Benson Hill, Inc. [BHIL] Filings

10-Q 1 bhil-20240630.htm 10-Q bhil-20240630

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


x			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2024


o			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____ to ______

Commission file number 001-39835

Benson Hill, Inc.

(Exact name of registrant as specified in its charter)


Delaware			85-3374823
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

1001 North Warson Rd, Ste 300	St. Louis,	Missouri	63132
(Address of Principal Executive Offices)			(Zip Code)

(314) 222-8218

(Registrant's telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

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


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.0001 par value	BHIL	The New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

As of August 6, 2024, 6,119,590 shares of the registrant’s Common Stock, par value $0.0001, were issued and outstanding.

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Benson Hill, Inc.

TABLE OF CONTENTS


		Page
Part I - Financial Information
Item 1.	Condensed Consolidated Financial Statements	4
	Condensed Consolidated Balance Sheets (Unaudited)	4
	Condensed Consolidated Statements of Operations (Unaudited)	5
	Condensed Consolidated Statements of Comprehensive Loss (Unaudited)	6
	Condensed Consolidated Statements of Stockholders’ Equity (Unaudited)	7
	Condensed Consolidated Statements of Cash Flows (Unaudited)	8
	Notes to the Condensed Consolidated Financial Statements (Unaudited)	9
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	27
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	38
Item 4.	Controls and Procedures	38
Part II - Other Information
Item 1.	Legal Proceedings	39
Item 1A.	Risk Factors	39
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	40
Item 3.	Defaults Upon Senior Securities	40
Item 4.	Mine Safety Disclosures	40
Item 5.	Other Information	41
Item 6.	Exhibits	42
Signatures		43

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Part I - Financial Information

Item 1. Financial Statements

Benson Hill, Inc.

Condensed Consolidated Balance Sheets (Unaudited)
(In Thousands, Except Per Share Data)


	June 30, 2024		December 31, 2023
Assets
Current assets:
Cash and cash equivalents	$	9,272	$	8,934
Marketable securities	20,247		32,852
Accounts receivable, net	9,640		6,810
Inventories, net	16,826		14,860
Prepaid expenses and other current assets	15,270		8,121
Current assets of discontinued operations	5,909		103,177
Total current assets	77,164		174,754
Property and equipment, net	22,643		26,533
Finance lease right-of-use assets, net	55,465		59,245
Operating lease right-of-use assets	2,800		2,934
Intangible assets, net	4,947		5,226
Other assets	8,289		6,072
Total assets	$	171,308	$	274,764

Liabilities and stockholders’ equity
Current liabilities:
Accounts payable	$	11,151	$	4,397
Finance lease liabilities, current portion	4,263		3,705
Operating lease liabilities, current portion	872		842
Long-term debt, current portion	1,900		55,201
Accrued expenses and other current liabilities	13,114		21,352
Current liabilities of discontinued operations	1,121		18,802
Total current liabilities	32,421		104,299
Long-term debt, less current portion	14,236		5,250
Finance lease liabilities, less current portion	71,013		73,682
Operating lease liabilities, less current portion	3,949		4,299
Warrant liabilities	906		1,186
Conversion option liabilities	—		5

Other non-current liabilities	30		—
Total liabilities	122,555		188,721
Stockholders’ equity:
Common stock, $0.0001 par value, 440,000 and 440,000 shares authorized, 6,085 and 5,954 shares issued and outstanding at June 30, 2024 and December 31, 2023, respectively (1)	1		1
Additional paid-in capital	614,018		611,497
Accumulated deficit	(564,769)		(523,786)
Accumulated other comprehensive loss	(497)		(1,669)
Total stockholders’ equity	48,753		86,043
Total liabilities and stockholders’ equity	$	171,308	$	274,764

(1) Amounts have been adjusted to reflect the 1-for-35 reverse stock split that became effective on July 18, 2024. See Note 2, Summary of Significant Accounting Policies for additional details.

See accompanying notes to the condensed consolidated financial statements (unaudited).

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Benson Hill, Inc.

Condensed Consolidated Statements of Operations (Unaudited)
(In Thousands, Except Per Share Data)


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Revenues	$	33,773	$	23,484	$	54,906	$	72,151
Cost of sales	34,597		22,214		50,492		66,238
Research and development	7,456		10,312		14,397		22,954
Selling, general and administrative expenses	10,155		6,510		24,983		19,737
Impairment of goodwill	—		9,260		—		9,260
Interest expense, net	1,708		6,874		10,304		13,246
Changes in fair value of warrants and conversion option	(513)		3,036		(286)		(18,660)
Other (income) expense, net	(1,653)		1,921		(693)		2,789
Net loss from continuing operations before income taxes	(17,977)		(36,643)		(44,291)		(43,413)
Income tax expense (benefit)	6		(138)		6		(123)
Net loss from continuing operations, net of income taxes	(17,983)		(36,505)		$	(44,297)	$	(43,290)
Net (loss) income from discontinued operations, net of income taxes (refer to Note 3, Discontinued Operations)	(1,717)		(20,336)		3,314		(16,605)
Net loss attributable to common stockholders	$	(19,700)	$	(56,841)	$	(40,983)	$	(59,895)

Net loss per common share:
Basic and diluted net loss per common share from continuing operations (1)	$	(3.27)	$	(6.81)	$	(8.09)	$	(8.08)
Basic and diluted net (loss) income per common share from discontinued operations (1)	$	(0.31)	$	(3.79)	$	0.61	$	(3.10)
Basic and diluted total net loss per common share (1)	$	(3.58)	$	(10.60)	$	(7.48)	$	(11.18)
Weighted average shares outstanding:
Basic and diluted weighted average shares outstanding (1)	5,496		5,364		5,477		5,355

(1) Amounts have been adjusted to reflect the 1-for-35 reverse stock split that became effective on July 18, 2024. See Note 2, Summary of Significant Accounting Policies for additional details.

See accompanying notes to the condensed consolidated financial statements (unaudited).

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Benson Hill, Inc.

Condensed Consolidated Statements of Comprehensive Loss (Unaudited)
(In Thousands)


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Net loss attributable to common stockholders	$	(19,700)	$	(56,841)	$	(40,983)	$	(59,895)
Other comprehensive income (loss):
Foreign currency translation adjustment	1		—		(12)		—




Change in fair value of available-for-sale marketable securities, net of deferred taxes	73		2,668		1,184		3,524
Total other comprehensive income	74		2,668		1,172		3,524
Total comprehensive loss	$	(19,626)	$	(54,173)	$	(39,811)	$	(56,371)

See accompanying notes to the condensed consolidated financial statements (unaudited).

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Benson Hill, Inc.

Condensed Consolidated Statements of Stockholders’ Equity (Unaudited)
(In Thousands)


	Common Stock			Additional Paid-In Capital		Accumulated Deficit		Accumulated Other Comprehensive Loss		Total Stockholders’ Equity
	Shares (1)	Amount
Balance as of December 31, 2023	5,954	$	1	$	611,497	$	(523,786)	$	(1,669)	$	86,043
Stock option exercises, net	98	—		95		—		—		95
Stock-based compensation expense	—	—		1,293		—		—		1,293
Comprehensive income (loss)	—	—		—		(21,283)		1,098		(20,185)
Balance as of March 31, 2024	6,052	$	1	$	612,885	$	(545,069)	$	(571)	$	67,246
Stock option exercises, net	33	—		(36)		—		—		(36)
Stock-based compensation expense	—	—		1,169		—		—		1,169
Comprehensive income (loss)	—	—		—		(19,700)		74		(19,626)
Balance as of June 30, 2024	6,085	$	1	$	614,018	$	(564,769)	$	(497)	$	48,753


	Common Stock			Additional Paid-In Capital		Accumulated Deficit		Accumulated Other Comprehensive Loss		Total Stockholders’ Equity
	Shares (1)	Amount
Balance as of December 31, 2022	5,905	$	1	$	609,470	$	(408,474)	$	(7,095)	$	193,902
Stock option exercises, net	23	—		121		—		—		121
Stock-based compensation expense	—	—		2,814		—		—		2,814
Comprehensive income (loss)	—	—		—		(3,054)		856		(2,198)
Balance as of March 31, 2023	5,927	$	1	$	612,405	$	(411,528)	$	(6,239)	$	194,639
Stock option exercises, net	—	—		19		—		—		19
Stock-based compensation expense	—	—		(3,882)		—		—		(3,882)
Comprehensive income (loss)	—	—		—		(56,841)		2,668		(54,173)
Balance as of June 30, 2023	5,928	$	1	$	608,542	$	(468,369)	$	(3,571)	$	136,603

(1) Amounts have been adjusted to reflect the 1-for-35 reverse stock split that became effective on July 18, 2024. See Note 2, Summary of Significant Accounting Policies for additional details.

See accompanying notes to the condensed consolidated financial statements (unaudited).

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Benson Hill, Inc.

Condensed Consolidated Statements of Cash Flows (Unaudited)
(In Thousands)


	Six Months Ended June 30,
	2024		2023
Operating activities
Net loss	$	(40,983)	$	(59,895)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	8,061		10,596
Stock-based compensation expense	2,414		(1,214)
Bad debt expense	1,077		(197)
Changes in fair value of warrants and conversion option	(286)		(18,660)
Accretion and amortization related to financing activities	6,191		4,318
Realized losses on sale of marketable securities	1,164		3,044
Impairment of goodwill	—		19,226
Other	(4,043)		2,593
Changes in operating assets and liabilities:
Accounts receivable	1,302		(1,614)
Inventories	5,962		31,072
Other assets and other liabilities	2,710		909
Accounts payable	(1,008)		(23,708)
Accrued expenses	(9,022)		(10,751)
Net cash used in operating activities	(26,461)		(44,281)
Investing activities
Purchases of marketable securities	(36,560)		(75,050)
Proceeds from maturities of marketable securities	22,933		41,759
Proceeds from sales of marketable securities	26,287		84,385
Purchase of property and equipment	(458)		(6,956)
Proceeds from divestiture of discontinued operations	57,713		1,928
Proceeds from a corporate-owned life insurance policy	2,173		—
Other	27		36
Net cash provided by investing activities	72,115		46,102
Financing activities
Repayments of long-term debt	(66,307)		(4,313)
Proceeds from issuance of long-term debt	15,800		—
Payments of debt issuance costs	—		(2,000)
Borrowing under revolving line of credit	3,562		—
Repayments under revolving line of credit	(3,562)		—
Payments of finance lease obligations	(2,003)		(1,595)
Proceeds from exercise of stock awards, net of withholding taxes	59		140

Net cash used in financing activities	(52,451)		(7,768)
Effect of exchange rate changes on cash	(12)		—
Net decrease in cash and cash equivalents	(6,809)		(5,947)
Cash, cash equivalents and restricted cash, beginning of period	16,081		43,321
Cash, cash equivalents and restricted cash, end of period	$	9,272	$	37,374


Supplemental disclosure of cash flow information
Cash paid for taxes	$	—	$	2
Cash paid for interest	$	4,674	$	9,555
Supplemental disclosure of non-cash activities

Purchases of property and equipment included in liabilities	$	30	$	333

See accompanying notes to the condensed consolidated financial statements (unaudited).

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Benson Hill, Inc.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

(In Thousands, Except Per Share Amounts)

1. Description of Business

Benson Hill is a seed innovation company that unlocks nature’s genetic diversity in soy quality traits through a combination of its proprietary genetics, its AI-driven CropOS® technology platform, and its Crop Accelerator. Benson Hill collaborates with strategic partners to create value throughout the agribusiness supply chain to meet the demand for better feed, food, and fuel. We are headquartered in St. Louis, Missouri, where most of our research and development activities are managed. In February 2024, as part of our acceleration to an asset-light business model, we divested our soy crushing and food-grade white flake and soy flour manufacturing operation in Creston, Iowa, which followed the October 2023 divestiture of our soy crushing facility in Seymour, Indiana. We continue to process dry peas in North Dakota through our Dakota Ingredients facility, and we sell our products throughout North America, in Europe and in several countries globally.

Moving to an asset-light business model enables Benson Hill to focus on our research and development competitive advantage. We plan to participate across the value chain with partnerships that are more efficient to scale acreage, require less operating expense and are more capital efficient. This model will continue to enable us to solve end user challenges with seed innovation. As we analyze the asset-light business model across the value chain, there are three opportunities to monetize Benson Hill’s technology. First, licensing our germplasm to seed companies. Second, direct seed sales to farmers. And third, through technology access fees and value-based royalties from seed companies, processors and end users.

Our commitment to environmental and social issues impacting our planet and our purpose-driven culture are fundamental to our ability to achieve our mission. Environmental, Social and Governance principles help guide our thinking and approach throughout the development and commercialization of our products, and our innovative culture is rooted in our Core Values of Be Bold, Be Inspired, and Be Real. We believe our technology platform, asset-light model, and purpose-driven culture will help bridge the divide between evolving preferences and quality traits already present within the genetic diversity of plants. We see nature as our partner; technology as our enabler; and innovators like us, like-minded stakeholders, stockholders and partners as the catalysts to activate the change needed.

Liquidity and Going Concern

The accompanying consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”) for financial reporting and Securities and Exchange Commission (“SEC”) regulations.

For the three and six months ended June 30, 2024, the Company incurred a net loss from continuing operations, net of income taxes of $17,983 and $44,297, respectively, and for the six months ended June 30, 2024, the Company had negative cash flows from operating activities of $26,461 and capital expenditures were minimal. As of June 30, 2024, we had cash and marketable securities of $29,519. Furthermore, as of June 30, 2024, the Company had an accumulated deficit of $564,769 and term debt and notes payable of $16,136, which are subject to repayment terms and covenants further described in Note 8, Debt in this report. These factors, coupled with working capital needs and expected capital expenditures indicated that, without further action, our forecasted cash flows would not be sufficient for us to meet our contractual commitments and obligations as they came due in the ordinary course of business for 12 months after the date the consolidated financial statements are issued. Therefore, there is substantial doubt about our ability to continue as a going concern within one year after the date the financial statements are issued. The accompanying financial statements have been prepared on a basis that assumes that the Company will continue as a going concern, and do not include any adjustments that may result from the outcome of this uncertainty. This basis of accounting contemplates the recovery of the Company’s assets and the satisfaction of the Company’s liabilities and commitments in the normal course of business and does not include any adjustments to reflect the possible future effects of the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

On February 13, 2024, we completed the sale of our soy crushing facility in Creston, Iowa, and used the proceeds to fully retire the Convertible Notes Payable. We paid an aggregate amount of $58,964, in full payment of our outstanding obligations under the Convertible Notes Payable. Refer to Note 8, Debt in this report for further details. Since our inception, we have incurred significant losses primarily to fund investment into technology and costs associated with early-stage commercialization of our products. In order to generate sufficient cash to offset the costs of funding continued investment in technology and to fund operations more broadly, we will be required to raise additional capital and identify additional sources of revenue, including from collaborative arrangements or joint operating activities, partnerships and licensing opportunities.

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Benson Hill, Inc.

Notes to the Condensed Consolidated Financial Statements (continued)

(Unaudited)

(In Thousands, Except Per Share Data)

We have taken steps to mitigate the substantial doubt noted above. As mentioned above, during the first quarter of 2024, we sold our soybean processing facilities located in Creston, Iowa and utilized proceeds from the sales, in combination with restricted cash, to fully retire our obligations under the Convertible Notes Payable. We are decreasing cash required for our operations by reducing operating costs and reducing staff levels. We incurred severance costs of $104 and $1,755, respectively, for the three and six months ended June 30, 2024, included within selling, general and administrative expenses and net income from discontinued operations, net of income taxes, on our consolidated statements of operations. On May 7, 2024, the Company’s indirect wholly-owned subsidiary Dakota Dry Bean Inc. (“DDB”) amended and restated its credit facility, including to increase its term loan to $15.8 million and to extend the maturity date to April 2029. Refer to Note 8, Debt in this report for further details. In addition, we are working to manage our current liabilities while we continue to make changes in operations to improve our cash flow and liquidity position. Our liquidity plans and operating budget include further actions aimed at improving operating efficiencies by reducing certain operating costs, restructuring certain parts of our organization, exploring strategic alternatives, divesting our assets, supplementing cash needs by selling additional shares of our common stock or securities convertible into common stock to the public through our shelf registration statement, or otherwise, or obtaining alternative forms of financing which may or may not be dilutive. There are no guarantees that we will achieve any of these plans, which involve risks and uncertainties, or that our achievement of any of these plans will sufficiently address our substantial doubt about our ability to continue as a going concern.

2. Summary of Significant Accounting Policies

Basis of Presentation and Principles of Consolidation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. GAAP for interim financial reporting and SEC regulations. The unaudited condensed consolidated financial statements include the accounts of the Company and our wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. As further discussed in the Reverse Stock Split section below, all per share amounts and common shares amounts have been adjusted on a retroactive basis to reflect the Reverse Stock Split (as defined below). Results of operations for the interim periods are not necessarily indicative of the results to be expected for the full year ended December 31, 2024. A description of our significant accounting policies is included in the notes to our audited consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2023. These unaudited condensed consolidated financial statements should be read in conjunction with the December 31, 2023 audited consolidated financial statements and the notes thereto.

Any reference in these notes to applicable guidance is meant to refer to the authoritative U.S. GAAP as found in the Accounting Standards Codification (“ASC”) and an Accounting Standards Update (“ASU”) of the Financial Accounting Standards Board (“FASB”).

Certain prior period balances have been reclassified to conform to the current period presentation in the unaudited condensed consolidated financial statements and the accompanying notes. All dollar amounts, share units and commodity quantities are in thousands, except per share amounts, unless otherwise noted. This includes reporting financial results for former Fresh Segment and Seymour, Indiana and Creston, Iowa processing facilities as discontinued operations (See Note 3, Discontinued Operations) for all periods presented.

Reverse Stock Split

On July 18, 2024, following approval by the Company’s stockholders, the Company effected a 1-for-35 reverse stock split of the issued and outstanding shares of the Company’s common stock (the “Reverse Stock Split”). The common stock began trading on the New York Stock Exchange on a post-split basis on July 19, 2024. Following the Reverse Stock Split, the number of authorized shares of common stock remained at 440,000 and the number of authorized shares of preferred stock remained at 1,000. On a retroactive basis, the Reverse Stock Split reduced the total number of issued and outstanding shares of common stock from 212,966 to 6,085 as of June 30, 2024. On a retroactive basis, the Reverse Stock Split reduced the total number of issued and outstanding shares of common stock from 208,395 to 5,954 as of December 31, 2023. The par value per share of common stock remained at $0.0001.

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Benson Hill, Inc.

Notes to the Condensed Consolidated Financial Statements (continued)

(Unaudited)

(In Thousands, Except Per Share Data)

The Company’s stockholders’ equity, in the aggregate, remained unchanged following the Reverse Stock Split. Per share net loss increased because there were fewer shares of common stock outstanding. There were no other accounting consequences, including changes to the amount of stock-based compensation expense to be recognized in any period, that arose as a result of the Reverse Stock Split. No fractional shares were issued in connection with the Reverse Stock Split. Instead, holders of the common stock holding fractional shares were entitled to receive, in lieu of such fractional shares, a cash payment in an amount determined based on the closing price of the Company’s common stock on the effective date of the Reverse Stock Split. The cash payments were immaterial to the Company’s consolidated financial statements. The Reverse Stock Split impacted all stockholders uniformly and did not affect any stockholder’s percentage of ownership or proportionate voting power other than very minor impacts from the treatment of fractional shares.

Emerging Growth Company Status

We are an “emerging growth company,” as defined in Section 2(a) of the Securities Act and have elected to take advantage of the benefits of the extended transition period for new or revised financial accounting standards. We expect to remain an emerging growth company at least through December 31, 2024 and expect to continue to take advantage of the benefits of the extended transition period, although we may decide to early adopt such new or revised accounting standards to the extent permitted by such standards. We expect to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and non-public companies until the earlier of the date we (i) are no longer an emerging growth company or (ii) affirmatively and irrevocably opt out of the extended transition period provided in the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”). This may make it difficult or impossible to compare our financial results with the financial results of another public company that is either not an emerging growth company or is an emerging growth company that has chosen not to take advantage of the extended transition period exemptions because of the potential differences in accounting standards used.

In addition, we intend to rely on the other exemptions and reduced reporting requirements provided by the JOBS Act. Subject to certain conditions set forth in the JOBS Act, if, as an emerging growth company, we intend to rely on such exemptions, we are not required to, among other things: (a) provide an auditor’s attestation report on our system of internal control over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act; (b) provide all of the compensation disclosure that may be required of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act; (c) comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (auditor discussion and analysis); and (d) disclose certain executive compensation-related items such as the correlation between executive compensation and performance and comparisons of the Chief Executive Officer’s compensation to median employee compensation.

We will remain an emerging growth company under the JOBS Act until the earliest of (a) December 31, 2026, (b) the last date of our fiscal year in which we have total annual gross revenue of at least $1.235 billion, (c) the date on which we are deemed to be a “large accelerated filer” under the SEC rules with at least $700.0 million of outstanding securities held by non-affiliates or (d) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the previous three years.

Use of Estimates

The preparation of our condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in our condensed consolidated financial statements and accompanying notes. Actual results could differ from those estimates. Significant management estimates include those with respect to allowance for doubtful accounts, reserves for inventory obsolescence, the recoverability of long-lived assets, intangibles and goodwill and the estimated value of our warrant liabilities and conversion option liabilities.

Cash, Cash Equivalents and Restricted Cash

We consider all short-term, highly liquid investments with maturities of 90 days or less at the acquisition date to be cash equivalents. Restricted cash primarily represents cash proceeds from the sale of certain assets pursuant to the covenants with a lender. Restricted cash is classified as non-current if we expect that the cash will remain restricted for a period greater than one year.

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Benson Hill, Inc.

Notes to the Condensed Consolidated Financial Statements (continued)

(Unaudited)

(In Thousands, Except Per Share Data)

The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the condensed consolidated balance sheets, inclusive of $— and $8,483 of cash and cash equivalents reported within current assets of discontinued operations as of June 30, 2024 and June 30, 2023 to the amounts shown in the condensed consolidated statements of cash flows.


	June 30, 2024		June 30, 2023
Cash and cash equivalents	$	9,272	$	9,051
Restricted cash, current	—		19,840
Cash and cash equivalents reported in current assets of discontinued operations	—		8,483
Total cash, cash equivalents and restricted cash shown in the condensed consolidated statements of cash flows	$	9,272	$	37,374

Goodwill and Intangible Assets

Goodwill, arising from a business combination as the excess of purchase price and related costs over the fair value of identifiable assets acquired and liabilities assumed is not amortized and is subject to an annual impairment test as of December 1, unless events indicate an interim test is required. In performing this impairment test, management will first qualitatively assess indicators of a reporting unit’s fair value. If, after completing the qualitative assessment, management believes it is likely that a reporting unit is impaired, a discounted cash flow analysis is prepared to estimate the fair value of the reporting unit.

Critical estimates in the determination of the fair value of each reporting unit include, but are not limited to, future expected cash flows based on estimates of future sales volumes, sales prices, production costs, and discount rates. These estimates generally constitute unobservable Level 3 inputs under the fair value hierarchy. An adjustment to goodwill will be recorded for any goodwill that is determined to be impaired.

Impairment of goodwill is measured as the excess of the carrying amount of goodwill over the fair value of the reporting unit. During the second quarter of 2023, we identified an indicator of impairment and determined it was no longer more likely than not that the fair value of our sole reporting unit was in excess of the carrying value. We performed an impairment analysis for the Ingredients reporting unit as of June 30, 2023, using a discounted cash flow model (a form of the income approach), utilizing Level 3 unobservable inputs. Our estimates in this analysis included, but were not limited to, future cash flow projections, the weighted average cost of capital, the terminal growth rate, and the tax rate. The impairment charge reflects an ongoing assessment of current market conditions and potential strategic investments to continue commercializing our proprietary products and pursue other strategic investments in the industry. As a result, a quantitative goodwill and separately identifiable intangible asset impairment assessment was performed as of June 30, 2023, and we recorded an impairment of the carrying value of goodwill of $9,260 in continuing operations and $9,966 in discontinued operations, which represented the entire goodwill balance prior to the impairment charge. The goodwill impairment charge had an immaterial impact on the provision for income taxes.

Intangible assets consist primarily of customer relationships, trade names, employment agreements, technology licenses, and developed or acquired technology. Intangible assets are valued based on the income approach, which utilizes discounted cash flows, or cost buildup. These estimates generally constitute Level 3 inputs under the fair value hierarchy.

In conjunction with business acquisitions, we obtain trade names and permits, enter into employment agreements, and gain access to the developed technology, distribution channels and customer relationships of the acquired companies. Trade names and permits are amortized over their estimated useful life, which is generally 10 years. The developed and acquired technology is amortized over its estimated useful life of 13 years. Customer relationships are expected to provide economic benefits to the Company over the amortization period of 15 years and are amortized on a straight-line basis. The amortization period of customer relationships represents management’s best estimate of the expected usage or consumption of the economic benefits of the acquired assets, which is based on our historical experience of customer attrition rates.

Definite lived intangible assets are reviewed for impairment, at the asset group level, whenever, in management’s judgment, impairment indicators are present. At a minimum, we assess all definite lived intangible assets annually for indicators of impairment. When indicators of impairment are present, such an assessment involves estimating undiscounted cash flows over the remaining useful life of the intangible. If the review indicates that undiscounted cash flows are less than the carrying value

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Benson Hill, Inc.

Notes to the Condensed Consolidated Financial Statements (continued)

(Unaudited)

(In Thousands, Except Per Share Data)

of the intangible asset, the asset group is written down to fair value, and any impairment is assigned to the assets in the asset group in accordance with the applicable guidance, and a corresponding impairment is recognized in our consolidated statements of operations and comprehensive loss.

For the quarter ended June 30, 2024, we determined there was no impairment of our intangible assets. However, we are currently exploring a broad strategic review of our business which could result in us being unable to recover all or a portion of the carrying value of our intangible assets. The amount and timing of any impairment charge would depend on a number of factors including the structure, timing, and scope of any assets disposed in any future transactions.

Impairment of Long-lived Assets

We review long-lived assets, including lease right-of-use assets, for impairment whenever events or changes in circumstances indicate that an asset group’s carrying amount may not be recoverable. We conduct our long-lived asset impairment analysis in accordance with ASC 360-10, Impairment or Disposal of Long-Lived Assets, which requires us to group assets and liabilities at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities and evaluate the asset group against the sum of the undiscounted future cash flows. If the undiscounted cash flows do not indicate the carrying amount of the asset group is recoverable, an impairment charge is measured as the amount by which the carrying amount of the asset group exceeds its fair value. We conducted a review of our long-lived assets as of June 30, 2024 and determined that the carrying value of our assets is recoverable and no impairment charge was necessary. We are currently executing a transition of our business model which could further result in us being unable to recover all or a portion of the remaining carrying value of our long-lived assets.

Stock Award Modifications

In June 2023, the Company announced that the former Chief Executive Officer (CEO) agreed to resign from the Company effective June 15, 2023, and entered into a consulting agreement to provide transition support through June 15, 2024. In connection with the separation, the Company modified the terms of its former CEO’s outstanding stock awards to (1) continue vesting over the consulting period through June 15, 2024 if continuous service is achieved with the Company; (2) extend the period during which the vested stock options may be exercised for a period of 90 days following the termination of consultancy, if continuous service is achieved with the Company; and (3) extend the period in which performance-based vesting conditions for restricted stock units may be achieved through June 15, 2024, if continuous service is achieved with the Company. As a result of the stock award modifications, the Company recorded a $6.2 million decrease to stock-based compensation expense for the three and six months ended June 30, 2023.

Recently Issued Accounting Guidance Not Yet Effective

In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures (“ASU 2023-09”). The standard requires all entities to disclose specific categories in the rate reconciliation, income taxes paid, and other income tax information. For public business entities, the amendments in ASU 2023-09 are effective for annual periods beginning after December 15, 2024. Early adoption is permitted. We do not expect the adoption of this guidance to have a material impact on our consolidated financial statements.

In November 2023, the FASB issued ASU 2023-07, Segment Reporting—Improvements to Reportable Segment Disclosures (“ASU 2023-07”). ASU 2023-07 requires public entities, including those entities with a single reportable segment, to provide disclosures of significant segment expenses and other segment items. The public entities are permitted to disclose multiple measures of a segment’s profit or loss used by the chief operating decision-maker to allocate resources and assess performance, as long as at least one measure that is most consistent with our consolidated financial statements is included. The guidance is effective for public entities for fiscal years beginning after December 15, 2023, and interim periods in fiscal years beginning after December 15, 2024. The guidance is applied retrospectively to all periods presented in financial statements, unless it is impracticable. Early adoption is permitted. We do not expect the adoption of this guidance to have a material impact on our consolidated financial statements.

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Benson Hill, Inc.

Notes to the Condensed Consolidated Financial Statements (continued)

(Unaudited)

(In Thousands, Except Per Share Data)

3.Discontinued Operations

Sale of Seymour, Indiana and Creston, Iowa Facilities

On October 31, 2023, the Company sold our soybean processing facility located in Seymour, Indiana, together with certain related assets, for approximately $35,397 of total gross proceeds, subject to certain adjustments, including an adjustment for inventory and other working capital (the “Seymour Sale”). Upon closing the Seymour Sale, we recorded a gain on the sale of $18,970 for the year ended December 31, 2023.

On February 13, 2024, we sold all of our interests in a wholly-owned subsidiary, Benson Hill Ingredients, LLC (“Ingredients”), which owns and operates a soybean processing facility in Creston, Iowa, to White River Creston, LLC (the “Purchaser”) for $52,500, plus a working capital adjustment estimated to be $19,671 (the “Purchase Price”), subject to certain deferred payments, holdbacks and other adjustments as defined in the Membership Interest Purchase Agreement (the “MIPA”) (the “Creston Sale”). Upon closing the Creston Sale, we recorded a gain on the sale of $2,844 for the three and six months ended June 30, 2024.

Upon closing the Creston Sale, $3,413 of the Purchase Price (the “Holdback”) and $4,950 of the Purchase Price (the “Carryback”) was held back by the Purchaser. The Holdback may be used by the Purchaser to satisfy certain Adverse Consequences (as defined in the MIPA) subject to the indemnification provisions, and for the Purchaser’s recovery with respect to certain Facility KPIs (as defined in the MIPA). The Holdback, less any amounts due to the Purchaser under the MIPA terms, shall be paid to the Seller within five days following the twelve-month anniversary of the closing. The Carryback will be paid by the Purchaser to the Seller pursuant to the terms of a promissory note executed by the Purchaser, and guaranteed by Ingredients, on February 13, 2024 (the “Promissory Note”). Under the Promissory Note, and subject to its terms and conditions, the Carryback will be paid in four equal installments on November 24, 2024, February 25, 2025, May 25, 2025, and August 25, 2025, together with all unpaid accrued interest on the outstanding principal amount on each such date. Subject to the terms and conditions of the Promissory Note, interest will accrue on the outstanding and unpaid principal amount thereunder at a fixed rate equal to 8.00% per annum. The Promissory Note may be partially or fully prepaid at any time without penalty.

The Company entered into a Transition Services Agreement (“TSA”) with the Purchaser, which is designed to ensure and facilitate an orderly transfer of operations. The TSA terms are four to six months with the option to extend for additional months. TSA income is recognized as services are performed.

The Creston Sale and the Seymour Sale (collectively, the “Transactions”) were separately marketed, negotiated, executed, and closed, and neither of the Transactions was conditioned upon the other. The Transactions were executed to leverage the Company’s core competencies as a technology-enabled seed innovation company as the Company transitions from a vertically integrated business model to an asset-light business model with an expanded focus on animal feed markets. Exiting the soybean processing business is intended to strengthen the Company’s balance sheet as the Company seeks to continue to commercialize our core business and intellectual property assets through partnerships and licensing arrangements to scale the Company’s product innovations. In accordance with ASC 205-20, Discontinued Operations, the Creston Sale was a strategic shift as the Company exited the ownership and operation of soybean processing assets. Therefore, the Transactions collectively met the criteria for transactions required to be accounted for as discontinued operations.

Divestiture of J&J Produce, Inc. (“J&J”)

On December 29, 2022, we entered into a Stock Purchase Agreement (the “Stock Sale”) to sell J&J and all of the outstanding equity securities of J&J’s subsidiaries for aggregate cash consideration of $3,000, subject to certain adjustments. In connection with the Stock Purchase Agreement, on December 29, 2022, J&J entered into a Purchase and Sale Agreement, pursuant to which J&J sold certain real and personal property comprising an agricultural production and processing facility located in Vero Beach, Florida, for an aggregate purchase price of $18,000, subject to certain adjustments. Certain property was leased back to J&J pursuant to a separate agricultural and facility lease for a short period of time. On June 30, 2023, we closed the Stock Sale. As of June 30, 2024, the carrying value of assets and liabilities in discontinued operations approximated their fair value due to their short maturities. J&J was the main component of our former Fresh segment. In accordance with ASC 205-20, Discontinued Operations, our strategic shift to exit the former Fresh segment met the criteria to be classified as businesses held for sale and presented as a discontinued operation. J&J had assets of $375 and $601 and liabilities of $664 and $559 as of June 30, 2024 and December 31, 2023, respectively. J&J had net income of $149 and net loss of $264 with no revenues for the

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Benson Hill, Inc.

Notes to the Condensed Consolidated Financial Statements (continued)

(Unaudited)

(In Thousands, Except Per Share Data)

three and six months ended June 30, 2024. J&J had revenues of $9,902, cost of sales of $15,398, operating expenses of $1,883 and net loss of $7,726 for the three months ended June 30, 2023. J&J had revenues of $32,237, cost of sales of $34,131, operating expenses of $3,337 and net loss of $5,935 for the six months ended June 30, 2023.

We reclassified the combined results of discontinued operations in our condensed consolidated statements of operations for all periods presented. The carrying amounts of the assets and liabilities of the discontinued operations were as follows:


	June 30, 2024		December 31, 2023
Assets
Current assets:
Cash and cash equivalents	$	—	$	7,147
Accounts receivable, net	4,985		26,412
Inventories, net	—		10,640
Prepaid expenses and other assets	924		6,468
Property and equipment, net	—		52,510

Total assets from discontinued operations	$	5,909	$	103,177

Liabilities
Current liabilities:
Accounts payable	$	79	$	12,741
Operating lease liabilities	—		2,851
Accrued expenses and other liabilities	1,042		3,210
Total liabilities from discontinued operations	$	1,121	$	18,802

The operating results of the discontinued operations, net of tax, were as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Revenues	$	170	$	95,456	$	31,060	$	203,767
Cost of sales	171		99,254		27,278		199,083
Research and development	—		—		17		—
Selling, general and administrative expenses	1,775		6,225		3,414		10,619
(Gain) loss on divestiture of discontinued operations	—		172		(2,844)		172
Impairment of goodwill	—		9,966		—		9,966
Interest (income) expense, net	(59)		7		(86)		14
Other expense (income), net	—		168		(33)		518
Net (loss) income from discontinued operations, before income taxes	(1,717)		(20,336)		3,314		(16,605)
Income tax expense	—		—		—		—
Net (loss) income from discontinued operations, net of income taxes	$	(1,717)	$	(20,336)	$	3,314	$	(16,605)

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Benson Hill, Inc.

Notes to the Condensed Consolidated Financial Statements (continued)

(Unaudited)

(In Thousands, Except Per Share Data)

Depreciation, amortization and significant operating and investing items in the condensed consolidated statements of cash flows for the discontinued operations are as follows:


	Six Months Ended June 30,
	2024		2023
Operating activities
Depreciation and amortization	$	387	$	3,593
Bad debt expense	1,075		(137)
Impairment	—		9,966
Net gain on divestiture of discontinued operations	(2,844)		172
Investing activities
Payments for acquisitions of property and equipment	(130)		(643)
Net proceeds from divestiture	57,713		1,928

4. Fair Value Measurements

Assets and liabilities recorded at fair value on a recurring basis on the balance sheets are categorized based upon the level of judgment associated with the inputs used to measure their fair values. The authoritative guidance on fair value measurements establishes a three-tier fair value hierarchy for disclosure of fair value measurements as follows:

Level 1 — Observable inputs such as unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date.

Level 2 — Inputs (other than quoted prices included in Level 1) are either directly or indirectly observable for the asset or liability. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.

Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

Our financial instruments consist of cash and cash equivalents, marketable securities, accounts receivable, commodity derivatives, commodity contracts, accounts payable, accrued liabilities, warrant liabilities, conversion option liabilities, and notes payable. As of June 30, 2024 and December 31, 2023, we had cash and cash equivalents of $9,272 and $8,934, respectively, which include money market funds with maturities of less than three months. At June 30, 2024 and December 31, 2023, the carrying values of cash and cash equivalents, accounts receivable, accounts payable, and accrued liabilities approximated fair value due to their short maturities.

The following tables provide the financial instruments measured at fair value on a recurring basis based on the fair value hierarchy:


	June 30, 2024
	Level 1		Level 2		Level 3		Total
Assets
U.S. treasury securities	$	4,655	$	—	$	—	$	4,655
Corporate bonds	$	—	$	12,519	$	—	$	12,519
Preferred stock	—		3,073		—		3,073
Marketable securities	$	4,655	$	15,592	$	—	$	20,247
Liabilities
Warrant liabilities	$	176	$	11	$	719	$	906

Total liabilities	$	176	$	11	$	719	$	906

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Benson Hill, Inc.

Notes to the Condensed Consolidated Financial Statements (continued)

(Unaudited)

(In Thousands, Except Per Share Data)


	December 31, 2023
	Level 1		Level 2		Level 3		Total
Assets
U.S. treasury securities	$	67	$	—	$	—	$	67
Corporate bonds	—		25,378		—		25,378
Preferred stock	—		7,407		—		7,407
Marketable securities	$	67	$	32,785	$	—	$	32,852
Liabilities
Warrant liabilities	$	201	$	30	$	955	$	1,186
Conversion option liabilities	—		—		5		5
Total liabilities	$	201	$	30	$	960	$	1,191

Public Warrant liabilities of $30 were transferred from Level 1 to Level 2 in 2023. Our Public Warrants were traded on the NYSE under the symbol “BHIL WS.” and considered Level 1 liabilities through December 18, 2023. On December 18, 2023, we received notice from the NYSE that it had determined to commence proceedings to delist the Company’s Public Warrants. On December 19, 2023, the NYSE suspended trading in the warrants. As of December 31, 2023, Public Warrants are available for trading over-the-counter under the symbol “BHILW” and are considered Level 2 liabilities. There were no other transfers of financial assets or liabilities into or out of Level 1, Level 2, or Level 3 for 2024 or 2023.

All of our derivative contracts are centrally cleared and therefore are cash-settled on a daily basis. This results in the derivative contracts having a fair value that approximates zero on a daily basis. Therefore, there are no derivative assets or liabilities included in the table above. Refer to Note 6, Derivatives in this report for further discussion.

The warrant liabilities consist of PIPE Investment Warrants, Convertible Notes Payable Warrants, Notes Payable Warrants, Private Placement Warrants, and Public Warrants. History, fair value hierarchy, valuation techniques and inputs of those warrants are more fully described in Note 5, Fair Value Measurements and Note 15, Warrant Liabilities, to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2023. Pursuant to the Fourth Amendment to the Convertible Loan and Security Agreement entered into with the lender in October 2023, Convertible Notes Payable Warrants must be repriced based on the trailing 5-day VWAP immediately prior to the date of the Fourth Amendment. These warrant liabilities are valued based on Black-Scholes option pricing model.

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Benson Hill, Inc.

Notes to the Condensed Consolidated Financial Statements (continued)

(Unaudited)

(In Thousands, Except Per Share Data)

The significant inputs to the valuation of Level 3 warrant and conversion option liabilities, adjusted on a retroactive basis to reflect the Reverse Stock Split as discussed in Note 2, Summary of Significant Accounting Policies, as of June 30, 2024 were as follows:


	PIPE Investment Warrants			Private Placement Warrants			Convertible Notes Payable Warrants
Exercise Price	$	136.50		$	402.50		$	6.65
Stock Price	$	5.25		$	5.25		$	5.25
Volatility	116.7		%	119.0		%	115.0		%
Remaining term in years	2.74			2.25			2.50
Risk-free rate	4.6		%	4.1		%	4.62%
Dividend yield	—		%	—		%	—		%


	PIPE Investment Warrants			Private Placement Warrants			Convertible Notes Payable Warrants			Conversion Option Liabilities
Exercise Price	$	136.50		$	402.50		$	6.65		$	86.45
Stock Price	$	5.95		$	5.95		$	5.95		$	5.95
Volatility	113.0		%	119.0		%	112.5		%	97.6		%
Remaining term in years	3.24			2.75			3.00			1.00
Risk-free rate	4.0		%	4.1		%	4.0		%	4.8		%
Dividend yield	—		%	—		%	—		%	—		%

The following table summarizes the change in the warrant and conversion option liabilities categorized as Level 3 for the three and six months ended June 30, 2024 and 2023:


	Three Months Ended June 30, 2024		Six Months Ended June 30, 2024
Balance, beginning of period	$	1,152	$	960
Changes in estimated fair value	(433)		(241)
Ending balance, June 30, 2024	$	719	$	719


	Three Months Ended June 30, 2023		Six Months Ended June 30, 2023
Balance, beginning of period	$	8,471	$	26,907
Changes in estimated fair value	1,835		(16,601)
Ending balance, June 30, 2023	$	10,306	$	10,306

Fair Value of Long-Term Debt

As of June 30, 2024 and December 31, 2023, the fair value of our debt, including amounts classified as current, was $14,301 and $64,336, respectively. Fair values are based upon valuation models using market information, which fall into Level 3 in the fair value hierarchy.

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Benson Hill, Inc.

Notes to the Condensed Consolidated Financial Statements (continued)

(Unaudited)

(In Thousands, Except Per Share Data)

5. Investments in Available-for-Sale Securities

We have invested in marketable debt securities, primarily investment-grade corporate bonds, preferred stock, and highly liquid U.S Treasury securities, which are held in the custody of a major financial institution. These securities are classified as available-for-sale and, accordingly, the unrealized gains and losses are recorded through other comprehensive income and loss. Marketable securities classified as available-for-sale securities are summarized below:


	June 30, 2024
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
U.S. treasury securities	$	4,823	$	—	$	(1)	$	4,822
Corporate bonds	12,583		1		(213)		12,371
Preferred stock	3,142		—		(88)		3,054
Total Investments	$	20,548	$	1	$	(302)	$	20,247


	December 31, 2023
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
U.S. treasury securities	$	458	$	—	$	—	$	458
Corporate bonds	26,040		8		(1,015)		25,033
Preferred stock	7,839		—		(478)		7,361
Total Investments	$	34,337	$	8	$	(1,493)	$	32,852

The aggregate fair value of investments with unrealized losses that had been owned for less than a year was $14,050 and $6,887 as of June 30, 2024 and December 31, 2023, respectively. The aggregate fair value of investments with unrealized losses that had been owned for more than one year was $6,092 and $21,543 as of June 30, 2024 and December 31, 2023, respectively.

Available-for-sale investments outstanding as of June 30, 2024, classified as marketable securities in our condensed consolidated balance sheets, have maturity dates ranging from the third quarter of 2024 through the fourth quarter of 2026. The fair value of marketable securities as of June 30, 2024 with maturities within one year and one to five years is $13,956 and $6,291, respectively. We classify available-for-sale investments as current based on the nature of the investments and their availability to provide cash for use in current operations, if needed.

6. Derivatives

Corporate Risk Management Activities

We use exchange-traded futures to manage price risk of fluctuating Chicago Board of Trade prices related to forecasted purchases and sales of soybeans and soybean related products in the normal course of business. These risk management activities are actively monitored for compliance with our risk management policies.

As of June 30, 2024, the Company held financial futures related to a portion of our forecasted purchases of soybeans for an aggregate notional volume of 865 bushels of soybeans; 755 bushels of the aggregate notional volume will settle in 2024 with the remaining 110 bushels settling in 2025. As of June 30, 2024, the Company held financial futures related to a portion of our forecasted sales of soybean oil for an aggregate notional volume of 16 pounds of soybean oil; all of which will settle in 2024.

Tabular Derivatives Disclosures

We have master netting agreements with our counterparties, which allow for the settlement of contracts in an asset position with contracts in a liability position in the event of default or termination. Such netting arrangements reduce our credit exposure related to these counterparties. As all of our derivative contracts are centrally cleared and therefore are cash-settled on a daily basis, the fair value approximates zero. Our derivative contracts were as follows:

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Benson Hill, Inc.

Notes to the Condensed Consolidated Financial Statements (continued)

(Unaudited)

(In Thousands, Except Per Share Data)


	June 30, 2024				December 31, 2023
	Asset Derivative		Liability Derivative		Asset Derivative		Liability Derivative
Soybeans	$	429	$	—	$	539	$	—
Soybean oil	—		34		—		180
Soybean meal	—		—		—		588
Effect of daily cash settlement	(429)		(34)		(539)		(768)
Net derivatives as classified in the balance sheet	$	—	$	—	$	—	$	—

We had a current asset representing excess cash collateral posted to a margin account of $451 and $992 as of June 30, 2024 and December 31, 2023, respectively. These amounts are not included with the derivatives presented in the table above, but are included in prepaid expenses and other current assets in the condensed consolidated balance sheets.

Currently, we do not seek cash flow hedge accounting treatment for derivative financial instruments and thus changes in fair value are reflected in current earnings.

The tables below show the amounts of pre-tax gains and losses recognized in our condensed consolidated statements of operations related to the derivatives:


	Three Months Ended June 30, 2024						Three Months Ended June 30, 2023
	Gain (loss) realized on derivatives		Unrealized gain (loss) on derivatives		Total gain (loss) recognized in income		Gain (loss) realized on derivatives		Unrealized gain (loss) on derivatives		Total gain (loss) recognized in income
Soybeans	$	344	$	472	$	816	$	(1,410)	$	479	$	(931)
Soybean oil	(195)		(31)		(226)		2,093		(1,674)		419
Soybean meal	—		—		—		3,259		18		3,277
Total	$	149	$	441	$	590	$	3,942	$	(1,177)	$	2,765


	Six Months Ended June 30, 2024						Six Months Ended June 30, 2023
	Gain (loss) realized on derivatives		Unrealized gain (loss) on derivatives		Total gain (loss) recognized in income		Gain (loss) realized on derivatives		Unrealized gain (loss) on derivatives		Total gain (loss) recognized in income
Soybeans	$	3,611	$	(109)	$	3,502	$	(1,247)	$	(348)	$	(1,595)
Soybean oil	(374)		146		(228)		2,500		(1,675)		825
Soybean meal	(1,860)		588		(1,272)		(74)		3,444		3,370
Total	$	1,377	$	625	$	2,002	$	1,179	$	1,421	$	2,600

Table disclosures above include the results from both continuing operations and discontinued operations. Our soybean positions are designed to hedge risk related to inventory purchases, therefore the gains and losses on soybean instruments from our operations are recorded in cost of sales in our condensed consolidated statements of operations. Our soybean oil and soybean meal positions are designed to hedge risk related to sales transactions therefore the gains and losses on soybean oil and soybean meal instruments from our operations are recorded in revenues in our condensed consolidated statements of operations.

We classify the cash effects of our derivatives within the “Cash Flows from Operating Activities” section of our condensed consolidated statements of cash flows.

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Benson Hill, Inc.

Notes to the Condensed Consolidated Financial Statements (continued)

(Unaudited)

(In Thousands, Except Per Share Data)

7. Inventories, Net

Inventories, net consist of the following:


	June 30, 2024		December 31, 2023
Raw materials and supplies	$	3,755	$	7,137
Work-in-process	4,671		3,938
Finished goods	8,400		3,785
Total inventories	$	16,826	$	14,860

Work-in-process inventory consists of seed provided to contracted seed producers and growers with which we hold a purchase option for, or are required to purchase the future harvested seeds or grains. It also includes crops under production which represent the direct costs of land preparation, seed, planting, growing, and maintenance.

8. Debt


	June 30, 2024		December 31, 2023
DDB Term Loan, due April 2029	$	15,800	$	6,256
DDB Equipment Loan, due July 2024	—		525
Convertible Notes Payable, due March 2024	—		59,310
Equipment Financing, due March 2025	293		488
Notes Payable, varying maturities through June 2026	43		64

Less: unamortized debt discount and debt issuance costs	—		(6,192)
	16,136		60,451

Less: current maturities of long-term debt	(1,900)		(55,201)
Long-term debt	$	14,236	$	5,250

Term Loan, Equipment Loan and Revolver

In April 2019, DDB entered into a credit agreement (the “2019 Credit Agreement”) comprised of a $14,000 aggregate principal amount of floating rate, five-year term loan (the “2019 DDB Term Loan”), a $3,500 floating rate, five-year loan to be used for facility expansion (the “2019 DDB Equipment Loan”), and a $6,000 floating rate revolving credit facility (the “2019 DDB Revolver”), which is renewed annually. In March 2024, the DDB Term Loan maturity date was extended to April 2026. On May 7, 2024, the 2019 Credit Agreement was amended and restated (the “2024 Credit Agreement”), providing for: (i) a revolving credit facility in the maximum aggregate amount of $6,000 bearing interest at a floating rate equal to the prime rate plus 1/4%, with accrued interest payable monthly, and with a maturity date of December 1, 2024 (the “2024 DDB Revolver”), and (ii) a term loan facility in the amount of $15,800, bearing interest at a floating rate equal to the prime rate plus 1%, with quarterly principal payments in the amount of $395 each, with accrued interest payable quarterly, and maturing on April 1, 2029 (the “2024 DDB Term Loan”).

DDB’s obligations under the 2024 Credit Agreement are secured by a limited guaranty from the Company’s direct wholly-owned subsidiary, Benson Hill Holdings, Inc. (the “Guarantor”), limited to $8,000 in guaranteed obligations. DDB’s obligations under the 2024 Credit Agreement are also secured by a first lien security interest in all of DDB’s right, title and interest in all DDB personal property assets and any proceeds of such assets, and by first priority mortgages of all of DDB’s right, title and interest in all DDB owned real property assets and improvements thereon.

The 2024 Credit Agreement contains affirmative and negative covenants, including financial covenants. The DDB financial covenants include minimum working capital, minimum tangible net worth, maximum cash flow leverage ratio, maximum fixed charge coverage ratio, maximum unfunded capital expenditures, and permitted distributions covenants. Under the permitted distributions covenant, DDB may make loans to the Guarantor not in excess of $10,000 in the aggregate at any one time outstanding. The 2024 Credit Agreement requires the Guarantor to maintain a minimum cash balance, initially $7,000 through December 31, 2025 and 50% of the term loan balance thereafter.

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Benson Hill, Inc.

Notes to the Condensed Consolidated Financial Statements (continued)

(Unaudited)

(In Thousands, Except Per Share Data)

DDB repaid and terminated the 2019 DDB Term Loan and the 2019 DDB Equipment Loan from the proceeds received from the 2024 Credit Agreement in May 2024. During the second quarter of 2024, we were in compliance with the financial covenants under the 2024 Credit Agreement.

Convertible Notes Payable

In December 2021, we entered into a financing agreement with an investment firm (the “Convertible Loan and Security Agreement”), which included a commitment by the lender to make term loans available to us in an amount of up to $100,000 with $80,000 available immediately.

We executed term notes with the lender in December 2021 in the aggregate amount of $80,000 with an initial term of 36 months payable in interest only, at the greater of (a) the prime rate of interest as published in the Wall Street Journal or (b) 3.25% per annum, plus 5.75% per annum for the first 12 months and principal and interest payments for the remaining 24 months. The term notes were secured by substantially all of our assets.

In June 2022, we amended the Convertible Loan and Security Agreement (“First Amendment”), which changed the definition of gross margin, and modified the Conversion Price and the Exercise Price. The change to the definition of gross margin removed the impact of derivative hedging gains or losses related to future periods and resulted in our achievement of the milestones required to draw on the second tranche. We drew on the full $20,000 available under the second tranche upon entering into this amendment.

In November 2022, we entered into a second amendment to the Convertible Loan and Security Agreement (“Second Amendment”), which, among other things, changed the definition of Outstanding Shares based on the updated definition of Market Cap Threshold I. Additionally, the required minimum liquidity covenant requirement was reduced from six months to four months. The amendment also increased the designated interest rate by 25 basis points.

In March 2023, we entered into a third amendment to the Convertible Loan and Security Agreement (“Third Amendment”), which, among other things, allowed the restricted cash to be counted towards the required minimum liquidity covenant calculation. In addition, the Third Amendment increased the final balloon payment by 200 basis points and reset the prime rate to be the greater of (a) the prime rate of interest as published in the Wall Street Journal or (b) 7.75% per annum.

In October 2023, we entered into a fourth amendment to the Convertible Loan and Security Agreement (the “Fourth Amendment”), which, among other things: changed the maturity date to March 1, 2024; changed the prepayment fee to be equal to 1% of any prepayment of Loans (as defined in the Convertible Loan and Security Agreement) for any prepayments made prior to January 14, 2024; increased the “final payment” from 12.70% to 17.70% of the original Commitment amount of $100,000; within one business day after closing of certain sales of our equity securities, we must pay as a prepayment the lesser of (i) 100% of the net closing proceeds or (ii) the outstanding principal of the Obligations (as defined in the Convertible Loan and Security Agreement); within one business day of the closing of certain asset sales, we must pay as a prepayment the net closing proceeds from such asset sales; within one business day of either November 15, 2023 or the closing of certain asset sales, we must pay as a prepayment the lesser of (i) all cash in the Blocked Account (as defined in the Convertible Loan and Security Agreement) or (ii) the outstanding principal and pro rata portion of fees due, the financial covenant to maintain at all times a minimum liquidity equal to or greater than four or six months will be removed effective upon the lender’s receipt of net closing proceeds from certain asset sales and all cash in the Blocked Account and following such removal, we will instead be required to maintain $20,000 of unrestricted cash at all times, and the Warrants (as defined in the Convertible Loan and Security Agreement) must be repriced based on the trailing 5-day VWAP immediately prior to the date of the Fourth Amendment.

At any time after six months and before 42 months from the closing date of the initial term loans, up to $20,000 of the principal amount of the term loans then outstanding may be converted (at the lender’s option) into shares of the Company’s common stock at a price per share (“Conversion Price”) equal to the lower of (a) $2.47; (b) in the case of any “equity purchase commitments” and/or “at-the-market” or similar transactions, which result in the realization by the Company of gross proceeds of $20,000 or more over any period of 14 consecutive trading days prior to September 30, 2022, the VWAP of the common stock on the last trading day of such 14 day period; or (c) the effective price per share of any bona fide equity offering, which closes after June 30, 2022 and prior to September 30, 2022. The conversion option is subject to: (a) the closing sales price of our common stock for each of the seven consecutive trading days immediately preceding the conversion, being greater than or

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Benson Hill, Inc.

Notes to the Condensed Consolidated Financial Statements (continued)

(Unaudited)

(In Thousands, Except Per Share Data)

equal to the conversion price; (b) the shares of our common stock issued in connection with any such conversion not exceeding 20% of the total trading volume of our common stock for the 22 consecutive trading days immediately prior to and including the effective date of the conversion; and (c) all lenders’ pro forma shares of our common stock resulting from the conversion option, when added to all lenders’ pro forma shares of our common stock resulting from the exercise of the warrants, not exceeding 2.5% of the number of shares of our common stock outstanding at the time of the conversion.

In November 2023, using the proceeds obtained from the sale of our soy processing facility in Seymour, Indiana, and other asset sales, we repaid approximately half of the outstanding obligations under the Convertible Notes Payable for an aggregate amount of $58,391.

On February 13, 2024, we repaid in full all outstanding obligations under the Convertible Loan and Security Agreement with Avenue Capital Management II, L.P. (the “Agent”), as administrative agent and collateral agent for several funds managed by the Agent (the “Lenders”) (as amended, restated, or supplemented from time to time, the “Loan Agreement”) (the “Avenue Capital Payoff”). In connection with the Avenue Capital Payoff, we paid an aggregate amount of approximately $59,000 in full payment of our outstanding obligations under the Loan Agreement and the promissory notes evidencing the obligations thereunder, including the applicable Final Payment (as such term is defined in the Loan Agreement) and expense reimbursements payable to the Agent. The Company accelerated the recognition of the unamortized debt discount and debt issuance costs of $1,638 as of the payoff date and such costs are included within Interest expense, net in the Condensed Consolidated Statement of Operations as of June 30, 2024.

Upon the Avenue Capital Payoff, the Lenders’ commitments to extend further credit to the Borrowers terminated, the Agent released and terminated all liens or security interests granted to secure the obligations under the Loan Agreement, and the parties to the Loan Agreement were released from their respective guaranties and obligations under the Loan Agreement (except for inchoate indemnity obligations). Upon the Avenue Capital Payoff, the Conversion Option (as such term is defined in the Loan Agreement) to the Convertible Notes Payable has expired. The Convertible Notes Payable Warrants remain outstanding.

Equipment Financing

In March 2022, the Company entered into a sale-leaseback transaction relating to certain of the Company’s equipment. The Company evaluated whether the transaction qualified as a sale under ASC 606 and ultimately determined that since the leases are classified as financing leases under ASC 842, the transaction did not qualify as a sale and therefore control of the equipment was not transferred. Therefore, the sale proceeds of $1,160 were recorded as a financing liability. We will make monthly payments of $33 under the financing arrangement for a term of 36 months.

9. Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consist of the following:


	June 30, 2024		December 31, 2023
Payroll and employee benefits	$	4,329	$	6,148
Insurance premiums	107		58
Professional services	1,456		3,960
Research and development	177		258
Inventory	—		514
Interest	229		161
Contract liability	6,654		8,340
Other	162		1,913
	$	13,114	$	21,352

Table of Contents

Benson Hill, Inc.

Notes to the Condensed Consolidated Financial Statements (continued)

(Unaudited)

(In Thousands, Except Per Share Data)

10. Income Taxes

Our effective federal income tax rate was 0% for the three and six months ended June 30, 2024 and 2023. Our 2024 and 2023 effective federal income tax rates differed from the statutory rate of 21% primarily due to the fact that we recorded no income tax benefit on our pretax losses as we recorded a full valuation allowance globally. The tax expense recorded relates to state and foreign taxes.

11. Comprehensive Income

Our other comprehensive income (loss) (“OCI”) consists of unrealized gains and losses on marketable debt securities classified as available for sale and foreign currency translation adjustments from our subsidiaries in Brazil and Canada.

The following table shows changes in accumulated other comprehensive income (“AOCI”) by component for the three and six months ended June 30, 2024 and 2023:


	Cumulative Foreign Currency Translation		Unrealized Gains/(Losses) on Marketable Securities		Total
Balance as of March 31, 2024	$	(398)	$	(173)	$	(571)
Other comprehensive income before reclassifications	1		64		65
Amounts reclassified from AOCI	—		9		9
Other comprehensive income	1		73		74
Balance at June 30, 2024	$	(397)	$	(100)	$	(497)

Balance at December 31, 2023	$	(385)	$	(1,284)	$	(1,669)
Other comprehensive income before reclassifications	(12)		20		8
Amounts reclassified from AOCI	—		1,164		1,164
Other comprehensive income	(12)		1,184		1,172
Balance at June 30, 2024	$	(397)	$	(100)	$	(497)

Balance as of March 31, 2023	$	(385)	$	(5,854)	$	(6,239)
Other comprehensive income (loss) before reclassifications	—		674		674
Amounts reclassified from AOCI	—		1,994		1,994
Other comprehensive income (loss)	—		2,668		2,668
Balance at June 30, 2023	$	(385)	$	(3,186)	$	(3,571)

Balance at December 31, 2022	$	(385)	$	(6,710)	$	(7,095)
Other comprehensive loss before reclassifications	—		480		480
Amounts reclassified from AOCI	—		3,044		3,044
Other comprehensive loss	—		3,524		3,524
Balance at June 30, 2023	$	(385)	$	(3,186)	$	(3,571)

Amounts reclassified from AOCI were reported within “Other (income) expense, net” on our condensed consolidated statements of operations. The Company’s accounting policy is to release the income tax effects (if applicable) from AOCI when the individual units of account are sold.

Table of Contents

Benson Hill, Inc.

Notes to the Condensed Consolidated Financial Statements (continued)

(Unaudited)

(USD and Share Amounts in Thousands)

12. Loss Per Common Share

We compute basic net income (loss) per common share using the weighted average number of common shares outstanding during the period. Diluted net income (loss) per common share is computed using the weighted average number of common shares and the effect of potentially dilutive securities outstanding during the period. Potentially dilutive securities may consist of warrants, stock options and restricted stock units. The dilutive effect of outstanding warrants, stock options and restricted stock units are reflected in diluted earnings per share by application of the treasury stock method. The weighted average share impact of warrants, stock options and restricted stock units, adjusted on a retroactive basis to reflect the Reverse Stock Split as discussed in Note 2, Summary of Significant Accounting Policies, that were excluded from the calculation of diluted shares outstanding due to us incurring a net loss for the three and six months ended June 30, 2024 and 2023 were as follows:


	Three Months Ended June 30,		Six Months Ended June 30,
	2024	2023	2024	2023
Anti-dilutive common share equivalents:
Warrants	—	—	2	—
Stock options	—	19	1	33
Restricted stock units	256	257	226	228
Total anti-dilutive common share equivalents	256	276	229	261

The following table provides the reconciliation of net loss from continuing operations attributable to common stockholders and basic and diluted loss per common share, adjusted on a retroactive basis to reflect the Reverse Stock Split as discussed in Note 2, Summary of Significant Accounting Policies, by outlining the numerators and denominators of the computations:


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Numerator:
Net loss from continuing operations	$	(17,983)	$	(36,505)	$	(44,297)	$	(43,290)
Denominator:
Weighted average common shares outstanding, basic and diluted	5,496		5,364		5,477		5,355
Net loss from continuing operations per common share, basic and diluted	$	(3.27)	$	(6.81)	$	(8.09)	$	(8.08)

13. Commitments and Contingencies

Contingencies

We accrue for costs related to contingencies when a loss is probable, and the amount is reasonably determinable. Disclosure of contingencies is included in the condensed consolidated financial statements when it is at least reasonably possible that a material loss or an additional material loss in excess of amounts already accrued may be incurred. For all contingent dispute-related matters, the accruals were $670 as of June 30, 2024 and immaterial as of December 31, 2023.

Commitments

As of June 30, 2024, we have committed to purchase from seed producers and growers at dates throughout 2024 and 2025 at fixed prices aggregating to $35,838 based on commodity futures or market prices, other payments to growers, and estimated yields per acre, of which $31,360 are due within one year. In addition to the obligations for which the price is fixed or determinable, we have committed to purchase from seed producers and growers

Benson Hill, Inc. [BHIL] Filings
Benson Hill, Inc. [BHILW] Filings
10-Q	[2024-08-08]
10-Q	[2024-05-09]
10-K	[2024-03-15]
10-Q	[2023-11-09]
10-Q	[2023-08-09]
10-Q	[2023-05-10]
10-K	[2023-03-16]
10-Q	[2022-11-14]
10-Q	[2022-08-10]
10-Q	[2022-05-16]
S-1	[2022-04-11]
10-K	[2022-03-28]
10-Q	[2021-11-15]
S-1	[2021-10-22]
S-1	[2021-09-21]
10-Q	[2021-08-10]
10-Q	[2021-05-24]
10-K	[2021-03-31]
S-1	[2020-12-18]

Benson Hill, Inc. [BHIL] Filings

Benson Hill, Inc. [BHILW] Filings