Geoffrey T. Williams, Jr. - General Counsel Pat Gruber - CEO Mike Willis - CFO.

Amit Dayal - Rodman & Renshaw.

Welcome to the Gevo Incorporated First Quarter 2017 Earnings Conference Call. My name is Vanessa and I will be your operator for today’s call. At this time, all participants are in a listen-only mode. Later, we will conduct a question-and-answer session. [Operator Instructions] Please note that this conference is being recorded.

And I’ll now turn the call over to Mr. Geoffrey T. Williams, Jr., General Counsel. Sir, you may begin..

Thank you. Good afternoon, everyone and thank you for joining Gevo’s first quarter 2017 earnings conference call. Earlier today, we issued a press release, which outlines the topics that we plan to discuss. I’d like to point out that the press release was inadvertently issued two hours earlier than we had intended.

As in the past and going forward, Gevo expects to release its earnings press releases after market trading hours conclude. A copy of the first quarter 2017 earnings press release is available on our website at www.gevo.com.

I would like to remind our listeners that this conference call is open to the media and we are providing a simultaneous webcast of this call to the public. A replay of today’s call will be available on Gevo’s website. I’d now like to introduce today’s participants from the Company.

With us today is Pat Gruber, Gevo’s Chief Executive Officer; and Mike Willis, Gevo’s Chief Financial Officer. On the call today, you will hear discussions of certain non-GAAP financial measures. Non-GAAP financial measures should not be considered in isolation from or as a substitute for financial information presented in accordance with GAAP.

Reconciliation of these non-GAAP financial measures to the most directly comparable GAAP financial measures is contained in the press release distributed today and which is posted on our website.

We will also make certain forward-looking statements about events and circumstances that have not yet occurred including but not limited to projections about Gevo’s operating activities for the remainder of 2017 and beyond.

These forward-looking statements are based on management’s current, beliefs, expectations and assumptions and are subject to significant risks and uncertainties including those disclosed in Gevo’s annual report on Form 10-K for the year ended December 31, 2016, and in subsequent reports and other filings made with the SEC by Gevo including our quarterly reports on Form 10-Q.

Investors are cautioned not to place undue reliance on any such forward-looking statements. Such forward-looking statements speak only as of today’s date and Gevo disclaims any obligation to update information contained in these forward-looking statements whether as a result of new information, future events or otherwise.

On today’s call, Pat will begin with the discussion of Gevo’s business developments; Mike will then review Gevo’s financial results for the first quarter of 2017. Following the presentation, we will open up the call for questions. I’ll now turn the call over to Pat Gruber..

Thank you, Geoff and thank you all for joining us today. Following up on our earnings call of only a few weeks ago, our whole team at Gevo remains laser focused by getting the Company to profitability.

As I said in last call, we believe the best path to becoming profitable company is to turn 100% of our grind fermentation capacity at Luverne to isobutanol and/or hydrocarbon products, namely ATJ, Alcohol to Jet Fuel and isooctane. We are executing on this plan and are well into the engineering work to make this happen.

We believe that the isobutanol our capacity of the expanded plant will be more than 12 million gallons per year with the actual size and configuration being dependent on customer contracts, capital requirements and financing.

Given the level of engagement by customers for our ATJ and isooctane, we expect the majority of the isobutanol capacity will be processed further to produce hydrocarbons.

We currently expect that the hydrocarbon capacity will be in the 8 to 10 million gallons per year range although this number could change for a variety of reasons including customer demand and sources of financing.

So in parallel, with us doing the engineering work, what do we believe are the things we need to accomplish in the near-term to enable this build out of Luverne to occur.

In our minds, it boils down to two key things, one conclude the restructuring of our balance sheet to lessen our near-term liquidity issues and extend our runway, which we believe will give customers, partners and the investment community much more confidence in Gevo; two, sign-up customers for long-term supply agreements, forward selling the products we expect to be producing from the expanded Luverne plant.

As already mentioned, the nature of these contracts will dictate the configuration of the future plant that is how much of each product should be produced. We also believe that such contracts will open up new avenues for financing that would be much cheaper than doing straight equity financing.

As an example, this may open up opportunities to secure government grants or lower cost project oriented loans. So, on the first item that is the restructuring of our balance sheet. As you all know, one of the major hurdles we faced coming into 2017 was the senior secured debt with Whitebox that was scheduled to come due in 2017.

Earlier this year, we were able to extend the maturity of this debt by a few months from March 15th to June 23, 2017 as well as to decrease the principal amount to $16.5 million.

I’m really happy that a few weeks ago we came to a longer-term solution with Whitebox by entering into an exchange agreement with them where they agreed to exchange all of their outstanding 2017 notes into newly created notes, which would come due in 2020. Mike will go into more detail on the terms of these notes in a few minutes.

But importantly, this extension should give us the time to do the build out of Luverne without putting any undue liquidity burdens on the company in relation to the senior secured debt. Not surprisingly, I really like that.

Also note that surely after the Whitebox announcement, we signed a long-term supply agreement with HCS holding that’s the owner of Haltermann Carless brand, this is for the sale of isooctane. I can’t say whether or not restructuring was a key factor in HCS’s decision making or not.

However, we do expect that this would be critical to us signing additional definitive agreements in the coming months and quarters. To note that the actual exchange and the issuance of the 2020 notes will require stockholder approval. We believe the exchange with Whitebox is in the best interest of Gevo and its stockholders.

I want to reiterate to our stockholders the importance of approving the exchange with Whitebox. I strongly recommend that the stockholders approve the exchange at our upcoming stockholders’ meeting on June 15th. Now, turning to our second critical near-term goal, namely singing-up customers for long-term supply agreements.

One of our stated objectives for 2017 is to secure binding supply contracts for combination of isobutanol and related hydrocarbon products, representing at least 50% of the capacity of the expanded Luverne plant.

As I just mentioned a moment ago, we recently signed up our first definitive purchase agreement for long-term supply of a product from the Luverne site with HCS. This is very exciting milestone for us. While we still need to secure additional contracts, this was important for a few reasons.

First, this agreement with HCS to supply isooctane is precisely the type of deal we want to enter into with our customers. It covers multiple years and contains a pricing formula that is intended to provide a strong profit margin to Gevo. We believe that this will help us secure cheaper sources of capital to finance the buildup of Luverne.

Having one of these contracts under our belt should help in negotiations with other parties. Second, this agreement is a great reference contract for others. The economics of the entire expanded Luverne plant are dependent on the success of each of our product lines. Our customers understand this.

So, they’ve generally been reluctant to enter into agreements with us without seeing us gain traction with other customers across all of our markets. We believe getting this first agreement signed should create momentum to help us secure other isooctane contracts.

But more importantly, we believe that this will also be helpful to securing ATJ contracts. The airlines which normally understand the isooctane market should get a lot of comfort that we are starting to sign up customers for other key hydrocarbon product, which happens to be the core product for the ATJ production.

So, let’s talk specifically about the supply agreement we just signed with HCS. To start off with, HCS is one of the oldest chemical companies in the world. They are €600 million revenue company based in Germany. I am pleased that our product technology and prices pass muster in their eyes.

HCS is an industry leader in the manufacturing of high quality hydrocarbons and specialty chemicals. The agreement we just signed is consistent with the letter of intent that we announced earlier this year and the agreement consists of two different phases.

During the first phase, Gevo will supply HCS with isooctane produced at Gevo’s demonstration hydrocarbon plant in Silsbee, Texas. This first phase commences in May of this year and will continue until the first large scale commercial hydrocarbon plant is built at Luverne.

As stated in the HCS press release, we estimate that this agreement could generate upto $2 million to $3 million of gross revenue annually. During the second phase, HCS will purchase approximately 300,000 gallons of isooctane per year with an option to buy an additional 100,000 gallons annually under the five year offtake agreement.

The contractually agreed upon selling price is expected to bring an appropriate level of return on capital that’s required to build out the existing facility at Luverne. And note, specifically in this case, the isooctane is sold into the EU so, RINs [ph] are relevant.

We look forward to getting that expanded Luverne facility up and running and the hydrocarbon plant running so we can supply these guys. Note, also that HCS plays in a wide range of markets covering both chemicals and fuels. As a result, both of us believe that isooctane is just the first product we will be able to sale to HCS.

There may be opportunity to sell them isobutanol and ATJ as well. So, as I said, this is an exciting milestone for Gevo. And I really expect that this is only the first of multiple contracts that we will be in a position to talk about in the near future.

Turning to my last topic, I would like to provide a brief update on the operations at our Luverne facility. As we reported on the last call earnings call, our current isobutanol production goals are not to maximize gallons but rather to align our production with our market development efforts.

We will also produce isobutanol batches in order to generate key leanings for our future production at the extended Luverne facility. These are the proved out ways to decrease our isobutanol production costs or to decrease the capital required to do the actual build out of the Luverne facility itself.

This means that there will be periods when we don’t produce isobutanol. When we aren’t running isobutanol, we run ethanol only. This makes more financial sense since it improves the cash flow profile of the Luverne facility. We expect to operate this way until the Luverne plant is expanded.

Also until we complete the Luverne expansion, we are dependent upon using some old equipment at Luverne, some of which is almost 20 years old. By operating the plant for ethanol only, we believe that this will extend the life of some of these assets.

The more we can bridge ourselves from now to the completion of the Luverne expansion, the more we will have a flexibility to produce isobutanol in campaigns when we actually want to. In the first quarter of 2017, we produced approximately 100,000 gallons of isobutanol. And over certain periods during the quarter, we did in fact produced ethanol only.

In the second quarter, we may elect to produce only ethanol, given our current isobutanol inventory levels. I would like to conclude my prepared remarks with a few thoughts.

In 2016, we were able to validate to customers and partners that the isobutanol production technology fundamentally works on a consistent repeatable basis in a commercially sized production line, while achieving our variable cost targets.

In 2017, it looks like we have secured a path to successfully restructure our balance sheet subject of course to shareholder vote. And we signed our first definitive supply contract with HCS and hopefully several more agreements to come.

We’ve all been frustrated by delays and setbacks we’ve had in reaching this point, but I now believe that we are in the best position in this Company’s history in terms of achieving commercial success and also the profitability.

I want to thank all of our stockholders, partners and customers for their support, and I’m looking forward to an exciting remainder of 2017 and beyond. With that, I will now turn the call over to Mike.

Mike?.

The notes will mature on March 15, 2020; the notes will accrue interest of 12% per annum with 10% payable in cash and 2% payable as PIK interest.

The notes are convertible at the option of the holders and the shares of the Company’s common stock with an initial conversion price equal to lesser of $1.196 per share or a premium of 15% to the closing price of the Company’s common stock on the date of the exchange.

The holders will also have a onetime right to reset the conversion price upon any equity financing that occurs within a 180 days following the exchange. Following the exercise of this reset provision, the holders will also have a right to consent the certain equity financings during that 180-day reset period.

The notes will also provide for certain make whole payments to be made at the holders under certain circumstances.

For a more detailed description of the terms of the purchase agreement, the exchange and the 2020 notes, as well as a copy of the purchase agreement and the form of indenture pursuant to which the 2020 notes would be issued, please see the current report on Form 8-K, which we filed on April 20, 2017. In parallel, we’re singing the exchange agreement.

We also entered into the 11th supplemental indenture relating to the 2017 notes. This provided for amongst other things, the elimination of the $2.6 million interest reserve to 2017 notes. As a result, these funds released on the April 20th, which resulted in an increase to Gevo’s cash and cash equivalents by $2.6 million.

The exchange contemplated in the exchange agreement and the ultimate issuance of the 2020 notes is conditioned on the approval by the Gevo’s stockholders of the potential issuance of 19.99% or more of our outstanding common stock upon the conversion of [indiscernible] in relation to the 2020 notes.

Gevo’s management and Board believe that this exchange is an important milestone for Gevo and puts us in a much more solid position to execute on our business plan. As a result, we strongly recommend that stockholders approve the exchange at our 2017 annual meeting of stockholders to be held on June 15th.

With that, I’d really like to thank our stockholders for their continued support in Gevo. Will now open up for questions.

Operator?.

Thank you. We’ll now begin the question-and-answer session. [Operator instructions] And I see we have our first question from Amit Dayal with Rodman & Renshaw. Please go ahead..

Congrats on all the recent developments.

Those lines -- this HCS related announcement, has that promoted any other discussions with other potential customers around similar agreements?.

It has in that HCS is a pretty famous company, unfortunately not here in the U.S. but in Europe they are. And so, people took notice of that. And what’s interesting is it’s about isooctane, and isooctane is the major component of gasoline.

And in fact that’s what they are going to be using it for is for really high-end gasoline and reference fuels and things like that. But price that they are paying for us now and in the future is that quite a premium.

So, people take notice of that and of course it’s relevant as we discuss isooctane with airlines because whenever we produce hydrocarbon form isobutanol, we get a mixture of jet fuel plus isooctane. So, the airlines and the jet people are keen on seeing what we do with the isooctane. .

Got it. In regards to the extension on the debt maturities et cetera.

Is the shareholder vote coming up in June, is that sort of the final step in completing that process?.

It is. .

Okay.

And then in terms of the outlook, you’ve provided an outlook for 2017 earlier in the year, are you sort of maintaining that outlook, is there any sort of updates to that?.

We’ve not changed guidance at this time..

Okay, got it.

And then, in regards to the build out at Luverne coming up, when will you have a more concrete sort of plan of execution and estimates of cost et cetera?.

That would be later this year we’d be further along with the engineering. So far, it’s all looking pretty good though. We like where we are on the engineering around hydrocarbon plant.

When you use isobutanol as a raw material, it’s clean, we do the hydration chemistry to revive [ph] that oxygen, left with butylenes; that’s a clean chemistry and then you forth and make the octane in the jet fuel. And it’s all coming together real well.

And of course on the isobutanol side that we know how to do because we just built versus last year a year ago, so pretty clear on with that cost..

Got it. And then, just in terms of market development, final question for me. You guys have been pretty busy with dealing with the debt related issues et cetera in the early part of the year.

Going forward, what are going to be doing differently? Are we going to be getting more aggressive on the market development side? Any sort of color on or specifics on what we’re going to be doing to build the pipeline to match some of our production et cetera?.

Yes. So for us, there is three big market areas that are going to matter. Number is the jet fuel. The jet fuel is interesting because we have Lufthansa out there, there is other people that are in negotiation. And we’re going to move those contracts along that’s our intent.

And our stated goals for the year is at 50% of our output of that expanded Luverne plant covered with the definitive contracts. The jet fuel is interesting. We want multiple players there and recently why multiple players is because we’re not just focused -- we want to get the Luverne thing done, get that booked, we do.

But we’re also keen on making sure we can draw a projection at the future plants as well. And so that’s part of our thinking. Octane, I would say the same thing. The main focus has been so far on going for these niche applications like Haltermann Carless and HCS.

And we will start to work on making -- looking at isobutanol for gasoline blendstocks here in the states that will take later this year. One of the interesting things that we also will work on this year now as just started Praj in India this last month. Praj has made great progress making isobutanol from [indiscernible].

The economics look to be attractive at this point, was able to able to observe isobutanol being run using feedstock. So, we got to put our team to plan together for how we’re going to commercialize that. Praj has access to over 300 ethanol plants and some big number like that; you can see it on their website even.

And the idea is to use -- license our technology into those plants. I like it; it’s a low carbon fuel. And so it’s look like it will be economical. So we’ve got work added to our plants as well. .

Understood. That’s all I have guys. I’ll take my other questions offline. Thank you..

Thanks, Amit..

Thank you. We have no further questions at this time. I will now turn the call over to Patrick Gruber for closing remarks..

Well, thank you all for joining us. I appreciate your support. And with that we can end. Thank you. Bye-bye..

Thanks, everyone..

Thank you, ladies and gentlemen. This concludes today’s conference. We thank you for participating. You may now disconnect..