Cover
Cover | 12 Months Ended |
Dec. 31, 2021 | |
Cover [Abstract] | |
Document Type | POS AM |
Entity Registrant Name | BENSON HILL, INC. |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Central Index Key | 0001830210 |
Amendment Flag | true |
Amendment Description | This Post-Effective Amendment No. 1 (“Post-Effective Amendment No. 1”) to the Registration Statement on Form S-1 of Benson Hill, Inc. (File No. 333-260447), as originally declared effective by the Securities and Exchange Commission (the “SEC”) on November 3, 2021 (the “Registration Statement”), is being filed to update certain information in the Registration Statement in connection with the effectiveness of Benson Hill, Inc.’s Registration Statement on Form S-1 (File No. 333-264228), declared effective by the SEC on May 4, 2022, and certain other information. |
Entity Filer Category | Non-accelerated Filer |
Entity Ex Transition Period | false |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) shares in Thousands, $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 78,963 | $ 9,743 |
Marketable securities | 103,689 | 100,334 |
Accounts receivable, net | 31,729 | 14,271 |
Inventories, net | 48,724 | 13,040 |
Prepaid expenses and other current assets | 20,253 | 3,061 |
Total current assets | 283,358 | 140,449 |
Property and equipment, net | 126,885 | 31,624 |
Right of use asset, net | 77,452 | 34,117 |
Goodwill and intangible assets, net | 42,664 | 24,083 |
Other assets | 4,538 | 1,512 |
Total assets | 534,897 | 231,785 |
Current liabilities: | ||
Accounts payable | 35,508 | 16,128 |
Revolving line of credit | 47 | 0 |
Current lease liability | 2,422 | 1,627 |
Current maturities of long-term debt | 6,934 | 5,466 |
Accrued expenses and other liabilities | 26,771 | 12,315 |
Total current liabilities | 71,682 | 35,536 |
Long-term debt | 77,170 | 24,344 |
Long-term lease liability | 79,154 | 33,982 |
Warrant liabilities | 46,051 | 5,241 |
Conversion option liability | 8,783 | 0 |
Deferred tax liabilities | 294 | 0 |
Other non-current liabilities | 316 | 0 |
Total liabilities | 283,450 | 99,103 |
Stockholders' equity: | ||
Redeemable convertible preferred stock, $0.0001 par value; 1,000 and 105,922 shares authorized, 0 shares issued and outstanding as of December 31, 2021 and 2020, respectively | $ 0 | $ 0 |
Common stock, shares outstanding (in shares) | 178,089 | 108,697 |
Common stock, $0.0001 par value, 440,000 and 128,467 shares authorized, 178,089 and 108,697 shares issued and outstanding as of December 31, 2021 and 2020, respectively | $ 18 | $ 11 |
Additional paid-in capital | 533,101 | 287,318 |
Accumulated deficit | (280,569) | (154,322) |
Accumulated other comprehensive loss | (1,103) | (325) |
Total stockholders' equity | 251,447 | 132,682 |
Total liabilities and stockholders' equity | $ 534,897 | $ 231,785 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares shares in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
CONSOLIDATED BALANCE SHEETS | ||
Redeemable convertible preferred stock, par value (in usd per shares) | $ 0.0001 | $ 0.0001 |
Redeemable convertible preferred stock, shares authorized (in shares) | 1,000 | 105,922 |
Redeemable convertible preferred stock, shares, issued (in shares) | 0 | 0 |
Common stock, par value (in usd per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 440,000 | 128,467 |
Common stock, shares, issued (in shares) | 178,089 | 108,697 |
Redeemable convertible preferred stock, shares outstanding (in shares) | 0 | 0 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
CONSOLIDATED STATEMENTS OF OPERATIONS | |||
Revenues | $ 147,212 | $ 114,348 | $ 79,523 |
Cost of sales | 148,157 | 102,430 | 70,961 |
Gross (loss) profit | (945) | 11,918 | 8,562 |
Operating expenses: | |||
Research and development | 40,578 | 29,457 | 24,810 |
Selling, general and administrative expenses | 81,552 | 37,446 | 27,457 |
Impairment of goodwill | 0 | 4,832 | 0 |
Total operating expenses | 122,130 | 71,735 | 52,267 |
Loss from operations | (123,075) | (59,817) | (43,705) |
Other expense (income): | |||
Interest expense, net | 4,490 | 6,708 | 195 |
Loss on extinguishment of debt | 11,742 | 0 | 0 |
Change in fair value of warrants | (12,127) | 661 | 0 |
Other income, net | (1,164) | (75) | (9) |
Total other expense (income), net | 2,941 | 7,294 | 186 |
Net loss before income tax | (126,016) | (67,111) | (43,891) |
Income tax expense | 231 | 48 | 19 |
Net loss | $ (126,247) | $ (67,159) | $ (43,910) |
Net loss per common share: | |||
Basic loss per common share (in usd per share) | $ (1.04) | $ (0.81) | $ (0.65) |
Diluted loss per common share (in usd per share) | $ (1.04) | $ (0.81) | $ (0.65) |
Weighted average shares outstanding: | |||
Basic loss per share outstanding (in shares) | 121,838 | 83,295 | 67,707 |
Diluted loss per share outstanding (in shares) | 121,838 | 83,295 | 67,707 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS | |||
Net loss | $ (126,247) | $ (67,159) | $ (43,910) |
Foreign currency: | |||
Comprehensive income (loss) | 4 | (226) | (21) |
Marketable securities: | |||
Comprehensive income (loss) | (1,813) | (109) | 374 |
Adjustments for net (losses) income realized in net loss | 1,031 | 223 | (17) |
Other comprehensive loss | (782) | 114 | 357 |
Total other comprehensive (loss) income | (778) | (112) | 336 |
Total comprehensive loss | $ (127,025) | $ (67,271) | $ (43,574) |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) shares in Thousands, $ in Thousands | Common StockPreviously Reported | Common StockRetroactive application of recapitalization | Common StockRetirement of Series A | Common StockRetirement of Series B | Common Stock | Additional Paid-In CapitalPreviously Reported | Additional Paid-In CapitalRetroactive application of recapitalization | Additional Paid-In CapitalRetirement of Series A | Additional Paid-In CapitalRetirement of Series B | Additional Paid-In Capital | Accumulated DeficitImpact of adoption of Topic 606 | Accumulated DeficitPreviously Reported | Accumulated Deficit | Accumulated Other Comprehensive LossPreviously Reported | Accumulated Other Comprehensive Loss | Impact of adoption of Topic 606 | Previously Reported | Retroactive application of recapitalization | Retirement of Series A | Retirement of Series B | Total |
Beginning balance (in shares) at Dec. 31, 2018 | 57,571 | (57,571) | |||||||||||||||||||
Beginning balance at Dec. 31, 2018 | $ 102,006 | $ (102,006) | |||||||||||||||||||
Beginning balance (in shares) at Dec. 31, 2018 | 5,241 | 57,571 | 62,812 | ||||||||||||||||||
Beginning balance at Dec. 31, 2018 | $ 1 | $ 5 | $ 6 | $ 4 | $ 102,001 | $ 102,005 | $ (39,485) | $ (39,485) | $ (549) | $ (549) | $ (40,029) | $ 102,006 | $ 61,977 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||
Issuance of common stock upon exercise of stock options (in shares) | 226 | ||||||||||||||||||||
Issuance of common stock upon exercise of stock options | 90 | 90 | |||||||||||||||||||
Sale of redeemable convertible preferred stock, net of issuance costs (in shares) | 8,862 | ||||||||||||||||||||
Sale of redeemable convertible preferred stock, net of issuance costs | $ 1 | 32,560 | 32,561 | ||||||||||||||||||
Stock-based compensation expense | 644 | 644 | |||||||||||||||||||
Comprehensive income (loss) | (43,910) | 336 | (43,574) | ||||||||||||||||||
Ending balance (in shares) at Dec. 31, 2019 | 71,900 | ||||||||||||||||||||
Ending balance at Dec. 31, 2019 | $ 7 | 135,299 | $ 519 | (83,395) | (213) | $ 519 | 51,698 | ||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||
Issuance of common stock upon exercise of stock options (in shares) | 332 | ||||||||||||||||||||
Issuance of common stock upon exercise of stock options | 72 | 72 | |||||||||||||||||||
Sale of redeemable convertible preferred stock, net of issuance costs (in shares) | 38,412 | ||||||||||||||||||||
Sale of redeemable convertible preferred stock, net of issuance costs | $ 4 | 154,416 | 154,420 | ||||||||||||||||||
Retirement of redeemable convertible preferred stock, including deemed dividend (in shares) | (1,543) | (404) | |||||||||||||||||||
Retirement of redeemable convertible preferred stock, including deemed dividend: | $ (1,164) | $ (500) | $ (1,164) | $ (500) | |||||||||||||||||
Deemed dividend | (1,815) | (4,287) | (6,102) | ||||||||||||||||||
Stock-based compensation expense | 1,010 | 1,010 | |||||||||||||||||||
Comprehensive income (loss) | (67,159) | (112) | (67,271) | ||||||||||||||||||
Ending balance (in shares) at Dec. 31, 2020 | 108,697 | ||||||||||||||||||||
Ending balance at Dec. 31, 2020 | $ 11 | 287,318 | (154,322) | (325) | $ 132,682 | ||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||
Issuance of common stock upon exercise of stock options (in shares) | 998 | 913 | |||||||||||||||||||
Issuance of common stock upon exercise of stock options | 713 | $ 713 | |||||||||||||||||||
Merger and PIPE Shares, net of transaction costs of $36,770 (in shares) | 68,069 | ||||||||||||||||||||
Merger and PIPE Shares, net of transaction costs of $36,770 | $ 7 | 233,333 | 233,340 | ||||||||||||||||||
Conversion of warrants into common stock and issuance of equity classified warrants upon Merger (in shares) | 325 | ||||||||||||||||||||
Conversion of warrants into common stock and issuance of equity classified warrants upon Merger | 4,576 | 4,576 | |||||||||||||||||||
Stock-based compensation expense | 7,183 | 7,183 | |||||||||||||||||||
Other | (22) | (22) | |||||||||||||||||||
Comprehensive income (loss) | (126,247) | (778) | (127,025) | ||||||||||||||||||
Ending balance (in shares) at Dec. 31, 2021 | 178,089 | ||||||||||||||||||||
Ending balance at Dec. 31, 2021 | $ 18 | $ 533,101 | $ (280,569) | $ (1,103) | $ 251,447 |
CONSOLIDATED STATEMENTS OF ST_2
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY | |||
Accounting Standards Update [Extensible Enumeration] | us-gaap:AccountingStandardsUpdate201409Member | ||
Issuance costs | $ 36,770 | $ 4,668 | $ 82 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Operating activities | |||
Net loss | $ (126,247) | $ (67,159) | $ (43,910) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation and amortization | 12,817 | 7,504 | 3,790 |
Stock-based compensation expense | 7,183 | 1,010 | 644 |
Bad debt expense | 309 | 133 | 281 |
Change in fair value of warrants | (12,127) | 661 | 0 |
Amortization related to financing activities | 1,389 | 2,507 | 18 |
Loss on extinguishment of debt | 11,742 | 0 | 0 |
Impairment of goodwill | 0 | 4,832 | 0 |
Other | (65) | 364 | 48 |
Changes in operating assets and liabilities: | |||
Accounts receivable | (7,038) | 693 | (2,597) |
Inventories | (11,690) | (5,364) | (4,287) |
Prepaid expenses and other current assets | (13,149) | (30) | (1,241) |
Accounts payable | 11,293 | (1,949) | 4,291 |
Accrued expenses | 7,539 | 4,120 | 106 |
Other liabilities | 294 | 0 | (1,496) |
Net cash used in operating activities | (117,750) | (52,678) | (44,353) |
Investing activities | |||
Purchases of marketable securities | (648,923) | (208,780) | (36,348) |
Proceeds from maturities of marketable securities | 2,499 | 9,070 | 10,700 |
Proceeds from sales of marketable securities | 639,612 | 107,243 | 54,765 |
Payments for acquisitions of property and equipment | (31,490) | (9,855) | (6,841) |
Payments made in connection with business acquisitions | (116,287) | 0 | (26,822) |
Proceeds from divestitures | 0 | 1,650 | 0 |
Net cash used in investing activities | (154,589) | (100,672) | (4,546) |
Financing activities | |||
Merger transaction costs | 285,378 | 0 | 0 |
Payments for extinguishment of debt | (43,082) | 0 | 0 |
Principal payments on debt | (4,400) | (8,941) | (831) |
Proceeds from issuance of debt | 103,634 | 24,534 | 15,293 |
Borrowing under revolving line of credit | 20,954 | 25,587 | 28,518 |
Repayments under revolving line of credit | (20,907) | (27,082) | (27,023) |
Proceeds from issuance of redeemable convertible preferred stock, net of costs | 0 | 154,420 | 32,561 |
Retirement of redeemable convertible preferred stock | 0 | (7,766) | 0 |
Repayments of financing lease obligations | (703) | (121) | (60) |
Proceeds from the exercise of stock options and warrants | 681 | 72 | 89 |
Net cash provided by financing activities | 341,555 | 160,703 | 48,547 |
Effect of exchange rate changes on cash | 4 | (226) | (21) |
Net increase (decrease) in cash and cash equivalents | 69,220 | 7,127 | (373) |
Cash and cash equivalents, beginning of year | 9,743 | 2,616 | 2,989 |
Cash and cash equivalents, end of year | 78,963 | 9,743 | 2,616 |
Supplemental disclosure of cash flow information | |||
Cash paid for taxes | 53 | 0 | 5 |
Cash paid for interest | 6,591 | 4,685 | 622 |
Supplemental disclosure of non-cash activities | |||
Issuance of Notes Payable Warrants and Convertible Notes Payable Warrants | 6,663 | 4,580 | 0 |
Conversion of Notes Payable Warrants upon Merger | 4,576 | 0 | 0 |
Public Warrants and Private Placement Warrants acquired in Merger | 50,850 | 0 | 0 |
Issuance of conversion option | 8,783 | 0 | 0 |
Purchases of property and equipment included in accounts payable and accrued expenses and other current liabilities | 3,578 | 669 | 952 |
Noncash or Part Noncash Acquisition, Inventory Acquired | 1,854 | 0 | 0 |
Financing leases | $ 46,021 | $ 33,523 | $ 0 |
CONSOLIDATED STATEMENTS OF CA_2
CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
CONSOLIDATED STATEMENTS OF CASH FLOWS | |
Transaction costs | $ 34,940 |
Description of Business
Description of Business | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business | 1. Description of Business Benson Hill, Inc. and subsidiaries (collectively, “Benson Hill”, the “Company”, “we”, “us”, or “our”) are a values-driven food technology company with a vision to build a healthier and happier world by unlocking nature’s genetic diversity with our food innovation engine. Our purpose is to catalyze and broadly empower innovation from plant to plate so great tasting, more nutritious, affordable, and sustainable food choices are available to everyone. We combine cutting-edge technology with an innovative business approach to bring product innovations to customers and consumers. Our CropOS® technology platform uniquely combines data science, plant science, and food science to create innovative food, ingredient, and feed products — starting with a better seed. We are incorporated in Delaware and headquartered in St. Louis, Missouri, where the majority of our research and development activities are managed. We also process dry peas in North Dakota and supply fresh produce through packing, distribution, and growing locations in the southeastern states of the United States. Merger with Star Peak Corp II On September 29, 2021 (the “Closing Date”), Star Peak Corp II (“STPC”), a special purpose acquisition company, consummated a merger (the “Closing”) pursuant to that certain Agreement and Plan of Merger, dated May 8, 2021 (the “Merger Agreement”), by and among STPC, STPC Merger Sub Corp., a Delaware corporation and wholly-owned subsidiary of STPC (“Merger Sub”), and Benson Hill, Inc., a Delaware corporation (“Legacy Benson Hill”). Pursuant to the terms of the Merger Agreement, a business combination between STPC and Legacy Benson Hill was effected through the merger of Merger Sub with and into Legacy Benson Hill, with Legacy Benson Hill surviving the transaction as a wholly-owned subsidiary of STPC (the “Merger”). On the Closing Date, STPC changed its name to Benson Hill, Inc (“New Benson Hill”) and Legacy Benson Hill changed its name to Benson Hill Holdings, Inc. The Merger was accounted for as a reverse recapitalization (the “Reverse Recapitalization”) in accordance with U.S. generally accepted accounting principles (“U.S. GAAP” or “GAAP”). Under this method of accounting, STPC is treated as the “acquired” company and Legacy Benson Hill is treated as the acquirer for financial reporting purposes. The Reverse Recapitalization was treated as the equivalent of Legacy Benson Hill issuing stock for the net assets of STPC, accompanied by a recapitalization. The net assets of STPC are stated at historical cost, with no goodwill or other intangible assets recorded. This accounting treatment determination was primarily based on the following: ● Legacy Benson Hill’s existing stockholders hold the majority of voting rights in New Benson Hill and are the largest single voting interest block in New Benson Hill; ● Legacy Benson Hill’s senior management comprises all of the senior management of New Benson Hill; ● The directors nominated by Legacy Benson Hill represent the majority of the directors on the board of directors of New Benson Hill; and ● Legacy Benson Hill’s operations comprise the ongoing operations of New Benson Hill. The consolidated assets, liabilities and results of operations prior to the Reverse Recapitalization are those of Legacy Benson Hill. The shares and corresponding capital amounts and losses per share, prior to the Merger, have been retroactively restated based on shares reflecting the exchange ratio established in the Merger. Activity within the Consolidated Statements of Stockholders’ Equity for the issuance and repurchases of Legacy Benson Hill redeemable convertible preferred stock (the “Legacy Benson Hill Preferred Stock”) was also retroactively converted to Legacy Benson Hill common stock (the “Legacy Benson Hill Common Stock”). Liquidity and Going Concern The accompanying consolidated financial statements have been prepared in conformity with U.S. GAAP and Securities and Exchange Commission regulations, assuming the Company will continue as a going concern. For the year ended December 31, 2021, the Company incurred a net loss of $126,247, had negative cash flows from operating activities of $117,750 and capital expenditures of $31,490. Furthermore, as of December 31, 2021, the Company had an accumulated deficit of $280,569 and term debt and notes payable of $84,104, which are subject to repayment terms and covenants further described in Note 13–Debt. The Company has incurred significant losses since inception primarily to fund investment into technology and costs associated with early-stage commercialization of products. As of December 31, 2021, the Company had cash and cash equivalents of $78,963 and marketable securities of $103,689, but will require additional financing prior to becoming profitable. As described further in Note 23—Subsequent Events, in March 2022 the Company entered into subscription agreements with a number of investors which resulted in proceeds, net of issuance costs, of approximately $81.1 million. The subscription agreements include a put right that would allow the investors to put their shares and warrants to the Company on or before April 2, 2022 if the Company does not file its 10-K, with specific disclosure provisions, on or before March 30, 2022. The filing of this form 10-K prior to that deadline terminated the investors’ put right. As a result of these items, the Company believes that its cash and marketable securities position, which were $182,652 on a combined basis as of December 31, 2021, along with the proceeds received in March 2022, is sufficient to meet capital and liquidity requirements for at least the next 12 months after the date that the financial statements are available to be issued. The Company’s business prospects are subject to risks, expenses, and uncertainties frequently encountered by companies in the early stages of commercial operations. As of December 31, 2021 the Company has multiple debt instruments (see Note 13 — Debt), including term loans, notes payable and a revolving line of credit, certain of which require adherence to financial covenants, including maintaining minimum liquidity and maintenance of a minimum cash balance. If the Company breaches these covenants, the holder of the debt may declare all amounts immediately due and payable. If the covenants are breached, the Company plans to attempt to secure a waiver of the covenants or an amendment that modifies the covenants but there are no assurances that the Company will be able to comply with its future covenants without such a waiver or that the Company will be successful in obtaining a waiver or an amendment during 2022. The attainment of profitable operations is also dependent upon future events, including obtaining adequate financing to complete and commercialize the Company’s research and development activities, obtaining adequate grower relationships, building its customer base, successfully executing its business and marketing strategy, and hiring appropriate personnel. Failure to generate sufficient revenues, achieve planned gross margins and operating profitability, control operating costs, maintain existing debt arrangements or secure additional funding may require the Company to modify, delay, or abandon some of its planned future expansion or development, or to otherwise enact operating cost reductions available to management, which could have a material adverse effect on the Company’s business, operating results, financial condition, and ability to achieve its intended business objectives. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation and Principles of Consolidation The consolidated financial statements include the accounts of the Company and our wholly owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. The Company prepares its consolidated financial statements in conformity with U.S. GAAP and Securities and Exchange Commission regulations. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. 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 audited consolidated financial statements and the accompanying notes. All dollar and share amounts are in thousands, except per share amounts, unless otherwise noted. Share and per share amounts are presented on a post-conversion basis for all periods presented, unless otherwise specified. Emerging Growth Company and Smaller Reporting 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 June 30, 2022 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 $1.07 billion, (c) the date on which we are deemed to be a “large accelerated filer” under the rules of the SEC 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. We are also a “smaller reporting company” as defined in the Exchange Act. We may continue to be a smaller reporting company even after we are no longer an emerging growth company. We may take advantage of certain of the scaled disclosures available to smaller reporting companies and will be able to take advantage of these scaled disclosures for so long as the market value of our voting and non-voting Common Stock held by non-affiliates is less than $250.0 million measured on the last business day of our second fiscal quarter, or our annual revenue is less than $100.0 million during the most recently completed fiscal year and the market value of our voting and non-voting Common Stock held by non-affiliates is less than $700.0 million measured on the last business day of our second fiscal quarter. Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in its 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 liability. Prior to the Merger, the fair value of the Company’s Common Stock was determined using valuation methodologies in accordance with the framework of the American Institute of Certified Public Accountants Technical Practice Aid, Valuation of Privately-Held Company Equity Securities Issued as Compensation or sale of the Company. Significant changes to the key assumptions used in the valuations could result in different fair values of common stock and other equity instruments at each valuation date. Cash and Cash Equivalents We consider all short-term, highly liquid investments with maturities of 90 days or less at acquisition date to be cash equivalents. Marketable Securities We classify our investment securities as available-for-sale on the date of purchase. The securities are recorded at their fair value with the unrealized gains and losses, net of tax effect, recorded in other comprehensive income and loss. Realized gains and losses affect income, including the release of previously unrealized gains and losses from other comprehensive income and loss. Premiums and discounts are amortized on the straight-line method. Gains and losses on the sale of securities are determined using the specific-identification method. Accounts Receivable Accounts receivable represent amounts owed to us from the sale of harvested produce and grain, soybean meal, soybean oil, soybean flakes, soybean flour, royalties, and licensing of proprietary technology. The carrying value of our receivables represent estimated net realizable values. We generally do not require collateral and estimate any required allowance for doubtful accounts based on historical collection trends, the age of outstanding receivables, and existing economic conditions. If events or changes in circumstances indicate that specific receivable balances may be impaired, further consideration is given to the collectability of those balances and the allowance is recorded accordingly. Past-due receivable balances are written off when the Company’s internal collection efforts have been unsuccessful in collecting the amounts due. The Company had amounts reserved for doubtful accounts as of December 31, 2021 and 2020, of $414 and $177, respectively. Derivatives The Company uses exchange-traded futures to manage price risk of fluctuating Chicago Board of Trade (“CBOT”) prices related to forecasted purchases and sales of soybean and soybean related products in the normal course of business. The Company has master netting agreements with its 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. Further, all of the Company’s derivative contracts are centrally cleared and therefore are cash-settled on a daily basis which results in the derivative contracts having a fair value that approximates zero on a daily basis. The accounting for changes in the fair value (i.e., gains or losses) of a derivative instrument depends on whether it has been designated and qualifies as part of a hedging relationship and on the type of hedging relationship. All of the Company’s derivatives have not been designated as hedging instruments, and as such, changes in fair value of these derivatives are recognized in earnings immediately. The Company’s soybean positions are designed to hedge risk related to inventory purchases therefore the gains and losses on soybean instruments are recorded in cost of sales in the consolidated statements of operations. The Company’s meal and oil positions are designed to hedge risk related to sales transactions therefore the gains and losses on meal and oil instruments are recorded in revenues in the consolidated statements of operations. The Company classifies the cash effects of its derivatives within the “Cash Flows From Operating Activities” section of the consolidated statements of cash flows. Inventories Inventories, primarily comprised of dry beans, seeds, grain, soybean meal, soybean oil, soybean flakes, soybean flour, fresh produce, and related packaging materials, are recorded at the lower of cost or net realizable value with cost determined on the first-in, first-out basis. Work in process inventory includes direct costs for land preparation, seed, planting, growing, and maintenance as well as 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 grain. We evaluate inventory balances for obsolescence on a regular basis based on the age of the inventory and our sales forecasts. We also determine the net realizable value of our inventory balances using projected selling prices for our products, market prices for the underlying agricultural markets, the age of products, our anticipated costs, and other factors, and compare those prices with the current weighted average costs of our inventories. If our costs are higher than the net realizable value, a valuation adjustment is recorded. Certain seed costs associated with products not yet commercialized are expensed to research and development. Property and Equipment Property and equipment are stated at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful life of the respective assets. Leasehold improvements are depreciated over the shorter of their useful life or remaining term of the lease. Expenses for repairs and maintenance are expensed as incurred, and upon retirement or sale, the cost and related accumulated depreciation of the disposed assets are removed from the accounts and any resulting gain or loss is recognized in the consolidated statement of operations and comprehensive loss. Depreciation expense has been calculated using the following estimated useful lives: Furniture and fixtures 5-7 years Machinery, field and laboratory equipment 5-15 years Computer equipment 3-5 years Vehicles 3-7 years Buildings and building improvements 5-20 years Long-lived assets are reviewed for impairment whenever, in management’s judgement, conditions indicate a possible loss. Such impairment tests compare estimated undiscounted cash flows with the carrying value of the asset. If an impairment is indicated, the asset is written down to its fair value. The Company did not record any property or equipment impairments for the year ended December 31, 2021 or 2020. Spare Parts The Company maintains an inventory of spare parts at its processing plants for repairs and maintenance in the normal course of operations to minimize downtime. The spare parts are recorded at cost and assessed for obsolescence. As the spare parts are primarily composed of critical spares which generally do not turn within 12 months the Company classifies spare parts as a non-current asset and presents them in other assets. As of December 31, 2021 the Company had spare parts of $2,000. The Company did not maintain a spare parts inventory as of December 31, 2020. Leases The Company, at the inception of the contract, determines whether a contract is or contains a lease. For leases with terms greater than 12 months, the Company records the related operating or finance right of use asset and lease liability at the present value of lease payments over the lease term. Renewal options are not included in the measurement of the right of use assets and lease liabilities unless the Company is reasonably certain to exercise the optional renewal periods. Some leases also include early termination options, which can be exercised under specific conditions. Additionally, certain leases contain incentives, such as construction allowances from landlords. These incentives reduce the right-of-use asset related to the lease. Some of the Company’s leases contain rent escalations over the lease term. The Company recognizes expense for operating leases on a straight-line basis over the lease term. The Company recognizes interest expense and depreciation expense for finance leases. Depreciation expense for assets held under finance leases is computed using the straight-line method over the lease term or useful life for leases that contain a transfer of title or reasonably certain purchase option. Our lease agreements contain variable lease payments for increases in rental payment as a result of indexation, common area maintenance, utility, and maintenance charges. The Company has elected the practical expedient to combine lease and non-lease components for all asset categories. Therefore, the lease payments used to measure the lease liability for these leases include fixed minimum rentals along with fixed non lease component charges. The Company does not have significant residual value guarantees or restrictive covenants in the lease portfolio. Most of the Company’s leases do not provide a readily available implicit interest rate. Therefore, the Company estimates the incremental borrowing discount rate based on information available at lease commencement. The incremental borrowing rate represents an estimate of the market interest rate the Company would incur at lease commencement to borrow an amount equal to the lease payments on a collateralized basis over the term of a lease. 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 year ended December 31, 2021, the Company evaluated goodwill for impairment using a quantitative assessment for all reporting units concluding that goodwill was not impaired. During the year ended December 31, 2020, the Company used a qualitative assessment for one reporting unit and a quantitative assessment for all other reporting units resulting in a goodwill impairment charge of $4,832. During the year ended December 31, 2019, the Company evaluated goodwill for impairment using a qualitative assessment for all reporting units concluding it was not more likely than not that goodwill was impaired. Intangible assets consist primarily of customer relationships, trade names, employment agreements, technology licenses, developed or acquired technology, and in-process research and development (“IPRD”). 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. IPRD, consisting of seed germplasm, is considered an indefinite-lived intangible asset until the abandonment or completion of the associated research and development efforts. If abandoned, or our projections regarding the costs to complete the research and future revenues and cash flows require adverse revisions, the assets would be impaired. If the activities are completed, a determination is made regarding the useful lives of such assets and methods of amortization. During the year ended December 31, 2021 the associated research and development efforts were completed and the IPRD asset was moved to a definite lived intangible asset and renamed developed technology. Similar to goodwill, indefinite lived intangible assets are subject to an annual impairment test as of December 1, unless events indicate an interim test is required. During the year ended December 31, 2020, the Company evaluated IPRD for impairment using a qualitative assessment and concluded it was not more likely than not that impairment existed. In conjunction with business acquisitions, we obtain trade names and permits, enter into employment agreements, and gain access to the 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. Employment agreements are being amortized over the contractual period, which is 2 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 judgement, 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 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 the consolidated statement of operations and comprehensive loss. The Company did not record any definite lived intangible asset impairments for the years ended December 31, 2021, 2020 or 2019. Debt Issuance Costs The Company capitalizes costs incurred in connection with new borrowings, the establishment or enhancement of credit facilities and the issuance of debt securities. These costs are amortized as an adjustment to interest expense over the life of the borrowing or term of the credit facility using the effective interest method. Debt issuance costs related to a recognized liability are presented in the balance sheet as a direct reduction from the carrying amount of that liability. The unamortized balance of deferred financing costs shown as a reduction from the carrying amount of the liability was $1,231 and $553 as of December 31, 2021 and 2020, respectively. Amortization of debt issuance costs was $206, $228 and $18 for the years ended December 31, 2021, 2020 and 2019, respectively. Warrant Liabilities We account for our Private Placement Warrants, Public Warrants, Notes Payable Warrants, and Convertible Notes Payable Warrants as derivative warrant liabilities in accordance with ASC 815 with the exception of the Notes Payable Warrants issued in connection with the Merger which qualify for equity treatment. Accordingly, we recognize the warrant instruments as liabilities at fair value and adjust the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the change in fair value of warrants in the consolidated statements of operations. The fair value of the Public Warrants is measured based on the closing price of the warrant traded on the NYSE while the Private Placement Warrants and Convertible Notes Payable Warrants issued are estimated at each measurement date using a Black-Scholes option pricing model, Monte Carlo simulation, or the closing price of the Company’s common stock for the Notes Payable Warrants which the holder has the ability to exercise at no cost upon expiration. Conversion Option Liability We account for the conversion option on our convertible term loans as a derivative liability in accordance with ASC 815 and therefore recognize the conversion option at fair value and adjust the liability to fair value at each reporting period. The liability is subject to re-measurement at each balance sheet date until exercised or expired, and any change in fair value is recognized in the consolidated statements of operations. The fair value of the conversion option is measured based on a Monte Carlo simulation. Redeemable Convertible Preferred Stock Prior to the Merger, the Company recorded shares of redeemable convertible preferred stock at their respective fair values on the dates of issuance, net of issuance costs. The Company applied the guidance in ASC 480-10-S99-3A, Accounting for Redeemable Equity Instruments All redeemable convertible preferred stock previously classified as temporary equity was retroactively adjusted and reclassified to permanent equity as a result of the Merger. As a result of the Merger, each share of Legacy Benson Hill Preferred Stock that was then issued and outstanding was automatically converted into Legacy Benson Hill Common Stock, such that each converted share of Legacy Benson Hill Preferred Stock was no longer outstanding and ceased to exist. Each share of Legacy Benson Hill Common Stock, including the Legacy Benson Hill Common Stock issued upon conversion of Legacy Benson Hill Preferred Stock, was converted into and exchanged for 1.0754 (“the Exchange Ratio”) shares of New Benson Hill common stock (“New Benson Hill Common Stock”). The Exchange Ratio was established pursuant to the terms of the Merger Agreement. During the years ended December 31, 2021, 2020 and 2019, Legacy Benson Hill issued shares of Legacy Benson Hill Preferred Stock to new and existing investors for net proceeds of $0, $154,420 and $32,561, respectively. Fair Value 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. Fair value is defined as the exchange price that would be received for an asset or an exit price that would be paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. 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. There were no transfers between Level 1, Level 2, or Level 3 of the fair value hierarchy during the periods presented. Revenue Recognition The policies described below represent the Company’s policies under ASC 605 and ASC 606 as there were not material changes to the Company’s policies as a result of the adoption on January 1, 2020 with the exception of any changes explicitly outlined. Product Sales We recognize revenue on a gross basis for product sales, consisting primarily of harvested produce, processed yellow pea, barley, soybeans, soybean meal, soybean oil, soybean flakes and soybean flour, at the point in time when obligations under the terms of a contract with the customer are satisfied. This generally occurs at the time of transfer of control of the product. In reaching this conclusion, the Company considers several control indicators of the timing of the transfer of control, including significant risks and rewards of ownership, physical possession, and the Company’s right to receive payment. Shipping and handling costs related to contracts with customers for product sales are accounted for as a fulfillment activity and not as a separate performance obligation to customers. In addition to selling our own farmed produce, we enter into consignment arrangements with produce growers and packers located outside of the U.S. and growers of certain perishable products in the U.S. Within these arrangements, the Company is acting as an agent and earns a stated commission and as such revenue is reported on a net basis representing the commissions earned in the Company’s consolidated statement of operations. For certain of these transactions, the Company is responsible for shipping and handling activities. When that is the case, revenue is recognized for those services as performed. Sales, use, value-added, and other excise taxes are excluded from the measurement of the transaction price. We generally do not allow a right of return. The Company’s disaggregated revenue is fully disclosed as revenues by reporting segment (See Note 22—Segment Information for additional information). Research and Development Expenses Research and development expenses consist of the costs of performing activities to discover and develop products and to advance our intellectual property. These costs consist primarily of employee-related expenses for personnel who research and develop our products, fees for contractors who support product development and breeding activities, expenses for trait validation, greenhouse and field trial expenses, purchasing materials and supplies for our laboratories, licensing, information technology expenses, and other costs associated with operating our own laboratories. Reimbursements of research and development costs from governmental or other third-party grants are recognized as a reduction of research and development expense. For the years ended December 31, 2021, 2020 and 2019, the Company received grant reimbursement of $479, $1,016 and $1,142, respectively. Patents We expense patent costs, including related legal costs, as incurred. Costs to maintain, in-license, and defend patents are recorded as selling, general and administrative expenses on the statements of operations and comprehensive loss. Costs to write and support the research for filing patents are recorded as research and development expenses on the statements of operations and comprehensive loss. Stock-Based Compensation We measure all stock options and restricted stock units (“RSUs”) granted to employees and directors based on the fair value on the date of the grant and recognize compensation expense of those awards over the requisite service period, which is generally the vesting period of the respective awards or the derived service period for awards with market performance vesting conditions. We recognize forfeitures of awards as they occur. We classify stock-based compensation expense in our consolidated statement of operations and comprehensive loss as research and development and selling, general and administrative expenses as this is consistent with the manner in which the award recipient’s payroll costs are classified. Stock Options The fair value of each stock option grant is estimated on the date of grant using the Black-Scholes option-pricing model. As we recently became a public company and do not have a meaningful trading history for our common stock, we estimate our expected stock volatility based on the historical volatilities of the common stock of comparable publicly traded companies and expect to continue to do so until such time as we have adequate historical data regarding the volatility of our own common stock. The expected term of our stock options has been determined utilizing the “simplified” method for awards that qualify as “plain-vanilla” options. The risk-free interest rate is determined by reference to the U.S. Treasury yield curve in effect at the time of grant of the award from a time period approximately equal to the expected term of the award. Expected dividend yield is zero based on the fact that we have never paid cash dividends and do not expect to pay any cash dividends in the foreseeable future. Restricted Stock Units The fair value of restricted stock units (“RSUs”) with only service-based vesting conditions are estimated on the date of grant based on the closing price of the Company’s common stock while the fair value of RSUs with service-based and market performance vesting conditions are estimated on the date of grant using a Monte Carlo simulation. As we recently became a public company and do not have a meaningful trading history for our common stock, we estimate our expected stock volatility based on the historical volatilities of the common stock of comparable publicly traded companies and expect to continue to do so until such time as we have adequate historical data regarding the volatility of our own common stock. The risk-free interest rate is determined by reference to the U.S. Treasury yield curve in effect at the time of grant of the award from a time period approximately equal to the expected term of the award. Expected dividend yield is zero based on the fact that we have never paid cash dividends and do not expect to pay any cash dividends in the foreseeable future. Income Taxes Income taxes are accounted for using the asset and liability method. Under this method, deferred tax assets and liabilities are determined based on temporary differences between the financial statement basis and tax basis of assets and liabilities and net operating loss and credit carryforwards using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are established when it is more likely than not that some portion of the deferred tax assets will not be realized. When uncertain tax positions exist, the Company recognizes the tax benefit of tax positions to the extent that some or all of the benefit will more likely than not be realized. The determination as to whether the tax benefit will more likely than not be realized is based upon the technical merits of the tax position, as well as consideration of the available facts and circumstances. Forward Purchase and Sales Contracts We enter into seed and grain production agreements (“Forward Purchase Contracts”) with seed producers and growers. The seed and grower contracts often require us to pay prices for the seed a |
Business Combinations
Business Combinations | 12 Months Ended |
Dec. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Business Combinations | 3. Business Combinations Merger with Star Peak Corp II As discussed in Note 1, on September 29, 2021, STPC completed the business combination with Legacy Benson Hill through the Merger, with Legacy Benson Hill surviving the Merger as a wholly-owned subsidiary of STPC. At the effective time of the Merger (the “Effective Time”), each outstanding share of Legacy Benson Hill Common Stock, par value $0.001 per share, including Legacy Benson Hill Common Stock held by prior owners of Legacy Benson Hill Preferred Stock (in each case, other than shares owned by Legacy Benson Hill as treasury stock, dissenting shares and restricted shares) was canceled and converted into the right to receive the number of shares of New Benson Hill Common Stock, par value $0.0001 per share, in a ratio equal to 1.0754. In addition, as of the Effective Time, each stock option to purchase shares of Legacy Benson Hill Common Stock (each, a “Legacy Benson Hill Option”), whether vested or unvested, and each warrant issued by Legacy Benson Hill to purchase Legacy Benson Hill Common Stock and/or Legacy Benson Hill Preferred Stock (each, a “Legacy Benson Hill Warrant”) that was outstanding immediately prior to the Effective Time was, by virtue of the occurrence of the Effective Time and without any action on the part of Legacy Benson Hill, STPC or any holder of Legacy Benson Hill equity thereof, assumed and converted into a New Benson Hill Option or a New Benson Hill Warrant. Each Legacy Benson Hill Option was converted into an option to purchase a number of shares of New Benson Hill Common Stock equal to the number of shares of Legacy Benson Hill Common Stock subject to such Legacy Benson Hill Option immediately prior to the Effective Time multiplied by 1.0754 (rounded down to the nearest whole share) and at an exercise price per share of New Benson Hill Common Stock equal to the exercise price per share of Legacy Benson Hill Common Stock subject to such Legacy Benson Hill Option divided by 1.0754 (rounded up to the nearest whole cent) (each, a “New Benson Hill Option”). Each Legacy Benson Hill Warrant was converted into a warrant to purchase a number of shares of New Benson Hill Common Stock equal to the number of shares of Legacy Benson Hill Common Stock subject to such Legacy Benson Hill Warrant immediately prior to the Effective Time multiplied by 1.0754 (rounded down to the nearest whole share) and at an exercise price per share of New Benson Hill Common Stock equal to the exercise price per share of Legacy Benson Hill Common Stock and/or Legacy Benson Hill Preferred Stock subject to such Legacy Benson Hill Warrant divided by 1.0754 (rounded up to the nearest whole cent). In connection with the execution of the Merger Agreement, STPC entered into separate subscription agreements (each, a “Subscription Agreement”) with a number of investors (each a “Subscriber”), pursuant to which the Subscribers agreed to purchase, and STPC agreed to sell to the Subscribers, an aggregate of 22,500 shares of common stock (the “PIPE Shares”), for a purchase price of $10 per share and an aggregate purchase price of $225.0 million, in a private placement pursuant to the subscription agreements (the “PIPE”). The PIPE investment closed simultaneously with the consummation of the Merger. Prior to the Merger, STPC had outstanding 10,063 Public Warrants (the “Public Warrants”), which were listed on the New York Stock Exchange under the symbol “STPC WS”, and 6,553 Private Placement Warrants (the “Private Placement Warrants”). Upon the closing of the Merger, the Public Warrants became listed on the New York Stock Exchange under the symbol “BHIL WS.” The Warrants remain subject to the same terms and conditions as prior to the Merger. Upon the closing of the Merger, the Company’s certificate of incorporation was amended and restated to, among other things, increase the total number of authorized shares of all classes of capital stock to 441,000 shares, of which 440,000 shares were designated common stock, $0.0001 par value per share, and 1,000 shares designated preferred Stock, $0.0001 par value per share. Upon consummation of the Merger and the closing of the PIPE, the most significant change in Benson Hill’s financial position and results of operations was a total net increase in cash and cash equivalents of approximately $273.7 million, including $225.0 million in gross proceeds from the PIPE. Recapitalization Cash—STPC trust and working capital cash $ 95,318 Cash—PIPE Financing 225,000 Non-cash net assets assumed from STPC 642 Less: fair value of assumed common stock Public Warrants and Private Placement Warrants (50,850) Less: transaction costs allocated to equity (36,770) Net impact on total stockholders’ equity $ 233,340 Less: cash payments for transaction costs at Closing (34,940) Less: non-cash net assets assumed from STPC (642) Add: transaction costs allocated to equity 36,770 Add: fair value of assumed common stock Public Warrants and Private Placement Warrants 50,850 Net impact on net cash provided by financing activities $ 285,378 Less: transaction costs included in net cash used in operating activities (a) (11,693) Total net increase in cash and cash equivalents $ 273,685 (a) Including transaction costs in the amount of $3,926 allocated to the Public Warrants and Private Placement Warrants which were expensed. Acquisition of Soy Processing Facilities ZFS Creston On December 30, 2021, we completed the acquisition of a soybean processing facility and related assets from ZFS Creston, LLC, an Indiana corporation (“ZFS Creston”) for aggregate cash consideration of $102,065 subject to adjustments set forth in the membership interest purchase agreement for cash, debt and working capital. The soybean processing facility will process the Company’s proprietary soybean varieties for distribution to end customers. The acquisition of the food grade white flake and soy flour manufacturing facility was accounted for as a business combination, and accordingly, the acquired assets and liabilities were recorded at their preliminary estimated fair value, as presented below: Estimated Fair Value at December 30, 2021 Assets: Cash and cash equivalents $ 56 Accounts receivable 10,729 Inventories 18,209 Prepaid expenses and other current assets 3,627 Property and equipment 60,000 Right of use asset 853 Other assets 2,000 Identified intangible assets 11,000 Goodwill 6,045 Total assets acquired $ 112,519 Liabilities: Accounts payable 4,661 Lease liability 853 Accrued expenses and other liabilities 4,940 Total liabilities assumed $ 10,454 Total purchase price $ 102,065 The fair values of the assets acquired and liabilities assumed are based on a preliminary estimate, which is subject to change within the measurement period. Given the timing of the acquisition, the Company utilized a benchmarking approach based on the Company’s prior acquisitions and similar industry acquisitions to determine the preliminary fair values for property and equipment and identified intangible assets. Upon completion of the final fair value assessment, the fair values of the assets acquired, liabilities assumed and resulting goodwill may differ materially from the preliminary assessment. Any changes to the initial estimates of the fair value of the assets acquired and liabilities assumed will be recorded to those assets and liabilities and residual amounts will be allocated to goodwill. Goodwill largely consists of expected growth synergies through the continued vertical integration of the Company within our Ingredients segment. Based on the preliminary valuation analysis, the identified intangible assets consist of customer relationships of $5,500, trade name of $2,000, acquired technology of $3,000 and permits of $500, respectively. The identified intangible assets are amortized using the straight-line method over their preliminary estimated useful lives of 15 years for customer relationships and acquired technology 10 years for trade name and permits. Effective December 30, 2021, results from the operations of the soybean processing facility will be included in our consolidated statements of operations and comprehensive loss and incorporated in our Ingredients reporting unit and segment. Given the timing of the acquisition, no revenue or expenses were included in the consolidated statement of operations and comprehensive loss for the year ended December 31, 2021. The unaudited pro forma impact on operating results, as if the acquisition had been completed as of the beginning of 2021, would have resulted in reported revenues and a net loss of $276,877 and $145,038, respectively. For purposes of the pro forma disclosures, the Company adjusted for $2,078 of costs attributable to the acquisition. The unaudited pro forma impact on operating results, as if the acquisition had been completed as of the beginning of 2020, would have resulted in reported revenues and a net loss of $216,082 and $84,805, respectively. The unaudited pro forma impact on operating results, as if the acquisition had been completed as of the beginning of 2019, would have resulted in reported revenues and a net loss of $166,777 and $40,573, respectively. The unaudited pro forma financial information is presented for informational purposes only and does not purport to represent what the results of operations would have been had the Company completed the acquisition on the date assumed, nor is it necessarily indicative of the results of operations that may be expected in future periods. In conjunction with the acquisition we incurred $2,078 of acquisition-related costs, including legal and accounting fees. These costs were recorded in selling, general, and administrative expenses in the consolidated statement of operations for the year ended December 31, 2021. Rose Acre Farms On September 17, 2021, we completed the acquisition of a soybean processing facility and related assets from Rose Acre Farms, Inc., an Indiana corporation (“Rose Acre Farms”) for cash consideration of $14,567 and entered into a long-term ground lease for the real estate upon which such soybean processing facility is located. The soybean processing facility will process the Company’s proprietary soybean varieties for distribution to end customers. The acquisition of the soybean processing facility was accounted for as a business combination, and accordingly, the acquired assets and liabilities were recorded at their estimated fair value, as presented below: Fair Value at September 17, 2021 Assets: Inventories $ 3,932 Property and equipment 7,875 Right of use asset 785 Identified intangible assets 380 Goodwill 2,380 Total assets acquired $ 15,352 Liabilities: Accounts payable — Lease liability 785 Accrued expenses and other liabilities — Total liabilities assumed $ 785 Total purchase price $ 14,567 Goodwill largely consists of expected growth synergies through the vertical integration of the Company within our Ingredients segment. Identified intangible assets consist of permits of $380 which will be amortized using the straight-line method over the estimated useful life of 10 years. Effective September 17, 2021, results from the operations of the soybean processing facility have been included in our consolidated statements of operations and comprehensive loss and incorporated in our Ingredients reporting unit and segment. For the year ended December 31, 2021, $17,031 of revenue was included in the consolidated statement of operations and comprehensive loss. The unaudited pro forma impact on operating results, as if the acquisition had been completed as of the beginning of 2021, would have resulted in reported revenues and a net loss of $163,915 and $125,660, respectively. For purposes of the pro forma disclosures, the pro forma adjustments primarily include $361 of costs attributable to the acquisition and amortization of acquired intangibles of $13. The unaudited pro forma impact on operating results, as if the acquisition had been completed as of the beginning of 2020, would have resulted in reported revenues and a net loss of $195,083 and $70,352, respectively. The unaudited pro forma impact on operating results, as if the acquisition had been completed as of the beginning of 2019, would have resulted in reported revenues and a net loss of $168,481 and $42,075, respectively. The unaudited pro forma financial information is presented for informational purposes only and does not purport to represent what the results of operations would have been had the Company completed the acquisition on the date assumed, nor is it necessarily indicative of the results of operations that may be expected in future periods. In conjunction with the acquisition we incurred $361 of acquisition-related costs, including legal and accounting fees. These costs were recorded in selling, general, and administrative expenses in the consolidated statements of operations for the year ended December 31, 2021. Acquisition of J&J Produce, Inc. On May 31, 2019, the Company completed the acquisition of J&J Produce, Inc. and J&J Southern Farms, Inc. (collectively, J&J) for total cash consideration of $14,258. J&J is a producer and distributor of farmed products, including fruits and vegetables. The acquisition of J&J was accounted for as a business combination, and accordingly, the acquired assets and liabilities were recorded at their estimated fair value, as presented below: Fair Value at May 31, 2019 Assets: Accounts receivable $ 7,827 Inventories 1,814 Prepaid expenses and other current assets 612 Property and equipment 4,033 Right of use asset 1,345 Identified intangible assets 8,950 Goodwill 1,878 Total assets acquired $ 26,459 Liabilities: Accounts payable 8,294 Lease liability 1,345 Accrued expenses and other liabilities 2,562 Total liabilities assumed $ 12,201 Total purchase price $ 14,258 Goodwill largely consists of expected growth synergies through the commercialization of the Company’s innovative technologies and expansion of distribution channels. Identified intangible assets consist of customer relationships and trade name of $7,310 and $1,640, respectively. Effective May 31, 2019, results from the operations of J&J have been included in our consolidated statement of operations and comprehensive loss and incorporated in our Fresh reporting unit. For the year ended December 31, 2019, $28,573 of revenue was included in the consolidated statement of operations and comprehensive loss. The unaudited pro forma impact on operating results, as if the acquisition had been completed as of the beginning of 2019, would have resulted in reported revenues and a net loss of $109,937 and $40,786, respectively. For purposes of the pro forma disclosures, the pro forma adjustments primarily include $1,343 of costs attributable to the acquisition and amortization of acquired intangibles of $348. The unaudited pro forma financial information is presented for informational purposes only and does not purport to represent what the results of operations would have been had the Company completed the acquisition on the date assumed, nor is it necessarily indicative of the results of operations that may be expected in future periods. Acquisition of SGI Genetics, Inc. On February 7, 2019, we completed the acquisition of certain assets and the assumption of certain liabilities of SGI Genetics, Inc. and Schillinger Genetics, Inc. (collectively, SGI) for total cash consideration of $13,814. The acquisition of SGI was accounted for as a business combination, and accordingly, the acquired assets and liabilities were recorded at their estimated fair value, as presented below: Fair Value at February 7, 2019 Assets: Accounts receivable $ 247 Inventories 70 Property and equipment 785 Right of use asset 33 IPRD 4,710 Goodwill 9,260 Total assets acquired $ 15,105 Liabilities: Accounts payable 1,047 Lease liability 33 Deferred revenue 211 Total liabilities assumed $ 1,291 Total purchase price $ 13,814 IPRD assets, which consist of seed germplasm, are amortized over the estimated useful life of the assets upon successful completion of the related projects. Completion of the related projects occurred in 2021 and the IPRD assets were moved to a definite lived intangible asset and renamed developed technology. Goodwill largely consists of expected growth synergies through the commercialization of acquired seed germplasm. Effective February 7, 2019, results from the operations of SGI have been included in our consolidated statement of operations and comprehensive loss. Results prior to the acquisition in 2019 were immaterial to the Company’s consolidated financial results. In conjunction with all acquisitions we incurred $3,994, $0 and $4,010 of acquisition-related costs, including legal and accounting fees, for the years ended December 31, 2021, 2020 and 2019, respectively. These costs were recorded in selling, general, and administrative expenses. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 4. Fair Value Measurements 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 December 31, 2021 and 2020, we had cash and cash equivalents of $78,963 and $9,743, respectively, which includes money market funds with maturities of less than three months. As of December 31, 2021 and 2020, 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: December 31, 2021 Level 1 Level 2 Level 3 Total Assets U.S. treasury securities $ — $ — $ — $ — Corporate bonds — 82,086 — 82,086 Preferred stock — 21,603 — 21,603 Marketable securities $ — $ 103,689 $ — $ 103,689 Liabilities Warrant liabilities $ 12,377 $ — $ 33,674 $ 46,051 Conversion option liability — — 8,783 8,783 Total liabilities $ 12,377 $ — $ 42,457 $ 54,834 December 31, 2020 Level 1 Level 2 Level 3 Total Assets U.S. treasury securities $ 76 $ — $ — $ 76 Corporate bonds — 100,258 — 100,258 Preferred stock — — — — Marketable securities $ 76 $ 100,258 $ — $ 100,334 Liabilities Warrant liabilities $ — $ — $ 5,241 $ 5,241 There were no transfers of financial assets or liabilities into or out of Level 1, Level 2, or Level 3 for 2021 or 2020. All of the Company’s 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 for further discussion. The Company acquired commodity purchase and sales contracts in the acquisition of ZFS Creston which were recorded at their estimated fair value. As outlined in Note 2, the Company designates all commodity purchase and sales contracts as normal purchases and normal sales and as a result do not account for them as derivatives under ASC 815. As of December 31, 2021 the Company had a contract asset of $2,354 and a contract liability of $2,652. The contract asset and liability is excluded from the table above as the contracts will not be measured at fair value on a recurring basis. Contract fair values were based upon forward commodity prices, which fall into Level 2 in the fair value hierarchy. The contract asset and liability will be amortized as the remaining volume of the commodity purchase and sales contracts is physically settled. The warrant liabilities consist of Convertible Notes Payable Warrants, Notes Payable Warrants and Private Placement Warrants valued based on a Monte Carlo simulation that values the warrants using a probability weighted discounted cash flow model which are considered Level 3 as well as Public Warrants which are separately listed and traded under BHIL WS and are considered Level 1. Generally, increases or decreases in the fair value of the underlying common stock would result in a directionally similar impact in the fair value measurement of the associated Level 3 warrant liabilities. The following table summarizes the change in the warrant and conversion option liabilities categorized as level 3 for the years ended December 31, 2021 and 2020. Year Ended December 31, 2021 Balance, beginning of period $ 5,241 Issuance of Notes Payable Warrants and Convertible Notes Payable Warrants 6,663 Issuance of Convertible Notes Payable conversion option 8,783 Assumption of Private Placement Warrants upon Merger 34,045 Change in estimated fair value (7,699) Conversion of Notes Payable Warrants upon Merger (4,576) Balance, end of period $ 42,457 Year Ended December 31, 2020 Balance, beginning of period $ — Issuance of Notes Payable Warrants 4,580 Change in estimated fair value 661 Balance, end of period $ 5,241 Fair Value of Long-Term Debt As of December 31, 2021 and 2020, the fair value of the Company’s debt, including amounts classified as current, was $85,163 and $30,510, respectively. Fair values are based upon valuation models using market information, which fall into Level 3 in the fair value hierarchy. |
Investments in Available-for-Sa
Investments in Available-for-Sale Securities | 12 Months Ended |
Dec. 31, 2021 | |
Investments, Debt and Equity Securities [Abstract] | |
Investments in Available-for-Sale Securities | 5. Investments in Available-for-Sale Securities The Company has 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. December 31, 2021 Gross Unrealized Gross Unrealized Cost Basis Gains Losses Fair Value U.S government and agency securities $ — $ — $ — $ — Corporate notes and bonds 82,007 572 (493) 82,086 Preferred stock 21,553 126 (76) 21,603 Total investments $ 103,560 $ 698 $ (569) $ 103,689 December 31, 2020 Gross Unrealized Gross Unrealized Cost Basis Gains Losses Fair Value U.S government and agency securities $ 75 $ 1 $ — $ 76 Corporate notes and bonds 100,235 242 (219) 100,258 Preferred stock — — — — Total investments $ 100,310 $ 243 $ (219) $ 100,334 The aggregate fair value of investments with unrealized losses that had been owned for less than a year was $48,098 and $25,923 as of December 31, 2021 and 2020, respectively. The Company did not have any unrealized losses on investments owned for more than one year as of December 31, 2021 and 2020, respectively. The Company does not intend to sell these securities before recovery of their amortized cost basis. Available-for-sale investments outstanding as of December 31, 2021, classified as marketable securities in the consolidated balance sheets, have maturity dates ranging from the first quarter of 2022 through the second quarter of 2028. The fair value of marketable securities as of December 31, 2021 with maturities within one year, one to five years, and more than five years is $15,425, $85,988, and $2,276, respectively. The Company classifies 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. |
Derivatives
Derivatives | 12 Months Ended |
Dec. 31, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivatives | 6. Derivatives Corporate Risk Management Activities The Company uses exchange-traded futures to manage price risk of fluctuating Chicago Board of Trade (“CBOT”) 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 the Company’s risk management policies. The disclosures within do not reflect the derivatives acquired in the acquisition of ZFS Creston. As of December 31, 2021, the Company held financial futures related to a portion of its forecasted purchases of soybeans for an aggregate notional volume of 645 bushels of soybeans. 620 bushels of the aggregate notional volume will settle in 2022 with the remaining 25 settling in Q1 2023. As of December 31, 2021, the Company held financial futures related to a portion of its forecasted sales of soybean oil for an aggregate notional volume of 260 pounds of soybean oil all of which will settle in 2022. As of December 31, 2021, the Company held financial futures related to a portion of its forecasted sales of soybean meal for an aggregate notional volume of 46 tons of soybean meal all of which will settle in 2022. Tabular Derivatives Disclosures The Company has master netting agreements with its 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 the Company’s credit exposure related to these counterparties. As all of the Company’s derivative contracts are centrally cleared and therefore are cash-settled on a daily basis the fair value approximates zero. The Company’s derivative contracts as of December 31, 2021 were as follows: Liability Asset Derivative Derivative Soybeans $ 18 $ 48 Soybean oil 5 1 Soybean meal — 1,228 Effect of daily cash settlement (23) (1,277) Net derivatives as classified in the balance sheet $ — $ — The Company had a current asset representing excess cash collateral posted to a margin account of $2,504 as of December 31, 2021. These amounts are not included with the derivatives presented in the table above and are included in prepaid expenses and other current assets in the accompanying consolidated balance sheets. Currently, the Company does not seek cash flow hedge accounting treatment for its 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 related to the Company’s derivatives Year Ended December 31, 2021 Gain (loss) Unrealized (loss) Total (loss) gain realized on gain on recognized in derivatives derivatives income Soybeans $ 211 $ (30) $ 181 Soybean oil 1,148 4 1,152 Soybean meal (680) (1,228) (1,908) Total $ 679 $ (1,254) $ (575) The Company’s soybean positions are designed to hedge risk related to inventory purchases, therefore the gains and losses on soybean instruments are recorded in cost of sales in the accompanying consolidated statements of operations. The Company’s 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 are recorded in revenues in the accompanying consolidated statements of operations. The Company classifies the cash effects of its derivatives within the “Cash Flows From Operating Activities” section of the consolidated statements of cash flows. The Company did not commence trading until January 2021, therefore there was no derivative activity or balances as of December 31, 2020 or for the years ended December 31, 2020 and 2019. |
Inventories
Inventories | 12 Months Ended |
Dec. 31, 2021 | |
Inventory Disclosure [Abstract] | |
Inventories | 7. Inventories Inventories consist of the following: December 31, 2021 2020 Raw materials and supplies $ 20,578 $ 2,263 Work-in-process 11,580 5,348 Finished goods 16,566 5,429 Total inventories $ 48,724 $ 13,040 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 grain as well as crops under production which represents the direct costs of land preparation, seed, planting, growing, and maintenance. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | 8. Property and Equipment Components of property and equipment consist of the following: December 31, 2021 2020 Land $ 7,545 $ 342 Furniture and fixtures 3,116 2,732 Machinery, field, and laboratory equipment 72,283 7,393 Computer equipment 2,041 1,288 Vehicles 2,660 1,288 Buildings and building improvements 36,732 25,259 Construction in progress 18,158 1,355 142,535 39,657 Less accumulated depreciation (15,650) (8,033) Property and equipment, net $ 126,885 $ 31,624 Depreciation expense was $7,722, $4,617 and $2,949 for the years ended December 31, 2021, 2020 and 2019, respectively. The Company capitalized $1,320, $215 and $0 of interest costs during the years ended December 31, 2021, 2020 and 2019, respectively. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Leases | 9. Leases The Company leases real estate in the form of land, laboratory, greenhouse, warehouse, and office facilities. The Company also leases equipment in the form of laboratory equipment, vehicles, railcars, and office equipment. The term for real estate leases ranges from 1 to 21 years at inception of the contract and the term for equipment leases ranges from 3 to 20 years at inception of the contract. Most real estate leases include one or more options to renew, with renewal terms that generally can extend the lease term from 1 to 10 years. The leases considered to be financing leases include the office lease for the Company’s headquarters, a building and equipment lease for the Company’s Crop Accelerator facility which opened in 2021, a land lease and an equipment lease. Lease costs are included within cost of sales, selling, general and administrative expenses, and research and development on the consolidated statements of income and comprehensive loss. 2021 2020 2019 Lease cost Finance lease cost: Amortization of right-of-use assets $ 3,901 $ 1,809 $ 51 Interest on lease liabilities 3,916 1,704 7 Operating lease cost 1,263 1,741 1,151 Short-term lease cost 1,982 2,055 1,684 Variable lease cost 1,296 435 80 Total lease cost $ 12,358 $ 7,744 $ 2,973 Operating and finance lease right of use assets and liabilities as of the balance sheet dates are as follows: 2021 2020 Assets Finance lease right-of-use assets $ 72,469 $ 31,888 Operating lease right-of-use assets 4,983 2,229 Liabilities Current Finance lease liabilities $ 1,045 $ 602 Operating lease liabilities 1,377 1,025 Noncurrent Finance lease liabilities $ 76,712 $ 32,909 Operating lease liabilities 2,442 1,073 Lease term and discount rate consisted of the following as of December 31: 2021 2020 Weighted-average remaining lease term (years): Finance leases 14.2 10.5 Operating leases 4.4 3.2 Weighted-average discount rate: Finance leases 9.2 % 8.7 % Operating leases 7.0 % 6.9 % Supplemental cash flow and other information related to leases for each of the periods ended December 31 were as follows: 2021 2020 2019 Other information Cash paid for amounts included in measurement of liabilities: Operating cash flows from operating leases $ 2,456 $ 3,612 $ 2,245 Operating cash flows from finance leases 3,332 1,472 7 Financing cash flows from finance leases 703 88 60 Right-of-use assets obtained in exchange for new lease liabilities: Finance leases $ 46,021 $ 33,523 $ — Operating leases 2,874 1,447 1,992 The table below reconciles the undiscounted future minimum lease payments (displayed by year and in the aggregate) under noncancellable operating leases with terms of more than one year to the total operating and finance lease liabilities recognized on the consolidated balance sheet as of December 31, 2021. Finance Lease Operating Lease 2022 $ 5,985 $ 1,540 2023 8,206 880 2024 10,731 719 2025 10,921 484 2026 11,107 322 Thereafter 104,693 531 Total lease payments 151,643 4,476 Less: NPV discount 73,886 657 Present value of lease liabilities $ 77,757 $ 3,819 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | 10. Goodwill and Intangible Assets Information regarding our goodwill and intangible assets are as follows: Useful Life Gross Amount Accumulated Amortization Net December 31, 2021 Goodwill Indefinite $ 17,685 $ — $ 17,685 Customer relationships 15 years 14,686 (1,634) 13,052 Trade names 10 years 4,355 (643) 3,712 Developed and acquired technology 15 years 7,710 (362) 7,348 Permits 10 years 880 (13) 867 $ 45,316 $ (2,652) $ 42,664 Useful Life Gross Amount Accumulated Amortization Net December 31, 2020 Goodwill Indefinite $ 9,260 $ — $ 9,260 Customer relationships 15 years 9,186 (1,021) 8,165 Trade names 10 years 2,355 (407) 1,948 Employment agreements 2 years 436 (436) — IPRD Indefinite 4,710 — 4,710 $ 25,947 $ (1,864) $ 24,083 During 2021 the associated research and development efforts were completed and the IPRD asset was moved to a definite lived intangible asset and renamed developed technology. In conjunction with the quantitative goodwill impairment analysis performed during 2020 as part of our annual test, we concluded that the goodwill carrying amount exceeded the fair value at our Ingredients and Fresh reporting units. The impairment at the Ingredients reporting unit was driven by reduced demand for, and margins on, pet food ingredients at our Dakota Dry Bean Inc. (“DDB”, “Dakota Ingredients”, or “DI”) location as driven by lower sales of grain-free companion animal pet food coupled with higher yellow pea processing capacity resulting in an impairment charge of $2,954. After the impairment charge, the goodwill balance associated with the Ingredients reporting unit was $9,260 and is attributable to our acquisition of SGI. The impairment at the Fresh reporting unit was driven by lower sales and earnings primarily resulting from the impact of the COVID-19 global pandemic coupled with a series of negative weather events in late 2020. Although a recovery from these negative events, and a return to profitability was expected over time, the near-term impact of these events and uncertainties on timing of recovery resulted in an impairment charge of $1,878. After the impairment charge, the goodwill balance associated with the Fresh reporting unit is zero. The impairment charges were based upon estimated discounted cash flows, including estimates of future sales volumes, sales prices, production costs and a risk-adjusted cost of capital. These estimates generally constitute unobservable Level 3 inputs under the fair value hierarchy. The goodwill balance as of December 31, 2021 is attributable to our acquisition of two soy processing facilities in 2021 and our acquisition of SGI in 2019 which are included in our Ingredients reporting unit. Amortization expense on definite lived intangibles was $1,218, $1,124 and $841 for the years ended December 31, 2021, 2020 and 2019, respectively. As of December 31, 2021, future amortization of intangible assets is estimated as follows: Amount Year ending December 31: 2022 $ 2,066 2023 2,064 2024 2,064 2025 2,064 2026 2,064 Thereafter 14,657 $ 24,979 The weighted average amortization period in total and by intangible asset class as of December 31, 2021 is as follows: Customer relationships 13.5 years Trade names 8.8 years Developed technology 13.2 years Permits 9.9 years Total 12.6 years |
Other Current Assets
Other Current Assets | 12 Months Ended |
Dec. 31, 2021 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Other Current Assets | 11. Other Current Assets Prepaid expenses and other current assets consist of the following: December 31, 2021 2020 Prepaid expenses $ 9,325 $ 1,636 Contract asset 2,588 450 Derivative margin asset 3,273 — Tax receivable 2,254 55 Deposits 650 411 Commitment asset 416 — Other 1,747 509 $ 20,253 $ 3,061 |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
Accrued Expenses and Other Current Liabilities | 12. Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consist of the following: December 31, 2021 2020 Payroll and employee benefits $ 9,144 $ 2,951 Insurance premiums 4,099 — Litigation — 2,675 Professional services 2,517 1,812 Research and development 1,043 700 Inventory 3,168 1,029 Interest 178 364 Contract liability 2,652 — Other 3,970 2,784 $ 26,771 $ 12,315 |
Debt
Debt | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Debt | 13. Debt December 31, 2021 2020 DDB Term Loan, due April 2024 $ 8,531 $ 9,916 DDB Equipment Loan, due April 2024 1,925 2,625 Notes Payable, due May 2024 — 19,768 Convertible Notes Payable, due January 2025 80,000 — Creston Note Payable, due August 2022 5,000 — Notes payable, varying maturities through June 2026 313 356 DDB Revolver 47 — Less: unamortized debt discount and debt issuance costs (11,665) (2,855) 84,151 29,810 Less: DDB Revolver (47) — Less: current maturities of long-term debt (6,934) (5,466) Long-term debt $ 77,170 $ 24,344 Term Loan, Equipment Loan and Revolver In April 2019, our wholly owned subsidiary, DDB entered into a Credit Agreement comprised of a $14,000 aggregate principal amount of floating rate, five-year term loan (“DDB Term Loan”), a $3,500 floating rate, five-year loan to be used for facility expansion (“DDB Equipment Loan”), and a $6,000 floating rate revolving credit facility (“DDB Revolver”), which is renewed annually (together the “Credit Agreement”). The Credit Agreement is secured by substantially all the real and personal property of DDB and is guaranteed, in part, by Benson Hill, the parent company, to a maximum of $7,000. The DDB Term Loan is payable in equal quarterly installments of $284 plus interest with the remaining balance of $5,972 due in April 2024. The Equipment Loan is payable in equal quarterly installments of $175 plus interest through July 2024. The interest rate on the DDB Term Loan and DDB Equipment Loan is equal to LIBOR plus 4.0% or 4.10% as of December 31, 2021. The interest rate on the DDB Revolver is equal to LIBOR plus 3.5% or 3.60% as of December 31, 2021. Under the Credit Agreement, DDB and the Company must comply with certain financial covenants based on DDB’s operations, including a minimum working capital covenant, a minimum net worth covenant, a funded debt to EBITDA ratio covenant, and a fixed charge coverage ratio covenant. Benson Hill as guarantor must also comply with a minimum cash covenant. The Credit Agreement also contains various restrictions on our activities, including restrictions on indebtedness, liens, investments, distributions, acquisitions and dispositions, control changes, transactions with affiliates, establishment of bank and brokerage accounts, sale-leaseback transactions, margin stocks, hazardous substances, hedging, and management agreements. During 2020 and 2021, we were in violation of certain financial covenants under the Credit Agreement, which were subsequently waived by the lender. In the second quarter of 2020, the Revolver maturity date was extended to July 2021 and the Credit Agreement was amended to incorporate updated prospective financial covenants with respect to minimum working capital, minimum net worth, funded debt to EBITDA ratio, and fixed charge coverage ratio. In the first quarter of 2021, the Credit Agreement was further amended to clarify the definitions of net worth and EBITDA as used in the calculation of certain financial covenants. In the second quarter of 2021, the Credit Agreement was further amended to adjust the non-financial covenants. In the fourth quarter of 2021, the Revolver maturity date was extended to November 2022. While the Company is currently in compliance with the amended covenants, there is a risk that the Company will not maintain compliance with the covenants, as discussed further in Note 1. Notes Payable In January 2020, the Company entered into a financing agreement with an investment firm which included a commitment by the lender to make term loans available to the Company in an amount of up to $35,000 with $20,000 available immediately and a second tranche of $15,000 available after the achievement of certain financial conditions including the issuance of additional equity by the Company (together the “Loan and Security Agreement”). The Company executed term notes with the lender in February 2020 in the aggregate amount of $20,000 with a term of 51 months payable in interest only, at 12.5% interest in the amount of $208 for the first 15 months and principal and interest payments in the amount of $661 for the remaining 36 months with any remaining amount outstanding due May 2024. The term notes are secured by substantially all of the Company’s assets. Availability of $15,000 under the second tranche expired on December 2020 unused. In September 2021, the Company entered into an additional financing agreement with the same investment firm which included a commitment by the lender to make term loans available to the Company in an amount of up to $40,000 (together the “New Loan and Security Agreement”). In accordance with the New Loan and Security Agreement, the Company executed a term note with the lender in September 2021 in the amount of $20,000 with a term of 36 months payable in interest only, at 12.5% interest in the amount of $208 for the first 12 months and principal and interest payments in the amount of $935 for the remaining 24 months with any remaining amount outstanding due September 2024. The term note is secured by substantially all of the Company’s assets. Under the terms of the Loan and Security Agreement and New Loan and Security Agreement, we must comply with certain affirmative and negative covenants. These covenants are primarily restrictions on our activities, including restrictions on indebtedness, liens, distributions, and significant business changes. We were in compliance with these covenants throughout the terms of these agreements. In September 2021, the Company repaid the remaining outstanding balance on the $40,000 in notes payable with the proceeds received from the Merger, terminating the Loan and Security Agreement and the New Loan and Security Agreement. Upon repayment of these notes payable, the Company incurred a loss on extinguishment of debt of $11,742 which is composed of $5,544 in prepayment penalties and $6,198 in the write-off of unamortized debt discounts and debt issuance costs. Convertible Notes Payable In December 2021, the Company entered into a financing agreement with an investment firm which included a commitment by the lender to make term loans available to the Company in an amount of up to $100,000 with $80,000 available immediately and a second tranche of $20,000 available between April 2022 and June 2022 upon the Company’s achievement of the following milestones: (i) at least 85% of the Company’s projected revenue for the three months ending March 31, 2022; (ii) gross margin for the three months ending March 31, 2022 greater than -1.5%; and (iii) an average public market capitalization of at least $650 million during the trailing thirty days prior to the date the Lenders make the second tranche loan (together the “Convertible Loan and Security Agreement”). The Company 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 3.25% per annum, plus (b) 5.75% per annum in the average amount of $608 for the first 12 months and principal and interest payments in the average amount of $3,624 for the remaining 24 months. The term notes are secured by substantially all of the Company’s assets. The interest-only period may be extended from 12 to 24 months upon the Company’s full draw of the second tranche of $20,000 and achievement of certain milestones based on the Company’s market cap and financial performance for the nine months ending September 30, 2022. Additionally, the term of the term notes may be extended from 36 to 42 months upon the Company’s achievement of certain milestones based on the Company’s market cap and financial performance for the nine months ending September 30, 2022 and compliance with all debt covenants. Upon maturity or other satisfaction of the term notes, a final payment (in addition to other payments of principal and interest) equal to $10,700 is payable by the Company to the lenders, however in the event all or any part of any term notes are outstanding when a change of control as defined in the Convertible Loan and Security Agreement occurs the required final payment is $14,200. In the event the term notes are prepaid, a prepayment fee is due, ranging from 1% to 6% of the principal amount of the term notes, based upon the time from the initial closing to the prepayment date. At any time after 6 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 equal to the lower of (a) $8.22; (b) a 15% premium to the 5-day VWAP determined as of June 30, 2022; or (c) 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 volume-weighted average price of the common stock on the last trading day of such 14 day period; and (d) the effective price per share of any bona fide equity offering prior to September 30, 2022. The conversion option is subject to: (a) the closing price of the shares of the Company’s common stock for each of the 7 consecutive trading days immediately preceding the conversion, being greater than or equal to the conversion price; (b) the common stock issued in connection with any such conversion not exceeding 20.00% of the total trading volume of the Company’s 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 common stock resulting from the conversion option, when added to all lenders’ pro forma shares of common stock resulting from the exercise of the warrants (as outlined in note 14), not exceeding 2.5% of the Company’s outstanding shares of common stock at the time of the conversion. As 6 months have not elapsed from the closing date of the initial term loans, the conversion option is not yet exercisable by the lender. The fair value of the conversion option, estimated at $8,783 at issuance, was recorded as a debt discount, which is amortized over the life of the term notes using the effective interest method and recorded as interest expense. Under the terms of the Convertible Loan and Security Agreement, we must comply with certain affirmative, negative, and financial covenants. These covenants are primarily restrictions on our activities, including restrictions on indebtedness, liens, dividends, and significant business changes as well as a requirement to maintain at all times required minimum liquidity equal to or greater than six months. We were in compliance with these covenants in 2021. Creston Note Payable In connection with the acquisition of ZFS Creston in December 2021, the Company entered into a note payable with Zeeland Farm Services, Inc., a Michigan corporation, in the amount of $5,000 (the “Creston Note Payable”). The Creston Note Payable is payable in monthly installments equal to the greater of the reduction in the inventory value at ZFS Creston in the preceding month or $833 plus interest at 3% per annum from March 2022 to August 2022. Paycheck Protection Program Loans In April 2020, the Company received loan proceeds in the amount of approximately $5,102 under the Paycheck Protection Program. The program, established as part of the Coronavirus Aid, Relief and Economic Security Act, provides for loans to qualifying businesses for amounts up to 2.5 times of the average monthly payroll expenses of the qualifying business. The Company subsequently repaid the loans in full in October 2020, including $25 of accrued interest. Debt maturities The contractual maturities of debt as of December 31, 2021 are as follows: Amount Year ending December 31: 2022 $ 6,980 2023 38,605 2024 46,857 2025 3,360 2026 14 Thereafter — $ 95,816 The contractual maturities table excludes the Convertible Notes Payable final payment outlined above. |
Warrant Liabilities
Warrant Liabilities | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Warrant Liabilities | 14. Warrant Liabilities Notes Payable Warrants In February 2020 and in connection with the issuance of Notes Payable with an original principal amount of $20,000 along with a commitment to extend an additional $15,000 upon the achievement of certain financial conditions (see Note 13 — Debt), the Company issued 1,077 warrants to purchase Series C-1 preferred shares or any subsequent preferred share round of Benson Hill Preferred Stock. The preferred stock warrant remained outstanding at the close of the Merger and, therefore, converted into a New Benson Hill Warrant without any action on the part of the Company or the warrant holder. Each warrant was converted based on the Exchange Ratio of 1.0754 resulting in 1,158 warrants to purchase New Benson Hill Common Stock which remained outstanding as of December 31, 2021 at an adjusted stock purchase price of $3.43. The fair value of the warrants attributable to the funds loaned to the Company, estimated at $3,332 at issuance, were recorded as a debt discount, which was amortized over the life of the term notes using the effective interest method and recorded as interest expense. The fair value of the warrants attributable to the commitment to fund the second tranche, estimated at $1,248 at issuance, was recorded as a current asset and amortized through the date of commitment expiration (December 2020) using the straight-line method and recorded as interest expense. The warrants are exercisable at the warrant holder’s discretion at any time before the expiration date of December 2035. If the New Benson Hill Warrant is held to expiration or if a change of control occurs, the warrants shall automatically exercise at no cost to the holder. Should the Company consummate a bridge financing prior to a change of control, the holders of the warrants may surrender their warrants to the Company and receive in exchange all of the same consideration, securities, instruments and rights as if the holder participated in the bridge financing with a loan in an amount equal to the shares issuable upon exercise of the warrants multiplied by the stock purchase price. In September 2021 and in connection with the issuance of Notes Payable with an original principal amount of $20,000 and a commitment to extend an additional $20,000 (see Note 13 — Debt), the Company issued warrants to purchase common stock, Series D preferred shares, or any subsequent preferred share round of Benson Hill. The fair value of the warrants attributable to the funds loaned to the Company, estimated at $3,523 at issuance, was recorded as a debt discount, which was amortized over the life of the term notes using the effective interest method and recorded as interest expense. The fair value of the warrants attributable to the remaining commitment, estimated at $1,028 at issuance, was recorded as a current asset and amortized through the date of commitment expiration using the straight-line method and recorded as interest expense. The option to draw down on the remaining commitment of $20,000 was terminated upon extinguishment of the note as outlined above. The warrants are exercisable in the following scenarios and at the following purchase prices: (1) at the warrant holder’s discretion at any time before the expiration date (September 2036) at $10.00 if the holder chooses to exercise for common stock and $4.1416 if the holder chooses to exercise for Series D preferred stock, or (2) automatically exchanged without need for notice to the Company upon the earlier to occur of (i) the expiration date or (ii) a Liquidity Event at no cost to the holder. Immediately prior to the closing of the Merger with STPC on September 29, 2021, which qualified as a Liquidity Event, the warrant was automatically exchanged for 325 shares of Legacy Benson Hill Common Stock at no cost to the holder and a stock purchase warrant for 225 shares of the Company’s common stock was issued to the holder at an exercise price of $10.00. The Legacy Benson Hill Common Stock issued was converted at the Exchange Ratio resulting in 350 shares of New Benson Hill Common Stock and the stock purchase warrant was converted at the Exchange Ratio resulting in 242 warrants to purchase New Benson Hill Common Stock at an adjusted stock purchase price of $9.30. The stock purchase warrant was determined to be equity classified in accordance with U.S. GAAP and was outstanding as of December 31, 2021. In September 2021 and in connection with the full repayment of the notes payable associated with these warrants (see Note 13 — Debt), the Company expensed the remaining unamortized debt discounts, commitment assets and debt issuance costs associated with these warrants. Convertible Notes Payable Warrants In December 2021 and in connection with the issuance of Convertible Notes Payable with an original principal amount of $80,000 along with a commitment to extend an additional $20,000 upon the achievement of certain milestones (see Note 13 — Debt), the Company issued warrants exercisable or exchangeable for up to such aggregate number of shares of the Company’s common stock determined by dividing $3.0 million by the Exercise Price (as defined below). The warrants remained outstanding as of December 31, 2021. The per share exercise price of the warrants (the “Exercise Price”) will equal the lower of (a) $7.86; (b) a 10% premium to the 5-day volume-weighted average price (VWAP) determined as of June 30, 2022; (c) 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 $20.0 million 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 (d) the effective price per share of any bona fide equity offering prior to September 30, 2022. The fair value of the warrants attributable to the funds loaned to the Company, estimated at $1,690 at issuance, were recorded as a debt discount, which is amortized over the life of the convertible term notes using the effective interest method and recorded as interest expense. The fair value of the warrants attributable to the commitment to fund the second tranche, estimated at $423 at issuance, were recorded as a current asset and will be amortized through the date of commitment expiration (June 2022) using the straight-line method and recorded as interest expense. The warrants are exercisable at the warrant holder’s discretion at any time before the expiration date of December 2026. Upon a change in control the warrants would be automatically exchanged for shares of the Company’s common stock at no cost to the holder. Public and Private Placement Warrants On January 8, 2021, Star Peak Corp II consummated its IPO of 40,250 units. Each unit consists of one share of Class A common stock and one-fourth of one Public Warrant for a total of 10,063 Public Warrants. Simultaneously with the closing of STPC’s IPO, STPC consummated the private placement of 6,553 Private Placement Warrants. Upon the completion of the Merger, the Company assumed each of these warrants, which remain outstanding in whole as of December 31, 2021. Public Warrants may only be exercised for a whole number of shares of common stock. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants are publicly traded under the ticker BHIL WS. The Public Warrants have an exercise price of $11.50 per share, subject to adjustments, and will expire five years after the completion of a Business Combination (September 2026) or earlier upon redemption or liquidation. The Public Warrants will become exercisable on January 8, 2022. The Private Placement Warrants are identical to the Public Warrants, except the Private Placement Warrants will be non-redeemable so long as they are held by Star Peak Sponsor II LLC (“the Sponsor”) or its permitted transferees. If the Private Placement Warrants are held by someone other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. Redemption of Public Warrants and Private Placement Warrants when the price per share of common stock equals or exceeds $ 18.00 : Once the Public Warrants and Private Placement Warrants become exercisable, the Company may redeem the outstanding warrants (except as described herein with respect to the Private Placement Warrants): in whole and not in part; at a price of $0.01 per warrant; upon a minimum of 30 days’ prior written notice of redemption; and if, and only if, the last reported sale price (the “closing price”) of common stock equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. The Company will not redeem the warrants as described above unless a current prospectus relating to those shares of common stock is available throughout the 30-day redemption period. Any such exercise would not be on a “cashless” basis and would require the exercising holder to pay the exercise price for each warrant being exercised. Redemption of Public Warrants and Private Placement Warrants when the price per share of common stock equals or exceeds $ 10.00 : Commencing 90 days after the warrants become exercisable, the Company may redeem the outstanding warrants: in whole and not in part; at $0.01 per warrant upon a minimum of 30 days’ prior written notice of redemption, provided that holders will be able to exercise their warrants, but only on a cashless basis, prior to redemption and receive that number of shares determined by reference to an agreed table based on the redemption date and the “fair market value” of common stock; if, and only if, the closing price of the common stock equals or exceeds $10.00 per Public Share (as adjusted) for any 20 trading days within the 30-trading day period ending three The “fair market value” of common stock for the above purpose shall mean the volume weighted average price of common stock during the 10 trading days ending on the third trading day immediately following the date on which the notice of redemption is sent to the holders of warrants. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 shares of common stock per warrant (subject to adjustment). |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 15. Income Taxes The components of income (loss) before income taxes for the years ended December 31 consists of the following: 2021 2020 2019 Domestic operations $ (125,555) $ (67,232) $ (43,808) Foreign operations (461) 121 (83) Total loss before income taxes $ (126,016) $ (67,111) $ (43,891) The provision for income taxes for the years ended December 31 consists of the following: 2021 2020 2019 Current: Federal $ — $ — $ — State — 7 — Foreign (63) 41 19 Total current (63) 48 19 Deferred: Federal 54 — — State 43 — — Foreign 197 — — Total deferred 294 — — Income tax expense $ 231 $ 48 $ 19 Reconciliation of the Federal statutory income tax provision for the Company’s effective income tax provision for the years ended December 31: 2021 2020 2019 Tax at federal statutory rate $ (26,463) $ (14,026) $ (9,215) State taxes, net of federal effect (2,593) (2,197) (1,117) Non-deductible items 644 818 159 R&D Credit (2,442) (1,289) (666) Valuation allowance 31,035 16,366 10,618 Warrant revaluation (3,682) 173 — Transaction costs 2,900 — — Prior loss limitations 672 — — Other, net 160 203 240 Provision for income taxes $ 231 $ 48 $ 19 The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities as of December 31 are presented as follows: 2021 2020 Deferred tax assets: Net operating losses and tax credits $ 52,898 $ 32,190 R&D credits 6,672 3,620 Interest limitation carryover 3,683 1,345 Intangible assets 11,168 971 Right of use lease liabilities 20,254 9,359 Other 3,610 1,589 Gross deferred tax assets 98,285 49,074 Less valuation allowance (67,748) (36,713) Net deferred tax assets $ 30,537 $ 12,361 2021 2020 Deferred tax liabilities: Right of use assets $ (18,952) $ (8,948) Property and equipment (11,580) (2,697) Other (299) (716) Gross deferred tax liabilities (30,831) (12,361) Net deferred tax liability $ (294) $ — As of December 31, 2021, and 2020, the Company has a net operating loss carryforward, before tax effect, of $229,662 and $136,870 for federal tax purposes, respectively, $110,403 and $100,325 for state tax purposes, respectively, and $1,383 and $922 for foreign tax purposes, respectively. Beginning in tax year 2018 and forward, the Federal law has changed such that net operating losses generated after December 31, 2017 may be carried forward indefinitely but may only offset 80% of taxable income. Based on the current law, $24,856 of the federal net operating losses will begin to expire in 2032 and $204,806 of the federal net operating losses have no expiration. The state and foreign tax losses will begin to expire in 2027 and 2037, respectively. As of December 31, 2021, and 2020, the Company also has federal and state research and development tax credit carryforwards of approximately $6,672 and $3,620, respectively, to offset future income taxes, which will expire beginning in December 2034. Net operating losses and other tax attributes may become subject to an annual limitation in the event of certain cumulative changes in the ownership interest as defined under Sections 382 and 383 in the Internal Revenue Code. This could limit the amount of tax attributes that can be utilized annually to offset future taxable income or tax liabilities. Analysis of ownership activity occurring through December 31, 2021, indicated that approximately $3,200 of our federal net operating losses would be limited under Section 382 due to an ownership change that occurred in 2015. These losses have been removed from the carryforward and reflected in the statutory rate reconciliation above. We plan to conduct further analysis on the impacts, if any, to our state net operating losses from this 2015 ownership change as well as monitor continued ownership change activity. The impact to our state net operating losses are not expected to be significant. We provide for a valuation allowance when it is more likely than not that we will not realize a portion of the deferred tax assets. We have established a valuation allowance against our deferred tax assets described above as current evidence does not suggest we will realize enough taxable income of the appropriate character within the carryforward period to allow us to realize these deferred tax benefits. As of December 31, 2021, and 2020, the Company has provided a valuation allowance of $67,748 and $36,713, respectively. The change in the valuation allowance of $31,035 was primarily due to the generation of additional net operating losses and tax credits for which no benefit was provided. We are subject to federal income taxes in the United States, Brazil, and Canada, as well as various state and local jurisdictions. Currently, no federal or state income tax returns are under examination by the respective income tax authorities, although tax years 2018-2021 remain open for US federal purposes, 2017-2021 for most states and Canadian purposes, and 2016-2021 for Brazilian purposes. Several years may elapse before an uncertain tax position is audited and finally resolved. While it is often difficult to predict the outcome or the timing of resolution of any uncertain tax position, we do not believe that we need to recognize any liabilities for uncertain tax positions as of December 31, 2021 or 2020. Further, the Company does not anticipate a significant change to the amount of unrecognized tax benefits within the next twelve months. The Company’s policy is to accrue or charge tax penalties and interest related to tax balances to income tax expense. No penalties or interest have been expensed in the reported periods. |
Comprehensive Loss
Comprehensive Loss | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Comprehensive Loss | 16. Comprehensive Loss The Company’s other comprehensive income (loss) (“OCI”) consists of foreign currency translation adjustments from its Brazil subsidiary, which does not use the U.S. dollar as its functional currency, and unrealized gains and losses on marketable debt securities classified as available for sale. The following table shows changes in accumulated other comprehensive income (loss) (“AOCI”) by component for the years ended 2021, 2020 and 2019: Unrealized Cumulative Gains/(Losses) Foreign on Currency Marketable Translation Securities Total Balance as of December 31, 2018 $ (133) $ (416) $ (549) Other comprehensive (loss) income before reclassifications (21) 374 353 Amounts reclassified from AOCI — (17) (17) Other comprehensive (loss) income (21) 357 336 Balance as of December 31, 2019 (154) (59) (213) Other comprehensive loss before reclassifications (226) (109) (335) Amounts reclassified from AOCI — 223 223 Other comprehensive (loss) income (226) 114 (112) Balance as of December 31, 2020 (380) 55 (325) Other comprehensive income before reclassifications 4 (1,813) (1,809) Amounts reclassified from AOCI — 1,031 1,031 Other comprehensive (loss) income 4 (782) (778) Balance as of December 31, 2021 $ (376) $ (727) $ (1,103) Amounts reclassified from AOCI were reported within “Other (income) expense, net” on the consolidated statement 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. |
Loss Per Common Share
Loss Per Common Share | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Loss Per Common Share | 17. Loss Per Common Share The Company computes basic net income (loss) per share using the weighted average number of common shares outstanding during the period. Diluted net income (loss) per 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 that were excluded from the calculation of diluted shares outstanding due to the Company incurring a net loss for the years ended December 31, 2021, 2020 and 2019 were as follows: Anti-dilutive common share equivalents: 2021 2020 2019 Warrants 577 75 55 Stock options 6,773 2,090 1,891 Restricted stock units 116 — — Total anti-dilutive common share equivalents 7,466 2,165 1,946 The following table provides the reconciliation of net loss attributable to common stockholders and basic and diluted loss per common share by outlining the numerators and denominators of the computations for the years ended December 31: 2021 2020 2019 Numerator: Net loss $ (126,247) $ (67,159) $ (43,910) Denominator: Weighted average common shares outstanding, basic and diluted 121,838 83,295 67,707 Net loss per common share, basic and diluted $ (1.04) $ (0.81) $ (0.65) |
Share-Based Compensation
Share-Based Compensation | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation | 18. Stock-Based Compensation On June 12, 2012, the shareholders approved the 2012 Equity Incentive Plan (the “2012 Plan”), which has been subsequently amended. The 2012 Plan provides for the issuance of up to 17,464 equity-based awards in the form of restricted common stock or stock options awards to eligible employees, directors, and consultants. On September 29, 2021, stockholders approved the 2021 Omnibus Incentive Plan, (the “Plan”), replacing the 2012 Plan, pursuant to which the Company’s Board of Directors (the “Board”) may grant stock awards, including stock options, stock appreciation rights, restricted stock awards, restricted stock units and other stock-based awards, to officers, employees, and directors. The Plan allows for non-employee director grants, which are accounted for in the same manner as employee awards. The Plan provides for the issuance of up to 10,194 stock awards as of December 31, 2021. Stock Options Under the 2012 Plan, the Company granted stock options which typically vest over two years for board members and four years for all other grants with a contractual life of ten years. The exercise price of stock options granted under the 2012 Plan were set at the fair market value of such shares on the date of grant. The grant date fair value for the Company’s stock options granted under the 2012 Plan for the years ended December 31, 2021 and 2020, respectively, were based on the following assumptions used within the Black-Scholes option pricing model: Year Ended December 31, 2021 2020 Expected dividend yield 0 % 0 % Expected volatility 63 % 58 % Risk-free interest rate 0.7 % 1.0 % Expected term in years 6.1 years 6.2 years Weighted average grant date fair value $ 1.49 $ 0.81 The following is a summary of stock option information and weighted average exercise prices under the 2012 Plan: Weighted Options Average Exercise Outstanding Price per Share Balance as of December 31, 2020 7,635 $ 0.98 Granted 6,748 2.44 Exercised (913) 0.64 Cancelled and forfeited (1,234) 1.55 Expired (126) 1.22 Balance as of December 31, 2021 12,110 $ 1.76 The following is a summary of stock option information and weighted average grant date fair values under the 2012 Plan: Weighted Average Options Grant Date Outstanding Fair Value Nonvested as of December 31, 2020 3,729 $ 1.16 Granted 6,748 2.44 Vested (1,846) 1.77 Cancelled and forfeited (1,360) 1.51 Nonvested Balance as of December 31, 2021 7,271 $ 2.14 There are 10,317 registered shares of common stock reserved for issuance upon exercise or settlement, as applicable, of awards made under the 2012 Plan. While no further awards may be granted under the 2012 Plan, the plan continues to govern all outstanding awards previously issued under it. As of December 31, 2021, 4,839 stock options were exercisable at a weighted average remaining contractual life of 6.9 years and a weighted average exercise price of $1.12 per share. The aggregate intrinsic value of these stock options was $29,838 as of December 31, 2021. The total intrinsic value of options exercised for the year ended December 31, 2021 was $5,407. The aggregate intrinsic value is the difference between the fair value of the underlying common stock on the date of exercise and the exercise price. As of December 31, 2021, 12,110 stock options were vested or expected to vest. The total fair value of shares vested during the year was $1,678. The weighted average remaining contractual life of these stock options was 8.0 years, and the weighted average exercise price was $1.76 per share. The aggregate intrinsic value of these stock options was $66,012 as of December 31, 2021. Restricted Stock Units RSUs are convertible into shares of Company common stock upon vesting on a one-to-one basis. The RSUs outstanding as of December 31, 2021 represent a combination of RSUs subject to only time vesting conditions and RSUs subject to both time and market based performance vesting conditions. Any unvested portion of the RSUs shall be terminated and forfeited upon termination of employment or service of the grantee or the failure to achieve performance-based vesting conditions within the award term. The time based awards grant date fair value was determined based on the Company’s stock price on the date of grant. The 1,682 market based performance awards (the “Earnout Awards”) outstanding as of December 31, 2021 are subject to the following vesting conditions: 50% of the Earnout Awards will vest if the closing price of the Company’s publicly traded common stock is greater than or equal to $14.00 over any 20 trading days within any thirty consecutive trading day period within 36 months following the closing of the Merger and 50% of the Earnout Awards will vest if the closing price of the Company’s publicly traded common stock is greater than or equal to $16.00 over any 20 trading days within any thirty consecutive trading day period within 36 months following the closing of the Merger. Any portion of the Earnout Awards that have not vested as of the third anniversary of the closing of the Merger will be forfeited. Additionally, the vesting of the Earnout Awards is subject to the award recipients continued service to the Company through the applicable vesting date. Therefore, should the award recipients service terminate prior to the Earnout Awards vesting, the Earnout Awards will be forfeited. The closing price thresholds of the Company’s publicly traded common stock are considered market conditions under ASC 718 and are estimated on the grant date using a Monte Carlo simulation. Recognition of stock-based compensation expense of all vesting tranches commenced on the date of grant, as the probability of meeting the two closing price thresholds are not considered in determining the timing of expense recognition. Key assumptions for estimating the market based performance awards fair value at the date of grant included the Company’s share price on the grant date, historical volatilities of the common stock of comparable publicly traded companies, the risk free interest rate, and the grant term. Total stock-based compensation recorded as operating expense for the Earnout Award for the year ended December 31, 2021 was $2,806. As of December 31, 2021, the Company had approximately $7,519 of total unrecognized stock-based compensation expense remaining under the Earnout Awards assuming the grantee’s continued service to the Company through the applicable vesting date. Information regarding the RSUs activity and weighted average grant-date fair value follows: Time Based Awards Market Based Performance Awards Weighted Weighted Average Grant Average Grant RSUs Date Fair Value RSUs Date Fair Value Balance as of December 31, 2020 — $ — — $ — Granted 226 8.28 1,749 6.14 Vested — — — — Cancelled and forfeited — — (67) 6.14 Balance as of December 31, 2021 226 $ 8.28 1,682 $ 6.14 Stock-Based Compensation Expense The Company recognized $7,183, $1,010 and $644 of compensation expense related to grants during the years ended December 31, 2021, 2020 and 2019, respectively. As of December 31, 2021, the total unrecognized compensation cost related to equity awards granted was $16,354. The Company expects to recognize total unrecognized compensation cost over a remaining weighted average period of 2.4 years. |
Common Stock
Common Stock | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Common Stock | 19. Common Stock The Company is authorized to issue 440,000 shares of common stock with a par value of $0.0001 per share. Holders of common stock are entitled to one vote for each share. As of December 31, 2021, there were 178,089 shares issued and outstanding. The common stock has the following characteristics: Voting: Dividends: Liquidation: Shares Available for Future Issuance Common stock issued 178,089 Options granted and outstanding 12,110 Warrants granted and outstanding 18,398 RSUs granted and outstanding 1,908 Total 210,505 Maximum number of shares available for issuance 229,495 Shares authorized 440,000 |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2021 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plans | 20. Employee Benefit Plans We sponsor four qualified plans under Section 401(k) of the Internal Revenue Code along with a simple individual retirement account retirement plan. All employees who meet certain tenure requirements are eligible to participate in one of these plans but not more than one. Under each plan, employees may elect to defer a portion of pretax or post-tax annual compensation, subject to Internal Revenue Service limits, that are matched by the Company at rates ranging from 3% to 5% of qualifying compensation, depending on the plan. During 2021, 2020 and 2019, the Company made contributions to these plans and recognized expense in the amount of $1,193, $912 and $368, respectively. |
Commitment and Contingencies
Commitment and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 21. Commitments and Contingencies Litigation The Company accrues for cost related to contingencies when a loss is probable, and the amount is reasonably determinable. Disclosure of contingencies is included in the 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. The Company was the defendant in a lawsuit filed by J&J Produce Holdings, Inc. (“J&J”) related to the acquisition of the Company’s wholly owned subsidiary J&J in May 2019, whereby the plaintiff sought deferred purchase price payments in Chancery court in Delaware. This matter was settled in the first quarter of 2021. Our subsidiary Benson Hill Seeds, Inc. was the defendant involved in two disputes related to the acquisition of Schillinger Genetics, Inc. The first dispute related to the termination of John Schillinger and alleged breach of obligations under the employment agreement with Mr. Schillinger. The second dispute involved the release of escrow funds related to the acquisition. Both disputes were settled in the second quarter of 2021. For all litigation matters noted above and other individually immaterial matters, the Company accrued $0 and $2,675 as of December 31, 2021 and 2020 respectively, representing the final estimated settlement amounts some of which were paid out in the current year. Other Commitments As of December 31, 2021, the Company has committed to purchase from seed producers and growers at dates throughout 2022 and 2023 at fixed prices aggregating to $71.4 million based on commodity futures or market prices, other payments to growers, and estimated yields per acre. In addition to the obligations for which the price is fixed or determinable, the Company has committed to purchase from seed producers and growers 2.9 million bushels throughout 2022 and 2023 for which the pricing is currently variable. These amounts are not recorded in the condensed consolidated financial statements because the Company has not taken delivery of the grain or seed as of December 31, 2021 and due to the fact that the grain or seed are subject to specified quality standards prior to delivery. |
Segment Information
Segment Information | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
Segment Information | 22. Segment Information The Company’s reportable business segments reflect the manner in which its chief operating decision maker (CODM) allocates resources and assesses performance, which is at the operating segment level. The Ingredients reportable segment delivers healthy food ingredients derived from soybean seeds, meal and oil and processed yellow peas. The Fresh reportable segment is a grower, packer and distributor of year-round fresh produce located in the southeastern United States. Financial results associated with legacy licensing arrangements that are not allocated to the Fresh or Ingredients reportable segment and costs associated with centralized operations are reported as Unallocated and other. Centralized operations represent corporate and headquarter-related expenses, which include legal, finance, human resources, and other research and development and administrative expenses that are not allocated to individual reporting operating segments. Our CODM reviews segment performance and allocates resources based upon segment revenue and Adjusted EBITDA. The Company defines Adjusted EBITDA as earnings from continuing operations excluding income taxes, interest, depreciation, amortization, stock-based compensation, and the impact of significant non-recurring items. All segment revenue is earned in the United States and there are no intersegment revenues. Operating segment results for the years ended December 31, 2021, 2020 and 2019 are presented below. For the year ended December 31, 2021 we recognized $146,939 of revenue as of a point in time and $273 over time. For the year ended December 31, 2020 we recognized $114,113 of revenue as of a point in time and $235 over time. All revenue recognized over time is included in unallocated and other. Adjusted Year Ended December 31, 2021 Revenue EBITDA Ingredients $ 90,654 $ (29,592) Fresh 56,266 (3,069) Unallocated and other 292 (47,719) Total segment results $ 147,212 $ (80,380) Adjustments to reconcile consolidated net loss to Adjusted EBITDA: Consolidated net loss $ (126,247) Interest expense, net 4,490 Income tax expense (benefit) 231 Depreciation and amortization 12,817 Stock-based compensation 7,183 Change in fair value of warrants (12,127) Other non-recurring costs, including acquisition costs 3,994 Employee retention credit (2,226) Merger transaction costs 11,693 Non-recurring public company readiness costs 5,265 Loss on extinguishment of debt 11,742 South America seed production costs 2,805 Total Adjusted EBITDA $ (80,380) Adjusted Year Ended December 31, 2020 Revenue EBITDA Ingredients $ 58,566 $ (7,999) Fresh 55,278 218 Unallocated and other 504 (38,690) Total segment results $ 114,348 $ (46,471) Adjustments to reconcile consolidated net loss to Adjusted EBITDA: Consolidated net loss $ (67,159) Interest expense, net 6,708 Income tax (expense) benefit 48 Depreciation and amortization 7,504 Stock-based compensation 1,010 Change in fair value of warrants 661 Other non-recurring costs, including acquisition costs (75) Impairment of goodwill 4,832 Total Adjusted EBITDA $ (46,471) Adjusted Year Ended December 31, 2019 Revenue EBITDA Ingredients $ 49,193 $ 2,239 Fresh 28,573 (1,253) Unallocated and other 1,757 (36,247) Total segment results $ 79,523 $ (35,261) Adjustments to reconcile consolidated net loss to Adjusted EBITDA: Consolidated net loss $ (43,910) Interest expense, net 195 Income tax (expense) benefit 19 Depreciation and amortization 3,790 Stock-based compensation 644 Other non-recurring costs, including acquisition costs 4,001 Total Adjusted EBITDA $ (35,261) As the CODM does not evaluate the operating segments nor make decisions regarding the operating segments based on total assets, we have excluded this disclosure. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | 23. Subsequent Events We consider events or transactions that occur after the balance sheet date but prior to the date the financial statements are available to be issued for potential recognition or disclosure in the financial statements. The Company has completed an evaluation of all subsequent events after the audited balance sheet date of December 31, 2021 through March 28, 2022, the date the accompanying financial statements were available to be issued, to ensure that these financial statements include appropriate disclosure of events both recognized in the financial statements as of December 31, 2021, and events that occurred subsequently but were not recognized in the financial statements. In January 2022, the Company granted one-time equity awards of 5,517 restricted stock units (the “Founders Grants”) to employees of the Company, under the Company’s 2021 Omnibus Incentive Plan. The Founders Grants issued to Company executives and senior management are subject to continued employment or service through the third anniversary of the Closing and certain market based performance vesting conditions generally based on the achievement of various 30-day volume-weighted average price per share of the Company’s common stock hurdles. The Founders Grants issued to all other employees are subject to continued employment or service through certain anniversaries of the Closing and do not contain performance-based vesting conditions. On March 24, 2022, the Company entered into definitive subscription agreements with certain investors providing for the private placement of an aggregate of 26,150 units at a price of $3.25 per unit. Each unit consists of (i) one share of the Company’s common stock, par value $0.0001 per share, and (ii) a warrant to purchase one-third of one share of common stock for an aggregate purchase price of approximately $85.0 million. The closing of the private placement occurred on March 25, 2022 (the “Closing”). In connection with the private placement, the Company incurred transactions costs of approximately $3.9 million. Each warrant to purchase common stock has an exercise price of $3.90 per share, is immediately exercisable, and expires five years from the date of issuance, and is subject to customary adjustments. The warrants may not be exercised if the aggregate number of shares of Common Stock beneficially owned by the holder thereof would exceed a specified threshold set forth therein, subject to increase to up to 19.99% at the option of the holder. Each warrant is redeemable by the Company for $0.10 if the closing price of the Company’s common stock exceeds $9.75 per share for any 20 trading days within a 30-trading day period. The Company intends to use the net proceeds from the private placement to help fund its strategic growth initiatives. The subscription agreements contained certain registration rights, pursuant to which the Company has agreed to prepare and file a registration statement with the Securities and Exchange Commission no later than 15 days following the closing, to register the resale of the shares of common stock included in the units, the warrants, and the shares of common stock issuable upon exercise of the warrants. The Company agreed to use its commercially reasonable efforts to have such registration statement declared effective as promptly as possible after the filing thereof, subject to certain specified liquidated damages if effectiveness is not achieved by the 60th day following the Closing (or the 90th day following the Closing if the SEC notifies the Company that it will review the registration statement). |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Summary of Significant Accounting Policies | |
Principles of Consolidation | The consolidated financial statements include the accounts of the Company and our wholly owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. |
Basis of Presentation | The Company prepares its consolidated financial statements in conformity with U.S. GAAP and Securities and Exchange Commission regulations. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in its 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 liability. Prior to the Merger, the fair value of the Company’s Common Stock was determined using valuation methodologies in accordance with the framework of the American Institute of Certified Public Accountants Technical Practice Aid, Valuation of Privately-Held Company Equity Securities Issued as Compensation or sale of the Company. Significant changes to the key assumptions used in the valuations could result in different fair values of common stock and other equity instruments at each valuation date. |
Cash and Cash Equivalents | Cash and Cash Equivalents We consider all short-term, highly liquid investments with maturities of 90 days or less at acquisition date to be cash equivalents. |
Marketable Securities | Marketable Securities We classify our investment securities as available-for-sale on the date of purchase. The securities are recorded at their fair value with the unrealized gains and losses, net of tax effect, recorded in other comprehensive income and loss. Realized gains and losses affect income, including the release of previously unrealized gains and losses from other comprehensive income and loss. Premiums and discounts are amortized on the straight-line method. Gains and losses on the sale of securities are determined using the specific-identification method. |
Accounts Receivable | Accounts Receivable Accounts receivable represent amounts owed to us from the sale of harvested produce and grain, soybean meal, soybean oil, soybean flakes, soybean flour, royalties, and licensing of proprietary technology. The carrying value of our receivables represent estimated net realizable values. We generally do not require collateral and estimate any required allowance for doubtful accounts based on historical collection trends, the age of outstanding receivables, and existing economic conditions. If events or changes in circumstances indicate that specific receivable balances may be impaired, further consideration is given to the collectability of those balances and the allowance is recorded accordingly. Past-due receivable balances are written off when the Company’s internal collection efforts have been unsuccessful in collecting the amounts due. The Company had amounts reserved for doubtful accounts as of December 31, 2021 and 2020, of $414 and $177, respectively. |
Derivatives | Derivatives The Company uses exchange-traded futures to manage price risk of fluctuating Chicago Board of Trade (“CBOT”) prices related to forecasted purchases and sales of soybean and soybean related products in the normal course of business. The Company has master netting agreements with its 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. Further, all of the Company’s derivative contracts are centrally cleared and therefore are cash-settled on a daily basis which results in the derivative contracts having a fair value that approximates zero on a daily basis. The accounting for changes in the fair value (i.e., gains or losses) of a derivative instrument depends on whether it has been designated and qualifies as part of a hedging relationship and on the type of hedging relationship. All of the Company’s derivatives have not been designated as hedging instruments, and as such, changes in fair value of these derivatives are recognized in earnings immediately. The Company’s soybean positions are designed to hedge risk related to inventory purchases therefore the gains and losses on soybean instruments are recorded in cost of sales in the consolidated statements of operations. The Company’s meal and oil positions are designed to hedge risk related to sales transactions therefore the gains and losses on meal and oil instruments are recorded in revenues in the consolidated statements of operations. The Company classifies the cash effects of its derivatives within the “Cash Flows From Operating Activities” section of the consolidated statements of cash flows. |
Inventories | Inventories Inventories, primarily comprised of dry beans, seeds, grain, soybean meal, soybean oil, soybean flakes, soybean flour, fresh produce, and related packaging materials, are recorded at the lower of cost or net realizable value with cost determined on the first-in, first-out basis. Work in process inventory includes direct costs for land preparation, seed, planting, growing, and maintenance as well as 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 grain. We evaluate inventory balances for obsolescence on a regular basis based on the age of the inventory and our sales forecasts. We also determine the net realizable value of our inventory balances using projected selling prices for our products, market prices for the underlying agricultural markets, the age of products, our anticipated costs, and other factors, and compare those prices with the current weighted average costs of our inventories. If our costs are higher than the net realizable value, a valuation adjustment is recorded. Certain seed costs associated with products not yet commercialized are expensed to research and development. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful life of the respective assets. Leasehold improvements are depreciated over the shorter of their useful life or remaining term of the lease. Expenses for repairs and maintenance are expensed as incurred, and upon retirement or sale, the cost and related accumulated depreciation of the disposed assets are removed from the accounts and any resulting gain or loss is recognized in the consolidated statement of operations and comprehensive loss. Depreciation expense has been calculated using the following estimated useful lives: Furniture and fixtures 5-7 years Machinery, field and laboratory equipment 5-15 years Computer equipment 3-5 years Vehicles 3-7 years Buildings and building improvements 5-20 years Long-lived assets are reviewed for impairment whenever, in management’s judgement, conditions indicate a possible loss. Such impairment tests compare estimated undiscounted cash flows with the carrying value of the asset. If an impairment is indicated, the asset is written down to its fair value. The Company did not record any property or equipment impairments for the year ended December 31, 2021 or 2020. Spare Parts The Company maintains an inventory of spare parts at its processing plants for repairs and maintenance in the normal course of operations to minimize downtime. The spare parts are recorded at cost and assessed for obsolescence. As the spare parts are primarily composed of critical spares which generally do not turn within 12 months the Company classifies spare parts as a non-current asset and presents them in other assets. As of December 31, 2021 the Company had spare parts of $2,000. The Company did not maintain a spare parts inventory as of December 31, 2020. |
Leases | Leases The Company, at the inception of the contract, determines whether a contract is or contains a lease. For leases with terms greater than 12 months, the Company records the related operating or finance right of use asset and lease liability at the present value of lease payments over the lease term. Renewal options are not included in the measurement of the right of use assets and lease liabilities unless the Company is reasonably certain to exercise the optional renewal periods. Some leases also include early termination options, which can be exercised under specific conditions. Additionally, certain leases contain incentives, such as construction allowances from landlords. These incentives reduce the right-of-use asset related to the lease. Some of the Company’s leases contain rent escalations over the lease term. The Company recognizes expense for operating leases on a straight-line basis over the lease term. The Company recognizes interest expense and depreciation expense for finance leases. Depreciation expense for assets held under finance leases is computed using the straight-line method over the lease term or useful life for leases that contain a transfer of title or reasonably certain purchase option. Our lease agreements contain variable lease payments for increases in rental payment as a result of indexation, common area maintenance, utility, and maintenance charges. The Company has elected the practical expedient to combine lease and non-lease components for all asset categories. Therefore, the lease payments used to measure the lease liability for these leases include fixed minimum rentals along with fixed non lease component charges. The Company does not have significant residual value guarantees or restrictive covenants in the lease portfolio. Most of the Company’s leases do not provide a readily available implicit interest rate. Therefore, the Company estimates the incremental borrowing discount rate based on information available at lease commencement. The incremental borrowing rate represents an estimate of the market interest rate the Company would incur at lease commencement to borrow an amount equal to the lease payments on a collateralized basis over the term of a lease. |
Goodwill and Intangible Assets | 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 year ended December 31, 2021, the Company evaluated goodwill for impairment using a quantitative assessment for all reporting units concluding that goodwill was not impaired. During the year ended December 31, 2020, the Company used a qualitative assessment for one reporting unit and a quantitative assessment for all other reporting units resulting in a goodwill impairment charge of $4,832. During the year ended December 31, 2019, the Company evaluated goodwill for impairment using a qualitative assessment for all reporting units concluding it was not more likely than not that goodwill was impaired. Intangible assets consist primarily of customer relationships, trade names, employment agreements, technology licenses, developed or acquired technology, and in-process research and development (“IPRD”). 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. IPRD, consisting of seed germplasm, is considered an indefinite-lived intangible asset until the abandonment or completion of the associated research and development efforts. If abandoned, or our projections regarding the costs to complete the research and future revenues and cash flows require adverse revisions, the assets would be impaired. If the activities are completed, a determination is made regarding the useful lives of such assets and methods of amortization. During the year ended December 31, 2021 the associated research and development efforts were completed and the IPRD asset was moved to a definite lived intangible asset and renamed developed technology. Similar to goodwill, indefinite lived intangible assets are subject to an annual impairment test as of December 1, unless events indicate an interim test is required. During the year ended December 31, 2020, the Company evaluated IPRD for impairment using a qualitative assessment and concluded it was not more likely than not that impairment existed. In conjunction with business acquisitions, we obtain trade names and permits, enter into employment agreements, and gain access to the 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. Employment agreements are being amortized over the contractual period, which is 2 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 judgement, 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 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 the consolidated statement of operations and comprehensive loss. The Company did not record any definite lived intangible asset impairments for the years ended December 31, 2021, 2020 or 2019. |
Debt Issuance Costs | Debt Issuance Costs The Company capitalizes costs incurred in connection with new borrowings, the establishment or enhancement of credit facilities and the issuance of debt securities. These costs are amortized as an adjustment to interest expense over the life of the borrowing or term of the credit facility using the effective interest method. Debt issuance costs related to a recognized liability are presented in the balance sheet as a direct reduction from the carrying amount of that liability. The unamortized balance of deferred financing costs shown as a reduction from the carrying amount of the liability was $1,231 and $553 as of December 31, 2021 and 2020, respectively. Amortization of debt issuance costs was $206, $228 and $18 for the years ended December 31, 2021, 2020 and 2019, respectively. |
Warrant Liabilities | Warrant Liabilities We account for our Private Placement Warrants, Public Warrants, Notes Payable Warrants, and Convertible Notes Payable Warrants as derivative warrant liabilities in accordance with ASC 815 with the exception of the Notes Payable Warrants issued in connection with the Merger which qualify for equity treatment. Accordingly, we recognize the warrant instruments as liabilities at fair value and adjust the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the change in fair value of warrants in the consolidated statements of operations. The fair value of the Public Warrants is measured based on the closing price of the warrant traded on the NYSE while the Private Placement Warrants and Convertible Notes Payable Warrants issued are estimated at each measurement date using a Black-Scholes option pricing model, Monte Carlo simulation, or the closing price of the Company’s common stock for the Notes Payable Warrants which the holder has the ability to exercise at no cost upon expiration. |
Conversion Option Liability | Conversion Option Liability We account for the conversion option on our convertible term loans as a derivative liability in accordance with ASC 815 and therefore recognize the conversion option at fair value and adjust the liability to fair value at each reporting period. The liability is subject to re-measurement at each balance sheet date until exercised or expired, and any change in fair value is recognized in the consolidated statements of operations. The fair value of the conversion option is measured based on a Monte Carlo simulation. |
Redeemable Convertible Preferred Stock | Redeemable Convertible Preferred Stock Prior to the Merger, the Company recorded shares of redeemable convertible preferred stock at their respective fair values on the dates of issuance, net of issuance costs. The Company applied the guidance in ASC 480-10-S99-3A, Accounting for Redeemable Equity Instruments All redeemable convertible preferred stock previously classified as temporary equity was retroactively adjusted and reclassified to permanent equity as a result of the Merger. As a result of the Merger, each share of Legacy Benson Hill Preferred Stock that was then issued and outstanding was automatically converted into Legacy Benson Hill Common Stock, such that each converted share of Legacy Benson Hill Preferred Stock was no longer outstanding and ceased to exist. Each share of Legacy Benson Hill Common Stock, including the Legacy Benson Hill Common Stock issued upon conversion of Legacy Benson Hill Preferred Stock, was converted into and exchanged for 1.0754 (“the Exchange Ratio”) shares of New Benson Hill common stock (“New Benson Hill Common Stock”). The Exchange Ratio was established pursuant to the terms of the Merger Agreement. During the years ended December 31, 2021, 2020 and 2019, Legacy Benson Hill issued shares of Legacy Benson Hill Preferred Stock to new and existing investors for net proceeds of $0, $154,420 and $32,561, respectively. |
Fair Value | Fair Value 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. Fair value is defined as the exchange price that would be received for an asset or an exit price that would be paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. 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. There were no transfers between Level 1, Level 2, or Level 3 of the fair value hierarchy during the periods presented. |
Revenue Recognition | Revenue Recognition The policies described below represent the Company’s policies under ASC 605 and ASC 606 as there were not material changes to the Company’s policies as a result of the adoption on January 1, 2020 with the exception of any changes explicitly outlined. Product Sales We recognize revenue on a gross basis for product sales, consisting primarily of harvested produce, processed yellow pea, barley, soybeans, soybean meal, soybean oil, soybean flakes and soybean flour, at the point in time when obligations under the terms of a contract with the customer are satisfied. This generally occurs at the time of transfer of control of the product. In reaching this conclusion, the Company considers several control indicators of the timing of the transfer of control, including significant risks and rewards of ownership, physical possession, and the Company’s right to receive payment. Shipping and handling costs related to contracts with customers for product sales are accounted for as a fulfillment activity and not as a separate performance obligation to customers. In addition to selling our own farmed produce, we enter into consignment arrangements with produce growers and packers located outside of the U.S. and growers of certain perishable products in the U.S. Within these arrangements, the Company is acting as an agent and earns a stated commission and as such revenue is reported on a net basis representing the commissions earned in the Company’s consolidated statement of operations. For certain of these transactions, the Company is responsible for shipping and handling activities. When that is the case, revenue is recognized for those services as performed. Sales, use, value-added, and other excise taxes are excluded from the measurement of the transaction price. We generally do not allow a right of return. The Company’s disaggregated revenue is fully disclosed as revenues by reporting segment (See Note 22—Segment Information for additional information). Forward Purchase and Sales Contracts We enter into seed and grain production agreements (“Forward Purchase Contracts”) with seed producers and growers. The seed and grower contracts often require us to pay prices for the seed and grain produced at commodity futures market prices plus a premium. The grower has the option to fix their price with us throughout the term of the agreement. The grower contracts allow for delivery of grain to us at harvest if so specified when the agreement is executed, otherwise delivery occurs on a date that we elect through a specified date of the following year. We enter into sales contracts with grain and ingredients customers (“Forward Sales Contracts”) for the sale of soybeans, processed soybean products, and processed yellow pea. These sales contracts are for a fixed or determinable quantity at a fixed or determinable price and will be physically settled with the delivery of the underlying product. We designate all Forward Purchase Contracts and Forward Sales Contracts as normal purchases and normal sales and as a result are exempt from derivative accounting. |
Research and Development Expenses | Research and Development Expenses Research and development expenses consist of the costs of performing activities to discover and develop products and to advance our intellectual property. These costs consist primarily of employee-related expenses for personnel who research and develop our products, fees for contractors who support product development and breeding activities, expenses for trait validation, greenhouse and field trial expenses, purchasing materials and supplies for our laboratories, licensing, information technology expenses, and other costs associated with operating our own laboratories. Reimbursements of research and development costs from governmental or other third-party grants are recognized as a reduction of research and development expense. For the years ended December 31, 2021, 2020 and 2019, the Company received grant reimbursement of $479, $1,016 and $1,142, respectively. |
Patents | Patents We expense patent costs, including related legal costs, as incurred. Costs to maintain, in-license, and defend patents are recorded as selling, general and administrative expenses on the statements of operations and comprehensive loss. Costs to write and support the research for filing patents are recorded as research and development expenses on the statements of operations and comprehensive loss. |
Stock-Based Compensation | Stock-Based Compensation We measure all stock options and restricted stock units (“RSUs”) granted to employees and directors based on the fair value on the date of the grant and recognize compensation expense of those awards over the requisite service period, which is generally the vesting period of the respective awards or the derived service period for awards with market performance vesting conditions. We recognize forfeitures of awards as they occur. We classify stock-based compensation expense in our consolidated statement of operations and comprehensive loss as research and development and selling, general and administrative expenses as this is consistent with the manner in which the award recipient’s payroll costs are classified. Stock Options The fair value of each stock option grant is estimated on the date of grant using the Black-Scholes option-pricing model. As we recently became a public company and do not have a meaningful trading history for our common stock, we estimate our expected stock volatility based on the historical volatilities of the common stock of comparable publicly traded companies and expect to continue to do so until such time as we have adequate historical data regarding the volatility of our own common stock. The expected term of our stock options has been determined utilizing the “simplified” method for awards that qualify as “plain-vanilla” options. The risk-free interest rate is determined by reference to the U.S. Treasury yield curve in effect at the time of grant of the award from a time period approximately equal to the expected term of the award. Expected dividend yield is zero based on the fact that we have never paid cash dividends and do not expect to pay any cash dividends in the foreseeable future. Restricted Stock Units The fair value of restricted stock units (“RSUs”) with only service-based vesting conditions are estimated on the date of grant based on the closing price of the Company’s common stock while the fair value of RSUs with service-based and market performance vesting conditions are estimated on the date of grant using a Monte Carlo simulation. As we recently became a public company and do not have a meaningful trading history for our common stock, we estimate our expected stock volatility based on the historical volatilities of the common stock of comparable publicly traded companies and expect to continue to do so until such time as we have adequate historical data regarding the volatility of our own common stock. The risk-free interest rate is determined by reference to the U.S. Treasury yield curve in effect at the time of grant of the award from a time period approximately equal to the expected term of the award. Expected dividend yield is zero based on the fact that we have never paid cash dividends and do not expect to pay any cash dividends in the foreseeable future. |
Income Taxes | Income Taxes Income taxes are accounted for using the asset and liability method. Under this method, deferred tax assets and liabilities are determined based on temporary differences between the financial statement basis and tax basis of assets and liabilities and net operating loss and credit carryforwards using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are established when it is more likely than not that some portion of the deferred tax assets will not be realized. When uncertain tax positions exist, the Company recognizes the tax benefit of tax positions to the extent that some or all of the benefit will more likely than not be realized. The determination as to whether the tax benefit will more likely than not be realized is based upon the technical merits of the tax position, as well as consideration of the available facts and circumstances. |
Significant Concentrations and Credit Risk | Significant Concentrations and Credit Risk Financial instruments that potentially expose us to concentrations of credit risk consist primarily of cash and cash equivalents, marketable securities, accounts receivable, and Forward Purchase Contracts. We have cash and cash equivalents and marketable securities at accredited financial institutions and, at times, maintain balances in excess of insured limits but believe such credit risk is minimal. Concentrations of credit risk associated with unsecured accounts receivable may vary between years because of the nature of our business. Our customers primarily consist of businesses operating in the agriculture industry, including retailers that sell our produce, consumer package goods manufacturers that incorporate our ingredients. For the year ended December 31, 2021, one customer generated greater than 10% of consolidated revenue for a total of $27,493. For the year ended December 31, 2020, one customer generated greater than 10% of consolidated revenue for a total of $15,270. For the year ended December 31, 2019, four customers each generated greater than 10% of consolidated revenue for a total of $38,151. |
Foreign Currency Translation | Foreign Currency Translation The financial statements for our ex-U.S. operations, primarily comprising licensing arrangements and research and development activities in Brazil and Canada, respectively, are translated to U.S. dollars at current exchange rates. For assets and liabilities, the fiscal year-end rate is used. For revenues, expenses, gains, and losses, an approximation of the average rate for the period is used. Unrealized currency adjustments in the consolidated financial statements are accumulated in equity as a component of accumulated other comprehensive loss. The Company has entered into a limited number of operation support contracts with vendors with payments denominated in foreign currencies. We are subject to foreign currency transaction gains or losses on our contracts denominated in foreign currencies. Gains and losses resulting from foreign currency transactions are separately reflected in the consolidated statement of comprehensive loss. To date, foreign currency transaction gains and losses have not been material to our financial statements. |
Recently Adopted Accounting Guidance And Recently Issued Accounting Guidance Not Yet Effective | Recently Adopted Accounting Guidance In December 2019, the FASB issued ASU 2019-12, Income Taxes (“ASU 2019-12”). ASU 2019-12 eliminates certain exceptions related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. ASU 2019-12 is effective for public companies for fiscal years beginning after December 15, 2020, and interim periods therein with early adoption permitted. The Company adopted this ASU in the first quarter of 2021 with no impact to the Company’s financial statements. Recently Issued Accounting Guidance Not Yet Effective In June 2016, the FASB issued ASU 2016-13, Financial Instruments In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform In August 2020, the FASB issued ASU 2020-06, Debt Derivatives and Hedging |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Summary of Significant Accounting Policies | |
Estimated Useful Lives | Depreciation expense has been calculated using the following estimated useful lives: Furniture and fixtures 5-7 years Machinery, field and laboratory equipment 5-15 years Computer equipment 3-5 years Vehicles 3-7 years Buildings and building improvements 5-20 years Components of property and equipment consist of the following: December 31, 2021 2020 Land $ 7,545 $ 342 Furniture and fixtures 3,116 2,732 Machinery, field, and laboratory equipment 72,283 7,393 Computer equipment 2,041 1,288 Vehicles 2,660 1,288 Buildings and building improvements 36,732 25,259 Construction in progress 18,158 1,355 142,535 39,657 Less accumulated depreciation (15,650) (8,033) Property and equipment, net $ 126,885 $ 31,624 |
Business Combinations (Tables)
Business Combinations (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule Of Recapitalization | Recapitalization Cash—STPC trust and working capital cash $ 95,318 Cash—PIPE Financing 225,000 Non-cash net assets assumed from STPC 642 Less: fair value of assumed common stock Public Warrants and Private Placement Warrants (50,850) Less: transaction costs allocated to equity (36,770) Net impact on total stockholders’ equity $ 233,340 Less: cash payments for transaction costs at Closing (34,940) Less: non-cash net assets assumed from STPC (642) Add: transaction costs allocated to equity 36,770 Add: fair value of assumed common stock Public Warrants and Private Placement Warrants 50,850 Net impact on net cash provided by financing activities $ 285,378 Less: transaction costs included in net cash used in operating activities (a) (11,693) Total net increase in cash and cash equivalents $ 273,685 (a) Including transaction costs in the amount of $3,926 allocated to the Public Warrants and Private Placement Warrants which were expensed. |
Schedule of Acquired Assets and Liabilities | The acquisition of the food grade white flake and soy flour manufacturing facility was accounted for as a business combination, and accordingly, the acquired assets and liabilities were recorded at their preliminary estimated fair value, as presented below: Estimated Fair Value at December 30, 2021 Assets: Cash and cash equivalents $ 56 Accounts receivable 10,729 Inventories 18,209 Prepaid expenses and other current assets 3,627 Property and equipment 60,000 Right of use asset 853 Other assets 2,000 Identified intangible assets 11,000 Goodwill 6,045 Total assets acquired $ 112,519 Liabilities: Accounts payable 4,661 Lease liability 853 Accrued expenses and other liabilities 4,940 Total liabilities assumed $ 10,454 Total purchase price $ 102,065 Fair Value at September 17, 2021 Assets: Inventories $ 3,932 Property and equipment 7,875 Right of use asset 785 Identified intangible assets 380 Goodwill 2,380 Total assets acquired $ 15,352 Liabilities: Accounts payable — Lease liability 785 Accrued expenses and other liabilities — Total liabilities assumed $ 785 Total purchase price $ 14,567 Fair Value at May 31, 2019 Assets: Accounts receivable $ 7,827 Inventories 1,814 Prepaid expenses and other current assets 612 Property and equipment 4,033 Right of use asset 1,345 Identified intangible assets 8,950 Goodwill 1,878 Total assets acquired $ 26,459 Liabilities: Accounts payable 8,294 Lease liability 1,345 Accrued expenses and other liabilities 2,562 Total liabilities assumed $ 12,201 Total purchase price $ 14,258 Fair Value at February 7, 2019 Assets: Accounts receivable $ 247 Inventories 70 Property and equipment 785 Right of use asset 33 IPRD 4,710 Goodwill 9,260 Total assets acquired $ 15,105 Liabilities: Accounts payable 1,047 Lease liability 33 Deferred revenue 211 Total liabilities assumed $ 1,291 Total purchase price $ 13,814 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Financial Instruments Measured at Fair Value | The following tables provide the financial instruments measured at fair value on a recurring basis based on the fair value hierarchy: December 31, 2021 Level 1 Level 2 Level 3 Total Assets U.S. treasury securities $ — $ — $ — $ — Corporate bonds — 82,086 — 82,086 Preferred stock — 21,603 — 21,603 Marketable securities $ — $ 103,689 $ — $ 103,689 Liabilities Warrant liabilities $ 12,377 $ — $ 33,674 $ 46,051 Conversion option liability — — 8,783 8,783 Total liabilities $ 12,377 $ — $ 42,457 $ 54,834 December 31, 2020 Level 1 Level 2 Level 3 Total Assets U.S. treasury securities $ 76 $ — $ — $ 76 Corporate bonds — 100,258 — 100,258 Preferred stock — — — — Marketable securities $ 76 $ 100,258 $ — $ 100,334 Liabilities Warrant liabilities $ — $ — $ 5,241 $ 5,241 |
Summary of Change in Preferred Stock Warrant Liability Categorized as Level 3 | The following table summarizes the change in the warrant and conversion option liabilities categorized as level 3 for the years ended December 31, 2021 and 2020. Year Ended December 31, 2021 Balance, beginning of period $ 5,241 Issuance of Notes Payable Warrants and Convertible Notes Payable Warrants 6,663 Issuance of Convertible Notes Payable conversion option 8,783 Assumption of Private Placement Warrants upon Merger 34,045 Change in estimated fair value (7,699) Conversion of Notes Payable Warrants upon Merger (4,576) Balance, end of period $ 42,457 Year Ended December 31, 2020 Balance, beginning of period $ — Issuance of Notes Payable Warrants 4,580 Change in estimated fair value 661 Balance, end of period $ 5,241 |
Investments in Available-for-_2
Investments in Available-for-Sale Securities (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Investments, Debt and Equity Securities [Abstract] | |
Summary of Securities Classified as Available-for-Sale | These securities are classified as available-for-sale and, accordingly, the unrealized gains and losses are recorded through other comprehensive income and loss. December 31, 2021 Gross Unrealized Gross Unrealized Cost Basis Gains Losses Fair Value U.S government and agency securities $ — $ — $ — $ — Corporate notes and bonds 82,007 572 (493) 82,086 Preferred stock 21,553 126 (76) 21,603 Total investments $ 103,560 $ 698 $ (569) $ 103,689 December 31, 2020 Gross Unrealized Gross Unrealized Cost Basis Gains Losses Fair Value U.S government and agency securities $ 75 $ 1 $ — $ 76 Corporate notes and bonds 100,235 242 (219) 100,258 Preferred stock — — — — Total investments $ 100,310 $ 243 $ (219) $ 100,334 |
Derivatives (Tables)
Derivatives (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Derivative Contracts | The Company’s derivative contracts as of December 31, 2021 were as follows: Liability Asset Derivative Derivative Soybeans $ 18 $ 48 Soybean oil 5 1 Soybean meal — 1,228 Effect of daily cash settlement (23) (1,277) Net derivatives as classified in the balance sheet $ — $ — |
Schedule of Pre-tax Gains (Losses) | The tables below show the amounts of pre-tax gains and losses related to the Company’s derivatives Year Ended December 31, 2021 Gain (loss) Unrealized (loss) Total (loss) gain realized on gain on recognized in derivatives derivatives income Soybeans $ 211 $ (30) $ 181 Soybean oil 1,148 4 1,152 Soybean meal (680) (1,228) (1,908) Total $ 679 $ (1,254) $ (575) |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories | Inventories consist of the following: December 31, 2021 2020 Raw materials and supplies $ 20,578 $ 2,263 Work-in-process 11,580 5,348 Finished goods 16,566 5,429 Total inventories $ 48,724 $ 13,040 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Depreciation expense has been calculated using the following estimated useful lives: Furniture and fixtures 5-7 years Machinery, field and laboratory equipment 5-15 years Computer equipment 3-5 years Vehicles 3-7 years Buildings and building improvements 5-20 years Components of property and equipment consist of the following: December 31, 2021 2020 Land $ 7,545 $ 342 Furniture and fixtures 3,116 2,732 Machinery, field, and laboratory equipment 72,283 7,393 Computer equipment 2,041 1,288 Vehicles 2,660 1,288 Buildings and building improvements 36,732 25,259 Construction in progress 18,158 1,355 142,535 39,657 Less accumulated depreciation (15,650) (8,033) Property and equipment, net $ 126,885 $ 31,624 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Schedule of Lease Costs | Lease costs are included within cost of sales, selling, general and administrative expenses, and research and development on the consolidated statements of income and comprehensive loss. 2021 2020 2019 Lease cost Finance lease cost: Amortization of right-of-use assets $ 3,901 $ 1,809 $ 51 Interest on lease liabilities 3,916 1,704 7 Operating lease cost 1,263 1,741 1,151 Short-term lease cost 1,982 2,055 1,684 Variable lease cost 1,296 435 80 Total lease cost $ 12,358 $ 7,744 $ 2,973 |
Schedule of Components of Operating and Finance Lease Right of use Assets and Liabilities | Operating and finance lease right of use assets and liabilities as of the balance sheet dates are as follows: 2021 2020 Assets Finance lease right-of-use assets $ 72,469 $ 31,888 Operating lease right-of-use assets 4,983 2,229 Liabilities Current Finance lease liabilities $ 1,045 $ 602 Operating lease liabilities 1,377 1,025 Noncurrent Finance lease liabilities $ 76,712 $ 32,909 Operating lease liabilities 2,442 1,073 Lease term and discount rate consisted of the following as of December 31: 2021 2020 Weighted-average remaining lease term (years): Finance leases 14.2 10.5 Operating leases 4.4 3.2 Weighted-average discount rate: Finance leases 9.2 % 8.7 % Operating leases 7.0 % 6.9 % |
Schedule of Supplemental Cash Flow | Supplemental cash flow and other information related to leases for each of the periods ended December 31 were as follows: 2021 2020 2019 Other information Cash paid for amounts included in measurement of liabilities: Operating cash flows from operating leases $ 2,456 $ 3,612 $ 2,245 Operating cash flows from finance leases 3,332 1,472 7 Financing cash flows from finance leases 703 88 60 Right-of-use assets obtained in exchange for new lease liabilities: Finance leases $ 46,021 $ 33,523 $ — Operating leases 2,874 1,447 1,992 |
Schedule of Future Minimum Lease Payments | The table below reconciles the undiscounted future minimum lease payments (displayed by year and in the aggregate) under noncancellable operating leases with terms of more than one year to the total operating and finance lease liabilities recognized on the consolidated balance sheet as of December 31, 2021. Finance Lease Operating Lease 2022 $ 5,985 $ 1,540 2023 8,206 880 2024 10,731 719 2025 10,921 484 2026 11,107 322 Thereafter 104,693 531 Total lease payments 151,643 4,476 Less: NPV discount 73,886 657 Present value of lease liabilities $ 77,757 $ 3,819 |
Schedule of Future Minimum Lease Payments | 2021 2020 2019 Other information Cash paid for amounts included in measurement of liabilities: Operating cash flows from operating leases $ 2,456 $ 3,612 $ 2,245 Operating cash flows from finance leases 3,332 1,472 7 Financing cash flows from finance leases 703 88 60 Right-of-use assets obtained in exchange for new lease liabilities: Finance leases $ 46,021 $ 33,523 $ — Operating leases 2,874 1,447 1,992 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill and Intangible Assets | Information regarding our goodwill and intangible assets are as follows: Useful Life Gross Amount Accumulated Amortization Net December 31, 2021 Goodwill Indefinite $ 17,685 $ — $ 17,685 Customer relationships 15 years 14,686 (1,634) 13,052 Trade names 10 years 4,355 (643) 3,712 Developed and acquired technology 15 years 7,710 (362) 7,348 Permits 10 years 880 (13) 867 $ 45,316 $ (2,652) $ 42,664 Useful Life Gross Amount Accumulated Amortization Net December 31, 2020 Goodwill Indefinite $ 9,260 $ — $ 9,260 Customer relationships 15 years 9,186 (1,021) 8,165 Trade names 10 years 2,355 (407) 1,948 Employment agreements 2 years 436 (436) — IPRD Indefinite 4,710 — 4,710 $ 25,947 $ (1,864) $ 24,083 |
Schedule of Future Amortization Of Intangible Assets | As of December 31, 2021, future amortization of intangible assets is estimated as follows: Amount Year ending December 31: 2022 $ 2,066 2023 2,064 2024 2,064 2025 2,064 2026 2,064 Thereafter 14,657 $ 24,979 |
Schedule of Weighted Average Amortization Period | The weighted average amortization period in total and by intangible asset class as of December 31, 2021 is as follows: Customer relationships 13.5 years Trade names 8.8 years Developed technology 13.2 years Permits 9.9 years Total 12.6 years |
Other Current Assets (Tables)
Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Other Current Assets | Prepaid expenses and other current assets consist of the following: December 31, 2021 2020 Prepaid expenses $ 9,325 $ 1,636 Contract asset 2,588 450 Derivative margin asset 3,273 — Tax receivable 2,254 55 Deposits 650 411 Commitment asset 416 — Other 1,747 509 $ 20,253 $ 3,061 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities consist of the following: December 31, 2021 2020 Payroll and employee benefits $ 9,144 $ 2,951 Insurance premiums 4,099 — Litigation — 2,675 Professional services 2,517 1,812 Research and development 1,043 700 Inventory 3,168 1,029 Interest 178 364 Contract liability 2,652 — Other 3,970 2,784 $ 26,771 $ 12,315 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | December 31, 2021 2020 DDB Term Loan, due April 2024 $ 8,531 $ 9,916 DDB Equipment Loan, due April 2024 1,925 2,625 Notes Payable, due May 2024 — 19,768 Convertible Notes Payable, due January 2025 80,000 — Creston Note Payable, due August 2022 5,000 — Notes payable, varying maturities through June 2026 313 356 DDB Revolver 47 — Less: unamortized debt discount and debt issuance costs (11,665) (2,855) 84,151 29,810 Less: DDB Revolver (47) — Less: current maturities of long-term debt (6,934) (5,466) Long-term debt $ 77,170 $ 24,344 |
Schedule of Maturities of Long-term Debt | The contractual maturities of debt as of December 31, 2021 are as follows: Amount Year ending December 31: 2022 $ 6,980 2023 38,605 2024 46,857 2025 3,360 2026 14 Thereafter — $ 95,816 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income (Loss) Before Income Taxes | The components of income (loss) before income taxes for the years ended December 31 consists of the following: 2021 2020 2019 Domestic operations $ (125,555) $ (67,232) $ (43,808) Foreign operations (461) 121 (83) Total loss before income taxes $ (126,016) $ (67,111) $ (43,891) |
Schedule of Provision for Income Taxes | The provision for income taxes for the years ended December 31 consists of the following: 2021 2020 2019 Current: Federal $ — $ — $ — State — 7 — Foreign (63) 41 19 Total current (63) 48 19 Deferred: Federal 54 — — State 43 — — Foreign 197 — — Total deferred 294 — — Income tax expense $ 231 $ 48 $ 19 |
Schedule of Reconciliation of Income Tax Provision | Reconciliation of the Federal statutory income tax provision for the Company’s effective income tax provision for the years ended December 31: 2021 2020 2019 Tax at federal statutory rate $ (26,463) $ (14,026) $ (9,215) State taxes, net of federal effect (2,593) (2,197) (1,117) Non-deductible items 644 818 159 R&D Credit (2,442) (1,289) (666) Valuation allowance 31,035 16,366 10,618 Warrant revaluation (3,682) 173 — Transaction costs 2,900 — — Prior loss limitations 672 — — Other, net 160 203 240 Provision for income taxes $ 231 $ 48 $ 19 |
Schedule of Deferred Tax Assets and Deferred Tax Liabilities | The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities as of December 31 are presented as follows: 2021 2020 Deferred tax assets: Net operating losses and tax credits $ 52,898 $ 32,190 R&D credits 6,672 3,620 Interest limitation carryover 3,683 1,345 Intangible assets 11,168 971 Right of use lease liabilities 20,254 9,359 Other 3,610 1,589 Gross deferred tax assets 98,285 49,074 Less valuation allowance (67,748) (36,713) Net deferred tax assets $ 30,537 $ 12,361 2021 2020 Deferred tax liabilities: Right of use assets $ (18,952) $ (8,948) Property and equipment (11,580) (2,697) Other (299) (716) Gross deferred tax liabilities (30,831) (12,361) Net deferred tax liability $ (294) $ — |
Comprehensive Loss (Tables)
Comprehensive Loss (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Schedule of Accumulated Other Comprehensive Income | The following table shows changes in accumulated other comprehensive income (loss) (“AOCI”) by component for the years ended 2021, 2020 and 2019: Unrealized Cumulative Gains/(Losses) Foreign on Currency Marketable Translation Securities Total Balance as of December 31, 2018 $ (133) $ (416) $ (549) Other comprehensive (loss) income before reclassifications (21) 374 353 Amounts reclassified from AOCI — (17) (17) Other comprehensive (loss) income (21) 357 336 Balance as of December 31, 2019 (154) (59) (213) Other comprehensive loss before reclassifications (226) (109) (335) Amounts reclassified from AOCI — 223 223 Other comprehensive (loss) income (226) 114 (112) Balance as of December 31, 2020 (380) 55 (325) Other comprehensive income before reclassifications 4 (1,813) (1,809) Amounts reclassified from AOCI — 1,031 1,031 Other comprehensive (loss) income 4 (782) (778) Balance as of December 31, 2021 $ (376) $ (727) $ (1,103) |
Loss Per Common Share (Tables)
Loss Per Common Share (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Anti-dilutive Common Share Equivalents | The weighted average share impact of warrants, stock options, and restricted stock units that were excluded from the calculation of diluted shares outstanding due to the Company incurring a net loss for the years ended December 31, 2021, 2020 and 2019 were as follows: Anti-dilutive common share equivalents: 2021 2020 2019 Warrants 577 75 55 Stock options 6,773 2,090 1,891 Restricted stock units 116 — — Total anti-dilutive common share equivalents 7,466 2,165 1,946 |
Reconciliation of Basic and Diluted Loss per Common Share | The following table provides the reconciliation of net loss attributable to common stockholders and basic and diluted loss per common share by outlining the numerators and denominators of the computations for the years ended December 31: 2021 2020 2019 Numerator: Net loss $ (126,247) $ (67,159) $ (43,910) Denominator: Weighted average common shares outstanding, basic and diluted 121,838 83,295 67,707 Net loss per common share, basic and diluted $ (1.04) $ (0.81) $ (0.65) |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Stock Options Assumptions | The grant date fair value for the Company’s stock options granted under the 2012 Plan for the years ended December 31, 2021 and 2020, respectively, were based on the following assumptions used within the Black-Scholes option pricing model: Year Ended December 31, 2021 2020 Expected dividend yield 0 % 0 % Expected volatility 63 % 58 % Risk-free interest rate 0.7 % 1.0 % Expected term in years 6.1 years 6.2 years Weighted average grant date fair value $ 1.49 $ 0.81 |
Schedule of Share-based Payment Arrangement Option Activity | The following is a summary of stock option information and weighted average exercise prices under the 2012 Plan: Weighted Options Average Exercise Outstanding Price per Share Balance as of December 31, 2020 7,635 $ 0.98 Granted 6,748 2.44 Exercised (913) 0.64 Cancelled and forfeited (1,234) 1.55 Expired (126) 1.22 Balance as of December 31, 2021 12,110 $ 1.76 The following is a summary of stock option information and weighted average grant date fair values under the 2012 Plan: Weighted Average Options Grant Date Outstanding Fair Value Nonvested as of December 31, 2020 3,729 $ 1.16 Granted 6,748 2.44 Vested (1,846) 1.77 Cancelled and forfeited (1,360) 1.51 Nonvested Balance as of December 31, 2021 7,271 $ 2.14 |
Schedule of RSUs activity and weighted average grant-date fair value | Information regarding the RSUs activity and weighted average grant-date fair value follows: Time Based Awards Market Based Performance Awards Weighted Weighted Average Grant Average Grant RSUs Date Fair Value RSUs Date Fair Value Balance as of December 31, 2020 — $ — — $ — Granted 226 8.28 1,749 6.14 Vested — — — — Cancelled and forfeited — — (67) 6.14 Balance as of December 31, 2021 226 $ 8.28 1,682 $ 6.14 |
Common Stock (Tables)
Common Stock (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Schedule of Stock Reserved for Future Issuance | Shares of common stock available for future issuance along with a reconciliation of shares issued or issuable are as follows as of December 31, 2021: Common stock issued 178,089 Options granted and outstanding 12,110 Warrants granted and outstanding 18,398 RSUs granted and outstanding 1,908 Total 210,505 Maximum number of shares available for issuance 229,495 Shares authorized 440,000 |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
Schedule of Segment Information | Adjusted Year Ended December 31, 2021 Revenue EBITDA Ingredients $ 90,654 $ (29,592) Fresh 56,266 (3,069) Unallocated and other 292 (47,719) Total segment results $ 147,212 $ (80,380) Adjustments to reconcile consolidated net loss to Adjusted EBITDA: Consolidated net loss $ (126,247) Interest expense, net 4,490 Income tax expense (benefit) 231 Depreciation and amortization 12,817 Stock-based compensation 7,183 Change in fair value of warrants (12,127) Other non-recurring costs, including acquisition costs 3,994 Employee retention credit (2,226) Merger transaction costs 11,693 Non-recurring public company readiness costs 5,265 Loss on extinguishment of debt 11,742 South America seed production costs 2,805 Total Adjusted EBITDA $ (80,380) Adjusted Year Ended December 31, 2020 Revenue EBITDA Ingredients $ 58,566 $ (7,999) Fresh 55,278 218 Unallocated and other 504 (38,690) Total segment results $ 114,348 $ (46,471) Adjustments to reconcile consolidated net loss to Adjusted EBITDA: Consolidated net loss $ (67,159) Interest expense, net 6,708 Income tax (expense) benefit 48 Depreciation and amortization 7,504 Stock-based compensation 1,010 Change in fair value of warrants 661 Other non-recurring costs, including acquisition costs (75) Impairment of goodwill 4,832 Total Adjusted EBITDA $ (46,471) Adjusted Year Ended December 31, 2019 Revenue EBITDA Ingredients $ 49,193 $ 2,239 Fresh 28,573 (1,253) Unallocated and other 1,757 (36,247) Total segment results $ 79,523 $ (35,261) Adjustments to reconcile consolidated net loss to Adjusted EBITDA: Consolidated net loss $ (43,910) Interest expense, net 195 Income tax (expense) benefit 19 Depreciation and amortization 3,790 Stock-based compensation 644 Other non-recurring costs, including acquisition costs 4,001 Total Adjusted EBITDA $ (35,261) |
Description of Business (Detail
Description of Business (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Mar. 28, 2022 | |
Debt Instrument [Line Items] | ||||
Net loss | $ 126,247 | $ 67,159 | $ 43,910 | |
Net cash used in operating activities | 117,750 | 52,678 | 44,353 | |
Capital expenditures | 31,490 | 9,855 | $ 6,841 | |
Accumulated deficit | (280,569) | (154,322) | ||
Term debt and notes payable | 84,151 | 29,810 | ||
Cash and cash equivalents | 78,963 | 9,743 | ||
Marketable securities | 103,689 | $ 100,334 | ||
Cash and marketable securities | 182,652 | |||
Subsequent Event | ||||
Debt Instrument [Line Items] | ||||
Subscription agreements | $ 81,100 | |||
Term debt and notes payable | ||||
Debt Instrument [Line Items] | ||||
Term debt and notes payable | $ 84,104 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Accounts Receivable (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Summary of Significant Accounting Policies | ||
Amounts reserved for doubtful accounts | $ 414 | $ 177 |
Revenues | 100,000 | |
Outstanding securities | $ 700,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Property and equipment estimated useful lives (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Jun. 30, 2021 | |
Property, Plant and Equipment [Line Items] | ||
Revenues | $ 100 | |
Outstanding securities | 700 | |
Common stock held in trust | $ 250 | |
Convertible Debt Securities | ||
Property, Plant and Equipment [Line Items] | ||
Convertible debt | $ 1,000 | |
Minimum | Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment estimated useful lives | 5 years | |
Minimum | Machinery, field and laboratory equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment estimated useful lives | 5 years | |
Minimum | Computer equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment estimated useful lives | 3 years | |
Minimum | Vehicles | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment estimated useful lives | 3 years | |
Minimum | Buildings and building improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment estimated useful lives | 5 years | |
Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Revenues | $ 1,070 | |
Common stock held in trust | $ 700 | |
Maximum | Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment estimated useful lives | 7 years | |
Maximum | Machinery, field and laboratory equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment estimated useful lives | 15 years | |
Maximum | Computer equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment estimated useful lives | 5 years | |
Maximum | Vehicles | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment estimated useful lives | 7 years | |
Maximum | Buildings and building improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment estimated useful lives | 20 years |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Spare Parts (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Summary of Significant Accounting Policies | |
Spare parts | $ 2,000 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Goodwill and Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | 24 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2021 | |
Finite-Lived Intangible Assets [Line Items] | ||||
Impairment of goodwill | $ 0 | $ 4,832 | $ 0 | |
Definite lived intangible asset impairments | $ 0 | $ 0 | $ 0 | |
Trade names | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Preliminary estimated useful life | 10 years | 10 years | ||
Employment agreements | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Preliminary estimated useful life | 2 years | 2 years | ||
Customer relationships | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Preliminary estimated useful life | 15 years | 15 years | 15 years |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Debt Issuance Costs (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Summary of Significant Accounting Policies | |||
Deferred financing costs | $ 1,231 | $ 553 | |
Amortization related to financing activities | $ 206 | $ 228 | $ 18 |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies - Redeemable Convertible Preferred Stock (Details) $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Sep. 29, 2021 | Feb. 29, 2020 | |
Class of Stock [Line Items] | |||||
Exchange ratio | 1.0754 | 1.0754 | |||
Net proceeds | $ 0 | $ 154,420 | $ 32,561 | ||
Legacy Benson Hill Preferred Stock | |||||
Class of Stock [Line Items] | |||||
Net proceeds | $ 0 | $ 154,420 | $ 32,561 |
Summary of Significant Accou_10
Summary of Significant Accounting Policies - Stock-Based Compensation (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Stock options | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected dividend yield | $ 0 |
Restricted stock units | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected dividend yield | $ 0 |
Summary of Significant Accou_11
Summary of Significant Accounting Policies - Research and Development Expenses (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Summary of Significant Accounting Policies | |||
Grants received | $ 479 | $ 1,016 | $ 1,142 |
Summary of Significant Accou_12
Summary of Significant Accounting Policies - Significant Concentrations and Credit Risk (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Concentration Risk [Line Items] | |||
Revenues | $ 147,212 | $ 114,348 | $ 79,523 |
Customer concentration | Revenue | One Customer | |||
Concentration Risk [Line Items] | |||
Revenues | $ 27,493 | $ 15,270 | |
Customer concentration | Revenue | Four customers | |||
Concentration Risk [Line Items] | |||
Revenues | $ 38,151 |
Business Combinations - Narrati
Business Combinations - Narrative (Details) $ / shares in Units, shares in Thousands, $ in Thousands | Dec. 30, 2021USD ($) | Sep. 29, 2021USD ($)$ / sharesshares | Sep. 17, 2021USD ($) | Jan. 01, 2020USD ($) | May 31, 2019USD ($) | Feb. 07, 2019USD ($) | Jan. 01, 2019USD ($) | Dec. 31, 2021USD ($)$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2019USD ($) | Sep. 28, 2021$ / sharesshares | Feb. 29, 2020 |
Business Acquisition [Line Items] | ||||||||||||
Common stock, par value (in usd per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||
Exchange ratio | 1.0754 | 1.0754 | ||||||||||
Number of shares issued in transaction (in shares) | shares | 22,500 | |||||||||||
Purchase price (in usd per share) | $ / shares | $ 10 | |||||||||||
Consideration received on transaction | $ 225,000 | |||||||||||
Warrants (in shares) | shares | 1,908 | |||||||||||
All classes of capital stock (in shares) | shares | 441,000 | |||||||||||
Common stock, shares authorized (in shares) | shares | 440,000 | 440,000 | 128,467 | |||||||||
Redeemable convertible preferred stock, shares authorized (in shares) | shares | 1,000 | 1,000 | 105,922 | |||||||||
Redeemable convertible preferred stock, par value (in usd per shares) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||
Total net increase in cash and cash equivalents | $ 273,685 | |||||||||||
Cash consideration | $ 116,287 | $ 0 | $ 26,822 | |||||||||
Acquisition-related costs | 3,994 | 0 | 4,010 | |||||||||
Revenue | 17,031 | |||||||||||
Amortization expense | 1,218 | 1,124 | 841 | |||||||||
ZFS Creston | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Cash consideration | $ 102,065 | |||||||||||
Identified intangible assets | 11,000 | |||||||||||
Pro forma revenue | 276,877 | 216,082 | 166,777 | |||||||||
Pro forma net loss | 145,038 | $ 84,805 | 40,573 | |||||||||
Pro forma adjustments | 2,078 | |||||||||||
Acquisition-related costs | 2,078 | |||||||||||
ZFS Creston | Customer relationships | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Identified intangible assets | $ 5,500 | |||||||||||
Preliminary estimated useful life | 15 years | |||||||||||
ZFS Creston | Trade names | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Identified intangible assets | $ 2,000 | |||||||||||
Preliminary estimated useful life | 10 years | |||||||||||
ZFS Creston | Acquired Technology | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Identified intangible assets | $ 3,000 | |||||||||||
ZFS Creston | Permits | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Identified intangible assets | $ 500 | |||||||||||
Rose Acre Farms | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Cash consideration | $ 14,567 | |||||||||||
Identified intangible assets | $ 380 | |||||||||||
Preliminary estimated useful life | 10 years | |||||||||||
Pro forma revenue | $ 195,083 | $ 168,481 | 163,915 | |||||||||
Pro forma net loss | $ 70,352 | 42,075 | 125,660 | |||||||||
Pro forma adjustments | 361 | |||||||||||
Acquisition-related costs | 361 | |||||||||||
Amortization expense | $ 13 | |||||||||||
J&J | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Cash consideration | $ 14,258 | |||||||||||
Identified intangible assets | 8,950 | |||||||||||
Pro forma revenue | 109,937 | |||||||||||
Pro forma net loss | 40,786 | |||||||||||
Pro forma adjustments | 1,343 | |||||||||||
Revenue | $ 28,573 | |||||||||||
Amortization expense | $ 348 | |||||||||||
J&J | Customer relationships | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Identified intangible assets | 7,310 | |||||||||||
J&J | Trade names | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Identified intangible assets | $ 1,640 | |||||||||||
SGI | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Cash consideration | $ 13,814 | |||||||||||
Public Warrants | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Warrants (in shares) | shares | 10,063 | |||||||||||
Private Placement Warrants | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Warrants (in shares) | shares | 6,553 | |||||||||||
Legacy Benson Hill Common Stock | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Common stock, par value (in usd per share) | $ / shares | $ 0.001 |
Business Combinations - Schedul
Business Combinations - Schedule Of Recapitalization (Details) - USD ($) $ in Thousands | Sep. 29, 2021 | Dec. 31, 2021 |
Business Combination and Asset Acquisition [Abstract] | ||
Cash - STPC trust and working capital cash | $ 95,318 | |
Cash - PIPE Financing | 225,000 | |
Non-cash net assets assumed from STPC | 642 | |
Less: fair value of assumed common stock Public Warrants and Private Placement Warrants | (50,850) | |
Less: transaction costs allocated to equity | (36,770) | |
Net impact on total stockholders' equity | 233,340 | |
Less: cash payments for transaction costs at Closing | (34,940) | |
Less: non-cash net assets assumed from STPC | (642) | |
Add: transaction costs allocated to equity | 36,770 | |
Add: fair value of assumed common stock Public Warrants and Private Placement Warrants | 50,850 | |
Net impact on net cash provided by financing activities | 285,378 | |
Less: transaction costs included in net cash used in operating activities(a) | (11,693) | |
Total net increase in cash and cash equivalents | $ 273,685 | |
Transaction costs | $ 3,926 |
Business Combinations - Sched_2
Business Combinations - Schedule of Acquired Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 30, 2021 | Sep. 17, 2021 | Dec. 31, 2020 | May 31, 2019 | Feb. 07, 2019 |
Assets: | ||||||
Goodwill | $ 17,685 | $ 9,260 | ||||
ZFS Creston | ||||||
Assets: | ||||||
Cash and cash equivalents | $ 56 | |||||
Accounts receivable | 10,729 | |||||
Inventories | 18,209 | |||||
Prepaid expenses and other current assets | 3,627 | |||||
Property and equipment | 60,000 | |||||
Right of use asset | 853 | |||||
Other assets | 2,000 | |||||
Identified intangible assets | 11,000 | |||||
Goodwill | 6,045 | |||||
Total assets acquired | 112,519 | |||||
Liabilities: | ||||||
Accounts payable | 4,661 | |||||
Lease liability | 853 | |||||
Accrued expenses and other liabilities | 4,940 | |||||
Total liabilities assumed | 10,454 | |||||
Total purchase price | $ 102,065 | |||||
Rose Acre Farms | ||||||
Assets: | ||||||
Inventories | $ 3,932 | |||||
Property and equipment | 7,875 | |||||
Right of use asset | 785 | |||||
Identified intangible assets | 380 | |||||
Goodwill | 2,380 | |||||
Total assets acquired | 15,352 | |||||
Liabilities: | ||||||
Lease liability | 785 | |||||
Total liabilities assumed | 785 | |||||
Total purchase price | $ 14,567 | |||||
J&J | ||||||
Assets: | ||||||
Accounts receivable | $ 7,827 | |||||
Inventories | 1,814 | |||||
Prepaid expenses and other current assets | 612 | |||||
Property and equipment | 4,033 | |||||
Right of use asset | 1,345 | |||||
Identified intangible assets | 8,950 | |||||
Goodwill | 1,878 | |||||
Total assets acquired | 26,459 | |||||
Liabilities: | ||||||
Accounts payable | 8,294 | |||||
Lease liability | 1,345 | |||||
Accrued expenses and other liabilities | 2,562 | |||||
Total liabilities assumed | 12,201 | |||||
Total purchase price | $ 14,258 | |||||
SGI | ||||||
Assets: | ||||||
Accounts receivable | $ 247 | |||||
Inventories | 70 | |||||
Property and equipment | 785 | |||||
Right of use asset | 33 | |||||
IPRD | 4,710 | |||||
Goodwill | 9,260 | |||||
Total assets acquired | 15,105 | |||||
Liabilities: | ||||||
Accounts payable | 1,047 | |||||
Lease liability | 33 | |||||
Deferred revenue | 211 | |||||
Total liabilities assumed | 1,291 | |||||
Total purchase price | $ 13,814 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Cash and cash equivalents | $ 78,963 | $ 9,743 |
Contract asset | 2,588 | 450 |
Contract liability | 2,652 | |
Level 2 | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Contract asset | 2,354 | |
Contract liability | 2,652 | |
Level 3 | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair value of long-term debt | $ 85,163 | $ 30,510 |
Fair Value Measurements - Finan
Fair Value Measurements - Financial Instruments Measured at Fair Value (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Corporate bonds | ||
Assets | ||
Debt securities | $ 82,086 | $ 100,258 |
Preferred stock | ||
Assets | ||
Preferred stock | 21,603 | |
Recurring | ||
Assets | ||
Marketable securities | 103,689 | 100,334 |
Liabilities | ||
Total liabilities | 54,834 | |
Recurring | U.S. treasury securities | ||
Assets | ||
Debt securities | 76 | |
Recurring | Corporate bonds | ||
Assets | ||
Debt securities | 82,086 | 100,258 |
Recurring | Preferred stock | ||
Assets | ||
Preferred stock | 21,603 | |
Recurring | Warrant liabilities | ||
Liabilities | ||
Warrant liabilities | 46,051 | 5,241 |
Recurring | Conversion option liability | ||
Liabilities | ||
Conversion option liability | 8,783 | |
Recurring | Level 1 | ||
Assets | ||
Marketable securities | 76 | |
Liabilities | ||
Total liabilities | 12,377 | |
Recurring | Level 1 | U.S. treasury securities | ||
Assets | ||
Debt securities | 76 | |
Recurring | Level 1 | Warrant liabilities | ||
Liabilities | ||
Warrant liabilities | 12,377 | |
Recurring | Level 2 | ||
Assets | ||
Marketable securities | 103,689 | 100,258 |
Recurring | Level 2 | Corporate bonds | ||
Assets | ||
Debt securities | 82,086 | 100,258 |
Recurring | Level 2 | Preferred stock | ||
Assets | ||
Preferred stock | 21,603 | |
Recurring | Level 3 | ||
Liabilities | ||
Total liabilities | 42,457 | |
Recurring | Level 3 | Warrant liabilities | ||
Liabilities | ||
Warrant liabilities | 33,674 | $ 5,241 |
Recurring | Level 3 | Conversion option liability | ||
Liabilities | ||
Conversion option liability | $ 8,783 |
Fair Value Measurements - Unobs
Fair Value Measurements - Unobservable Input Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Warrant Liabilities | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance, beginning of period | $ 5,241 | |
Issuance of Notes Payable Warrants and Convertible Notes Payable Warrants | 6,663 | $ 4,580 |
Assumption of Private Placement Warrants upon Merger | 34,045 | |
Change in estimated fair value | (7,699) | 661 |
Conversion of Notes Payable Warrants upon Merger | (4,576) | |
Balance, end of period | 42,457 | $ 5,241 |
Conversion option liability | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Issuance of Notes Payable Warrants and Convertible Notes Payable Warrants | $ 8,783 |
Investments in Available-for-_3
Investments in Available-for-Sale Securities - Summary of Securities Classified as Available-for-Sale (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Equity Securities, FV-NI [Abstract] | ||
Cost Basis | $ 103,560 | $ 100,310 |
Gross Unrealized Gains | 698 | 243 |
Gross Unrealized Losses | (569) | (219) |
Fair Value | 103,689 | 100,334 |
U.S government and agency securities | ||
Debt securities | ||
Cost Basis | 75 | |
Gross Unrealized Gains | 1 | |
Fair Value | 76 | |
Corporate notes and bonds | ||
Debt securities | ||
Cost Basis | 82,007 | 100,235 |
Gross Unrealized Gains | 572 | 242 |
Gross Unrealized Losses | (493) | (219) |
Fair Value | 82,086 | $ 100,258 |
Preferred stock | ||
Equity Securities, FV-NI [Abstract] | ||
Cost Basis | 21,553 | |
Gross Unrealized Gains | 126 | |
Gross Unrealized Losses | (76) | |
Fair Value | $ 21,603 |
Investments in Available-for-_4
Investments in Available-for-Sale Securities - Narrative (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Investments, Debt and Equity Securities [Abstract] | ||
Fair value of investments with unrealized losses, less than a year | $ 48,098 | $ 25,923 |
Fair value of investments with unrealized losses, more than a year | 0 | $ 0 |
Marketable securities with maturity one year | 15,425 | |
Marketable securities maturity one to five years | 85,988 | |
Marketable securities maturity after five year | $ 2,276 |
Derivatives - Narrative (Detail
Derivatives - Narrative (Details) lb in Thousands, bu in Thousands, T in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021USD ($)bu | Dec. 31, 2021USD ($)lb | Dec. 31, 2021USD ($)T | |
Price Risk Derivatives [Line Items] | |||
Fair value, cash-settled on a daily basis | $ | $ 0 | $ 0 | $ 0 |
Current asset representing excess cash collateral posted to a margin account | $ | $ 2,504 | $ 2,504 | $ 2,504 |
Soybean contract | |||
Price Risk Derivatives [Line Items] | |||
Financial futures | 645 | ||
Aggregate notional volume | 260 | 46 | |
Soybean contract, settling in 2021 | |||
Price Risk Derivatives [Line Items] | |||
Financial futures | 620 | ||
Soybean contract, settling in 2022 | |||
Price Risk Derivatives [Line Items] | |||
Financial futures | 25 |
Derivatives - Derivative Contra
Derivatives - Derivative Contracts (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Asset Derivative | |
Effect of daily cash settlement | $ (23) |
Liability Derivative | |
Effect of daily cash settlement | (1,277) |
Soybeans | |
Asset Derivative | |
Soybeans | 18 |
Liability Derivative | |
Soybeans | 48 |
Soybean oil | |
Asset Derivative | |
Soybeans | 5 |
Liability Derivative | |
Soybeans | 1 |
Soybean meal | |
Liability Derivative | |
Soybeans | $ 1,228 |
Derivatives - Pre-tax Gains and
Derivatives - Pre-tax Gains and Losses (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Derivative [Line Items] | |
Gain (loss) realized on derivatives | $ 679 |
Unrealized (loss) gain on derivatives | (1,254) |
Total (loss) gain recognized in income | (575) |
Soybeans | |
Derivative [Line Items] | |
Gain (loss) realized on derivatives | 211 |
Unrealized (loss) gain on derivatives | (30) |
Total (loss) gain recognized in income | 181 |
Soybean oil | |
Derivative [Line Items] | |
Gain (loss) realized on derivatives | 1,148 |
Unrealized (loss) gain on derivatives | 4 |
Total (loss) gain recognized in income | 1,152 |
Soybean meal | |
Derivative [Line Items] | |
Gain (loss) realized on derivatives | (680) |
Unrealized (loss) gain on derivatives | (1,228) |
Total (loss) gain recognized in income | $ (1,908) |
Inventories (Details)
Inventories (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Inventory Disclosure [Abstract] | ||
Raw materials and supplies | $ 20,578 | $ 2,263 |
Work-in-process | 11,580 | 5,348 |
Finished goods | 16,566 | 5,429 |
Total inventories | $ 48,724 | $ 13,040 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | $ 142,535 | $ 39,657 | |
Less accumulated depreciation | (15,650) | (8,033) | |
Property and equipment, net | 126,885 | 31,624 | |
Depreciation expense | 7,722 | 4,617 | $ 2,949 |
Capitalized interest costs | 1,320 | 215 | $ 0 |
Land | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 7,545 | 342 | |
Furniture and fixtures | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 3,116 | 2,732 | |
Machinery, field and laboratory equipment | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 72,283 | 7,393 | |
Computer equipment | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 2,041 | 1,288 | |
Vehicles | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 2,660 | 1,288 | |
Buildings and building improvements | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 36,732 | 25,259 | |
Construction in progress | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | $ 18,158 | $ 1,355 |
Leases - Narrative (Details)
Leases - Narrative (Details) | 12 Months Ended |
Dec. 31, 2021item | |
Lessee, Lease, Description [Line Items] | |
Options to renew (or more) | 1 |
Real estate | Minimum | |
Lessee, Lease, Description [Line Items] | |
Leases term | 1 year |
Lease renewal term | 1 year |
Real estate | Maximum | |
Lessee, Lease, Description [Line Items] | |
Leases term | 21 years |
Lease renewal term | 10 years |
Equipment | Minimum | |
Lessee, Lease, Description [Line Items] | |
Leases term | 3 years |
Equipment | Maximum | |
Lessee, Lease, Description [Line Items] | |
Leases term | 20 years |
Leases - Lease Cost (Details)
Leases - Lease Cost (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Finance lease cost: | |||
Amortization of right-of-use assets | $ 3,901 | $ 1,809 | $ 51 |
Interest on lease liabilities | 3,916 | 1,704 | 7 |
Operating lease cost | 1,263 | 1,741 | 1,151 |
Short-term lease cost | 1,982 | 2,055 | 1,684 |
Variable lease cost | 1,296 | 435 | 80 |
Total lease cost | $ 12,358 | $ 7,744 | $ 2,973 |
Leases - Components of Operatin
Leases - Components of Operating and Finance Lease Right of use Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Leases [Abstract] | ||
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Right of use asset, net | Right of use asset, net |
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Right of use asset, net | Right of use asset, net |
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Current lease liability | Current lease liability |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Current lease liability | Current lease liability |
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Long-term lease liability | Long-term lease liability |
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Long-term lease liability | Long-term lease liability |
Finance lease right-of-use assets | $ 72,469 | $ 31,888 |
Operating lease right-of-use assets | 4,983 | 2,229 |
Current Finance lease liabilities | 1,045 | 602 |
Current Operating lease liabilities | 1,377 | 1,025 |
Noncurrent Finance lease liabilities | 76,712 | 32,909 |
Noncurrent Operating lease liabilities | $ 2,442 | $ 1,073 |
Weighted-average remaining lease term (years): | ||
Finance leases | 14 years 2 months 12 days | 10 years 6 months |
Operating leases | 4 years 4 months 24 days | 3 years 2 months 12 days |
Weighted-average discount rate: | ||
Finance leases | 9.20% | 8.70% |
Operating leases | 7.00% | 6.90% |
Leases - Supplemental Cash Flow
Leases - Supplemental Cash Flow (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Cash paid for amounts included in measurement of liabilities: | |||
Operating cash flows from operating leases | $ 2,456 | $ 3,612 | $ 2,245 |
Operating cash flows from finance leases | 3,332 | 1,472 | 7 |
Financing cash flows from finance leases | 703 | 88 | 60 |
Right-of-use assets obtained in exchange for new lease liabilities: | |||
Finance leases | 46,021 | 33,523 | |
Operating leases | $ 2,874 | $ 1,447 | $ 1,992 |
Leases - Maturities of Operatin
Leases - Maturities of Operating and Financing Lease Liabilities (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Finance Lease | |
2022 | $ 5,985 |
2023 | 8,206 |
2024 | 10,731 |
2025 | 10,921 |
2026 | 11,107 |
Thereafter | 104,693 |
Total lease payments | 151,643 |
Less: NPV discount | 73,886 |
Present value of lease liabilities | 77,757 |
Operating Lease | |
2022 | 1,540 |
2023 | 880 |
2024 | 719 |
2025 | 484 |
2026 | 322 |
Thereafter | 531 |
Total lease payments | 4,476 |
Less: NPV discount | 657 |
Present value of lease liabilities | $ 3,819 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Schedule of Goodwill and Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | 24 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | |
Finite-Lived Intangible Assets [Line Items] | |||
Goodwill | $ 17,685 | $ 9,260 | $ 17,685 |
Gross Amount | 45,316 | 25,947 | 45,316 |
Accumulated Amortization | (2,652) | (1,864) | (2,652) |
Finite-lived intangible assets, Net | 24,979 | 24,979 | |
Net | $ 42,664 | 24,083 | $ 42,664 |
IPRD | |||
Finite-Lived Intangible Assets [Line Items] | |||
Intangible assets, Gross Amount | 4,710 | ||
Indefinite-lived intangible assets | $ 4,710 | ||
Customer relationships | |||
Finite-Lived Intangible Assets [Line Items] | |||
Useful Life | 15 years | 15 years | 15 years |
Finite-lived intangible assets, Gross Amount | $ 14,686 | $ 9,186 | $ 14,686 |
Accumulated Amortization | (1,634) | (1,021) | (1,634) |
Finite-lived intangible assets, Net | $ 13,052 | $ 8,165 | 13,052 |
Trade names | |||
Finite-Lived Intangible Assets [Line Items] | |||
Useful Life | 10 years | 10 years | |
Finite-lived intangible assets, Gross Amount | $ 4,355 | $ 2,355 | 4,355 |
Accumulated Amortization | (643) | (407) | (643) |
Finite-lived intangible assets, Net | $ 3,712 | $ 1,948 | 3,712 |
Developed and acquired technology | |||
Finite-Lived Intangible Assets [Line Items] | |||
Useful Life | 15 years | ||
Finite-lived intangible assets, Gross Amount | $ 7,710 | 7,710 | |
Accumulated Amortization | (362) | (362) | |
Finite-lived intangible assets, Net | $ 7,348 | 7,348 | |
Permits | |||
Finite-Lived Intangible Assets [Line Items] | |||
Useful Life | 10 years | ||
Intangible assets, Gross Amount | $ 880 | 880 | |
Accumulated Amortization | (13) | (13) | |
Indefinite-lived intangible assets | $ 867 | $ 867 | |
Employment agreements | |||
Finite-Lived Intangible Assets [Line Items] | |||
Useful Life | 2 years | 2 years | |
Finite-lived intangible assets, Gross Amount | $ 436 | ||
Accumulated Amortization | $ (436) |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Narrative (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021USD ($)customer | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | |
Goodwill [Line Items] | |||
Impairment of goodwill | $ 0 | $ 4,832 | $ 0 |
Goodwill | $ 17,685 | 9,260 | |
Processing facilities | customer | 2 | ||
Amortization expense | $ 1,218 | $ 1,124 | $ 841 |
Ingredients | |||
Goodwill [Line Items] | |||
Impairment of goodwill | 2,954 | ||
Goodwill | 9,260 | ||
Fresh | |||
Goodwill [Line Items] | |||
Impairment of goodwill | 1,878 | ||
Goodwill | $ 0 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Future Amortization Of Intangible Assets (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2022 | $ 2,066 |
2023 | 2,064 |
2024 | 2,064 |
2025 | 2,064 |
2026 | 2,064 |
Thereafter | 14,657 |
Finite-lived intangible assets, Net | $ 24,979 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Weighted Average Amortization Period In Total And By Intangible Asset Class (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Finite-Lived Intangible Assets [Line Items] | |
Useful Life | 12 years 7 months 6 days |
Customer relationships | |
Finite-Lived Intangible Assets [Line Items] | |
Useful Life | 13 years 6 months |
Trade names | |
Finite-Lived Intangible Assets [Line Items] | |
Useful Life | 8 years 9 months 18 days |
Developed and acquired technology | |
Finite-Lived Intangible Assets [Line Items] | |
Useful Life | 13 years 2 months 12 days |
Permits | |
Finite-Lived Intangible Assets [Line Items] | |
Useful Life | 9 years 10 months 24 days |
Other Current Assets (Details)
Other Current Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Prepaid expenses | $ 9,325 | $ 1,636 |
Contract asset | 2,588 | 450 |
Derivative margin asset | 3,273 | |
Tax receivable | 2,254 | 55 |
Deposits | 650 | 411 |
Commitment asset | 416 | |
Other | 1,747 | 509 |
Prepaid expenses and other current assets | $ 20,253 | $ 3,061 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | ||
Payroll and employee benefits | $ 9,144 | $ 2,951 |
Insurance premiums | 4,099 | |
Litigation | 0 | 2,675 |
Professional services | 2,517 | 1,812 |
Research and development | 1,043 | 700 |
Inventory | 3,168 | 1,029 |
Interest | 178 | 364 |
Contract liability | 2,652 | |
Other | 3,970 | 2,784 |
Total | $ 26,771 | $ 12,315 |
Debt - Schedule of Debt (Detail
Debt - Schedule of Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||
Revolving line of credit | $ 47 | $ 0 |
Less: unamortized debt discount and debt issuance costs | (11,665) | (2,855) |
Long-term debt | 84,151 | 29,810 |
Less: DDB Revolver | (47) | 0 |
Less: current maturities of long-term debt | (6,934) | (5,466) |
Long-term debt | 77,170 | 24,344 |
DDB Term Loan, due April 2024 | Secured Debt | ||
Debt Instrument [Line Items] | ||
Long-term debt | 8,531 | 9,916 |
DDB Equipment Loan, due April 2024 | Secured Debt | ||
Debt Instrument [Line Items] | ||
Long-term debt | 1,925 | 2,625 |
Notes Payable, due May 2024 | Notes Payable | ||
Debt Instrument [Line Items] | ||
Long-term debt | 19,768 | |
Convertible Notes Payable, due January 2025 | Notes Payable | ||
Debt Instrument [Line Items] | ||
Long-term debt | 80,000 | |
Creston Note Payable, due August 2022 | Notes Payable | ||
Debt Instrument [Line Items] | ||
Long-term debt | 5,000 | |
Notes payable, varying maturities through June 2026 | Notes Payable | ||
Debt Instrument [Line Items] | ||
Long-term debt | 313 | $ 356 |
DDB Revolver | Credit Agreement | ||
Debt Instrument [Line Items] | ||
Revolving line of credit | 47 | |
Less: DDB Revolver | (47) | |
DDB Revolver | Credit Agreement | Credit Agreement | ||
Debt Instrument [Line Items] | ||
Revolving line of credit | 47 | |
Less: DDB Revolver | $ (47) |
Debt - Narrative (Details)
Debt - Narrative (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | ||||||||
Dec. 31, 2021USD ($)D$ / sharesshares | Sep. 30, 2021USD ($) | Oct. 31, 2020USD ($) | Apr. 30, 2020USD ($) | Feb. 29, 2020USD ($) | Apr. 30, 2019USD ($) | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Jan. 31, 2020USD ($) | |
Debt Instrument [Line Items] | ||||||||||
Loss on extinguishment of debt | $ (11,742) | $ 0 | $ 0 | |||||||
Credit Agreement | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Maximum amount guaranteed | $ 7,000 | 7,000 | ||||||||
Secured Debt | Credit Agreement | DDB Term Loan | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Aggregate principal amount | $ 14,000 | |||||||||
Debt term | 5 years | |||||||||
Principal and interest installment | 284 | |||||||||
Remaining balance | $ 5,972 | 5,972 | ||||||||
Secured Debt | Credit Agreement | DDB Equipment Loan | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Aggregate principal amount | $ 3,500 | |||||||||
Debt term | 5 years | |||||||||
Equal quarterly installments | $ 175 | |||||||||
Secured Debt | Credit Agreement | DDB Term Loan and DDB Equipment Loan | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Interest rate | 4.10% | 4.10% | ||||||||
Secured Debt | Credit Agreement | DDB Term Loan and DDB Equipment Loan | LIBOR | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Variable rate | 4.00% | |||||||||
Credit Agreement | Credit Agreement | DDB Revolver | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Available maximum borrowing | $ 6,000 | |||||||||
Interest rate | 3.60% | 3.60% | ||||||||
Credit Agreement | Credit Agreement | DDB Revolver | LIBOR | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Variable rate | 3.50% | |||||||||
Notes Payable | Loan and Security Agreement | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Aggregate principal amount | $ 20,000 | $ 20,000 | ||||||||
Debt term | 51 months | |||||||||
Available maximum borrowing | $ 35,000 | |||||||||
Principal and interest installment | $ 661 | |||||||||
Available borrowing | 20,000 | $ 20,000 | ||||||||
Stated rate | 12.50% | |||||||||
Monthly interest payment | $ 208 | |||||||||
Interest only payment term | 15 months | |||||||||
Remaining payment term | 36 months | |||||||||
Notes Payable | Loan and Security Agreement, second tranche | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Available borrowing | $ 15,000 | |||||||||
Notes Payable | New Loan and Security Agreement | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Aggregate principal amount | $ 20,000 | |||||||||
Debt term | 36 months | |||||||||
Available maximum borrowing | $ 40,000 | |||||||||
Principal and interest installment | 935 | |||||||||
Available borrowing | $ 20,000 | |||||||||
Stated rate | 12.50% | |||||||||
Monthly interest payment | $ 208 | |||||||||
Interest only payment term | 12 months | |||||||||
Remaining payment term | 24 months | |||||||||
Repaid notes | $ 40,000 | |||||||||
Loss on extinguishment of debt | 11,742 | |||||||||
Payment for penalties | 5,544 | |||||||||
Write-off of unamortized debt discounts and debt issuance costs | $ 6,198 | |||||||||
Notes Payable | Creston Note Payable | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Aggregate principal amount | $ 5,000 | $ 5,000 | ||||||||
Stated rate | 3.00% | 3.00% | ||||||||
Notes Payable | Creston Note Payable | Minimum | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Equal quarterly installments | $ 833 | |||||||||
Convertible notes payable | ||||||||||
Debt Instrument [Line Items] | ||||||||||
VWAP days | D | 5 | |||||||||
Convertible notes payable | Convertible Loan and Security Agreement | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Available maximum borrowing | $ 100,000 | $ 100,000 | ||||||||
Principal and interest installment | 3,624 | |||||||||
Remaining balance | 10,700 | 10,700 | ||||||||
Available borrowing | $ 80,000 | $ 80,000 | ||||||||
Stated rate | 5.75% | 5.75% | ||||||||
Monthly interest payment | $ 608 | |||||||||
Interest only payment term | 12 months | |||||||||
Remaining payment term | 24 months | |||||||||
Milestone achievement revenue | 85.00% | |||||||||
Gross margin | (1.50%) | |||||||||
Trailing days | 30 days | |||||||||
Market capitalization | $ 650,000 | |||||||||
Milestone achievement extension | 36 months | |||||||||
Final payment | $ 14,200 | |||||||||
Debt redemption maximum | $ 20,000 | $ 20,000 | ||||||||
Consecutive trading days | D | 22 | |||||||||
Consecutive trading days | D | 7 | |||||||||
Trading volume conversion maximum | shares | 20 | |||||||||
Shares outstanding conversion maximum | shares | 2.5 | |||||||||
Conversion option | $ 8,783 | 8,783 | ||||||||
Minimum liquidity, equal to or greater than | 6 months | |||||||||
Convertible notes payable | Convertible Loan and Security Agreement | Minimum | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Prepayment fee | 1.00% | |||||||||
Conversion term | 6 months | |||||||||
Convertible notes payable | Convertible Loan and Security Agreement | Maximum | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Prepayment fee | 6.00% | |||||||||
Conversion term | 42 months | |||||||||
Convertible notes payable | Convertible Loan and Security Agreement | Redemption one | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Conversion stock price (in dollars per share) | $ / shares | $ 8.22 | |||||||||
Convertible notes payable | Convertible Loan and Security Agreement | Redemption three | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Gross proceeds | $ 20,000 | |||||||||
Consecutive trading days | D | 14 | |||||||||
Common stock trading day | D | 14 | |||||||||
Convertible notes payable | Convertible Loan and Security Agreement | Prime rate | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Variable rate | 3.25% | |||||||||
Convertible notes payable | Convertible Loan and Security Agreement, second tranche | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Available borrowing | $ 20,000 | $ 20,000 | ||||||||
Interest only payment term | 24 months | |||||||||
Milestone achievement extension | 42 months | |||||||||
Convertible notes payable | Convertible Loan and Security Agreement, second tranche | Redemption two | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Premium | 15.00% | |||||||||
Paycheck Protection Program Loans | Paycheck Protection Program Loans | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Loan proceeds | $ 5,102 | |||||||||
Accrued interest paid | $ 25 |
Debt - Schedule of Maturities o
Debt - Schedule of Maturities of Long-term Debt (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Debt Disclosure [Abstract] | |
2022 | $ 6,980 |
2023 | 38,605 |
2024 | 46,857 |
2025 | 3,360 |
2026 | 14 |
Current and long-term debt | $ 95,816 |
Warrant Liabilities (Details)
Warrant Liabilities (Details) $ / shares in Units, $ in Thousands | Sep. 29, 2021$ / sharesshares | Sep. 28, 2021$ / sharesshares | Jan. 08, 2021D$ / sharesshares | Dec. 31, 2021USD ($)D$ / sharesshares | Feb. 29, 2020USD ($)$ / sharesshares | Sep. 30, 2021USD ($)$ / shares | Jan. 31, 2020USD ($) |
Class of Stock [Line Items] | |||||||
Exchange ratio | 1.0754 | 1.0754 | |||||
Warrants (in shares) | shares | 1,908,000 | ||||||
Shares issued (in shares) | shares | 350,000 | ||||||
IPO | STPC | |||||||
Class of Stock [Line Items] | |||||||
Units issued (in shares) | shares | 40,250,000 | ||||||
New Benson Hill Common Stock | IPO | STPC | |||||||
Class of Stock [Line Items] | |||||||
Shares issued per unit (in shares) | shares | 1 | ||||||
Warrants To Purchase Preferred Stock | Series C-1 Preferred Shares | |||||||
Class of Stock [Line Items] | |||||||
Warrants issued (in shares) | shares | 1,077,000 | ||||||
Warrants To Purchase New Benson Hill Common Stock | New Benson Hill Common Stock | |||||||
Class of Stock [Line Items] | |||||||
Warrants (in shares) | shares | 1,158,000 | ||||||
Warrant exercise price (in dollars per share) | $ / shares | $ 9.30 | $ 3.43 | |||||
Warrant exercise price (in dollars per share) | $ / shares | $ 10 | ||||||
Warrants exchanged for shares (in shares) | shares | 242,000 | ||||||
Warrants issued (in shares) | shares | 225,000 | ||||||
Warrants to purchase common or Series D preferred stock | New Benson Hill Common Stock | |||||||
Class of Stock [Line Items] | |||||||
Warrant exercise price (in dollars per share) | $ / shares | $ 10 | ||||||
Warrants to purchase common or Series D preferred stock | Series D Preferred Stock | |||||||
Class of Stock [Line Items] | |||||||
Warrant exercise price (in dollars per share) | $ / shares | $ 4.1416 | ||||||
Warrants For Legacy Benson Hill Common Stock | Legacy Benson Hill Common Stock | |||||||
Class of Stock [Line Items] | |||||||
Warrants exchanged for shares (in shares) | shares | 325,000 | ||||||
Convertible Notes Payable Warrants | |||||||
Class of Stock [Line Items] | |||||||
Warrant exercise price (in dollars per share) | $ / shares | $ 7.86 | ||||||
Aggregate number of shares numerator | $ 3,000 | ||||||
Exercise price premium | 10.00% | ||||||
VWAP days | D | 5 | ||||||
Gross proceeds | $ 20,000 | ||||||
Consecutive trading days | D | 14 | ||||||
VWAP trading day period | D | 14 | ||||||
Fair value of warrants | $ 1,690 | ||||||
Convertible Notes Payable Warrants, second tranche | |||||||
Class of Stock [Line Items] | |||||||
Fair value of warrants | $ 423 | ||||||
Public Warrants and Private Placement Warrants | |||||||
Class of Stock [Line Items] | |||||||
Trading period after business combination used to measure dilution of warrant | D | 10 | ||||||
Public Warrants and Private Placement Warrants | Redemption, stock equals or exceeds $18.00 | |||||||
Class of Stock [Line Items] | |||||||
Warrant redemption, price per common stock (in dollars per share) | $ / shares | $ 18 | ||||||
Trading period after business combination used to measure dilution of warrant | D | 20 | ||||||
Number of trading days for determining the share price | D | 30 | ||||||
Warrant redemption period | 30 days | ||||||
Public Warrants and Private Placement Warrants | Redemption, stock equals or exceeds $10.00 | |||||||
Class of Stock [Line Items] | |||||||
Warrant redemption, price per common stock (in dollars per share) | $ / shares | $ 10 | ||||||
Number of days of notice to be given for the redemption of warrants | 30 days | ||||||
Trading period after business combination used to measure dilution of warrant | D | 20 | ||||||
Number of trading days for determining the share price | D | 30 | ||||||
Warrant exercisable redemption period | 90 days | ||||||
Number of days prior to the date of notifying the warrant holders for determining the total trading period | 3 days | ||||||
Public Warrants and Private Placement Warrants | New Benson Hill Common Stock | Maximum | |||||||
Class of Stock [Line Items] | |||||||
Shares of common stock per warrant (in shares) | shares | 0.361 | ||||||
Public Warrants and Private Placement Warrants | New Benson Hill Common Stock | Redemption, stock equals or exceeds $10.00 | |||||||
Class of Stock [Line Items] | |||||||
Warrant exercise price (in dollars per share) | $ / shares | $ 0.01 | ||||||
Public Warrants | |||||||
Class of Stock [Line Items] | |||||||
Warrants (in shares) | shares | 10,063,000 | ||||||
Warrants term | 5 years | ||||||
Public Warrants | New Benson Hill Common Stock | |||||||
Class of Stock [Line Items] | |||||||
Warrant exercise price (in dollars per share) | $ / shares | $ 11.50 | ||||||
Public Warrants | New Benson Hill Common Stock | IPO | STPC | |||||||
Class of Stock [Line Items] | |||||||
Warrants (in shares) | shares | 10,063,000 | ||||||
Private Placement Warrants | |||||||
Class of Stock [Line Items] | |||||||
Warrants (in shares) | shares | 6,553,000 | ||||||
Private Placement Warrants | Redemption, stock equals or exceeds $10.00 | |||||||
Class of Stock [Line Items] | |||||||
Warrant redemption, price per common stock (in dollars per share) | $ / shares | $ 0.01 | ||||||
Convertible notes payable | |||||||
Class of Stock [Line Items] | |||||||
VWAP days | D | 5 | ||||||
Loan and Security Agreement | Notes Payable | |||||||
Class of Stock [Line Items] | |||||||
Aggregate principal amount | $ 20,000 | $ 20,000 | |||||
Available borrowing | 20,000 | $ 20,000 | |||||
Loan and Security Agreement | Notes Payable | Warrants To Purchase New Benson Hill Common Stock | New Benson Hill Common Stock | |||||||
Class of Stock [Line Items] | |||||||
Warrant liabilities | 3,332 | ||||||
Loan and Security Agreement | Notes Payable | Warrants to purchase common or Series D preferred stock | Common stock, Series D preferred shares, or any subsequent preferred shares | |||||||
Class of Stock [Line Items] | |||||||
Warrant liabilities | 3,523 | ||||||
Loan and Security Agreement, second tranche | Notes Payable | |||||||
Class of Stock [Line Items] | |||||||
Available borrowing | 15,000 | ||||||
Loan and Security Agreement, second tranche | Notes Payable | Warrants To Purchase New Benson Hill Common Stock | New Benson Hill Common Stock | |||||||
Class of Stock [Line Items] | |||||||
Warrant liabilities | $ 1,248 | ||||||
New Loan and Security Agreement, remaining commitment | Notes Payable | |||||||
Class of Stock [Line Items] | |||||||
Warrant liabilities | 1,028 | ||||||
Convertible Loan and Security Agreement | Convertible notes payable | |||||||
Class of Stock [Line Items] | |||||||
Available borrowing | $ 80,000 | ||||||
New Loan and Security Agreement | Notes Payable | |||||||
Class of Stock [Line Items] | |||||||
Aggregate principal amount | 20,000 | ||||||
Available borrowing | $ 20,000 | ||||||
Convertible Loan and Security Agreement, second tranche | Convertible notes payable | |||||||
Class of Stock [Line Items] | |||||||
Available borrowing | $ 20,000 |
Comprehensive Loss (Details)
Comprehensive Loss (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Beginning balance | $ 132,682 | $ 51,698 | $ 61,977 |
Total other comprehensive (loss) income | (778) | (112) | 336 |
Ending balance | 251,447 | 132,682 | 51,698 |
Cumulative Foreign Currency Translation | |||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Beginning balance | (380) | (154) | (133) |
Other comprehensive (loss) income before reclassifications | 4 | (226) | (21) |
Total other comprehensive (loss) income | 4 | (226) | (21) |
Ending balance | (376) | (380) | (154) |
Unrealized Gains/(Losses) on Marketable Securities | |||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Beginning balance | 55 | (59) | (416) |
Other comprehensive (loss) income before reclassifications | (1,813) | (109) | 374 |
Amounts reclassified from AOCI | 1,031 | 223 | (17) |
Total other comprehensive (loss) income | (782) | 114 | 357 |
Ending balance | (727) | 55 | (59) |
Total | |||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Beginning balance | (325) | (213) | (549) |
Other comprehensive (loss) income before reclassifications | (1,809) | (335) | 353 |
Amounts reclassified from AOCI | 1,031 | 223 | (17) |
Total other comprehensive (loss) income | (778) | (112) | 336 |
Ending balance | $ (1,103) | $ (325) | $ (213) |
Income Taxes - Income (Loss) Be
Income Taxes - Income (Loss) Before Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
Domestic operations | $ (125,555) | $ (67,232) | $ (43,808) |
Foreign operations | (461) | 121 | (83) |
Net loss before income tax | $ (126,016) | $ (67,111) | $ (43,891) |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Current: | |||
Federal | $ 0 | $ 0 | $ 0 |
State | 0 | 7 | 0 |
Foreign | (63) | 41 | 19 |
Total current | (63) | 48 | 19 |
Deferred: | |||
Federal | 54 | 0 | 0 |
State | 43 | 0 | 0 |
Foreign | 197 | 0 | 0 |
Total deferred | 294 | 0 | 0 |
Income tax expense | $ 231 | $ 48 | $ 19 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Income Tax Provision (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
Tax at federal statutory rate | $ (26,463) | $ (14,026) | $ (9,215) |
State taxes, net of federal effect | (2,593) | (2,197) | (1,117) |
Non-deductible items | 644 | 818 | 159 |
R&D Credit | (2,442) | (1,289) | (666) |
Valuation allowance | 31,035 | 16,366 | 10,618 |
Warrant revaluation | (3,682) | 173 | 0 |
Transaction costs | 2,900 | 0 | 0 |
Prior loss limitations | 672 | 0 | 0 |
Other, net | 160 | 203 | 240 |
Income tax expense | $ 231 | $ 48 | $ 19 |
Income Taxes - Significant Comp
Income Taxes - Significant Components of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets: | ||
Net operating losses and tax credits | $ 52,898 | $ 32,190 |
R&D credits | 6,672 | 3,620 |
Interest limitation carryover | 3,683 | 1,345 |
Intangible assets | 11,168 | 971 |
Right of use lease liabilities | 20,254 | 9,359 |
Other | 3,610 | 1,589 |
Gross deferred tax assets | 98,285 | 49,074 |
Less valuation allowance | (67,748) | (36,713) |
Net deferred tax assets | 30,537 | 12,361 |
Deferred tax liabilities: | ||
Right of use assets | (18,952) | (8,948) |
Property and equipment | (11,580) | (2,697) |
Other | (299) | (716) |
Gross deferred tax liabilities | (30,831) | (12,361) |
Net deferred tax liability | $ (294) | |
Net deferred tax assets | $ 0 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Operating Loss Carryforwards [Line Items] | ||
Net operating losses and tax credits | $ 52,898 | $ 32,190 |
R&D credits | 6,672 | 3,620 |
Net operating losses limited under Section 382 | 3,200 | |
Less valuation allowance | 67,748 | 36,713 |
Change in the valuation allowance | 31,035 | |
Federal | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating losses and tax credits | 229,662 | 136,870 |
Federal net operating losses with expiration | 24,856 | |
Federal net operating losses with no expiration | 204,806 | |
State | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating losses and tax credits | 110,403 | 100,325 |
Foreign | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating losses and tax credits | $ 1,383 | $ 922 |
Loss Per Common Share - Narrati
Loss Per Common Share - Narrative (Details) - shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Earnings Per Share [Abstract] | |||
Anti-dilutive common share equivalents (in shares) | 7,466 | 2,165 | 1,946 |
Loss Per Common Share - Anti-di
Loss Per Common Share - Anti-dilutive Common Share Equivalents (Details) - shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Excluded from the calculation of diluted shares (in shares) | 7,466 | 2,165 | 1,946 |
Warrants | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Excluded from the calculation of diluted shares (in shares) | 577 | 75 | 55 |
Stock options | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Excluded from the calculation of diluted shares (in shares) | 6,773 | 2,090 | 1,891 |
Restricted stock units | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Excluded from the calculation of diluted shares (in shares) | 116 | 0 | 0 |
Loss Per Common Share - Reconci
Loss Per Common Share - Reconciliation Of Net Loss Attributable To Common Stockholders And Basic And Diluted Loss Per Common Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Numerator: | |||
Net loss | $ (126,247) | $ (67,159) | $ (43,910) |
Denominator: | |||
Basic loss per share outstanding (in shares) | 121,838 | 83,295 | 67,707 |
Diluted loss per share outstanding (in shares) | 121,838 | 83,295 | 67,707 |
Basic loss per common share (in usd per share) | $ (1.04) | $ (0.81) | $ (0.65) |
Diluted loss per common share (in usd per share) | $ (1.04) | $ (0.81) | $ (0.65) |
Stock-Based Compensation - Narr
Stock-Based Compensation - Narrative (Details) $ / shares in Units, shares in Thousands, $ in Thousands | Sep. 29, 2021shares | Dec. 31, 2021USD ($)item$ / sharesshares | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Jun. 12, 2012shares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Exercisable (in shares) | shares | 4,839 | ||||
Weighted average remaining contractual term (in years) | 6 years 10 months 24 days | ||||
Weighted average exercise price (in usd per share) | $ / shares | $ 1.12 | ||||
Exercisable, intrinsic value | $ 29,838 | ||||
Exercises in period, intrinsic value | $ 5,407 | ||||
Outstanding (in shares) | shares | 12,110 | ||||
Fair value | $ 1,678 | ||||
Weighted average remaining contractual life | 8 years | ||||
Weighted average exercise price (in usd per share) | $ / shares | $ 1.76 | ||||
Aggregate intrinsic value | $ 66,012 | ||||
Share conversion ratio | 1 | ||||
Stock options | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Common Stock reserved for issuance (in shares) | shares | 18,398 | ||||
Compensation expense | $ 7,183 | $ 1,010 | $ 644 | ||
Unrecognized compensation cost | $ 16,354 | ||||
Remaining weighted average cost recognition period | 2 years 4 months 24 days | ||||
Restricted stock units | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Compensation expense | $ 2,806 | ||||
Unrecognized compensation cost | $ 7,519 | ||||
2012 Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Common Stock reserved for issuance (in shares) | shares | 10,317 | 17,464 | |||
2012 Plan | Stock options | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting period | 4 years | ||||
Contractual life | 10 years | ||||
2012 Plan | Stock options | Board members | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting period | 2 years | ||||
Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock awards issued (in shares) | shares | 10,194 | ||||
Earnout Awards | Restricted stock units | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Approved issuance (in shares) | shares | 1,682 | ||||
Earnout Awards | Restricted stock units | Vesting for $14.00 | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Contractual life | 36 months | ||||
Award vesting percentage | 50.00% | ||||
Vesting trigger price (in usd per share) | $ / shares | $ 14 | ||||
Trading days | item | 20 | ||||
Consecutive trading days | item | 30 | ||||
Earnout Awards | Restricted stock units | Vesting for $16.00 | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Contractual life | 36 months | ||||
Award vesting percentage | 50.00% | ||||
Vesting trigger price (in usd per share) | $ / shares | $ 16 | ||||
Trading days | item | 20 | ||||
Consecutive trading days | item | 30 |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Stock Options Assumptions (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected dividend yield | 0.00% | 0.00% |
Expected volatility | 63.00% | 58.00% |
Risk-free interest rate | 0.70% | 1.00% |
Weighted average grant date fair value (in usd per share) | $ 1.49 | $ 0.81 |
Stock options | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected term in years | 6 years 1 month 6 days | 6 years 2 months 12 days |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary Of Stock Option Information And Weighted Average Exercise Prices (Details) shares in Thousands | 12 Months Ended |
Dec. 31, 2021$ / sharesshares | |
Options Outstanding | |
Beginning balance (in share) | shares | 7,635 |
Granted (in shares) | shares | 6,748 |
Exercised (in shares) | shares | (913) |
Cancelled and forfeited (in shares) | shares | (1,234) |
Expired (in shares) | shares | (126) |
Ending balance (in shares) | shares | 12,110 |
Weighted Average Exercise Price per Share | |
Beginning balance (in usd per share) | $ / shares | $ 0.98 |
Granted (in usd per share) | $ / shares | 2.44 |
Exercised (in usd per share) | $ / shares | 0.64 |
Forfeited (in usd per share) | $ / shares | 1.55 |
Expired (in usd per share) | $ / shares | 1.22 |
Ending balance (in usd per share) | $ / shares | $ 1.76 |
Stock-Based Compensation - Sc_2
Stock-Based Compensation - Schedule of Nonvested Share-based Payment Arrangement Option Activity (Details) - $ / shares shares in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Options Outstanding | ||
Nonvested beginning balance (in shares) | 7,271 | 3,729 |
Granted (in shares) | 6,748 | |
Vested (in shares) | (1,846) | |
Cancelled and forfeited (in shares) | (1,360) | |
Nonvested ending balance (in shares) | 7,271 | |
Weighted Average Exercise Price per Share | ||
Beginning balance (in usd per share) | $ 1.16 | |
Granted (in usd per share) | 2.44 | |
Vested (in usd per share) | 1.77 | |
Forfeited (in usd per share) | 1.51 | |
Ending balance (in usd per share) | $ 2.14 |
Stock-Based Compensation - RSUs
Stock-Based Compensation - RSUs activity and weighted average grant-date fair value (Details) shares in Thousands | 12 Months Ended |
Dec. 31, 2021$ / sharesshares | |
Time Based Awards | |
RSUs | |
Beginning balance (in shares) | shares | 0 |
Granted (in shares) | shares | 226 |
Ending balance (in shares) | shares | 226 |
Weighted Average Grant Date Fair Value | |
Beginning balance (in usd per shares) | $ / shares | $ 0 |
grands (in usd per share) | $ / shares | 8.28 |
Ending balance (in usd per shares) | $ / shares | $ 8.28 |
Market Based Performance Awards | |
RSUs | |
Beginning balance (in shares) | shares | 0 |
Granted (in shares) | shares | 1,749 |
Cancelled and forfeited (in share) | shares | (67) |
Ending balance (in shares) | shares | 1,682 |
Weighted Average Grant Date Fair Value | |
Beginning balance (in usd per shares) | $ / shares | $ 0 |
grands (in usd per share) | $ / shares | 6.14 |
Cancelled and forfeited (in usd per share) | $ / shares | 6.14 |
Ending balance (in usd per shares) | $ / shares | $ 6.14 |
Common Stock - Narrative (Detai
Common Stock - Narrative (Details) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021USD ($)Vote$ / sharesshares | Sep. 29, 2021$ / sharesshares | Dec. 31, 2020$ / sharesshares | |
Equity [Abstract] | |||
Common stock, shares authorized (in shares) | 440,000 | 440,000 | 128,467 |
Common stock, par value (in usd per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Number of votes per share | Vote | 1 | ||
Common stock, shares, issued (in shares) | 178,089 | 108,697 | |
Common stock, shares outstanding (in shares) | 178,089 | 108,697 | |
Dividends | $ | $ 0 |
Common Stock - Schedule of Stoc
Common Stock - Schedule of Stock Reserved for Future Issuance (Details) - shares shares in Thousands | Dec. 31, 2021 | Sep. 29, 2021 | Dec. 31, 2020 |
Class of Stock [Line Items] | |||
Common stock issued | 178,089 | 108,697 | |
Common stock outstanding | 178,089 | 108,697 | |
Options granted and outstanding | 12,110 | 7,635 | |
RSUs granted and outstanding | 1,908 | ||
Total | 210,505 | ||
Maximum number of shares available for issuance | 229,495 | ||
Shares authorized | 440,000 | 440,000 | 128,467 |
Stock options | |||
Class of Stock [Line Items] | |||
Warrants granted and outstanding | 18,398 |
Employee Benefit Plans (Details
Employee Benefit Plans (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021USD ($)plan | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | |
Defined Contribution Plan Disclosure [Line Items] | |||
Contributions | $ | $ 1,193 | $ 912 | $ 368 |
Minimum | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Company match | 3.00% | ||
Maximum | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Company match | 5.00% | ||
Qualified Plan | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Number of qualified plans | plan | 4 |
Commitment and Contingencies (D
Commitment and Contingencies (Details) $ in Thousands, customer in Millions | 12 Months Ended | |
Dec. 31, 2021USD ($)customerclaim | Dec. 31, 2020USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | ||
Litigation matters resolved | claim | 2 | |
Settlement accrual | $ 0 | $ 2,675 |
Inventory purchases | $ 71,400 | |
Purchase commitment (bushels) | customer | 2.9 |
Segment Information - Narrative
Segment Information - Narrative (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disaggregation of Revenue [Line Items] | |||
Revenues | $ 147,212,000 | $ 114,348,000 | $ 79,523,000 |
Point in time | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 146,939,000 | 114,113,000 | |
Over time | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 273,000 | 235,000 | |
Intersegment | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | $ 0 | $ 0 | $ 0 |
Segment Information - Schedule
Segment Information - Schedule of Segment Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Revenues | $ 147,212 | $ 114,348 | $ 79,523 |
Total Adjusted EBITDA | (80,380) | (46,471) | (35,261) |
Operating Income (Loss) [Abstract] | |||
Consolidated net loss | (126,247) | (67,159) | (43,910) |
Consolidated net loss | (123,075) | (59,817) | (43,705) |
Income tax expense (benefit) | 231 | 48 | 19 |
Depreciation and amortization | 12,817 | 7,504 | 3,790 |
Change in fair value of warrants | (12,127) | 661 | 0 |
Merger transaction costs | 3,994 | 0 | 4,010 |
Loss on extinguishment of debt | (11,742) | 0 | 0 |
Impairment of goodwill | 0 | 4,832 | 0 |
Total Adjusted EBITDA | (80,380) | (46,471) | (35,261) |
Operating Segments | Ingredients | |||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Revenues | 90,654 | 58,566 | 49,193 |
Total Adjusted EBITDA | (29,592) | (7,999) | 2,239 |
Operating Income (Loss) [Abstract] | |||
Total Adjusted EBITDA | (29,592) | (7,999) | 2,239 |
Operating Segments | Fresh | |||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Revenues | 56,266 | 55,278 | 28,573 |
Total Adjusted EBITDA | (3,069) | 218 | (1,253) |
Operating Income (Loss) [Abstract] | |||
Total Adjusted EBITDA | (3,069) | 218 | (1,253) |
Unallocated and other | |||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Revenues | 292 | 504 | 1,757 |
Total Adjusted EBITDA | (47,719) | (38,690) | (36,247) |
Operating Income (Loss) [Abstract] | |||
Interest expense, net | 4,490 | 6,708 | 195 |
Income tax expense (benefit) | 231 | 48 | 19 |
Depreciation and amortization | 12,817 | 7,504 | 3,790 |
Stock-based compensation | 7,183 | 1,010 | 644 |
Change in fair value of warrants | (12,127) | 661 | |
Other non-recurring costs, including acquisition costs | 3,994 | (75) | 4,001 |
Employee retention credit | (2,226) | ||
Merger transaction costs | 11,693 | ||
Non-recurring public company readiness costs | 5,265 | ||
Loss on extinguishment of debt | 11,742 | ||
South America seed production costs | 2,805 | ||
Impairment of goodwill | 4,832 | ||
Total Adjusted EBITDA | $ (47,719) | $ (38,690) | $ (36,247) |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ / shares in Units, $ in Millions | Mar. 25, 2022 | Sep. 29, 2021 | Jan. 31, 2022 | Dec. 31, 2021 | Jan. 08, 2021 | Dec. 31, 2020 |
Subsequent Event [Line Items] | ||||||
Number of shares issued in transaction (in shares) | 22,500,000 | |||||
Purchase price (in usd per share) | $ 10 | |||||
Common stock, par value (in usd per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Consideration received on transaction | $ 225 | |||||
Private Placement Warrants | Redemption, stock exceeds $9.75 | ||||||
Subsequent Event [Line Items] | ||||||
Warrant redemption, price per common stock (in dollars per share) | $ 0.01 | |||||
Subsequent Event | Private Placement | ||||||
Subsequent Event [Line Items] | ||||||
Number of shares issued in transaction (in shares) | 26,150 | |||||
Purchase price (in usd per share) | $ 3.25 | |||||
Shares issued per unit (in shares) | 1 | |||||
Common stock, par value (in usd per share) | $ 0.0001 | |||||
Subsequent Event | Private Placement | Private Placement Warrants | ||||||
Subsequent Event [Line Items] | ||||||
Consideration received on transaction | $ 85 | |||||
Net of issuance costs | $ 3.9 | |||||
Warrants term | 5 years | |||||
Maximum share increase percent | 19.99% | |||||
Subscription registration period | 15 days | |||||
Effectiveness penalty period, closing | 60 days | |||||
Effectiveness penalty period, SEC review | 90 days | |||||
Subsequent Event | Private Placement | Private Placement Warrants | Redemption, immediately | ||||||
Subsequent Event [Line Items] | ||||||
Warrant exercise price (in dollars per share) | $ 3.90 | |||||
Subsequent Event | Private Placement | Private Placement Warrants | Redemption, stock exceeds $9.75 | ||||||
Subsequent Event [Line Items] | ||||||
Warrant exercise price (in dollars per share) | 9.75 | |||||
Warrant redemption, price per common stock (in dollars per share) | $ 0.10 | |||||
Trading period after business combination used to measure dilution of warrant | 20 | |||||
Number of trading days for determining the share price | 30 | |||||
Subsequent Event | Founders Grants | Restricted stock units | ||||||
Subsequent Event [Line Items] | ||||||
Approved issuance (in shares) | 5,517,000 | |||||
Vesting achievement period | 30 years |