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| PART I | | | |
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| Item 1. | Business | | 6 |
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| Item 1A. | Risk Factors | | 15 |
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| Item 1B. | Unresolved Staff Comments | | 30 |
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| Item 1C. | Cybersecurity | | 30 |
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| Item 2. | Properties | | 31 |
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| Item 3. | Legal Proceedings | | 31 |
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| Item 4. | Mine Safety Disclosures | | 31 |
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| PART II | | | |
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| Item 5. | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | | 32 |
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| Item 6. | [Reserved] | | 32 |
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| Item 7. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | | 33 |
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| Item 7A. | Quantitative and Qualitative Disclosures about Market Risk | | 45 |
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| Item 8. | Financial Statements and Supplementary Data | | 47 |
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| Item 9. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | | 94 |
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| Item 9A. | Controls and Procedures | | 94 |
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| Item 9B. | Other Information | | 95 |
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| Item 9C. | Disclosure Regarding Foreign Jurisdictions that Prevent Inspections | | 95 |
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| PART III | | | |
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| Item 10. | Directors, Executive Officers and Corporate Governance | | 96 |
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| Item 11. | Executive Compensation | | 96 |
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| Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | | 96 |
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| Item 13. | Certain Relationships and Related Transactions, and Director Independence | | 96 |
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| Item 14. | Principal Accountant Fees and Services | | 96 |
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| PART IV | | | |
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| Item 15. | Exhibits, Financial Statement Schedules | | 97 |
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| SIGNATURES | | | 101 |
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Forward-Looking Statements
This Annual Report on Form 10-K (this “Report”) contains forward-looking statements within the meaning of Section 21 E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). When used in this Report, the words “expect,” “believe,” “anticipate,” “estimate,” “intend,” “plan” and similar expressions are intended to identify forward-looking statements. These statements relate to future events or our future financial or operational performance and involve known and unknown risks, uncertainties and other factors that could cause our actual results, levels of activity, performance or achievements to differ materially from those expressed or implied by these forward-looking statements. These statements reflect our current views with respect to future events and are based on assumptions and subject to risks and uncertainties. These forward-looking statements include, among other things, statements about: our financial condition, our revenues, results of operation and liquidity, our expectations regarding the financing, development, and construction of our projects, and the associated costs, our ability to produce our products, our expectations regarding the demand for our products and our ability to meet such demand, our ability to meet production, financial and operational guidance, our strategy to pursue low-carbon renewable fuels, our ability to replace our fossil-based energy sources with renewable energy sources at our Alcohol-to-Jet (“ATJ”) projects and elsewhere, our expectations regarding fuel consumption, our expectations regarding the location, start-up date and production results for our ATJ projects, our expectations regarding the anticipated benefits of our acquisition of the majority of the assets of Red Trail Energy, LLC (“Red Trail Energy”) and the impact thereof on our financial results and operations, our expectations regarding the benefits of ETO (as defined below) technology, our expectations regarding our ability to produce and the anticipated benefits of renewable liquid hydrocarbons, our expectations regarding our ability to produce and resell protein and other products for use in the food chain, our ability and plans to construct greenfield commercial hydrocarbon facilities to produce synthetic (or sustainable) aviation fuel (“SAF”) and other products, our ability to raise additional funds to finance our business and the sources of those funds, our ability to successfully operate our renewable natural gas (“RNG”) facilities in Iowa and our expectations regarding levels of RNG production, the availability of, and market prices for, government economic incentives to the renewable energy market, achievement of advances in our technology platform, the availability of suitable and cost-competitive feedstocks, our ability to gain market acceptance for our products, our expectations regarding the demand for and revenue to be generated from the sale of carbon credits, the expected cost-competitiveness and relative performance attributes of our products, our strategy to pursue alcohol-to-jet development and production, additional competition, and changes in economic conditions. Important factors could cause actual results to differ materially from those indicated or implied by forward-looking statements such as those contained in documents we have filed with the United States (“U.S.”) Securities and Exchange Commission (the “SEC”), including this Report in Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” Item 1A. “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 “Gevo,” “we,” “us,” “our” and “Company” refer to Gevo, Inc. and its wholly owned, direct and indirect subsidiaries.
Risk Factors Summary
Our business is subject to a number of risks and uncertainties, many of which are beyond our control, including those described in Part I, Item 1A. Risk Factors of this annual report. These risks include, but are not limited to, the following:
| ● | We have a history of net losses, and we may not achieve or maintain profitability. |
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| ● | 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. |
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| ● | Our proposed growth projects may not be completed or, if completed, may not achieve profitability or perform as expected. Our project development activities may consume a significant portion of our management’s focus, and if not successful, reduce our profitability. |
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| ● | We may be unable to successfully perform under current or future offtake and sales agreements to provide our products, and we may need to renegotiate some of our offtake agreements. |
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| ● | Fluctuations in the price of corn and other feedstocks may affect our cost structure. |
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| ● | Fluctuations in petroleum prices and customer demand patterns may reduce demand for renewable fuels. |
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| ● | Any decline in the value of environmental attributes associated with our products could have a material adverse effect on our results of operations cash flow and financial condition. |
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| ● | Our actual costs may be greater than expected in developing our growth projects, causing us to realize significantly lower profits or greater losses on our projects. |
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| ● | An impairment of our long-lived assets or goodwill could reduce our earnings or negatively impact our financial condition and results of operations. |
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| ● | We may be subject to liabilities and losses that may not be covered by insurance. |
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| ● | Our experience may not be sufficient to operate commercial-scale facilities, and we may encounter substantial difficulties operating commercial plants or expanding our business. |
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| ● | Mergers, acquisitions and other strategic investments may not be successful in achieving intended benefits, cost savings and synergies and may disrupt current operations. |
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| ● | 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. |
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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. |
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| ● | Our business and operations would suffer in the event of IT system failures or a cyber-attack. |
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| ● | We may engage in hedging transactions, which could adversely impact our business. |
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| ● | As our SAF has not previously been used as a commercial fuel in significant amounts, its use exposes us to product liability risks. |
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| ● | Competitiveness of our products for fuel use (including RNG) depends in part on government economic incentives for renewable energy projects or other related policies that could change. |
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| ● | 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. |
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| ● | 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 proceedings. |
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| ● | We may not be able to enforce our intellectual property rights throughout the world. |
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| ● | Confidentiality agreements with employees and others may not adequately prevent disclosures of trade secrets and other proprietary information. |
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| ● | We have received funding from U.S. government agencies, which could negatively affect our IP rights. |
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| ● | The U.S. renewable fuels industry is highly dependent upon certain federal and state legislation and regulation and any changes in legislation or regulation could have a material adverse effect on our results of operations, cash flows and financial condition. |
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| ● | Reductions or changes to existing regulations and policies may present technical, regulatory and economic barriers, which may significantly reduce demand for renewable fuels or our ability to supply our products. |
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| ● | Negative attitudes toward renewable energy projects from the U.S. government, other lawmakers and regulators, activists and others could adversely affect our business, financial condition and results of operations. |
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| ● | Any claims relating to improper handling, storage or disposal of hazardous materials or noncompliance with applicable laws and regulations could be time consuming and costly and could adversely affect our business and results of operations. |
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| ● | 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. |
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| ● | Future issuances of our common stock or instruments convertible or exercisable into our common stock may materially and adversely affect the price of our common stock and cause dilution to our existing stockholders. |
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| ● | Raising capital at a subsidiary, or project, level would result in lower revenues attributable back to us. |
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| ● | The estimates and assumptions on which our financial projections are based may prove to be inaccurate. |
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| ● | Raising additional capital may cause dilution to our existing stockholders, restrict our operations or require us to relinquish rights to our technologies. |
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| ● | We do not anticipate paying cash dividends, and accordingly, stockholders must rely on stock appreciation for any return on their investment. |
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| ● | 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 may be influenced by the research and reports that securities or industry analysts publish about us or our business. |
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| ● | We are subject to anti-takeover provisions in our certificate of incorporation, our 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. |
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| ● | Our certificate of incorporation provides that, unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware will be the sole and exclusive forum for substantially all disputes between us and our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or employees. |
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