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, LLC 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. ("GAAP") for complete financial statements. These statements reflect all normal and recurring adjustments which, in the opinion of management, are necessary to present fairly the financial position, results of operations and cash flows of the Company at

December 31, 2018.

Use of Estimates

. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets 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,

201

and

201

allowance for doubtful accounts has been recorded, based upon the expected full collection of the accounts receivable. As of

December 31,

201

one

customer,

Eco-Energy, LLC ("Eco-Energy"),

comprised

66%

of the Company's outstanding trade accounts receivable.

As of

December 31, 2017

one

customer,

C&N Ethanol Marketing, LLC ("C&N Ethanol"),

comprised

of the Company's outstanding trade accounts receivable.

Inventories

. Inventory is recorded at net realizable value per Accounting Standard Update ("ASU")

2015

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

for a description of the Company’s accounting for embedded derivatives and Note

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,

201

and

201

, the Company did

not

have any forward purchase contracts or exchange-traded futures contracts

outside those probable of being used by the Company over a reasonable period in the normal course of business.

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, 2018

and

2017.

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.

Based upon the Company’s evaluation at

December 31, 2018

and

2017,

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 ethanol and related products, hydrocarbon products, and funding from government grants and cooperative agreements. The Company recognizes revenue when all of the following criteria are satisfied: (i) it has identified a contract with a customer; (ii) it has identified the performance obligations of the customer; (iii) it has determined the transaction price; (iv) it has allocated the transaction price to the identified performance obligations in the contract with the customer; and (v) satisfied each individual performance obligation with the contract with a customer.

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.

For the year ended

December 31, 2018,

Eco-Energy,

accounted for approximately

% of the Company's consolidated revenue. For the years ended

December 31, 2017

and

2016,

C&N Ethanol, accounted for approximately

% and

71%

of the Company's consolidated revenue, respectively. In the same years, Purina Animal Nutrition, LLC, formerly Land O'Lakes Purina Feed, LLC accounted for approximately

21%,

17%

and

17%

of the Company's consolidated revenue, respectively. All are customers of the Company's Gevo Development/Agri-Energy segment (

see Note

). Given the production capacity compared to the overall size of the North American market and the fungible demand for the Company's products, the Company does

not

believe that a decline in a specific customer's purchases would have a material adverse long-term effect upon the Company's 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, 2018,

2017

and

2016

were

$0.2

million,

$0.3

million, and

$0.2

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.

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, 2018

and

2017,

based upon current facts and circumstances, the Company had recorded a valuation allowance against its deferred tax assets of

$110.9

million and

$107.4

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, 2018,

2017,

and

2016

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.

	Year Ended December 31,
	201 8		201 7		201 6
Warrants to purchase common stock - liability classified		55,963		359,619		55,119
Warrants to purchase common stock - equity classified		6		70		70
Convertible 2017 Notes		–		–		3,756
Convertible 2020 Notes		1,071,674		1,437,984		–
Convertible 2022 Notes		–		–		280
Outstanding options to purchase common stock		2,311		2,322		846
Unvested restricted common stock		290,300		155		441
Stock appreciation rights		132,559		–		–
Total		1,552,813		1,800,150		60,512

Recent Accounting Pronouncements

Leases (“ASU

2016

02”

)

. In

February 2016,

the Financial Accounting Standards Board (“FASB”) issued ASU

No.

2016

02,

Topic

842

Leases

. ASU

2016

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

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, 2018

totaled

$2.2

million. The standard requires using the modified retrospective transition method and apply ASU

2016

either at (i) latter of the earliest comparative period presented in the financial statements or commencement date of the least, or (ii) the beginning of the period of adoption. The Company has elected to apply the standard at the beginning period of adoption,

January 1, 2019

with a cumulative adjustment to retained earnings, if any, as opposed to retrospectively adjusting prior periods presented in the financial statements.

While the Company has

not

yet completed its evaluation, it anticipates that the adoption of ASU

2016

will require the Company to recognize between

$1.5

million of right-to-use assets and related lease liabilities. The Company has

not

yet completed the determination whether leases qualify as (i) operating or (ii) financing under the new standard. The Company has elected to apply the short-term lease scope exception for leases with terms of

months or less, and will continue to recognize rent expense on a straight-line basis.

Derivatives and Hedging (Topic

815

). Accounting for Certain Financial Instruments with Down Round Provisions (“ASU

2017

11”

July 2017

the FASB issued ASU

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, as the Company's 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

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

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

is effective for fiscal years and interim periods within those years beginning after

December 15, 2017.

April 2016,

the FASB issued

ASU

No.

2016

Revenue from Contracts with Customers, Identifying Performance Obligations and Licensing

which provides additional clarification regarding

Identifying Performance Obligations and Licensing.

The new standard required either (i) application retrospectively to each prior reporting period presented or (ii) 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 was

requirement to select a transition method as the Company determined there is

impact to revenue recognition, historical or otherwise, as a result of adopting ASU

2014

09.

The Company adopted this standard effective

January 1, 2018.

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.

Ethanol sales and related products revenues, net.

Ethanol sales and related products revenues, net are sold to customers primarily on a “free-on-board, shipping point” basis. Each transaction occurs independent of any other sale, and once sold, there are

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 for the years ended

December 31, 2018,

2017

and

2016

representing

72%,

76%

and

71%

of total revenues for the year ended

December 31, 2018,

2017

and

2016,

respectively. Upon completion of the Company's review of these sales, and consistent with prior assessments, there is

impact on how the Company accounted for sales of ethanol during the years ended

December 31, 2018,

2017

and

2016.

The Company further evaluated related products, including distiller’s grains and corn oil, and after its review, and there was

significant impact to how the Company accounts for or discloses 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” or "free-on-board, destination" basis. Each transaction occurs independent of any other sale, and once sold, there are

future obligations on the part of the Company to provide post-sale support or promises to deliver future goods or services. There was

material impact as to how the Company recognized these revenues prior to adoption of ASU

2014

or will now recognize these revenues upon adoption of this standard effective

January 1, 2018.

Grant and other revenues.

Grant and other revenues primarily have 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 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, such arrangements remain in-scope pursuant to Topic

606,

and the Company determined that there was

change to revenues recognition upon adoption of ASU

2014

09.

Statement of Cash Flows – Restricted Cash (“ASU

2016

18”

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.

This standard required retrospective presentation for all periods presented. Adoption of this standard materially impacted the presentation of the Company’s historical statement of cash flow due to the existence of approximately

$2.6

million in restricted cash deposits relating to the former

2017

Notes, which were exchanged for the

2020

Notes in

June

2017

(see Note

). 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 and the Company

longer holds any cash in which use is restricted by contract or regulation.