Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2022 | Nov. 10, 2022 | |
Entity Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2022 | |
Document Transition Report | false | |
Entity File Number | 001-39835 | |
Entity Registrant Name | Benson Hill, Inc. | |
Entity Incorporation, State Code | DE | |
Entity Tax Identification Number | 85-3374823 | |
Entity Address, Address Line One | 1001 North Warson Rd | |
Entity Address, City or Town | St. Louis, | |
Entity Address, State or Province | MO | |
Entity Address, Postal Zip Code | 63132 | |
City Area Code | (314) | |
Local Phone Number | 222-8218 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 206,463,457 | |
Entity Central Index Key | 0001830210 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Common Stock, $0.0001 par value | ||
Entity Information [Line Items] | ||
Title of 12(b) Security | Common Stock, $0.0001 par value | |
Trading Symbol | BHIL | |
Security Exchange Name | NYSE | |
Warrants exercisable for one share of common stock at an exercise price of $11.50 | ||
Entity Information [Line Items] | ||
Title of 12(b) Security | Warrants exercisable for one share of common stock at an exercise price of $11.50 | |
Trading Symbol | BHIL WS | |
Security Exchange Name | NYSE |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 29,978 | $ 78,963 |
Marketable securities | 162,939 | 103,689 |
Accounts receivable, net | 38,213 | 31,729 |
Inventories, net | 42,575 | 48,724 |
Prepaid expenses and other current assets | 11,786 | 20,253 |
Total current assets | 285,491 | 283,358 |
Property and equipment, net | 126,211 | 126,885 |
Right of use asset, net | 72,882 | 77,452 |
Goodwill and intangible assets, net | 42,148 | 42,664 |
Other assets | 4,545 | 4,538 |
Total assets | 531,277 | 534,897 |
Current liabilities: | ||
Accounts payable | 26,451 | 35,508 |
Revolving line of credit | 0 | 47 |
Current lease liability | 3,352 | 2,422 |
Current maturities of long-term debt | 3,173 | 6,934 |
Accrued expenses and other current liabilities | 29,918 | 26,771 |
Total current liabilities | 62,894 | 71,682 |
Long-term debt | 106,507 | 77,170 |
Long-term lease liability | 79,531 | 79,154 |
Warrant liabilities | 29,556 | 46,051 |
Conversion option liability | 10,207 | 8,783 |
Deferred tax liability | 297 | 294 |
Other non-current liabilities | 183 | 316 |
Total liabilities | 289,175 | 283,450 |
Stockholders’ equity: | ||
Redeemable convertible preferred stock, $0.001 par value; 1,000 and 1,000 shares authorized, 0 shares issued and outstanding as of September 30, 2022 and December 31, 2021, respectively | 0 | 0 |
Common stock, $0.0001 par value, 440,000 and 440,000 shares authorized, 206,437 and 178,089 shares issued and outstanding at September 30, 2022 and December 31, 2021, respectively | 21 | 18 |
Additional paid-in capital | 605,884 | 533,101 |
Accumulated deficit | (354,868) | (280,569) |
Accumulated other comprehensive loss | (8,935) | (1,103) |
Total stockholders’ equity | 242,102 | 251,447 |
Total liabilities and stockholders’ equity | $ 531,277 | $ 534,897 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Redeemable convertible preferred stock, par value (in usd per share) | $ 0.001 | $ 0.001 |
Redeemable convertible preferred stock, par value (in shares) | 1,000,000 | 1,000,000 |
Redeemable convertible preferred stock, shares, issued (in shares) | 0 | 0 |
Redeemable convertible preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in usd per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 440,000,000 | 440,000,000 |
Common stock, shares, issued (in shares) | 206,437,000 | 178,089,000 |
Common stock, shares outstanding (in shares) | 206,437,000 | 178,089,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Income Statement [Abstract] | ||||
Revenue | $ 130,179 | $ 32,000 | $ 333,371 | $ 103,494 |
Cost of sales | 125,812 | 31,591 | 328,650 | 102,546 |
Gross profit (loss) | 4,367 | 409 | 4,721 | 948 |
Operating expenses: | ||||
Research and development | 11,433 | 10,458 | 35,756 | 26,403 |
Selling, general and administrative expenses | 21,042 | 28,076 | 66,660 | 57,570 |
Total operating expenses | 32,475 | 38,534 | 102,416 | 83,973 |
Loss from operations | (28,108) | (38,125) | (97,695) | (83,025) |
Other (income) expense: | ||||
Interest expense, net | 6,278 | 1,498 | 16,190 | 4,033 |
Loss on extinguishment of debt | 0 | 11,742 | 0 | 11,742 |
Change in fair value of warrants | (4,035) | (15,244) | (41,676) | (12,525) |
Other expense (income), net | (195) | (2,065) | 2,060 | (2,453) |
Total other (income) expense, net | 2,048 | (4,069) | (23,426) | 797 |
Net loss before income tax | (30,156) | (34,056) | (74,269) | (83,822) |
Income tax expense | 13 | 218 | 30 | 218 |
Net loss | $ (30,169) | $ (34,274) | $ (74,299) | $ (84,040) |
Net loss per common share: | ||||
Basic loss per common share (in usd per share) | $ (0.16) | $ (0.29) | $ (0.42) | $ (0.71) |
Diluted loss per common share (in usd per share) | $ (0.16) | $ (0.29) | $ (0.42) | $ (0.71) |
Weighted average shares outstanding: | ||||
Basic weighted average shares outstanding (in shares) | 186,097 | 118,709 | 177,539 | 117,714 |
Diluted weighted average shares outstanding (in shares) | 186,097 | 118,709 | 177,539 | 117,714 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Statement of Comprehensive Income [Abstract] | ||||
Net loss | $ (30,169) | $ (34,274) | $ (74,299) | $ (84,040) |
Foreign currency: | ||||
Comprehensive income (loss) | (1) | 31 | (46) | 30 |
Marketable securities: | ||||
Comprehensive (loss) income | (1,759) | (121) | (9,918) | 150 |
Adjustment for net losses (income) realized in net loss | (97) | 144 | 2,132 | (203) |
Other comprehensive loss | (1,856) | 23 | (7,786) | (53) |
Total other comprehensive (loss) income | (1,857) | 54 | (7,832) | (23) |
Total comprehensive loss | $ (32,026) | $ (34,220) | $ (82,131) | $ (84,063) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Stockholders’ Equity (Unaudited) - USD ($) shares in Thousands, $ in Thousands | Total | Previously Reported | Retroactive application of recapitalization | Common Stock | Common Stock Previously Reported | Common Stock Retroactive application of recapitalization | Additional Paid-In Capital | Additional Paid-In Capital Previously Reported | Additional Paid-In Capital Retroactive application of recapitalization | Accumulated Deficit | Accumulated Deficit Previously Reported | Accumulated Other Comprehensive Loss | Accumulated Other Comprehensive Loss Previously Reported |
Beginning balance (in shares) at Dec. 31, 2020 | 0 | 102,899 | (102,899) | ||||||||||
Beginning balance at Dec. 31, 2020 | $ 0 | $ 287,323 | $ (287,323) | ||||||||||
Ending balance (in shares) at Mar. 31, 2021 | 0 | ||||||||||||
Ending balance at Mar. 31, 2021 | $ 0 | ||||||||||||
Beginning balance (in shares) at Dec. 31, 2020 | 108,697 | 5,798 | 102,899 | ||||||||||
Beginning balance at Dec. 31, 2020 | 132,682 | $ (154,641) | $ 287,323 | $ 11 | $ 1 | $ 10 | $ 287,318 | $ 5 | $ 287,313 | $ (154,322) | $ (154,322) | $ (325) | $ (325) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Issuance of common stock upon exercise of stock options (in shares) | 136 | ||||||||||||
Issuance of common stock upon exercise of stock options | 85 | 85 | |||||||||||
Stock-based compensation expense | 647 | 647 | |||||||||||
Other | (16) | (15) | (1) | ||||||||||
Comprehensive loss | (22,552) | (22,347) | (205) | ||||||||||
Ending balance (in shares) at Mar. 31, 2021 | 108,833 | ||||||||||||
Ending balance at Mar. 31, 2021 | $ 110,846 | $ 11 | 288,035 | (176,670) | (530) | ||||||||
Beginning balance (in shares) at Dec. 31, 2020 | 0 | 102,899 | (102,899) | ||||||||||
Beginning balance at Dec. 31, 2020 | $ 0 | $ 287,323 | $ (287,323) | ||||||||||
Ending balance (in shares) at Sep. 30, 2021 | 0 | ||||||||||||
Ending balance at Sep. 30, 2021 | $ 0 | ||||||||||||
Beginning balance (in shares) at Dec. 31, 2020 | 108,697 | 5,798 | 102,899 | ||||||||||
Beginning balance at Dec. 31, 2020 | 132,682 | $ (154,641) | $ 287,323 | $ 11 | $ 1 | $ 10 | 287,318 | $ 5 | $ 287,313 | (154,322) | $ (154,322) | (325) | $ (325) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Comprehensive loss | (84,063) | ||||||||||||
Ending balance (in shares) at Sep. 30, 2021 | 178,059 | ||||||||||||
Ending balance at Sep. 30, 2021 | $ 289,947 | $ 18 | 528,640 | (238,363) | (348) | ||||||||
Beginning balance (in shares) at Mar. 31, 2021 | 0 | ||||||||||||
Beginning balance at Mar. 31, 2021 | $ 0 | ||||||||||||
Ending balance (in shares) at Jun. 30, 2021 | 0 | ||||||||||||
Ending balance at Jun. 30, 2021 | $ 0 | ||||||||||||
Beginning balance (in shares) at Mar. 31, 2021 | 108,833 | ||||||||||||
Beginning balance at Mar. 31, 2021 | 110,846 | $ 11 | 288,035 | (176,670) | (530) | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Issuance of common stock upon exercise of stock options (in shares) | 581 | ||||||||||||
Issuance of common stock upon exercise of stock options | 409 | 409 | |||||||||||
Stock-based compensation expense | 709 | 709 | |||||||||||
Comprehensive loss | (27,291) | (27,419) | 128 | ||||||||||
Ending balance (in shares) at Jun. 30, 2021 | 109,414 | ||||||||||||
Ending balance at Jun. 30, 2021 | $ 84,673 | $ 11 | 289,153 | (204,089) | (402) | ||||||||
Ending balance (in shares) at Sep. 30, 2021 | 0 | ||||||||||||
Ending balance at Sep. 30, 2021 | $ 0 | ||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Issuance of common stock upon exercise of stock options (in shares) | 251 | ||||||||||||
Issuance of common stock upon exercise of stock options | 166 | 166 | |||||||||||
Stock-based compensation expense | 1,413 | 1,413 | |||||||||||
PIPE Investment, net of issuance costs (in shares) | 68,069 | ||||||||||||
PIPE Investment, net of issuance costs | 233,340 | $ 7 | 233,333 | ||||||||||
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 | |||||||||||
Other | (1) | (1) | |||||||||||
Comprehensive loss | (34,220) | (34,274) | 54 | ||||||||||
Ending balance (in shares) at Sep. 30, 2021 | 178,059 | ||||||||||||
Ending balance at Sep. 30, 2021 | $ 289,947 | $ 18 | 528,640 | (238,363) | (348) | ||||||||
Beginning balance (in shares) at Dec. 31, 2021 | 0 | ||||||||||||
Beginning balance at Dec. 31, 2021 | $ 0 | ||||||||||||
Ending balance (in shares) at Mar. 31, 2022 | 0 | ||||||||||||
Ending balance at Mar. 31, 2022 | $ 0 | ||||||||||||
Beginning balance (in shares) at Dec. 31, 2021 | 178,089 | ||||||||||||
Beginning balance at Dec. 31, 2021 | 251,447 | $ 18 | 533,101 | (280,569) | (1,103) | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Issuance of common stock upon exercise of stock options and warrants (in shares) | 830 | ||||||||||||
Issuance of common stock upon exercise of stock options and warrants | 636 | 636 | |||||||||||
Stock-based compensation expense | 5,683 | 5,683 | |||||||||||
PIPE Investment, net of issuance costs (in shares) | 26,150 | ||||||||||||
PIPE Investment, net of issuance costs | 54,928 | $ 3 | 54,925 | ||||||||||
Comprehensive loss | (19,200) | (16,576) | (2,624) | ||||||||||
Ending balance (in shares) at Mar. 31, 2022 | 205,069 | ||||||||||||
Ending balance at Mar. 31, 2022 | $ 293,494 | $ 21 | 594,345 | (297,145) | (3,727) | ||||||||
Beginning balance (in shares) at Dec. 31, 2021 | 0 | ||||||||||||
Beginning balance at Dec. 31, 2021 | $ 0 | ||||||||||||
Ending balance (in shares) at Sep. 30, 2022 | 0 | ||||||||||||
Ending balance at Sep. 30, 2022 | $ 0 | ||||||||||||
Beginning balance (in shares) at Dec. 31, 2021 | 178,089 | ||||||||||||
Beginning balance at Dec. 31, 2021 | 251,447 | $ 18 | 533,101 | (280,569) | (1,103) | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Comprehensive loss | (82,131) | ||||||||||||
Ending balance (in shares) at Sep. 30, 2022 | 206,437 | ||||||||||||
Ending balance at Sep. 30, 2022 | $ 242,102 | $ 21 | 605,884 | (354,868) | (8,935) | ||||||||
Beginning balance (in shares) at Mar. 31, 2022 | 0 | ||||||||||||
Beginning balance at Mar. 31, 2022 | $ 0 | ||||||||||||
Ending balance (in shares) at Jun. 30, 2022 | 0 | ||||||||||||
Ending balance at Jun. 30, 2022 | $ 0 | ||||||||||||
Beginning balance (in shares) at Mar. 31, 2022 | 205,069 | ||||||||||||
Beginning balance at Mar. 31, 2022 | 293,494 | $ 21 | 594,345 | (297,145) | (3,727) | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Issuance of common stock upon exercise of stock options (in shares) | 547 | ||||||||||||
Issuance of common stock upon exercise of stock options | 715 | 715 | |||||||||||
Stock-based compensation expense | 5,676 | 5,676 | |||||||||||
Comprehensive loss | (30,905) | (27,554) | (3,351) | ||||||||||
Ending balance (in shares) at Jun. 30, 2022 | 205,616 | ||||||||||||
Ending balance at Jun. 30, 2022 | $ 268,980 | $ 21 | 600,736 | (324,699) | (7,078) | ||||||||
Ending balance (in shares) at Sep. 30, 2022 | 0 | ||||||||||||
Ending balance at Sep. 30, 2022 | $ 0 | ||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Issuance of common stock upon exercise of stock options (in shares) | 727 | ||||||||||||
Issuance of common stock upon exercise of stock options | 736 | 736 | |||||||||||
Issuance of common stock upon exercise of RSU (in shares) | 94 | ||||||||||||
Stock-based compensation expense | 4,412 | 4,412 | |||||||||||
Comprehensive loss | (32,026) | (30,169) | (1,857) | ||||||||||
Ending balance (in shares) at Sep. 30, 2022 | 206,437 | ||||||||||||
Ending balance at Sep. 30, 2022 | $ 242,102 | $ 21 | $ 605,884 | $ (354,868) | $ (8,935) |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Stockholders’ Equity (Unaudited) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended |
Sep. 30, 2021 | Jun. 30, 2022 | |
Statement of Stockholders' Equity [Abstract] | ||
Transaction costs | $ 36,770 | $ 3,456 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Operating activities | ||
Net loss | $ (74,299) | $ (84,040) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 16,504 | 8,460 |
Stock-based compensation expense | 15,771 | 2,769 |
Bad debt expense | 724 | 184 |
Change in fair value of warrants and conversion option | (41,676) | (12,525) |
Accretion and amortization related to financing activities | 8,481 | 1,329 |
Loss on extinguishment of debt | 0 | 11,742 |
Other | 6,312 | 1,766 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (7,208) | 2,492 |
Inventories | 6,441 | (5,450) |
Prepaid expenses and other current assets | 8,052 | (7,567) |
Accounts payable | (6,093) | 3,917 |
Accrued expenses | 2,604 | 3,340 |
Net cash used in operating activities | (64,387) | (73,583) |
Investing activities | ||
Purchases of marketable securities | (350,333) | (100,278) |
Proceeds from maturities of marketable securities | 109,514 | 2,155 |
Proceeds from sales of marketable securities | 170,217 | 198,195 |
Payments for acquisitions of property and equipment | (11,835) | (26,603) |
Payments made in connection with business acquisitions | (1,044) | (10,853) |
Net cash (used in) provided by investing activities | (83,481) | 62,616 |
Financing activities | ||
Contributions from PIPE Investment, net of transaction costs of $3,761 | 80,825 | 285,378 |
Payments for extinguishment of debt | 0 | (43,082) |
Principal payments on debt | (6,736) | (3,917) |
Proceeds from issuance of debt | 24,040 | 19,816 |
Borrowing under revolving line of credit | 18,970 | 20,464 |
Repayments under revolving line of credit | (19,017) | (20,464) |
Repayments of financing lease obligations | (1,103) | (600) |
Proceeds from the exercise of stock options and warrants | 1,950 | 635 |
Net cash provided by financing activities | 98,929 | 258,230 |
Effect of exchange rate changes on cash | (46) | 30 |
Net (decrease) increase in cash and cash equivalents | (48,985) | 247,293 |
Cash and cash equivalents, beginning of period | 78,963 | 9,743 |
Cash and cash equivalents, end of period | 29,978 | 257,036 |
Supplemental disclosure of cash flow information | ||
Cash paid for taxes | 1 | 30 |
Cash paid for interest | 9,864 | 4,782 |
Supplemental disclosure of non-cash activities | ||
Issuance of stock warrants | 0 | 4,551 |
Conversion of warrants upon Merger | 0 | 4,576 |
Warrants acquired in Merger | 0 | 50,850 |
Merger transaction costs included in accrued expenses and other current liabilities | 0 | 4,231 |
Business acquisition purchase price included in accrued expense and other current liabilities | 0 | 3,714 |
Purchases of property and equipment included in accounts payable and accrued expenses and other current liabilities | 2,710 | 4,123 |
Purchases of inventory included in accounts payable and accrued expenses and other current liabilities | 292 | 0 |
Financing leases commencing in the period | $ 806 | $ 735 |
Condensed Consolidated Statem_6
Condensed Consolidated Statements of Cash Flows (Unaudited) (Parenthetical) $ in Thousands | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Statement of Cash Flows [Abstract] | |
Transaction costs | $ 3,761 |
Description of Business
Description of Business | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business | 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 leverage the natural genetic diversity of plants to develop more 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 operate a soy crushing and food-grade white flake and soy flour manufacturing operation in Creston, Iowa and a soy crushing facility in Seymour, Indiana and sell our proprietary products and non-proprietary products in North America and in select international markets. We also process yellow 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 the previously announced 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 Condensed 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 unaudited condensed consolidated financial statements have been prepared in conformity with U.S. GAAP for interim financial reporting and Securities and Exchange Commission (the “SEC”) regulations, assuming the Company will continue as a going concern. For the three and nine months ended September 30, 2022, the Company incurred a net loss of $30,169 and $74,299, respectively, and for the nine months ended September 30, 2022, the Company had negative cash flows from operating activities of $64,387 and capital expenditures of $11,835. Furthermore, at September 30, 2022, the Company had term debt and notes payable of $109,680, and an accumulated deficit of $354,868. However, as of September 30, 2022 the Company had cash and cash equivalents of $29,978 and marketable securities of $162,939. As such, the Company believes that its cash and marketable securities position 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 September 30, 2022 the Company has multiple debt instruments (see Note 9 — 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 or 2023. On June 30, 2022, the Company signed an amendment to the Convertible Loan and Security Agreement, which modified the gross margin definition enabling the Company to draw on the second tranche of $20,000 per the initial agreement. On June 30, 2022 the Company drew on the full $20,000. As of September 30, 2022, the Company achieved certain milestone requirements, which resulted in an extension of the interest-free period from 12 to 24 months and maturity date by 6 months to July 2025 (see Note 9 - Debt for additional details ). 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. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Presentation and Principles of Consolidation The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and our wholly owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. GAAP for interim financial reporting and SEC regulations. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. Results of operations for the interim periods are not necessarily indicative of the results to be expected for the full year ended December 31, 2022. A description of the Company’s significant accounting policies is included in the notes to our audited consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2021. These unaudited condensed consolidated financial statements should be read in conjunction with the December 31, 2021 audited consolidated financial statements and the notes thereto. Any reference in these notes to applicable guidance is meant to refer to the authoritative U.S. GAAP as found in the Accounting Standards Codification (“ASC”) and an Accounting Standards Update (“ASU”) of the Financial Accounting Standards Board (“FASB”). Certain prior period balances have been reclassified to conform to the current period presentation in the unaudited condensed consolidated financial statements and the accompanying notes. All dollar and share amounts are in thousands, except per share and per unit 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 the end of the 2023 fiscal year 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 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 equity 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 equity held by non-affiliates is less than $700.0 million measured on the last business day of our second fiscal quarter. The Company will no longer be a smaller reporting company as of December 31, 2022. Business Combinations The Company allocates the purchase price of its acquisitions to the assets acquired and liabilities assumed based upon their respective fair values at the acquisition date. The Company utilizes management estimates and an independent third-party valuation firm to assist in determining these fair values. The excess of the acquisition price over the estimated fair value of the net assets acquired is recorded as goodwill. Goodwill is adjusted for any changes to acquisition date fair value amounts made within the measurement period. Acquisition-related transaction costs are recognized separately from the business combination and expensed as incurred. Recently Adopted Accounting Guidance In June 2016, the FASB issued ASU 2016-13, Financial Instruments — Credit Losses (“ASU 2016-13” or “CECL”), which requires measurement and the recognition of expected credit losses for financial assets held. The standard requires the measurement of expected credit losses to be based on relevant information, including historical experience, current conditions and a forecast that is supportable. The Company adopted the standard in the first quarter of 2022, with minimal impact to our consolidated financial statements. As part of the adoption, the Company reviewed its’ portfolio of available-for-sale debt securities in an unrealized loss position, and assessed whether it intends to sell, or it is more likely than not that it will be required to sell before recovery of its’ amortized cost basis. Additionally, the Company evaluated whether the decline in fair value has resulted from credit losses or other factors by considering the extent to which the fair value is less than amortized cost, any changes to the rating of the security by a rating agency, and adverse conditions specifically related to the security, among other factors. If this assessment indicates that a credit loss exists, the Company compares the present value of the cash flows expected to be collected against the amortized cost basis. A credit loss is recorded if the present value of the cash flows is less than the amortized cost basis, limited by the amount that the fair value is less than the amortized cost basis. Upon adoption, the Company did not record an allowance for credit losses on its available-for-sale debt securities. Additionally, the Company reviewed its open trade receivables arising from contractual sales. As part of its analysis, the Company performs periodic credit reviews of all active customers, reviews all trade receivables greater than 90 days past due, calculates historical loss rates and reviews current payment trends of all customers. Recently Issued Accounting Guidance Not Yet Effective In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (“ASU 2020-04”). ASU 2020-04 provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships and other transactions affected by reference rate reform if certain criteria are met. ASU 2020-04 applies only to contracts and hedging relationships that reference the London Interbank Offered Rate (“LIBOR”) or another reference rate expected to be discontinued due to reference rate reform. These amendments are effective immediately and may be applied prospectively to contract modifications made and hedging relationships entered into or evaluated on or before December 31, 2022. We are currently evaluating our contracts and the optional expedients provided by the new standard. In August 2020, the FASB issued ASU 2020-06, Debt (“ASU 2020-06”). ASU 2020-06 reduces the number of accounting models for convertible debt instruments and convertible preferred stock. For convertible instruments with conversion features that are not required to be accounted for as derivatives under ASC 815, Derivatives and Hedging , or that do not result in substantial premiums accounted for as paid-in capital, the embedded conversion features no longer are separated from the host contract. The Company is currently evaluating the impact ASU 2020-06 will have on its condensed consolidated financial statements. |
Business Combinations
Business Combinations | 9 Months Ended |
Sep. 30, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Business Combinations | Business Combinations Merger with Star Peak Corp II As discussed in Note 1 - Description of Business , 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 $225,000, 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”) and 6,553 Private Placement Warrants (the “Private Placement Warrants”), which were listed on the New York Stock Exchange under the symbol “STPC WS.” Upon the closing of the Merger, they 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. Acquisition of Soy Processing Facilities ZFS Creston On December 30, 2021, we completed the acquisition of a food-grade white flake and soy flour manufacturing operation and related assets through the acquisition of ZFS Creston, LLC, a Delaware limited liability company (“ZFS Creston”), for aggregate cash consideration of $103,099, which includes a working capital adjustment payment of $1,034 in Q1 2022. 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 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 7,079 Total assets acquired 113,553 Liabilities: Accounts payable 4,661 Lease liability 853 Accrued expenses and other liabilities 4,940 Total liabilities assumed 10,454 Total purchase price $ 103,099 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. 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 and 10 years for trade name and permits. Effective December 30, 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. 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. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements Assets and liabilities recorded at fair value on a recurring basis on the balance sheets are categorized based upon the level of judgment associated with the inputs used to measure their fair values. The authoritative guidance on fair value measurements establishes a three-tier fair value hierarchy for disclosure of fair value measurements as follows Level 1 — Observable inputs such as unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date. Level 2 — Inputs (other than quoted prices included in Level 1) are either directly or indirectly observable for the asset or liability. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active. Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Our financial instruments consist of cash and cash equivalents, marketable securities, accounts receivable, commodity derivatives, commodity contracts, accounts payable, accrued liabilities, warrant liabilities, conversion option liabilities, and notes payable. As of September 30, 2022 and December 31, 2021, we had cash and cash equivalents of $29,978 and $78,963, respectively, which includes money market funds with maturities of less than three months. At September 30, 2022 and December 31, 2021, the carrying values of cash and cash equivalents, accounts receivable, accounts payable, and accrued liabilities approximated their 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: September 30, 2022 Level 1 Level 2 Level 3 Total Assets U.S. treasury securities $ 20,461 $ — $ — $ 20,461 Corporate bonds — 126,352 — 126,352 Preferred stock — 14,229 — 14,229 Marketable securities $ 20,461 $ 140,581 $ — $ 161,042 Liabilities Warrant liabilities $ 3,824 $ — $ 25,732 $ 29,556 Conversion option liability — — 10,207 10,207 Total liabilities $ 3,824 $ — $ 35,939 $ 39,763 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 There were no transfers of financial assets or liabilities into or out of Level 1, Level 2, or Level 3 for 2022 or 2021. 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. Please see Note 6 - Derivatives 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 - Summary of Significant Accounting Policies , 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 as of the date of acquisition, 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 PIPE Investment Warrants, Convertible Notes Payable Warrants, Notes Payable Warrants, Private Placement Warrants, and Public Warrants. The PIPE Investment Warrants are valued based on a Monte Carlo simulation that values the warrants using a probability weighted discounted cash flow model, which are considered Level 3 liabilities. The Convertible Notes Payable Warrants, Notes Payable Warrants and Private Placement Warrants are valued based on a Black-Scholes option pricing model, which are considered Level 3 liabilities. The Public Warrants are separately listed on the NYSE and traded under the symbol “BHIL WS” and are therefore considered Level 1 liabilities. 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 three and nine months ended September 30, 2022 and 2021. Three Months Ended Nine Months Ended Balance, beginning of period $ 39,068 $ 42,457 Change in estimated fair value (3,129) (33,122) Issuance of PIPE Investment warrants — 26,604 Ending balance, September 30, 2022 $ 35,939 $ 35,939 Three Months Ended Nine Months Ended Balance, beginning of period $ 7,960 $ 5,241 Change in estimated fair value (12,629) (9,910) Assumption of Private Placement Warrants upon Merger $ 34,045 $ 34,045 Issuance of Stock Warrant 4,551 4,551 Conversion of warrants upon Merger $ (4,576) $ (4,576) Ending balance, September 30, 2021 $ 29,351 $ 29,351 Fair Value of Long-Term Debt As of September 30, 2022 and December 31, 2021, the fair value of the Company’s debt, including amounts classified as current, was $101,491 and $85,163, 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 | 9 Months Ended |
Sep. 30, 2022 | |
Investments, Debt and Equity Securities [Abstract] | |
Investments in Available-for-Sale Securities | Investments in Available-for-Sale SecuritiesThe 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. September 30, 2022 Cost Basis Gross Gross Fair Value U.S government and agency securities $ 20,485 $ — $ (24) $ 20,461 Corporate notes and bonds 133,672 — (7,320) 126,352 Preferred stock 15,397 — (1,168) 14,229 Total Investments $ 169,554 $ — $ (8,512) $ 161,042 December 31, 2021 Cost Basis Gross Gross 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 The aggregate fair value of investments with unrealized losses that had been owned for less than a year was $161,042 and $48,098 at September 30, 2022 and December 31, 2021, respectively. The Company had no unrealized losses on investments owned for more than one year at September 30, 2022 and December 31, 2021, respectively. Available-for-sale investments outstanding as of September 30, 2022, classified as marketable securities in the consolidated balance sheets, have maturity dates ranging from the fourth quarter of 2022 through the fourth quarter of 2026. The fair value of marketable securities as of September 30, 2022 with maturities within one year and one to five years is $86,700 and $74,342, 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. In accordance with ASC 326, the Company reviews its portfolio of available-for-sale debt securities in an unrealized loss position quarterly to determine whether the decline in fair value has resulted from credit losses or other factors. This includes considering the extent to which the fair value is less than amortized cost, any changes to the rating of the security by a rating agency, and adverse conditions specifically related to the security, among other factors. If this assessment indicates that a credit loss exists, the Company compares the present value of the cash flows expected to be collected against the amortized cost basis. A credit loss is recorded if the present value of the cash flows is less than the amortized cost basis, limited by the amount that the fair value is less than the amortized cost basis. As of September 30, 2022, the Company determined that the unrealized losses were a result of market and other factors, including rising interest rates, rather than the result of credit losses and therefore no allowance for credit loss was recorded. |
Derivatives
Derivatives | 9 Months Ended |
Sep. 30, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivatives | 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 soybean 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. As of September 30, 2022, the Company held financial futures related to a portion of its forecasted purchases of soybeans for an aggregate notional volume of 3,595 bushels of soybeans; 3,080 bushels of the aggregate notional volume will settle in 2022 with the remaining 515 bushels settling in 2023. As of September 30, 2022, the Company held financial futures related to a portion of its forecasted sales of soybean oil for an aggregate notional volume of 604 pounds of soybean oil; 533 pounds of the aggregate notional volume will settle in 2022, with the remaining 71 pounds settling in 2023. As of September 30, 2022, the Company held financial futures related to a portion of its forecasted sales of soybean meal for an aggregate notional volume of 131 tons of soybean meal; 109 tons of the aggregate notional volume will settle in 2022, with the remaining 22 tons settling in 2023. 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 September 30, 2022 were as follows: Asset Derivative Liability Derivative Soybeans $ 1,747 $ 2,494 Soybean oil 2,222 919 Soybean meal 1,762 153 Effect of daily cash settlement (5,731) (3,566) Net derivatives as classified in the balance sheet $ — $ — The Company’s derivative contracts as of December 31, 2021 were as follows: Asset Derivative Liability 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 $2,838 and $2,504 as of September 30, 2022 and December 31, 2021, respectively. 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 condensed 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: Three Months Ended September 30, 2022 2021 Revenue Cost of sales Revenue Cost of sales Consolidated statement of operations $ 130,179 $ (125,812) $ 32,000 $ (31,591) Soybeans — (3,915) — (263) Soybean oil 3,152 — 316 — Soybean meal 219 — — — Total gain (loss) recognized in income $ 3,371 $ (3,915) $ 316 $ (263) Nine Months Ended September 30, 2022 2021 Revenue Cost of sales Revenue Cost of sales Consolidated statement of operations $ 333,371 $ (328,650) $ 103,494 $ (102,546) Soybeans — (8,935) — (108) Soybean oil (4,046) — 856 — Soybean meal 746 — — — Total (loss) gain recognized in income $ (3,300) $ (8,935) $ 856 $ (108) 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 condensed 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 revenue in the accompanying condensed consolidated statements of operations. The Company classifies the cash effects of its derivatives within the “Cash Flows From Operating Activities” section of the condensed consolidated statements of cash flows. |
Inventories
Inventories | 9 Months Ended |
Sep. 30, 2022 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories Inventories consist of the following: September 30, December 31, Raw materials and supplies $ 16,455 $ 20,578 Work-in-process 10,188 11,580 Finished goods 15,932 16,566 Total inventories $ 42,575 $ 48,724 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 | 9 Months Ended |
Sep. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and Equipment Components of property and equipment are as follows: September 30, December 31, Land $ 7,707 $ 8,026 Furniture and fixtures 3,664 3,116 Machinery, field, and laboratory equipment 82,337 81,119 Computer equipment 2,723 2,545 Vehicles 3,390 2,660 Buildings and building improvements 27,047 26,911 Construction in progress 24,025 18,158 150,893 142,535 Less accumulated depreciation (24,682) (15,650) Property and equipment, net $ 126,211 $ 126,885 |
Debt
Debt | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Debt | Debt September 30, December 31, DDB Term loan, due April 2024 $ 7,678 $ 8,531 DDB Equipment loan, due July 2024 1,400 1,925 Convertible Notes Payable, due July 2025 103,776 80,000 Creston Note Payable, due August 2022 — 5,000 Equipment Financing, due March 2025 3,553 — Notes payable, varying maturities through June 2026 687 313 DDB Revolver — 47 Less: unamortized debt discount and debt issuance costs (7,414) (11,665) 109,680 84,151 Less: DDB Revolver — (47) Less: current maturities of long-term debt (3,173) (6,934) Long-term debt $ 106,507 $ 77,170 Term Loan, Equipment Loan and Revolver In April 2019, our wholly owned subsidiary, Dakota Dry Bean, Inc. (“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 DDB 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 DDB 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 U.S. prime rate plus 0.75%, or 5.50% at September 30, 2022. The interest rate on the DDB Revolver is equal to U.S. prime rate plus 0.25%, or 5.00% at September 30, 2022. 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 DDB 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 the first quarter of 2021, we were in violation of certain financial covenants under the Credit Agreement, which were subsequently waived by the lender. In the first quarter of 2021, the DDB Credit Agreement was amended to clarify the definitions of net worth and EBITDA as used in the calculations 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. See Note 1 - Description of Business for further detail. Convertible Notes Payable In December 2021, the Company entered into a financing agreement with an investment firm (the “Convertible Loan and Security Agreement”), which included a commitment by the lender to make term loans available to the Company in an amount of up to $100,000 with $80,000 available immediately. Under the original Convertible Loan and Security Agreement, upon the Company’s achievement of certain milestones, a second tranche of $20,000 is available on June 30, 2022 and the Company can extend the interest-only period from 12 to 24 months and the maturity date by 6 months effective September 30, 2022. 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 for the first 12 months and principal and interest payments for the remaining 24 months. The term notes are secured by substantially all of the Company’s assets. In June 2022, the Company amended the Convertible Loan and Security Agreement, which changed the definition of gross margin, the Conversion Price and the Exercise Price. The amendment to the definition of gross margin removed the impact of derivative hedging gains or losses related to future periods and resulted in the Company’s achievement of the milestones required to draw on the second tranche. The Company drew on the full amount of the second tranche, $20,000. Effective as of September 30, 2022, the Company achieved the milestones required to extend the interest-only period from 12 to 24 months and extend the maturity date by 6 months. This extended the interest-free period through 2023 and the maturity date to July 2025. The Company will make interest only payments in the average amount of $1,017 for the remaining 16 interest-only periods and principal and interest payments in the average amount of $3,011 for the remaining 18 months. 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 six months and before 42 months from the closing date of the initial term loans, up to $20,000 of the principal amount of the term loans then outstanding may be converted (at the lender’s option) into shares of the Company’s common stock at a price per share (“Conversion Price”) equal to the lower of (a) $2.47; (b) in the case of any “equity purchase commitments” and/or “at-the-market” or similar transactions, which result in the realization by the Company of gross proceeds of $20,000 or more over any period of 14 consecutive trading days prior to September 30, 2022, the VWAP of the common stock on the last trading day of such 14 day period; or (c) the effective price per share of any bona fide equity offering, which closes after June 30, 2022 and prior to September 30, 2022. The conversion option is subject to: (a) the closing sales price of the Company’s common stock for each of the seven consecutive trading days immediately preceding the conversion, being greater than or equal to the conversion price; (b) the shares of the Company’s common stock issued in connection with any such conversion not exceeding 20% 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 the Company’s common stock resulting from the conversion option, when added to all lenders’ pro forma shares of the Company’s common stock resulting from the exercise of the warrants (see Note 1 0 - Warrant L iabilities ), not exceeding 2.5% of the number of shares of the Company’s common stock outstanding at the time of the conversion. As of the date of this report, the lender has not yet exercised their conversion option for any portion of the outstanding principal. 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. The Company is required to maintain, at all times, a minimum liquidity equal to or greater than six months. We were in compliance with these covenants in 2021 and year-to-date 2022. 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 was 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. The amount was paid in full as of August 2022. Equipment Financing |
Warrant Liabilities
Warrant Liabilities | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
Warrants Liabilities | Warrant Liabilities Notes Payable Warrants In February 2020, 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, 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 (the “Exchange Ratio”) resulting in 1,158 warrants to purchase New Benson Hill Common Stock outstanding at September 30, 2022 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, were 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, 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, 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 remaining commitment (December 2021), estimated at $1,028 issuance, were 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. 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 at September 30, 2022. In September 2021 the Company repaid all amounts outstanding on the notes payable associated with these warrants. In conjunction with this repayment, 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 9 — 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 $3,000 by the exercise price of $2.47. The warrants remained outstanding as of September 30, 2022. The fair value of the warrants attributable to the funds loaned to the Company, estimated at $1,690 at issuance, was 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, was recorded as a current asset and will be amortized through the date of commitment expiration 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. PIPE Investment Warrants In March 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 (“PIPE Investment”), for an aggregate purchase price of $85,000. 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 a total of 8,716 warrants. In connection with the private placement, the Company incurred transactions costs of $4,161, $705 of which was allocated to the warrants and expensed. As of September 30, 2022, $362 of the transaction costs were unpaid. The 8,716 warrants remained outstanding as of September 30, 2022. Each warrant to purchase common stock has an exercise price of $3.90 per share and 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 warrants are exercisable at the warrant holder’s discretion at any time before the expiration date of March 2027. 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 at September 30, 2022. 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 became 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: 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: The Company may redeem the outstanding warrants: in whole and not in part; at $0.10 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 |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Company’s effective tax rate was 0% for the three and nine month periods ended September 30, 2022, and 2021, respectively. The 2022 and 2021 effective tax rates differed from the statutory rate of 21% primarily due to the fact that the Company recorded no income tax benefit on the Company’s pretax losses as the Company recorded a full valuation allowance globally. The tax expense recorded relates to minor foreign deferred tax liabilities and the impacts of tax amortization of indefinite-lived intangibles. On August 16, 2022, the Inflation Reduction Act of 2022 (“IRA”) was signed into law. This legislation introduces a 15% corporate alternative minimum tax and a 1% excise tax on stock buybacks among its key tax provisions. The IRA is effective |
Comprehensive Income
Comprehensive Income | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
Comprehensive Income | Comprehensive Income 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 (“AOCI”) by component for the three and nine months ended September 30, 2022 and 2021: Cumulative Foreign Currency Translation Unrealized Gains/(Losses) on Marketable Securities Total Balance at June 30, 2022 $ (421) $ (6,657) $ (7,078) Other comprehensive income (loss) before reclassifications (1) (1,759) (1,760) Amounts reclassified from AOCI — (97) (97) Other comprehensive income (1) (1,856) (1,857) Balance at September 30, 2022 $ (422) $ (8,513) $ (8,935) Balance at December 31, 2021 $ (376) $ (727) $ (1,103) Other comprehensive income before reclassifications (46) (9,918) (9,964) Amounts reclassified from AOCI — 2,132 2,132 Other comprehensive income (loss) (46) (7,786) (7,832) Balance at September 30, 2022 $ (422) $ (8,513) $ (8,935) Balance at June 30, 2021 $ (381) $ (21) $ (402) Other comprehensive loss before reclassifications 31 (121) (90) Amounts reclassified from AOCI — 144 144 Other comprehensive loss 31 23 54 Balance at September 30, 2021 $ (350) $ 2 $ (348) Balance at December 31, 2020 $ (380) $ 55 $ (325) Other comprehensive loss before reclassifications 30 150 180 Amounts reclassified from AOCI — (203) (203) Other comprehensive loss 30 (53) (23) Balance at September 30, 2021 $ (350) $ 2 $ (348) Amounts reclassified from AOCI were reported within “Other (income) expense, net” on the condensed 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 | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Loss Per Common Share | Loss Per Common ShareThe Company computes basic net loss per share using the weighted average number of common shares outstanding during the period. Diluted net 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 stock warrants, stock options and restricted stock units. The dilutive effect of outstanding stock 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 stock 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 three and nine month periods ending September 30, 2022 and 2021 were as follows: Three Months Nine Months Ended Anti-dilutive common share equivalents: 2022 2021 2022 2021 Warrants — 709 25 442 Stock options 3,804 8,803 4,112 7,013 Restricted stock units 5,116 2 4,444 1 Total anti-dilutive common share equivalents 8,920 9,514 8,581 7,456 The following table provides the basis for basic and diluted EPS by outlining the numerators and denominators of the computations: Three Months Nine Months Ended 2022 2021 2022 2021 Numerator: Net loss $ (30,169) $ (34,274) $ (74,299) $ (84,040) Denominator: Weighted average common shares outstanding, basic and diluted 186,097 118,709 177,539 117,714 Net loss per common share, basic and diluted $ (0.16) $ (0.29) $ (0.42) $ (0.71) |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Litigation The Company accrues for costs 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. For all litigation matters, the Company accrued $0 as of September 30, 2022 and December 31, 2021. Other Commitments At September 30, 2022, the Company has committed to purchase from seed producers and growers 4,318 bushels at dates throughout 2022 and 2023 at fixed prices aggregating to $64,841 based on commodity futures or market prices, other payments to growers, and estimated yields per acre, all of which are due within one year. In addition to the obligations for which the price is fixed or determinable, the Company has committed to purchase from seed producers and growers 4,002 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 September 30, 2022 and due to the fact that the grain or seed are subject to specified quality standards prior to delivery. |
Segment Information
Segment Information | 9 Months Ended |
Sep. 30, 2022 | |
Segment Reporting [Abstract] | |
Segment Information | Segment InformationThe 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 more nutritious 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 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 the Fresh or Ingredients reportable segments. Our CODM reviews segment performance and allocates resources based upon segment revenue and Adjusted EBITDA. The Company defines Adjusted EBITDA as consolidated net loss before net interest expense, income tax provision and depreciation and amortization, further adjusted to exclude stock-based compensation, other income and expense, and the impact of significant non-recurring items. Adjusted EBITDA is a non-GAAP financial measure of performance. A reconciliation of the Company’s consolidated loss from continuing operations to Adjusted EBITDA is presented below. The Company had no intersegment revenue. Operating segment results for the three and nine month periods ended September 30, 2022 and 2021 are presented below. Revenue Ingredients Fresh Unallocated and other Total Three Months Ended September 30, 2022 Domestic $ 115,483 $ 7,883 $ 20 $ 123,386 International 6,793 — — 6,793 Total $ 122,276 $ 7,883 $ 20 $ 130,179 Revenue Ingredients Fresh Unallocated and other Total Three Months Ended September 30, 2021 Domestic $ 23,129 $ 8,812 $ 59 $ 32,000 International — — — — Total $ 23,129 $ 8,812 $ 59 $ 32,000 Revenue Ingredients Fresh Unallocated and other Total Three Months Ended September 30, 2022 Point in time $ 120,295 $ 7,883 $ — $ 128,178 Over time 1,981 — 20 2,001 Total $ 122,276 $ 7,883 $ 20 $ 130,179 Revenue Ingredients Fresh Unallocated and other Total Three Months Ended September 30, 2021 Point in time $ 23,129 $ 8,812 $ — $ 31,941 Over time — — 59 59 Total $ 23,129 $ 8,812 $ 59 $ 32,000 Revenue Ingredients Fresh Unallocated and other Total Nine Months Ended September 30, 2022 Domestic $ 271,048 $ 51,318 $ 159 $ 322,525 International 10,846 — — 10,846 Total $ 281,894 $ 51,318 $ 159 $ 333,371 Revenue Ingredients Fresh Unallocated and other Total Nine Months Ended September 2021 Domestic $ 60,048 $ 43,282 $ 164 $ 103,494 International — — — — Total $ 60,048 $ 43,282 $ 164 $ 103,494 Revenue Ingredients Fresh Unallocated and other Total Nine Months ended September 30, 2022 Point in time $ 279,913 $ 51,318 $ — $ 331,231 Over time 1,981 — 159 2,140 Total $ 281,894 $ 51,318 $ 159 $ 333,371 Revenue Ingredients Fresh Unallocated and other Total Nine Months Ended September 30, 2021 Point in time $ 60,048 $ 43,282 $ — $ 103,330 Over time — 164 164 Total $ 60,048 $ 43,282 $ 164 $ 103,494 Revenue Adjusted Three Months Ended September 30, 2022 Ingredients $ 122,276 $ (280) Fresh 7,883 (2,938) Unallocated and other 20 (14,252) Total segment results $ 130,179 $ (17,470) Adjustments to reconcile consolidated net loss to Adjusted EBITDA (for the three months ended September 30, 2022): Consolidated net loss $ (30,169) Interest expense, net 6,278 Income tax expense (benefit) 13 Depreciation and amortization 5,523 Stock-based compensation 4,412 Other expense (income), net (195) Change in fair value of warrants and conversion options (4,035) Other nonrecurring costs, including acquisition, transaction and integration costs 403 Non-recurring SOX readiness costs 60 Severance expense 240 Total Adjusted EBITDA $ (17,470) Revenue Adjusted Three Months Ended September 30, 2021 Ingredients $ 23,129 $ (5,292) Fresh 8,812 (2,402) Unallocated and other 59 (12,450) Total segment results $ 32,000 $ (20,144) Adjustments to reconcile consolidated net loss to Adjusted EBITDA (for the three months ended September 30, 2021): Consolidated net loss $ (34,274) Interest expense, net 1,498 Income tax (benefit) expense 218 Depreciation and amortization 3,030 Stock-based compensation 1,413 Other (income) expense, net (2,065) Change in fair value of warrants and conversion options (15,244) Other nonrecurring costs, including acquisition costs 741 Merger transaction costs 11,693 Loss on extinguishment of debt 11,742 Non-recurring public company readiness costs 1,104 Total Adjusted EBITDA $ (20,144) Revenue Adjusted Nine Months Ended September 30, 2022 Ingredients $ 281,894 $ (16,319) Fresh 51,318 (1,014) Unallocated and other 159 (43,495) Total segment results $ 333,371 $ (60,828) Adjustments to reconcile consolidated net loss to Adjusted EBITDA (for the nine months ended September 30, 2022): Consolidated net loss $ (74,299) Interest expense, net 16,190 Income tax expense (benefit) 30 Depreciation and amortization 16,504 Stock-based compensation 15,771 Other expense (income), net 2,060 Change in fair value of warrants and conversion options (41,676) Other nonrecurring costs, including acquisition, transaction, and integration costs 516 Non-recurring SOX readiness costs 342 Severance expense 529 Fresh segment crop failure costs 1,567 PIPE Investment transaction costs 705 Fresh segment restructuring expenses 933 Total Adjusted EBITDA $ (60,828) Revenue Adjusted Nine Months Ended September 30, 2021 Ingredients $ 60,048 $ (18,489) Fresh 43,282 (2,574) Unallocated and other 164 (29,702) Total segment results $ 103,494 $ (50,765) Adjustments to reconcile consolidated net loss to Adjusted EBITDA (for the nine months ended September 30, 2021): Consolidated net loss $ (84,040) Income tax expense (benefit) $ 218 Depreciation and amortization 8,460 Stock-based compensation 2,769 Other (income) expense, net (2,453) Change in fair value of warrants and conversion options (12,525) Interest expense, net 4,033 Other nonrecurring items, including acquisition costs 1,268 South America seed production costs 2,805 Merger transaction costs 11,693 Loss on extinguishment of debt 11,742 Non-recurring public company readiness costs 5,265 Total Adjusted EBITDA $ (50,765) 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 | 9 Months Ended |
Sep. 30, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | 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 balance sheet date of September 30, 2022 through 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 September 30, 2022, and events that occurred subsequently but were not recognized in the financial statements. In November 2022, the Company entered into a second amendment to the Convertible Loan and Security Agreement, which, among other things, changed the definition of Outstanding Shares based on the updated definition of Market Cap Threshold I. This update served to affirm that the Company successfully met the market capitalization threshold for the 30 trading days ended September 22, 2022. Additionally, the required minimum liquidity covenant requirement was reduced from six months to four months. The amendment also increased the designated interest rate by 25 basis points. Subsequent to September 30, 2022, the Company filed a shelf registration statement on Form S-3 (the “Shelf Registration Statement”) with the SEC that included an “at-the-market” facility for the offer and sale of the Company’s Common Stock with an aggregate offering price of up to $100,000, which Shelf Registration Statement remains subject to a determination of effectiveness by the SEC as of the date of this report. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and our wholly owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. |
Basis of Presentation | The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. GAAP for interim financial reporting and SEC regulations. |
Business Combinations | Business Combinations The Company allocates the purchase price of its acquisitions to the assets acquired and liabilities assumed based upon their respective fair values at the acquisition date. The Company utilizes management estimates and an independent third-party valuation firm to assist in determining these fair values. The excess of the acquisition price over the estimated fair value of the net assets acquired is recorded as goodwill. Goodwill is adjusted for any changes to acquisition date fair value amounts made within the measurement period. Acquisition-related transaction costs are recognized separately from the business combination and expensed as incurred. |
Recently Adopted Accounting Guidance And Recently Issued Accounting Guidance Not Yet Effective | Recently Adopted Accounting Guidance In June 2016, the FASB issued ASU 2016-13, Financial Instruments — Credit Losses (“ASU 2016-13” or “CECL”), which requires measurement and the recognition of expected credit losses for financial assets held. The standard requires the measurement of expected credit losses to be based on relevant information, including historical experience, current conditions and a forecast that is supportable. The Company adopted the standard in the first quarter of 2022, with minimal impact to our consolidated financial statements. As part of the adoption, the Company reviewed its’ portfolio of available-for-sale debt securities in an unrealized loss position, and assessed whether it intends to sell, or it is more likely than not that it will be required to sell before recovery of its’ amortized cost basis. Additionally, the Company evaluated whether the decline in fair value has resulted from credit losses or other factors by considering the extent to which the fair value is less than amortized cost, any changes to the rating of the security by a rating agency, and adverse conditions specifically related to the security, among other factors. If this assessment indicates that a credit loss exists, the Company compares the present value of the cash flows expected to be collected against the amortized cost basis. A credit loss is recorded if the present value of the cash flows is less than the amortized cost basis, limited by the amount that the fair value is less than the amortized cost basis. Upon adoption, the Company did not record an allowance for credit losses on its available-for-sale debt securities. Additionally, the Company reviewed its open trade receivables arising from contractual sales. As part of its analysis, the Company performs periodic credit reviews of all active customers, reviews all trade receivables greater than 90 days past due, calculates historical loss rates and reviews current payment trends of all customers. Recently Issued Accounting Guidance Not Yet Effective In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (“ASU 2020-04”). ASU 2020-04 provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships and other transactions affected by reference rate reform if certain criteria are met. ASU 2020-04 applies only to contracts and hedging relationships that reference the London Interbank Offered Rate (“LIBOR”) or another reference rate expected to be discontinued due to reference rate reform. These amendments are effective immediately and may be applied prospectively to contract modifications made and hedging relationships entered into or evaluated on or before December 31, 2022. We are currently evaluating our contracts and the optional expedients provided by the new standard. In August 2020, the FASB issued ASU 2020-06, Debt (“ASU 2020-06”). ASU 2020-06 reduces the number of accounting models for convertible debt instruments and convertible preferred stock. For convertible instruments with conversion features that are not required to be accounted for as derivatives under ASC 815, Derivatives and Hedging , or that do not result in substantial premiums accounted for as paid-in capital, the embedded conversion features no longer are separated from the host contract. The Company is currently evaluating the impact ASU 2020-06 will have on its condensed consolidated financial statements. |
Business Combinations (Tables)
Business Combinations (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
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 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 7,079 Total assets acquired 113,553 Liabilities: Accounts payable 4,661 Lease liability 853 Accrued expenses and other liabilities 4,940 Total liabilities assumed 10,454 Total purchase price $ 103,099 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
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: September 30, 2022 Level 1 Level 2 Level 3 Total Assets U.S. treasury securities $ 20,461 $ — $ — $ 20,461 Corporate bonds — 126,352 — 126,352 Preferred stock — 14,229 — 14,229 Marketable securities $ 20,461 $ 140,581 $ — $ 161,042 Liabilities Warrant liabilities $ 3,824 $ — $ 25,732 $ 29,556 Conversion option liability — — 10,207 10,207 Total liabilities $ 3,824 $ — $ 35,939 $ 39,763 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 |
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 three and nine months ended September 30, 2022 and 2021. Three Months Ended Nine Months Ended Balance, beginning of period $ 39,068 $ 42,457 Change in estimated fair value (3,129) (33,122) Issuance of PIPE Investment warrants — 26,604 Ending balance, September 30, 2022 $ 35,939 $ 35,939 Three Months Ended Nine Months Ended Balance, beginning of period $ 7,960 $ 5,241 Change in estimated fair value (12,629) (9,910) Assumption of Private Placement Warrants upon Merger $ 34,045 $ 34,045 Issuance of Stock Warrant 4,551 4,551 Conversion of warrants upon Merger $ (4,576) $ (4,576) Ending balance, September 30, 2021 $ 29,351 $ 29,351 |
Investments in Available-for-_2
Investments in Available-for-Sale Securities (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
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. September 30, 2022 Cost Basis Gross Gross Fair Value U.S government and agency securities $ 20,485 $ — $ (24) $ 20,461 Corporate notes and bonds 133,672 — (7,320) 126,352 Preferred stock 15,397 — (1,168) 14,229 Total Investments $ 169,554 $ — $ (8,512) $ 161,042 December 31, 2021 Cost Basis Gross Gross 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 |
Derivatives (Tables)
Derivatives (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Derivative Contracts | The Company’s derivative contracts as of September 30, 2022 were as follows: Asset Derivative Liability Derivative Soybeans $ 1,747 $ 2,494 Soybean oil 2,222 919 Soybean meal 1,762 153 Effect of daily cash settlement (5,731) (3,566) Net derivatives as classified in the balance sheet $ — $ — The Company’s derivative contracts as of December 31, 2021 were as follows: Asset Derivative Liability 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: Three Months Ended September 30, 2022 2021 Revenue Cost of sales Revenue Cost of sales Consolidated statement of operations $ 130,179 $ (125,812) $ 32,000 $ (31,591) Soybeans — (3,915) — (263) Soybean oil 3,152 — 316 — Soybean meal 219 — — — Total gain (loss) recognized in income $ 3,371 $ (3,915) $ 316 $ (263) Nine Months Ended September 30, 2022 2021 Revenue Cost of sales Revenue Cost of sales Consolidated statement of operations $ 333,371 $ (328,650) $ 103,494 $ (102,546) Soybeans — (8,935) — (108) Soybean oil (4,046) — 856 — Soybean meal 746 — — — Total (loss) gain recognized in income $ (3,300) $ (8,935) $ 856 $ (108) |
Inventories (Tables)
Inventories (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories | Inventories consist of the following: September 30, December 31, Raw materials and supplies $ 16,455 $ 20,578 Work-in-process 10,188 11,580 Finished goods 15,932 16,566 Total inventories $ 42,575 $ 48,724 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Components of property and equipment are as follows: September 30, December 31, Land $ 7,707 $ 8,026 Furniture and fixtures 3,664 3,116 Machinery, field, and laboratory equipment 82,337 81,119 Computer equipment 2,723 2,545 Vehicles 3,390 2,660 Buildings and building improvements 27,047 26,911 Construction in progress 24,025 18,158 150,893 142,535 Less accumulated depreciation (24,682) (15,650) Property and equipment, net $ 126,211 $ 126,885 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt | September 30, December 31, DDB Term loan, due April 2024 $ 7,678 $ 8,531 DDB Equipment loan, due July 2024 1,400 1,925 Convertible Notes Payable, due July 2025 103,776 80,000 Creston Note Payable, due August 2022 — 5,000 Equipment Financing, due March 2025 3,553 — Notes payable, varying maturities through June 2026 687 313 DDB Revolver — 47 Less: unamortized debt discount and debt issuance costs (7,414) (11,665) 109,680 84,151 Less: DDB Revolver — (47) Less: current maturities of long-term debt (3,173) (6,934) Long-term debt $ 106,507 $ 77,170 |
Comprehensive Income (Tables)
Comprehensive Income (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
Schedule of Accumulated Other Comprehensive Income | The following table shows changes in accumulated other comprehensive income (“AOCI”) by component for the three and nine months ended September 30, 2022 and 2021: Cumulative Foreign Currency Translation Unrealized Gains/(Losses) on Marketable Securities Total Balance at June 30, 2022 $ (421) $ (6,657) $ (7,078) Other comprehensive income (loss) before reclassifications (1) (1,759) (1,760) Amounts reclassified from AOCI — (97) (97) Other comprehensive income (1) (1,856) (1,857) Balance at September 30, 2022 $ (422) $ (8,513) $ (8,935) Balance at December 31, 2021 $ (376) $ (727) $ (1,103) Other comprehensive income before reclassifications (46) (9,918) (9,964) Amounts reclassified from AOCI — 2,132 2,132 Other comprehensive income (loss) (46) (7,786) (7,832) Balance at September 30, 2022 $ (422) $ (8,513) $ (8,935) Balance at June 30, 2021 $ (381) $ (21) $ (402) Other comprehensive loss before reclassifications 31 (121) (90) Amounts reclassified from AOCI — 144 144 Other comprehensive loss 31 23 54 Balance at September 30, 2021 $ (350) $ 2 $ (348) Balance at December 31, 2020 $ (380) $ 55 $ (325) Other comprehensive loss before reclassifications 30 150 180 Amounts reclassified from AOCI — (203) (203) Other comprehensive loss 30 (53) (23) Balance at September 30, 2021 $ (350) $ 2 $ (348) |
Loss Per Common Share (Tables)
Loss Per Common Share (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Anti-dilutive Common Share Equivalents | The weighted average share impact of stock 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 three and nine month periods ending September 30, 2022 and 2021 were as follows: Three Months Nine Months Ended Anti-dilutive common share equivalents: 2022 2021 2022 2021 Warrants — 709 25 442 Stock options 3,804 8,803 4,112 7,013 Restricted stock units 5,116 2 4,444 1 Total anti-dilutive common share equivalents 8,920 9,514 8,581 7,456 |
Schedule of Weighted Average Number of Shares | The following table provides the basis for basic and diluted EPS by outlining the numerators and denominators of the computations: Three Months Nine Months Ended 2022 2021 2022 2021 Numerator: Net loss $ (30,169) $ (34,274) $ (74,299) $ (84,040) Denominator: Weighted average common shares outstanding, basic and diluted 186,097 118,709 177,539 117,714 Net loss per common share, basic and diluted $ (0.16) $ (0.29) $ (0.42) $ (0.71) |
Segment Information (Tables)
Segment Information (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Segment Reporting [Abstract] | |
Schedule of Segment Information | The Company had no intersegment revenue. Operating segment results for the three and nine month periods ended September 30, 2022 and 2021 are presented below. Revenue Ingredients Fresh Unallocated and other Total Three Months Ended September 30, 2022 Domestic $ 115,483 $ 7,883 $ 20 $ 123,386 International 6,793 — — 6,793 Total $ 122,276 $ 7,883 $ 20 $ 130,179 Revenue Ingredients Fresh Unallocated and other Total Three Months Ended September 30, 2021 Domestic $ 23,129 $ 8,812 $ 59 $ 32,000 International — — — — Total $ 23,129 $ 8,812 $ 59 $ 32,000 Revenue Ingredients Fresh Unallocated and other Total Three Months Ended September 30, 2022 Point in time $ 120,295 $ 7,883 $ — $ 128,178 Over time 1,981 — 20 2,001 Total $ 122,276 $ 7,883 $ 20 $ 130,179 Revenue Ingredients Fresh Unallocated and other Total Three Months Ended September 30, 2021 Point in time $ 23,129 $ 8,812 $ — $ 31,941 Over time — — 59 59 Total $ 23,129 $ 8,812 $ 59 $ 32,000 Revenue Ingredients Fresh Unallocated and other Total Nine Months Ended September 30, 2022 Domestic $ 271,048 $ 51,318 $ 159 $ 322,525 International 10,846 — — 10,846 Total $ 281,894 $ 51,318 $ 159 $ 333,371 Revenue Ingredients Fresh Unallocated and other Total Nine Months Ended September 2021 Domestic $ 60,048 $ 43,282 $ 164 $ 103,494 International — — — — Total $ 60,048 $ 43,282 $ 164 $ 103,494 Revenue Ingredients Fresh Unallocated and other Total Nine Months ended September 30, 2022 Point in time $ 279,913 $ 51,318 $ — $ 331,231 Over time 1,981 — 159 2,140 Total $ 281,894 $ 51,318 $ 159 $ 333,371 Revenue Ingredients Fresh Unallocated and other Total Nine Months Ended September 30, 2021 Point in time $ 60,048 $ 43,282 $ — $ 103,330 Over time — 164 164 Total $ 60,048 $ 43,282 $ 164 $ 103,494 Revenue Adjusted Three Months Ended September 30, 2022 Ingredients $ 122,276 $ (280) Fresh 7,883 (2,938) Unallocated and other 20 (14,252) Total segment results $ 130,179 $ (17,470) Adjustments to reconcile consolidated net loss to Adjusted EBITDA (for the three months ended September 30, 2022): Consolidated net loss $ (30,169) Interest expense, net 6,278 Income tax expense (benefit) 13 Depreciation and amortization 5,523 Stock-based compensation 4,412 Other expense (income), net (195) Change in fair value of warrants and conversion options (4,035) Other nonrecurring costs, including acquisition, transaction and integration costs 403 Non-recurring SOX readiness costs 60 Severance expense 240 Total Adjusted EBITDA $ (17,470) Revenue Adjusted Three Months Ended September 30, 2021 Ingredients $ 23,129 $ (5,292) Fresh 8,812 (2,402) Unallocated and other 59 (12,450) Total segment results $ 32,000 $ (20,144) Adjustments to reconcile consolidated net loss to Adjusted EBITDA (for the three months ended September 30, 2021): Consolidated net loss $ (34,274) Interest expense, net 1,498 Income tax (benefit) expense 218 Depreciation and amortization 3,030 Stock-based compensation 1,413 Other (income) expense, net (2,065) Change in fair value of warrants and conversion options (15,244) Other nonrecurring costs, including acquisition costs 741 Merger transaction costs 11,693 Loss on extinguishment of debt 11,742 Non-recurring public company readiness costs 1,104 Total Adjusted EBITDA $ (20,144) Revenue Adjusted Nine Months Ended September 30, 2022 Ingredients $ 281,894 $ (16,319) Fresh 51,318 (1,014) Unallocated and other 159 (43,495) Total segment results $ 333,371 $ (60,828) Adjustments to reconcile consolidated net loss to Adjusted EBITDA (for the nine months ended September 30, 2022): Consolidated net loss $ (74,299) Interest expense, net 16,190 Income tax expense (benefit) 30 Depreciation and amortization 16,504 Stock-based compensation 15,771 Other expense (income), net 2,060 Change in fair value of warrants and conversion options (41,676) Other nonrecurring costs, including acquisition, transaction, and integration costs 516 Non-recurring SOX readiness costs 342 Severance expense 529 Fresh segment crop failure costs 1,567 PIPE Investment transaction costs 705 Fresh segment restructuring expenses 933 Total Adjusted EBITDA $ (60,828) Revenue Adjusted Nine Months Ended September 30, 2021 Ingredients $ 60,048 $ (18,489) Fresh 43,282 (2,574) Unallocated and other 164 (29,702) Total segment results $ 103,494 $ (50,765) Adjustments to reconcile consolidated net loss to Adjusted EBITDA (for the nine months ended September 30, 2021): Consolidated net loss $ (84,040) Income tax expense (benefit) $ 218 Depreciation and amortization 8,460 Stock-based compensation 2,769 Other (income) expense, net (2,453) Change in fair value of warrants and conversion options (12,525) Interest expense, net 4,033 Other nonrecurring items, including acquisition costs 1,268 South America seed production costs 2,805 Merger transaction costs 11,693 Loss on extinguishment of debt 11,742 Non-recurring public company readiness costs 5,265 Total Adjusted EBITDA $ (50,765) |
Description of Business - Narra
Description of Business - Narratives (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||||
Jun. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Debt Instrument [Line Items] | ||||||
Net loss | $ 30,169,000 | $ 34,274,000 | $ 74,299,000 | $ 84,040,000 | ||
Net cash used in operating activities | 64,387,000 | 73,583,000 | ||||
Capital expenditures | 11,835,000 | 26,603,000 | ||||
Term debt and notes payable | 109,680,000 | 109,680,000 | $ 84,151,000 | |||
Accumulated deficit | 354,868,000 | 354,868,000 | 280,569,000 | |||
Cash and cash equivalents | 29,978,000 | 29,978,000 | 78,963,000 | |||
Marketable securities | 162,939,000 | 162,939,000 | $ 103,689,000 | |||
Company drew amount | 18,970,000 | $ 20,464,000 | ||||
Long-Term Debt | ||||||
Debt Instrument [Line Items] | ||||||
Term debt and notes payable | $ 109,680,000 | $ 109,680,000 | ||||
Convertible Notes Payable | Second tranche | ||||||
Debt Instrument [Line Items] | ||||||
Available borrowing | $ 20,000,000 | |||||
Company drew amount | $ 20,000,000 |
Business Combinations - Narrati
Business Combinations - Narratives (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Dec. 30, 2021 USD ($) | Sep. 29, 2021 USD ($) $ / shares shares | Sep. 17, 2021 USD ($) | Mar. 31, 2022 USD ($) $ / shares | Sep. 30, 2022 USD ($) $ / shares shares | Sep. 30, 2021 USD ($) | Dec. 31, 2021 $ / shares shares | Sep. 28, 2021 $ / shares shares | |
Business Acquisition [Line Items] | ||||||||
Common stock, par value (in usd per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Exchange ratio | 1.0754 | |||||||
Number of shares issued in transaction (in shares) | shares | 22,500,000 | |||||||
Purchase price (in usd per share) | $ / shares | $ 10 | |||||||
Consideration received on transaction | $ 225,000 | |||||||
All classes of capital stock (in shares) | shares | 441,000,000 | |||||||
Common stock, shares authorized (in shares) | shares | 440,000,000 | 440,000,000 | 440,000,000 | |||||
Preferred stock, shares authorized (in shares) | shares | 1,000,000 | 1,000,000 | 1,000,000 | |||||
Convertible preferred stock, par value (in usd per share) | $ / shares | $ 0.0001 | $ 0.001 | $ 0.001 | |||||
Payments to acquire business | $ 1,044 | $ 10,853 | ||||||
ZFS Creston, LLC | ||||||||
Business Acquisition [Line Items] | ||||||||
Payments to acquire business | $ 103,099 | |||||||
Working capital adjustment payment | $ 1,034 | |||||||
Identified intangible assets | 11,000 | |||||||
ZFS Creston, LLC | Customer Relationships | ||||||||
Business Acquisition [Line Items] | ||||||||
Identified intangible assets | $ 5,500 | |||||||
Preliminary estimated useful life | 15 years | |||||||
ZFS Creston, LLC | Trade Names | ||||||||
Business Acquisition [Line Items] | ||||||||
Identified intangible assets | $ 2,000 | |||||||
Preliminary estimated useful life | 10 years | |||||||
ZFS Creston, LLC | Patented Technology | ||||||||
Business Acquisition [Line Items] | ||||||||
Identified intangible assets | $ 3,000 | |||||||
Preliminary estimated useful life | 15 years | |||||||
ZFS Creston, LLC | Permits | ||||||||
Business Acquisition [Line Items] | ||||||||
Identified intangible assets | $ 500 | |||||||
Preliminary estimated useful life | 10 years | |||||||
Rose Acre Farms | ||||||||
Business Acquisition [Line Items] | ||||||||
Total consideration | $ 14,567 | |||||||
Public Warrants | ||||||||
Business Acquisition [Line Items] | ||||||||
Warrants (in shares) | shares | 10,063,000 | |||||||
Private Placement Warrants | ||||||||
Business Acquisition [Line Items] | ||||||||
Warrants (in shares) | shares | 6,553,000 | |||||||
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 Acquired Assets and Liabilities (Details) - ZFS Creston, LLC $ in Thousands | Dec. 30, 2021 USD ($) |
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 | 7,079 |
Total assets acquired | 113,553 |
Liabilities: | |
Accounts payable | 4,661 |
Lease liability | 853 |
Accrued expenses and other liabilities | 4,940 |
Total liabilities assumed | 10,454 |
Total purchase price | $ 103,099 |
Fair Value Measurements - Narra
Fair Value Measurements - Narratives (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Fair Value Disclosures [Abstract] | ||
Cash and cash equivalents | $ 29,978 | $ 78,963 |
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 | $ 101,491 | $ 85,163 |
Fair Value Measurements - Finan
Fair Value Measurements - Financial Instruments Measured at Fair Value (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Liabilities | ||
Conversion option liability | $ 10,207 | $ 8,783 |
Corporate bonds | ||
Assets | ||
Debt securities | 126,352 | 82,086 |
Preferred stock | ||
Assets | ||
Preferred stock | 14,229 | 21,603 |
Recurring | ||
Assets | ||
Marketable securities | 161,042 | 103,689 |
Liabilities | ||
Total liabilities | 39,763 | 54,834 |
Recurring | U.S. treasury securities | ||
Assets | ||
Debt securities | 20,461 | 0 |
Recurring | Corporate bonds | ||
Assets | ||
Debt securities | 126,352 | 82,086 |
Recurring | Preferred stock | ||
Assets | ||
Preferred stock | 14,229 | 21,603 |
Recurring | Warrant liabilities | ||
Liabilities | ||
Warrant liabilities | 29,556 | 46,051 |
Recurring | Conversion option liability | ||
Liabilities | ||
Conversion option liability | 10,207 | 8,783 |
Recurring | Level 1 | ||
Assets | ||
Marketable securities | 20,461 | 0 |
Liabilities | ||
Total liabilities | 3,824 | 12,377 |
Recurring | Level 1 | U.S. treasury securities | ||
Assets | ||
Debt securities | 20,461 | 0 |
Recurring | Level 1 | Corporate bonds | ||
Assets | ||
Debt securities | 0 | 0 |
Recurring | Level 1 | Preferred stock | ||
Assets | ||
Preferred stock | 0 | 0 |
Recurring | Level 1 | Warrant liabilities | ||
Liabilities | ||
Warrant liabilities | 3,824 | 12,377 |
Recurring | Level 1 | Conversion option liability | ||
Liabilities | ||
Conversion option liability | 0 | 0 |
Recurring | Level 2 | ||
Assets | ||
Marketable securities | 140,581 | 103,689 |
Liabilities | ||
Total liabilities | 0 | 0 |
Recurring | Level 2 | U.S. treasury securities | ||
Assets | ||
Debt securities | 0 | 0 |
Recurring | Level 2 | Corporate bonds | ||
Assets | ||
Debt securities | 126,352 | 82,086 |
Recurring | Level 2 | Preferred stock | ||
Assets | ||
Preferred stock | 14,229 | 21,603 |
Recurring | Level 2 | Warrant liabilities | ||
Liabilities | ||
Warrant liabilities | 0 | 0 |
Recurring | Level 2 | Conversion option liability | ||
Liabilities | ||
Conversion option liability | 0 | 0 |
Recurring | Level 3 | ||
Assets | ||
Marketable securities | 0 | 0 |
Liabilities | ||
Total liabilities | 35,939 | 42,457 |
Recurring | Level 3 | U.S. treasury securities | ||
Assets | ||
Debt securities | 0 | 0 |
Recurring | Level 3 | Corporate bonds | ||
Assets | ||
Debt securities | 0 | 0 |
Recurring | Level 3 | Preferred stock | ||
Assets | ||
Preferred stock | 0 | 0 |
Recurring | Level 3 | Warrant liabilities | ||
Liabilities | ||
Warrant liabilities | 25,732 | 33,674 |
Recurring | Level 3 | Conversion option liability | ||
Liabilities | ||
Conversion option liability | $ 10,207 | $ 8,783 |
Fair Value Measurements - Unobs
Fair Value Measurements - Unobservable Input Reconciliation (Details) - Warrant Liabilities - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
Balance, beginning of period | $ 39,068 | $ 7,960 | $ 42,457 | $ 5,241 |
Change in estimated fair value | (3,129) | (12,629) | (33,122) | (9,910) |
Assumption of Private Placement Warrants upon Merger | 34,045 | 34,045 | ||
Issuance of PIPE Investment warrants | 0 | 4,551 | 26,604 | 4,551 |
Conversion of warrants upon Merger | (4,576) | (4,576) | ||
Ending balance | $ 35,939 | $ 29,351 | $ 35,939 | $ 29,351 |
Investments in Available-for-_3
Investments in Available-for-Sale Securities - Summary of Securities Classified as Available-for-Sale (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Equity Securities, FV-NI [Abstract] | ||
Cost Basis | $ 169,554 | $ 103,560 |
Gross Unrealized Gains | 0 | 698 |
Gross Unrealized Losses | (8,512) | (569) |
Fair Value | 161,042 | 103,689 |
U.S government and agency securities | ||
Debt Securities | ||
Cost Basis | 20,485 | 0 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | (24) | 0 |
Fair Value | 20,461 | 0 |
Corporate notes and bonds | ||
Debt Securities | ||
Cost Basis | 133,672 | 82,007 |
Gross Unrealized Gains | 0 | 572 |
Gross Unrealized Losses | (7,320) | (493) |
Fair Value | 126,352 | 82,086 |
Preferred stock | ||
Equity Securities, FV-NI [Abstract] | ||
Cost Basis | 15,397 | 21,553 |
Gross Unrealized Gains | 0 | 126 |
Gross Unrealized Losses | (1,168) | (76) |
Fair Value | $ 14,229 | $ 21,603 |
Investments in Available-for-_4
Investments in Available-for-Sale Securities - Narratives (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Investments, Debt and Equity Securities [Abstract] | ||
Fair value of investments with unrealized losses, less than a year | $ 161,042,000 | $ 48,098,000 |
Fair value of investments with unrealized losses, more than a year | 0 | $ 0 |
Marketable securities with maturity one year | 86,700,000 | |
Marketable securities maturity one to five years | $ 74,342,000 |
Derivatives - Narratives (Detai
Derivatives - Narratives (Details) lb in Thousands, bu in Thousands, T in Thousands | 9 Months Ended | |||
Sep. 30, 2022 USD ($) bu | Sep. 30, 2022 USD ($) lb | Sep. 30, 2022 USD ($) T | Dec. 31, 2021 USD ($) | |
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 | $ | $ 2,838,000 | $ 2,838,000 | $ 2,838,000 | $ 2,504,000 |
Soybeans | ||||
Price Risk Derivatives [Line Items] | ||||
Financial futures | 3,595 | |||
Aggregate notional amount | 604 | 131 | ||
Soybean contract, settling in current year | ||||
Price Risk Derivatives [Line Items] | ||||
Financial futures | 3,080 | |||
Aggregate notional amount | 533 | 109 | ||
Soybean contract, settling next year | ||||
Price Risk Derivatives [Line Items] | ||||
Financial futures | 515 | |||
Aggregate notional amount | 71 | 22 |
Derivatives - Derivative Contra
Derivatives - Derivative Contracts (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Asset Derivative | ||
Effect of daily cash settlement | $ (5,731) | $ (23) |
Net derivatives as classified in the balance sheet | 0 | 0 |
Liability Derivative | ||
Effect of daily cash settlement | (3,566) | (1,277) |
Net derivatives as classified in the balance sheet | 0 | 0 |
Soybeans | ||
Asset Derivative | ||
Soybeans | 1,747 | 18 |
Liability Derivative | ||
Soybeans | 2,494 | 48 |
Soybean oil | ||
Asset Derivative | ||
Soybeans | 2,222 | 5 |
Liability Derivative | ||
Soybeans | 919 | 1 |
Soybean meal | ||
Asset Derivative | ||
Soybeans | 1,762 | 0 |
Liability Derivative | ||
Soybeans | $ 153 | $ 1,228 |
Derivatives - Pre-tax Gains and
Derivatives - Pre-tax Gains and Losses (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Derivative [Line Items] | ||||
Revenue | $ 130,179 | $ 32,000 | $ 333,371 | $ 103,494 |
Cost of Goods and Services Sold | (125,812) | (31,591) | (328,650) | (102,546) |
Not Designated as Hedging Instrument | Sales | ||||
Derivative [Line Items] | ||||
Total gain (loss) recognized in income | 3,371 | 316 | (3,300) | 856 |
Not Designated as Hedging Instrument | Cost of Sales | ||||
Derivative [Line Items] | ||||
Total gain (loss) recognized in income | (3,915) | (263) | (8,935) | (108) |
Soybeans | Not Designated as Hedging Instrument | Sales | ||||
Derivative [Line Items] | ||||
Total gain (loss) recognized in income | 0 | 0 | 0 | 0 |
Soybeans | Not Designated as Hedging Instrument | Cost of Sales | ||||
Derivative [Line Items] | ||||
Total gain (loss) recognized in income | (3,915) | (263) | (8,935) | (108) |
Soybean oil | Not Designated as Hedging Instrument | Sales | ||||
Derivative [Line Items] | ||||
Total gain (loss) recognized in income | 3,152 | 316 | (4,046) | 856 |
Soybean oil | Not Designated as Hedging Instrument | Cost of Sales | ||||
Derivative [Line Items] | ||||
Total gain (loss) recognized in income | 0 | 0 | 0 | 0 |
Soybean meal | Not Designated as Hedging Instrument | Sales | ||||
Derivative [Line Items] | ||||
Total gain (loss) recognized in income | 219 | 0 | 746 | 0 |
Soybean meal | Not Designated as Hedging Instrument | Cost of Sales | ||||
Derivative [Line Items] | ||||
Total gain (loss) recognized in income | $ 0 | $ 0 | $ 0 | $ 0 |
Inventories (Details)
Inventories (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Inventory Disclosure [Abstract] | ||
Raw materials and supplies | $ 16,455 | $ 20,578 |
Work-in-process | 10,188 | 11,580 |
Finished goods | 15,932 | 16,566 |
Total inventories | $ 42,575 | $ 48,724 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | |||||
Property, plant and equipment, gross | $ 150,893,000 | $ 150,893,000 | $ 142,535,000 | ||
Less accumulated depreciation | (24,682,000) | (24,682,000) | (15,650,000) | ||
Property and equipment, net | 126,211,000 | 126,211,000 | 126,885,000 | ||
Depreciation | 2,876,000 | $ 2,839,000 | 9,519,000 | $ 3,564,000 | |
Capitalized interest costs | 454,000 | $ 516,000 | 1,236,000 | $ 771,000 | |
Impairment charges | 0 | ||||
Fresh | |||||
Property, Plant and Equipment [Line Items] | |||||
Property and equipment, net | $ 42,430,000 | $ 42,430,000 | |||
Estimated impairment loss on disposal | 50% | 50% | |||
Land | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, plant and equipment, gross | $ 7,707,000 | $ 7,707,000 | 8,026,000 | ||
Furniture and fixtures | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, plant and equipment, gross | 3,664,000 | 3,664,000 | 3,116,000 | ||
Machinery, field, and laboratory equipment | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, plant and equipment, gross | 82,337,000 | 82,337,000 | 81,119,000 | ||
Computer equipment | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, plant and equipment, gross | 2,723,000 | 2,723,000 | 2,545,000 | ||
Vehicles | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, plant and equipment, gross | 3,390,000 | 3,390,000 | 2,660,000 | ||
Buildings and building improvements | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, plant and equipment, gross | 27,047,000 | 27,047,000 | 26,911,000 | ||
Construction in progress | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, plant and equipment, gross | $ 24,025,000 | $ 24,025,000 | $ 18,158,000 |
Debt - Schedule of Long-term De
Debt - Schedule of Long-term Debt (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||
Less: unamortized debt discount and debt issuance costs | $ (7,414) | $ (11,665) |
Long-term debt | 109,680 | 84,151 |
Current maturities of long-term debt | (3,173) | (6,934) |
Long-term debt | 106,507 | 77,170 |
Long-Term Debt | ||
Debt Instrument [Line Items] | ||
Long-term debt | 109,680 | |
Current maturities of long-term debt | (3,173) | (6,934) |
Secured Debt | Equipment Financing, due March 2025 | ||
Debt Instrument [Line Items] | ||
Long-term debt | 3,553 | 0 |
Convertible Notes Payable | Convertible Notes Payable, due July 2025 | ||
Debt Instrument [Line Items] | ||
Long-term debt | 103,776 | 80,000 |
Convertible Notes Payable | Creston Note Payable, due August 2022 | ||
Debt Instrument [Line Items] | ||
Long-term debt | 0 | 5,000 |
Notes Payable | Notes payable, varying maturities through June 2026 | ||
Debt Instrument [Line Items] | ||
Long-term debt | 687 | 313 |
Revolving credit facility | DDB Revolver | ||
Debt Instrument [Line Items] | ||
Current maturities of long-term debt | 0 | (47) |
Revolving credit facility | Secured Debt | DDB Term loan, due April 2024 | ||
Debt Instrument [Line Items] | ||
Long-term debt | 7,678 | 8,531 |
Revolving credit facility | Secured Debt | DDB Equipment loan, due July 2024 | ||
Debt Instrument [Line Items] | ||
Long-term debt | 1,400 | 1,925 |
Revolving credit facility | Revolving credit facility | DDB Revolver | ||
Debt Instrument [Line Items] | ||
Long-term debt | $ 0 | $ 47 |
Debt - Narratives (Details)
Debt - Narratives (Details) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2022 USD ($) | Jun. 30, 2022 USD ($) | Apr. 30, 2019 USD ($) | Dec. 31, 2021 USD ($) day $ / shares | Mar. 31, 2022 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | |
Debt Instrument [Line Items] | |||||||
Borrowing under revolving line of credit | $ 18,970,000 | $ 20,464,000 | |||||
Secured Debt | Credit Agreement | |||||||
Debt Instrument [Line Items] | |||||||
Maximum amount guaranteed | $ 7,000,000 | 7,000,000 | |||||
Secured Debt | Credit Agreement | DDB Term Loan | |||||||
Debt Instrument [Line Items] | |||||||
Aggregate principal amount | $ 14,000,000 | ||||||
Debt term | 5 years | ||||||
Equal quarterly installments | 284,000 | ||||||
Remaining balance | $ 5,972,000 | 5,972,000 | |||||
Secured Debt | Credit Agreement | DDB Equipment loan, due July 2024 | |||||||
Debt Instrument [Line Items] | |||||||
Aggregate principal amount | $ 3,500,000 | ||||||
Equal quarterly installments | $ 175,000 | ||||||
Secured Debt | Credit Agreement | DDB Term Loan and DDB Equipment Loan | |||||||
Debt Instrument [Line Items] | |||||||
Interest rate | 5.50% | 5.50% | |||||
Secured Debt | Credit Agreement | DDB Term Loan and DDB Equipment Loan | Prime Rate | |||||||
Debt Instrument [Line Items] | |||||||
Variable rate | 0.75% | ||||||
Credit Agreement | Credit Agreement | DDB Revolver | |||||||
Debt Instrument [Line Items] | |||||||
Interest rate | 5% | 5% | |||||
Credit Agreement | Credit Agreement | DDB Revolver | Prime Rate | |||||||
Debt Instrument [Line Items] | |||||||
Variable rate | 0.25% | ||||||
Revolver | Credit Agreement | DDB Revolver | |||||||
Debt Instrument [Line Items] | |||||||
Available borrowing | $ 6,000,000 | ||||||
Convertible Notes Payable | Convertible Loan and Security Agreement | |||||||
Debt Instrument [Line Items] | |||||||
Available borrowing | $ 100,000,000 | ||||||
Remaining balance | 10,700,000 | ||||||
Available borrowing | $ 80,000,000 | ||||||
Interest only extension term | 12 months | ||||||
Milestone achievement extension | 6 months | 36 months | |||||
Borrowing under revolving line of credit | $ 80,000,000 | ||||||
Final payment | 14,200,000 | ||||||
Debt redemption maximum | $ 20,000,000 | ||||||
Consecutive trading days | day | 7 | ||||||
Trading volume conversion maximum | 20% | ||||||
Consecutive trading days | day | 22 | ||||||
Shares outstanding conversion maximum | 2.50% | ||||||
Conversion option | $ 8,783,000 | ||||||
Minimum liquidity, equal to or greater than | 6 months | ||||||
Convertible Notes Payable | Convertible Loan and Security Agreement | First period | |||||||
Debt Instrument [Line Items] | |||||||
Interest only extension term | 16 months | ||||||
Monthly interest payment | $ 1,017,000 | ||||||
Conversion stock price (in usd per share) | $ / shares | $ 2.47 | ||||||
Convertible Notes Payable | Convertible Loan and Security Agreement | Second period | |||||||
Debt Instrument [Line Items] | |||||||
Interest only extension term | 18 months | 12 months | |||||
Stated rate | 5.75% | ||||||
Principal and interest installment | $ 3,011,000,000 | ||||||
Gross proceeds | $ 20,000,000 | ||||||
Common stock trading day | day | 14 | ||||||
Convertible Notes Payable | Convertible Loan and Security Agreement | Third period | |||||||
Debt Instrument [Line Items] | |||||||
Interest only extension term | 24 months | ||||||
Convertible Notes Payable | Convertible Loan and Security Agreement | Minimum | |||||||
Debt Instrument [Line Items] | |||||||
Prepayment fee | 1% | ||||||
conversion term | 6 months | ||||||
Convertible Notes Payable | Convertible Loan and Security Agreement | Maximum | |||||||
Debt Instrument [Line Items] | |||||||
Prepayment fee | 6% | ||||||
conversion term | 42 months | ||||||
Convertible Notes Payable | Convertible Loan and Security Agreement | Prime Rate | |||||||
Debt Instrument [Line Items] | |||||||
Variable rate | 3.25% | ||||||
Convertible Notes Payable | Second tranche | |||||||
Debt Instrument [Line Items] | |||||||
Available borrowing | $ 20,000,000 | ||||||
Available borrowing | $ 20,000 | ||||||
Interest only extension term | 24 months | ||||||
Borrowing under revolving line of credit | $ 20,000,000 | ||||||
Notes Payable | |||||||
Debt Instrument [Line Items] | |||||||
Equity financing liability amount | $ 4,078,000 | ||||||
Proceeds recorded as financing liability | $ 133,000 | ||||||
Financing arrangement term | 36 months | ||||||
Notes Payable | Creston Note Payable | |||||||
Debt Instrument [Line Items] | |||||||
Aggregate principal amount | $ 5,000,000 | ||||||
Stated rate | 3% | ||||||
Notes Payable | Creston Note Payable | Minimum | |||||||
Debt Instrument [Line Items] | |||||||
Equal quarterly installments | $ 833,000 |
Warrant Liabilities - Narrative
Warrant Liabilities - Narratives (Details) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||||||
Jun. 30, 2022 USD ($) | Sep. 29, 2021 $ / shares shares | Sep. 28, 2021 $ / shares shares | Jan. 08, 2021 day $ / shares shares | Mar. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) $ / shares | Feb. 29, 2020 USD ($) $ / shares shares | Mar. 31, 2022 day $ / shares shares | Sep. 30, 2022 USD ($) $ / shares shares | Sep. 30, 2021 USD ($) | Jan. 08, 2018 shares | |
Class of Stock [Line Items] | |||||||||||
Exchange ratio | 1.0754 | ||||||||||
Shares issued (in shares) | shares | 350,000 | ||||||||||
Borrowing under revolving line of credit | $ 18,970,000 | $ 20,464,000 | |||||||||
Common stock, par value (in usd per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||
PIPE Investment | |||||||||||
Class of Stock [Line Items] | |||||||||||
Transaction costs | $ 4,161,000 | ||||||||||
IPO | STPC | |||||||||||
Class of Stock [Line Items] | |||||||||||
Units issued (in shares) | shares | 40,250,000 | ||||||||||
Notes Payable | Loan and Security Agreement | |||||||||||
Class of Stock [Line Items] | |||||||||||
Aggregate principal amount | $ 20,000,000 | ||||||||||
Notes Payable | Loan and Security Agreement, second tranche | |||||||||||
Class of Stock [Line Items] | |||||||||||
Available borrowing | $ 15,000,000 | ||||||||||
Notes Payable | New Loan and Security Agreement | |||||||||||
Class of Stock [Line Items] | |||||||||||
Aggregate principal amount | 20,000 | ||||||||||
Available borrowing | 20,000 | ||||||||||
Notes Payable | New Loan and Security Agreement, Remaining Commitment | |||||||||||
Class of Stock [Line Items] | |||||||||||
Available borrowing | 20,000 | ||||||||||
Convertible Notes Payable | Second tranche | |||||||||||
Class of Stock [Line Items] | |||||||||||
Available borrowing | $ 20,000 | ||||||||||
Borrowing under revolving line of credit | $ 20,000,000 | ||||||||||
Convertible Notes Payable | Convertible Loan and Security Agreement | |||||||||||
Class of Stock [Line Items] | |||||||||||
Available borrowing | 80,000,000 | ||||||||||
Borrowing under revolving line of credit | $ 80,000,000 | ||||||||||
New Benson Hill Common Stock | IPO | STPC | |||||||||||
Class of Stock [Line Items] | |||||||||||
Shares issued per unit (in shares) | shares | 1 | ||||||||||
Legacy Benson Hill Common Stock | |||||||||||
Class of Stock [Line Items] | |||||||||||
Common stock, par value (in usd per share) | $ / shares | $ 0.001 | ||||||||||
Warrants To Purchase Preferred Stock | Series C-1 and other 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 usd per share) | $ / shares | $ 9.30 | $ 3.43 | |||||||||
Warrants exchanged for shares (in shares) | shares | 242,000 | ||||||||||
Warrant exercise price (in usd per share) | $ / shares | $ 10 | ||||||||||
Warrants issued (in shares) | shares | 225,000 | ||||||||||
Warrants To Purchase New Benson Hill Common Stock | New Benson Hill Common Stock | Notes Payable | Loan and Security Agreement | |||||||||||
Class of Stock [Line Items] | |||||||||||
Warrants liability (asset) fair value | $ 3,332,000 | ||||||||||
Warrants To Purchase New Benson Hill Common Stock | New Benson Hill Common Stock | Notes Payable | Loan and Security Agreement, second tranche | |||||||||||
Class of Stock [Line Items] | |||||||||||
Warrants liability (asset) fair value | $ 1,248,000 | ||||||||||
Warrants to purchase common or Series D preferred stock | Common stock, Series D preferred shares, or any subsequent preferred shares | Notes Payable | New Loan and Security Agreement | |||||||||||
Class of Stock [Line Items] | |||||||||||
Warrants liability (asset) fair value | 3,523,000 | ||||||||||
Warrants to purchase common or Series D preferred stock | Common stock, Series D preferred shares, or any subsequent preferred shares | Notes Payable | New Loan and Security Agreement, Remaining Commitment | |||||||||||
Class of Stock [Line Items] | |||||||||||
Warrants liability (asset) fair value | $ 1,028,000 | ||||||||||
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 usd per share) | $ / shares | $ 2.47 | ||||||||||
Aggregate number of shares numerator | $ 3,000,000 | ||||||||||
Fair value of warrants | 1,690,000 | ||||||||||
Convertible Notes Payable Warrants, Second Tranche | |||||||||||
Class of Stock [Line Items] | |||||||||||
Fair value of warrants | $ 423,000 | ||||||||||
PIPE Investment Warrants | PIPE Investment | |||||||||||
Class of Stock [Line Items] | |||||||||||
Warrants (in shares) | shares | 8,716,000 | ||||||||||
Units issued (in shares) | shares | 26,150 | ||||||||||
Units issued (in usd per share) | $ / shares | $ 3.25 | 3.25 | |||||||||
Aggregate purchase price | $ 85,000,000 | ||||||||||
Transaction costs | $ 705,000 | ||||||||||
Warrant transaction costs (in shares) | shares | 362,000 | ||||||||||
Maximum share increase percent | 19.99% | ||||||||||
PIPE Investment Warrants | PIPE Investment | Redemption, stock equals or exceeds $18.00 | |||||||||||
Class of Stock [Line Items] | |||||||||||
Warrant exercise price (in usd per share) | $ / shares | $ 3.90 | 3.90 | |||||||||
PIPE Investment Warrants | PIPE Investment | Redemption, stock equals or exceeds $10.00 | |||||||||||
Class of Stock [Line Items] | |||||||||||
Warrant exercise price (in usd per share) | $ / shares | 9.75 | 9.75 | |||||||||
Warrant redemption, price per common stock (in usd per share) | $ / shares | $ 0.10 | $ 0.10 | |||||||||
Trading period after business combination used to measure dilution of warrant | day | 20 | ||||||||||
Number of trading days for determining the share price | day | 30 | ||||||||||
PIPE Investment Warrants | New Benson Hill Common Stock | PIPE Investment | |||||||||||
Class of Stock [Line Items] | |||||||||||
Shares issued per unit (in shares) | shares | 1 | ||||||||||
Public Warrants and Private Placement Warrants | |||||||||||
Class of Stock [Line Items] | |||||||||||
Trading period after business combination used to measure dilution of warrant | day | 10 | ||||||||||
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 | Redemption, stock equals or exceeds $18.00 | |||||||||||
Class of Stock [Line Items] | |||||||||||
Warrant redemption, price per common stock (in usd per share) | $ / shares | $ 18 | ||||||||||
Trading period after business combination used to measure dilution of warrant | day | 20 | ||||||||||
Number of trading days for determining the share price | day | 30 | ||||||||||
Number of days of notice to be given for the redemption of warrants | 30 days | ||||||||||
Warrant redemption period | 30 days | ||||||||||
Number of days prior to the date of notifying the warrant holders for determining the total trading period | 3 years | ||||||||||
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 usd per share) | $ / shares | $ 10 | ||||||||||
Trading period after business combination used to measure dilution of warrant | day | 20 | ||||||||||
Number of trading days for determining the share price | day | 30 | ||||||||||
Number of days prior to the date of notifying the warrant holders for determining the total trading period | 3 days | 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 $18.00 | |||||||||||
Class of Stock [Line Items] | |||||||||||
Warrant exercise price (in usd per share) | $ / shares | $ 0.01 | ||||||||||
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 usd per share) | $ / shares | $ 0.10 | ||||||||||
Public Warrants | |||||||||||
Class of Stock [Line Items] | |||||||||||
Warrants (in shares) | shares | 10,063,000 | ||||||||||
Warrants term | 5 years | ||||||||||
Public Warrants | IPO | |||||||||||
Class of Stock [Line Items] | |||||||||||
Shares of common stock per warrant (in shares) | shares | 0.25 | ||||||||||
Public Warrants | New Benson Hill Common Stock | |||||||||||
Class of Stock [Line Items] | |||||||||||
Warrant exercise price (in usd 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 | New Benson Hill Common Stock | IPO | STPC | |||||||||||
Class of Stock [Line Items] | |||||||||||
Warrants (in shares) | shares | 6,553,000 |
Income Taxes - Narratives (Deta
Income Taxes - Narratives (Details) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | ||||
Effective income tax rate | 0% | 0% | 0% | 0% |
Comprehensive Income (Details)
Comprehensive Income (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||
Beginning balance | $ 268,980 | $ 84,673 | $ 251,447 | $ 132,682 |
Other comprehensive income (loss) before reclassifications | (1,760) | (90) | (9,964) | 180 |
Amounts reclassified from AOCI | (97) | 144 | 2,132 | (203) |
Total other comprehensive (loss) income | (1,857) | 54 | (7,832) | (23) |
Ending balance | 242,102 | 289,947 | 242,102 | 289,947 |
Cumulative Foreign Currency Translation | ||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||
Beginning balance | (421) | (381) | (376) | (380) |
Other comprehensive income (loss) before reclassifications | (1) | 31 | (46) | 30 |
Amounts reclassified from AOCI | 0 | 0 | 0 | 0 |
Total other comprehensive (loss) income | (1) | 31 | (46) | 30 |
Ending balance | (422) | (350) | (422) | (350) |
Unrealized Gains/(Losses) on Marketable Securities | ||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||
Beginning balance | (6,657) | (21) | (727) | 55 |
Other comprehensive income (loss) before reclassifications | (1,759) | (121) | (9,918) | 150 |
Amounts reclassified from AOCI | (97) | 144 | 2,132 | (203) |
Total other comprehensive (loss) income | (1,856) | 23 | (7,786) | (53) |
Ending balance | (8,513) | 2 | (8,513) | 2 |
AOCI Attributable to Parent | ||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||
Beginning balance | (7,078) | (402) | (1,103) | (325) |
Ending balance | $ (8,935) | $ (348) | $ (8,935) | $ (348) |
Loss Per Common Share - Anti-di
Loss Per Common Share - Anti-dilutive Common Share Equivalents (Details) - shares shares in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive common share equivalents (in shares) | 8,920 | 9,514 | 8,581 | 7,456 |
Warrants | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive common share equivalents (in shares) | 0 | 709 | 25 | 442 |
Stock options | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive common share equivalents (in shares) | 3,804 | 8,803 | 4,112 | 7,013 |
Restricted stock units | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive common share equivalents (in shares) | 5,116 | 2 | 4,444 | 1 |
Loss Per Common Share - Weighte
Loss Per Common Share - Weighted Average Basic and Diluted Common Shares (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Numerator: | ||||
Net loss | $ (30,169) | $ (34,274) | $ (74,299) | $ (84,040) |
Denominator: | ||||
Weighted average common shares outstanding, basic (in shares) | 186,097 | 118,709 | 177,539 | 117,714 |
Weighted average common shares outstanding, diluted (in shares) | 186,097 | 118,709 | 177,539 | 117,714 |
Net loss per common share, basic (in usd per share) | $ (0.16) | $ (0.29) | $ (0.42) | $ (0.71) |
Net loss per common share, diluted (in usd per share) | $ (0.16) | $ (0.29) | $ (0.42) | $ (0.71) |
Commitments and Contingencies -
Commitments and Contingencies - Narratives (Details) bu in Thousands, $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 USD ($) bu | Dec. 31, 2021 USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | ||
Liability accrual | $ | $ 0 | $ 0 |
Fixed price commitments | ||
Long-Term Purchase Commitment [Line Items] | ||
Inventory | $ | $ 64,841 | |
Purchase commitment (bushels) | bu | 4,318 | |
Variable price commitments | ||
Long-Term Purchase Commitment [Line Items] | ||
Purchase commitment (bushels) | bu | 4,002 |
Segment Information - Narrative
Segment Information - Narratives (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 130,179,000 | $ 32,000,000 | $ 333,371,000 | $ 103,494,000 |
Intersegment Eliminations | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 0 | $ 0 | $ 0 | $ 0 |
Segment Information - Schedule
Segment Information - Schedule of Segment Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Revenue | $ 130,179 | $ 32,000 | $ 333,371 | $ 103,494 |
Total Adjusted EBITDA | (17,470) | (20,144) | (60,828) | (50,765) |
Operating Income (Loss) [Abstract] | ||||
Consolidated net loss | (30,169) | (34,274) | (74,299) | (84,040) |
Interest expense, net | 6,278 | 1,498 | 16,190 | 4,033 |
Income tax expense (benefit) | 13 | 218 | 30 | 218 |
Depreciation and amortization | 5,523 | 3,030 | 16,504 | 8,460 |
Stock-based compensation | 4,412 | 1,413 | 15,771 | 2,769 |
Other expense (income), net | (195) | (2,065) | 2,060 | (2,453) |
Change in fair value of warrants and conversion options | (4,035) | (15,244) | (41,676) | (12,525) |
Other nonrecurring costs, including acquisition, transaction and integration costs | 403 | 741 | 516 | 1,268 |
Transaction costs | 11,693 | 705 | 11,693 | |
Loss on extinguishment of debt | 0 | 11,742 | 0 | 11,742 |
Non-recurring SOX readiness costs | 60 | 342 | ||
Severance expense | 240 | 529 | ||
Fresh segment crop failure costs | 1,567 | |||
Fresh segment restructuring expenses | 933 | |||
South America seed production costs | 2,805 | |||
Non-recurring public company readiness costs | 1,104 | 5,265 | ||
Point in time | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Revenue | 128,178 | 31,941 | 331,231 | 103,330 |
Over time | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Revenue | 2,001 | 59 | 2,140 | 164 |
Domestic | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Revenue | 123,386 | 32,000 | 322,525 | 103,494 |
International | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Revenue | 6,793 | 0 | 10,846 | 0 |
Unallocated and other | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Revenue | 20 | 59 | 159 | 164 |
Total Adjusted EBITDA | (14,252) | (12,450) | (43,495) | (29,702) |
Unallocated and other | Point in time | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Revenue | 0 | 0 | 0 | 0 |
Unallocated and other | Over time | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Revenue | 20 | 59 | 159 | 164 |
Unallocated and other | Domestic | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Revenue | 20 | 59 | 159 | 164 |
Unallocated and other | International | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Revenue | 0 | 0 | 0 | 0 |
Ingredients | Operating Segments | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Revenue | 122,276 | 23,129 | 281,894 | 60,048 |
Total Adjusted EBITDA | (280) | (5,292) | (16,319) | (18,489) |
Ingredients | Operating Segments | Point in time | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Revenue | 120,295 | 23,129 | 279,913 | 60,048 |
Ingredients | Operating Segments | Over time | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Revenue | 1,981 | 0 | 1,981 | |
Ingredients | Operating Segments | Domestic | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Revenue | 115,483 | 271,048 | 60,048 | |
Ingredients | Operating Segments | International | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Revenue | 6,793 | 0 | 10,846 | 0 |
Fresh | Operating Segments | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Revenue | 7,883 | 8,812 | 51,318 | 43,282 |
Total Adjusted EBITDA | (2,938) | (2,402) | (1,014) | (2,574) |
Fresh | Operating Segments | Point in time | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Revenue | 7,883 | 8,812 | 51,318 | 43,282 |
Fresh | Operating Segments | Over time | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Revenue | 0 | 0 | 0 | 0 |
Fresh | Operating Segments | Domestic | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Revenue | 7,883 | 51,318 | 43,282 | |
Fresh | Operating Segments | International | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Revenue | $ 0 | $ 0 | $ 0 | $ 0 |
Subsequent Events (Details)
Subsequent Events (Details) $ in Thousands | 1 Months Ended | ||
Sep. 29, 2021 USD ($) | Nov. 30, 2022 trading_day | Nov. 14, 2022 USD ($) | |
Subsequent Event [Line Items] | |||
Consideration received on transaction | $ 225,000 | ||
Subsequent Event | Convertible Loan and Security Agreement | Convertible Notes Payable | |||
Subsequent Event [Line Items] | |||
Trading days | trading_day | 30 | ||
Interest rate | 0.25% | ||
Subsequent Event | At The Market | Maximum | |||
Subsequent Event [Line Items] | |||
Consideration received on transaction | $ 100,000 |