Note 3 - Miscellaneous Financial Information

12 Months Ended

Dec. 31, 2021

Notes to Financial Statements

Additional Financial Information Disclosure [Text Block]

3. Miscellaneous Financial Information

January 2021 Offering. On January 19, 2021, the Company completed a registered direct offering pursuant to a securities purchase agreement with certain institutional and accredited investors providing for the issuance and sale by the Company of an aggregate of 43,750,000 shares of the Company’s common stock at a price of $8.00 per share (the "January 2021 Offering"). The net proceeds to the Company from the January 2021 Offering were approximately $321.7 million, after deducting placement agent fees and other estimated offering expenses payable by the Company.

August 2020 Offering. On August 25, 2020, the Company completed a registered direct offering pursuant to a securities purchase agreement with certain institutional and accredited investors providing for the issuance and sale by the Company of an aggregate of (i) 21,929,313 shares of the Company’s common stock (the "Shares") at a price of $1.30 per share, and (ii) 16,532,232 pre-funded Series 2020-C warrants to purchase one share of the Company’s common stock (each, a "Series 2020-C Warrant") at a price of $1.29 per Series 2020-C Warrant, in a registered direct offering (the "August 2020 Offering"). The pre-funded Series 2020-C Warrants are exercisable beginning on the date of issuance at a nominal exercise price of $0.01 per share of common stock any time until the Series 2020-C Warrants are exercised in full. As of December 31, 2020, all of the Series 2020-C Warrants were exercised.

The net proceeds to the Company from the August 2020 Offering were approximately $45.8 million, after deducting placement agent fees and other estimated offering expenses payable by the Company, and not including any future proceeds from the exercise of the Warrants. The Company used the net proceeds from the August 2020 Offering to fund working capital and for other general corporate purposes.

July 2020 Offering. On July 6, 2020, Gevo completed a public offering (the "July 2020 Offering") of (i) 20,896,666 Series 1 units (the “Series 1 Units”) at a price of $0.60 per Series 1 Unit, and (ii) 9,103,334 Series 2 units (the "Series 2 Units") at a price of $0.59 per Series 2 Unit. The July 2020 Offering was made under a registration statement on Form S-1 filed with the Securities and Exchange Commission, declared effective on September 30, 2020.

Each Series 1 Unit consisted of one share of the Company’s common stock and one Series 2020-A Warrant to purchase one share of the Company’s common stock (each, a "Series 2020-A Warrant"). Each Series 2 Unit consists of a pre-funded Series 2020-B warrant to purchase one share of the Company’s common stock (each, a "Series 2020-B Warrant" and, together with the Series 2020-A Warrants, the "Warrants") and one Series 2020-A Warrant. The Series 2020-A Warrants are exercisable beginning on the date of original issuance and will expire five years from the date of issuance, at an exercise price of $0.60 per share. The pre-funded Series 2020-B Warrants are exercisable beginning on the date of issuance at a nominal exercise price of $0.01 per share of common stock any time until the Series 2020-B Warrants are exercised in full. In connection with the July 2020 Offering, the Company issued Series 2020-A Warrants to purchase an aggregate of 30,000,000 shares of common stock. As of December 31, 2020, all of the Series 2020-B Warrants were exercised.

The net proceeds to the Company from the July 2020 Offering were approximately $16.1 million, after deducting placement agent fees and other offering expenses payable by the Company, and not including any future proceeds from the exercise of the Warrants. The Company used the net proceeds from the July 2020 Offering to fund working capital and for other general corporate purposes.

During the year ended December 31, 2020, the Company received notices of exercise from holders of its Series 2020-A Warrants to issue an aggregate of 28,042,834 shares of common stock for total gross proceeds of approximately $16.8 million. During the year ended December 31, 2021, the Company received notices of exercise from holders of our Series 2020-A Warrants to issue an aggregate of 1,866,558 shares of common stock for total gross proceeds of approximately $1.1 million. As of December 31, 2021, there were 90,608 Series 2020-A Warrants outstanding.

At-the-Market Offering Program. In February 2018, the Company commenced an at-the-market offering program, which allows it to sell and issue shares of its common stock from time-to-time. In September 2021, the at-the-market offering program was amended to increase the available capacity to $500 million.

During the year ended December 31, 2021, the Company issued 24,420,579 shares of common stock under the at-the-market offering program for total proceeds of $135.8 million, net of commissions and other offering related expenses totaling $3.6 million.

During the year ended December 31, 2020, the Company issued 3,518,121 shares of common stock under the at-the-market offering program for total proceeds of $8.4 million, net of commissions and other offering related expenses totaling $0.2 million.

As of December 31, 2021, the Company has remaining capacity to issue up to approximately $500 million of common stock under the at-the-market offering program, respectively.  

2021 Bonds. On April 15, 2021, the Iowa Finance Authority (the "Authority") issued an aggregate principal amount of $68,155,000 of its Solid Waste Facility Revenue Bonds (Gevo NW Iowa RNG, LLC Renewable Natural Gas Project), Series 2021 (Green Bonds) (the "2021 Bonds") in a public offering for the benefit of Gevo RNG, a subsidiary of Gevo, to finance the construction of the Gevo RNG project.

The 2021 Bonds are reported at their amortized cost. The 2021 Bonds were issued at a premium of $0.8 million. Debt issuance costs totaled $3.0 million. The Company will amortize the debt issuance costs and the premium as a component of interest expense over the life of the related debt instrument using the interest method. The 2021 Bonds have been recorded as a long-term liability and will become current on the earlier of (i) one year prior to the Initial Mandatory Tender Date or (ii) upon the Company’s exercise of its call option to tender or redeem the Bonds. See Note 14, Debt, for further information.

Significant Customers. The following table summarizes the customers making up greater than 10% of the Company's consolidated revenue for the three years ended December 31, 2021, 2020 and 2019 in addition to the segment where such revenue is reported:

		Year Ended December 31,
	Segment (Note 21)	2021			2020			2019
Customer A	Gevo		53	%		21	%		—	%
Customer B	Agri-Energy		24	%		—	%		—	%
Customer C	Gevo		10	%		—	%		—	%
Customer D	Agri-Energy		—	%		52	%		71	%
Customer E	Agri-Energy		—	%		15	%		17	%
Total			87	%		88	%		88	%

Related Party Transaction. During the year ended December 31, 2020, Gevo paid Blocksize Capital GmbH ("Blocksize"), a company in which one director of Gevo had an indirect ownership interest, and Leaf Resources, a company in which one director of Gevo serves as a director, a total of $0.1 million for services rendered. The Company owed these companies a total of $0.1 million as of December 31, 2020. There were no related party transactions during the years ended December 31 2021 or 2019.

Restructuring Expenses. During the first quarter 2020, the Company terminated its ethanol production at the Luverne Facility. In addition, due to the impact of the COVID-19 pandemic on the global economy and the Company’s industry, in March 2020, the Company reduced its workforce, impacting 26 people at the Luverne Facility and four people at the Company's corporate headquarters. Affected employees were offered a severance package which included a one-time payment, one month of health insurance and acceleration of vesting for any unvested restricted stock awards.

The Company intends to continue developing its hydrocarbon business, including the planned expansion of the Luverne Facility, and the Company expects to move forward in securing the project funding needed to expand the Luverne Facility. The expansion is designed to allow the Company to produce large quantities of sustainable aviation fuel and renewable gasoline. The Company also expects to continue engineering efforts for the construction of a commercial renewable hydrocarbon production facility, as well as additional decarbonization projects, at the Luverne Facility.

As of December 31, 2020, the Company had the following liabilities outstanding related to the restructuring expense included in "Accounts payable and accrued liabilities" in the Consolidated Balance Sheets ($0 at December 31, 2021) (in thousands):

	December 31,							December 31,
	2019		Additions		Payments			2020
Severance (including payroll taxes)	$	—	$	96	$	(96	)	$	—
Lease agreements		—		158		(158	)		—
Total	$	—	$	254	$	(254	)	$	—