state net operating loss carryforwards of approximately $359.2 million and $336.7 million, respectively, which may be used to offset future
taxable income. The Company also had federal research and development tax credit carryforwards and other federal tax credit carryforwards which aggregate
to $3.5 million at December 31, 2017. These carryforwards expire at various times through 2037 and may be limited in their annual usage by Section 382 of
the Internal Revenue Code, as amended, relating to ownership changes.
The following table sets forth the tax effects of temporary differences that give rise to significant portions of the Company’s net deferred tax assets (in
thousands).
Deferred tax assets, net:
Net operating loss carryforwards
Research and other credits
Other temporary differences
Deferred tax assets - before valuation allowance
Valuation allowance
Net deferred tax assets - after valuation allowance
December 31,
2017
2016
$
$
100,631
3,482
3,266
107,379
(107,379)
-
$
$
133,514
3,482
2,319
139,315
(139,315)
-
The Company recognizes uncertain tax positions net, against any operating losses or applicable research credits as they arise. Currently, there are no
uncertain tax positions recognized at December 31, 2017. The Company has provided a full valuation allowance on its deferred tax assets at December 31,
2017 and 2016, as management believes it is more likely than not that the related deferred tax asset will not be realized. The reported amount of income tax
expense differs from the amount that would result from applying domestic federal statutory tax rates to pretax losses, primarily because of changes in the
valuation allowance.
The following table sets forth reconciling items from income tax computed at the statutory federal rate.
Federal income tax at statutory rate
State income taxes, net of federal benefits
Research and other credits
Impact of change in statutory tax rates
Permanent deductions
Valuation allowance
Effective tax rate
2017
Year Ended December 31,
2016
2015
35.0%
7.5%
0.0%
(183.8%)
7.5%
133.8%
0.0%
35.0%
2.9%
(5.8%)
0.0%
(18.0%)
(14.1%)
(0.0%)
35.0%
5.4%
(1.2%)
0.0%
(4.0%)
(35.2%)
0.0%
Accounting literature regarding liabilities for unrecognized tax benefits provides guidance for the recognition and measurement in financial statements
of uncertain tax positions taken or expected to be taken in a tax return. The Company’s evaluation was performed for the tax periods from inception to
December 31, 2017, which remain subject to examination by major tax jurisdictions as of December 31, 2017.
The Company may from time to time be assessed interest or penalties by major tax jurisdictions, although there have been no such assessments
historically, with any material impact to its financial results. The Company would recognize interest and penalties
98
GEVO, INC.
Notes to Consolidated Financial Statements (Continued)
related to unrecognized tax benefits within the income tax expense line in the accompanying consolidated statements of operations. Accrued interest and
penalties would be included within the related tax liability line in the consolidated balance sheets.
In December 2017, the federal government of the United States of America passed the “Tax Cuts and Jobs Act”. The Company has evaluated the
impact, if any, on the Company’s financial statements, including tax disclosures. As of December 31, 2017, the Company does not consider the new tax
reform to materially impact to the Company’s financial statements except for certain reductions in the estimated valuation of net operating loss carryforwards
and the associated offsetting valuation allowance.
14. Employee Benefit Plan
The Company’s employees participate in the Gevo, Inc. 401(k) Plan (the “401(k) Plan”). Subject to certain eligibility requirements, the 401(k) Plan
covers substantially all employees after three months of service with quarterly entry dates. Employee contributions are deposited by the Company into the
401(k) Plan and may not exceed the maximum statutory contribution amount. The Company may make matching and/or discretionary contributions to the
401(k) Plan. Effective January 2013, the Company elected to cease providing an employer match.
15. Commitments and Contingencies
Leases. During the year ended December 31, 2012, the Company entered into a six year software license agreement. The Company concluded that the
software license agreement qualifies as a capital lease. Accordingly, at December 31, 2017 and 2016, the Company had capital lease liabilities of zero and
$0.1 million included in accounts payable and accrued liabilities and other long-term liabilities, respectively on its consolidated balance sheet.
The Company has an operating lease for its office, research, and production facility in Englewood, Colorado (the “Colorado Facility”) with a term
expiring in July 2021. The Company also maintains a corporate apartment in Colorado, which has a lease term expiring during the next 12 months. The
Company maintains an operating lease for rail cars Luverne Facility, with the lease term expiring in July 2020.
Rent expense for the years ended December 31, 2017, 2016 and 2015 was $1.6 million, $1.7 million, and $1.6 million, respectively. The Company
recognizes rent expense on its operating leases on a straight-line basis.
The table below shows the future minimum payments under non-cancelable operating leases and capital leases at December 31, 2017 (in thousands).
2018
2019
2020
2021
2022
Thereafter
Total
Operating Leases
1,421
907
394
200
-
-
2,922
$
$
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 December 31, 2017and 2016, the Company did not have any liabilities associated with indemnities.
In addition, the Company, as permitted under Delaware law and in accordance with its amended and restated certificate of incorporation and amended
and restated bylaws, indemnifies its officers and directors for certain events or occurrences, subject to certain limits, while the officer or director is or was
serving at the Company’s request in such capacity. The duration of these indemnifications, commitments, and guarantees varies and, in certain cases, is
indefinite. The maximum amount of potential future indemnification is unlimited; however, the Company has a director and officer insurance policy that may
enable it to recover a portion of any future amounts paid. The Company accrues for losses for any known contingent liability, including those that may arise
from indemnification provisions, when future payment is probable. No such losses have been recorded to date.
Environmental Liabilities. The Company’s operations are subject to environmental laws and regulations adopted by various governmental authorities
in the jurisdictions in which it operates. These laws require the Company to investigate and remediate the
99
GEVO, INC.
Notes to Consolidated Financial Statements (Continued)
effects of the release or disposal of materials at its locations. Accordingly, the Company has adopted policies, practices and procedures in the areas of
pollution control, occupational health and the production, handling, storage and use of hazardous materials to prevent material environmental or other
damage, and to limit the financial liability which could result from such events. Environmental liabilities are recorded when the Company’s liability is
probable and the costs can be reasonably estimated. No environmental liabilities have been recorded as of December 31, 2017.
16. Fair Value Measurements and Fair Value of Financial Instruments
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.
100
GEVO, INC.
Notes to Consolidated Financial Statements (Continued)
These tables present the carrying value and fair value, by fair value hierarchy, of our financial instruments, excluding cash and cash equivalents,
accounts receivable and accounts payable; as carrying value approximately fair value due to their short-term nature; at December 31, 2017 and 2016,
respectively (in thousands).
Recurring:
Derivative Warrant Liability
2020 Notes Embedded Derivative Liability
Total Recurring Fair Value Measurements
Nonrecurring
Corn and finished goods inventory
Recurring:
Derivative Warrant Liability
2017 Notes
Total Recurring Fair Value Measurements
Nonrecurring
Corn and finished goods inventory
Opening Balance
Transfers into Level 3
Transfers out of Level 3
Total (gains) or losses for the period
Included in earnings
Included in other comprehensive income
Purchases, issues, sales and settlements
Purchases
Issues
Sales
Settlements
Closing balance
$
$
$
$
$
$
$
$
Fair Value Measurements at December 31, 2017 (In
thousands)
Fair Value at
December 31,
2017
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
Significant Other
Observable Inputs
(Level 2)
Significant
Unobservable
Inputs (Level 3)
1,951 $
5,224
7,175 $
- $
-
- $
- $
-
- $
1,916 $
1,916 $
189 $
189 $
1,727 $
1,727 $
1,951
5,224
7,175
-
-
Fair Value Measurements at December 31, 2016 (In
thousands)
Fair Value at
December 31,
2016
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
Significant Other
Observable Inputs
(Level 2)
Significant
Unobservable
Inputs (Level 3)
2,698 $
25,769
28,467 $
- $
-
- $
1,884 $
-
1,884 $
814
25,769
26,583
1,327 $
1,327 $
108 $
108 $
1,219 $
1,219 $
-
-
Fair Value Measurements Using Significant Unobservable Inputs
(Level 3) (in thousands)
Derivative Warrant
Liability
2017 Notes
814 $
1,884
-
(5,101)
-
-
5,671
-
(1,317)
1,951 $
25,769 $
-
-
339
-
-
-
-
(26,108)
- $
$
$
101
2020 Embedded
Derivative Liability
-
-
-
(1,751)
-
-
6,975
-
-
5,224
GEVO, INC.
Notes to Consolidated Financial Statements (Continued)
Fair Value Methodology
Inventories. The Company records its corn inventory at fair value only when the Company’s cost of corn purchased exceeds the market value for corn.
The Company determines the market value of corn and dry distiller’s grain based upon Level 1 inputs using quoted market prices. The Company records its
ethanol, isobutanol and hydrocarbon inventory at market using Level 2 inputs.
2017 Notes. The Company had estimated the fair value of the 2017 Notes to be $25.8 million at December 31, 2016, utilizing a binomial lattice
model. The Company derecognized the liability when it exchanged the 2017 Notes for the 2020 Notes on June 20, 2017, and the obligation now is accounted
for as a component of the 2020 Notes and related 2020 Note Embedded Liability.
2020 Notes. The Company has estimated the fair value of the 2020 Notes to be $13.5 million at June 20, 2017, the date the Company exchanged the
2017 Notes for the 2020 Notes, utilizing a binomial lattice model. The Company has elected to account for the 2020 Notes using the amortized cost method
and reported at $13.5 million, net of debt discount and issuance costs at December 31, 2017.
2020 Notes Embedded Derivative. The Company had estimated the fair value of the embedded derivative on a stand-alone basis to be $5.2 million at
December 31, 2017 based upon Level 3 inputs. See Note 6, Embedded Derivatives and Derivative Warrant Liabilities, for the fair value inputs used to
estimate the fair value of the 2020 Notes with and without the embedded derivative and the fair value of the embedded derivative.
2022 Notes Embedded Derivative. The Company had estimated the fair value of the embedded derivative on a stand-alone basis to be $0 million at
December 31, 2017 and December 31, 2016, respectively, based upon Level 3 inputs. See Note 6, Embedded Derivatives and Derivative Warrant Liabilities,
for the fair value inputs used to estimate the fair value of the 2022 Notes with and without the embedded derivative and the fair value of the embedded
derivative.
Derivative Warrant Liability. Prior to 2017, the Company estimated the fair value of the Series A, Series F and Series K warrants using a Monte-Carlo
model (Level 3). For all other warrants the Company valued these using a standard Black-Scholes model (Level 2). However, beginning in the first quarter
2017, the Company valued the Series F and K using a Monte-Carlo model (Level 3) and other warrants using Black-Scholes models comprised of some
inputs requiring the use of Monte-Carlo models (Level 3). The Company has estimated the fair value of the derivative warrant liability to be $2.0 million as of
December 31, 2017.
While the Company believes that its valuation methods are appropriate and consistent with other market participants, it recognizes that the use of
different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different estimate of fair value at the
reporting date.
.
.
17. Segments
We have determined that we have two operating segments: (i) Gevo, Inc. segment; and (ii) Gevo Development/Agri-Energy segment. We organize our
business segments based on the nature of the products and services offered through each of our consolidated legal entities. Transactions between segments are
eliminated in consolidation.
Gevo Segment. Our Gevo segment is responsible for all research and development activities related to the future production of isobutanol, including the
development of our proprietary biocatalysts, the production and sale of renewable jet and other fuels, our Retrofit process and the next generation of chemicals
and biofuels that will be based on our isobutanol technology. Our Gevo segment also develops, maintains and protects our intellectual property portfolio, develops
future markets for our isobutanol and provides corporate oversight services.
Gevo Development/Agri-Energy. Our Gevo Development/Agri-Energy segment is currently responsible for the operation of our Luverne Facility and
the production of ethanol, isobutanol and related products.
102
GEVO, INC.
Notes to Consolidated Financial Statements (Continued)
The Company’s chief operating decision maker is provided with and reviews the financial results of each of the Company’s consolidated legal entities,
Gevo, Inc., Gevo Development, LLC, and Agri-Energy, LLC. The Company organizes its business segments based on the nature of the products and services
offered through each of its consolidated legal entities. All revenue is earned, and all assets are held, in the U.S.
Revenues from external customers:
Gevo
Gevo Development / Agri-Energy
Consolidated
Loss from operations:
Gevo
Gevo Development / Agri-Energy
Consolidated
Interest expense:
Gevo
Gevo Development / Agri-Energy
Consolidated
Depreciation and amortization expense:
Gevo
Gevo Development / Agri-Energy
Consolidated
Acquisitions of plant, property and equipment:
Gevo
Gevo Development / Agri-Energy
Consolidated
Total assets:
Gevo
Gevo Development / Agri-Energy
Intercompany eliminations (1)
Consolidated (2)
2017
Year Ended December 31,
2016
2015
2,911
27,226
30,137
(19,723)
(12,204)
(31,927)
8,147
96
8,243
856
5,717
6,573
7
1,457
1,464
$
$
$
$
$
$
$
$
$
$
$
$
1,097 $
26,439
27,536 $
2,425 $
24,788
27,213 $
(10,603) $
(12,679)
(23,282) $
(11,045) $
(12,940)
(23,985) $
2,951 $
-
2,951 $
473 $
6,168
6,641 $
120 $
1,786
1,906 $
7,789 $
48
7,837 $
738 $
6,009
6,747 $
350 $
5,588
5,938 $
December 31,
2017
2016
87,507 $
149,758
(148,412)
88,853 $
110,072
156,749
(154,497)
112,324
Includes intercompany sales of $0.4 and $0.2 million, respectively for hydrocarbon sales.
(1)
(2) All other significant non-cash items relate to the activities of Gevo
18. Subsequent Events
At-The-Market Offering Agreement
On February 13, 2018, the Company entered into an At-The-Market Offering Agreement (the “Sales Agreement”) with H.C. Wainwright & Co.,
LLC (the “Agent”), which provides for the issuance and sale from time to time by the Company of up to $5,000,000 of shares of common stock, par value
$0.01 per share (the “Shares”). The Shares have been registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to our
Registration Statement on Form S-3 (File No. 333-211370). Sales of the Shares, if any, may be made by any method permitted by law deemed to be an “at-
the-market offering” as defined in Rule 415(a)(4) of the Securities Act, including sales made directly on or through the Nasdaq Capital Market or any other
existing trading market for the Shares, in negotiated transactions at market prices prevailing at the time of sale or at prices related to such prevailing
103
GEVO, INC.
Notes to Consolidated Financial Statements (Continued)
market prices and/or any other method permitted by law. The Company intends to use the net proceeds from this offering to fund working capital and for
other general corporate purposes, which may include the repayment of outstanding indebtedness.
Eco-Energy Ethanol and Isobutanol Purchase and Marketing Agreement
During the first quarter of 2018, Agri-Energy, entered into an Ethanol and Isobutanol Purchase and Marketing Agreement (the “Agreement”) with
Eco-Energy, LLC (“Eco-Energy”), which provides for the sale and marketing of ethanol produced at the Luverne Facility. Pursuant to the Agreement, Eco-
Energy will purchase ethanol for its own use or account, or purchase ethanol to sell and market to third parties, at market prices at the time of a purchase order
for the sale of the ethanol. Agri-Energy will also pay Eco-Energy a marketing fee for any product sold to third parties under the terms of the Agreement. Agri-
Energy may also sell isobutanol to Eco-Energy under the terms of the Agreement, however, Agri-Energy is under no obligation to sell any isobutanol to Eco-
Energy.
Exchange of 2022 Notes
See Note 8 “Debt” for disclosure of the exchange of the 2022 Notes for shares of the Company’s common stock in the first quarter of 2018.
104
Item 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 9A.
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 Principal Financial Officer, as appropriate, to allow timely decisions regarding
required financial disclosures.
Based on their evaluation as of December 31, 2017, our Chief Executive Officer and Principal Financial Officer concluded that our disclosure controls
and procedures were effective as of December 31, 2017.
Management’s Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and
15d-15(f) of the Exchange Act. Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Our internal
control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and
fairly reflect the transactions and dispositions of our assets; (ii) provide reasonable assurance that transactions are recorded to permit preparation of financial
statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are made only in accordance with
authorizations of our management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition,
use or disposition of our assets that could have a material effect on our financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.
Under the supervision and with the participation of our management, including our Chief Executive Officer and Principal Financial Officer, we
conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework set forth in Internal Control—Integrated
Framework (2013 framework) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based upon the results of the evaluation,
our management concluded that our internal control over financial reporting was effective as of December 31, 2017.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting during the quarter ended December 31, 2017 that have materially affected, or
reasonably likely to materially affect, our internal control over financial reporting.
Item 9B.
Other Information
As previously disclosed, in June 2011, we entered into an Isobutanol Joint Venture Agreement (the “Joint Venture Agreement”) with Redfield Energy, LLC
(“Redfield”), under which we agreed to work with Redfield to Retrofit Redfield’s ethanol production facility located near Redfield, South Dakota for the
commercial production of isobutanol. On November 5, 2017, we entered into an Agreement with Redfield, pursuant to which we and Redfield agreed to
terminate the Joint Venture Agreement in all respects. There are no termination fees or other obligations of either party in connection with such termination.
105
Item 10.
Directors, Executive Officers and Corporate Governance
PART III
The information required by this item will be included in the definitive proxy statement for our 2018 annual meeting of stockholders or an amendment
to this Report to be filed with the SEC within 120 days after our fiscal year ended December 31, 2017, and is incorporated into this Report by reference.
Item 11.
Executive Compensation
The information required by this item will be included in the definitive proxy statement for our 2018 annual meeting of stockholders or an amendment
to this Report to be filed with the SEC within 120 days after our fiscal year ended December 31, 2017, and is incorporated into this Report by reference.
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information required by this item will be included in the definitive proxy statement for our 2018 annual meeting of stockholders or an amendment
to this Report to be filed with the SEC within 120 days after our fiscal year ended December 31, 2017, and is incorporated into this Report by reference.
Item 13.
Certain Relationships and Related Transactions, and Director Independence
The information required by this item will be included in the definitive proxy statement for our 2018 annual meeting of stockholders or an amendment
to this Report to be filed with the SEC within 120 days after our fiscal year ended December 31, 2017, and is incorporated into this Report by reference.
Item 14.
Principal Accountant Fees and Services
The information required by this item will be included in the definitive proxy statement for our 2018 annual meeting of stockholders or an amendment
to this Report to be filed with the SEC within 120 days after our fiscal year ended December 31, 2017, and is incorporated into this Report by reference.
106
Item 15.
Exhibits and Financial Statement Schedules
(a)(1) Financial Statements
The following consolidated financial statements are included:
PART IV
Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheets
Consolidated Statements of Operations
Consolidated Statements of Stockholders’ Equity
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements
(a)(2) Financial Statement Schedules
Page
71
72
73
74
75
78
All financial statement schedules have been omitted because they are not applicable or are not required, or because the information required to be set
forth therein is included in the consolidated financial statements or notes thereto.
107
(a)(3) Exhibits
Exhibit
No.
3.1
Description
Amended and Restated Certificate of Incorporation of
Gevo, Inc.
Incorporated by Reference
Form
10-K
File No.
001-35073
Filing Date
March 29, 2011
Exhibit
3.1
Filed
Herewith
3.1
3.1
3.1
3.1
3.2
4.1
4.2
4.3
3.5
3.6
4.1
4.2
4.3†
4.4
3.2
Certificate of Amendment to the Amended and Restated
8-K
001-35073
June 10, 2013
Certificate of Incorporation of Gevo, Inc.
3.3
Certificate of Amendment to Amended and Restated
8-K
001-35073
July 9, 2014
Certificate of Incorporation of Gevo, Inc.
3.4
Certificate of Amendment to Amended and Restated
8-K
001-35073
April 22, 2015
Certificate of Incorporation of Gevo, Inc.
Certificate of Amendment to Amended and Restated
Certificate of Incorporation of Gevo, Inc.
8-K
001-35073
January 6, 2017
Amended and Restated Bylaws of Gevo, Inc.
10-K
001-35073
March 29, 2011
Form of the Gevo, Inc. Common Stock Certificate.
S-1
333-168792
January 19, 2011
Fifth Amended and Restated Investors’ Rights Agreement,
S-1
333-168792
August 12, 2010
dated March 26, 2010.
Stock Issuance and Stockholder’s Rights Agreement, dated
July 12, 2005, by and between Gevo, Inc. and California
Institute of Technology.
Amended and Restated Warrant to purchase shares of
Common Stock issued to CDP Gevo, LLC, dated
September 22, 2010.
S-1
333-168792
August 12, 2010
S-1
333-168792
October 1, 2010
4.4
4.6
Plain English Warrant Agreement No. 0647-W-01, dated
S-1
333-168792
October 1, 2010
4.11
August 5, 2010, by and between Gevo, Inc. and TriplePoint
Capital LLC.
4.7
Plain English Warrant Agreement No. 0647-W-02, dated
S-1
333-168792
October 1, 2010
4.12
August 5, 2010, by and between Gevo, Inc. and TriplePoint
Capital LLC.
4.8
Plain English Warrant Agreement No. 0647-W-03, dated
8-K
001-35073
October 26, 2011
10.7
October 20, 2011, by and between Gevo, Inc. and
TriplePoint Capital LLC.
4.9
First Amendment to Plain English Warrant Agreement,
8-K
001-35073
December 12, 2013
4.1
relating to Warrant Number 0647-W- 01, dated
December 11, 2013, by and between Gevo, Inc. and
TriplePoint Capital LLC.
4.10
First Amendment to Plain English Warrant Agreement,
8-K
001-35073
December 12, 2013
4.2
relating to Warrant Number 0647-W- 02, dated
December 11, 2013, by and between Gevo, Inc. and
TriplePoint Capital LLC.
4.11
First Amendment to Plain English Warrant Agreement,
8-K
001-35073
December 12, 2013
4.3
relating to Warrant Number 0647-W- 03, dated
December 11, 2013, by and between Gevo, Inc. and
TriplePoint Capital LLC.
4.12
Common Stock Warrant, issued to Genesis Select
10-Q
001-35073
August 14, 2013
4.9
Corporation, dated June 6, 2013.
108
Exhibit
No.
4.13
4.14
Description
Common Stock Unit Warrant Agreement, dated December
16, 2013, by and between Gevo, Inc. and the American
Stock Transfer & Trust Company, LLC.
Exchange and Purchase Agreement, dated April 19, 2017,
by and among Gevo, Inc., the guarantors party thereto, the
holders named in Schedule I thereto, and Whitebox
Advisors LLC, in its capacity as representative of the
holders.
Incorporated by Reference
Form
8-K
File No.
001-35073
Filing Date
December 12, 2013
Exhibit
4.1
Filed
Herewith
8-K
001-35073
April 20, 2017
4.1
4.15
Indenture, dated June 20, 2017, by and among Gevo, Inc.,
8-K
001-35073
June 20, 2017
4.16
4.17
4.18
4.19
4.20
4.21
4.22
4.23
4.24
the guarantors party thereto, and Wilmington Savings Fund
Society, FSB, as trustee and collateral trustee.
Registration Rights Agreement, dated June 20, 2017, by
and among Gevo, Inc. and the investors named therein.
Common Stock Unit Warrant Agreement, dated August 5,
2014, by and between Gevo, Inc. and the American Stock
Transfer & Trust Company, LLC.
2015 Common Stock Unit Series A Warrant Agreement,
dated August 5, 2014, by and between Gevo, Inc. and the
American Stock Transfer & Trust Company, LLC.
2015 Common Stock Unit Series C Warrant Agreement,
dated May 19, 2015, by and between Gevo, Inc. and the
American Stock Transfer & Trust Company LLC.
8-K
001-35073
June 20, 2017
8-K
001-35073
August 6, 2014
8-K
001-35073
February 4, 2015
4.1
8-K
001-35037
May 20, 2015
Form of Series D Warrant to Purchase Common Stock.
8-K
001-35037
December 15, 2015
Form of Amendment No. 1 to Series D Warrant.
8-K
001-35037
June 13, 2016
Form of Series F Warrant to Purchase Common Stock.
8-K
001-35037
April 5, 2016
Form of Series I Warrant to Purchase Common Stock.
8-K
001-35037
September 15, 2016
Form of Series K Warrant to Purchase Common Stock.
8-K
001-35037
February 22, 2017
10.1†
Ethanol Purchasing and Marketing Agreement, dated April
S-1
333-168792
November 4, 2010
10.26
1, 2009, by and between C&N Ethanol Marketing
Corporation and Agri-Energy, LP.
10.2†
10.3
License Agreement, dated July 12, 2005, by and between
Gevo, Inc. and the California Institute of Technology, as
amended.
Amendment No. 4, dated October 1, 2010, to the License
Agreement, by and between Gevo, Inc. and the California
Institute of Technology, dated July 12, 2005.
S-1
333-168792
November 4, 2010
10.6
S-1
333-168792
October 21, 2010
10.10
109
4.1
4.2
4.1
4.1
4.1
4.3
4.1
4.1
4.1
Exhibit
No.
10.6#
Gevo, Inc. 2006 Omnibus Securities and Incentive Plan.
Description
Form
S-1
File No.
333-168792
Filing Date
August 12, 2010
Exhibit
10.11
Filed
Herewith
Incorporated by Reference
10.7#
Form of Stock Option Agreement under the 2006 Omnibus
S-1
333-168792
August 12, 2010
10.13
Securities and Incentive Plan.
10.8#
Gevo, Inc. Amended and Restated 2010 Stock Incentive
10-Q
001-35073
November 14, 2016
10.4
Plan.
10.9#
Form of Restricted Stock Unit Agreement under the 2010
S-1
333-168792
January 19, 2011
10.15
Stock Incentive Plan.
10.10#
Form of Restricted Stock Award Agreement under the 2010
10-K
001-35073
March 29, 2011
10.21
Stock Incentive Plan.
10.11#
Form of Stock Option Award Agreement under the 2010
10-K
001-35073
March 29, 2011
10.22
Stock Incentive Plan.
10.12#
Gevo, Inc. Employee Stock Purchase Plan.
S-8
333-172771
March 11, 2011
10.13#
Gevo, Inc. Executive Health Management Plan.
10-Q
001-35073
November 2, 2011
4.7
10.1
10.14#
Form of Indemnification Agreement between Gevo, Inc.
S-1
333-168792
January 19, 2011
10.33
and its directors and officers.
10.15#
Employment Agreement, dated June 4, 2010, by and
S-1
333-168792
November 4, 2010
10.14
between Gevo, Inc. and Patrick Gruber.
10.16#
Amendment Agreement, dated December 21, 2011, by and
8-K
001-35073
December 27, 2011
10.1
between Gevo, Inc. and Patrick Gruber.
10.17#
Second Amendment Agreement, dated February 16, 2015,
8-K
001-35073
February 17, 2015
10.1
by and between Gevo, Inc. and Patrick Gruber.
10.18#
Employment Agreement, dated June 4, 2010, by and
S-1
333-168792
November 4, 2010
10.16
between Gevo, Inc. and Christopher Ryan.
10.19#
Offer Letter, dated April 10, 2014, by and between Gevo,
10-K
001-35073
April 15, 2014
10.38
Inc. and Mike Willis.
10.20#†
Transaction Bonus Agreement, dated September 6, 2016,
10-K
001-35073
March 31, 2017
10.20
by and between Gevo, Inc. and Mike Willis.
10.21#
Offer of Employment Letter, dated December 21,2015, for
10-Q
001-35073
May 9, 2017
Geoffrey T. Williams, Jr.
10.22#
Change of Control Agreement for Geoffrey T. Williams, Jr.,
10-Q
001-35073
May 9, 2017
dated February 18, 2016.
10.1
10.2
10.23†
Lease of Space, dated September 13, 2012, between Hines
10-K
001-35073
March 26, 2013
10.48
REIT 345 Inverness Drive, LLC and Gevo, Inc.
10.24†
Price Risk Management, Origination and Merchandising
Agreement, dated June 1, 2015, by and between Agri-
Energy, LLC and FCStone Merchant Services, LLC.
10-Q
001-35073
August 7, 2015
10.3
10.25
Grain Bin Lease Agreement, dated June 1, 2015, by and
10-Q
001-35073
August 7, 2015
10.4
between Agri-Energy, LLC and FCStone Merchant
Services LLC.
110
Exhibit
No.
10.26
10.27†
10.28†
10.29†
Description
Unsecured Guaranty Agreement, dated June 1, 2015, by
Gevo, Inc. in favor of FCStone Merchant Services, LLC.
First Amendment to Grain Bin Lease Agreement, dated
December 21, 2017, Agri-Energy, LLC and FCStone
Merchant Services, LLC.
First Amendment to Price Risk Management, Origination
and Merchandising Agreement, dated December 21, 2017,
Agri-Energy, LLC and FCStone Merchant Services, LLC.
Settlement Agreement and Mutual Release, dated August
22, 2015, by and among Gevo, Inc., Butamax Advanced
Biofuels, LLC, E.I. du Pont de Nemours & Company and
BP Biofuels North America LLC.
Incorporated by Reference
Form
10-Q
File No.
001-35073
Filing Date
August 7, 2015
Exhibit
10.5
Filed
Herewith
X
X
10-Q
001-35073
November 5, 2015
10.2
10.30†
Patent Cross-License Agreement, dated August 22, 2015,
10-Q
001-35073
November 5, 2015
10.3
by and between Gevo, Inc. and Butamax Advanced
Biofuels LLC.
10.31†
Joint Development Agreement, dated November 6, 2015,
8-K
001-35073
November 10, 2015
10.1
by and between Gevo, Inc. and Praj Industries Ltd.
10.32†
Development License Agreement, dated November 6, 2015,
8-K
001-35073
November 10, 2015
10.2
by and between Gevo, Inc. and Praj Industries Ltd.
10.33†
Supplemental Agreement (to Joint Development
8-K
001-35073
November 21, 2017
10.1
Agreement), dated November 16, 2017, by and between
Gevo, Inc. and Praj Industries Ltd.
10.34†
Supplemental Agreement (to Development License
8-K
001-35073
November 21, 2017
10.2
Agreement), dated November 16, 2017, by and between
Gevo, Inc. and Praj Industries Ltd.
10.35†
Joint Development Agreement, dated February 1, 2016, by
8-K
001-35073
February 5, 2016
10.1
and between Gevo, Inc. and Porta Hnos S.A.
10.36†
Commercial License Agreement, dated February 1, 2016,
8-K
001-35073
February 5, 2016
10.2
by and between Gevo, Inc. and Porta Hnos S.A.
10.37
First Amendment to Lease, effective December 11, 2015,
10-K
001-35073
March 30, 2016
10.62
between Hines REIT 345 Inverness Drive, LLC.
10.38
Form of Securities Purchase Agreement, dated June 10,
2016, by and between Gevo, Inc. and each purchaser
identified therein.
8-K
001-35073
June 13, 2016
10.1
10.39
Form of Exchange Agreement.
8-K
001-35073
September 9, 2016
10.40†
Supply Agreement, effective May 15, 2017, by and
8-K
001-35073
May 4, 2017
between Gevo, Inc. and HCS Holding GmbH.
10.3
10.1
21.1
List of Subsidiaries.
S-1
333-168792
October 1, 2010
10.10
23.1
Consent of Grant Thornton LLP.
X
111
Incorporated by Reference
Form
File No.
Filing Date
Exhibit
Filed
Herewith
X
X
X
X
Exhibit
No.
31.1
31.2
32.1
Description
Section 302 Certification of the Principal Executive Officer.
Section 302 Certification of the Principal Financial Officer.
Section 906 Certifications of the Principal Executive
Officer and Principal Financial Officer.
101
Interactive Data Files Pursuant to Rule 405 of Regulation
S-T: (i) Consolidated Balance Sheets at December 31, 2017
and December 31, 2016, (ii) Consolidated Statements of
Operations for each of the three years in the period ended
December 31, 2017, (iii) Consolidated Statements of
Stockholders’ Equity for each of the three years in the
period ended December 31, 2017, (iv) Consolidated
Statements of Cash Flows for each of the three years in the
period ended December 31, 2017; and (iv) Notes to the
Consolidated Financial Statements.
†
#
Certain portions have been omitted pursuant to a confidential treatment request. Omitted information has been filed separately with the SEC.
Indicates a management contract or compensatory plan or arrangement.
(b) Exhibits
See Item 15(a)(3) above.
(c) Financial Statement Schedules
See Item 15(a)(2) above.
Item 16.
Form 10K-Summary
None.
112
Pursuant to the requirements of Section 13 or 15(d) 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.
SIGNATURES
GEVO, INC.
By:
/s/ Bradford K. Towne
Bradford K. Towne
Chief Accounting Officer
Date: March 28, 2018
Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated:
Signatures
Title
Date
/s/ PATRICK R. GRUBER
Patrick R. Gruber, Ph.D.
/s/ BRADFORD K. TOWNE
Bradford K. Towne
/s/ RUTH I. DREESSEN
Ruth Dreessen
/s/ GARY W. MIZE
Gary W. Mize
/s/ ANDY MARSH
Andy Marsh
/s/ JOHANNES MINHO ROTH
Johannes Minho Roth
/s/ WILLIAM H. BAUM
William Baum
Chief Executive Officer (Principal Executive Officer)
and Director
March 28, 2018
Chief Accounting Officer (Principal Financial and
Accounting Officer)
March 28, 2018
Chairperson of the Board of Directors
March 28, 2018
Director
Director
Director
Director
113
March 28, 2018
March 28, 2018
March 28, 2018
March 28, 2018
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR THE REDACTED PORTIONS OF THIS EXHIBIT. THE
REDACTIONS ARE INDICATED WITH “[**]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED WITH THE
U.S. SECURITIES AND EXCHANGE COMMISSION.
Exhibit 10.27
FIRST AMENDMENT
dated as of December 21, 2017
to the
Grain Bin Lease Agreement
dated as of June 1, 2015
between
Agri-Energy, LLC
and
FCStone Merchant Services, LLC
(each a “Party” and collectively, the “Parties”)
The Parties have previously entered into that certain Grain Bin Lease Agreement dated as of June 1, 2015, as amended and supplemented from time to time
(the “Agreement”). The Parties have now agreed to amend the Agreement by the terms of this First Amendment (the “Amendment”). Capitalized terms used
but not defined herein are used with the meanings assigned to them in the Agreement.
A.
AMENDMENTS
1)
Section 1, “1. Storage and Delivery of Grain.” is hereby amended by being replaced in its entirety by the following:
“1. Storage and Delivery of Grain. By signing this Agreement, FCStone agrees to lease grain bins, noted in the attached Exhibit A, from
the Company sufficient to store 700,000 bushels of grain and more fully described as bins situated on the real property of the Company
located at 502 South Walnut Ave, Luverne, MN 56156 (the “Leased Bins”) at the Company Plant during the term of this Agreement. The
Company, in consideration of the execution of this Agreement agrees to have the Leased Bins available for FCStone’s use. FCStone shall
deliver Subject Feedstock to the Company Plant pursuant to the terms of that certain Price Risk Management, Origination and
Merchandising Agreement (the “Origination Agreement”) previously executed between the Parties. Title to the Subject Feedstock shall
remain with FCStone at all times while the Subject Feedstock is stored in the Leased Bins. All Subject Feedstock stored in the Leased Bins
shall be for the exclusive use of the Company, unless: (1) this Agreement or the Origination Agreement is terminated by FCStone in
accordance with their respective terms, or (2) Company is in material breach or default of this Agreement or the Origination Agreement
(subject to applicable cure periods).”
2)
Section 3, “3. Fees and Rents.” is hereby amended and replaced in its entirety by the following:
“3. Fees and Rents. FCStone shall pay the Company [**] per year to lease the Leased Bins. FCStone’s rent obligation will become in
advance on the first Monday of each January, provided that FCStone may net such rent payments out of amounts otherwise owed between
the parties pursuant to the Origination Agreement, as more fully set forth in the Origination Agreement.”
3)
Section 4, “4. Receiving.” is hereby amended and replaced in its entirety by the following:
“4. Receiving. Company will staff and operate the Leased Bins and corn receiving, including the use of the scales and corn testing
equipment. For avoidance of doubt, upon termination or default of this Agreement or the Origination Agreement for any reason, Company
will continue to staff and operate the Leased Bins until any grain owned by FCStone is unloaded from the Leased Bins.”
4)
Section 8, “8. Insurance.” is hereby amended and replaced in its entirety by the following:
[**] - Indicates certain information has been redacted and filed separately with the U.S. Securities and Exchange Commission. Confidential treatment has
been requested with respect to the redacted portions.
“8. Insurance. Company shall maintain insurance in accordance with the Origination Agreement.”
B.
REPRESENTATIONS
Each Party represents to the other Party in respect of the Agreement, that all representations made by it pursuant to the Agreement are true and
accurate as of the date of this Amendment.
C.
MISCELLANEOUS
1) Entire Agreement; Restatement
(i) This Amendment constitutes the entire agreement and understanding of the parties with respect to its subject matter and supersedes
all oral communication and prior writings (except as otherwise provided herein) with respect thereto.
(ii) Except for any amendment to the Agreement made pursuant to this Amendment, all terms and conditions of the Agreement will
continue in full force and effect in accordance with its provisions on the date of this Amendment. References to the Agreement will be to the
Agreement, as amended by this Amendment.
D.
CONFLICTS
For any conflict between the terms of this Amendment and any term of the Agreement, this Amendment shall govern.
E.
COUNTERPARTS
This Amendment may be executed and delivered in counterparts (including by facsimile or email transmission), each of which will be deemed an
original.
F.
HEADINGS
The headings used in this Amendment are for convenience of reference only and are not to affect the construction of or to be taken into
consideration in interpreting this Amendment.
G.
GOVERNING LAW
This Amendment will be governed by and construed in accordance with the laws of the State of Delaware without regard to the conflicts-of-laws
rules thereof.
[Signature Page Follows]
[**] - Indicates certain information has been redacted and filed separately with the U.S. Securities and Exchange Commission. Confidential treatment has
been requested with respect to the redacted portions.
IN WITNESS WHEREOF, the Parties have executed this Amendment on the respective dates specified below with effect from the date specified first on the
first page of this Amendment.
Agri-Energy, LLC
FCStone Merchant Services, LLC
By: /s/ Christopher Ryan_______________
By: /s/ Ryan McNearney___________________
Name: Christopher M. Ryan
Name: Ryan McNearney
Title: President
Title: VP, Legal & Business Affairs
Date: December 26, 2017
Date: December 26, 2017
[**] - Indicates certain information has been redacted and filed separately with the U.S. Securities and Exchange Commission. Confidential treatment has
been requested with respect to the redacted portions.
Exhibit A
Site map identifying leased bins in orange color. See attached.
[**] - Indicates certain information has been redacted and filed separately with the U.S. Securities and Exchange Commission. Confidential treatment has
been requested with respect to the redacted portions.
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR THE REDACTED PORTIONS OF THIS EXHIBIT. THE
REDACTIONS ARE INDICATED WITH “[**]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED WITH THE
U.S. SECURITIES AND EXCHANGE COMMISSION.
Exhibit 10.28
FIRST AMENDMENT
dated as of December 21, 2017
to the
Price Risk Management, Origination
And Merchandising Agreement
dated as of June 1, 2015
between
Agri-Energy, LLC
and
FCStone Merchant Services, LLC
(each a “Party” and collectively, the “Parties”)
The Parties have previously entered into that certain Price Risk Management, Origination and Merchandising Agreement dated as of June 1, 2015, as
amended and supplemented from time to time (the “Agreement”). The Parties have now agreed to amend the Agreement by the terms of this First
Amendment (the “Amendment”). Capitalized terms used but not defined herein are used with the meanings assigned to them in the Agreement.
A.
AMENDMENTS
1)
Section 2, “2. Agreement To Sell Subject Feedstock.” is hereby amended and replaced in its entirety by the following:
Agreement To Sell Subject Feedstock. FCStone agrees to sell to Company, and Company agrees to purchase from FCStone,
“2.
the entire volume of Subject Feedstock required by the Company Plant during the Term; provided, that FCStone shall be required to
purchase Subject Feedstock only on terms and conditions approved by the Company verbally, by email, or in writing, in each case, in
advance of each purchase of Subject Feedstock by FCStone. The per bushel price that the Company will pay for the Subject Feedstock will
be calculated pursuant to the following: (1) the sum of (a) the basis price paid by FCStone to the supplier of the Subject Feedstock so long as
such purchase is on terms and conditions approved by the Company verbally, by email, or in writing, in each case, in advance of such
purchase of Subject Feedstock by FCStone, minus (b) any applicable Feedstock Prepayment (as defined below), plus (c) the reference
futures price inclusive of any adjustments resulting from rolls, plus (d) all reasonable costs for assemblage, delivery, and off-loading, plus (e)
all federal, state, or local taxes (other than taxes based on the income of FCStone) incurred in the purchase of the Subject Feedstock, plus (f)
all other government tariffs or assessment fees, import/export handling fees, and inspection fees associated with the Subject Feedstock;
divided by (2) the number of bushels of Subject Feedstock in the applicable purchase transaction (the “Purchase Price”).”
2)
Section 3(a), “3. Payment Terms.” is hereby amended and replaced in its entirety by the following:
Provisional Payment. On or before Monday of each week, FCStone shall make a provisional sale to Company for all the
“(a)
Subject Feedstock the Company plans to consume on Tuesday and Wednesday of that week. On or before Wednesday of each week,
FCStone shall make a provisional sale to Company for all the Subject Feedstock the Company plans to consume on Thursday and Friday of
that week. On or before Friday of each week, FCStone shall make a provisional sale to Company for all the Subject Feedstock the Company
plans to consume on Saturday, Sunday, of that week and Monday of the immediately following week. On Monday of each week, Company
shall make a corresponding provisional payment to FCStone for Subject Feedstock to be consumed by the Company Plant for Tuesday and
Wednesday of that week. On Wednesday of each week, Company shall make a corresponding provisional payment to FCStone for Subject
Feedstock to be consumed by the Company Plant for Thursday and Friday of that week. On Friday of each week, Company shall make a
[**] - Indicates certain information has been redacted and filed separately with the U.S. Securities and Exchange Commission. Confidential treatment has
been requested with respect to the redacted portions.
corresponding provisional payment to FCStone for Subject Feedstock to consumed by the Company Plant for Saturday, Sunday of that week
and Monday of the immediately following week. The amount that the Company shall pay FCStone on Monday, Wednesday and Friday of
each week, shall be the Purchase Price of the Subject Feedstock, determined on a first-in-first-out (or FIFO) basis, plus the Service Fee (as
defined below). Upon receipt of Company’s payment, FCStone will deliver an electronic receipt indicating the price and quantity of Subject
Feedstock for which Company has paid. Title to the corresponding quantity of Subject Feedstock will transfer to the Company upon its
removal from the Grain Bin by the Company and delivery of a confirmation from Company to FCStone indicating the exact amount of
Subject Feedstock removed. Company shall not be entitled to any service or other fee from FCStone for expenses or charges related to
removal of the Subject Feedstock from the Grain Bins. The provisional payments set forth in this paragraph shall be subject to the
reconciliation set forth in paragraphs (b), (c) and (e).”
3)
Section 3(b), “3. Payment Terms.” is hereby amended and replaced in its entirety by the following:
“(b) Monthly Reconciliation. Within five (5) days of the end of each month, FCStone shall reconcile their records with Company by
determining the actual amount of Subject Feedstock delivered and consumed by the Company for the previous month. If Company
consumed more Subject Feedstock than it purchased, FCStone will invoice Company for the unpaid amount (such an amount, the
“Reconciliation Obligation”), Company shall pay any amount invoiced within three (3) business days of receipt of the invoice.”
4)
Section 3, “3. Payment Terms.” is hereby amended by adding a new subsection “(e)”:
Company may in its sole discretion elect to make an early provisional payment to FCStone for Subject Feedstock (a “Feedstock
“(e)
Prepayment”). Company’s election to make Feedstock Prepayments will be communicated in writing to FCStone no later than five (5)
business days prior to the start of a quarter with quarters starting on January 1, April 1, July 1 and October 1 of each calendar year. If
Company elects to make Feedstock Prepayments during a particular quarter, such Feedstock Prepayments are due on the next Wednesday (or
next business day if such date is a holiday) immediately following the date the Feedstock Prepayment Amount (as defined below) is
provided to Company by FCStone. FCStone will provide Company with a weekly position statement containing the amount due (such
amount, the “Feedstock Prepayment Amount”), if any, on Friday of each week. The Feedstock Prepayment Amount will be the notional
value of the Subject Feedstock as determined by FCStone using their commercially reasonable judgment multiplied by the applicable
Feedstock Prepayment percentage provided in Section 4. FCStone agrees to discount its Service Fee pursuant to Section 4 if Company elects
to make a Feedstock Prepayment for Subject Feedstock.”
5)
Section 4, “4. Compensation.” is hereby amended and replaced in its entirety by the following:
“4. Compensation. In addition to the per bushel price paid by Company for the purchase of the Subject Feedstock pursuant to Section 3,
Company shall pay to FCStone for its services hereunder an additional per bushel fee of total Subject Feedstock purchased by Company (the
“Service Fee”). The Service Fee will equal [**] per bushel unless Company has made a Feedstock Prepayment for the Subject Feedstock. If
Company makes a Feedstock Prepayment, the Service Fee for Subject Feedstock purchased by FCStone in the following quarter will equal:
(i) [**] per bushel if the Feedstock Prepayments is greater than or equal to [**] of the notional value of the Subject Feedstock; or (ii) [**] per
bushel if the Feedstock Prepayment is greater than or equal to [**] of the notional value of the Subject Feedstock.”
6)
Section 13, “13. Term and Termination.” is hereby amended and replaced in its entirety with the following:
“(h) In the event either Party terminates this Agreement for any reason other than breach by FCStone as provided in Section 13(d) (where
FCStone is the non-performing Party) or Section 13(g), FCStone, in coordination with Company, shall use its commercially reasonable
judgement to calculate the full cost of settling all open contracts with FCStone suppliers and all open contracts with Company into a single
liquidated amount (“Settlement Amount”) payable by one party to the other. Subject to a market displacement event where market data is
unavailable, FCStone shall calculate the Settlement Amount within five (5) Business Days following such termination, and FCStone shall
provide written notice to Company of the Settlement Amount and whether it is due to or due from FCStone. The Settlement Amount shall be
paid by the close of business on
[**] - Indicates certain information has been redacted and filed separately with the U.S. Securities and Exchange Commission. Confidential treatment has
been requested with respect to the redacted portions.
the fifth (5th) Business Day following such notice, unless Company provides written notice to FCStone of a good faith dispute of the
Settlement Amount. In the case of any disputes regarding the Settlement Amount, the parties shall first attempt in good faith to resolve their
dispute informally, or by means of commercial mediation, without the necessity of a formal proceeding. Interest on any unpaid, undisputed
portion of the Settlement Amount shall accrue from the date of termination until the date of payment at the prime rate or the equivalent plus
two percent. If Company terminates this Agreement for cause due to breach by FCStone as provided in Section 13(d) (where FCStone is the
non-performing Party) or Section 13(g), then FCStone shall bear the full costs of settling all open contracts. If FCStone terminates this
Agreement for cause due to breach by Company as provided in Section 13(e) (where Company is the non-performing Party), then Company
shall bear the full costs of settling all open contracts.”
7)
Section 13, “13. Term and Termination.” is hereby amended by adding a new subsection “(j)”:
“(j)
on the sixtieth (60th) day following the non-terminating Party’s receipt of notice of the intent to terminate.”
Either Party may terminate this Agreement by providing written notice to the other Party, and such termination shall be effective
B.
REPRESENTATIONS
Each Party represents to the other Party in respect of the Agreement, that all representations made by it pursuant to the Agreement are true and
accurate as of the date of this Amendment.
C.
MISCELLANEOUS
1) Entire Agreement; Restatement
(i) This Amendment constitutes the entire agreement and understanding of the parties with respect to its subject matter and supersedes
all oral communication and prior writings (except as otherwise provided herein) with respect thereto.
(ii) Except for any amendment to the Agreement made pursuant to this Amendment, all terms and conditions of the Agreement will
continue in full force and effect in accordance with its provisions on the date of this Amendment. References to the Agreement will be to the
Agreement, as amended by this Amendment.
D.
CONFLICTS
For any conflict between the terms of this Amendment and any term of the Agreement, this Amendment shall govern.
E.
COUNTERPARTS
This Amendment may be executed and delivered in counterparts (including by facsimile or email transmission), each of which will be deemed an
original.
F.
HEADINGS
The headings used in this Amendment are for convenience of reference only and are not to affect the construction of or to be taken into
consideration in interpreting this Amendment.
G.
GOVERNING LAW
This Amendment will be governed by and construed in accordance with the laws of the State of Delaware without regard to the conflicts-of-laws
rules thereof.
[Signature Page Follows]
[**] - Indicates certain information has been redacted and filed separately with the U.S. Securities and Exchange Commission. Confidential treatment has
been requested with respect to the redacted portions.
IN WITNESS WHEREOF the parties have executed this Amendment on the respective dates specified below with effect from the date specified first on the
first page of this Amendment.
Agri-Energy, LLC
FCStone Merchant Services, LLC
By: /s/ Christopher M. Ryan
By: /s Ryan McNearney
Name: Christopher M. Ryan
Name: Ryan McNearney
Title: President
Title: VP, Legal & Business Affairs
Date: December 26, 2017
Date: December 26, 2017
[**] - Indicates certain information has been redacted and filed separately with the U.S. Securities and Exchange Commission. Confidential treatment has
been requested with respect to the redacted portions.
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We have issued our report dated March 28, 2018, with respect to the consolidated financial statements of Gevo, Inc. and subsidiaries included in the Annual
Report on Form 10-K for the year ended December 31, 2017. We consent to the incorporation by reference of said report in the Registration Statements of
Gevo, Inc. on Forms S-8 (File Nos. 333-172771, 333-195264, 333-207172, and 333-212391) and on Forms S-3 (File Nos. 333-197285 and 333-211370).
Exhibit 23.1
/s/ Grant Thornton LLP
Denver, Colorado
March 28, 2018
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
Exhibit 31.1
I, Patrick R. Gruber, certify that:
1.
2.
3.
4.
I have reviewed this annual report on Form 10-K of Gevo, Inc.;
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this
report;
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))
for the registrant and have:
a)
b)
c)
d)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being prepared;
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting principles;
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent
fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to
materially affect, the registrant’s internal control over financial reporting; and
5.
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the
registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a)
b)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control
over financial reporting.
Date: March 28, 2018
/s/ Patrick R. Gruber
Patrick R. Gruber
Chief Executive Officer
(Principal Executive Officer)
CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
Exhibit 31.2
I, Bradford K. Towne, certify that:
1.
2.
3.
4.
I have reviewed this annual report on Form 10-K of Gevo, Inc.;
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this
report;
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))
for the registrant and have:
a)
b)
c)
d)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being prepared;
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting principles;
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent
fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to
materially affect, the registrant’s internal control over financial reporting; and
5.
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the
registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a)
b)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control
over financial reporting.
Date: March 28, 2018
/s/ Bradford K. Towne
Bradford K. Towne
Chief Accounting Officer
(Principal Financial Officer)
CERTIFICATIONS
Exhibit 32.1
I, Patrick R. Gruber, Chief Executive Officer of Gevo, Inc. (the “Company”), and I, Bradford K. Towne, Chief Accounting Officer of the Company,
certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Annual Report on Form 10-K of the Company for the year ended December 31, 2017, (the “Report”) fully complies with the
requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the
Company for the period covered by the Report.
/s/ Patrick R. Gruber
Patrick R. Gruber
Chief Executive Officer
(Principal Executive Officer)
Date: March 28, 2018
/s/ Bradford K. Towne
Bradford K. Towne
Chief Accounting Officer
(Principal Financial Officer)
Date: March 28, 2018
A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and
furnished to the U.S. Securities and Exchange Commission or its staff upon request.
This certification accompanies the Report to which it relates, is not deemed filed with the U.S. Securities and Exchange Commission and is not to be
incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, whether made before or after the date of the Report
and irrespective of any general incorporation language contained in such filing.