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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 27, 2025

Gevo, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-35073

87-0747704

(State or other jurisdiction

(Commission File Number)

(IRS Employer

of incorporation)

Identification No.)

345 Inverness Drive South, Building C, Suite 310 Englewood, CO 80112

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (303) 858-8358

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

    

Trading symbol

    

Name of exchange on which registered

Common Stock, par value $0.01 per share

GEVO

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

Item 2.02. Results of Operations and Financial Condition.

On March 27, 2025, Gevo, Inc. (the “Company”) issued a press release announcing the Company’s financial results for the quarter and full year ended December 31, 2024. A copy of this press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The information in this Item 2.02 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

    

Description

99.1

104

Cover Page Interactive Data File (Formatted as Inline XBRL)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

GEVO, INC.

Date: March 27, 2025

By:

/s/ E. Cabell Massey

E. Cabell Massey

Vice President, Legal and Corporate Secretary

EX-99.1 2 gevo-20250327xex99d1.htm EX-99.1

Exhibit 99.1

Graphic

345 Inverness Drive South

Building C, Suite 310

Englewood, CO 80112

t 303-858-8358

f 303-858-8431

gevo.com

Gevo Reports Fourth Quarter 2024 Financial Results and Reaffirms Business Update

Gevo to Host Conference Call Today at 4:30 p.m. ET

ENGLEWOOD, Colo. – March 27, 2025 - Gevo, Inc. (NASDAQ: GEVO) (“Gevo”, the “Company”, “we”, “us” or “our”), a leading developer of cost effective, renewable hydrocarbon fuels and chemicals with reduced greenhouse gas emissions, today announced financial results for the fourth quarter and full year ended December 31, 2024, and reaffirmed the Business Update that was released on March 7, 2025 (the “Business Update”), which is available on our website at https://investors.gevo.com/news-releases/news-release-details/gevo-provides-business-update-1.

2024 Fourth Quarter Financial Highlights

·

Ended the fourth quarter with cash, cash equivalents and restricted cash of $259.0 million.

·

Combined operating revenue and investment income was $8.9 million and $32.7 million for the fourth quarter and full year 2024, respectively.

o On a standalone basis, our RNG subsidiary generated revenue of $15.8 million during the year ended December 31, 2024. This reflects an increase of $0.3 million compared to the previous year, primarily due to higher sales of environmental attributes from our RNG project. We expect a lower CI score in anticipation of receiving the final pathway approval under the LCFS Program, which is anticipated in the first quarter of 2025. 

·

Loss from operations of $19.6 million for the fourth quarter.

·

Non-GAAP adjusted EBITDA loss1 of $11.3 million for the fourth quarter.

·

Sale of environment attributes net of $5.4 million for the fourth quarter.

·

RNG subsidiary generated a loss from operations of $3.5 million, and non-GAAP adjusted EBITDA profit1 of $2.7 million for the fourth quarter.

·

Net loss per share of $.08 for the fourth quarter.


1Adjusted EBITDA is a non-GAAP measure calculated by adding back depreciation and amortization, allocated intercompany expenses for shared service functions, and non-cash stock-based compensation to GAAP loss from operations. A reconciliation of adjusted EBITDA to GAAP loss from operations is provided in the financial statement tables following this release. Adjusted EBITDA was referred to as “cash EBITDA” in previous periods.


2024 Fourth Quarter Financial Results

Operating revenue. During 2024, operating revenue decreased $0.3 million compared to the prior year, primarily due to lower sales of environmental attributes from our RNG project. This is due to a buildup of environmental attribute inventory in anticipation of receiving the final pathway approval under the LCFS Program, which we expect to result in a lower CI score. The approval is anticipated in the first quarter of 2025. During 2024, we sold 366,557 MMBtu of RNG from our RNG project, resulting in biogas commodity sales of $0.7 million and environmental attribute sales of $15.1 million. Additionally, we recognized $0.8 million of licensing and development revenue from the agreement with LG Chem as well as $0.3 million from the sale of isooctane and software services during 2024.

Cost of production. Cost of production remained consistent during 2024, compared to the prior year.

Depreciation and amortization. Depreciation and amortization, which includes depreciation and amortization which was allocated to inventory and is included in depreciation and amortization upon the sale of the associated inventory, decreased $0.7 million during 2024, compared to the prior year, primarily due to the timing of sales of environmental attribute inventory.

Research and development expense. Research and development expense decreased $1.1 million during 2024, compared to the prior year, primarily due to a reduction of consulting expenses and personnel related costs.

General and administrative expense. General and administrative expense increased $3.2 million during 2024 compared to the prior year, primarily due to increases in personnel costs related to the hiring of highly qualified and skilled professionals, and professional consulting fees, partially offset by a decrease in stock-based compensation.

Project development costs. Project development costs are related to our future Alcohol-to-Jet Projects and Verity and consist primarily of employee expenses, preliminary engineering costs, and technical consulting costs. Project development costs increased $3.4 million during 2024, compared to the prior year, primarily due to patent related costs, increases in personnel costs, and consulting fees.

Acquisition related costs. Certain acquisition costs incurred related to the Red Trail Purchase Agreement during the year ended December 31, 2024.

Facility idling costs. Facility idling costs are related to care and maintenance of our Luverne Facility. Facility idling costs decreased by $1.1 million during 2024, compared to the prior year.

Loss from operations. The Company’s loss from operations increased by $9.0 million during the year ended December 31, 2024, compared to the year ended December 31, 2023, primarily due to the increase in costs related to acquisitions, general and administrative expenses, and project development costs.

Interest expense. Interest expense increased by $1.7 million during 2024 compared to the prior year, primarily due to interest on the Remarketed Bonds.

Interest and investment income. Interest and investment income decreased $3.4 million during 2024, compared to the prior year, primarily due to the usage of cash for our capital projects and operating costs, resulting in a lower balance of cash equivalent investments during 2024.

Other income. Other income increased $1.6 million during 2024, compared to the prior year, primarily due to the termination of the expediting procurement agreement with a local utility which resulted in a one-time charge of $1.6 million in 2023.

Webcast and Conference Call Information

Hosting today’s conference call at 4:30 p.m. ET will be Dr. Patrick R. Gruber, Chief Executive Officer, L. Lynn Smull, Chief Financial Officer, Dr. Paul Bloom, Chief Business Officer and Dr. Eric Frey, Vice President of Corporate Development. They will review Gevo’s financial results and provide an update on recent corporate highlights.

To participate in the live call, please register through the following event weblink: https://register.vevent.com/register/BIfe02700a31384d12946e60bf35964cb8. After registering, participants will be provided with a dial-in number and pin.

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To listen to the conference call (audio only), please register through the following event weblink: https://edge.media-server.com/mmc/p/h9wkbjf5.

A webcast replay will be available two hours after the conference call ends on March 27, 2025. The archived webcast will be available in the Investor Relations section of Gevo’s website at www.gevo.com.

About Gevo

Gevo is a next-generation diversified energy company committed to fueling America’s future with cost-effective, drop-in fuels that contribute to energy security, abate carbon, and strengthen rural communities to drive economic growth. Gevo’s innovative technology can be used to make a variety of renewable products, including SAF, motor fuels, chemicals, and other materials that provide U.S.-made solutions. By investing in the backbone of rural America, Gevo’s business model includes developing, financing, and operating production facilities that create jobs and revitalize communities. Gevo owns and operates one of the largest dairy-based RNG facilities in the United States, turning by-products into clean, reliable energy. We also operate an ethanol plant with an adjacent CCS facility, further solidifying America’s leadership in energy innovation. Additionally, Gevo owns the world’s first production facility for specialty ATJ fuels and chemicals. Gevo’s market-driven “pay for performance” approach regarding carbon and other sustainability attributes, helps ensure value is delivered to our local economy. Through its Verity subsidiary, Gevo provides transparency, accountability, and efficiency in tracking, measuring and verifying various attributes throughout the supply chain. By strengthening rural economies, Gevo is working to secure a self-sufficient future and to make sure value is brought to the market.

For more information, see www.gevo.com.

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Forward-Looking Statements

Certain statements in this press release and the Business Update may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements relate to a variety of matters, including, without limitation, the financing and the timing of our NZ1 project, the agreement with LG Chem, the DOE loan guarantee process, the Red Trail Energy acquisition and timing of its closing, the successful integration of the CultivateAI acquisition, the success and revenue of Verity, the success of our ETO business, our financial condition, our results of operation and liquidity, our business plans, our business development activities, our Alcohol-to-Jet Projects, financial projections related to our business, our RNG project, our fuel sales agreements, our plans to develop our business, our ability to successfully develop, construct, and finance our operations and growth projects, our ability to achieve cash flow from our planned projects, the ability of our products to contribute to lower greenhouse gas emissions, particulate and sulfur pollution, and other statements that are not purely statements of historical fact. These forward-looking statements are made based on the current beliefs, expectations and assumptions of the management of Gevo and are subject to significant risks and uncertainty. Investors are cautioned not to place undue reliance on any such forward-looking statements. All such forward-looking statements speak only as of the date they are made, and Gevo undertakes no obligation to update or revise these statements, whether as a result of new information, future events or otherwise. Although Gevo believes that the expectations reflected in these forward-looking statements are reasonable, these statements involve many risks and uncertainties that may cause actual results to differ materially from what may be expressed or implied in these forward-looking statements. For a further discussion of risks and uncertainties that could cause actual results to differ from those expressed in these forward-looking statements, as well as risks relating to the business of Gevo in general, see the risk disclosures in our most recent Annual Report on Form 10-K and in subsequent reports on Forms 10-Q and 8-K and other filings made with the U.S. Securities and Exchange Commission by Gevo.

Non-GAAP Financial Information

This press release contains a financial measure that does not comply with U.S. generally accepted accounting principles (“GAAP”), including non-GAAP adjusted EBITDA. Non-GAAP adjusted EBITDA excludes depreciation and amortization, allocated intercompany expenses for shared service functions, and non-cash stock-based compensation from GAAP loss from operations. Management believes this measure is useful to supplement its GAAP financial statements with this non-GAAP information because management uses such information internally for its operating, budgeting and financial planning purposes. This non-GAAP financial measure also facilitates management’s internal comparisons to Gevo’s historical performance as well as comparisons to the operating results of other companies. In addition, Gevo believes this non-GAAP financial measure is useful to investors because it allows for greater transparency into the indicators used by management as a basis for its financial and operational decision making. Non-GAAP information is not prepared under a comprehensive set of accounting rules and therefore, should only be read in conjunction with financial information reported under U.S. GAAP when understanding Gevo’s operating performance. A reconciliation between GAAP and non-GAAP financial information is provided below.

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Gevo, Inc.

Condensed Consolidated Balance Sheets

(In thousands, except share and per share amounts)

December 31, 2024

    

December 31, 2023

Assets

  

 

  

Current assets

  

 

  

Cash and cash equivalents

$

189,389

$

298,349

Restricted cash

 

1,489

 

77,248

Trade accounts receivable, net

 

2,411

 

2,623

Inventories

 

4,502

 

3,809

Prepaid expenses and other current assets

 

5,920

 

4,353

Total current assets

 

203,711

 

386,382

Property, plant and equipment, net

 

221,642

 

211,563

Restricted cash

 

68,155

 

Operating right-of-use assets

 

1,064

 

1,324

Finance right-of-use assets

 

1,877

 

210

Intangible assets, net

 

8,129

 

6,524

Goodwill

3,740

Deposits and other assets

 

75,623

 

44,319

Total assets

$

583,941

$

650,322

Liabilities

 

  

 

  

Current liabilities

 

  

 

  

Accounts payable and accrued liabilities

$

22,006

$

22,752

Operating lease liabilities

 

333

 

532

Finance lease liabilities

 

2,001

 

45

Loans payable

 

21

 

130

2021 Bonds payable, net

67,967

Total current liabilities

 

24,361

 

91,426

Remarketed Bonds payable, net

 

67,109

 

Loans payable

 

 

21

Operating lease liabilities

 

966

 

1,299

Finance lease liabilities

 

187

 

187

Other long-term liabilities

1,830

Total liabilities

 

94,453

 

92,933

Commitments and Contingencies

 

  

 

  

Stockholders' Equity

 

  

 

  

Common stock, $0.01 par value per share; 500,000,000 shares authorized; 239,176,293 and 240,499,833 shares issued and outstanding at December 31, 2024, and December 31, 2023, respectively.

 

2,392

 

2,405

Additional paid-in capital

 

1,287,333

 

1,276,581

Accumulated deficit

 

(800,237)

 

(721,597)

Total stockholders' equity

 

489,488

 

557,389

Total liabilities and stockholders' equity

$

583,941

$

650,322

5


Gevo, Inc.

Condensed Consolidated Statements of Operations

(In thousands, except share and per share amounts)

    

Year Ended December 31, 

    

2024

    

2023

Total operating revenues

$

16,915

$

17,200

Operating expenses:

 

  

 

  

Cost of production

 

12,002

 

11,991

Depreciation and amortization

 

18,298

 

19,007

Research and development expense

 

5,576

 

6,637

General and administrative expense

45,798

42,628

Project development costs

 

18,166

 

14,732

Acquisition related costs

4,932

Facility idling costs

 

2,967

 

4,040

Total operating expenses

 

107,739

 

99,035

Loss from operations

 

(90,824)

 

(81,835)

Other income (expense)

 

  

 

  

Interest expense

 

(3,879)

 

(2,161)

Interest and investment income

 

15,740

 

19,090

Other income (expense), net

 

323

 

(1,309)

Total other income, net

 

12,184

 

15,620

Net loss

$

(78,640)

$

(66,215)

Net loss per share - basic and diluted

$

(0.34)

$

(0.28)

Weighted-average number of common shares outstanding - basic and diluted

 

231,674,716

 

238,687,621

6


Gevo, Inc.

Condensed Consolidated Statements of Comprehensive Loss

(In thousands)

Year Ended December 31, 

  

2024

    

2023

Net loss

$

(78,640)

$

(66,215)

Other comprehensive income:

 

Unrealized gain on available-for-sale securities

 

 

1,040

Comprehensive loss

$

(78,640)

$

(65,175)

7


Gevo, Inc.

Condensed Consolidated Statements of Stockholders’ Equity

(In thousands, except share amounts)

For the Year Ended December 31, 2024 and 2023

Common Stock

Accumulated Other

Accumulated 

Stockholders’

    

Shares

    

Amount

    

Paid-In Capital

    

Comprehensive Loss

    

Deficit

    

Equity

Balance, December 31, 2023

    

240,499,833

    

$

2,405

    

$

1,276,581

    

$

    

$

(721,597)

    

$

557,389

Non-cash stock-based compensation

 

 

 

14,847

 

 

 

14,847

Stock-based awards and related share issuances, net

 

5,784,668

 

58

 

495

 

 

 

553

Repurchase of common stock

 

(7,190,006)

 

(72)

 

(4,638)

 

 

 

(4,710)

Issuance of common stock upon exercise of warrants

81,798

1

48

49

Net loss

 

 

 

 

 

(78,640)

 

(78,640)

Balance, December 31, 2024

 

239,176,293

$

2,392

$

1,287,333

$

$

(800,237)

$

489,488

Balance, December 31, 2022

    

237,166,625

    

$

2,372

    

$

1,259,527

    

$

(1,040)

    

$

(655,382)

    

$

605,477

Non-cash stock-based compensation

 

 

 

17,087

 

 

 

17,087

Stock-based awards and related share issuances, net

3,333,208

33

(33)

Other comprehensive income

 

 

 

 

1,040

 

 

1,040

Net loss

 

 

 

 

 

(66,215)

 

(66,215)

Balance, December 31, 2023

 

240,499,833

$

2,405

$

1,276,581

$

$

(721,597)

$

557,389

8


Gevo, Inc.

Condensed Consolidated Statements of Cash Flows

(In thousands)

Year Ended December 31, 

2024

    

2023

Operating Activities

  

    

  

Net loss

$

(78,640)

$

(66,215)

Adjustments to reconcile net loss to net cash used in operating activities:

 

  

 

  

Stock-based compensation

 

14,733

 

17,087

Depreciation and amortization

 

18,298

 

19,007

Amortization of marketable securities discount

 

 

(102)

Other noncash expense

 

2,497

 

908

Changes in operating assets and liabilities, net of effects of acquisition:

 

Accounts receivable

 

417

 

(2,147)

Inventories

 

(706)

 

670

Prepaid expenses and other current assets, deposits and other assets

 

(19,050)

 

(25,620)

Accounts payable, accrued expenses and non-current liabilities

 

5,068

 

2,693

Net cash used in operating activities

 

(57,383)

 

(53,719)

Investing Activities

 

  

 

  

Acquisitions of property, plant and equipment

 

(51,085)

 

(54,455)

Proceeds from sale of investment tax credit

15,336

Payment of earnest money deposit

(10,000)

Acquisition of CultivateAI, net of cash acquired

(6,070)

Proceeds from maturity of marketable securities

 

 

168,550

Proceeds from sale of property, plant and equipment

34

Net cash (used in) provided by investing activities

 

(51,819)

 

114,129

Financing Activities

 

  

 

  

Proceeds from issuance of Remarketed Bonds

 

68,155

 

Extinguishment of 2021 Bonds, net

 

(68,155)

 

Payment of debt offering costs

 

(1,665)

 

Proceeds from the exercise of warrants

 

49

 

Payment of loans payable

 

(130)

 

(167)

Payment of finance lease liabilities

 

(906)

 

(22)

Repurchases of common stock

(4,710)

Net cash used in financing activities

 

(7,362)

 

(189)

Net (decrease) increase in cash and cash equivalents

 

(116,564)

 

60,221

Cash, cash equivalents and restricted cash at beginning of period

 

375,597

 

315,376

Cash, cash equivalents and restricted cash at end of period

$

259,033

$

375,597

9


Gevo, Inc.

Reconciliation of GAAP to Non-GAAP Financial Information

(In thousands)

    

Three Months Ended December 31, 

    

Year Ended December 31, 

    

2024

    

2023

    

2024

    

2023

Non-GAAP Adjusted EBITDA (Consolidated):

 

  

 

  

 

  

 

  

Loss from operations

$

(19,646)

$

(21,337)

$

(90,824)

$

(81,835)

Depreciation and amortization

 

6,076

 

4,684

 

18,298

 

19,007

Stock-based compensation

 

2,248

 

4,335

 

14,733

 

17,087

Non-GAAP adjusted EBITDA (loss) (Consolidated)

$

(11,322)

$

(12,318)

$

(57,793)

$

(45,741)

Three Months Ended December 31, 

Year Ended December 31, 

2024

2023

    

2024

2023

Non-GAAP Adjusted EBITDA (Gevo NW Iowa RNG):

Loss from operations

$

(3,497)

$

(1,274)

$

(8,760)

$

(7,656)

Depreciation and amortization

 

5,233

 

1,606

 

8,580

 

6,705

Allocated intercompany expenses for shared service functions

890

890

3,561

3,561

Stock-based compensation

 

46

 

42

 

171

 

102

Non-GAAP adjusted EBITDA (Gevo NW Iowa RNG)

$

2,672

$

1,264

$

3,552

$

2,712

Media Contact

Heather Manuel

Vice President of Stakeholder Engagement & Partnerships

PR@gevo.com

Investor Contact

Eric Frey, PhD

Vice President of Corporate Development

IR@Gevo.com

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